
<PAGE>


                            SCHEDULE 14A INFORMATION
                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934

                                (Amendment No. 1)

                           Filed by the Registrant |X|
                 Filed by a party other than the Registrant |_|
                           Check the appropriate box:
                         |X| Preliminary Proxy Statement
        |_| Confidential, for Use of the Commission Only (as permitted by
                                Rule 14a-6(e)(2))
                         |_| Definitive Proxy Statement
                       |_| Definitive Additional Materials
           |_| Soliciting Material Pursuant to |_|Section 240.14a-11(c)
                            or |_|Section 240.14A-12

                         STREAMEDIA COMMUNICATIONS, INC.
                (Name of Registrant as Specified In Its Charter)

               (Name of Person(s) Filing Proxy Statement, if other
                             than the Registrant)
                PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
                               |X| No fee required

   |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

1)   Title of each class of securities to which transaction applies:

2)   Aggregate number of securities to which transaction applies:

3)   Per unit price or other underlying value of transaction computed pursuant
     to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
     calculated and state how it was determined):

4)   Proposed maximum aggregate value of transaction: ______________

5)   Total fee paid: ___________________

              |_| Fee paid previously with preliminary materials.

   |_| Check box if any part of the fee is offset as provided by Exchange Act

Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1)   Amount Previously Paid: ________________________________

2)   Form, Schedule or Registration Statement No.: ______________

3)   Filing Party: __________________________________________

4)   Date Filed: ___________________________________________

<PAGE>

                         STREAMEDIA COMMUNICATIONS, INC.
                        244 West 54th Street, 12th Floor,
                            New York, New York 10019
                                 (212) 445-1700


TO THE STOCKHOLDERS OF STREAMEDIA COMMUNICATIONS, INC.:



We invite you to attend a Special Meeting of the Stockholders of STREAMEDIA
COMMUNICATIONS, INC. ("Company") which will be held on June 7, 2001, at 2:00
p.m. (local time) at the Company's office located at 244 West 54th Street, 12th
Floor, New York, New York 10019.



The accompanying Notice of the Special Meeting of the Stockholders and Proxy
Statement contain the matters for you to consider and act upon, and we ask that
you read these materials carefully.



The Proxy Statement contains information concerning an amendment to our
Certificate of Incorporation to adopt a share consolidation. If approved, the
Board would set the ratio of the share consolidation. We have amended the
proxy statement to add two additional proposals. The first new proposal would
seek shareholder approval to increase the number of authorized shares of the
Company to 50 million shares. The second new proposal would seek shareholder
approval to approve and adopt the agreement to merge with and into HOA
Networks, Inc. (we would refer you to the "Q&A" about the merger, and the
discussion of the merger, both of which appear later in the proxy statement).
Our Board of Directors strongly recommends your approval of all three
proposals.



It is important that your shares be represented. Accordingly, we urge you to
mark, sign, date and return the enclosed proxy promptly. You may, of course,
withdraw your proxy if you attend the meeting and choose to vote in person.



Sincerely,
Henry Siegel,
Chief Executive Officer and President
April 30, 2001



<PAGE>


                         STREAMEDIA COMMUNICATIONS, INC.
                        244 West 54th Street, 12th Floor,
                            New York, New York 10019
                                 (212) 445-1700



                  NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS
                           TO BE HELD ON JUNE 7, 2001




NOTICE IS HEREBY GIVEN that a Special Meeting of the Stockholders of
STREAMEDIA COMMUNICATIONS, INC., a Delaware corporation ("Company"), will be
held on June 7, 2001, at 2:00 p.m. (local time), at 244 West 54th Street,
12th Floor, New York, New York 10019, for the following purposes, which is
more completely discussed in the accompanying Proxy Statement. The Company
will ask the Stockholders to:





1) To approve and adopt an amendment to the Company's Certificate of
Incorporation to adopt a share consolidation as the Board deems necessary, no
later than September 30, 2001, to maintain listing on the Nasdaq SmallCap
Market;



2) To approve and adopt an amendment to the Company's Restated Certificate of
Incorporation, as amended, to increase the authorized number of shares of
Common Stock;

3) To consider and vote upon a proposal to adopt the Agreement and Plan of
Merger, as amended (the "Merger Agreement"); and

4) To transact such other business as may properly come before the meeting
including any continuance or adjournments thereof.

Only stockholders of record at the close of business on March 23, 2001, are
entitled to notice of and to vote at the Special Meeting of the Stockholders.


                       BY ORDER OF THE BOARD OF DIRECTORS
                                   James Rupp
                                    Secretary




April 30, 2001



YOU ARE CORDIALLY INVITED TO ATTEND THE COMPANY'S SPECIAL MEETING OF
STOCKHOLDERS. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE
NUMBER YOU OWN. EVEN IF YOU PLAN TO BE PRESENT AT THE SPECIAL MEETING, YOU ARE
URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE
ENVELOPE PROVIDED. IF YOU ATTEND THIS MEETING, YOU MAY VOTE EITHER IN PERSON OR
BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING OR IN PERSON AT ANY
TIME PRIOR TO THE EXERCISE THEREOF.


<PAGE>


                                 PROXY STATEMENT
                                       of
                         STREAMEDIA COMMUNICATIONS, INC.
                        244 West 54th Street, 12th Floor,
                            New York, New York 10019
                                 (212) 445-1700

                     INFORMATION CONCERNING THE SOLICITATION



We are furnishing this Proxy Statement to the stockholders of STREAMEDIA
COMMUNICATIONS, INC. ("Company") in connection with the solicitation of proxies
on behalf of our Board of Directors to use at our Special Meeting of the
stockholders (the "Meeting"). This Meeting will be held on June 7, 2001, at 2:00
p.m. (local time), at 244 West 54th Street, 12th Floor, New York, New York
10019, and at any and all adjournments. Only stockholders of record on March 23,
2001, will be entitled to notice of and to vote at the Meeting.



The proxy solicited, if properly signed and returned to the Company and not
revoked prior to its use, will be voted at the Meeting following the
instructions contained in the proxy. If no contrary instructions are given, each
proxy received will be voted "FOR" the approval of the proposal, at the proxy
holders' discretion, on such other matters, if any, which may come before the
Meeting (including any proposal to continue or adjourn the Meeting). If you give
a proxy you can revoke it at any time before it is exercised by (i) filing
written notice of your revocation with the Secretary of STREAMEDIA
COMMUNICATIONS, INC., 244 West 54th Street, 12th Floor, New York, New York
10019, (ii) submitting a duly executed proxy bearing a later date, or (iii)
appearing in person at the Meeting and giving the Secretary notice of your
intention to vote in person.

