<PAGE>

                                   EXHIBIT 4.1

                                  FORM OF NOTE

        THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
        1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
        SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
        STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE
        ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

US $1,500,000.00
                              AMEDIA NETWORKS, INC.

7% CONVERTIBLE SECURED PROMISSORY NOTE DUE APRIL 8, 2006

        THIS NOTE of AMEDIA NETWORKS, INC., a corporation organized and existing
under the laws of the State of Delaware (the "Company") is designated as its 7%
Convertible Secured Promissory Note.

        FOR VALUE RECEIVED, the Company promises to pay to DOUBLE U MASTER FUND,
L.P., the registered holder hereof (the "Holder"), the principal sum of One
Million Five Hundred Thousand and 00/100 Dollars (US $1,500,000.00) on the
Maturity Date (as defined below) and to pay interest, on a simple non-compound
basis, on the principal sum outstanding from time to time in arrears at the rate
of 7% per annum, accruing from April 11, 2005, the date of initial issuance of
this Note (the "Issue Date"), on the date (each, an "Interest Payment Date")
which is the earlier of (i) the Maturity Date, or (ii) a Conversion Date (as
defined below). Both before and after each Interest Payment Date, interest shall
be pro-rated on a daily basis until payment in full of the principal sum has
been made or duly provided for. Interest shall be payable in cash or, to the
extent that the Holder has submitted a Notice of Conversion (as defined below),
at the Company's option but subject to the other provisions hereof, including
but not limited to Section 4(D) below (the terms of which shall govern as if
this sentence were not included in this Note), in shares of the Company's Common
Stock, $.001 par value per share ("Common Stock").

        This Note is being issued pursuant to the terms of the Bridge Loan
Agreement, dated as of April 4, 2005 (the "Bridge Loan Agreement"), to which the
Company and the Holder (or the Holder's predecessor in interest) are parties.
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Bridge Loan Agreement.

        This Note is subject to the following additional provisions:

        1.      The Note will initially be issued in denominations determined by
the Company, but are exchangeable for an equal aggregate principal amount of
Note of different denominations, as requested by the Holder surrendering the
same. No service charge will be made for such registration or transfer or
exchange.

<PAGE>

        2.      The Company shall be entitled to withhold from all payments of
principal of, and interest on, this Note any amounts required to be withheld
under the applicable provisions of the United States income tax laws or other
applicable laws at the time of such payments, and Holder shall execute and
deliver all required documentation in connection therewith.

        3.      This Note has been issued subject to investment representations
of the original purchaser hereof and may be transferred or exchanged only in
compliance with the Securities Act of 1933, as amended (the "Act"), and other
applicable state and foreign securities laws and the terms of the Bridge Loan
Agreement. In the event of any proposed transfer of this Note, the Company may
require, prior to issuance of a new Note in the name of such other person, that
it receive reasonable transfer documentation that is sufficient to evidence that
such proposed transfer complies with the Act and other applicable state and
foreign securities laws and the terms of the Bridge Loan Agreement. Prior to due
presentment for transfer of this Note, the Company and any agent of the Company
may treat the person in whose name this Note is duly registered on the Company's
Note Register as the owner hereof for the purpose of receiving payment as herein
provided and for all other purposes, whether or not this Note be overdue, and
neither the Company nor any such agent shall be affected by notice to the
contrary.

        4.      A.      (i) At any time on or after the Commencement Date (as
defined below) and, subject to the provisions below, prior to the time the
Holder has received from the Company a Full Payment Notice (as defined below),
the Holder of this Note is entitled, at its option, subject to the following
provisions of this Section 4, to convert all or part of this Note at any time
into shares of Common Stock at the Conversion Price (as defined below).

                        (ii)    The term "Conversion Price" means US $1.25
(which amount is subject to adjustment as provided herein).

                        (iii)   The term "Maturity Date" means the earlier of
(i) April 11, 2006 (the "Stated Maturity Date"), or (ii) the date the Company
consummates a Capital Financing Transaction (as defined below).

                        (iv)    The term "Capital Financing Transaction" means
the first transaction consummated after the Issue Date in which the Company
receives, on a cumulative basis after taking into account the gross proceeds
from prior transactions after the Issue Date, gross proceeds of not less than
Four Million Dollars ($4,000,000) and which transaction includes (i) the
issuance of the Company's Common Stock and/or one or more securities which
provide for the issuance of Common Stock on conversion or exercise of such
security and/or (ii) the grant of a security interest in or pledge of (x) any or
all of the Company's assets by the Company and/or shares of the Company's Common
Stock or securities convertible into or exercisable for the Company's Common
Stock by any other party.

