SECURITIES PURCHASE AGREEMENT

      SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of December 29,
2005, by and among Rebel Holdings,  LLC, a California  limited liability company
with  headquarters  located at 6601 Center  Drive West,  Suite 200, Los Angeles,
California  90045  (the  "Company"),  and  Digicorp,  a  Utah  corporation  with
headquarters  located at 100  Wilshire  Boulevard,  Suite  1750,  Santa  Monica,
California (the "Buyer").

      WHEREAS,  the  Company  and the Buyer is  executing  and  delivering  this
Agreement in reliance upon the exemption from securities  registration  afforded
by the rules and regulations as promulgated by the United States  Securities and
Exchange  Commission  (the "SEC") under the  Securities  Act of 1933, as amended
(the "Securities Act");

      WHEREAS,  Buyer  desires to purchase and the Company  desires to issue and
sell, upon the terms and conditions set forth in this  Agreement,  a $556,306.53
loan  receivable  (the  "Loan  Receivable")  from  Rebel  Crew  Films,  Inc.,  a
California corporation ("Rebel Crew Films"), in exchange for the issuance to the
Company of a 4.5%  secured  convertible  note,  in the form  attached  hereto as
Exhibit  "A",  in the  aggregate  principal  amount  of Five  Hundred  Fifty-Six
Thousand  Three Hundred Six Dollars and  Fifty-Three  Cents  ($556,306.53)  (the
"Note"),  convertible into shares of common stock, par value $.001 per share, of
Buyer (the "Common  Stock"),  upon the terms and subject to the  limitations and
conditions set forth in such Note;

      WHEREAS,  simultaneously  herewith,  the  Buyer is  entering  into a Stock
Purchase Agreement (the "Stock Purchase  Agreement") pursuant to which the Buyer
is purchasing all of the issued and outstanding shares of capital stock of Rebel
Crew Films from the  stockholders  of Rebel  Crew Films (the  "Rebel  Crew Films
Stockholders"); and

      WHEREAS,  it is a  condition  to the  obligations  of the Rebel Crew Films
Stockholders  under the Stock Purchase Agreement that this Agreement be executed
and the  parties  hereto  are  willing  to  execute,  and to be  bound  by,  the
provisions of this Agreement.

      NOW THEREFORE,  in consideration of the foregoing and the premises and the
mutual covenants and agreements hereinafter contained, the Company and the Buyer
hereby agree as follows:

            1. PURCHASE AND SALE OF LOAN RECEIVABLE.

                  a.  Purchase  of Loan  Receivable.  On the  Closing  Date  (as
defined  below),  the  Company  shall sell and assign to the Buyer and the Buyer
agrees to purchase from the Company the Loan Receivable.

                  b. Form of Payment.  On the Closing  Date (as defined  below),
the Buyer shall issue and deliver the Note to the Company as  consideration  for
the Loan Receivable.

                  c.  Closing  Date.  Subject to the  satisfaction  (or  written
waiver) of the conditions  thereto set forth in Sections 5 and 6 below, the date
and time of the purchase, sale and assignment of the Loan Receivable pursuant to
this  Agreement  (the "Closing  Date") shall be December 29, 2005, or such other
mutually agreed upon time. The closing of the transactions  contemplated by this
Agreement  (the  "Closing")  shall occur on the Closing Date at such location as
may be agreed to by the parties.

<PAGE>

            2. BUYER  REPRESENTATIONS  AND WARRANTIES.  The Buyer represents and
warrants to the Company that:

                  a. Organization and Good Standing.  The Buyer is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Utah and has all requisite  corporate power and authority to own, lease
and operate its properties  and to carry on its business as now  conducted.  The
Buyer is duly  qualified or authorized  to do business as a foreign  corporation
and is in good standing under the laws of each  jurisdiction in which it owns or
leases real  property  and each other  jurisdiction  in which the conduct of its
business or the  ownership of its  properties  requires  such  qualification  or
authorization,  except  where the  failure to be so  qualified  would not have a
material  adverse  effect  on  the  business,  properties,  assets,  results  of
operations, or condition (financial or otherwise) ("Material Adverse Effect") on
the Buyer and any subsidiaries taken as a whole.

                  b.  Authorization  of Agreement.  The Buyer has full corporate
power and  authority  to  execute  and  deliver  this  Agreement  and each other
agreement, document, instrument or certificate contemplated by this Agreement or
to be  executed  by  the  Buyer  in  connection  with  the  consummation  of the
transactions  contemplated  hereby and thereby (the "Buyer  Documents"),  and to
consummate  the  transactions  contemplated  hereby and thereby.  The execution,
delivery and  performance by the Buyer of this Agreement and each Buyer Document
have been duly  authorized  by all necessary  corporate  action on behalf of the
Buyer.  This  Agreement has been, and each Buyer Document will be at or prior to
the Closing,  duly  executed and  delivered by the Buyer and  (assuming  the due
authorization,  execution and delivery by the other parties  hereto and thereto)
this  Agreement  constitutes,  and each  Buyer  Document  when so  executed  and
delivered will constitute,  legal,  valid and binding  obligations of the Buyer,
enforceable against the Buyer in accordance with their respective terms, subject
to applicable  bankruptcy,  insolvency,  reorganization,  moratorium and similar
laws affecting  creditors'  rights and remedies  generally,  and subject,  as to
enforceability,  to  general  principles  of  equity,  including  principles  of
commercial  reasonableness,  good faith and fair dealing  (regardless of whether
enforcement is sought in a proceeding at law or in equity).

                  c. Capitalization.

                        (i) The  authorized  capital stock of the Buyer consists
of 50,000,000 shares of common stock,  $.001 par value per share. As of the date
hereof,  there are  14,200,104  shares of Common  Stock of the Buyer  issued and
outstanding.  All of the issued and  outstanding  shares of Common  Stock of the
Buyer were duly authorized for issuance and are validly  issued,  fully paid and
non-assessable.

                        (ii)  Except  as set forth in the  Commission  Documents
(defined below), there is no existing option,  warrant, call, right,  commitment
or other agreement of any character to which the Buyer is a party requiring, and
there are no  securities  of the Buyer  outstanding  which  upon  conversion  or
exchange would require, the issuance,  sale or transfer of any additional shares
of capital  stock or other equity  securities  of the Buyer or other  securities
convertible  into,  exchangeable for or evidencing the right to subscribe for or
purchase  shares of capital stock or other equity  securities of the Buyer.  The
Buyer is not, and to the Buyer's knowledge none of the Buyer's  shareholders is,
a party to any voting trust or other voting agreement with respect to any of the
shares  of  Common  Stock  of the  Buyer  or to any  agreement  relating  to the
issuance,  sale, redemption,  transfer or other disposition of the capital stock
of the Buyer.

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<PAGE>

                  d. Subsidiaries. The Buyer has no subsidiaries.

                  e. Corporate Records.

                        (i) The Buyer has delivered to the Company true, correct
and complete  copies of the  articles of  incorporation  (each  certified by the
Secretary of State or other appropriate official of the applicable  jurisdiction
of  organization)  and  bylaws  (each  certified  by  the  secretary,  assistant
secretary or other appropriate officer) or comparable  organizational  documents
of the Buyer.

