EXHIBIT B
LOCK-UP AGREEMENT
Pursuant
to Section 2.1(c)(i) of that certain Stock Purchase Agreement
dated December 20, 2005 by and among Digicorp, a Utah corporation,
Rebel Crew
Films, Inc., a California corporation, Rebel Holdings, LLC, a
California limited
liability company, and Cesar Chatel (the "Stock Purchase
Agreement"), the
undersigned hereby agrees that he, she or it will not, directly or
indirectly,
agree or offer to sell, sell, grant an option for the purchase or
sale of,
transfer, pledge, assign, hypothecate, distribute or otherwise
encumber or
dispose of (other than to donees who agree to be similarly bound)
three million
(3,000,000) shares of Purchaser's Common Stock (as defined in the
Stock Purchase
Agreement) until one (1) year after the Closing Date (as defined in
the Stock
Purchase Agreement) without the prior written consent of
Digicorp.
In order
to enable the aforesaid covenants to be enforced, the
undersigned
hereby consents to the placing of stop-transfer orders with the
transfer agent
of the securities of Digicorp with respect to the above referenced
shares
registered in the name of the undersigned or beneficially owned by
the
undersigned.
Dated: December
29, 2005
Signature
REBEL HOLDINGS, LLC
By: /s/ Jay Rifkin
--------------
Jay Rifkin,
Managing Member
--------------------------------------------
--------------------------------------------
--------------------------------------------
Address
--------------------------------------------
Print Social Security Number
or Taxpayer I.D. Number
B-1
<PAGE>
LOCK-UP AGREEMENT
Pursuant
to Section 2.1(c)(i) of that certain Stock Purchase Agreement
dated December 20, 2005 by and among Digicorp, a Utah corporation,
Rebel Crew
Films, Inc., a California corporation, Rebel Holdings, LLC, a
California limited
liability company, and Cesar Chatel (the "Stock Purchase
Agreement"), the
undersigned hereby agrees that he, she or it will not, directly or
indirectly,
agree or offer to sell, sell, grant an option for the purchase or
sale of,
transfer, pledge, assign, hypothecate, distribute or otherwise
encumber or
dispose of (other than to donees who agree to be similarly bound)
three hundred
thirty-three thousand three hundred thirty-three (333,333) shares
of Purchaser's
Common Stock (as defined in the Stock Purchase Agreement) until one
(1) year
after the Closing Date (as defined in the Stock Purchase Agreement)
without the
prior written consent of Digicorp.
In order
to enable the aforesaid covenants to be enforced, the
undersigned
hereby consents to the placing of stop-transfer orders with the
transfer agent
of the securities of Digicorp with respect to the above referenced
shares
registered in the name of the undersigned or beneficially owned by
the
undersigned.
Dated: December
29, 2005
Signature
By: /s/ Cesar
Chatel
--------------
Cesar Chatel
--------------------------------------------
--------------------------------------------
--------------------------------------------
Address
--------------------------------------------
Print Social Security Number
or Taxpayer I.D. Number
B-2
<PAGE>
LOCK-UP AGREEMENT
Pursuant
to Section 2.1(c)(ii) of that certain Stock Purchase Agreement
dated December 20, 2005 by and among Digicorp, a Utah corporation,
Rebel Crew
Films, Inc., a California corporation, Rebel Holdings, LLC, a
California limited
liability company, and Cesar Chatel (the "Stock Purchase
Agreement"), the
undersigned hereby agrees that he, she or it will not, directly or
indirectly,
agree or offer to sell, sell, grant an option for the purchase or
sale of,
transfer, pledge, assign, hypothecate, distribute or otherwise
encumber or
dispose of (other than to donees who agree to be similarly bound)
six million
(6,000,000) shares of Purchase
