Exhibit 10.3
                                                             Form of "B" Warrant
                        (each warrant differs as to holder and number of shares)

WARRANT SERIES 06W-B                                          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.


                              E.DIGITAL CORPORATION

                                SERIES B 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
"2006 Series B 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 the earlier of (a) July 31, 2008 or (b) six months after the first date
a  registration  statement for the Warrant  Shares is declared  effective by the
Securities and Exchange  Commission  unless sooner  terminated as provided below
(the "Exercise Period").

      3. Purchase Price.  The purchase price for each Warrant Share  purchasable
hereunder  shall be nine cents  (U.S.  $0.09),  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 ten (10) 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.

      5. Net  Issuance  Option.  If at any time  after one year from the date of
issuance of this  Warrant,  if not earlier  terminated  or expired,  there is no
effective registration statement registering, or no current prospectus available
for the resale of the Warrant  Shares by the  Holder,  then 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.

      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,

                                       2
<PAGE>

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
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.  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 12 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.

      13. 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.

                                       3
<PAGE>

      14. 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.

      15.  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.

      16.  Acceptance.  Receipt of this Warrant by the Holder  shall  constitute
acceptance of and agreement to all of the terms and conditions contained herein.

      17.  Amendment.  Any term of this  Warrant may be amended with the written
consent of the Company 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 Company's  February
2006 restricted Common Stock offering. Any amendment effected in accordance with
this Section 17 shall be binding upon each holder of the Warrants.

      18.  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.

      19.  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.

      20.  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 24th day of February, 2006.

                                                     E.DIGITAL CORPORATION


                                                     By:  /s/ ROBERT PUTNAM
                                                       -------------------------
                                                       Authorized Officer

                                       4
<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 $ _____________ in immediately available funds or, if applicable,

      (2) 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.

      (3) 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.

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

      (5) 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)