                        (ii) The  minute  books  of the  Buyer  previously  made
available to the Company contain  complete and accurate  records of all meetings
since December 31, 2004 and accurately reflect all other corporate action of the
stockholders and board of directors (including  committees thereof) of the Buyer
since December 31, 2004. The stock transfer ledger of the Buyer  previously made
available to the Buyer are true, correct and complete.

                  f. Conflicts; Consents of Third Parties.

                        (i) Neither of the  execution  and delivery by the Buyer
of this  Agreement and of the Buyer  Documents,  nor the compliance by the Buyer
with any of the provisions  hereof or thereof will: (i) conflict with, or result
in the breach of, any  provision of the articles of  incorporation  or bylaws of
the Buyer; (ii) conflict with, violate, result in the breach of, or constitute a
default under any note, bond, mortgage,  indenture,  license, agreement or other
obligation to which the Buyer is a party or by which the Buyer or its properties
or assets are bound; or (iii) violate any statute,  rule,  regulation,  order or
decree of any  governmental  body or authority  by which the Buyer is bound;  or
(iv)  result  in the  creation  of any  lien of any  kind  or  nature  upon  the
properties or assets of the Buyer.

                        (ii) No  consent,  waiver,  approval,  order,  permit or
authorization  of, or declaration or filing with, or notification to, any person
or governmental body is required on the part of the Buyer in connection with the
execution  and  delivery  of  this  Agreement  or  the  Buyer  Documents  or the
compliance by Buyer with any of the provisions hereof or thereof.

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<PAGE>

                  g. Commission  Documents;  Financial  Statements.  The Buyer's
Common Stock is registered  pursuant to Section 12(b) or 12(g) of the Securities
Exchange Act of 1934, as amended (the  "Exchange  Act"),  and since December 31,
2004 the Buyer has filed all reports,  schedules,  forms,  statements  and other
documents required to be filed by it with the Securities and Exchange Commission
(the "Commission")  pursuant to the reporting  requirements of the Exchange Act,
including pursuant to Sections 13, 14 or 15(d) thereof (all of the foregoing and
all exhibits  included  therein and financial  statement and schedules  thereto,
including filings  incorporated by reference therein being referred to herein as
the  "Commission  Documents").  At the times of their  respective  filings,  the
Buyer's Form 10-QSB for the fiscal  quarter ended  September 30, 2005 (the "Form
10-QSB")  and the  Buyer's  Form  10-KSB for the fiscal year ended June 30, 2005
(the "Form 10-KSB")  complied in all material  respects with the requirements of
the Exchange Act and the rules and  regulations  of the  Commission  promulgated
thereunder,  and the Form 10-QSB and Form 10-KSB at the time of their respective
filings did not contain any untrue statement of a material fact or omit to state
a material fact required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.  As of their respective  dates, the financial  statements of the
Company  included in the  Commission  Documents were complete and correct in all
material respects and complied with applicable  accounting  requirements and the
published rules and regulations of the Commission or other  applicable rules and
regulations with respect thereto.  Such financial  statements have been prepared
in  accordance  with GAAP  applied on a  consistent  basis  during  the  periods
involved (except (a) as may be otherwise indicated in such financial  statements
or the Notes thereto or (b) in the case of unaudited interim statements,  to the
extent  they  may  not  include   footnotes  or  may  be  condensed  or  summary
statements),  and fairly present in all material respects the financial position
of the Buyer as of the dates  thereof  and the  results of  operations  and cash
flows for the periods then ended (subject,  in the case of unaudited statements,
to normal year-end audit adjustments).

            h.  Registration and Listing.  The Buyer's Common Stock is currently
quoted on the OTC Bulletin Board and is in compliance with any continued listing
requirements thereunder.

            i. No Undisclosed  Liabilities or Liens. The Buyer does not have any
indebtedness,  obligations,  liabilities, or Liens of any kind (whether accrued,
absolute,  contingent or  otherwise,  and whether due or to become due) that are
not reflected in the Commission Documents.

            j. Absence of Certain Developments. Except as expressly contemplated
by this  Agreement,  as set forth in the  attached  disclosure  schedules of the
Buyer  (the  "Buyer  Disclosure  Schedules")  or as set forth in the  Commission
Documents, since June 30, 2005:

                        (i) there has not been any  material  adverse  change in
the business,  assets or financial condition of the Buyer nor has there occurred
any event which is reasonably  likely to result in a material  adverse change in
the business, assets or financial condition of the Buyer;

                        (ii) there has not been any damage, destruction or loss,
whether or not covered by insurance,  with respect to the property and assets of
the Buyer having a replacement  cost of more than $25,000 for any single loss or
$50,000 for all such losses;

                        (iii) there has not been any declaration,  setting aside
or payment of any  dividend  or other  distribution  in respect of any shares of
capital stock of the Buyer or any repurchase, redemption or other acquisition by
the Buyer of any outstanding  shares of capital stock or other securities of, or
other ownership interest in, the Buyer;

                                       4
<PAGE>

                        (iv) the Buyer has not  awarded  or paid any  bonuses to
employees  of the Buyer or agreed to  increase  the  compensation  payable or to
become  payable  by it to any of the  Buyer's  directors,  officers,  employees,
agents or  representatives  or agreed  to  increase  the  coverage  or  benefits
available  under any severance  pay,  termination  pay,  vacation  pay,  company
awards, salary continuation for disability,  sick leave, deferred  compensation,
bonus or other  incentive  compensation,  insurance,  pension or other  employee
benefit  plan,  payment  or  arrangement  made to,  for or with such  directors,
officers,  employees,  agents or representatives (other than normal increases in
the ordinary  course of business  consistent  with past practice and that in the
aggregate  have  not  resulted  in  a  material  increase  in  the  benefits  or
compensation expense of the Buyer);

                        (v)  there  has not  been  any  change  by the  Buyer in
accounting or tax reporting principles, methods or policies;

                        (vi) the Buyer has not entered into any  transaction  or
conducted its business other than in the ordinary  course  consistent  with past
practice;

                        (vii)  the  Buyer has not  failed  to  promptly  pay and
discharge current liabilities except where disputed in good faith by appropriate
proceedings;

                        (viii)  the Buyer has not made any  loans,  advances  or
capital contributions to, or investments in, any person or entity;

                        (ix) the Buyer has not  mortgaged,  pledged or subjected
to any lien  any of its  assets,  or  acquired  any  assets  or sold,  assigned,
transferred,  conveyed, leased or otherwise disposed of any assets of the Buyer,
except for assets acquired or sold, assigned,  transferred,  conveyed, leased or
otherwise  disposed of in the ordinary  course of business  consistent with past
practice;

                        (x) the Buyer has not  discharged or satisfied any lien,
or paid any  obligation  or  liability  (fixed  or  contingent),  except  in the
ordinary  course of business  consistent  with past  practice and which,  in the
aggregate, would not be material to the Buyer;

                        (xi) the Buyer has not canceled or compromised  any debt
or claim or amended, canceled, terminated,  relinquished, waived or released any
contract or right except in the ordinary course of business consistent with past
practice and which, in the aggregate, would not be material to the Buyer;

                        (xii) the Buyer  has not made or  committed  to make any
capital  expenditures  or capital  additions or betterments in excess of $20,000
individually or $40,000 in the aggregate;

                        (xiii) the Buyer has  instituted or settled any material
legal proceeding; and (xiv) the Buyer has not agreed to do anything set forth in
this Section 2(j).