We will bear the entire cost of preparing, assembling, printing and mailing
proxy materials furnished by the Board of Directors to stockholders. We will
furnish copies of materials to brokerage houses, fiduciaries and custodians to
be forwarded to beneficial owners of the Common Stock. In addition to the
solicitation of proxies by use of the mail, some of the officers, directors,
employees and agents of the Company may, without additional compensation,
solicit proxies by telephone or personal interview, the cost of which the
Company will also bear. The Company may also engage a solicitation company to
assist in obtaining proxies. The Company will bear the cost of such
solicitation, which we anticipate will be approximately $5,000.



This Proxy Statement and form of proxy will be first mailed to stockholders on
or about May 16, 2001.



                                       1

<PAGE>


                          RECORD DATE AND VOTING RIGHTS

The Company is currently authorized to issue up to 20,100,000 shares of Common
Stock, par value $0.001. As of March 23, 2001, 7,221,691 shares of Common Stock
were issued and outstanding. Each share of Common Stock shall be entitled to one
vote on all matters submitted for stockholder approval.

The affirmative vote of a majority of the shares of outstanding Common Stock is
necessary to approve the proposal.


1.   PROPOSAL OF THE BOARD OF DIRECTORS: APPROVAL OF AN AMENDMENT TO THE
     COMPANY'S CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE SPLIT OF THE
     COMPANY'S COMMON STOCK


The Board of Directors has proposed submission to the stockholders of the
following amendment of the Certificate of Incorporation of our company:

Article IV of the Certificate of Incorporation shall be amended by inserting an
additional paragraph as the second paragraph of said Article, as follows:



     The shares of Common Stock outstanding on the Effective Date hereof shall
     be consolidated, combined and reconstituted to effect a one-for-[to be
     inserted by resolution of the Board before September 30, 2001] reverse
     stock split of such Common stock, such that each Common share outstanding
     on the Effective Date shall become a [to be inserted by resolution of the
     Board before September 30, 2001] a reconstituted share of Common Stock.
     The "Effective Date" hereof shall be the day upon which a Certificate of
     Amendment of the Certificate of Incorporation of the Corporation setting
     forth this paragraph shall be filed with the Secretary of State of
     Delaware.



The approval of the proposed Amendment requires the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock.

EFFECT OF AMENDMENT ON OUTSTANDING SHARES



If adopted, the proposed Amendment (the "Reverse Split") will change each
outstanding share of Common Stock into a reconstituted Common Share that will
represent a fraction of one share of Common Stock (a "New Share"). The ratio of
the reverse split will be determined by the Board. The Board intends to approve
a reverse split ratio sufficient to maintain continued listing of the Company's
common stock on the Nasdaq SmallCap. As an example, if the Amendment is adopted
and the Board elects to effect a one-for-five reverse split, as previously
contemplated,



                                       2

<PAGE>



there will be approximately 1,444,538 New Shares outstanding and our company
will have no other outstanding shares. This Amendment and Board action would
not change the number of authorized shares of Common Stock. In addition to
the shares currently issued and outstanding, the Company has contractual
agreements to issue additional shares to persons that have rendered services
to the Company or to serve as collateral for persons that have loaned funds
to the Company. The number of shares to be issued under these commitments was
approximately 1,556,000 shares prior to the Reverse Split, and will be
subject to the Reverse Split.





Additionally, the total number of shares of Common Stock issuable upon
exercise of outstanding options and warrants to acquire such shares, and the
exercise price of such options, will be adjusted proportionally to reflect
the Reverse Split.



FRACTIONAL SHARES



No fractional shares of Common Stock will be issued as a result of the Reverse
Split and fractional share interests will not entitle the holder thereof to
exercise any right of a stockholder. In lieu of fractional shares resulting from
the Reverse Split, stockholders will be paid, in cash, the dollar amount
(rounded to the nearest whole cent), without interest, determined by multiplying
such fractional shares (after aggregating all fractional shares of Common Stock
owned by such stockholder) by the average of the reported closing prices for the
shares on The Nasdaq SmallCap Market for the ten trading days immediately
preceding the Effective Date.



SOURCE OF FUNDS; NUMBER OF HOLDERS

The funds required to purchase the fractional shares are available and will be
paid from the current cash reserves of the Company. The Company cannot predict
with certainty the number of fractional shares or the total amount that the
Company will be required to pay for fractional share interests. However, it is
not anticipated that the funds necessary to effect the cancellation of
fractional shares will be material. As of March 23, 2001, there were
approximately 70 holders of record of Existing Common. The Company does not
anticipate that, as a result of the Reverse Split, the number of holders of
record or beneficial owners of Existing Common or New Common will change
significantly. The following example should be helpful in assisting stockholders
in evaluating the Proposal.


<TABLE>
<CAPTION>
           BEFORE ONE-FOR-FIVE SHARE                                AFTER ONE-FOR-FIVE SHARE
                CONSOLIDATION                                              CONSOLIDATION
  Number of Shares           Per Share Price(1)          Number of Shares         Per Share Price
     Owned                                                    Owned
<S>                          <C>                         <C>                       <C>
       100,000                      $0.50                     20,000                      $2.50
</TABLE>


PROCEDURES FOR EXCHANGE OF CERTIFICATES

As soon as practicable after the Effective Date, our company's Transfer Agent
(the "Exchange Agent") will mail to the registered holders of Common Stock a
Letter of Transmittal and instructions for surrender of Common Stock
certificates for certificates


----------

(1)  This example does not necessarily reflect the actual share price for the
     Existing Common.


                                       3

<PAGE>


representing New Shares and, if applicable, cash in lieu of fractional shares.
Stockholders will not receive certificates for New Shares unless and until their
certificates for shares of Common Stock have been surrendered with an
appropriate letter of transmittal. There will be no service charge in connection
with the issuance of certificates for New Shares and cash in lieu of fractional
shares following the Reverse Split.

NO CHANGE IN COMPANY'S STATUS

The Company does not anticipate any change in the Company's status as a
reporting company for federal securities law purposes as a result of the Reverse
Split.

FEDERAL INCOME TAX CONSEQUENCES

The following summary of the federal income tax consequences of the Reverse
Split is based on current law, including the Internal Revenue Code of 1986, as
amended, and is for general information only. The tax treatment for any
stockholder may vary depending upon the particular facts and circumstances of
such stockholder. Certain stockholders, including insurance companies,
tax-exempt organizations, financial institutions, broker-dealers, non-resident
aliens, foreign corporations and persons who do not hold Common Stock of our
company as a capital asset, may be subject to special rules not discussed below.

ACCORDINGLY, EACH STOCKHOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR TO DETERMINE
THE PARTICULAR TAX CONSEQUENCES TO HIM OR HER OF THE REVERSE SPLIT, INCLUDING
THE APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL OR FOREIGN INCOME TAXES AND
OTHER LAWS.

