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EXHIBIT 4.3 HIGHAM, MCCONNELL & DUNNING LLP 28202 Cabot Road, Suite 450 Laguna Niguel, California 92677 Tel: 949/365-5515 Fax: 949/365-5522 March 23, 1999 Alfred H. Falk President e.Digital Corporation 13114 Evening Creek Road South San Diego,...