Exhibit 4.4.7

NOTE SERIES 04-A

THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE UNITED  STATES  SECURITIES  ACT OF
1933,  AS AMENDED  (THE "ACT"),  OR UNDER ANY STATE  SECURITIES  LAWS,  AND IS A
"RESTRICTED  SECURITY"  AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT.  THIS
NOTE MAY NOT BE  OFFERED,  SOLD,  TRANSFERRED,  PLEDGED OR  HYPOTHECATED  IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.

THIS NOTE IS SUBJECT  TO  CERTAIN  RESTRICTIONS  ON  TRANSFER  SET FORTH IN THAT
CERTAIN  12%  SUBORDINATED   PROMISSORY  NOTE  AND  WARRANT  PURCHASE  AGREEMENT
("PURCHASE  AGREEMENT")  THEREFOR  BETWEEN THE COMPANY AND THE  ORIGINAL  HOLDER
HEREOF.

                          (ALL AMOUNTS IN U.S. DOLLARS)

                              E.DIGITAL CORPORATION

                        12% SUBORDINATED PROMISSORY NOTE

                                Due July 1, 2005

               Note Date: _________________ US$_____________. 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 the order of

         Payee:            _______________________________________
                           or his, her or its successors or assigns
                            (collectively, "NOTEHOLDER") at

         Address:

or at such other address or addresses as Noteholder may  subsequently  designate
in writing to the Company,  the  principal  sum of  ________________  and NO/100
Dollars ($______________.00), due and payable in one installment on July 1, 2005
("MATURITY  DATE"),  plus simple interest  thereon at the rate of twelve percent
(12.00%) per annum,  in lawful monies of the United States of America.  Interest
shall be paid in monthly  installments on or before the first day of each month,
computed on the basis of a 360 day year and a 30 day month. If the Maturity Date
should  fall on a  weekend  or  national  holiday,  payment  shall be due on the
following  business day. This Note is one of a duly authorized issue of Notes of
the Company  designated as its 12% Subordinated  Promissory Notes (herein called
the "NOTES"), limited in aggregate principal amount to $1,000,000.

      1. Any payment  shall be deemed  timely  made if  received  by  Noteholder
within  fifteen (15) calendar days of the due date.  Payments  received shall be
imputed  first to late or penalty  charges,  if any,  then due, next to interest
payments then due, and next to the remaining unpaid principal balance.

      An "EVENT OF DEFAULT"  occurs if (a) the Company does not make the payment
of interest or  principal of this Note when the same becomes due and payable and
such default shall  continue for a period of fifteen (15) calendar days, (b) the
Company  fails to comply with any of its other  agreements  in this Note that do
not otherwise have separate  remedies or provisions  and such failure  continues
for the period and after the notice  specified  below, (c) 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 or (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 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.


<PAGE>

         A default above is not an Event of Default until the holders of at
least 25% in aggregate principal amount of the Notes then outstanding notify the
Company of such default and the Company does not cure it within sixty (60) days
after receipt of such notice, which must specify the default, demand that it be
remedied and state that it is a "NOTICE OF DEFAULT." If an Event of Default
occurs and is continuing, the Noteholder hereof by notice to the Company, may
declare the principal of and accrued interest on this Note to be due and payable
immediately; provided, however, that the holders of at least 51% in aggregate
principal amount of the Notes then outstanding, by written notice to the
Company, may rescind and annul such declaration and its consequences.

      2. The Company may prepay this Note at any time and from time to time,  in
whole or in part,  without  the prior  written  agreement  of  Noteholder,  upon
payment of a prepayment  fee equal to thirty  days'  interest (on the portion of
principal that is being  prepaid).  Any prepayment of this Note shall be applied
first against any prepayment fee, then against accrued interest and then against
principal.  Upon  payment  in full of the  principal  amount  of this  Note  and
interest thereon, the Noteholder shall surrender this Note for cancellation. The
Company shall only make principal  reductions or prepayments  pro rata among the
Noteholders of this series. Likewise any Noteholder who receives any payments or
proceeds from any  enforcement  of a security  interest or any  distribution  in
connection  with  a  bankruptcy,   liquidation,   reorganization,   dissolution,
winding-up or similar  proceedings,  shall be obligated to pro rate such amounts
among the other Noteholders of this series as provided in the Purchase Agreement
between the Company and the original holder hereof.

      3. Relationships  between the Noteholder and each of the other Noteholders
shall be  determined  pursuant  to the  intercreditor  agreements  set  forth in
Section 7 of the 12% Subordinated Promissory Note and Warrant Purchase Agreement
of even date (the  "PURCHASE  AGREEMENT")  and Sections 1 and 2 herein on a pari
passu basis.

