ESCROW
      AGREEMENT

     

    This
      Escrow Agreement is made as of the 28th day of December 2005, by and among
      Patient Safety Technologies, Inc., a Delaware corporation (“PST”), Alan Morelli
      (“Morelli” and together with PST, the “Purchasers”),
      the
      shareholders of Digicorp,
      a Utah corporation (the “Company”), set forth in Schedule A hereto (the
“Sellers”), and
      Sichenzia Ross Friedman Ference LLP, a New York limited liability partnership
      having offices at 1065 Avenue of the Americas, New York, New York 10018
      (the "Escrow Agent").

     

    RECITALS

     

    The
      Purchasers and the Sellers are parties to that certain Amendment No. 1 dated
      as
      of December 28, 2005 (the “Amendment”) to the Stock Purchase Agreement dated
      December 29, 2004 (the "Purchase Agreement"). PST and Morelli are parties to
      that certain Assignment Agreement dated as of December 28, 2005 (the
“Assignment”), pursuant to which PST assigned certain obligations of PST under
      the Purchase Agreement, as amended by the Amendment, to Morelli. Pursuant to
      the
      terms of the Purchase Agreement, as amended by the Amendment, and the terms
      of
      the Assignment, the Sellers have agreed to sell the additional shares set forth
      in Schedule A (the “Shares”) to the Purchasers upon registering the resale of
      such Shares with the Securities and Exchange Commission (the “SEC”). The
      Purchasers and the Sellers wish to provide for the escrow of the Shares pending
      the purchase by the Purchasers, and desire that the Escrow Agent hold such
      Shares in connection therewith pursuant to the provisions of this Agreement,
      and
      the Escrow Agent is willing to hold such Shares pursuant to the provisions
      of
      this Agreement. All capitalized terms contained herein and not otherwise defined
      shall have the meaning ascribed to them in the Purchase Agreement, as amended.
      

    


    In
      consideration of the premises and mutual covenants, agreements, representations
      and warranties contained herein, the parties hereby agree as
      follows:

    


    1. The
      Purchasers and the Sellers hereby appoint the Escrow Agent to hold the Shares
      and the duly executed, medallion guaranteed stock powers related thereto (the
      “Escrowed Property”), in trust, and the Escrow Agent accepts such appointment,
      subject to the terms and conditions hereof. Upon signing this Escrow Agreement,
      the Sellers shall deliver stock certificates, together with medallion guaranteed
      stock powers related thereto, representing the Shares to the Escrow in the
      amounts set forth in Schedule A.

    


    2.
       Upon
      notification from the SEC that a registration statement registering the resale
      of the Shares by the Sellers (the “Registration Statement”) has been declared
      effective, the Escrow Agent shall deliver the Shares to the Purchasers. Pending
      delivery of the Escrowed Property out of escrow as provided herein, Escrow
      Agent
      shall hold all securities constituting the Escrowed Property in its custody
      in
      accordance with the terms of this Escrow Agreement.

     

    3. In
      addition to the deliveries required by Section 2, the Escrow Agent shall, from
      time to time, deliver all or some of the Escrowed Property to Sellers and
      Purchasers in accordance with such written instructions, jointly executed by
      Purchasers and Seller, as Escrow Agent may receive.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    4. Escrow
      Agent shall not be under any duty to give the Escrowed Property any greater
      degree of care than it gives its own similar property, and it shall have no
      liability hereunder, except for the willful breach of its duties
      hereunder.

    


    5. Escrow
      Agent shall have no duties or responsibilities except those expressly set forth
      herein, and no implied duties or obligations should be read into this Escrow
      Agreement against Escrow Agent. Escrow Agent need not refer to, and will not
      be
      bound by, the provisions of any other agreement.

    


    6. Escrow
      Agent may consult with counsel and shall be fully protected with respect to
      any
      action taken or omitted by it in good faith on advice of counsel.