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<PAGE>

            k. Taxes.

                        (i)  Except  as  set  forth  in  the  Buyer   Disclosure
Schedules, to the Buyer's knowledge: (i) all material tax returns required to be
filed by or on behalf of the Buyer  have  been  properly  prepared  and duly and
timely filed with the appropriate  taxing  authorities in all  jurisdictions  in
which such tax returns  are  required to be filed  (after  giving  effect to any
valid  extensions  of time in  which  to make  such  filings),  and all such tax
returns  were true,  complete  and correct in all  material  respects;  (ii) all
amounts shown on such tax returns (including interest and penalties) as due from
the Buyer have been fully and timely paid, and adequate reserves or accruals for
taxes have been provided in the Commission  Documents with respect to any period
for which tax returns have not yet been filed or for which taxes are not yet due
and  owing;  and (iii) the Buyer has not  executed  or filed with the IRS or any
other taxing  authority any  agreement,  waiver or other document or arrangement
extending  or having  the effect of  extending  the  period  for  assessment  or
collection of taxes  (including,  but not limited to, any applicable  statute of
limitation),  and no  power  of  attorney  with  respect  to any tax  matter  is
currently in force.

                        (ii) To the Buyer's knowledge, the Buyer has complied in
all material  respects with all applicable laws, rules and regulations  relating
to the payment and  withholding  of taxes and has duly and timely  withheld from
employee  salaries,  wages  and  other  compensation  and has  paid  over to the
appropriate  taxing  authorities all amounts required to be so withheld and paid
over for all periods under all applicable laws.

                        (iii) The Company has received  complete  copies of: (A)
all material federal,  state,  local and foreign income or franchise tax returns
of the Buyer relating to the taxable  periods since January 1, 2002; and (B) any
audit report issued within the last three years  relating to any material  taxes
due from or with respect to the Buyer its income,  assets or operations.  To the
Buyer's knowledge, all income and franchise tax returns filed by or on behalf of
the Buyer for the taxable years ended on the  respective  dates set forth in the
Buyer  Disclosure  Schedules have been examined by the relevant taxing authority
or the statute of limitations with respect to such tax returns has expired.

                        (iv) The Buyer  Disclosure  Schedules  list all material
types of taxes paid and material  types of tax returns  filed by or on behalf of
the Buyer. Except as set forth in the Buyer Disclosure Schedules, to the Buyer's
knowledge,  no claim has been made by a taxing authority in a jurisdiction where
the  Buyer  does not file  tax  returns  such  that it is or may be  subject  to
taxation by that jurisdiction.

                        (v) To the Buyer's knowledge,  no claim has been made by
a taxing  authority in a jurisdiction  where the Buyer does not file tax returns
such that it is or may be
subject to taxation by that jurisdiction.

                        (vi) To the Buyer's knowledge, all deficiencies asserted
or  assessments  made as a result  of any  examinations  by the IRS or any other
taxing  authority of the tax returns of or covering or including  the Buyer have
been fully paid, and there are no other audits or  investigations  by any taxing
authority in progress,  nor to the Buyer's  knowledge has the Buyer received any
notice  from any taxing  authority  that it intends to conduct  such an audit or
investigation.  To the Buyer's knowledge, no issue has been raised by a federal,
state,  local or foreign  taxing  authority in any current or prior  examination
which,  by application of the same or similar  principles,  could  reasonably be
expected to result in a proposed deficiency for any subsequent taxable period.

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<PAGE>

                        (vii) To the Buyer's knowledge, the Buyer is not subject
to any private  letter ruling of the IRS or  comparable  rulings of other taxing
authorities.

                        (viii) To the Buyer's knowledge, there are no liens as a
result of any unpaid taxes upon any of the assets of the Buyer.

            l. Real Property.

                        (i) The Buyer Disclosure  Schedules set forth a complete
list of all real  property and  interests in real  property  leased by the Buyer
(individually,  a "Buyer Real Property Lease" and the real properties  specified
in such leases being referred to herein  individually as a "Buyer  Property" and
collectively  as the "Buyer  Properties")  as lessee or lessor.  Buyer  Property
constitutes all interests in real property  currently used or currently held for
use in connection with the business of the Buyer and which are necessary for the
continued  operation  of the  business of the Buyer as the business is currently
conducted.  The Buyer has a valid and enforceable  leasehold interest under each
of the Buyer Real Property Leases, subject to applicable bankruptcy, insolvency,
reorganization,  moratorium  and similar laws  affecting  creditors'  rights and
remedies generally and subject,  as to enforceability,  to general principles of
equity (regardless of whether enforcement is sought in a proceeding at law or in
equity),  and the Buyer has not  received  any written  notice of any default or
event that with notice or lapse of time, or both,  would constitute a default by
the  Buyer  under  any of the  Buyer  Real  Property  Leases.  All of the  Buyer
Property,  buildings,  fixtures and improvements  thereon owned or leased by the
Buyer are in good  operating  condition  and repair  (subject to normal wear and
tear).  The Buyer has delivered or otherwise  made  available to the Company and
the Sellers true, correct and complete copies of the Buyer Real Property Leases,
together with all amendments, modifications or supplements, if any, thereto.

                        (ii)  The  Buyer  has  all  material   certificates   of
occupancy  and  permits of any  governmental  body  necessary  or useful for the
current  use and  operation  of each  Buyer  Property,  and the  Buyer has fully
complied  with all material  conditions  of the permits  applicable  to them. No
default or  violation,  or event that with the lapse of time or giving of notice
or both would become a default or violation,  has occurred in the due observance
of any permit.

            m. Tangible Personal Property.

                        (i) The Buyer Disclosure  Schedules set forth all leases
of  personal  property  ("Buyer  Personal  Property  Leases")  involving  annual
payments in excess of $25,000 relating to personal property used in the business
of the Buyer to which the Buyer is a party or by which the  properties or assets
of the Buyer is bound.

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<PAGE>

                        (ii) The Buyer has a valid leasehold interest under each
of the Buyer  Personal  Property  Leases under which it is a lessee,  subject to
applicable bankruptcy, insolvency,  reorganization,  moratorium and similar laws
affecting   creditors'  rights  and  remedies  generally  and  subject,   as  to
enforceability,   to  general   principles  of  equity  (regardless  of  whether
enforcement  is sought in a  proceeding  at law or in  equity),  and there is no
default  under any Buyer  Personal  Property  Lease by the Buyer or, to the best
knowledge of the Buyer,  by any other party  thereto,  and no event has occurred
that with the lapse of time or the giving of notice or both would  constitute  a
default thereunder.

                        (iii) The Buyer has good and marketable  title to all of
the items of tangible  personal property  reflected in the Commission  Documents
(except as sold or disposed of  subsequent  to the date  thereof in the ordinary
course of business consistent with past practice), free and clear of any and all
Liens,  other than as set forth in the Commission  Documents.  All such items of
tangible personal property which, individually or in the aggregate, are material
to the  operation  of the business of the Buyer are in good  condition  and in a
state of good  maintenance and repair  (ordinary wear and tear excepted) and are
suitable for the purposes used.

