FIRST CHOICE EXECUTIVE SUITES,

(A SUB LEASE)

1.       PARTIES

This Lease, dated December 22, 2016 for reference purposes only, is made by and between LJMG, Inc. d.b.a. First Choice Executive Suites hereinafter called "LJMG" and E-DIGITAL CORPORATION, a Delaware corporation, hereinafter called "Tenant".

2.       PREMISES

LJMG does hereby Lease to Tenant and Tenant hereby leases from LJMG that certain office space known as #419 (herein called "premises") as delineated on the attached floor plan as Exhibit A on the 4th floor of the Bluffs Building, 16870 West Bernardo Drive, Suite 400, San Diego, CA 92127. This Lease is subject to the terms, covenants and conditions set forth herein and Tenant covenants, as a material part of the consideration for this Lease, to keep and perform each and all of these terms, covenants and conditions by it to be kept and performed and that this Lease is made upon the condition of such performance.

3.       TERM

The term of this Lease shall be Twelve ( 12 ) months commencing on the 2nd day of January, 2017. Tenant shall renew at maturity as specifically specified in 9. Option to extend, unless one party serves unto the other, a required sixty-day written notice to terminate. Such term and any extension given with the express written consent of LJMG, is herein called term.

4.       ENTRY BY LANDLORD

LJMG has the right at any time, and upon reasonable notice, to enter the premises to inspect them, to provide services to be furnished by LJMG, to make repairs and alterations to the premises or other adjacent property of LJMG and to show the premises to prospective tenants of the premises or prospective purchasers of LJMG.

5.       POSSESSION

If LJMG, for any reason whatsoever, cannot deliver possession of the premises to the Tenant at the commencement of the term, LJMG will not be liable for any resulting damage, nor will this Lease be affected, except that Tenant will not have to pay the rent (as hereafter defined) until LJMG can deliver possession. No such failure of LJMG to deliver possession shall in any way affect or extend the expiration date of the term of this Lease. In the event that LJMG should permit Tenant to occupy the premises prior to the commencement date of the term, such occupancy will be subject to all of the provisions of this Lease, including, but not limited to, payment of rent at the rate provided in section 6, but shall not advance the termination date of the term.

6.       RENT

Tenant agrees to pay to LJMG a base rent of One Thousand One Hundred and 00/100 Dollars ($1100.00)*, for the premises. Rent shall be payable monthly in lawful money of the United States, and shall be DUE AND PAYABLE IN ADVANCE ON THE FIRST DAY OF THE MONTH BEFORE 5:00 PM. Your rent is critical! No excuses will be accepted for non-payment. Rent can be paid by check unless any check is returned unpaid for any reason. Afterwards, money order or cash can only pay rent.

*Rent is due on the first of the month and is considered late if not paid by 4:00 p.m. on the 5th of the month. After which late charges as below will be incurred.

The rent for the first month of this Lease shall be paid upon execution of this Lease. If the term does not commence on the first day of the month, rental for the first fraction of the month shall be prorated and shall be payable together with the next full month's rent. The rent shall be payable to LJMG and shall be paid to the manager's office or to any agent designated in writing by LJMG to Tenant on the first day of the month for which such rent is due, without any deduction or offset and without any notice or demand. A 3-day Notice to Pay or Quit will be served on the 6th of the month if payment is not received by the 5th. A fee of $150.00 will be charged to Tenant after the 1st initial Notice has been served. Tenant shall pay a late charge of five percent (5%) of any amount that is due hereunder, provided that said late charge shall not be less than $5.00. LJMG and Tenant agree that such late charges are fair and reasonable compensation for costs incurred by LJMG where there is default in payment under this Lease. Such costs are extremely difficult to estimate and ascertain, but such costs include processing and accounting charges. Notwithstanding payment of such late charge, Tenant shall not be excused from any default nor shall there be any waiver of any default by LJMG under this Lease. There is a $50.00 fee for any returned check, plus applicable late charges. There is a $195.00 reinstatement fee if service has been discontinued due to non-payment or late payment of rent or charges.

7.       SECURITY DEPOSIT

Upon the execution of this Lease, Tenant shall deposit with LJMG, ONE THOUSAND THREE HUNDRED FIFTY AND NO/100 DOLLARS ($1350.00), as security for the full and faithful performance of each and every term, condition, covenant and provision of this Lease on Tenant's part to be performed. In the event Tenant defaults in the performance of any of the terms hereof, or abandons the premises, LJMG may use, apply or retain the whole or any part of such security for the payment of any rent or any other payment to be made by Tenant hereunder if is in default or of any other sum which LJMG may spend or be required to spend by reason of Tenant's default. If Tenant, at the end of the term hereof, has fully and faithfully complied with all of the terms and provisions of this Lease, the security or any balance thereof, shall then be returned to Tenant within sixty (60) days after the end of the Term. Tenant shall not be entitled to interest on any such security deposit. Should LJMG be required to resort to the security deposit as a result of default by Tenant hereunder and should Tenant continue to occupy the premises after such default, Tenant agrees to deposit such funds as are necessary to replenish the security deposit to the amount herein contained within ten (10) days of receipt from LJMG of written notice of the amount required to so replenish such deposit.

8.       USE

Tenant shall use the premises for general office purposes and to house Tenants’ phone systems and for no other purpose without the prior written consent of LJMG. Tenant agrees that Tenant will not offer or use the premises to provide to others services provided by LJMG to LJMG's tenants, or make or permit any use of the premises which is forbidden by law or regulation, may be hazardous or unsafe, may invalidate or increase the premium of any policy of insurance carried by LJMG or may tend to impair the character, reputation, appearance or operation of the premises. Tenant shall not do or permit anything to be done in or about the premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the building or injure or annoy them or use or allow the premises to be used for any improper, immoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the premises. Tenant shall not commit or suffer to be committed any waste in or about the premises.

9.       OPTIONS TO EXTEND

Tenant shall have the option to rent Suite(s) # 419 for an additional Twelve (12) months. Tenant will inform Landlord on or before November 2, 2017 whether Tenant will exercise this option otherwise this Agreement will automatically renew for an additional Twelve (12) Months at the current base rent plus a Five percent 5% increase with any additional renewal periods at the then current base rent plus a Five percent (5%) increase.

10. SERVICES

For the time the lease is in effect and, provided there are no defaults thereof, LJMG agrees to make available access to the following services, at the stated monthly fixed charge. All services not contracted for monthly shall be charged at the then published rates schedule on a pay as needed basis.

Tenant contracts for the above services for the duration of this lease. All other services are excluded from the service contract and shall be charged at the then published price schedule. Total Service Contract charges for purpose of this lease will be considered additional rent, and are due on the first day of the month before 4:00 p.m. (refer to Article 6., Rent).

LANDLORD TENANTLJMG, INC., E-DIGITAL CORPORATIONa California corporation a Delaware corporation   Address: Headquarters Address: 16870 West Bernardo Drive7825 Fay Avenue Suite 400Suite 200 San Diego, CA 92127La Jolla, CA 92037     BY: /s/ Thomas J. Martindale BY: /s/ Fred FalkThomas J. Martindale TITLE: Its President/CEO    TITLE: President & CEO  NAME: Fred Falk  (Please Print)   DATE: January 15, 2017 DATE: December 23, 2016

Read more: http://getfilings.com/sec-filings/170214/E-DIGITAL-CORP_10-Q/edigital_ex1012.htm#ixzz4iaKipU00