AMENDMENT
      NO. 1

    TO

    STOCK
      PURCHASE AGREEMENT

    


    This
      Amendment No. 1 (this “Amendment”) to the Stock Purchase Agreement dated as of
      December 29, 2004 (the “Purchase Agree-ment”) among
      Franklin Capital Corporation, a Delaware corporation (currently, Patient Safety
      Technologies, Inc.) (the “Purchaser”), and the shareholders of Digicorp, a Utah
      corporation (the “Company”), set forth in Section A of the signature page
      thereto (the “Principal Shareholders”), and the shareholders of the Company set
      forth in Section B of the signature page thereto (the “Other Shareholders”), is
dated
      December 28, 2005.

    


    WITNESSETH:

    


    WHEREAS,
      on or about December 30, 2004, the Purchaser, the Principal Shareholders and
      the
      Other Shareholders entered into the Purchase Agreement, a copy of which is
      attached hereto as Exhibit A; 

    


    WHEREAS,
      simultaneously with the execution of this Amendment, the parties are entering
      into an Assignment Agreement (the “Assignment”), whereby the Purchaser is
      assigning part of its obligations pursuant to the Purchase Agreement, as amended
      by this Amendment, to Alan Morelli (“Morelli”); and 

    


    WHEREAS,
      the parties now desire to amend the Purchase Agreement as hereinafter set
      forth.

    


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

    


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

    


    2. Section
      1.1 of the Purchase Agreement is hereby amended to be and read as
      follows:

     

    “1.1
      Sale
      and Purchase of Shares.

     

    Upon
      the
      terms and subject to the conditions contained herein, on the Closing Date each
      Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and
      the Purchaser shall purchase from each Seller, the Shares of such Seller set
      forth opposite such Seller’s name in the column entitled “Shares Sold on Signing
      of Agreement” on Schedule
      A hereto. Each Seller with Shares set forth opposite such Seller’s name in the
      column entitled “Shares To Be Registered” further agrees to sell the Shares in
      such column upon effectiveness of the Registration Statement (as hereafter
      defined) (the “Registration Date”). The purchase and sale of the Shares pursuant
      to this Agreement shall be effective as of the close of business on December
      29,
      2004 (the “Effective Time”), except for the Registrable Shares, which shall be
      sold effective as of the Registration Date.”

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    
      
        3.
          Section
          2.1 of the Purchase Agreement is hereby amended to be and read as
          follows:

      

    

    


    “2.1
      Amount
      of Purchase Price.

     

    The
      purchase price for the Shares shall be an amount
      equal to (a) $0.135 per share for all Sellers selling 80% of their Total Shares,
      in the amounts set forth on Schedule A(1) hereto, and (b) $0.145 per share
      for
      all Sellers selling 100% of their Total Shares, in the amounts set forth on
      Schedule A(2) hereto (the “Purchase Price”). The purchase price for the
      Registrable Shares shall be $0.135 per share if the Registration Date is within
      six months from the date hereof and shall be $0.145 if the Registration Date
      is
      after six months from the date hereof.”

     

    4. The
      closing and the sale and purchase of the Registrable Shares provided for in
      Section 1.1 shall take place at the offices of Sichenzia Ross Friedman Ference
      LLP located at 1065 Avenue of the Americas, New York, New York 10018 (or at
      such
      other place as the parties may designate in writing) as of the Registration
      Date.

    


    5. Section
      3.2(a) of the Purchase Agreement, which is set forth below in its entirety,
      is
      hereby deleted.

    


    “(a)
      At
      the
      election of the Sellers
      or the
      Purchaser on or after
      December
      31, 2004, if the Closing shall not have occurred by the close of business on
      such date, provided that the terminating party is not in default of any of
      its
      obligations hereunder;”

    


    6. The
      parties hereto hereby acknowledge that the Registrable Shares may not be
      purchased and sold until the sale of such Registrable Shares is registered
      pursuant to an effective Registration Statement. Accordingly, solely as
      applicable to the Registrable Shares, the parties hereto hereby waive Section
      3.2(c) of the Purchase Agreement.

    


    7. Section
      6.7(b) of the Purchase Agreement, which is set forth below in its entirety,
      is
      hereby deleted.

    


    “(b)
      If,
      and to the extent, such Registration Statement is not declared effective by
      the
      SEC within one year from the Effective Date, the Purchaser shall cause the
      Company to redeem the Registrable Shares at a rate of $0.145 per
      share.”

    


    8. As
      consideration (the “Consideration”) for entering into this Amendment, upon
      deposit of the Registrable Shares into escrow in accordance with the Escrow
      Agreement attached hereto as Exhibit C: (a) Morelli shall deliver one hundred
      forty-five thousand dollars and three cents ($145,000.03) to the holders of
      Registrable Shares set forth on the signature page hereto (the “Registrable
      Shareholders”); and (b) the Purchaser shall deliver thirty-two thousand four
      hundred eighty dollars and three cents ($32,480.03) to the Registrable
      Shareholders. The Consideration shall constitute a loan to the Registrable
      Shareholders which shall not be repayable until such time that the Registrable
      Shares are delivered to Morelli and the Purchaser as contemplated pursuant
      to
      the terms of the Assigment. The Consideration shall be paid by Morelli and
      the
      Purchaser in accordance with Schedule I hereto. 

