THE  SECURITIES  REPRESENTED  HEREBY  MAY NOT BE  TRANSFERRED  UNLESS  (I)  SUCH
SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933,
AS AMENDED,  (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K),  OR (III)
THE COMPANY HAS  RECEIVED AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY  TO IT
THAT  SUCH  TRANSFER  MAY  LAWFULLY  BE  MADE  WITHOUT  REGISTRATION  UNDER  THE
SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BE VOID AFTER
5:00 P.M. EASTERN TIME ON OCTOBER __, 2010 (the "EXPIRATION DATE").


                                    DIGICORP

                      WARRANT TO PURCHASE 500,000 SHARES OF
                    COMMON STOCK, PAR VALUE $0.001 PER SHARE

      For VALUE RECEIVED, Bodnar Capital Management,  LLC ("Warrantholder"),  is
entitled to purchase,  subject to the provisions of this Warrant, from Digicorp,
a Utah  corporation  (the  "Company"),  at any time not later  than  5:00  P.M.,
Eastern time, on the Expiration  Date (as defined  above),  at an exercise price
per share equal to $0.01 (the  exercise  price in effect being herein called the
"Warrant  Price"),  500,000 shares  ("Warrant  Shares") of the Company's  Common
Stock, par value $0.001 per share ("Common Stock"). The number of Warrant Shares
purchasable upon exercise of this Warrant and the Warrant Price shall be subject
to adjustment from time to time as described herein.

      Section 1. Registration. The Company shall maintain books for the transfer
and registration of the Warrant.  Upon the initial issuance of this Warrant, the
Company shall issue and register the Warrant in the name of the Warrantholder.

      Section 2. Transfers.  As provided herein, this Warrant may be transferred
only pursuant to a  registration  statement  filed under the  Securities  Act of
1933, as amended (the "Securities Act"), or an exemption from such registration.
Subject to such restrictions,  the Company shall transfer this Warrant from time
to time upon the books to be maintained  by the Company for that  purpose,  upon
surrender  thereof for transfer  properly endorsed or accompanied by appropriate
instructions for transfer and such other documents as may be reasonably required
by the Company, including, if required by the Company, an opinion of its counsel
to the effect that such transfer is exempt from the registration requirements of
the Securities  Act, to establish that such transfer is being made in accordance
with the terms hereof,  and a new Warrant shall be issued to the  transferee and
the surrendered Warrant shall be canceled by the Company.

<PAGE>

      Section 3.  Exercise of Warrant.  Subject to the  provisions  hereof,  the
Warrantholder may exercise this Warrant in whole or in part at any time prior to
its expiration upon surrender of the Warrant, together with delivery of the duly
executed  Warrant  exercise  form attached  hereto as Appendix A (the  "Exercise
Agreement")  and payment by cash,  certified check or wire transfer of funds for
the  aggregate  Warrant  Price for that  number of  Warrant  Shares  then  being
purchased,  to the Company  during normal  business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company as it may designate by notice to the Warrantholder).  The Warrant Shares
so  purchased  shall  be  deemed  to be  issued  to  the  Warrantholder  or  the
Warrantholder's designee, as the record owner of such shares, as of the close of
business  on the date on which  this  Warrant  shall have been  surrendered  (or
evidence  of loss,  theft or  destruction  thereof  and  security  or  indemnity
satisfactory  to the  Company),  the Warrant  Price shall have been paid and the
completed  Exercise  Agreement shall have been delivered.  Certificates  for the
Warrant  Shares  so  purchased,  representing  the  aggregate  number  of shares
specified in the  Exercise  Agreement,  shall be delivered to the  Warrantholder
within a reasonable  time,  not exceeding  three (3) business  days,  after this
Warrant shall have been so exercised.  The certificates so delivered shall be in
such  denominations  as may be  requested  by the  Warrantholder  and  shall  be
registered  in the  name of the  Warrantholder  or such  other  name as shall be
designated by the Warrantholder.  If this Warrant shall have been exercised only
in part,  then,  unless this  Warrant has  expired,  the Company  shall,  at its
expense,  at  the  time  of  delivery  of  such  certificates,  deliver  to  the
Warrantholder  a new Warrant  representing  the number of shares with respect to
which this Warrant shall not then have been exercised. As used herein, "business
day" means a day,  other than a Saturday  or Sunday,  on which banks in New York
City are open for the general  transaction  of business.  Each  exercise  hereof
shall   constitute   the   re-affirmation   by  the   Warrantholder   that   the
representations  and  warranties  contained  in  Article  I of the  Subscription
Agreement (the "Subscription  Agreement") dated May 18, 2005 between the Company
and the  Subscriber  thereto are true and correct in all material  respects with
respect to the Warrantholder as of the time of such exercise.