                        (iv) All of the items of tangible personal property used
by the Buyer under the Buyer Personal  Property Leases are in good condition and
repair (ordinary wear and tear excepted) and are suitable for the purposes used.

            n. Intangible  Property.  The Buyer Disclosure  Schedules  contain a
complete and correct list of each patent,  trademark,  trade name,  service mark
and copyright  owned or used by the Buyer as well as all  registrations  thereof
and pending applications  therefor, and each license or other agreement relating
thereto.  Except  as set forth in the Buyer  Disclosure  Schedules,  each of the
foregoing  is owned by the party  shown in such Buyer  Disclosure  Schedules  as
owning the same, free and clear of all Liens and is in good standing and not the
subject of any  challenge.  There have been no claims made and the Buyer has not
received any notice or otherwise  knows or has reason to believe that any of the
foregoing is invalid or conflicts with the asserted rights of others.  The Buyer
possesses all patents, patent licenses, trade names, trademarks,  service marks,
brand marks, brand names, copyrights,  know-how, formulate and other proprietary
and trade rights necessary for the conduct of its business as now conducted, not
subject to any  restrictions  and without any known  conflict with the rights of
others  and the Buyer  has not  forfeited  or  otherwise  relinquished  any such
patent, patent license,  trade name, trademark,  service mark, brand mark, brand
name,  copyright,  know-how,  formulate or other proprietary right necessary for
the conduct of its business as  conducted  on the date hereof.  The Buyer is not
under any obligation to pay any royalties or similar payments in connection with
any license.

                                       8
<PAGE>

            o. Company Material Contracts. The Commission Documents describe all
of the following contracts,  agreements,  commitments ("Contracts") to which the
Buyer is a party or by which it is  bound  (collectively,  the  "Buyer  Material
Contracts"):  (a) Contracts  with any current  officer or director of the Buyer;
(b) Contracts with any labor union or association  representing  any employee of
the Buyer; (c) Contracts  pursuant to which any party is required to purchase or
sell a stated  portion of its  requirements  or output from or to another party;
(d)  Contracts  for the sale of any of the assets of the Buyer other than in the
ordinary  course of  business  or for the  grant to any  person or entity of any
preferential rights to purchase any of its assets; (e) joint venture agreements;
(f) material Contracts  containing  covenants of the Buyer not to compete in any
line of  business  or with any  person  or entity  in any  geographical  area or
covenants  of any other  person or entity not to  compete  with the Buyer in any
line of business or in any  geographical  area;  (g)  Contracts  relating to the
acquisition  by the Buyer of any operating  business or the capital stock of any
other person or entity; (h) Contracts relating to the borrowing of money; or (i)
any other Contracts,  other than Buyer Real Property  Leases,  which involve the
expenditure of more than $50,000 in the aggregate or $25,000 annually or require
performance by any party more than one year from the date hereof.  Except as set
forth in the Commission Documents, all of the Buyer Material Contracts and other
agreements  are in full force and effect  and are the legal,  valid and  binding
obligation of the Buyer,  enforceable against the Company in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization,  moratorium
and similar laws affecting creditors' rights and remedies generally and subject,
as to  enforceability,  to general  principles of equity  (regardless of whether
enforcement is sought in a proceeding at law or in equity).  Except as set forth
in the Commission Documents, the Buyer is not in default in any material respect
under any Buyer Material  Contracts,  nor, to the knowledge of the Buyer, is any
other party to any Buyer Material Contract in default thereunder in any material
respect. There have been made available to the Company, its affiliates and their
representatives true and complete copies of all of the Buyer Material Contracts.

            p. Employee Benefits.

                        (i) The Buyer Disclosure  Schedules set forth a complete
and correct  list of: (i) all  "employee  benefit  plans," as defined in Section
3(3) of ERISA,  and any other  pension plans or employee  benefit  arrangements,
programs or payroll practices  (including,  without  limitation,  severance pay,
vacation pay, company awards,  salary  continuation for disability,  sick leave,
retirement, deferred compensation,  bonus or other incentive compensation, stock
purchase  arrangements or policies,  hospitalization,  medical  insurance,  life
insurance  and  scholarship  programs)  maintained  by the Buyer or to which the
Buyer  contributes  or is obligated  to  contribute  thereunder  with respect to
employees of the Buyer ("Buyer Employee Benefit Plans");  and (ii) all "employee
pension plans," as defined in Section 3(2) of ERISA,  maintained by the Buyer or
any ERISA Affiliate or to which the Buyer or any ERISA Affiliate  contributed or
is obligated to contribute thereunder ("Buyer Pension Plans").

                        (ii) All  contributions  and premiums required by law or
by the terms of any Buyer Employee  Benefit Plan or Buyer Pension Plan which are
defined benefit plans or money purchase plans or any agreement  relating thereto
have been  timely  made  (without  regard to any waivers  granted  with  respect
thereto)  to  any  funds  or  trusts  established  thereunder  or in  connection
therewith,  and no accumulated  funding  deficiencies exist in any of such plans
subject to Section 412 of ERISA.

                        (iii) There has been no  violation of ERISA with respect
to the filing of applicable  returns,  reports,  documents and notices regarding
any of the  Buyer  Employee  Benefit  Plans  or  Buyer  Pension  Plans  with the
Secretary of Labor or the  Secretary of the Treasury or the  furnishing  of such
notices or documents to the  participants or beneficiaries of the Buyer Employee
Benefit Plans or Buyer Pension Plans.

                                       9
<PAGE>

                        (iv) True,  correct and complete copies of the following
documents,  with respect to each of the Buyer  Employee  Benefit Plans and Buyer
Pension  Plans (as  applicable),  have been  delivered  to the  Company  and the
Sellers: (i) any plans and related trust documents,  and all amendments thereto;
(ii) the most recent Forms 5500 for the past three years and schedules  thereto;
(iii) the most recent financial statements and actuarial valuations for the past
three years; (iv) the most recent IRS determination  letter; (v) the most recent
summary plan descriptions  (including  letters or other documents  updating such
descriptions);  and (vi)  written  descriptions  of all  non-written  agreements
relating to the Buyer Employee Benefit Plans and Buyer Pension Plans.

            q. Labor.

                        (i) The Buyer is not a party to any labor or  collective
bargaining agreement and there are no labor or collective  bargaining agreements
which pertain to employees of the Buyer.

                        (ii) Except as set forth in the Commission Documents, no
employees  of the Buyer are  represented  by any  labor  organization.  No labor
organization  or group of employees  of the Buyer has made a pending  demand for
recognition,  and there are no representation proceedings or petitions seeking a
representation  proceeding  presently  pending or, to the best  knowledge of the
Buyer,  threatened  to be brought or filed,  with the National  Labor  Relations
Board  or other  labor  relations  tribunal.  There  is no  organizing  activity
involving the Buyer pending or, to the best  knowledge of the Buyer,  threatened
by any labor organization or group of employees of the Buyer.