      4. This Note is being  issued in  conjunction  with  certain  warrants.  A
portion of the original issue price of this investment unit  (consisting of this
Note and its  associated  warrants) has been  allocated to these  warrants.  The
original issue price of this Note is therefore  less than its principal  amount.
Because the excess of the principal  amount of this Note over its original issue
price is less than (a)  one-quarter  of one  percent  of this  Note's  principal
amount (b) multiplied by the number of complete  years to this Note's  maturity,
this Note will not have "ORIGINAL  ISSUE DISCOUNT" as that phrase is defined for
United  States  income tax purposes.  Any  Noteholder  may contact the Company's
Chief Financial Officer,  Treasurer or Chief Accounting Officer at its principal
office (or such other address as the Company shall  subsequently  furnish to the
Noteholder) for further information concerning the computation of original issue
discount under the terms of this Note.

      5. In the event that the Company  shall offer shares of its capital  stock
("CAPITAL STOCK") (or securities convertible into shares of Capital Stock) on or
after  the  date  hereof  in  connection  with  an  equity  financing   ("EQUITY
FINANCING"),  the Noteholder shall have the right and option,  at any time prior
to the Maturity Date,  subject to and upon compliance with the provisions hereof
and the  terms and  provisions  of the  Equity  Offering  documents  (including,
without limitation, strict adherence to the closing dates set forth therein), to
convert the unpaid principal amount of the Note, the prepayment fee, if any, and
any accrued and unpaid  interest  (on an "ALL OR NONE BASIS") into shares of the
Capital Stock being offered.  The conversion price ("CONVERSION PRICE") shall be
equal to the offering  price (as defined in the Equity  Financing  documents) of
the capital stock in effect at the time of conversion.. In order to exercise the
conversion privilege,  the Noteholder shall surrender the Note to the Company at
its principal  office duly endorsed or  accompanied  by a written  instrument of
transfer duly executed by the  Noteholder,  accompanied by written notice to the
Company  stating that the  Noteholder  elects to convert the Note subject to the
provisions  hereof setting forth the name(s) in which the certificate for shares
of Capital Stock issuable upon such conversion  shall be issued.  As promptly as
practicable  after the  receipt  of such  notice and the  surrender  of the Note
aforesaid,  the Company shall issue and deliver to such holder a certificate for


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<PAGE>


the number of full shares of Capital Stock issuable upon such  conversion.  Such
conversion shall be deemed to be effected at the time at which such notice shall
have been  received  by the  Company  and the Note shall  have been  surrendered
aforesaid,  and the person in whose name any  certificate  for shares of Capital
Stock shall be issuable upon such  conversion  shall be deemed to become on said
date the holder of record of the shares represented  thereby.  The Company shall
not be required to issue fractions of shares of Capital Stock upon conversion of
the Note. If any fractional interest in a share of Capital Stock would otherwise
be  deliverable  upon  conversion,  the Company shall  purchase such  fractional
interest  for an amount in cash  equal to the  Conversion  Price then in effect,
calculated to the nearest cent. Noteholder expressly  acknowledges that the sale
or  issuance  of  Capital  Stock  by  the  Company  pursuant  to  (i)  presently
outstanding  convertible  securities,  (ii) employee benefit plans,  (iii) stock
option  plans,   (iv)  mergers  or  acquisitions  and/  or  (v)  other  non-cash
transactions  shall not constitute an Equity  Financing for purposes  hereof and
shall not result in any conversion  right  hereunder.  Noteholder also expressly
acknowledges  that  the  Capital  Stock  that may be  issued  upon  exercise  of
Noteholder's conversion rights hereunder may bear a legend substantially similar
to the  legend  set forth on the Note  and/or  such  other  legend(s)  as may be
required pursuant to the terms of the Equity Financing.

      6.  The   indebtedness   evidenced  by  this  Note  is  hereby   expressly
subordinated, to the extent and in the manner hereinafter set forth, in right of
payment  to  the  prior  payment  in  full  of  all  of  the  Company's   Senior
Indebtedness,  as  hereinafter  defined;  provided,  however,  that the  maximum
aggregate amount of the Company's Senior  Indebtedness to which the indebtedness
evidenced  by this Note  shall be  subordinated  shall not  exceed  One  Million
Dollars  ($1,000,000).  The  Company  may,  however,  in its sole  and  absolute
discretion,  incur and/or have outstanding from time to time Senior Indebtedness
in excess of the amount stated in the immediately  preceding  sentence,  and the
existence  of  such  Senior  Indebtedness  shall  not  diminish  in any  way the
subordination of the indebtedness evidenced by this Note.

      As used in this  Note,  the  term  "SENIOR  INDEBTEDNESS"  shall  mean the
principal of and unpaid accrued interest on: (a) all indebtedness of the Company
to banks,  insurance companies or other financial institutions regularly engaged
in the  business of lending  money,  which is for money  borrowed by the Company
(whether or not secured and whether or not  existing as of the date of this Note
or hereafter  incurred);  (b) the 15% Unsecured  Promissory Note in the original
principal  amount of $750,000  issued by the Company on December  11,  2002,  as
amended (the "15%  UNSECURED  NOTE");  and (c) any such  indebtedness  issued in
exchange  for such Senior  Indebtedness,  or any  indebtedness  arising from the
satisfaction of such Senior Indebtedness by a guarantor.