                        (v)     The term "Commencement Date" means the Maturity
Date.

                        (vi)    The term "Unconverted Note" means the principal
amount of this Note which has not been converted as of the relevant date.

                B.      Conversion shall be effectuated either by delivery to
the Company of a completed and duly executed Notice of Conversion to the address
or facsimile number provided in the Notice of Conversion (as such address or
facsimile number may be revised by notice given by the Company as contemplated
by the Section headed "NOTICES" in the Bridge Loan Agreement). The notice of
conversion ("Notice of Conversion") shall be executed by the Holder of this Note
and shall evidence such Holder's intention to convert this Note or a specified
portion hereof in the form annexed hereto as Exhibit A. If paid in Common Stock
as contemplated hereby, interest accrued or accruing from


                                        2

<PAGE>

the Issue Date to the relevant Interest Payment Date shall be paid in Common
Stock at the Conversion Price applicable as of such Interest Payment Date. No
fractional shares of Common Stock or scrip representing fractions of shares will
be issued on conversion, but the number of shares issuable shall be rounded to
the nearest whole share. The date on which Notice of Conversion is given (the
"Conversion Date") shall be deemed to be the date on which the Holder faxes or
otherwise delivers the Notice of Conversion to the Company so that it is
received by the Company on or before such specified date, provided that, if such
conversion would convert the entire remaining principal of this Note, the Holder
shall deliver to the Company the original Note being converted no later than
five (5) Trading Days thereafter. Delivery of the Notice of Conversion shall be
accepted by the Company by hand, mail or courier delivery at the address
specified in said Exhibit A or at the facsimile number specified in said Exhibit
A (each of such address or facsimile number may be changed by notice given to
the Holder in the manner provided in the Bridge Loan Agreement). Certificates
representing Common Stock upon conversion ("Conversion Certificates") will be
delivered to the Holder at the address specified in the Notice of Conversion
(which may be the Holder's address for notices as contemplated by the Bridge
Loan Agreement or a different address), via express courier, by electronic
transfer or otherwise, within three (3) Trading Days (such third Trading Day, a
"Delivery Date") after the date on which the Notice of Conversion is delivered
to the Company as contemplated in this paragraph B, and, if interest is paid by
Common Stock in accordance with the provisions of this Note, the Interest
Payment Date. The Holder shall be deemed to be the holder of the shares issuable
to it in accordance with the provisions of this Section 4(B) on the Conversion
Date.

                C.      Notwithstanding any other provision hereof or of any of
the other Transaction Agreements, in no event (except (i) as specifically
provided herein as an exception to this provision, or (ii) while there is
outstanding a tender offer for any or all of the shares of the Company's Common
Stock) shall the Holder be entitled to convert any portion of this Note, or
shall the Company have the obligation to convert such Note (and the Company
shall not have the right to pay interest hereon in shares of Common Stock) to
the extent that, after such conversion or issuance of stock in payment of
interest, the sum of (1) the number of shares of Common Stock beneficially owned
by the Holder and its affiliates (other than shares of Common Stock which may be
deemed beneficially owned through the ownership of the unconverted portion of
the Note or other convertible securities or of the unexercised portion of
warrants or other rights to purchase Common Stock), and (2) the number of shares
of Common Stock issuable upon the conversion of the Note with respect to which
the determination of this proviso is being made, would result in beneficial
ownership by the Holder and its affiliates of more than 4.99% of the outstanding
shares of Common Stock (after taking into account the shares to be issued to the
Holder upon such conversion). For purposes of the proviso to the immediately
preceding sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, except as
otherwise provided in clause (1) of such sentence. The Holder, by its acceptance
of this Note, further agrees that if the Holder transfers or assigns any of the
Note to a party who or which would not be considered such an affiliate, such
assignment shall be made subject to the transferee's or assignee's specific
agreement to be bound by the provisions of this Section 4(C) as if such
transferee or assignee were the original Holder hereof. Nothing herein shall
preclude the Holder from disposing of a sufficient number of other shares of
Common Stock beneficially owned by the Holder so as to thereafter permit the
continued conversion of this Note.

