Exhibit 4.4.8

WARRANT SERIES 04W-A                                          WARRANT NO. ______

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE  "SECURITIES  ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND 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.

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

                              E.DIGITAL CORPORATION

                             STOCK PURCHASE WARRANT

      THIS CERTIFIES THAT, for value received, E.DIGITAL CORPORATION, a Delaware
corporation (the  "COMPANY"),  hereby grants to ("HOLDER") the right to purchase
from the  Company  up to ( ) shares  of the  Common  Stock of the  Company  (the
"WARRANT SHARES"), subject to the following terms and conditions:

      1. SERIES.  This Warrant is one of a duly authorized series of warrants of
the Company (which are identical except for the variations  necessary to express
the  identification  numbers,  names of the  holder,  number of shares of Common
Stock issuable upon exercise thereof and warrant issue dates)  designated as its
"2004 Series A Warrants."

      2. TERM.  This  Warrant may be  exercised  in whole at any time during the
period  from the date of issuance of this  Warrant  until 5:00 p.m.,  California
time,  on June 30,  2007,  unless  sooner  terminated  as  provided  below  (the
"EXERCISE PERIOD").

      3. PURCHASE PRICE.  The purchase price for each Warrant Share  purchasable
hereunder shall be twenty-five cents (U.S. $0.25), as adjusted from time-to-time
pursuant to Section 10 hereof (the "WARRANT EXERCISE PRICE").

      4. EXERCISE OF WARRANT.  The purchase  rights  represented by this Warrant
may be exercised by the Holder,  in whole or in part,  at any time and from time
to time before the end of the  Exercise  Period by  surrender of this Warrant at
the  principal  office of the  Company in San Diego,  California  (or such other
office or agency of the Company as may be designated by notice in writing to the
Holder at the  address of the  Holder  appearing  on the books of the  Company),
together with the Notice of Exercise  annexed hereto duly completed and executed
on behalf of the  Holder  accompanied  by  payment  in full of the amount of the
aggregate Warrant Exercise Price in immediately available funds in United States
Dollars.  Certificates for shares purchased  hereunder shall be delivered to the
Holder  within  thirty (30)  business  days after the date on which this Warrant
shall have been  exercised as  aforesaid,  but Holder shall be deemed the record
owner of such Warrant Shares as of and from the close of business on the date on
which this Warrant shall be surrendered.  The Holder may also designate that the
Company apply any note obligation balance owed Holder by the Company towards the
exercise price of this Warrant.

      5. NET ISSUANCE OPTION. At the option of the Holder, in lieu of payment of
the Warrant  Exercise Price,  the Holder may request in writing that the Company
issue to it the net Warrant Shares  issuable  determined in accordance  with the
following formula:

                 NS      =        WS - [EP/CMP x WS]
                 NS      =        New Shares
                 WS      =        No. of Warrant Shares issuable upon exercises
                                  of the warrants
                 EP      =        Exercise Price

                 CMP     =        Current Market Price (defined as the closing
                                  bid price on the date of the request)


<PAGE>

      6.  FRACTIONAL  INTEREST.  The Company  shall not be required to issue any
fractional shares on the exercise of this Warrant.

      7.  WARRANT  CONFERS NO RIGHTS OF  SHAREHOLDER.  Holder shall not have any
rights as a shareholder  of the Company with regard to the Warrant  Shares prior
to actual exercise resulting in the purchase of the Warrant Shares.