The receipt of whole New Shares (excluding fractional New Shares) in the Reverse
Split should be non-taxable for federal income tax purposes. Consequently, a
stockholder receiving New Shares will not recognize either gain or loss, or any
other type of income, with respect to whole New Shares received as a result of
the Reverse Split. In addition, the aggregate tax basis of such stockholder's
shares of Common Stock prior to the Reverse Split will carry over as the
aggregate tax basis of the stockholder's New Shares. The holding period of the
New Shares should also include the stockholder's holding period of the Common
Stock prior to the Reverse Split, provided that such Common Stock was held by
the stockholder as a capital asset on the Effective Date.

Any stockholder who receives cash in lieu of a fractional New Share pursuant to
the Reverse Split will recognize gain or loss equal to the difference between
the amount of cash received and the portion of the aggregate tax basis in his or
her shares of Common Stock allocable to such fractional New Share. If the shares
of Common Stock were held as a capital asset on the Effective Date, then the
stockholder's gain or loss will be a capital gain or loss. Such capital gain or
loss will be a long-term capital gain or loss if the stockholder's holding
period for the shares of Common Stock is longer than eighteen


                                       4

<PAGE>


months, a short-term capital gain or loss if the stockholder's holding period is
twelve months or less and mid-term gain or loss if the stockholder's holding
period is longer than twelve months and less than eighteen months.

Based on certain exceptions contained in regulations issued by the Internal
Revenue Service, our company does not believe that it or its stockholders would
be subject to backup withholding or informational reporting with respect to cash
distributed in lieu of fractional New Shares.

REASONS FOR PROPOSED AMENDMENT

Our company has been advised by the Nasdaq Stock Market, Inc. that the Common
Stock may no longer meet the requirements for continued listing and trading on
the Nasdaq Market System. Approval of the Reverse Split is being proposed to
address the minimum bid price requirement of $1.00 per share.



Our company believes that if the Reverse Split is effectuated, our company's
Common Stock may have a minimum bid price in excess of the $1.00 per share
necessary and therefore satisfy the Nasdaq requirement. Our company would also
need to continue to satisfy all other maintenance criteria and there can be no
assurance that our company will be able to do so, or that, even if these
criteria are met, the Common Stock will continue to be traded on the Nasdaq
SmallCap Market.



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth information regarding shares of our Common Stock
beneficially owned as of March 22, 2001. Beneficial ownership is calculated in
accordance with Rule 13d-3(d) under the Securities Exchange Act of 1934, and
provides that (i) each person who, as of the date hereof, was known by us to own
beneficially more than five percent (5%) of our issued and outstanding Common
Stock; (ii) each of the named Executive Officers; (iii) the individual
Directors; and (iv) the Officers and Directors as a group. Shares of Common
Stock subject to options and warrants that are currently exercisable or are
exercisable within 60 days of March 22, 2001, are deemed outstanding with
respect to the person holding those options but are not deemed outstanding for
purposes of computing the percentage ownership of any other person. Unless
otherwise indicated, each person possesses sole voting and investment power with
respect to the shares identified as beneficially owned. Except as otherwise
indicated in the table, the address of the stockholders listed below is that of
the Company's principal executive office. Directors not included in the table
below do not hold Company securities. As of the date hereof, there were
7,221,691 common shares issued and outstanding.


                                       5

<PAGE>


                            SHARES BENEFICIALLY OWNED
                              AS OF MARCH 22, 2001


<TABLE>
<CAPTION>
NAME AND ADDRESS                                                          NUMBER              PERCENT
----------------                                                          ------              -------
<S>                                                                       <C>                 <C>
Henry Siegel                                                                9,000                0%
205 West 57th Street
New York, New York 10019

ESynch Corp.                                                              913,600             12.6%
15502 Mosher Drive
Tustin, CA 92780

James D.  Rupp                                                            955,000             13.2%
200 Walter Avenue
Hasbrouck Heights, NJ 07604

Gayle Essary                                                              390,000              5.4%
5605 Woodview
Austin, TX 78756

Gary Feuerman                                                                   0                0%
14153 Gold Hill Road
Boulder, CO 80302

Robert Shuey, III                                                               0                0%
5910 North Central Expressway
Suite 1480
Dallas, TX 75206
------------------------------------------------------------------------------------------------------
Officers and Directors as a Group                                         964,000             13.3%
======================================================================================================
</TABLE>




Certain of the shares listed above are owned indirectly by entities
substantially controlled by principal Stockholders of Streamedia. Of the
total shares owned by Mr. Rupp, 850,000 shares are owned through his 100%
ownership in Web2Ventures, L.L.C., and 105,000 shares are owned through
Web2Ventures's 40% ownership in Capital Markets Communications Corporation.
Of the total shares owned by Mr. Essary, he owns 390,000 shares directly, and
we believe that has been given voting power over 300,000 shares owned by IRI,
Inc., by the Board of Directors of IRI, Inc. Other shares are held in family
trusts or by members of Mr. Essary's immediate family. Mr. Essary does not
exercise direct control over such shares. Capital Markets Communications
Corporation is controlled by Mr. Rupp and Mr. Essary.





In addition, certain officers and directors have been granted the right to
acquire additional shares, so long as they remain in their positions as
directors, and have been issued options pursuant to the 1999 stock option
plan. Mr. Siegel has the right to earn an additional 365,000 shares upon the
achievement of certain business objectives to be determined by the



                                       6

<PAGE>


compensation committee of the Board of Directors. Certain of these options have
vested, and others will vest in the future on a periodic basis, based on
performance. None of these options are represented on the previous principal
Stockholder chart.



EXPLANATION OF THE BOARD OF DIRECTORS FOR THE SHARE CONSOLIDATION




The Board of Directors further believes that if the future per share price of
the Common Stock is low, the low market price and the large number of shares
of Common Stock outstanding may have a negative impact on the market for the
Company's Common Stock. Furthermore, the large number of shares outstanding
and the relatively few shares that are traded on a daily basis in comparison,
may hinder the Company's ability to raise capital by issuing additional
shares of Common Stock. The Board of Directors is hopeful that if the share
consolidation is implemented, the market will react positively and in such a
fashion that the price of the Company's Common Stock will rise and cease to
be treated as "low-priced" stock by the investment community.





The Board of Directors recognizes that the proposed share consolidation, if
implemented, will not, in itself, result in the Company's Common Stock being
categorized other than as a low-priced stock, and that the only path to being
categorized as other than low-priced is through sustained growth and
profitability, neither of which can be assured, and the absence of which will
result negatively upon the trading value of the Company's Common Stock
following the proposed share consolidation. The Company believes there are
several reasons beyond Nasdaq listing requirements that support the proposed
share consolidation and suggest that the share consolidation may enhance the
market for the Common Stock. These reasons are summarized as follows:





1. Institutional investors often have internal policies that prevent the
purchase of low-priced stocks and many brokerage houses do not permit
low-priced stocks to be used as collateral for margin accounts. Similarly,
many banks do not permit collateralization of loans through the pledge of
low-priced stocks. If the share consolidation, coupled with Company potential
growth and profitability, results in an increase in the per share price for
the Company's Common Stock, the Company may be able to attract additional
institutional investors as well as provide an avenue for its stockholders to
collateralize loans using their Common Stock instead of selling that stock
for needed money.



