EXHIBIT 4.40.2

                                SECOND AMENDMENT
                                       TO
                               15% PROMISSORY NOTE


            THIS SECOND AMENDMENT TO 15% PROMISSORY NOTE (this "Amendment") is
made and entered into as of January 14, 2004, 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:

                  "Noteholder agrees to postpone principle and interest payments
            on the 15% Promissory Note until December 31, 2004. As of December
            31, 2003, interest accrued on the note is $112,500. Interest will
            continue to accrue at a rate of 15% per annum on the original
            principal amount of $750,000. The Company has the option to make
            principle and interest payments to Noteholder in 2004.

                  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.
            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.


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                                    "COMPANY"

                                    E.DIGITAL CORPORATION, a Delaware
                                    corporation



                                    By: /s/ ALFRED H FALK
                                        ------------------------------------
                                        Title: President and CEO


                                    "NOTEHOLDER"

                                    DAVRIC CORPORATION, a Nevada corporation



                                    By: /s/ JERRY  E POLIS
                                        ------------------------------------
                                        Title: President

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