"This agreement for digital rights management engineering program services ("Agreement") is made on November 11, 2005 between digEcor, Inc. a Washington corporation located at 1625 North 1100 West, Springville, Utah, 84663 ("DIGECOR") and e.Digital Corporation, a Delaware corporation located at 13114 Evening Creek Drive South, San Diego, California 92128 ("EDIGITAL"). DIGECOR and EDIGITAL are referred to herein individually as "Party" and collectively as "Parties." Whereas EDIGITAL has developed a digital rights management ("DRM") technology for protection of multi-media content on closed system portable devices; and Whereas DIGECOR is interested in having EDIGITAL adapt its DRM technology for use on the DIGECOR portable content unit ("digEplayer"); and Whereas EDIGITAL has agreed to adapt its DRM technology for the digEplayer and the parties wish to set forth their terms and conditions of agreement; Therefore DIGECOR and EDIGITAL hereby agree as follows: 1. The DRM Project: The details of the DRM project are set forth in Addendum One. The Addendum One document was provided by EDIGITAL and sets forth a text description and schematic representation of the DRM technology. The Parties agree that Addendum One will govern the DRM Project and that any changes or modifications from what is specifically set forth in Addendum One must be approved in writing by both Parties. The DRM project will be completed with the following schedule ("weeks" are after date of signing this Agreement):