2. Further, some brokerage firms implement internal policies and practices that
tend to discourage dealing with low-priced stock (stock priced under $5 per
share that is not subject to the reporting requirements of the Securities
Exchange Act of 1934). These practices result in time-consuming procedures and
internal controls that must be complied with for payment of brokerage
commissions (and additional procedures, including branch manager approval),
which function to make handling low-priced stock unattractive to brokers and
registered representatives of a brokerage firm. Some brokerage firms also
require a non-solicitation letter from the client when the client desires to
purchase a low-priced stock.


                                       7

<PAGE>



These policies and procedures add delay and burden to the process, based on
separate business criteria of the brokerage firm, and are designed to balance
the commission to be paid with the cost of handling the stock transaction,
rather than considering and evaluating such factors as the underlying nature of
the transaction and quality of the issuer. The Company believes that such
policies do not foster evaluation of its reported results and prospects for
future growth and stockholder return, factors that should be considered in
evaluating stock prices.



3. Since the broker's commissions and transaction costs on low-priced stock
generally represent a higher percentage of the stock sale price than commissions
and costs on higher-priced stocks, the current share price of the Company's
Common Stock can result in individual stockholders paying transaction costs
(commissions, mark-ups, mark-downs, etc.) which are a higher percentage of the
total share value than would be the case if the Company's share price were
higher.



Although the Board of Directors is hopeful that the decrease in the number of
shares of Common Stock that would be outstanding after the proposed share
consolidation will result in an increased price level per share of Common
Stock which will encourage interest in the market for that Common Stock and
promote greater marketability for the Common Stock, no assurances can be
given that the market will respond to the share consolidation with an
increase in the per share price or with any increase in average daily trading
volume.





Finally, the effect of the proposed share consolidation, if adopted and
implemented, and resulting decrease in the number of shares of Common Stock
on the market, could adversely affect the trading value of such Common Stock
if there is not a corresponding increase in the per share price level for
such stock following the share consolidation. Many factors beyond the
Company's control will affect the ultimate trading market and there can be no
assurance that the per-share price for the Company's Common Stock immediately
after the share consolidation will reflect the corresponding math material
value based on the share consolidation alone, or that any such value will be
sustained for any period of time.



The Company's Common Stock has been traded on The Nasdaq SmallCap Market under
the symbol "SMIL" since 2000. On March 22, 2001, the closing price for the
Company's Common Stock, as quoted on The Nasdaq SmallCap Market, for a share of
Common Stock was $0.3438 per share.


EFFECT OF THE SHARE CONSOLIDATION PROPOSAL




Assuming approval of and adoption of the share consolidation, each
stockholder will own fewer shares (but the same percentage of the outstanding
shares) as such stockholder owned before the share consolidation. The share
consolidation may, however, result in an immaterial adjustment due to the
purchase of any fractional shares of Common Stock that result from the
consolidation. Each stockholder of the Company immediately before the



                                       8

<PAGE>



share consolidation will continue to be a stockholder immediately after the
share consolidation.





The share consolidation will also result in some stockholders owning "odd
lots" of less than 100 shares of Common Stock received as a result of the
share consolidation. Brokerage commissions and other costs of transactions in
odd lots may be higher, particularly on a per-share basis, than the cost of
transactions in even multiples of 100 shares. The par value of the Common
Stock will remain at $0.001 per share following the share consolidation, and
number of shares of the Common Stock outstanding will be reduced. As a
consequence, the aggregate par value of the outstanding Common Stock will be
reduced, while the aggregate capital in excess of par value attributable to
the outstanding Common Stock for statutory and accounting purposes will be
correspondingly increased. The share consolidation will not affect the
Company's total stockholders' equity. If the share consolidation is
implemented, all share and per share information would be retroactively
adjusted following the Effective Date to reflect the share consolidation for
all periods presented in future filings by the Company with the Securities
and Exchange Commission.





If the share consolidation is adopted and implemented, the authorized number
of shares will remain the same subject to the second proposal discussed in
this proxy which, if adopted, would result in an increase in the number of
authorized shares from 20,100,000 to 50,000,000. The Board believes that the
availability of additional shares may be beneficial to the Company in the
future. The availability of additional authorized shares will allow the Board
to issue shares for corporate purposes, if appropriate opportunities should
arise, without further action by stockholders or the time delay involved in
obtaining stockholder approval (unless approval is required by law or
regulation or the rules of The Nasdaq SmallCap Market). Such purposes could
include share issuances for future acquisitions of other businesses or
meeting requirements for working capital or capital expenditures through the
issuance of shares. To the extent that any additional shares (or securities
convertible into Common Stock) may be issued on other than a pro rata basis
to current stockholders, the present ownership position of current
stockholders may be diluted. The Common Stock has no preemptive rights. In
addition, if another party should seek to acquire or take over control of the
Company, and the Board does not believe such transaction is in the best
interest of the Company and its stockholders, some or all of the authorized
shares could be issued to another party to try to block such transaction.



REGISTRATION AND TRADING



Assuming the share consolidation is approved and implemented, the post share
consolidation shares of Common Stock will continue to be registered under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
Company will continue to file periodic and current reports with the
Securities and Exchange Commission (the "Commission") pursuant to the
Exchange Act. In addition, the Company's post share consolidation shares of
Common Stock will continue to be traded on The Nasdaq SmallCap Market. The
Company intends to file all required notifications with The Nasdaq SmallCap
Market to provide for continued



                                       9

<PAGE>



trading (on a post-consolidated basis) in coordination with the Effective
Date. Certificates representing the post share consolidation shares of Common
Stock will, however, contain a new CUSIP number. Further, the Company intends
to file all reports with regulatory authorities and issue a press release in
the event it decides to implement the share consolidation.





The Company has no intention of entering into any future transaction or
business combination which would result in deregistration of the post share
consolidation shares of Common Stock under the Exchange Act, or which might
result in loss of eligibility for the post share consolidation shares of
Common Stock to be listed and traded on The Nasdaq SmallCap Market.



VOTE REQUIRED



The affirmative vote of a majority of the outstanding Common Stock and Series
A Convertible Preferred Stock voting together as a single class is necessary
to approve the amendment to the Company's Certificate of Incorporation to
implement a share consolidation subject to the Board of Directors of the
Company discretionary authority to delay filing the amendment (but only until
September 30, 2001) or not to file the amendment.





THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING FOR THE ADOPTION OF THE
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO IMPLEMENT A SHARE
CONSOLIDATION





2.   AMENDMENT OF THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION, AS
     AMENDED, TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK

The Company's Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), authorizes the issuance of 20,100,000 shares of Common Stock,
$.001 par value, and 1,000,000 shares of Preferred Stock, $.01 par value. On
April 16, 2001, the Board of Directors of the Company approved an amendment to
the Certificate of Incorporation to increase the authorized number of shares of
Common Stock from 20,100,000 to 50,000,000 and to submit the proposed amendment
to the Stockholders at this Meeting.