      Section 4. Compliance with the Securities Act of 1933.  Except as provided
in the Subscription Agreement, the Company may cause the legend set forth on the
first page of this Warrant to be set forth on each Warrant or similar  legend on
any security  issued or issuable upon exercise of this Warrant,  unless  counsel
for the  Company is of the opinion as to any such  security  that such legend is
unnecessary.

      Section 5. Payment of Taxes.  The Company will pay any  documentary  stamp
taxes  attributable to the initial  issuance of Warrant Shares issuable upon the
exercise  of the  Warrant;  provided,  however,  that the  Company  shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name other than that of the  Warrantholder  in respect of which such  shares are
issued,  and in such case, the Company shall not be required to issue or deliver
any  certificate  for Warrant Shares or any Warrant until the person  requesting
the same has paid to the  Company the amount of such tax or has  established  to
the  Company's  reasonable  satisfaction  that  such  tax  has  been  paid.  The
Warrantholder shall be responsible for income taxes due under federal,  state or
other law, if any such tax is due.

      Section 6.  Mutilated or Missing  Warrants.  In case this Warrant shall be
mutilated,  lost, stolen, or destroyed,  the Company shall issue in exchange and
substitution of and upon  cancellation of the mutilated  Warrant,  or in lieu of
and  substitution  for the Warrant lost,  stolen or destroyed,  a new Warrant of
like tenor and for the  purchase  of a like number of Warrant  Shares,  but only
upon receipt of evidence  reasonably  satisfactory  to the Company of such loss,
theft or  destruction  of the  Warrant,  and with  respect to a lost,  stolen or
destroyed  Warrant,  reasonable  indemnity  or bond  with  respect  thereto,  if
requested by the Company.

                                       2
<PAGE>

      Section 7. Reservation of Common Stock. The Company hereby  represents and
warrants that there have been reserved,  and the Company shall at all applicable
times keep reserved until issued (if necessary) as  contemplated by this Section
7, out of the authorized and unissued shares of Common Stock,  sufficient shares
to provide  for the  exercise  of the  rights of  purchase  represented  by this
Warrant.  The Company agrees that all Warrant Shares issued upon due exercise of
the  Warrant  shall be, at the time of  delivery  of the  certificates  for such
Warrant Shares, duly authorized,  validly issued,  fully paid and non-assessable
shares of Common Stock of the Company.

      Section 8.  Adjustments.  Subject and pursuant to the  provisions  of this
Section 8, unless waived in a particular case by the Warrantholder,  the Warrant
Price and number of Warrant  Shares  subject to this Warrant shall be subject to
adjustment from time to time as set forth hereinafter.