      If there should occur any  receivership,  insolvency,  assignment  for the
benefit of creditors,  bankruptcy,  reorganization or arrangement with creditors
(whether or not pursuant to bankruptcy or other insolvency laws), sale of all or
substantially  all  of  the  assets,  dissolution,   liquidation  or  any  other
marshalling of the assets and liabilities of the Company,  or if this Note shall
be declared  due and payable  upon the  occurrence  of an event of default  with
respect  to any  Senior  Indebtedness,  then (a) no amount  shall be paid by the
Company in  respect of the  principal  of or  interest  on this Note at the time
outstanding,  unless  and  until  the  principal  and  interest  on  the  Senior
Indebtedness  then outstanding  shall be paid in full; and (b) no claim or proof
of claim shall be filed with the Company by or on behalf of the Noteholder  that
shall  assert any right to receive any  payments in respect of the  principal of
and  interest  on  this  Note,  except  subject  to the  payment  in full of the
principal of and interest on all of the Senior Indebtedness then outstanding. If
there occurs an event of default that has been  declared in writing with respect
to any  Senior  Indebtedness,  or in  the  instrument  under  which  any  Senior
Indebtedness is outstanding,  permitting the holder of such Senior  Indebtedness
to accelerate the maturity thereof, then, unless and until such event of default
shall have been cured and  waived or shall have  ceased to exist,  or all Senior
Indebtedness  shall have been paid in full,  no payment shall be made in respect
of the  principal  of or interest on this Note,  unless  within three (3) months
after the  happening  of such event of  default,  the  maturity  of such  Senior
Indebtedness shall not have been accelerated.

      Subject to the rights, if any, of the holders of Senior Indebtedness under
this  Section 6 to  receive  cash,  securities  and other  properties  otherwise
payable or deliverable to the  Noteholder,  nothing  contained in this Section 6
shall impair,  as between the Company and the Noteholder,  the obligation of the
Company,  subject to the terms and conditions  hereof,  to pay to the Noteholder
the  principal  hereof and  interest  hereon as and when the same become due and
payable,  or  shall  prevent  the  Noteholder,   upon  default  hereunder,  from
exercising  all rights,  powers and  remedies  otherwise  provided  herein or by
applicable law.

      Subject to the payment in full of all Senior  Indebtedness  and until this
Note shall be paid in full, the Noteholder  shall be subrogated to the rights of
the holders of Senior  Indebtedness  (to the extent of payments or distributions
previously  made  to  such  holders  of  Senior  Indebtedness  pursuant  to  the
provisions of this Section 6) to receive  payments or distributions of assets of
the  Company  applicable  to  the  Senior  Indebtedness.  No  such  payments  or
distributions  applicable  to the Senior  Indebtedness  shall,  as  between  the
Company and its creditors, other than the holders of Senior Indebtedness and the
Noteholder,  be deemed to be a payment  by the  Company to or on account of this
Note; and for the purposes of such subrogation,  no payments or distributions to
the holders of Senior  Indebtedness  to which the  Noteholder  would be entitled
except for the  provisions  of this Section 6 shall,  as between the Company and
its creditors, other than the holders of Senior Indebtedness and the Noteholder,
be  deemed  to be a  payment  by the  Company  to or on  account  of the  Senior
Indebtedness.


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<PAGE>

      By its  acceptance  of this Note,  the  Noteholder  agrees to execute  and
deliver such  documents as may be requested  from time to time by the Company or
the  lender of any  Senior  Indebtedness  in order to  implement  the  foregoing
provisions of this Section 6.

      7.  If  this  Note  becomes  worn,  defaced  or  mutilated  but  is  still
substantially intact and recognizable,  the Company or its agent may issue a new
Note in lieu hereof upon its  surrender.  Where the  Noteholder  claims that the
Note has been lost, destroyed or wrongfully taken, the Company shall issue a new
Note of like tenor in place of the original  Note if the  Noteholder so requests
by written  notice to the Company  together with an affidavit of the  Noteholder
setting forth the facts concerning such loss, destruction or wrongful taking and
such  other  information  in such form with such  proof or  verification  as the
Company  may  request.  The  Company  in  addition  may  require,  at  its  sole
discretion,  indemnification  and/or an indemnity bond in such amount and issued
by such surety as the Company deems satisfactory.

      8. 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  default,  the
Company  agrees to pay,  in  addition  to the  principal  and  interest  payable
hereunder, reasonable attorneys' fees and costs incurred by the Noteholder.

      9. 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
Noteholder, at 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.

      10. The Company hereby waives present,  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.

      11. 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.

      12. 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 Agreement.

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

                                              E.DIGITAL CORPORATION,

                                              a Delaware corporation

                                              By: ____________________________
                                                       Alfred H. Falk
                                                       President and CEO


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