      8. INVESTMENT REPRESENTATION.  Neither this Warrant nor the Warrant Shares
issuable  upon the  exercise  of this  Warrant  have been  registered  under the
Securities  Act,  or  under  any  applicable  state   securities  laws.   Holder
acknowledges by acceptance of this Warrant that (a) it has acquired this Warrant
for  investment  and  not  with  a  view  toward  distribution;  (b)  it  has  a
pre-existing  personal  or  business  relationship  with  the  Company,  or  its
executive officers,  or by reason of its business or financial experience it has
the capacity to protect its own  interests in connection  with the  transaction;
and (c) except as so notified to the  Company in  writing,  it is an  accredited
investor  as that  term  is  defined  in  Regulation  D  promulgated  under  the
Securities  Act or  not a  U.S.  Person  within  the  definition  set  forth  in
Regulation S and not an affiliate of the Company. Holder agrees that any Warrant
Shares  issuable upon  exercise of this Warrant will be acquired for  investment
and not with a view toward  distribution;  and  acknowledges  that to the extent
such  Warrant  Shares  will  not be  registered  under  the  Securities  Act and
applicable  state  securities laws, that such Warrant Shares may have to be held
indefinitely  unless they are  subsequently  registered  or qualified  under the
Securities Act and applicable  state securities laws; or, based on an opinion of
counsel  reasonably   satisfactory  to  the  Company,  an  exemption  from  such
registration  and  qualification  is available.  Holder,  by acceptance  hereof,
consents to the  placement  of the  following  restrictive  legends,  or similar
legends, on each certificate to be issued to Holder by the Company in connection
with the issuance of such Warrant Shares:

      THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
      UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE "ACT"),  OR UNDER ANY
      STATE SECURITIES LAWS, AND 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
      CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

      THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  ARE SUBJECT TO CERTAIN
      RESTRICTIONS  ON TRANSFER  SET FORTH IN THAT  CERTAIN  PURCHASE  AGREEMENT
      THEREFOR BETWEEN THE CORPORATION AND THE ORIGINAL HOLDER HEREOF.

      9.  RESERVATION  OF SHARES.  The  Company  agrees at all times  during the
Exercise  Period to take all reasonable  steps to have  authorized and reserved,
for the  exclusive  purpose of  issuance  and  delivery  upon  exercise  of this
Warrant,  a  sufficient  number of shares of its Common Stock to provide for the
exercise of the rights represented hereby.

      10.  ADJUSTMENTS.  If the Company at any time during the  Exercise  Period
shall, by subdivision,  combination or re-classification  of securities,  change
any of the  securities to which  purchase  rights under this Warrant exist under
the same or different number of securities of any class or classes, this Warrant
shall  thereafter  entitle  the  Holder  to  acquire  such  number  and  kind of
securities  as would have been  issuable as a result of such change with respect
to the Warrant  Shares  immediately  prior to such  subdivision,  combination or
re-classification. If shares of the Company's Common Stock are subdivided into a
greater  number of shares of Common  Stock,  the purchase  price for the Warrant
Shares upon  exercise of this Warrant shall be  proportionately  reduced and the
Warrant Shares shall be proportionately  increased; and conversely, if shares of
the Company's  Common Stock are combined  into a smaller  number of Common Stock
shares,  the price shall be  proportionately  increased,  and the Warrant Shares
shall be  proportionately  decreased.  If the  Company  at any time  during  the
Exercise  Period  shall sell shares of Common Stock (or  securities  convertible
into shares of Common Stock) at a price per share (or having a conversion  price
per share, if a security  convertible  into Common Stock) which is less than the
Warrant  Exercise Price specified in Section 3, then the Warrant  Exercise Price
shall be reduced to equal the lower offering price.  Notwithstanding anything to
the contrary  herein,  the  provisions of this Section 10 shall not apply to any
such securities issued or to be issued pursuant to: (i) employees,  consultants,
officers  or  directors  of the  Company  pursuant  to any stock  option,  stock
purchase or stock bonus plan,  agreement or arrangement approved by the Board of
Directors;  (ii) the acquisition of another  business entity or business segment
of any such entity by the Company by merger,  purchase of  substantially  all of
the assets or other reorganization  whereby the Company will own more than fifty
(50%) of the voting power of such  business  segment of any such  entity;  (iii)
vendors or customers or to other persons in similar  commercial  situations with
the  Company  if such  issuance  is  approved  by the Board of  Directors;  (iv)
corporate  partnering  transactions on terms approved by the Board of Directors;
(v) the  terms  of any of the  Company's  preferred  stock,  warrants  or  other
convertible securities  outstanding on the date hereof; (vi) borrowings,  direct
or indirect,  from financial  institutions  regularly engaged in the business of