            (a) If the  Company  shall,  at any time or from time to time  while
this Warrant is outstanding, pay a dividend or make a distribution on its Common
Stock in shares of Common  Stock,  subdivide  its  outstanding  shares of Common
Stock  into a greater  number of shares or  combine  its  outstanding  shares of
Common Stock into a smaller number of shares or issue by reclassification of its
outstanding  shares of Common Stock any shares of its capital  stock  (including
any such  reclassification in connection with a consolidation or merger in which
the Company is the  continuing  corporation),  then the number of Warrant Shares
purchasable  upon  exercise  of the  Warrant  and the  Warrant  Price in  effect
immediately  prior to the date upon which such change  shall  become  effective,
shall be adjusted by the Company so that the Warrantholder thereafter exercising
the Warrant shall be entitled to receive the number of shares of Common Stock or
other capital stock which the  Warrantholder  would have received if the Warrant
had been  exercised  immediately  prior to such event upon  payment of a Warrant
Price that has been  adjusted to reflect a fair  allocation  of the economics of
such event to the  Warrantholder.  Such adjustments  shall be made  successively
whenever any event listed above shall occur.

            (b) If any capital  reorganization,  reclassification of the capital
stock of the  Company,  consolidation  or merger  of the  Company  with  another
corporation in which the Company is not the survivor, or sale, transfer or other
disposition  of all or  substantially  all of the  Company's  assets to  another
corporation  shall be effected,  then,  as a condition  of such  reorganization,
reclassification,  consolidation,  merger,  sale, transfer or other disposition,
lawful and adequate  provision  shall be made whereby each  Warrantholder  shall
thereafter  have the right to purchase  and receive  upon the basis and upon the
terms  and  conditions  herein  specified  and in  lieu  of the  Warrant  Shares
immediately  theretofore  issuable upon exercise of the Warrant,  such shares of
stock,  securities or assets as would have been issuable or payable with respect
to or in exchange for a number of Warrant  Shares equal to the number of Warrant
Shares immediately  theretofore  issuable upon exercise of the Warrant, had such
reorganization, reclassification, consolidation, merger, sale, transfer or other
disposition not taken place, and in any such case appropriate provision shall be
made with respect to the rights and interests of each  Warrantholder  to the end
that  the  provisions  hereof  (including,  without  limitation,  provision  for
adjustment  of the Warrant  Price) shall  thereafter  be  applicable,  as nearly
equivalent as may be practicable in relation to any shares of stock,  securities
or assets thereafter deliverable upon the exercise hereof. The Company shall not
effect any such  consolidation,  merger,  sale,  transfer  or other  disposition
unless prior to or  simultaneously  with the consummation  thereof the successor
corporation  (if other than the Company)  resulting from such  consolidation  or
merger,  or the  corporation  purchasing or otherwise  acquiring  such assets or
other  appropriate  corporation or entity shall assume the obligation to deliver
to the Warrantholder,  at the last address of the Warrantholder appearing on the
books of the  Company,  such  shares  of  stock,  securities  or  assets  as, in
accordance with the foregoing  provisions,  the Warrantholder may be entitled to
purchase,  and the other obligations under this Warrant.  The provisions of this
paragraph   (b)   shall   similarly   apply   to   successive   reorganizations,
reclassifications,   consolidations,   mergers,   sales,   transfers   or  other
dispositions.