                D.      (i)     Subject to the terms of Section 4(C) and to the
other terms of this Section 4(D), interest on the principal amount of this Note
converted pursuant to a Notice of Conversion shall be due and payable, at the
option of the Company, in cash or Common Stock on the Interest Payment Date.

                        (ii)    If the interest is to be paid in cash, the
Company shall make such payment within three (3) Trading Days of the Interest
Payment Date. If the interest is not paid by such third Trading Day, the
interest must be paid in Common Stock within three (3) Trading Days of the
Interest


                                        3

<PAGE>

Payment Date (such third Trading Day, a "Delivery Date") in accordance with the
provisions of Section 4(D)(i) hereof, unless the Holder consents otherwise in
each specific instance.

                        (iii)   The number of shares of Common Stock to be
issued in payment of such interest shall be determined by dividing the dollar
amount of the interest to be so paid by the Conversion Price. Such Common Stock
shall be delivered to the Holder to the Holder's address for notice provided in
the Bridge Loan Agreement, or per the latest instructions provided by the
Holder, whether such instructions are given pursuant to Section 4(B) hereof or
otherwise.

                E.      On or after the Maturity Date, the Company may, at its
option, pay all of the outstanding principal and accrued interest on the
Unconverted Note; provided, however, that, unless otherwise agreed by the
Holder, such payment shall be made only after the Company has given the Holder
no less than three (3) and no more than five (5) Trading Days' advance written
notice of the Company's intention to pay the principal of and all accrued
interest on the Unconverted Note (a "Full Payment Notice"); provided, further,
however, that such Full Payment Notice shall provide a specified date (the
"Payment Date") on which such full payment shall be made to the Lender; and,
provided, further, that, unless otherwise consented to in advance by the Lender,
the Payment Date shall not be prior to the Maturity Date. If the Company does
not make timely payment of the outstanding principal and accrued interest on the
Payment Date, the Lender will have right to convert the Note in whole or in part
on the terms provided in the other provisions of this Note and demand payment in
whole or in part of the balance, if any, of the Note.

                F.      On or after the Maturity Date, the Lender may demand
payment of the Unconverted Note, together with accrued interest.

        5.      A.      Subject to the terms of the Bridge Loan Agreement and to
the specific provisions of Sections 4(D) hereof, if and to the extent
applicable, no provision of this Note shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of, and
interest on, this Note at the time, place, and rate, and in the coin or
currency, herein prescribed. This Note and all other Notes now or hereafter
issued of similar terms are direct obligations of the Company.

                B.      Payment of this Note is secured pursuant to the terms of
the Security Interest Agreement, dated the Issue Date (the "Security Interest
Agreement"), executed by the Company, as debtor, in favor of the Lender, as
secured party. The terms of the Security Interest Agreement are incorporated
herein by reference.

        6.      No recourse shall be had for the payment of the principal of, or
the interest on, this Note, or for any claim based hereon, or otherwise in
respect hereof, against any incorporator, shareholder, officer or director, as
such, past, present or future, of the Company or any successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

        7.      All payments contemplated hereby to be made "in cash" shall be
made in immediately available good funds of United States of America currency by
wire transfer to an account designated in writing by the Holder to the Company
(which account may be changed by notice similarly given). All payments of cash
and each delivery of shares of Common Stock issuable to the Holder as
contemplated hereby shall be made to the Holder at the address last appearing on
the Note Register of the Company as designated in writing by the Holder from
time to time; except that the Holder can designate, by notice to the Company, a
different delivery address for any one or more specific payments or deliveries.


                                        4
<PAGE>

        8.      If, for as long as this Note remains outstanding, the Company
enters into a merger (other than where the Company is the surviving entity) or
consolidation with another corporation or other entity (collectively, a "Sale"),
the Company will require, in the agreements reflecting such transaction, that
the surviving entity expressly assume the obligations of the Company hereunder.
Notwithstanding the foregoing, if the Company enters into a Sale and the holders
of the Common Stock are entitled to receive stock, securities or property in
respect of or in exchange for Common Stock, then as a condition of such Sale,
the Company and any such successor, purchaser or transferee will agree that the
Note may thereafter be converted on the terms and subject to the conditions set
forth above into the kind and amount of stock, securities or property receivable
upon such merger, consolidation, sale or transfer by a holder of the number of
shares of Common Stock into which this Note might have been converted
immediately before such merger, consolidation, sale or transfer, subject to
adjustments which shall be as nearly equivalent as may be practicable. In the
event of any such proposed Sale, (i) the Holder hereof shall have the right to
convert by delivering a Notice of Conversion to the Company within fifteen (15)
days of receipt of notice of such Sale from the Company, except that Section
4(C) shall not apply to such conversion.

