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Message: Nice Call on the ASM Date DI$ ! 11/19/09 EDIG THURSDAY

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Nice Call on the ASM Date DI$ ! 11/19/09 EDIG THURSDAY

posted on Oct 05, 09 10:57AM

E.DIGITAL CORPORATION

16770 West Bernardo Drive, San Diego, California 92127

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be Held November 19, 2009

TO THE STOCKHOLDERS OF

E.DIGITAL CORPORATION

Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of e.Digital Corporation, a Delaware corporation (the “Company”), will be held at the offices of the Company, located at 16770 West Bernardo Drive, San Diego, California 92127, on November 19, 2009, beginning at 2:00 p.m. local time. The Annual Meeting will be held for the following purposes:

1. To elect directors of the Company to serve as directors until the annual meeting of stockholders to be held in 2010, and until such directors’ successor has been duly elected and qualified or until such directors have otherwise ceased to serve as directors.

2. To ratify the appointment of SingerLewak LLP as independent accountants for the Company for the fiscal year ending March 31, 2010.

3. To transact such other business as may properly come before the meeting or any

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