    


    7. Escrow
      Agent makes no representation as to the validity, value, genuineness or the
      collectibility of any security or other document or instrument held by or
      delivered to it.

    


    8. Escrow
      Agent will receive no compensation for its services hereunder.

    


    9. In
      the
      event that Escrow Agent shall be uncertain as to its duties or rights hereunder,
      or shall receive instructions from Sellers or Purchasers, or both, with respect
      to the Escrowed Property, which, in its opinion, are in conflict with any of
      the
      provisions hereof: (a) it shall be entitled to refrain from taking any action,
      and in doing so shall not become liable in any way or to any person for its
      failure or refusal to comply with such conflicting demands, and it shall be
      entitled to continue so to refrain from acting and so refuse to act until it
      shall be directed otherwise, in writing, jointly by Sellers and Purchasers
      or
      until it shall receive a final determination of a court of law, arbitration
      panel, or similar adjudicative body, or (b) it may commence as interpleader
      action in any court of competent jurisdiction to seek an adjudication of the
      rights of Sellers and Purchasers.

    


    10. Escrow
      Agent may act in reliance upon any notice, instruction, certificate, statement,
      request, consent, confirmation, agreement or other instrument which it believes
      to be genuine and to have been signed by a proper person or persons, and may
      assume that any of the officers of any Seller or Purchasers purporting to act
      on
      behalf of any Seller or Purchasers in giving any such notice or other instrument
      in connection with the provisions hereof has been duly authorize to do
      so.

    


    11. In
      the
      event that Escrow Agent shall by written notice request of Sellers and
      Purchasers instructions jointly executed by them regarding any matter arising
      in
      connection with this Escrow Agreement, and such parties shall not, within
      fifteen (15) days after the giving of such notice, deliver to Escrow Agent
      written instructions reasonably satisfactory to Escrow Agent in relation to
      such
      matter, Escrow Agent may retain counsel to advise it in such connection or
      act
pro se.

    


    12. (a) 
      In the
      event that Escrow Agent retains counsel or otherwise incurs any legal fees
      by
      virtue of any provision of this Escrow Agreement, the reasonable fees and
      disbursements of such counsel and any other liability, loss or expense which
      it
      may thereafter suffer or incur in connection with this Escrow Agreement or
      the
      performance or attempted performance in good faith of its duties hereunder
      shall
      be paid (or reimbursed to it) by Sellers and Purchasers, jointly and severally.
      In the event that Escrow Agent shall become a party to any litigation in
      connection with its functions as Escrow Agent pursuant to this Escrow Agreement,
      whether such litigation shall be brought by or against it, the reasonable fees
      and disbursements of counsel to Escrow Agent and the amounts attributable to
      services rendered by members or associates of Escrow Agent at the then
      prevailing hourly rate charged by them and disbursements incurred by them,
      together with any other liability, loss or expense which it may suffer or incur
      in connection therewith, shall be paid (or reimbursed to it) by Sellers and
      Purchasers, jointly and severally, unless such loss, liability or expense is
      due
      to the willful breach by Escrow Agent of its duties hereunder.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (b) Sellers
      and Purchasers jointly and severally hereby unconditionally agree to indemnify
      Escrow Agent and hold it harmless from and against any and all taxes (including
      federal, state and local taxes of any kind and other governmental charges),
      expenses, damages, actions, suits or other charges incurred by or brought or
      assessed against it for (i) anything done or omitted by it in the performance
      of
      its duties hereunder, or (ii) an account of its acting in its capacity as an
      Escrow Agent or stakeholder hereunder, except as a result of its willful breach
      of its duties under this Escrow Agreement.

    


    (c) All
      expenses incurred by Escrow Agent in connection with the performance of its
      duties hereunder shall be paid (or reimbursed to it) jointly and severally
      by
      Purchasers.

    


    (d) The
      agreements contained in this Section 12 shall survive any termination of the
      duties of Escrow Agent hereunder.