        9.      If, at any time while any portion of this Note remains
outstanding, the Company spins off or otherwise divests itself of a part of its
business or operations or disposes of all or of a part of its assets in a
transaction (the "Spin Off") in which the Company, in addition to or in lieu of
any other compensation received and retained by the Company for such business,
operations or assets, causes securities of another entity (the "Spin Off
Securities") to be issued to security holders of the Company, the Company shall
cause (i) to be reserved Spin Off Securities equal to the number thereof which
would have been issued to the Holder had all of the Holder's Note outstanding on
the record date (the "Record Date") for determining the amount and number of
Spin Off Securities to be issued to security holders of the Company (the
"Outstanding Note") been converted as of the close of business on the Trading
Day immediately before the Record Date (the "Reserved Spin Off Shares"), and
(ii) to be issued to the Holder on the conversion of all or any of the
Outstanding Note, such amount of the Reserved Spin Off Shares equal to (x) the
Reserved Spin Off Shares multiplied by (y) a fraction, of which (I) the
numerator is the principal amount of the Outstanding Note then being converted,
and (II) the denominator is the principal amount of the Outstanding Note.

        10.     If, at any time while any portion of this Note remains
outstanding, the Company effectuates a stock split or reverse stock split of its
Common Stock or issues a dividend on its Common Stock consisting of shares of
Common Stock, the Conversion Price and any other amounts calculated as
contemplated hereby or by any of the other Transaction Agreements shall be
equitably adjusted to reflect such action. By way of illustration, and not in
limitation, of the foregoing, (i) if the Company effectuates a 2:1 split of its
Common Stock, thereafter, with respect to any conversion for which the Company
issues shares after the record date of such split, the Conversion Price shall be
deemed to be one-half of what it had been immediately prior to such split; (ii)
if the Company effectuates a 1:10 reverse split of its Common Stock, thereafter,
with respect to any conversion for which the Company issues shares after the
record date of such reverse split, the Conversion Price shall be deemed to be
ten times what it had been calculated to be immediately prior to such split; and
(iii) if the Company declares a stock dividend of one share of Common Stock for
every 10 shares outstanding, thereafter, with respect to any conversion for
which the Company issues shares after the record date of such dividend, the
Conversion Price shall be deemed to be such amount multiplied by a fraction, of
which the numerator is the number of shares (10 in the example) for which a
dividend share will be issued and the denominator is such number of shares plus
the dividend share(s) issuable or issued thereon (11 in the example).

        11.     The Holder of the Note, by acceptance hereof, agrees that this
Note is being acquired for investment and that such Holder will not offer, sell
or otherwise dispose of this Note or the shares of Common Stock issuable upon
conversion thereof except under circumstances which will not result in a


                                        5
<PAGE>

violation of the Act or any applicable state Blue Sky or foreign laws or similar
laws relating to the sale of securities.

        12.     Any notice required or permitted hereunder shall be given in
manner provided in the Section headed "NOTICES" in the Bridge Loan Agreement,
the terms of which are incorporated herein by reference.

        13.     A.      This Note shall be governed by and interpreted in
accordance with the laws of the State of New York for contracts to be wholly
performed in such state and without giving effect to the principles thereof
regarding the conflict of laws. Each of the parties consents to the exclusive
jurisdiction of the federal courts whose districts encompass any part of the
County of New York or the state courts of the State of New York sitting in the
County of New York in connection with any dispute arising under this Note and
hereby waives, to the maximum extent permitted by law, any objection, including
any objection based on FORUM NON CONVENIENS, to the bringing of any such
proceeding in such jurisdictions. To the extent determined by such court, the
Company shall reimburse the Holder for any reasonable legal fees and
disbursements incurred by the Holder in enforcement of or protection of any of
its rights under this Note.

