EXHIBIT 10.1
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of April 24, 2006, by and between
Digicorp, a Utah corporation ("Buyer"), and EAI Technologies, Inc., a Virginia corporation ("Seller").
W I T N E S S E T H:
WHEREAS, Seller has developed an application for Buyer known as ITunesBucks ("ITunesBucks"), which is a
marketing application that allows customers to accumulate points that can be used to purchase merchandise;
WHEREAS, Buyer has outstanding invoices totaling $152,000 (the "Invoices") which Buyer owes Seller as
consideration for developing ITunesBucks; and
WHEREAS, Buyer desires to purchase and Seller desires to sell to Buyer ITunesBucks and its associated assets
in exchange for (a) the issuance to Seller of 138,182 shares of Buyer's common stock, $.001 par value per share
("Common Stock"), and (b) the waiver by Seller of the outstanding Invoices, pursuant to the terms set forth
herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties
hereto agree as follows:
SECTION 1. PURCHASE AND SALE OF ASSETS.
1.1 Sale of Assets. Seller agrees to sell, assign, transfer and deliver to Buyer, and Buyer agrees to purchase from
Seller, all of Seller's right, title and interest in and to ITunesBucks and its associated assets and properties of
every kind all as described in Exhibit A attached hereto as well as all Intellectual Property and all ideas of Seller
of every kind and description related to ITunesBucks, tangible and intangible, real, personal or mixed, and
wherever located, including, without limitation, the following:
(a) Intellectual Property. All of Seller's Intellectual Property relating to ITunesBucks;
(b) Goodwill. All of the goodwill of Seller in, and the going concern value of, ITunesBucks, and all of the ideas
and Intellectual Property, proprietary information, marketing materials and trade secrets related to ITunesBucks;
and
(c) Records. All of Seller's files and records,