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  Agreement") 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
<PAGE>

      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
<PAGE>

      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  interpreted 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  "Agreement,"  "hereinafter,"
"herein,"  "hereinafter,"  "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  counterparts,  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
<PAGE>

      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
<PAGE>


                                        /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
<PAGE>

                                   Schedule I
                      Allocation of Consideration and Notes


Alan Morelli:

Holder of                          Number of                 Consideration
Registrable                        Registrable               and Notes
Shares                             Shares                    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                          Number of                 Consideration
Registrable                        Registrable               and Notes
Shares                             Shares                    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
                                   ===========               ===============
<PAGE>

                                    Exhibit A
                            Stock Purchase Agreement

<PAGE>

                                    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
<PAGE>

                                              [__________________________]


                                              By:_______________________________

                                              Name:_____________________________

                                              Title:____________________________


ATTEST:


___________________________



                                      B-2
<PAGE>

                                    Exhibit C
                                Escrow Agreement