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<PAGE>

lending  money,  whether or not  presently  authorized  which  include an equity
component which is not a major component of such borrowing or (v) other non-cash
transactions. Notwithstanding anything to the contrary herein, the provisions of
this  Section 10 shall not apply to the first  $100,000 in proceeds  received by
the Company from the sale of any Common Stock or any securities convertible into
or  exercisable  for  Common  Stock or  similar  equity  securities  sold in any
separate  180-day  period  beginning on the date of this Warrant and  continuing
throughout the Exercise Period. For example, to demonstrate the operation of the
preceding  sentence,  the Company may sell such  equity  securities  and receive
$100,000 in the first 180-day  period after the date of this Warrant,  and after
the expiration of the first 180-day period the Company may sell another $100,000
in such securities  during the succeeding  180-day  period,  and the $200,000 in
total proceeds received from the sales in both such transactions shall not apply
to and shall be exempt from the operation of this Section 10.

      11. PUBLIC OFFERING LOCK-UP. In connection with any public registration of
this Company's  securities,  the Holder (and any  transferee of Holder)  agrees,
upon the request of the Company or the underwriter(s)  managing such offering of
the Company's  securities,  not to sell, make any short sale of, loan, grant any
option for the  purchase of, or otherwise  dispose of this  Warrant,  any of the
shares of Common Stock issuable upon exercise of this Warrant  without the prior
written consent of the Company and/or such  underwriter(s),  as the case may be,
for a period  of time not to  exceed  on  hundred  eighty  (180)  days  from the
effective date of the registration. Upon request by the Company, Holder (and any
transferee of Holder) agrees to enter into any further agreement in writing in a
form reasonably satisfactory to the Company and such underwriter(s). The Company
may impose stop-transfer  instructions with respect to the securities subject to
the  foregoing  restrictions  until the end of said 180-day  period.  Any shares
issued  upon  exercise  of  this  Warrant  shall  bear  an  appropriate   legend
referencing this lock-up provision.

      12. REGISTRATION RIGHTS.

            a. If, at any time during the Exercise Period,  the Company proposes
to prepare and file any  registration  statements  covering its Common Stock (in
either case, other than in connection with a merger or acquisition,  pursuant to
Form  S-8 or any  successor  form,  or  pursuant  to any  other  form or type of
registration  in which  Registrable  Securities  (as  defined  below)  cannot be
appropriately included) (collectively,  the "REGISTRATION STATEMENTS"),  it will
give  written  notice as provided  herein at least thirty (30) days prior to the
filing of each such Registration Statement to the Holders of the Warrants and/or
Warrant Shares of its intention to do so. If the Holders of the Warrants  and/or
Warrant  Shares notify the Company  within twenty (20) days after receipt of any
such  notice  of its or their  desire to  include  the  shares  of Common  Stock
issuable upon exercise of the Warrant or the Warrant Shares  (collectively,  the
"REGISTRABLE  SECURITIES") in such proposed registration statement,  the Company
shall afford the Holders of the Warrant and/or Warrant Shares the opportunity to
have  any  such  Registrable   Securities  registered  under  such  registration
statement at the Company's sole cost and expense.

            b. Notwithstanding the provisions hereof, the Company shall have the
right at any time after it shall  have  given  written  notice  pursuant  hereto
(irrespective  of whether a written request for inclusion of any such securities
shall  have  been  made) to elect  not to file  any such  proposed  registration
statement,  or to withdraw the same after the filing but prior to the  effective
date thereof.

            c.  Notwithstanding  any other  provision  of this  Section,  if the
underwriter  managing  such  registration  notifies  the Holders in writing that
market  or  economic  conditions  limit  the  amount  of  securities  which  may
reasonably be expected to be sold,  the Holders of such  Registrable  Securities
will be allowed to register their  Registrable  Securities pro rata based on the
number of shares of Registrable  Securities held by such Holders,  respectively.
No  Registrable  Securities  excluded  from the  underwriting  by  reason of the
underwriter's marketing limitation shall be included in such registration.