PURPOSE AND EFFECT OF THE AMENDMENT

The general purpose and effect of the proposed amendment to the Company's
Certificate of Incorporation will be to authorize 29,900,000 additional shares
of Common Stock. The Board of Directors believes that it is prudent to have the
additional shares of Common Stock available for general corporate purposes,
including payment of stock dividends, stock splits or other recapitalizations,
acquisitions, equity financings, and grants of stock options.


                                       10

<PAGE>



Although the Board of Directors has decided to effect a reverse split, the Board
wants to maintain the ability to effect a stock split.

The Company currently has 20,100,000 authorized shares of Common Stock. As of
March 22, 2001, the Company had 7,221,691 shares issued and outstanding and of
the remaining 12,878,309 authorized but unissued shares, the Company has
reserved approximately the majority of these authorized by unissued shares in
connection with the possible exercise of outstanding warrants, pursuant to the
Company's option plans, and pursuant to the Company's Employee Stock Purchase
Plan.

Except in connection with the reserved shares described above, the Company
currently has no arrangements or understandings for the issuance of additional
shares of Common Stock, although opportunities for acquisitions and equity
financings could arise at any time. The purpose of the increase in the number of
authorized shares is to have sufficient shares available to take advantage of
such opportunities, should the Board deem the pursuit of such opportunities to
be in the best interests of the shareholders. If the Board of Directors deems it
to be in the best interest of the Company and the Stockholders to issue
additional shares of Common Stock in the future, the Board of Directors
generally will not seek further authorization by vote of the Stockholders,
unless such authorization is otherwise required by law or regulations.

The increase in the authorized number of shares of Common Stock also could have
an anti-takeover effect. If the Company's Board of Directors desired to issue
additional shares in the future, such issuance could dilute the voting power of
a person seeking control of the Company, thereby deterring or rendering more
difficult a merger, tender offer, proxy contest or an extraordinary corporate
transaction opposed by the Company.

VOTE REQUIRED

The affirmative vote of a majority of the outstanding shares of Common Stock
entitled to vote at the Meeting will be required to approve the amendment to the
Company's Certificate of Incorporation increasing the number of authorized
shares of Common Stock from 20,100,000 to 50,000,000.

THE BOARD OF DIRECTORS RECOMMENDS THE APPROVAL OF THE AMENDMENT TO THE COMPANY'S
RESTATED AND AMENDED CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED
SHARES OF COMMON STOCK FROM 20,100,000 TO 50,000,000, AND PROXIES SOLICITED BY
THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED
OTHERWISE ON THE PROXY.



                                       11

<PAGE>




3.   PROPOSAL TO APPROVE AND ADOPT AN AGREEMENT TO MERGE WITH AND INTO HOA
     NETWORKS, INC.

This section of the proxy statement describes material aspects of the proposed
merger, including the merger agreement, the stock option agreement and the
stockholders agreement. While we believe that the description covers the
material terms of the merger, this summary may not contain all of the
information that is important to you. You should read this entire proxy
statement and the other documents we refer to carefully for a more complete
understanding of the merger.

BACKGROUND OF THE MERGER

The Company's management and HOA Networks, Inc. ("HOAN" or "HOA Networks") have
been familiar with each other's business for several years. In March 2001, John
Velasco-Mills, President of HOA Networks, met with Henry Siegel, President and
CEO of Streamedia, at HOA Networks's offices to discuss the merits of a possible
strategic relationship between the Company and HOA Networks, including among
other things, a possible combination of the two companies. Later that month,
certain officers and directors met with Mr. Siegel and representatives of the
Company at its offices in New York.

Also in March 2001, the Streamedia Board of directors met and discussed the
merits of a possible combination with HOA Networks. In April 2001, the Company
and HOA Networks negotiated and signed a letter of intent outlining the basic
framework of a combination of the two companies. This letter of intent formed
the basis of the agreement on which you are now being asked to vote. Also in
April, members of the Streamedia board met to begin a due diligence
investigation of HOA Networks, and continued to discuss the possible exchange
ratio between the Company's stockholders and the stockholders of HOA Networks.

During March and April 2001, members of management of the Company and HOA
Networks, along with their respective legal and financial advisors, met in New
York and telephonically to continue to conduct due diligence and negotiate the
terms of the proposed merger between HOA Networks and The Company and the
related agreements. During that time, the parties negotiated the principal terms
of the agreements and other related documents, including the exchange ratio,
representations and warranties, covenants, termination provisions and conditions
to the closing of the merger.

The Company held a meeting to review and consider the merger, the merger
agreement and the related transactions. Management of The Company made a
presentation to its board concerning the business, financial condition and
prospects of HOA Networks and the terms of the merger agreement, the lockup
agreement, and the other agreements to be executed in connection with the
merger. Management of the Company discussed with its board the course of
negotiations with HOA Networks and the due diligence investigation of HOA
Networks that had been performed. Following discussion among The Company's board
of directors and the Company management concerning the transaction,



                                       12

<PAGE>




the board of directors of The Company unanimously approved the merger, the
merger agreement and all of the related agreements.

In the evening of April 13, 2001, HOA Networks and the Company entered into the
merger agreement and certain shareholders of Streamedia entered into a "lock-up"
agreement with the Company. On April 16, 2001, The Company and HOA Networks
issued a joint press release announcing the merger.

BASIC TERMS OF THE MERGER

The merger is between HOA Networks, HOA Acquisition Corp. ("HAC"), and the
Company. Pursuant to the terms of the Merger Agreement, HOAN will merge with HAC
with HOAN being the surviving company and all of the capital stock of HOAN will
be canceled in exchange for stock of the Company. HOAN will be the surviving
corporation in such merger and the business of the surviving company will be
conducted under the name of Streamedia Communications, Inc. Upon the effective
date of the merger, each outstanding share of stock beneficially owned by all
shareholders excluding principals of HOAN will be converted into the common
stock of the Company on a 4 for 1 share basis. Each outstanding share of common
stock beneficially owned by principals will be converted as follows: 100% of
HOAN shares will be exchanged for 80% shares of the Company. It is anticipated
that the effective date of the merger will be on or about June 6, 2001.

