<PAGE>
                                                                  Exhibit 4.40.1


                                FIRST AMENDMENT
                                       TO
                              15% PROMISSORY NOTE


     THIS  FIRST AMENDMENT TO 15% PROMISSORY NOTE (this "AMENDMENT") is made and
entered  into  as  of  December  23,  2002, by E.DIGITAL CORPORATION, a Delaware
corporation  (the  "COMPANY")  in favor of DAVRIC CORPORATION, or its registered
assigns  ("NOTEHOLDER").

                                R E C I T A L S
                                - - - - - - - -


     A.     The Company has previously executed and delivered to Noteholder that
certain  15%  Promissory  Note  dated  September  11,  2002 (the "NOTE"), in the
original  principal  amount  of Seven Hundred Fifty Thousand Dollars ($750,000).

     B.     Noteholder  and  the  Company desire to modify the Note as set forth
herein.

     NOW,  THEREFORE,  for a valuable consideration, the receipt and adequacy of
which  is  hereby  acknowledged,  the  parties  hereto  agree  as  follows:

1.     REVISED  PAYMENT  SCHEDULE.  Section  2 of the Note is hereby deleted and
       --------------------------
replaced  in  its  entirety  as  follows:

               "All interest accruing during calendar year 2002 shall be due and
          payable in one installment on December 31, 2002. Such interest, at the
          election  of  the  Company, may be paid in shares of Common Stock. All
          interest  accruing  during calendar year 2003 shall be due and payable
          in  twelve  (12)  monthly  installments,  commencing January 31, 2003.
          Commencing on January 31, 2004, and continuing on the same day of each
          calendar month thereafter to and including April 30, 2005, the Company
          shall  pay  principal  and interest on this Note in sixteen (16) equal
          monthly  installments of Fifty Thousand Dollars ($50,000) each, with a
          final  payment  of  Thirty-Five  Thousand  Eight  Hundred  Dollars and
          Ninety-Six  Cents  ($35,800.96)  to be paid on May 31, 2005; provided,
          however,  that  if  any  of  the  foregoing  dates  for  any  monthly
          installment  falls  on a weekend or national holiday, the due date for
          that  installment  shall  be  the  following business day. Any payment
          shall  be  deemed timely made if received by Noteholder within fifteen
          (15)  calendar  days  of  the due date. All payments made on this Note
          shall  be  applied  first to accrued interest, and the balance of such
          payment,  if  any,  shall  be applied to principal, and interest shall
          thereupon  cease  upon  the  principal  so  credited."


2.     DUE  AUTHORIZATION.  By  execution  of this Amendment, the Company hereby
       ------------------
confirms  that  the  undersigned  is duly authorized to execute and deliver this
Amendment  and  that all necessary corporate action approving this Amendment has
been  duly  taken.

3.     EFFECTIVE  AMENDMENT.  Except  as  expressly  modified,  altered  or
       --------------------
supplemented  herein, all of the provisions of the Note remain in full force and
       ---
effect;  provided,  however,  that  in  the  event  of  any conflict between the
         --------   -------
provisions  of  the Note and the provisions of this Amendment, the provisions of
this  Amendment  shall  control.


                                        1

<PAGE>

4. COUNTERPARTS. This Amendment may be executed in two or more counterparts each
   ------------
of  which  shall  be  deemed  an  original but all of which taken together shall
constitute  but  one  and  the  same  Amendment.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly executed this First
Amendment  to  15%  Promissory  Note  as  of  the  date  first  above  written.


                          "COMPANY"

                          E.DIGITAL  CORPORATION,  a  Delaware  corporation



                          By:     ______________________________________

                          Title:  ______________________________________


                          "NOTEHOLDER"

                          DAVRIC  CORPORATION,  a  Nevada  corporation


                          By:     ______________________________________

                          Title:  ______________________________________



                                        2


<PAGE>