                B.      JURY TRIAL WAIVER. The Company and the Holder hereby
waive a trial by jury in any action, proceeding or counterclaim brought by
either of the Parties hereto against the other in respect of any matter arising
out of or in connection with this Note.

        14.     The Holder shall be entitled to exercise its conversion
privilege with respect to this Note notwithstanding the commencement of any case
under 11 U.S.C. ss.101 ET SEQ. (the "Bankruptcy Code"). In the event the Company
is a debtor under the Bankruptcy Code, the Company hereby waives, to the fullest
extent permitted, any rights to relief it may have under 11 U.S.C. ss.362 in
respect of such Holder's right to convert the Note. The Company agrees, without
cost or expense to such Holder, to take or to consent to any and all action
necessary to effectuate relief under 11 U.S.C. ss.362.

        15.     (i)     The following shall constitute an "Event of Default":

                a.      The Company shall default in the payment of principal or
                        interest on this Note or any other amount due hereunder,
                        and, in any such instance, the same shall continue for a
                        period of five (5) Trading Days after the Company's
                        receipt of written notice thereof from the Holder; or

                b.      Any of the representations or warranties made by the
                        Company herein, in the Bridge Loan Agreement or any of
                        the other Transaction Agreements shall be false or
                        misleading in any material respect at the time made; or

                c.      Subject to the terms of the Bridge Loan Agreement, the
                        Company fails to authorize or to cause its Transfer
                        Agent to issue shares of Common Stock upon exercise by
                        the Holder of the conversion rights of the Holder in
                        accordance with the terms of this Note (provided,
                        however, that for purposes of this provision, such
                        failure to cause the Transfer Agent to issue such shares
                        shall not be deemed to occur until two (2) Trading Days
                        after the Delivery Date), fails to transfer or to cause
                        its Transfer Agent to transfer any certificate for
                        shares of Common Stock issued to the Holder upon
                        conversion of this Note and when required by this Note
                        or any other Transaction Agreement, and such transfer is
                        otherwise lawful, or fails to remove any restrictive
                        legend on any certificate or fails to cause its Transfer
                        Agent to remove such restricted legend, in each case
                        where such


                                        6
<PAGE>

                        removal is lawful, as and when required by this Note, or
                        any other Transaction Agreement, and any such failure
                        shall continue uncured for ten (10) Trading Days after
                        the Company's receipt of written notice thereof from the
                        Holder; or

                d.      The Company shall fail to perform or observe, in any
                        material respect, any other covenant, term, provision,
                        condition, agreement or obligation of any Note in this
                        series and such failure shall continue uncured for a
                        period of thirty (30) days after the Company's receipt
                        of written notice thereof from the Holder; or

                e.      The Company shall fail to perform or observe, in any
                        material respect, any covenant, term, provision,
                        condition, agreement or obligation of the Company under
                        any of the Transaction Agreements and such failure shall
                        continue uncured for a period of thirty (30) days after
                        the Company's receipt of written notice thereof from the
                        Holder; or

                f.      The Company shall (1) admit in writing its inability to
                        pay its debts generally as they mature; (2) make an
                        assignment for the benefit of creditors or commence
                        proceedings for its dissolution; or (3) apply for or
                        consent to the appointment of a trustee, liquidator or
                        receiver for its or for a substantial part of its
                        property or business; or g. A trustee, liquidator or
                        receiver shall be appointed for the Company or for a
                        substantial part of its property or business without its
                        consent and shall not be discharged within sixty (60)
                        days after such appointment; or

                h.      Any governmental agency or any court of competent
                        jurisdiction at the instance of any governmental agency
                        shall assume custody or control of the whole or any
                        substantial portion of the properties or assets of the
                        Company and shall not be dismissed within sixty (60)
                        days thereafter; or

                i.      Any money judgment, writ or warrant of attachment, or
                        similar process in excess of Seven Hundred Fifty
                        Thousand ($750,000) Dollars in the aggregate shall be
                        entered or filed against the Company or any of its
                        properties or other assets and shall remain unpaid,
                        unvacated, unbonded or unstayed for a period of sixty
                        (60) days or in any event later than five (5) days prior
                        to the date of any proposed sale thereunder; or

                j.      Bankruptcy, reorganization, insolvency or liquidation
                        proceedings or other proceedings for relief under any
                        bankruptcy law or any law for the relief of debtors
                        shall be instituted by or against the Company and, if
                        instituted against the Company, shall not be dismissed
                        within sixty (60) days after such institution or the
                        Company shall by any action or answer approve of,
                        consent to, or acquiesce in any such proceedings or
                        admit the material allegations of, or default in
                        answering a petition filed in any such proceeding; or

                k.      The Company shall have its Common Stock suspended from
                        trading on, or delisted from, the Principal Trading
                        Market for in excess of twenty (20) Trading Days.

