April 25, 2005 Holmdel, NJ -- Amedia Networks, a provider of Ethernet ultra-broadband platforms for triple play access networks, has entered into agreements with individual and institutional investors to privately place shares of its newly designated Series B 8% Convertible Preferred Stock for gross proceeds of $6 million. The company says the funds will be used for marketing and customer support infrastructure, advanced feature development, and other business operations. The transaction is expected to close and fund later this week.

"Since we opened our door one year ago, we have methodically moved this business forward at a remarkably rapid pace, all the while maintaining a minimal cash burn / just-in-time approach to funding," remarks Frank Galuppo, president and CEO of Amedia.

"Amedia has adopted a unique business approach for this industry that positions it for long term growth and sustainability, and our investors appreciate that," adds Juan Mendez, Amedia's board chairman.

According to a press release, the Series B shares are convertible into shares of the company's common stock at an initial conversion rate of $1.01 per share, subject to adjustment in the event of certain capital adjustments or similar transactions, or certain specified financing transactions. Dividends on the Series B accrue at the rate of 8% per annum, which are payable bi-annually or on conversion, and may be paid, at the company's option, either in cash or shares of common stock. Unless converted earlier, the Series B shares will automatically convert on the fifth anniversary of issuance into shares of the company's common stock at the then effective conversion price. As part of this transaction, the investors also received five-year warrants to purchase up to approximately 2.97 million shares of the company's common stock at a per share exercise price of $1.50, which are also subject to adjustment in the event of certain capital adjustments, or similar transactions, or certain specified financing transactions.

According to the release, in light of the limited availability of the company's common stock, $3 million will be deposited into an escrow account at the closing, pending the approval by the company's stockholders of an increase in the number of shares of common stock that the company is authorized to issue. At the company's 2005 annual meeting, currently scheduled for June 9, 2005, the company's stockholders will consider a proposal to increase the number of authorized shares of common stock. If the stockholders do not authorize the increase in common stock, the amount deposited in escrow will be returned to the investors against cancellation of 50% of the Series B Preferred Stock and 50% of the warrants.

At closing, the company will repay the principal and accrued interest on the short-term secured bridge loan advanced to them on April 9, 2005 in the principal amount of $1.5 million.

The company has undertaken to file within 60 days a registration statement covering the common stock underlying the Series B shares and the related warrants.