    


    13. Escrow
      Agent may resign at any time and be discharged from its duties as Escrow Agent
      hereunder by giving Sellers and Purchasers at least fifteen (15) days’ prior
      written notice thereof. As soon as practicable after its resignation, Escrow
      Agent shall turn over to the successor escrow agent appointed by Sellers and
      Purchasers the Escrowed Property then held by Escrow Agent upon presentation
      of
      the document appointing the new Escrow Agent and its acceptance thereof. If
      no
      new Escrow Agent is so appointed within thirty (30) days following such notice
      of resignation, Escrow Agent may deposit the Escrowed Property with, and
      commence an inter-pleader or other appropriate action in, any court of competent
      jurisdiction.

    


    14. Sellers
      and Purchasers may each terminate this Agreement by giving written notice to
      Escrow Agent and the other party, by certified or registered mail, ten (10)
      business days prior to the effective date of termination, to the effect that
      the
      non-terminating party has failed to satisfy its obligations under the Purchase
      Agreement, as amended. Within three (3) business days after receiving notice
      of
      termination, the non-terminating party shall advise Escrow Agent, in writing,
      by
      certified or registered mail, if it disputes the termination. Upon receiving
      such advice, Escrow Agent shall take no action until it receives either (a)
      a
      letter signed by both Sellers and Purchasers jointly directing it to deliver
      the
      Escrowed Property to one or both parties in accordance with the terms set forth
      in such letter or (b) a final determination by a court of law, arbitration
      panel
      or similar adjudicative body specifying the manner in which the Escrowed
      Property is to be turned over by Escrow Agent. If, on or prior to the effective
      date of termination, the non-terminating party fails to advise Escrow Agent
      that
      it disputes the termination, Escrow Agent shall thereupon turn over the Escrowed
      Property to the Sellers.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    15. For
      the
      purpose of this Escrow Agreement, a determination will be deemed final once
      Escrow Agent receives a written notification from counsel that no appeal of
      the
      determination is permitted, or that the time to appeal has expired.

     

    16. Escrow
      Agent shall have no responsibility for the contents of any writing of any
      arbitrator contemplated herein and may rely without liability upon the contents
      thereof.

    


    17. Morelli
      and the Sellers hereby acknowledge that the Escrow Agent is counsel to PST
      and
      Morelli and the Sellers hereby agree that they will not seek to disqualify
      the
      Escrow Agent from acting and continuing to act as counsel to PST in the event
      of
      a dispute hereunder or in the course of the defense or prosecution of any claim
      relating to the transactions contemplated hereby, by the Purchase Agreement,
      as
      amended, or by the Assignment.

    


    18.  Unless
      otherwise specified in this Escrow Agreement, all notices and other
      communications under this Escrow Agreement shall be in writing and shall be
      deemed given when delivered personally, by overnight commercial delivery service
      or mailed by certified mail, return receipt requested, or sent via facsimile
      (receipt confirmed) to the parties at
      the
      following addresses (or to such other address or facsimile numbers as a party
      may have specified by notice given to the other party pursuant to this
      provision):

    


    
      	
            	(a)	
              If
                to PST, to it at: 

            


    

    


    Attn:
      Milton “Todd” Ault, III

    Patient
      Safety Technologies, Inc.

    100
      Wilshire Boulevard, Suite 1750

    Santa
      Monica, CA 90401

    Facsimile:
      (310) 752-1481

    


    
      	 	
              (b)

            	
              If
                to Morelli, to him at:

            


    

    


    Alan
      Morelli

    _______________________

    _______________________

    Facsimile:
      _______________

    


    
      	 	
              (c)

            	
              If
                to the Sellers, to them at:

            


    

    


    c/o
      Gregg
      B. Colton

    1206
      W
      South Jordan Pkwy, Unit B

    South
      Jordan, UT 84095

    Facsimile:
      (801) 446-5500

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    
      	 	
              (d)

            	
              If
                to the Escrow Agent, to it at:

            


    

    


    Attn:
      Marc J. Ross, Esq.