                (ii)    If an Event of Default shall have occurred and is
continuing, then, or at any time thereafter, and in each and every such case,
unless such Event of Default shall have been cured or waived in writing by the
Holder (which waiver shall not be deemed to be a waiver of any subsequent
default), at


                                        7
<PAGE>

the option of the Holder and in the Holder's sole discretion, the Holder may
consider this Note immediately due and payable (and the Maturity Date shall be
accelerated accordingly), without presentment, demand, protest or notice of any
kinds, all of which are hereby expressly waived, anything herein or in any note
or other instruments contained to the contrary notwithstanding, and the Holder
may immediately enforce any and all of the Holder's rights and remedies provided
herein or any other rights or remedies afforded by law, including, but not
necessarily limited to, the equitable remedy of specific performance and
injunctive relief. In furtherance of the foregoing and not in limitation
thereof, the Holder will be entitled to receive payment in cash in full of the
outstanding principal and accrued interest on the Note on the Maturity Date.

        16.     Nothing contained in this Note shall be construed as conferring
upon the Holder the right to vote or to receive dividends or to consent or
receive notice as a shareholder in respect of any meeting of shareholders or any
rights whatsoever as a shareholder of the Company, unless and to the extent
converted in accordance with the terms hereof.

                   [Balance of page intentionally left blank]


                                        8
<PAGE>

        17.     In the event for any reason, any payment by or act of the
Company or the Holder shall result in payment of interest which would exceed the
limit authorized by or be in violation of the law of the jurisdiction applicable
to this Note, then IPSO FACTO the obligation of the Company to pay interest or
perform such act or requirement shall be reduced to the limit authorized under
such law, so that in no event shall the Company be obligated to pay any such
interest, perform any such act or be bound by any requirement which would result
in the payment of interest in excess of the limit so authorized. In the event
any payment by or act of the Company shall result in the extraction of a rate of
interest in excess of a sum which is lawfully collectible as interest, then such
amount (to the extent of such excess not returned to the Company) shall, without
further agreement or notice between or by the Company or the Holder, be deemed
applied to the payment of principal, if any, hereunder immediately upon receipt
of such excess funds by the Holder, with the same force and effect as though the
Company had specifically designated such sums to be so applied to principal and
the Holder had agreed to accept such sums as an interest-free prepayment of this
Note. If any part of such excess remains after the principal has been paid in
full, whether by the provisions of the preceding sentences of this Section or
otherwise, such excess shall be deemed to be an interest-free loan from the
Company to the Holder, which loan shall be payable immediately upon demand by
the Company. The provisions of this Section shall control every other provision
of this Note.

        IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.

Dated: April 8, 2005

                                        AMEDIA NETWORKS, INC.

                                        By: /s/ Frank Galuppo

                                        Frank Galuppo
                                        (Print Name)

                                        President
                                        (Title)


                                        9

<PAGE>

                                    EXHIBIT A

                              NOTICE OF CONVERSION
                                       OF
                   7% CONVERTIBLE SECURED PROMISSORY NOTE DUE
                     APRIL ____, 2006 (To be Executed by the
                 Registered Holder in Order to Convert the Note)

TO:     AMEDIA NETWORKS, INC..                  VIA TELECOPIER TO:
        101 Crawfords Corner Road               (732) 949-0105 Holmdel, NJ 07733
        Attn: President


FROM: _________________________________________________________ ("Holder")

DATE: _______________________________________________ (the "Conversion Date")

RE:     Conversion of $_________________ principal amount (the "Converted Note")
        of the 7% Convertible Secured Promissory Note Due April ____, 2006 (the
        "Note") of AMEDIA NETWORKS, INC. (the "Company") into
        ________________________ shares (the "Conversion Shares") of Common
        Stock (defined below)

        The captioned Holder hereby gives notice to the Company, pursuant to the
Note of the Company that the Holder elects to convert the Converted Note into
fully paid and non-assessable shares of Common Stock, $.001 par value per share
(the "Common Stock"), of the Company as of the Conversion Date specified above.
Said conversion shall be based on the following Conversion Price (CHECK ONE):

        _       $________________, representing the original Conversion Price
                (as defined in the Note)

                $________________, representing the original Conversion Price
                (as defined in the Note), adjusted in accordance with the
                provisions of the Note.