                        (iii)  There  are  no  (i)  strikes,   work   stoppages,
slowdowns,  lockouts or arbitrations or (ii) material  grievances or other labor
disputes pending or, to the best knowledge of the Buyer,  threatened  against or
involving the Buyer.  There are no unfair labor practice charges,  grievances or
complaints  pending or, to the best knowledge of the Buyer,  threatened by or on
behalf of any employee or group of employees of the Buyer.

            r.  Litigation.  To the  knowledge  of the Buyer,  there is no suit,
action, proceeding,  investigation, claim or order pending or overtly threatened
against  the Buyer (or to the  knowledge  of the Buyer,  pending or  threatened,
against  any of the  officers,  directors  or key  employees  of the Buyer  with
respect to their  business  activities on behalf of the Buyer),  or to which the
Buyer is  otherwise  a party,  which,  if  adversely  determined,  would  have a
Material  Adverse  Effect  on  the  Buyer,  before  any  court,  or  before  any
governmental department,  commission, board, agency, or instrumentality;  nor to
the  knowledge of the Buyer is there any  reasonable  basis for any such action,
proceeding, or investigation. The Buyer is not subject to any judgment, order or
decree of any court or governmental agency except to the extent the same are not
reasonably  likely to have a Material  Adverse Effect on the Buyer and the Buyer
is not  engaged  in any legal  action to recover  monies  due it or for  damages
sustained  by it.  There  are no  legal  proceedings  pending  or,  to the  best
knowledge of the Buyer,  threatened  that are  reasonably  likely to prohibit or
restrain the ability of the Buyer to enter into this Agreement or consummate the
transactions contemplated hereby.

                                       10
<PAGE>

            s.  Compliance with Laws;  Permits.  The Buyer is in compliance with
all laws applicable to the Buyer or to the conduct of the business or operations
of the Buyer or the use of its properties  (including any leased properties) and
assets,  except for such  non-compliances  as would not,  individually or in the
aggregate,  have a  Material  Adverse  Effect  on the  Buyer.  The Buyer has all
governmental  permits and  approvals  from state,  federal or local  authorities
which are required for the Buyer to operate its business as currently conducted,
except  for  those  the  absence  of which  would  not,  individually  or in the
aggregate, have a Material Adverse Effect on the Buyer.

            t.  Environmental  Matters.  Except as set  forth in the  Commission
Documents:

                        (i) the  operations of the Buyer are in compliance  with
all Environmental  Laws and all permits issued pursuant to Environmental Laws or
otherwise;

                        (ii) the Buyer has obtained all permits  required  under
all applicable Environmental Laws necessary to operate its business;

                        (iii) the Buyer is not the  subject  of any  outstanding
written  order or Contract  with any  governmental  authority,  person or entity
respecting  Environmental Laws or any violation or potential violations thereof;
and

                        (iv)   the   Buyer   has  not   received   any   written
communication  alleging either or both that the Buyer may be in violation of any
Environmental  Law, or any permit issued pursuant to  Environmental  Law, or may
have any liability under any Environmental Law.

            u. Insurance.  The Buyer  Disclosure  Schedules set forth a complete
and accurate  list of all  policies of insurance of any kind or nature  covering
the Buyer or any of its  employees,  properties  or assets,  including,  without
limitation,  policies of life,  disability,  fire, theft, workers  compensation,
employee fidelity and other casualty and liability insurance.  All such policies
are in full force and effect, and, to the Buyer's knowledge, the Buyer is not in
default  of any  provision  thereof,  except  for such  defaults  as would  not,
individually or in the aggregate, have a Material Adverse Effect on the Buyer.

            v. Inventories; Receivables; Payables.

                        (i) The Buyer has no inventories or accounts receivable.

                        (ii) All accounts  payable of the Buyer reflected in the
Commission  Documents  or arising  after the date thereof are the result of bona
fide  transactions  in the ordinary course of business and have been paid or are
not yet due and payable.

            w. Related Party Transactions. Except as set forth in the Commission
Documents no  employee,  officer,  director or other  affiliate of the Buyer has
borrowed any moneys from or has  outstanding  any  indebtedness or other similar
obligations  to the  Buyer.  Except  as set forth in the  Commission  Documents,
neither  the  Buyer  nor any  affiliate  of the  Buyer:  (a) owns any  direct or
indirect  interest  of any kind  in,  or  controls  or is a  director,  officer,
employee or partner of, or  consultant  to, or lender to or borrower from or has
the right to  participate in the profits of, any person or entity which is (i) a
competitor,  supplier,  customer,  landlord,  tenant,  creditor or debtor of the
Buyer, (ii) engaged in a business related to the business of the Buyer, or (iii)
a  participant  in any  transaction  to which the Buyer is a party;  or (b) is a
party to any Contract with the Buyer.

                                       11
<PAGE>

            x. Banks.  The Buyer  Disclosure  Schedules  contain a complete  and
correct  list of the  names  and  locations  of all banks in which the Buyer has
accounts or safe deposit  boxes and the names of all persons  authorized to draw
thereon or to have access thereto.  Except as set forth in the Buyer  Disclosure
Schedules, no person holds a power of attorney to act on behalf of the Buyer.

            y. Investment Intention.  The Buyer is acquiring the Loan Receivable
for its own account,  for  investment  purposes  only and not with a view to the
distribution  (as such term is used in  Section  2(11) of the  Securities  Act).
Buyer  understands  that the Loan Receivable has not been  registered  under the
Securities  Act and  cannot be sold  unless  subsequently  registered  under the
Securities Act or an exemption from such registration is available.

            z. Financial  Advisors.  Except for Aegis Equity, LLC, no person has
acted, directly or indirectly,  as a broker, finder or financial advisor for the
Buyer in connection with the transactions  contemplated by this Agreement and no
person is entitled to any fee or commission or like payment in respect thereof.

            aa. No Misrepresentation. No representation or warranty of the Buyer
contained in this Agreement or in any schedule  hereto or in any  certificate or
other  instrument  furnished  by the Buyer to the Sellers  pursuant to the terms
hereof,  contains any untrue  statement  of a material  fact or omits to state a
material fact necessary to make the statements  contained  herein or therein not
misleading.

      3.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company represents
and warrants to the Buyer that:

            a.  Organization  and  Qualification.   The  Company  is  a  limited
liability  company duly organized,  validly  existing and in good standing under
the laws of the  jurisdiction in which it is  incorporated,  with full power and
authority  (corporate and other) to own,  lease,  use and operate its properties
and to carry on its business as and where now owned,  leased, used, operated and
conducted.

            b.  Authorization;  Enforcement.  (i) The Company has all  requisite
corporate  power and  authority to enter into and perform this  Agreement and to
consummate  the  transactions  contemplated  hereby and  thereby and to sell and
assign  the Loan  Receivable,  in  accordance  with the terms  hereof;  (ii) the
execution  and  delivery of this  Agreement  and the  consummation  by it of the
transactions  contemplated hereby (including without limitation,  the assignment
of the Loan  Receivable to the Buyer) have been duly authorized by the Company's
Board of Directors and no further consent or authorization  of the Company,  its
Board of Directors,  or its  shareholders is required;  (iii) this Agreement has
been  duly   executed   and   delivered   by  the  Company  by  its   authorized
representative,  and such  authorized  representative  is the true and  official
representative  with  authority to sign this  Agreement and the other  documents
executed in connection herewith and bind the Company accordingly;  and (iv) this
Agreement  constitutes,  and upon  execution  and  delivery  by the  Company  an
instrument of assignment of the Loan  Receivable,  each of such instruments will
constitute,  a legal,  valid and binding  obligation of the Company  enforceable
against the Company in accordance with its terms.