                                       3
<PAGE>

            (c) In case the Company shall fix a payment date for the making of a
distribution  to all holders of Common Stock  (including  any such  distribution
made in connection  with a  consolidation  or merger in which the Company is the
continuing  corporation) of evidences of indebtedness or assets (other than cash
dividends or cash distributions  payable out of consolidated  earnings or earned
surplus  or  dividends  or  distributions  referred  to  in  Section  8(a)),  or
subscription  rights or warrants,  the Warrant  Price to be in effect after such
payment date shall be  determined  by  multiplying  the Warrant  Price in effect
immediately  prior to such  payment date by a fraction,  the  numerator of which
shall be the total number of shares of Common Stock  outstanding  multiplied  by
the Market Price (as defined below) per share of Common Stock  immediately prior
to such payment date, less the fair market value (as determined by the Company's
Board of Directors in good faith) of said assets or evidences of indebtedness so
distributed,  or of such subscription rights or warrants, and the denominator of
which shall be the total number of shares of Common Stock outstanding multiplied
by such Market Price per share of Common Stock immediately prior to such payment
date.  "Market Price" as of a particular date (the "Valuation  Date") shall mean
the  following:  (a) if the  Common  Stock is then  listed on a  national  stock
exchange,  the closing sale price of one share of Common Stock on such  exchange
on the last trading day prior to the Valuation  Date; (b) if the Common Stock is
then  quoted  on  The  Nasdaq  Stock  Market,  Inc.  ("Nasdaq"),   the  National
Association  of  Securities  Dealers,  Inc.  OTC Bulletin  Board (the  "Bulletin
Board") or such similar  exchange or association,  the closing sale price of one
share of Common Stock on Nasdaq,  the Bulletin  Board or such other  exchange or
association  on the last trading day prior to the Valuation  Date or, if no such
closing sale price is  available,  the average of the high bid and the low asked
price quoted thereon on the last trading day prior to the Valuation Date; or (c)
if the Common Stock is not then listed on a national stock exchange or quoted on
Nasdaq,  the  Bulletin  Board or such other  exchange or  association,  the fair
market value of one share of Common  Stock as of the  Valuation  Date,  shall be
determined  in good  faith by the  Board of  Directors  of the  Company  and the
Warrantholder.  If the Common Stock is not then listed on a national  securities
exchange, the Bulletin Board or such other exchange or association, the Board of
Directors of the Company shall respond  promptly,  in writing,  to an inquiry by
the Warrantholder prior to the exercise hereunder as to the fair market value of
a share of Common Stock as  determined by the Board of Directors of the Company.
In the event that the Board of  Directors  of the Company and the  Warrantholder
are unable to agree upon the fair market value in respect of subpart (c) hereof,
the Company and the  Warrantholder  shall jointly  select an  appraiser,  who is
experienced in such matters.  The decision of such appraiser  shall be final and
conclusive, and the cost of such appraiser shall be borne equally by the Company
and the Warrantholder.  Such adjustment shall be made successively whenever such
a payment date is fixed.

                                       4
<PAGE>

            (d) An  adjustment  to the  Warrant  Price  shall  become  effective
immediately  after the payment date in the case of each dividend or distribution
and  immediately  after the effective date of each other event which requires an
adjustment.

            (e) In the event that, as a result of an adjustment made pursuant to
this Section 8, the Warrantholder shall become entitled to receive any shares of
capital stock of the Company  other than shares of Common  Stock,  the number of
such other shares so  receivable  upon exercise of this Warrant shall be subject
thereafter  to  adjustment  from time to time in a manner and on terms as nearly
equivalent as practicable  to the provisions  with respect to the Warrant Shares
contained in this Warrant.

      Section 9. Fractional Interest. The Company shall not be required to issue
fractions of Warrant Shares upon the exercise of this Warrant. If any fractional
share of Common Stock would,  except for the provisions of the first sentence of
this Section 9, be  deliverable  upon such  exercise,  the  Company,  in lieu of
delivering such fractional share,  shall pay to the exercising  Warrantholder an
amount in cash  equal to the  Market  Price of such  fractional  share of Common
Stock on the date of exercise.

      Section 10.  Benefits.  Nothing in this Warrant shall be construed to give
any person,  firm or corporation  (other than the Company and the Warrantholder)
any legal or equitable right, remedy or claim, it being agreed that this Warrant
shall  be  for  the  sole  and   exclusive   benefit  of  the  Company  and  the
Warrantholder.

      Section 11.  Notices to  Warrantholder.  Upon the  happening  of any event
requiring an adjustment of the Warrant  Price,  the Company shall  promptly give
written  notice  thereof to the  Warrantholder  at the address  appearing in the
records of the  Company,  stating the  adjusted  Warrant  Price and the adjusted
number of  Warrant  Shares  resulting  from  such  event  and  setting  forth in
reasonable  detail  the  method of  calculation  and the facts  upon  which such
calculation is based.  Failure to give such notice to the  Warrantholder  or any
defect  therein  shall not  affect  the  legality  or  validity  of the  subject
adjustment.