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    9. Upon
      Execution of this Amendment: (a) the Registrable Shareholders shall deliver
      to
      Morelli and the Purchaser promissory notes, in the form attached hereto as
      Exhibit B (the “Notes”), in accordance with Schedule I; and (b) the Registrable
      Shareholders shall deposit the Registrable Shares into escrow in accordance
      with
      the Escrow Agreement attached hereto as Exhibit C. On the Registration Date,
      the
      Consideration shall be applied against payment of the purchase price for the
      Registrable Shares, at which time the Notes shall be cancelled and the
      Registrable Shares shall be delivered to Morelli and the Purchaser.


    


    10. The
      Company hereby agrees that if it does not register the resale of the Registrable
      Shares as required pursuant to Section 4 of the Assignment on or before June
      30,
      2005, then the Company shall redeem the Registrable Shares from the Registrable
      Shareholders at a price of $0.145 per share (the “Redemption Price”) and the
      Company shall thereupon sell an aggregate of 1,224,000 shares of the Company’s
      common stock at a price of $0.145 per share (the “Redemption Share Purchase
      Price”) to Morelli and the Purchaser in accordance with the Allocation of
      Registrable Shares described in Schedule I. Upon such redemption and sale,
      the
      Consideration described in Section 8 hereof shall constitute the Redemption
      Price paid by the Company to the Registrable Shareholders and also the
      Redemption Share Purchase Price paid by Morelli and the Purchaser to the
      Company, and the Notes shall automatically be cancelled. 

    


    11. (a) This
      Amendment shall be construed and interpret-ed in accordance with the laws of
      the
      State of California without giving effect to the conflict of laws rules thereof
      or the actual domiciles of the parties.

    


    (b) Except
      as
      amended hereby, the terms and provisions of the Purchase Agreement shall remain
      in full force and effect, and the Purchase Agreement is in all respects ratified
      and confirmed. On and after the date of this Amendment, each reference in the
      Purchase Agreement to the “Agree-ment,” “hereinaf-ter,” “herein,”
“herein-after,” “hereunder,” “hereof,” or words of like import shall mean and be
      a reference to the Purchase Agreement as amended by this Amendment.

    


    (c) This
      Amendment may be executed in one or more counter-parts, each of which shall
      be
      deemed an original and all of which taken together shall constitute a single
      Amendment.

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    
 

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
 

    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the
      Purchase Agreement as of the date first stated above.

     

    
      	 	
              PURCHASER:

               

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

              


              By:
                /s/
                Milton “Todd” Ault
                III                            
                

              Milton
                “Todd” Ault III

              Chairman
                and Chief Executive Officer

              


              HOLDERS
                OF REGISTRABLE SHARES:

              


              /s/
                Don J.
                Colton                                                   
                

              Don
                J. Colton

              Registrable
                Shares Owned: 304,500

              


              


              /s/
                Gregg B.
                Colton                                               

              Gregg
                B. Colton 

              Registrable
                Shares Owned: 328,550

              


              


              VERNAL
                WESTERN DRILLING

              


              By:
                /s/
                Gregg B.
                Colton                                        
                

              Name:
                Gregg B. Colton

              Title:
                President

              Registrable
                Shares Owned: 500,000

              


              


              /s/
                Norman
                Sammis                                               
                

              Norman
                Sammis

              Registrable
                Shares Owned: 18,200

              


              


              /s/
                Glenn W.
                Stewart                                            
                

              Glenn
                W. Stewart

              Registrable
                Shares Owned: 18,200

            


    

    


    [SIGNATURES
      CONTINUE ON FOLLOWING PAGE]

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
      	 	
              /s/
                Andrew
                Buffmire                                             
                

              Andrew
                Buffmire

              Registrable
                Shares Owned: 54,550

              


              


              ACKNOWLEDGED
                AND AGREED:

              


              


              /s/
                Alan
                Morelli                                                      
                

              Alan
                Morelli

              


              


              DIGICORP

              


              By:
                /s/
                William B.
                Horne                                        
                

              Name:
                William B. Horne

              Title:
                Chief Executive Officer

            


    

    


    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    Schedule
      I

    Allocation
      of Consideration and Notes

    


    Alan
      Morelli:

    


    
      	
              Holder
                of 

              Registrable
                Shares

            	 	
              Number
                of 

              Registrable
                Shares

            	 	
              Consideration
                and Notes
                to be Delivered

            	 
	 	 	 	 	 	 
	
              Don
                J. Colton

            	 	 	
              248,775

            	 	
              $

            	
              36,072.38

            	 
	
              Vernal
                Western Drilling

            	 	 	
              408,497

            	 	
              $

            	
              59,232.07

            	 
	