                                       12
<PAGE>

            c. No Conflicts.  The  execution,  delivery and  performance of this
Agreement and the consummation by the Company of the  transactions  contemplated
hereby will not: (i) conflict  with or result in a violation of any provision of
the Company's articles of organization; (ii) violate or conflict with, or result
in a breach of any provision of, or constitute a default (or an event which with
notice or lapse of time or both could become a default) under, or give to others
any rights of  termination,  amendment,  acceleration  or  cancellation  of, any
agreement,  indenture, patent, patent license or instrument to which the Company
is a party; or (iii) result in a violation of any law, rule, regulation,  order,
judgment or decree  applicable  to the Company or by which any property or asset
of the  Company  is bound or  affected  (except  for such  conflicts,  defaults,
terminations,  amendments, accelerations,  cancellations and violations as would
not,  individually or in the aggregate,  have a Material  Adverse  Effect).  The
Company is not  required to obtain any  consent,  authorization  or order of, or
make any filing or registration with, any court, governmental agency, regulatory
agency, or any third party in order for it to execute, deliver or perform any of
its obligations  under this Agreement or an instrument of assignment of the Loan
Receivable, in accordance with the terms hereof or thereof or to sell and assign
the Loan Receivable in accordance with the terms hereof.  The Company is unaware
of any facts or circumstances which might give rise to any of the foregoing.

            d. Acknowledgment Regarding Buyer's Purchase of Loan Receivable. The
Company  acknowledges and agrees that the Buyer is acting solely in the capacity
of an arm's length purchaser with respect to this Agreement and the transactions
contemplated  hereby.  The Company  further  acknowledges  that the Buyer is not
acting as a  financial  advisor or  fiduciary  of the Company (or in any similar
capacity)  with  respect to this  Agreement  and the  transactions  contemplated
hereby  and any  statement  made by the Buyer or any of its  representatives  or
agents in  connection  with this  Agreement  and the  transactions  contemplated
hereby is not advice or a recommendation  and is merely incidental to the Buyer'
purchase of the Loan  Receivable.  The Company  further  represents to the Buyer
that the Company's  decision to enter into this  Agreement has been based solely
on the independent evaluation of the Buyer.

            e.  Investment  Purpose.  As of the  date  hereof,  the  Company  is
acquiring  the Note for its own account and not with a present  view towards the
public sale or  distribution  thereof,  except  pursuant to sales  registered or
exempted from registration under the Securities Act.

                                       13
<PAGE>

            f.  Accredited   Investor  Status.  The  Company  is  an  Accredited
Investor,  as that term is defined in Rule 501(a) of Regulation  D,  promulgated
pursuant to the Securities Act.

            g. Reliance on Exemptions.  The Company understands that the Note is
being  offered and issued to it in reliance upon  specific  exemptions  from the
registration requirements of United States federal and state securities laws and
that the Buyer is relying  upon the truth and  accuracy  of,  and the  Company's
compliance with, the representations,  warranties,  agreements,  acknowledgments
and  understandings  of the Company set forth herein in order to  determine  the
availability  of such  exemptions and the  eligibility of the Company to acquire
the Note.

            h.  Governmental  Review.  The  Company  understands  that no United
States federal or state agency or any other  government or  governmental  agency
has passed upon or made any recommendation or endorsement of the Note.

            i. Transfer or Re-sale.  The Company understands that: (i) except as
provided pursuant to Section 4(c) of this Agreement,  the sale or re-sale of the
Note and the conversion  shares issuable upon  conversion  thereof have not been
and are not being  registered  under the Securities Act or any applicable  state
securities  laws, and such  securities  may not be  transferred  unless (A) such
securities are sold pursuant to an effective  registration  statement  under the
Securities Act, (B) such  securities are sold pursuant to Rule 144,  promulgated
under  the  Securities  Act (or a  successor  rule)  ("Rule  144"),  or (C) such
securities  are sold  pursuant to  Regulation S under the  Securities  Act (or a
successor rule)  ("Regulation  S"); (ii) any sale of the Note and the conversion
shares issuable upon conversion thereof made in reliance on Rule 144 may be made
only in accordance with the terms of said Rule and further,  if said Rule is not
applicable,  any re-sale of such  securities  under  circumstances  in which the
seller  (or the  person  through  whom the sale is made)  may be deemed to be an
underwriter  (as  that  term is  defined  in the  Securities  Act)  may  require
compliance  with some other  exemption under the Securities Act or the rules and
regulations of the SEC  thereunder;  and (iii) neither the Company nor any other
person is under any  obligation  to register the Note or the  conversion  shares
issuable  upon  conversion  thereof  under  the  Securities  Act  or  any  state
securities  laws or to comply  with the terms and  conditions  of any  exemption
thereunder  (in each  case,  other than  pursuant  to the  Section  4(c) of this
Agreement).

            j. Legends.  The Company  understands  that the Note and, until such
time as the  conversion  shares  issuable  upon  conversion  thereof  have  been
registered  under the  Securities  Act as  contemplated  by Section 4(c) of this
Agreement or otherwise  may be sold pursuant to Rule 144 or Regulation S without
any  restriction as to the number of securities as of a particular date that can
then be immediately sold, the conversion shares may bear a restrictive legend in
substantially  the  following  form  (and a  stop-transfer  order  may be placed
against transfer of the certificates for such securities):

     "The  securities  represented  by this  certificate  have  not  been
     registered  under  the  Securities  Act of  1933,  as  amended.  The
     securities  may not be sold,  transferred or assigned in the absence
     of an effective registration statement for the securities under said
     Act,  or an  opinion  of  counsel,  in  form,  substance  and  scope
     customary for opinions of counsel in comparable  transactions,  that
     registration  is not required under said Act or unless sold pursuant
     to Rule 144 or Regulation S under said Act."

                                       14
<PAGE>

      The legend set forth  above  shall be removed  and the Buyer shall issue a
certificate  without such legend to the holder of any security  upon which it is
stamped,  if, unless otherwise required by applicable state securities laws, (a)
such security is registered for sale under an effective  registration  statement
filed under the  Securities Act or otherwise may be sold pursuant to Rule 144 or
Regulation  S without any  restriction  as to the number of  securities  as of a
particular  date that can then be  immediately  sold. The Company agrees to sell
the Note and the conversion shares issuable upon conversion  thereof,  including
those represented by a certificate(s) from which the legend has been removed, in
compliance with applicable prospectus delivery requirements, if any.

            k. No Brokers. The Company has taken no action which would give rise
to any  claim by any  person  for  brokerage  commissions,  transaction  fees or
similar  payments  relating to this Agreement or the  transactions  contemplated
hereby.

            l. No Misrepresentation.  No representation or warranty of the Buyer
contained in this Agreement or in any schedule  hereto or in any  certificate or
other  instrument  furnished  by the Buyer to the Sellers  pursuant to the terms
hereof,  contains any untrue  statement  of a material  fact or omits to state a
material fact necessary to make the statements  contained  herein or therein not
misleading.