      Section 12. Notices.  Unless  otherwise  provided,  any notice required or
permitted  under  this  Warrant  shall be given in  writing  and shall be deemed
effectively  given as hereinafter  described (i) if given by personal  delivery,
then such  notice  shall be deemed  given upon such  delivery,  (ii) if given by
telex or  facsimile,  then such  notice  shall be deemed  given upon  receipt of
confirmation of complete  transmittal,  (iii) if given by mail, then such notice
shall be deemed  given  upon the  earlier of (A)  receipt of such  notice by the
recipient  or (B) three days after such notice is deposited in first class mail,
postage prepaid,  and (iv) if given by an internationally  recognized  overnight
air  courier,  then such notice  shall be deemed  given one  business  day after
delivery to such carrier.  All notices shall be addressed as follows:  if to the
Warrantholder,  at its address as set forth in the  Company's  books and records
and, if to the Company,  at the address as follows,  or at such other address as
the  Warrantholder  or the Company may  designate by ten days'  advance  written
notice to the other:

                                       5
<PAGE>

                           If to the Company:

                                    Digicorp
                                    1206 West South Jordan Parkway, Unit B
                                    South Jordan, UT 84085
                                    Attn: Milton "Todd" Ault III
                                    Telephone: (310) 752-1477
                                    Facsimile: (310) 752-148

                           With a copy to (which shall not constitute notice):

                                    Sichenzia Ross Friedman Ference LLP
                                    1065 Avenue of the Americas
                                    New York, New York 10018
                                    Attention:  Marc J. Ross, Esq.
                                    Telephone: (212) 930-9700
                                    Facsimile:  (212) 930-9725

      Section 13. Registration Rights. The initial  Warrantholder is entitled to
the benefit of certain  registration rights with respect to the shares of Common
Stock  issuable upon the exercise of this Warrant as provided in the Article III
of the Subscription Agreement,  and any subsequent Warrantholder may be entitled
to such rights.

      Section 14. Successors.  All the covenants and provisions hereof by or for
the  benefit of the  Warrantholder  shall  bind and inure to the  benefit of its
respective successors and assigns hereunder.

      Section 15. Governing Law; Consent to Jurisdiction;  Waiver of Jury Trial.
This  Warrant  shall be governed  by, and  construed  in  accordance  with,  the
internal laws of the State of California, without reference to the choice of law
provisions   thereof.   The  Company  and,  by  accepting   this  Warrant,   the
Warrantholder,  each  irrevocably  submits to the exclusive  jurisdiction of the
courts of the State of  California  located in Los  Angeles  County and  federal
courts  located in Los Angeles  County,  California for the purpose of any suit,
action,  proceeding  or judgment  relating to or arising out of this Warrant and
the transactions  contemplated hereby. Service of process in connection with any
such suit,  action or proceeding may be served on each party hereto  anywhere in
the world by the same methods as are  specified  for the giving of notices under
this Warrant.  The Company and, by accepting  this Warrant,  the  Warrantholder,
each  irrevocably  consents  to the  jurisdiction  of any such court in any such
suit, action or proceeding and to the laying of venue in such court. The Company
and, by accepting this Warrant,  the Warrantholder,  each irrevocably waives any
objection to the laying of venue of any such suit, action or proceeding  brought
in such courts and  irrevocably  waives any claim that any such suit,  action or
proceeding brought in any such court has been brought in an inconvenient  forum.
EACH OF THE COMPANY AND, BY ITS  ACCEPTANCE  HEREOF,  THE  WARRANTHOLDER  HEREBY
WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY  LITIGATION  WITH  RESPECT TO
THIS WARRANT AND REPRESENTS  THAT COUNSEL HAS BEEN CONSULTED  SPECIFICALLY AS TO
THIS WAIVER.

                                       6
<PAGE>

      Section 16. Call Provisions.

