EXHIBIT 4.40.5

                          (ALL AMOUNTS IN U.S. DOLLARS)

                              E.DIGITAL CORPORATION

                                 PROMISSORY NOTE


Note Date: January 31, 2005                                     US $150,000.00
San Diego, California

FOR VALUE RECEIVED, e.Digital Corporation, the undersigned Delaware corporation
(together with all successors, the "Company"), hereby promises to pay to Davric
Corporation, or order ("Noteholder") at 980 American Pacific Drive, Suite #111
Henderson, NV 89014, or at such other address as Noteholder may subsequently
designate in writing to the Company, the principal sum of One Hundred Fifty
Thousand Dollars ($150,000.00), together with interest on unpaid principal as
provided below.

      The following is a statement of the rights of the Noteholder and the
conditions to which this Note is subject, and to which the Noteholder, by the
acceptance of this Note, agrees:

      1. The unpaid principal balance of this Note outstanding from time to time
shall bear interest from the date hereof until paid at a rate equal to the lower
of (a) fifteen percent (15%) per annum; or (b) the maximum legal rate permitted
under applicable law. Notwithstanding the foregoing, however, during any period
during which there is an uncured Event of Default, as defined below, the unpaid
principal balance of this Note outstanding from time to time during that period
shall bear interest at a rate equal to the lower of (i) eighteen percent (18%)
per annum; or (b) the maximum legal rate permitted under applicable law.
Interest shall be computed on a 360 day year and 30 day months.

      2. Principal and interest on this Note shall be paid in monthly
installments of Three Thousand Five Hundred Dollars ($3,500), commencing on
March 1, 2005 and continuing on the same day of each calendar month thereafter
to and including June 1, 2006, and a final payment of Thirty-Five Thousand Eight
Hundred Dollars and Ninety-Six Cents ($122,932.04) on June 30, 2006; 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.

      3. An "Event of Default" shall occur if (a) the Company does not make any
monthly installment on this Note when the same becomes due and payable and such
default shall continue for a period of fifteen (15) calendar days; or (b)
pursuant to or within the meaning of any Bankruptcy Law (as hereinafter
defined), the Company: (i) commences a voluntary case; (ii) consents to the
entry of an order for relief against it in an involuntary case; (iii) consents
to the appointment of a Custodian (as hereinafter defined) of it or for all or
substantially all of its property; (iv) makes a general assignment for the
benefit of its creditors; or (v) a court of competent jurisdiction enters an
order or decree under any Bankruptcy Law that: (A) is for relief against the
Company in an involuntary case; (B) appoints a Custodian of the Company or for
all or substantially all of its property; or (C) orders the liquidation of the
Company, and any such order or decree remains unstayed and in effect for a
period of sixty (60) days. As used herein, the term "Bankruptcy Law" means Title
11 of the United States Code or any similar federal or state law for the relief
of debtors. The term "Custodian" means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.

      4. If an Event of Default occurs and is continuing, the Noteholder, by
written notice to the Company, may declare the principal of and accrued interest
on this Note to be due and payable immediately.
<PAGE>

      5. The Company may prepay this Note at any time and from time to time, in
whole or in part, without premium or penalty. Upon payment in full of the
principal amount of this Note and interest thereon, the Noteholder shall
surrender this Note for cancellation.

      6. If the indebtedness represented by this Note or any part thereof is
collected in bankruptcy, receivership or other judicial proceedings or if this
Note is placed in the hands of attorneys for collection after an Event of
Default, the Company agrees to pay, in addition to the principal and interest
payable hereunder, reasonable attorneys' fees and costs incurred by the
Noteholder.

      7. Any notice, demand, consent or other communication hereunder shall be
in writing addressed to the Company at its principal office or, in the case of
the Noteholder, at the Noteholder's address appearing above, or to such other
address as such party shall have theretofore furnished by like notice, and
either served personally, sent by express, registered or certified first class
mail, postage prepaid, sent by facsimile transmission, or delivered by reputable
commercial courier. Such notice shall be deemed given (a) when so personally
delivered, or (b) if mailed as aforesaid, five (5) days after the same shall
have been posted, or (c) if sent by facsimile transmission, as soon as the
sender receives written or telephonic confirmation that the message has been
received and such facsimile is followed the same day by mailing by prepaid first
class mail, or (d) if delivered by commercial courier, upon receipt.

      8. The Company hereby waives presentment, demand for performance, notice
of non-performance, protest, notice of protest and notice of dishonor. No delay
on the part of Noteholder in exercising any right hereunder shall operate as a
waiver of such right or any other right.

      9. This Note shall be governed by and construed in accordance with the
laws of the State of California applicable to contracts between residents of
such state entered into and to be performed entirely within such state.

      10. Each provision of this Note shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Note
is held to be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of this Note.

      IN WITNESS WHEREOF, the Company has executed this Note and has affixed
hereto its corporate seal.

                                    E.DIGITAL CORPORATION,
                                    a Delaware corporation


                                    By: /s/ ATUL ANANDPURA
                                        -----------------------------------
                                        Atul Anandpura
                                        Chief Executive Officer

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