ABOUT HOA NETWORKS

HOA Networks is a profitable, multi-faceted communications and entertainment
Company. Its primary division, AMC Global, has over $7 million in assets and
over $12 million in revenue, according to its audited financial statements
for fiscal year 2000. HOA Networks was started in 1986 and has formed a
number of alliances and completed strategic acquisitions and is comprised of
a group of wholly owned private companies that benefit from various revenue
sources and, working together, has become a "one-stop" entertainment, data
and communications solution for most end users, from small to large
businesses and individuals. Each company stands alone as a profit and
operating base but each company can also use the strengths of the others in
the group to maximize on customer and profit base. HOAN consists of six main
subsidiaries:

AMC GLOBAL COMMUNICATIONS, INC., (AMC) is an independent telephone company with
international headquarters in Atlanta, Georgia, founded in July of 1986. AMC,
which sells and services a wide variety of telecommunications equipment, is one
of the largest interconnect telephone companies in the country. The Company has
been consistently profitable and has a strong balance sheet. It has over 13,000
customers, one hundred (100) plus employees and has expanded through its
telemanagement expertise, innovative direct sales efforts and a strong,
experienced management team. Other than several strategic acquisitions, growth
has been internal. However, it is AMC's intent to



                                       13

<PAGE>



substantially increase its revenues and profitability through an aggressive
acquisition strategy as the interconnect telephone industry consolidates.

WORLD SKYLINE, INC. is a Northern Virginia (Washington D.C. Metro Area) based
Internet Technology Company founded in 1996. World Skyline was founded to offer
Internet Solutions and information technology needs for both Business and
Residential markets. The company is a full service, one-stop, Internet Service
Provider that can fulfill all of its clients Information Technology (I.T.)
needs. World Skyline offers a vast array of products ranging from Dial-Up access
to Digital Subscriber Lines, E-Commerce and Web Hosting solutions and Streaming
Media services. World Skyline's one-stop approach means support for a wide
variety of products and services.

HOLLYWOOD ON AIR PRODUCTIONS, Los Angeles based, recently developed Family Film
Plan, which directs the company to acquire the rights to distribute and market
completed feature films, maximizing revenue streams from all media. The
collective executive team of officers and directors represents an unparalleled
combination of talent and experience in the motion picture and entertainment
industry. Beyond relying on completed films, HOA Productions will use its
considerable expertise to develop, produce, market and distribute a variety of
family oriented motion pictures. Hollywood On Air's purpose is to build a
"label" or brand that will acquire, produce and distribute children's and
family-oriented motion pictures designed to be "sold through" into the video,
DVD, Internet, and television marketplace on a reasonably profitable basis while
building asset value in a library of film rights. Furthermore, the company will
supply content to Hollywood On Air's family of companies while they supply
distribution outlets for HOA Productions' product.

HOLLYWOOD ON AIR MUSIC, INC., based in New York and Montreal, Canada, owns,
produces and represents content, from movies to new live concerts and owns music
publishing and master rights. From the purchase of older catalogs of movies and
television shows, record catalogs and publishing, to the regular recording and
filming of new shows; HOA Music is building a major audio visual catalog,
forming a base asset of content for all areas of distribution including
Internet, TV, radio, broadcast and retail. HOA Music is also representing
catalogs on a worldwide basis and from the world market, to further offer buyers
and consumers a large range of product.

NAMASTE TELEVISION, based in London, England, provides Asian entertainment and
information through it's worldwide cable and satellite broadcast license to
60,000 UK households. The company is now in the process of opening another
channel devoted to music programming. Namaste will be streamed worldwide by
World Skyline.

HOA Networks is expected to foster growth of both Streamedia's business services
unit as well as its Bijou Cafe property. HOAN is projecting nearly $20 million
in revenue for 2001, and has informed us that its unaudited assets total nearly
$14 million. The merger is expected to be a stock for stock transaction.



                                       14

<PAGE>




THE COMPANY'S REASONS FOR THE MERGER

The Company's board of directors believes that following the merger the Company
will have the potential to realize enhanced long-term operating and financial
results and an improved competitive position as a result of its merging with HOA
Networks. The Company's board of directors considered potential benefits of the
merger that they believe will result from combining HOA Networks with the
Company, including the following:

     o      Streamedia stockholders will have the opportunity to participate in
            the potential for growth of the combined company after the merger;

     o      The increased equity and assets available to the Company as a result
            of the merger will assist the Company in maintaining its listing on
            the Nasdaq Small-Cap Market;

     o      Providing financing to develop and enhance the Company's business
            platform and help realize the Company's business plan;

     o      The merger will enhance the opportunity for the realization of the
            Company's strategic objectives of building brand awareness through
            access to HOA Networks's expanded audience base;

     o      Combining with HOA Networks will increase the advertising and
            business and consumer customer relationships available to grow the
            Company's products and services;

     o      Enhancing the ability to create advertising and electronic commerce
            opportunities targeted at the fast-growing business of local
            interactive services;

     o      Expanding the reach of Streamedia to new customers; and

     o      Providing new cross-promotional and branding opportunities.

The Company's board of directors also considered the terms of the merger
agreement, including the possible effects of the provisions regarding
termination fees, and the stock option agreement, stockholders agreement and
other related agreements. In addition, The Company's board of directors noted
that the merger is expected to be a tax-free transaction and accounted for as a
pooling-of-interests, such that no goodwill is expected to be created on the
books of The Company as a result of the merger.

The foregoing discussion is not exhaustive of all of the factors considered by
The Company's board of directors. Each member of The Company's board may have
considered different factors, and The Company's board did not quantify or
otherwise assign relative weights to factors considered.



                                       15

<PAGE>



In the course of deliberations, the Streamedia board reviewed with HOA
management a number of additional factors relevant to the merger, including:

     o      Historical information concerning The Company's and HOA Networks's
            respective businesses, financial performance and conditions,
            operations, technologies, managements and competitive positions,
            including public reports concerning results of operations during the
            most recent fiscal year and fiscal quarter for each company filed
            with the Securities and Exchange Commission,

     o      HOA Networks management's view as to the financial condition,
            results of operations and businesses of The Company and HOA
            Networks, before and after giving effect to the merger, based on
            management's due diligence, including a review of publicly available
            earnings estimates for both companies,

     o      Current financial market conditions and historical market prices,
            volatility and trading information with respect to the Company
            common stock;

     o      The consideration to be received by Streamedia stockholders in the
            merger and an analysis of the market value of the Company common
            stock to be issued in exchange for each share of HOA Networks common
            stock in light of comparable merger transactions,

     o      The belief that the terms of the merger agreement, including the
            parties' representations, warranties and covenants, and the
            conditions to their respective obligations, are reasonable; and

     o      Streamedia management's review of its financial performance and
            prospects as an independent company.

Streamedia's board of directors also identified and considered a variety of
potentially negative factors in its deliberations concerning the merger,
including, but not limited to:

     o      The risk that the potential benefits sought in the merger might not
            be fully realized,

     o      The possibility that the merger might not be consummated and the
            effect of public announcement of the merger on:

            o    HOA Networks's sales and operating results,

            o    HOA Networks's ability to attract and retain key management,
                 marketing and technical personnel, and

            o    The progress of HOA Networks's current development and
                 marketing projects,



                                       16

<PAGE>


            o    The substantial costs to be incurred in connection with the
                 merger, including the costs of integrating the businesses and
                 transaction expenses arising from the merger,

            o    The risk that despite the efforts of the combined company, key
                 technical and management personnel might not remain employed,

            o    The terms and ramifications of the option agreement,

After due consideration and discussion, HOA Networks's board of directors
decided that these risks were outweighed by the potential benefits of the
merger.