            (a) Subject to the provisions of clause (b) below, in the event that
the closing sales price of a share of Common Stock as traded on the OTC Bulletin
Board (or such other exchange or stock market on which the Common Stock may then
be listed or quoted)  equals or exceeds  $0.22  (appropriately  adjusted for any
stock split,  reverse stock split, stock dividend or other  reclassification  or
combination  of the Common Stock  occurring  after the date hereof) for at least
ten (10) consecutive trading days (the "Trading  Condition"),  the Company, upon
thirty  (30) days  prior  written  notice  (the  "Notice  Period")  given to the
Warrantholder,  may call this Warrant at a  redemption  price equal to $0.01 per
share of Common Stock then purchasable pursuant to this Warrant. Notwithstanding
any such  notice  by the  Company,  the  Warrantholder  shall  have the right to
exercise this Warrant prior to the end of the Notice Period.

            (b) In connection  with any transfer or exchange of less than all of
this Warrant,  the  transferring  Warrantholder  shall deliver to the Company an
agreement or instrument  executed by the transferring  Warrantholder and the new
Warrantholder  allocating  between them on whatever  basis they may determine in
their sole discretion any subsequent  call of this Warrant by the Company,  such
that after giving  effect to such  transfer the Company  shall have the right to
call the same  number of  Warrants  that it would  have had if the  transfer  or
exchange had not occurred.

      Section  17. No  Rights  as  Stockholder.  Prior to the  exercise  of this
Warrant,  the  Warrantholder  shall  not  have  or  exercise  any  rights  as  a
stockholder of the Company by virtue of its ownership of this Warrant.

      Section 18. Amendment;  Waiver. Any term of this Warrant may be amended or
waived upon the written consent of the Company and the holder of the Warrant.

      Section 19. Section Headings. The section headings in this Warrant are for
the  convenience  of the  Company  and the  Warrantholder  and in no way  alter,
modify, amend, limit or restrict the provisions hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       7
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, as of the ____ day of October 2005.

                                    DIGICORP


                                    By:
                                        ----------------------------------------
                                    Name: William B. Horne
                                    Title: Chief Executive Officer

                                       8
<PAGE>

                                   APPENDIX A
                                    DIGICORP
                              WARRANT EXERCISE FORM

To Digicorp:

      The  undersigned  hereby  irrevocably  elects  to  exercise  the  right of
purchase  represented  by the within  Warrant  ("Warrant")  for, and to purchase
thereunder  by the payment of the Warrant  Price and  surrender  of the Warrant,
_______________  shares of Common Stock ("Warrant Shares") provided for therein,
and requests that certificates for the Warrant Shares be issued as follows:

                           --------------------------------------------
                           Name
                           --------------------------------------------
                           --------------------------------------------
                           Address
                           --------------------------------------------
                           Federal Tax ID or Social Security No.

      and delivered by (certified mail to the above address,  or (electronically
(provide  DWAC   Instructions:   ___________________),   or  (other   (specify):
______________________
_______________________________________________________________________),   and,
if the number of Warrant Shares shall not be all the Warrant Shares  purchasable
upon exercise of the Warrant,  that a new Warrant for the balance of the Warrant
Shares  purchasable  upon  exercise of this Warrant be registered in the name of
the undersigned  Warrantholder or the undersigned's  Assignee as below indicated
and delivered to the address stated below.

Dated: ___________________, ____

Note:  The  signature  must  correspond  with the name of the  Warrantholder  as
written on the first page of the Warrant in every particular, without alteration
or enlargement or any change whatever, unless the Warrant has been assigned.

                               Warrant Signature:
                                                  ------------------------------

                             Name (please print):
                                                  ------------------------------

                                                  ------------------------------
                                                  ------------------------------
                                                  Address
                                                  ------------------------------
                                                  Federal Identification or
                                                  Social Security No.

                                                  Assignee:
                                                  ------------------------------
                                                  ------------------------------
                                                  ------------------------------