<PAGE>

                Based on this Conversion Price, the number of Conversion Shares
                indicated above should be issued in the following name(s):

                Name and Record Address                 Conversion Shares

                -------------------------------         ---------------

                -------------------------------         ---------------

                -------------------------------         ---------------

        It is the intention of the Holder to comply with the provisions of
Section 4(C) of the Note regarding certain limits on the Holder's right to
convert thereunder. Based on the analysis on the attached Worksheet Schedule,
the Holder believe this conversion complies with the provisions of said Section
4(C). Nonetheless, to the extent that, pursuant to the conversion effected
hereby, the Holder would have more shares than permitted under said Section,
this notice should be amended and revised, ab initio, to refer to the conversion
which would result in the issuance of shares consistent with such provision. Any
conversion above such amount is hereby deemed void and revoked.

        As contemplated by the Note, this Notice of Conversion is being sent by
facsimile to the telecopier number and officer indicated above.

        If this Notice of Conversion represents the full conversion of the
outstanding balance of the Converted Note, the Holder either (1) has previously
surrendered the Converted Note, duly endorsed, to the Company or (2) will
surrender (or cause to be surrendered) the Converted Note, duly endorsed, to the
Company at the address indicated above by express courier within five (5)
Trading Days after delivery or facsimile transmission of this Notice of
Conversion.

        The certificates representing the Conversion Shares should be
transmitted by the Company to the Holder (CHECK ONE)

                _       via express courier or

                _       by electronic transfer (DTC)

within the time contemplated by the Note and Bridge Loan Agreement after receipt
of this Notice of Conversion (by facsimile transmission or otherwise) to:

                ---------------------------------------

                ---------------------------------------

                ---------------------------------------

<PAGE>

        The Holder has determined that accrued but unpaid interest on the
Converted Note through the Conversion Date is $____________________ (subject to
further accrual if payment not timely made). As contemplated by the Note, the
Company should also pay all such accrued but unpaid interest on the Converted
Note to the Holder.

                --      If the Company elects to pay such interest in Common
        Stock, as contemplated by and subject to the provisions of the Note,
        such shares should be issued in the name of the Holder and delivered in
        the same manner as, and together with, the Conversion Shares.

                --      If the Company elects or is required to pay the interest
        in cash, such payment should be made by wire transfer as follows:

                ---------------------------------------

                ---------------------------------------

                ---------------------------------------









                                        -------------------------------------
                                        (Print name of Holder)

                                        By: _________________________________
                                            (Signature of Authorized Person)

                                        -------------------------------------
                                        (Printed Name and Title)

<PAGE>

                              NOTICE OF CONVERSION
                               WORKSHEET SCHEDULE


1. Current Common Stock holdings of Holder and Affiliates       _____________
2. Shares to be issued on current conversion(2)                 _____________
3. Other shares to be issued on other current conversion(s)
        and other current exercise(s)(3)                        _____________
4. Other shares eligible to be acquired within next 60 days
        without restriction                                     _____________
5. Total [sum of Lines 1 through 4]                             _____________
6. Outstanding shares of Common Stock(4)                        _____________
7. Adjustments to Outstanding
        a. Shares known to Holder as previously issued
           to Holder or others but not included in Line 6       _____________
        b. Shares to be issued per Line(s) 2 and 3              _____________
        c. Total Adjustments [Lines 7a and 7b]                  _____________
8. Total Adjusted Outstanding [Lines 6 plus 7c]                 _____________

9. Holder's Percentage [Line 5 divided by Line 8]
        _____________%
[Note: Line 9 not to be above 4.99%]















---------------------------
2       Includes conversion of stated value and assumes interest will be paid in
Common Stock at the Conversion Price.
3       Includes shares issuable on conversion of convertible securities
(including assumed payment of interest or dividends) or exercise of other
rights, including other warrants or options
4       Based on latest SEC filing by Company or information provided by
executive officer of Company, counsel to Company or transfer agent.