RECOMMENDATION OF STREAMEDIA' BOARD OF DIRECTORS

After careful consideration, Streamedia's board of directors unanimously
determined the merger to be fair to you and in your best interest, and declared
the merger advisable. Streamedia's board of directors unanimously approved the
merger agreement and unanimously recommends your adoption of the merger
agreement.

In considering the recommendation of the HOA Networks board of directors with
respect to the merger agreement, you should be aware that certain directors and
officers of Streamedia have certain interests in the merger that are different
from, or are in addition to, the interests of Streamedia stockholders generally.
Please see the next section entitled "Interests of Certain Streamedia Directors
and Officers in the Merger" in this proxy statement.

INTERESTS OF CERTAIN STREAMEDIA DIRECTORS AND OFFICERS IN THE MERGER

Partly, as a result of the merger, the Company has renewed Mr. Siegel's
employment contract, under the same terms as the agreement covering 2000.
Additionally, the Company has agreed to grant Mr. Siegel stock options
covering one million shares of Streamedia common stock, exercisable at the
closing price on April 13, 2001, the date on which the merger agreement was
signed.

COMPLETION AND EFFECTIVENESS OF THE MERGER

The merger will be completed when all of the conditions to completion of the
merger are satisfied or waived, including the adoption of the merger agreement
by the stockholders of HOA Networks. The merger will become effective upon the
filing of a certificate of merger with the Secretary of State of the State of
Delaware.

We are working towards completing the merger as quickly as possible. We hope to
complete the merger by early June 2001.



                                       17

<PAGE>



MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The following summary discusses the material United States federal income tax
consequences of the merger, assuming that you hold your shares of Streamedia
common stock as capital assets. The following discussion is based on and
subject to the Internal Revenue Code of 1986, as amended, its legislative
history, applicable Treasury regulations, administrative rulings and court
decisions currently in effect, all of which are subject to change at any
time, possibly with retroactive effect, and assumptions, limitations,
representations and covenants, including those contained in certificates of
officers of the Company, HAC and HOA Networks. This discussion does not
address all aspects of United States federal income taxation that may be
important to you in light of your particular circumstances, or if you are
subject to special rules, such as rules relating to:

     o      Stockholders who are not citizens or residents of the United States,

     o      Financial institutions,

     o      Tax-exempt organizations,

     o      Insurance companies,

     o      Dealers in securities,

     o      Stockholders who acquired their shares of Streamedia common stock by
            exercising employee stock options or rights or otherwise as
            compensation, and

     o      Stockholders who hold their shares of Streamedia common stock as
            part of a hedge, straddle or conversion transaction.

The Company has structured the merger with the intent that the merger

     o      Will be treated as a reorganization within the meaning of Section
            368(a) of the Internal Revenue Code, and that

     o      No gain or loss will be recognized by the Company, HOA Networks and
            HAC as a result of the merger, except that gain or loss may be
            recognized by such holders with respect to cash received in lieu of
            a fractional share interest in The Company common stock,

     o      The aggregate adjusted basis of the Company common stock received by
            holders of HOA Networks common stock in the merger (treating
            fractional share interests in the Company common stock as having
            been issued to such holders in the merger and then redeemed for
            cash) will be the same as such holders' aggregate tax basis in the
            HOA Networks common stock surrendered in the merger, and



                                       18

<PAGE>



     o      The holding period of the Company common stock that a holder of HOA
            Networks common stock receives in the merger will include the period
            during which such holder held the HOA Networks common stock
            surrendered in the merger.

As of April 30, 2001, the Company has not sought an opinion regarding the
foregoing tax issues. Any tax opinion that the Company obtains is not binding on
the IRS or the courts, and we do not intend to request a ruling from the IRS
with respect to the merger. Accordingly, there can be no assurance that the IRS
will not challenge the conclusions reached by the Company or that a court will
not sustain such a challenge.

This discussion does not address tax consequences which may vary with, or are
contingent on, your individual circumstances. Moreover, this discussion does not
address any non-income tax or any foreign, state or local tax consequences of
the merger. Accordingly, you are strongly urged to consult with your tax advisor
to determine the particular United States federal, state, local or foreign
income or other tax consequences to you of the merger.

ACCOUNTING TREATMENT OF THE MERGER

We intend to account for the merger as a pooling-of-interests business
combination. Under the pooling-of-interests method of accounting, each of our
historical recorded assets and liabilities will be carried forward to the
combined company at their recorded amounts. The Company's independent auditors,
Grant Thornton, LLP, will determine whether the merger can be accounted for as a
pooling-of-interests business combination.

RESTRICTIONS ON SALES OF SHARES BY AFFILIATES OF HOA NETWORKS AND THE COMPANY

The shares of The Company common stock to be issued in connection with the
merger will be registered under the Securities Act of 1933, as amended, and will
be freely transferable under the Securities Act, except for shares of The
Company common stock issued to any person who is deemed to be an "affiliate" of
either of us at the time of the special meeting. Persons who may be deemed to be
affiliates include individuals or entities that control, are controlled by, or
are under the common control of either of us and may include some of our
officers and directors, as well as our principal stockholders.

Affiliates may not sell their shares of The Company common stock acquired in
connection with the merger except pursuant to:

     o      an effective registration statement under the Securities Act
            covering the resale of those shares,

     o      an exemption under paragraph (d) of Rule 145 under the Securities
            Act, or

     o      any other applicable exemption under the Securities Act.


                                       19

<PAGE>



The Company expects to file a registration statement for the shares to be issued
as a result of the merger.

DISSENTERS' AND APPRAISAL RIGHTS

You are not entitled to exercise dissenter's or appraisal rights as a result of
the merger or to demand payment for your shares under Delaware law.

OPERATIONS AFTER THE MERGER

Following the merger, Streamedia will continue its operations as a wholly owned
subsidiary of HOA Networks, which will conduct business under the name
"Streamedia." The membership of the board of directors of the surviving Company
will change. The Board will be comprised of certain individuals from the
Company, including Henry Siegel, James Rupp, Gary Feuerman, and certain
individuals from HOAN, including William P. Abram, John Veasco-Mills, Eric J.
Adams, Norman J. Londsdale, and Ronald J. Fields. Mr. Robert Wussler, a former
member of the Streamedia Board of Directors, also is expected to serve as a
member of the Streamedia Board after the merger with HOA Networks is complete.
The stockholders of HOA Networks will become stockholders of Streamedia, and
their rights as stockholders will be governed by the Streamedia Restated
Certificate of Incorporation, the Streamedia Restated By-laws and the laws of
the State of Delaware.

         QUESTIONS AND ANSWERS ABOUT THE STREAMEDIA/HOA NETWORKS MERGER

Q:   Why are we proposing to merge?

