Onstream has signed a definitive merger agreement to acquire Narrowstep. The combination of Narrowstep's automated IPTV platform, Telvos, and Onstream's Digital Media Services Platform is expected to result in a single comprehensive platform with a unique ability to acquire, store, manage, process, protect, monetize and deliver, digital broadcast quality video to TV's, computers, iPods, mobile phones, etc.

In the transaction, the shareholders of Narrowstep will receive 11.1 million shares of Onstream Media common stock plus the opportunity to earn up to an additional 8.9 million Onstream Media shares subject to Narrowstep's business achieving substantial revenue growth targets during the 18 months following the acquisition. The acquisition is expected to close in approximately 90-120 days, subject to shareholder approval. Both companies have agreed to immediately execute a restructuring plan designed to significantly reduce or eliminate substantial costs related to Narrowstep's facility leases, SG&A expenses, public company and headquarters costs, and other professional fees and services. As a result, Onstream expects that Narrowstep will generate operating cash flow on a standalone basis soon after the closing.

Narrowstep's innovative and proprietary technology provides the functionality to recreate the television-like experience either on the desktop computer screen or through the home television, as well as the ability to integrate with the new set top boxes and other IPTV technologies, such as those developed by the CableLabs industry consortium. Narrowstep offers its customers the expertise and technology to move, manage and monetize video content across the Internet.

Narrowstep's automated technology includes:

1. Playlist functions (the ability to string videos together to create 24 hour continuous feeds)
2. Channel management
3. A full suite of monetization tools including automated ad serving, e-commerce, and payment processing options to manage video-on-demand, pay-per-view, download and subscription models
4. Customizable player technology, including cross-platform and cross-browser support and GUI-rich community functions utilizing Microsoft Silverlight technology
5. Digital Rights Management including geographic restrictions
6. Complete content syndication capabilities
7. Distribution tools including search-engine optimization, automated RSS feeds, and embedded video technology