              Gregg
                B. Colton

            	 	 	
              268,423

            	 	
              $

            	
              38,921.34

            	 
	
              Norman
                Sammis

            	 	 	
              14,869

            	 	
              $

            	
              2,156.01

            	 
	
              Glenn
                W. Stewart

            	 	 	
              14,869

            	 	
              $

            	
              2,156.01

            	 
	
              Andrew
                Buffmire

            	 	 	
              44,567

            	 	
              $

            	
              6,462.22

            	 
	 	 	 	 	 	 	 	 
	
              Total

            	 	 	
              1,000,000

            	 	
              $

            	
              145,000.03

            	 


    

    


     

    Patient
      Safety Technologies, Inc.:

    


    
      	
              Holder
                of 

              Registrable
                Shares

            	 	
              Number
                of 

              Registrable
                Shares

            	 	
              Consideration
                and Notes
                to be Delivered

            	 
	 	 	 	 	 	 
	
              Don
                J. Colton

            	 	 	
              55,725

            	 	
              $

            	
              8,080.13

            	 
	
              Vernal
                Western Drilling

            	 	 	
              91,503

            	 	
              $

            	
              13,267.94

            	 
	
              Gregg
                B. Colton

            	 	 	
              60,127

            	 	
              $

            	
              8,718.42

            	 
	
              Norman
                Sammis

            	 	 	
              3,331

            	 	
              $

            	
              483.00

            	 
	
              Glenn
                W. Stewart

            	 	 	
              3,331

            	 	
              $

            	
              483.00

            	 
	
              Andrew
                Buffmire

            	 	 	
              9,983

            	 	
              $

            	
              1,447.54

            	 
	 	 	 	 	 	 	 	 
	
              Total

            	 	 	
              224,000

            	 	
              $

            	
              32,480.03

            	 


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      A

    Stock
      Purchase Agreement

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      B

    Form
      of Promissory Note

     

    
      	$____________	
              [CITY],
                [STATE]

              __________,
                2005

            


    

    


    FOR
      VALUE
      RECEIVED, ____________________ (the “Maker”), [individually/a __________
      corporation] with [his/its] principal [residence/office] located at
      ________________________________________, hereby promises to pay [Alan
      Morelli/Patient Safety Technologies, Inc.] (the “Payee”), [an individual/a
      Delaware corporation] with an address at
      ________________________________________, the principal sum of
      _________________________ dollars and __________ cents ($____________) in lawful
      money of the United States on the Registration Date (as defined in that certain
      Stock Purchase Agreement dated as of December 29, 2004 by and among Franklin
      Capital Corporation (currently, Patient Safety Technologies, Inc.) and the
      Sellers identified on the signature page thereto) (the “Maturity Date”). No
      interest shall accrue on the principal amount of this Note.

    


    Upon
      redemption of the Registrable Shares (defined in that certain Stock Purchase
      Agreement dated as of December 29, 2004 (the “Purchase Agreement”) among
      Franklin Capital Corporation, a Delaware corporation (currently, Patient Safety
      Technologies, Inc.), and the shareholders of Digicorp, a Utah corporation (the
      “Company”), set forth in Section A of the signature page thereto, and the
      shareholders of the Company set forth in Section B of the signature page
      thereto) pursuant to Amendment No. 1 to the Purchase Agreement, this Note shall
      be automatically cancelled and all obligations hereunder shall be deemed null
      and void.

    


    This
      Note
      may not be changed, modified or terminated orally, but only by an agreement
      in
      writing, signed by the party to be charged. The Maker hereby authorizes the
      Payee to complete this Note and any particulars relating thereto according
      to
      the terms of the indebtedness evidenced hereby.

    


    In
      the
      event of any litigation with respect to the obligations evidenced by this Note,
      the Maker waives the right to a trial by jury and all rights of set-off and
      rights to interpose permissive counterclaims and cross-claims. This Note shall
      be governed by and construed in accordance with the laws of the State of
      California and shall be binding upon the successors, assigns, heirs,
      administrators and executors of the Maker and inure to the benefit of the Payee,
      [his/its] successors, endorsees, assigns, heirs, administrators and
      executors.

    


    The
      Maker
      hereby irrevocably consents to the jurisdiction of the state and federal courts
      located in the County of Los Angeles, California in connection with any action
      or proceeding arising out of or relating to this Note. If any term or provision
      of this Note shall be held invalid, illegal or unenforceable, the validity
      of
      all other terms and provisions hereof shall in no way be affected
      thereby.

    


    
      
         

      

      
        B-1

        
          

        

      

      
         

      

       

    

    
      	 	
              [_________________________]

              


               

              By:
                __________________________

              Name:
                ________________________

              Title:
                _________________________

            


    

     

    


    ATTEST:      

     

    _________________________

     

    


    
      
         

      

      
        B-2

        
          

        

      

      
         

      

    


    Exhibit
      C

    Escrow
      Agreement