      4. COVENANTS.

            a. Best Efforts. The parties shall use their best efforts to satisfy
timely each of the conditions described in Sections 5 and 6 of this Agreement.

            b.  Form D; Blue Sky  Laws.  The Buyer  agrees to file a Form D with
respect to the Note as required under Regulation D, promulgated  pursuant to the
Securities Act. The Buyer shall, on or before the Closing Date, take such action
as the Buyer shall  reasonably  determine  is  necessary to qualify the Note for
sale to the Company  pursuant to this Agreement under  applicable  securities or
"blue sky" laws of the states of the  United  States (or to obtain an  exemption
from such qualification).

            c. Registration Rights.

                        (i) As promptly as  possible,  but in any event no later
than ninety (90) days  following the Closing  Date,  the Buyer shall prepare and
file with the SEC a  registration  statement (the  "Registration  Statement") on
Form SB-2 (or other  applicable  form)  covering  the resale of the Common Stock
issuable upon conversion of the Note (the "Registrable  Securities").  The Buyer
shall use its best  efforts to cause the  Registration  Statement to be declared
effective by the SEC 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 earlier of: (i) the date when all Registrable
Securities  covered by such Registration  Statement have been sold publicly;  or
(ii) the date  when all  Registrable  Securities  may be sold  pursuant  to Rule
144(k) (the "Effectiveness Period").

                                       15
<PAGE>

                        (ii)  In  connection   with  the  Buyer's   registration
obligations  hereunder,  the Buyer shall: (A) prepare and file with the SEC 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 applicable Registrable
Securities for the Effectiveness  Period; (B) 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; (C) respond as promptly as reasonably  possible to any comments
received  from  the  SEC  with  respect  to the  Registration  Statement  or any
amendment  thereto;  and (D) comply in all material respects with the provisions
of the  Securities  Act and the Exchange Act with respect to the  disposition of
all Registrable  Securities  covered by the  Registration  Statement  during the
applicable  period in accordance with the intended methods of disposition by the
Company  set  forth  in the  Registration  Statement  as so  amended  or in such
prospectus as so supplemented.

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

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

                        (v) The Buyer shall pay all fees and  expenses  incident
to the performance of or compliance with this Section 4(c),  including:  (A) all
registration and filing fees and expenses,  including  without  limitation those
related  to  filings  with  the  SEC and in  connection  with  applicable  state
securities  or "blue sky" laws;  and (B) printing  expenses  (including  without
limitation expenses of printing  certificates for Registrable  Securities and of
printing prospectuses requested by the Sellers).

                        (vi)  Subject  to the  last  sentence  of  this  Section
4(c)(vi), if at any time prior to the expiration of the Effectiveness Period the
Buyer shall determine to file with the SEC a registration  statement relating to
an offering  for its own account or the account of others  under 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 Buyer shall send to the Company
written notice of such  determination and, if within fifteen (15) days after the
effective  date of such  notice,  the Company  shall so request in writing,  the
Buyer  shall  include  in such  registration  statement  all or any  part of the
Registrable  Securities  the  Company  requests  to be  registered.  No right to
registration  of  Registrable  Securities  under this Section  4(c)(vi) shall be
construed to limit any  registration  required  under  Section  4(c)(i)  hereof.
Notwithstanding  anything to the contrary  set forth  herein,  the  registration
rights of the Company  pursuant to this Section 4(c)(vi) shall only be available
in the event the Buyer fails to timely file,  obtain  effectiveness  or maintain
effectiveness  of any  Registration  Statement  to be filed  pursuant to Section
4(c)(i) in accordance with the terms of this Agreement.

                                       16
<PAGE>

            d.  Authorization and Reservation of Shares.  The Buyer shall at all
times have  authorized,  and reserved for the purpose of issuance,  a sufficient
number of  shares of Common  Stock to  provide  for the full  conversion  of the
outstanding Note and issuance of the conversion  shares in connection  therewith
(based on the  conversion  price of the Note in effect from time to time) and as
otherwise  required  by the Note.  The  Company  shall not  reduce the number of
shares of Common Stock reserved for issuance upon conversion of the Note without
the consent of the Company.  If at any time the number of shares of Common Stock
authorized  and  reserved  for  issuance is below that which is required for the
full  conversion of the Note, the Buyer will promptly take all corporate  action
necessary to authorize  and reserve a  sufficient  number of shares,  including,
without  limitation,  calling a special  meeting of  shareholders  to  authorize
additional shares to meet the Company's obligations under this Section 4(d).

      5.  CONDITIONS TO THE COMPANY'S  OBLIGATION TO SELL. The obligation of the
Company  hereunder  to sell and assign  the Note to the Buyer at the  Closing is
subject  to the  satisfaction,  at or  before  the  Closing  Date of each of the
following conditions,  provided that these conditions are for the Company's sole
benefit and may be waived by the Company at any time in its sole discretion:

            a. The Buyer shall have executed this  Agreement,  and delivered the
same to the Company.

            b. The  Buyer  shall  have  delivered  the Note in  accordance  with
Section 1(b) above.

            c. The representations and warranties of the Buyer shall be true and
correct in all material  respects as of the date when made and as of the Closing
Date as though made at that time (except for representations and warranties that
speak as of a specific date), and the Buyer shall have performed,  satisfied and
complied in all material respects with the covenants,  agreements and conditions
required by this  Agreement to be  performed,  satisfied or complied with by the
Buyer at or prior to the  Closing  Date.  The  Company  shall  have  received  a
certificate  or  certificates,  executed by the chief  executive  officer of the
Buyer,  dated as of the Closing  Date,  to the  foregoing  effect and as to such
other matters as may be reasonably requested by the Company.

            d.  No  litigation,  statute,  rule,  regulation,  executive  order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by or in any court or governmental  authority of competent jurisdiction
or  any   self-regulatory   organization   having  authority  over  the  matters
contemplated  hereby which prohibits the consummation of any of the transactions
contemplated by this Agreement.

      6. CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE. The obligation of the
Buyer  hereunder  to  purchase  the  Note  at  the  Closing  is  subject  to the
satisfaction, at or before the Closing Date of each of the following conditions,
provided  that these  conditions  are for the  Buyer's  sole  benefit and may be
waived by the Buyer at any time in its sole discretion:

                                       17
<PAGE>

            a. Rebel Crew Films and the Rebel Crew Films Stockholders, including
the Company,  shall have executed the Stock  Purchase  Agreement and all related
agreements and delivered the same to the Buyer.

            b. The Company shall have executed this  Agreement and delivered the
same to the Buyer.

            c. The Company  shall have  delivered  to the Buyer a duly  executed
form of assignment, in such form and substance as is acceptable to the Buyer and
the Buyer's counsel,  to transfer  ownership and right to the Loan Receivable to
the Buyer.

            d. The  representations  and warranties of the Company shall be true
and  correct  in all  material  respects  as of the date when made and as of the
Closing  Date as  though  made at such  time  (except  for  representations  and
warranties  that  speak  as of a  specific  date)  and the  Company  shall  have
performed,  satisfied and complied in all material  respects with the covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Company at or prior to the Closing Date. The Buyer shall
have received a certificate or certificates,  executed by the managing member of
the Company,  dated as of the Closing Date,  to the  foregoing  effect and as to
such other matters as may be reasonably requested by the Buyer.

            e.  No  litigation,  statute,  rule,  regulation,  executive  order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by or in any court or governmental  authority of competent jurisdiction
or  any   self-regulatory   organization   having  authority  over  the  matters
contemplated  hereby which prohibits the consummation of any of the transactions
contemplated by this Agreement.

