Dear Will,

e.Digital Corporation (the “Company”) is very pleased to confirm our offer of employment. This offer is contingent upon satisfactory results of all reference, education, and background checks and is based on the following terms and conditions:

Title: President and Chief Technical Officer effective on the earliest practical start date. Upon six months of continuous employment and by mutual agreement between you and the Board of Directors, you may be appointed as chief executive officer and a member of the Board of Directors.

Start Date: We have anticipated your start date as Monday, November 14, 2005.

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Why Will and WHY NOW with the medeViewer apparently on track?