To: JimC1997 who wrote (15662 ) 10/29/2000 11:41:40 PM From: JimC1997 Respond to of 18366 Key points in this letter from e.Digital: No problems with the company from NASDAQ's perspective: 1. Nasdaq stated that the only reason that we were denied a listing was because of the company’s current failure to satisfy the minimum bid price requirement for initial inclusion. e.Digital will reapply for a listing on NASDAQ ASAP: 2. based on anticipated improving market conditions, business developments and our increasing revenue, we intend to re-apply for a Nasdaq listing upon improvement in our share price. The business is not adversely impacted: 3. Nasdaq’s decision will not affect any of our OEM business, products or partnerships. Complex relationships are developing with multiple OEMs which require confidentiality: 4. In OEM deals such as those in place with Maycom and Remote Solution/HanGo, we are working with companies who will be launching their own products as well as working with us on marketing and building the devices for other OEMs. We are also working with OEMs who may compete against each other with product offerings designed by e.Digital. Equity offering may eliminate "going concern" qualification: 5. To remove the “going concern opinion” that has been on our financial statements for the last several years. ... The structure of the financing is similar to the one completed in June 1999. Financial condition is very sound, prospects very good: 6. Today, the company is in much better shape financially and fundamentally than when we applied for Nasdaq. Multi-billion dollar companies will launch e.Digital products soon: 7. we are currently working with a variety of multi-billion dollar consumer electronics companies who will be bringing e.Digital-powered products to market. Three of these companies are close to launching products into the consumer marketplace. Technology has been enhanced: 8. We have expanded MicroOS’ capability beyond flash memory-based devices to products that will use rotating media such as miniature hard drives, IBM’s Microdrive technology and DataPlay’s exciting new optical drive technology. Worldwide standard is the company goal: 9. All of this adds up to a company that is in the process of fulfilling its promise in becoming a worldwide standard. Fred Falk believes in the stock for long-term value and feels that the $5.625 price on 9/12/00 was a bargain: 10. I took this action for two reasons: First, I wanted to begin a long-term capital gains holding period. I believe that e.Digital will reward long-term investors. Second, I felt that the share price on that date was attractive given the names of OEMs we are working with and the general time frame of expected announcements. In spite of Friday’s decision from Nasdaq, I am more enthused than ever about e.Digital and the value of our shares based on what I know will come. Quite a bit of meat to digest late on a Sunday evening! JimC