    Sichenzia
      Ross Friedman Ference LLP

    1065
      Avenue of the Americas

    New
      York,
      NY 10018

    Facsimile:
      (212) 930-9725;

    


    or
      to
      such other persons, addresses or facsimile numbers as any party may have
      furnished in writing to the other parties. Copies of all communications
      hereunder shall be sent to the Escrow Agent.

    


    19. The
      terms
      and provisions of this Escrow Agreement may not be waived, discharged or
      terminated orally, but only by an instrument in writing signed by the person
      or
      persons against whom enforcement of the discharge, waiver or termination is
      sought.

    


    20. Escrow
      Agent shall not be bound by any modification of the provisions of this Escrow
      Agreement, unless such modification is in writing and signed by Sellers and
      Purchasers, and, with respect to any modification in its duties or its rights
      of
      indemnification hereunder, it shall have given its prior written consent
      thereto.

    


    21. Purchasers
      and Sellers shall, from time to time, execute such documents and perform such
      acts as Escrow Agent may reasonably request and as may be necessary to enable
      Escrow Agent to perform its duties hereunder or effectuate the transactions
      contemplated by thus Escrow Agreement.

    


    22. The
      provisions contained herein constitute the entire agreement among the parties
      respecting the subject matter hereof and supersede all previous communications,
      representations and agreements, whether verbal or written, among the parties
      with respect to the subject matter hereof.

    


    23. This
      Escrow Agreement may be executed in counterparts, each of which when executed
      by
      any party will be deemed to be an original and all of which counterparts will
      together constitute one and the same Escrow Agreement. 

    


    24. The
      rights created by this Agreement shall inure to the benefit of, and the
      obligations created hereby shall be binding upon, the heirs, successors, assigns
      and personal representatives of Escrow Agent, Purchasers and
      Sellers.

    


    25. This
      Escrow Agreement shall be governed by, and its provisions construed in
      accordance with the laws of the State of New York.

    


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    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Escrow Agreement to be duly executed as of
      the
      day and year first above written.

     

    
      	 	
              PURCHASERS:

              


              PATIENT
                SAFETY TECHNOLOGIES, INC. 

              


              


              By:
                /s/
                Milton “Todd” Ault
                III                      
                

              Milton
                “Todd” Ault III

              Chairman
                and Chief Executive Officer

              


              


              /s/
                Alan
                Morelli                                               
                

              Alan
                Morelli

              


              SELLERS:

              


              


              /s/
                Don J.
                Colton                                             
                

              Don
                J. Colton

              


              


              /s/
                Gregg B.
                Colton                                         
                

              Gregg
                B. Colton 

              


              


              VERNAL
                WESTERN DRILLING

              


              By:
                /s/
                Gregg B.
                Colton                                  

              Name:
                Gregg B. Colton

              Title:
                President

              


              


              /s/
                Norman
                Sammis                                         
                

              Norman
                Sammis

              


              


              /s/
                Glenn W.
                Stewart                                      
                

              Glenn
                W. Stewart

            


    

     

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        6

        
          

        

      

      
         

      

       

      
        	 	
                /s/
                  Andrew
                  Buffmire                                       
                  

                Andrew
                  Buffmire

                


                 

              


      

      
        ESCROW
          AGENT:

        SICHENZIA
          ROSS FRIEDMAN FERENCE LLP

        


        


        By:
          /s/
          Thomas A.
          Rose                                


        Thomas
          A.
          Rose

        Partner

      

       

       

    

    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    
SCHEDULE
      A

    ESCROWED
      PROPERTY

    


    Shares
      to be delivered to Alan Morelli upon effectiveness of the Registration
      Statement:

    


    
      	
              Seller

            	 	
              Number
                of 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

            	 


    

    


     

    Shares
      to be delivered to Patient Safety Technologies, Inc. upon effectiveness of
      the
      Registration Statement:

    


    
      	
              Seller

            	 	
              Number
                of 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

            	 


    

    


    
      
         

      

      
        8