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<PAGE>

      d. Each Holder of Warrants and Warrant  Shares to be sold  pursuant to any
Registration Statement (each, a "DISTRIBUTING HOLDER") shall severally,  and not
jointly,  indemnify and hold harmless the Company,  its officers and  directors,
each  underwriter  and each  person,  if any,  who controls the Company and such
underwriter,  against any loss, claim,  damage,  expense or liability,  joint or
several,  as  incurred,  to  which  any of them may  become  subject  under  the
Securities  Act or any other  statute or at common  law, in so far as such loss,
claim,  damage,  expense or liability (or actions in respect thereof) arises out
of or is based upon any untrue  statement  or alleged  untrue  statement  of any
material fact  contained in any such  Registration  Statement,  any  preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto,  or any omission or alleged  omission to state  therein a material fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the circumstances  under which they were made, not misleading,  in each
case to the  extent,  but only to the  extent,  that such  untrue  statement  or
alleged  untrue  statement or omission or alleged  omission was made in reliance
upon and in conformity with written information furnished to the Company by such
Distributing Holder specifically for use therein. Such Distributing Holder shall
reimburse  the Company,  such  underwriter  and each such  officer,  director or
controlling person for any legal or other expenses reasonably incurred by any of
them in  connection  with  investigating  or defending  any such  liability,  as
incurred.  Notwithstanding  the  foregoing,  such indemnity with respect to such
preliminary  prospectus or such final  prospectus shall not inure to the benefit
of the  Company,  its  officers  or  directors,  or such  underwriter  (or  such
controlling  person of the Company or the  underwriter) if the person  asserting
any such loss, claim, damage, expense or liability purchased the securities that
are the subject  thereof and did not receive a copy of the final  prospectus (or
the final  prospectus as then amended,  revised or  supplemented) at or prior to
the time such furnishing is required by the Securities Act in any case where any
such  untrue  statement  or  omission  of  a  material  fact  contained  in  the
preliminary  prospectus was corrected in the final  prospectus (or, if contained
in the final prospectus,  was subsequently  corrected by amendment,  revision or
supplement).

      13.  ASSIGNMENT.  With respect to any offer,  sale or other disposition of
this Warrant or any underlying  securities,  the Holder will give written notice
to the Company prior thereto,  describing  briefly the manner thereof,  together
with a written opinion of such Holder's counsel,  to the effect that such offer,
sale or other distribution may be effected without registration or qualification
(under any applicable federal or state law then in effect). Furthermore, no such
transfer shall be made unless the transferee meets the same investor suitability
standards set forth in Section 8 of this Warrant.  Upon  receiving  such written
notice and reasonably  satisfactory  opinion,  if so requested,  the Company, as
promptly as  practicable,  shall notify such Holder that such Holder may sell or
otherwise dispose of this Warrant or the underlying securities,  as the case may
be, all in  accordance  with the terms of the written  notice  delivered  to the
Company.  If a determination  has been made pursuant to this Section 13 that the
opinion of counsel for the Holder is not reasonably satisfactory to the Company,
the Company shall so notify the Holder  promptly  after such  determination  has
been made. Each Warrant thus transferred  shall bear the same legends  appearing
on this Warrant,  and  underlying  securities  thus  transferred  shall bear the
legends required by Section 8. The Company may impose stop-transfer instructions
in connection with such  restrictions.  Subject to any  restrictions on transfer
described  elsewhere  herein,  the rights and obligations of the Company and the
Holder  of this  Warrant  shall be  binding  upon and  benefit  the  successors,
assigns, heirs, administrators and transferees of the parties hereto.

      14. NOTICE. Any notice, demand,  consent or other communication  hereunder
shall be in writing  addressed to the other party at its principal office or, in
respect of Holder,  as its address as shown on the books of the  Company,  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 (i) when so
personally  delivered,  or (ii) if mailed as aforesaid,  five (5) days after the
same shall have been posted, or (iii) if sent by facsimile transmission, as soon
as 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 (iv) if delivered by commercial courier, upon receipt.

