SECURED CONVERTIBLE CONSOLIDATED PROMISSORY NOTE

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID SECURITIES 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 SECURITIES ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SAID SECURITIES ACT.

FOR VALUE RECEIVED , DIGICORP, INC. , a Delaware corporation (hereinafter called the “ Borrower ”), hereby promises to pay to the order of REBEL HOLDINGS, LLC or its registered assigns (the “ Holder ”), the principal sum of Two Million Seventy-Eight Thousand Forty-Seven Dollars and No Cents ($2,078,047.00), on September 10, 2010 (the “Maturity Date ”), and to pay interest on the unpaid principal balance hereof, at a rate equal to the “prime rate”, as published in The Wall Street Journal from time to time to the date of payment in full, plus one percent, due and payable monthly in arrears on the first day of each month, with the first such payment due on November 1, 2008. Accrual of interest shall commence on July 1, 2008 and shall continue until payment in full of the unpaid principal balance and all interest hereunder has been made. The issue date of this secured convertible consolidated promissory note (the “Note ”) is September 10, 2008 (the “Issue Date” ).

All payments due hereunder (to the extent not converted into common stock, $.001 par value per share, of the Borrower (the “ Common Stock ”), or other securities, in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of Los Angeles, California are authorized or required by law or executive order to remain closed.

This Note is delivered pursuant to the terms of a certain Loan Consolidation and Amendment to Securities Agreement (the “ Consolidation Agreement ”) dated as of the date hereof by and among the Borrower, the Holder and Jay Rifkin, and is secured by a certain Security Agreement dated as December 29, 2005 by and between the Borrower and the Holder, as amended by the Consolidation Agreement, which agreements are incorporated herein by reference.

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The following terms shall apply to this Note:

1.1   Optional Conversion . The Holder shall have the right from time to time, and at any time on or prior to the Maturity Date in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, or other securities of the Borrower, at the conversion price (the “Optional Conversion Price”) equal to the lesser of, or more favorable to the Holder, of the following (i) $0.03 per share of Common Stock (which represents the offering price of the Borrower’s Common Stock in its most recently completed equity financing transaction) provided a Notice of Conversion (as hereinafter defined) pursuant to this subparagraph (i) is submitted no later than forty-five (45) days following the Issue Date, or (ii) the then current offering terms for any bona fide pending offering of the Borrower, provided a Notice of Conversion pursuant to this subparagraph (iii) is submitted no later than thirty (30) days following the completion of the offering. The number of shares of Common Stock or other securities to be issued upon each conversion (a “ Conversion ”) of this Note shall be determined by dividing the principal amount of this Note or portion thereof as indicated in the notice of conversion, in the form attached hereto as Exhibit A (the “ Notice of Conversion ”), by the applicable Optional Conversion Price then in effect on the date specified in the Notice of Conversion delivered to the Borrower by the Holder in accordance with Section 1.2 below; provided that the Notice of Conversion is submitted by facsimile (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 5:00 p.m., Los Angeles, California time on such conversion date (the “ Notice of   Conversion Date ”). The Notice of Conversion Date shall also be the Conversion Date, unless the Notice of Conversion is submitted to the Borrower prior to the Capitalization Amendment (as hereinafter defined), in which event the Conversion Date shall be the date thereof and this Note shall continue to accrue interest until the date of the Capitalization Amendment. For purposes hereof, the “ Capitalization Amendment ” shall be deemed to have occurred upon the filing of a Certificate of Amendment to the Borrower’s Certificate of Incorporation which increases the number of authorized shares of the Borrower’s Common Stock to a level sufficient to allow the conversion privileges hereunder to be exercised.

1.2   Method of Optional Conversion .

(a)   Mechanics of Conversion . Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by: (i) submitting to the Borrower a Notice of Conversion; and (ii) subject to Section 1.2(b), surrendering this Note at the principal office of the Borrower, unless a Notice of Conversion is submitted prior to the Capitalization Amendment in which event this Note shall be surrendered upon the completion thereof .

(b)   Surrender of Note Upon Conversion . Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Borrower shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

(c)   Delivery of Common Stock or Other Securities Upon Conversion . Upon receipt by the Borrower from the Holder of a facsimile transmission (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.2, and subject to the completion of the Capitalization Amendment, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock or other securities issuable upon such conversion within three (3) business days after such receipt (or, after the Capitalization Amendment if a Notice of Conversion is submitted prior thereto) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) (such third business day being hereinafter referred to as the “ Deadline ”) in accordance with the terms hereof.

(d)   Obligation of Borrower to Deliver Common Stock or Other Securities . Upon receipt by the Borrower of a Notice of Conversion (or, upon the Capitalization Amendment if a Notice of Conversion is submitted prior thereto), the Holder shall be deemed to be the holder of record of the Common Stock or other securities issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock or other securities shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Notice of Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 5:00 p.m., Los Angeles, California time, on such date, unless the Notice of Conversion is submitted prior to the Capitalization Amendment, in which event the Conversion Date shall be the date of the Capitalization Amendment.

1.3   Mandatory Conversion . Upon the occurrence prior to the Maturity Date of the Mandatory Conversion Event (as hereinafter defined), the then outstanding and unpaid principal amount of this Note shall be converted automatically, in whole and not in part, and without any further action of the Borrower or the Holder (except as otherwise provided herein), into fully paid and non-assessable shares of Common Stock, or other securities of the Borrower, at the conversion price equal to (i) $0.10 per share of Common Stock, or (ii) the then current offering terms for the offering of the Borrower which triggers the Mandatory Conversion Event, whichever is less or more favorable to the Holder (the “ Mandatory   Conversion Price ”). The Mandatory Conversion Event, which automatically triggers the conversion of the then outstanding and unpaid principal amount of this Note, will be deemed to have occurred on the date the Borrower, or any successor thereto, has raised, net of underwriting discounts and commissions, at least $2,000,000 in equity capital during any successive six (6) month period of time following the Issue Date and prior to the Maturity Date. Notwithstanding anything herein to the contrary, in the event the Mandatory Conversion Event occurs prior to the Capitalization Amendment, then the Mandatory Conversion Event shall not be effective until the date of the Capitalization Amendment in which event this Note shall continue to accrue interest until the date of the Capitalization Amendment. Before the Holder will be entitled to receive a certificate or certificates for the number of shares of Common Stock or other securities to be issued upon the Mandatory Conversion Event, the Holder must (i) surrender this Note to the Borrower, and (ii) furnish appropriate endorsements and transfer documents if required. Notwithstanding the foregoing, such conversion will be deemed to have been made on the date of the Mandatory Conversion Event and the Holder will be treated for all purposes as the record holder of such shares of Common Stock or other securities as of and following such date.

1.4   Authorized Shares . The Borrower covenants that following the Capitalization Amendment and during the period the conversion right exists the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Note shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

1.5   Adjustment for Interest . No adjustment or allowance shall be made for interest on the principal amount of this Note surrendered for conversion or automatically converted, except that upon conversion interest accrued but unpaid on the amount surrendered for conversion or automatically converted shall be paid in cash.

1.6   Fractional Shares . No fractional shares shall be issued upon conversion of this Note. In place of a fractional share, the Borrower shall pay the Holder an amount in cash equal to the fair market value of the fractional share. The Borrower’s board of directors shall determine in its reasonable discretion the fair market value on the basis of the closing price of the Common Stock on the date of conve