Form 8-K for E DIGITAL CORP

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27-Oct-2005

Change in Directors or Principal Officers

ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective October 26, 2005, Atul Anandpura resigned as President and Chief Executive Officer of the Company and from the Board of Directors to pursue other interests. There were no disagreements between Mr. Anandpura and the Company on any matter relating to the Company`s operations, policies or practices.

Effective November 14, 2005, Will Blakeley will succeed Mr. Anandpura, as President. Mr. Blakeley, in addition, will be appointed Chief Technical Officer.

Mr. Blakeley has served as a Principal Systems Engineer and Manager for Northrup Grumman Radio Systems since August 2002. Mr. Blakeley also served as an independent consultant (program management) for two venture backed start ups from January 2002 until August 2002. He also served as Vice President of Engineering for Aegis Broadband Inc. from January 1999 until January 2002. He has also served as President of SDCOMM Technologies, Inc. from 1997 to 1999. From 1988 to 1997, Mr. Blakeley held various management positions with Scientific Atlanta, Inc. Mr. Blakeley obtained a Bachelor of Science degree in Applied Mathematics from San Diego State University in 1983 and a Master of Science degree in electrical engineering from San Diego State University in 1988. Mr. Blakeley is 49 years of age.

Mr. Blakeleys employment will be at-will with no specified period or term of employment. Mr. Blakeley will receive an annual salary of $175,000 and could be eligible for an annual bonus as determined by the Board of Directors. Mr. Blakely will receive options to purchase 1,500,000 shares of common stock with an exercise price equal to the fair market value of the common stock on Mr. Blakeleys start date. The options will vest over a two year period with 500,000 shares vesting immediately and the balance vesting in equal quarterly installments thereafter. In the event that Mr. Blakeleys employment is terminated for any reason other than cause, then he shall be eligible to receive up to three months severance in the form of salary continuation.