      15. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant is lost,
stolen,  mutilated or destroyed,  the Company may, on such terms as to indemnity
or  otherwise  as it may  reasonably  impose  (which  shall,  in the  case  of a
mutilated Warrant,  include the surrender thereof),  issue a new Warrant of like
denomination and tenor as the Warrant so lost,  stolen,  mutilated or destroyed.
Any such new Warrant shall constitute an original contractual  obligation of the
Company,  whether or not the  allegedly  lost,  stolen,  mutilated  or destroyed
Warrant shall be at any time enforceable by anyone.


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<PAGE>

      16.  EARLY  TERMINATION.  In the event of, at any time during the Exercise
Period,  the  consolidation  or  merger  of the  Company  with or  into  another
corporation  in which the  Company is not the  surviving  entity or in which the
stockholders  of the Company do not own at least 51% of the voting  power of the
surviving entity (other than a merger solely to effect a reincorporation  of the
Company  into  another  state),  or the  sale  or  other  disposition  of all or
substantially  all the  properties  and assets of the Company in its entirety to
any other  person,  the  Company  shall  provide to the Holder  twenty (20) days
advance  written  notice  of  such  consolidation,   merger  or  sale  or  other
disposition of the Company's assets,  and of this Warrant shall terminate unless
exercised prior to the date of the occurrence of such  consolidation,  merger or
sale or other disposition of the Company's assets.  17.  ACCEPTANCE.  Receipt of
this Warrant by the Holder shall  constitute  acceptance of and agreement to all
of the terms and conditions contained herein.

      18.  AMENDMENT.  Any term of this  Warrant may be amended with the written
consent of the Corporation  and the holders of Warrants  representing a majority
in interest of the then  outstanding  Exercise  Shares issuable upon exercise of
any  outstanding  Warrant  which was issued in  connection  with the Notes.  Any
amendment effected in accordance with this Section 18 shall be binding upon each
holder of the Warrants.

      19.  GOVERNING  LAW.  This Warrant  shall be governed by and  construed in
accordance  with the laws of the State of  California,  applicable  to contracts
between  California  residents entered into and to be performed  entirely within
the State of California.

      20.  FEES.  If any action at law or in equity is  necessary  to enforce or
interpret the terms of this Warrant,  the prevailing  party shall be entitled to
reasonable  attorneys'  fees,  costs and  disbursements in addition to any other
relief to which such party may be entitled.

      21.  DESCRIPTIVE  HEADINGS.  The headings used herein are descriptive only
and for the convenience of identifying provisions,  and are not determinative of
the meaning or effect of any such provisions.

      IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed by
its duly authorized officer this day of June, 2004.

                                                     E.DIGITAL CORPORATION

                                                     /s/ ALFRED H. FALK
                                                     -------------------------
                                                         AUTHORIZED OFFICER


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<PAGE>


                                         NOTICE OF EXERCISE
                                              COMMON STOCK PURCHASE WARRANT

To:      E.DIGITAL CORPORATION

      (1) The  undersigned  hereby elects to purchase  shares of Common Stock of
e.Digital Corporation, pursuant to the terms of the attached Warrant, and either
tenders herewith payment in full of the purchase price for such shares or $ or,

      (2) Requests the Company reduce the amount of 12% Subordinated  Promissory
Notes due to the  undersigned in the amount of $ as the Warrant  Exercise Price;
or

      (3)  Requests  the  Company to issue to the  undersigned  shares of Common
Stock of  e.Digital  Corporation,  pursuant  to the  terms of  Section  5 of the
attached Warrant on a net issuance basis.

      (4) In  exercising  this  Warrant,  the  undersigned  hereby  confirms and
acknowledges  that the shares of Common Stock are being acquired  solely for the
account  of the  undersigned  and not as a  nominee  for any  other  party,  for
investment,  and that the undersigned will not offer,  sell or otherwise dispose
of any such shares of Common  Stock  except  under  circumstances  that will not
result in a violation of the  Securities  Act of 1933, as amended,  or any state
securities laws.

      (5) Please issue a certificate representing said shares of Common Stock in
the name of the undersigned.

      (6) Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the undersigned.

Date: ________, 20 ____                               __________________________
                                                      (Name)

                                                      __________________________
                                                      (Signature

                                                      __________________________
                                                      (Print Address)


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