      7. GOVERNING LAW; MISCELLANEOUS.

            a. Governing Law. THIS AGREEMENT SHALL BE ENFORCED,  GOVERNED BY AND
CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF CALIFORNIA  APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED  ENTIRELY WITHIN SUCH STATE,  WITHOUT REGARD
TO THE  PRINCIPLES OF CONFLICT OF LAWS.  THE PARTIES HERETO HEREBY SUBMIT TO THE
EXCLUSIVE  JURISDICTION  OF THE  UNITED  STATES  FEDERAL  COURTS  LOCATED IN LOS
ANGELES  COUNTY,  CALIFORNIA  WITH  RESPECT TO ANY  DISPUTE  ARISING  UNDER THIS
AGREEMENT,   THE  AGREEMENTS   ENTERED  INTO  IN  CONNECTION   HEREWITH  OR  THE
TRANSACTIONS  CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE
DEFENSE OF AN INCONVENIENT  FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING.
BOTH  PARTIES  AGREE THAT A FINAL  NON-APPEALABLE  JUDGMENT  IN ANY SUCH SUIT OR
PROCEEDING  SHALL BE CONCLUSIVE  AND MAY BE ENFORCED IN OTHER  JURISDICTIONS  BY
SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.

                                       18
<PAGE>

            b.  Counterparts;  Signatures  by Facsimile.  This  Agreement may be
executed in one or more counterparts,  each of which shall be deemed an original
but all of which shall  constitute  one and the same  agreement and shall become
effective when  counterparts have been signed by each party and delivered to the
other party.  This Agreement,  once executed by a party, may be delivered to the
other party hereto by facsimile transmission of a copy of this Agreement bearing
the signature of the party so delivering this Agreement.

            c. Headings.  The headings of this Agreement are for  convenience of
reference only and shall not form part of, or affect the interpretation of, this
Agreement.

            d.  Severability.  In the event that any provision of this Agreement
is invalid or  unenforceable  under any applicable  statute or rule of law, then
such  provision  shall be deemed  inoperative to the extent that it may conflict
therewith  and shall be deemed  modified to conform with such statute or rule of
law. Any provision hereof which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision hereof.

            e. Entire Agreement;  Amendments. This Agreement and the instruments
referenced  herein contain the entire  understanding of the parties with respect
to the matters covered herein and therein and, except as specifically  set forth
herein or therein,  neither the Company nor the Buyer makes any  representation,
warranty,  covenant or undertaking with respect to such matters. No provision of
this  Agreement  may be waived or amended other than by an instrument in writing
signed by the party to be charged with enforcement.

            f. Notices.  Any notices required or permitted to be given under the
terms of this  Agreement  shall be sent by certified or registered  mail (return
receipt requested) or delivered personally or by courier (including a recognized
overnight  delivery  service) or by facsimile  and shall be effective  five days
after being placed in the mail, if mailed by regular United States mail, or upon
receipt, if delivered personally or by courier (including a recognized overnight
delivery  service)  or by  facsimile,  in each case  addressed  to a party.  The
addresses for such communications shall be:

                           If to the Company:

                                    Rebel Holdings, LLC
                                    Attention:  Jay Rifkin
                                    6601 Center Drive West
                                    Suite 200
                                    Los Angeles, California
                                    Facsimile:  (310) 499-4334


                                       19
<PAGE>


                           With a copy to:

                                    Danzig Kaye Cooper Fiore & Kay, LLP
                                    Attn: David M. Kaye, Esq.
                                    30A Vreeland Road
                                    Florham Park, New Jersey 07932
                                    Facsimile: (973) 443-0609

                           If to the Buyer:

                                    Digicorp
                                    Attn: William B. Horne
                                    100 Wilshire Boulevard, Suite 1750
                                    Santa Monica, CA 90401
                                    Facsimile: (310) 752-1486

                           With copy to (which shall not constitute notice):

                                    Sichenzia Ross Friedman Ference LLP
                                    1065 Avenue of the Americas
                                    21st Floor
                                    New York, New York 10018
                                    Attention:  Marc J. Ross, Esq.
                                    Facsimile:  (212) 930-9725

      Each  party  shall  provide  notice  to the other  party of any  change in
address.

            g. Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the parties and their  successors  and assigns.  Neither
the  Company  nor the  Buyer  shall  assign  this  Agreement  or any  rights  or
obligations hereunder without the prior written consent of the other.

            h. Third Party  Beneficiaries.  This  Agreement  is intended for the
benefit of the parties  hereto and their  respective  permitted  successors  and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

            i.  Non-Survival.  The parties  hereto hereby agree that none of the
representations   and   warranties   contained  in  this  Agreement  or  in  any
certificate,  document or  instrument  delivered in connection  herewith,  shall
survive the execution and delivery of this Agreement, and the Closing hereunder.

            j. Further  Assurances.  The Company and the Buyer each shall do and
perform,  or cause to be done and  performed,  all such further acts and things,
and  shall  execute  and  deliver  all  such  other  agreements,   certificates,
instruments and documents, as the other party may reasonably request in order to
carry out the intent and  accomplish  the  purposes  of this  Agreement  and the
consummation of the transactions contemplated hereby.

                                       20
<PAGE>

            k. No Strict Construction.  The language used in this Agreement will
be deemed to be the  language  chosen by the  parties  to express  their  mutual
intent, and no rules of strict construction will be applied against any party.

            l.  Remedies.  The  Company  and the Buyer each  acknowledge  that a
breach by it of its  obligations  hereunder will cause  irreparable  harm to the
other party by vitiating the intent and purpose of the transaction  contemplated
hereby. Accordingly,  the Company and the Buyer each acknowledge that the remedy
at law for a breach of its  obligations  under this Agreement will be inadequate
and each  agrees,  in the  event of a breach or  threatened  breach by it of the
provisions  of this  Agreement,  that the  other  party  shall be  entitled,  in
addition to all other available  remedies at law or in equity,  to an injunction
or  injunctions  restraining,  preventing or curing any breach of this Agreement
and to  enforce  specifically  the  terms and  provisions  hereof,  without  the
necessity of showing  economic loss and without any bond or other security being
required.


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                                       21
<PAGE>


      IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this
Agreement to be duly executed as of the date first above written.

                                             DIGICORP


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


                                             REBEL HOLDINGS, LLC


                                              /s/ Jay Rifkin
                                             -----------------------------------
                                             Jay Rifkin
                                             Managing Member