April 2, 2002 NDA:

The information disclosed as proprietary information under the referenced NDA was limited in scope to a market opportunity with Alaska Airlines for a portable entertainment device. Mr. Boyer, at the time an e.Digital shareholder and employee of Alaska Airlines, approached e.Digital based on e.Digital’s audio/visual media technology. At the time of e.Digital’s and Mr. Boyer’s first meeting, e.Digital’s technology portfolio included the world’s first multi-codec MP3 player, the first Flash-based handheld voice recorder, MicroOS™, multiple versions of security, encryption and Digital Rights Management, a complete reference design for an Audio/Video player which was used for the Alaska Airlines demonstration, as well as other technology and designs relevant to portable audio/video players and systems. The NDA includes a non-compete, however this is limited in scope to the proprietary data disclosed. (i.e. a market opportunity with Alaska Airlines). e.Digital signed the NDA in good faith without knowledge of what Mr. Boyer was going to disclose. Mr. Boyer disclosed a market opportunity with Alaska Airlines.