A:   Our merger will result in HOA Networks stockholders becoming stockholders
of Streamedia, through the exchange of their HOA Networks common stock for
Streamedia common stock on what the Streamedia board of directors believes are
favorable terms.

By combining with HOA Networks, Streamedia can benefit from HOA Networks's
substantial human, financial, marketing and technological resources as well as
its significant presence in multimedia markets and its broad customer base. We
expect this combination will:

     o      expand the reach of Streamedia products to new customers and into
            new markets, and

     o      provide new cross-promotion and branding opportunities for
            Streamedia and HOAN

Q:   How will the proposed merger affect the Company's listing on the Nasdaq
     Small-Cap Market?



                                       20

<PAGE>



A:   We anticipate that the merger with HOA Networks will facilitate the Company
maintaining compliance with the continued listing requirements. The merger
between HOAN and the Company will provide the Company with significant assets
and stockholders' equity, which should improve the Company's ability to comply
with the continued listing requirements.

Q:   What stockholder approvals are needed?

A:   For HOA Networks, no approval of stockholders is needed and no vote will be
taken. For Streamedia, the affirmative vote of the holders of at least a
majority of the aggregate voting power of Streamedia's common stock outstanding
and entitled to vote at the special meeting is required to adopt the merger
agreement.

Q:   What do I need to do now?

A:   After carefully reading and considering the information contained in this
proxy statement, please respond by completing, signing and dating your proxy
card and returning it in the enclosed postage paid envelope, or, if available,
by submitting your proxy by telephone or through the Internet, as soon as
possible, so that your shares may be represented at the special meeting.

Q:   What if I do not vote?

A:   If you fail to respond, it will have the same effect as a vote against the
merger. If you respond and do not indicate how you want to vote, your proxy will
be counted as a vote in favor of the merger. If you respond and abstain from
voting, your proxy will have the same effect as a vote against the merger.

Q:   Can I change my vote after I have delivered my proxy?

A:   Yes. You can change your vote at any time before your proxy is voted at the
special meeting. You can do this in one of three ways. First, you can revoke
your proxy. Second, you can submit a new proxy. If you choose either of these
two methods, you must submit your notice of revocation or your new proxy to the
secretary of Streamedia before the special meeting. If your shares are held in
an account at a brokerage firm or bank, you should contact your brokerage firm
or bank to change your vote. Third, if you are a holder of record, you can
attend the special meeting and vote in person. If you submit your proxy or
voting instructions electronically through the Internet or by telephone, you can
change your vote by submitting a proxy or voting at a later date, using the same
procedures, in which case your later submitted proxy or vote will be recorded
and your earlier proxy or vote revoked.

Q:   Should I send in my stock certificates now?

A:   No.



                                       21

<PAGE>


Q:   When do you expect the merger to be completed?

A:   We are working to complete the merger as quickly as possible. We expect to
complete the merger by early June of 2001.

Q:   Who can help answer my questions?

A:   If you have any questions about the merger or how to submit your proxy, or
if you need additional copies of this proxy statement/prospectus or the enclosed
proxy card or voting instructions, you should contact:

STREAMEDIA COMMUNICATIONS, INC.
244 West 54th Street, 12th Floor,
New York, New York 10019
(212) 445-1700




                                       22

<PAGE>


OTHER MATTERS

The Board of Directors of the Company knows of no other matters that may or are
likely to be presented to the Meeting. However, if additional matters are
presented at the Meeting, the persons named in the enclosed proxy will vote such
proxy in accordance with their best judgment on such matters pursuant to the
discretionary authority granted to them by the terms and conditions of the
proxy.

                         STREAMEDIA COMMUNICATIONS, INC.
                                  Henry Siegel
                             Chairman and President


New York, New York
April 30, 2001





                                       23


<PAGE>



                          PLAN AND AGREEMENT OF MERGER

THIS PLAN AND AGREEMENT OF MERGER is dated April 11, 2001 (the "Agreement"), and
is made by and between STREAMEDIA COMMUNICATIONS, INC., a Delaware corporation
("SMIL" (NASDAQ Symbol); HOA NETWORKS, CORP. ("HOAN"), an Idaho corporation and
HOA ACQUISITION, CORP. ("HAC"), a Delaware corporation.

                                    RECITALS:

     A. SMIL is a corporation duly organized and existing under the laws of the
State of Delaware and has its principal office at New York City, NY.

     B. HOAN is a corporation duly organized and existing under the laws of the
State of Delaware and has its principal office at Atlanta, GA.

     C. HAC is a corporation duly organized and existing under the laws of the
State of Delaware and has its principal office at New York City, NY.

     The Boards of directors of SMIL, HOAN and HAC deem it desirable and in the
best interests of such corporations and their shareholders that a Plan of Merger
as described in this Agreement be entered into and carried out by the respective
parties on the terms, covenants, and conditions set forth below.

     1. Terms of transaction

            1.1 MERGER. The parties desire to adopt a plan of reorganization
     pursuant to which HOAN will merge with HAC with HOAN being the surviving
     company and all of the capital stock of HOAN will be canceled in exchange
     for stock of SMIL. HAC shall be merged with and into HOAN in accordance
     with the applicable provisions of Idaho State law ("Merger"). HOAN shall be
     the surviving corporation in such merger and may sometimes be referred to
     in this Agreement as "Surviving Company." The business of the Surviving
     Company shall be conducted under the name Streamedia Communications, Inc.

            1.2 TRANSFER OF INTEREST. Following the Effective Date, as defined
     in Paragraph 1.4, all HOAN shares shall by virtue of the merger and without
     any action on the part of the holder thereof be converted into the right to
     receive 80% of shares of SMIL on a fully diluted basis. If SMIL is listed
     on the NASDAQ Small Cap Market as of Closing and following the de-listing
     proceedings under the current de-listing notice (including any appeal
     therefrom), the shareholders of HOAN shall receive ninety percent (90%) of
     the number of shares of Common Stock of SMIL on a fully diluted basis after
     the issuance of shares to the HOAN shareholders. If SMIL does not maintain
     its listing on the NASDAQ Small Cap Market as of Closing and following the
     de-listing proceedings under the current de-listing notice (including any
     appeal therefrom), the shareholders of HOAN shall receive ninety percent
     (90%) of the common stock of SMIL on a fully diluted basis after the
     issuance of shares to HOAN shareholders. If SMIL is de-listed under the
     current de-listing notice after Closing, additional shares shall be issued
     to the HOAN shareholders to achieve the percentage of ownership for them
     provided in the preceding sentence. At the effective date the shares of
     stock of HAC then issued and outstanding shall be converted into a like
     number of shares of stock of HOAN which thereafter shall constitute all of
     the issued and outstanding shares of stock of HOAN. Said shareholders are
     defined in SCHEDULE 1.1. Following such transaction, the Surviving Company
     shall in accordance with applicable law, possess all the rights privileges,
     annuities, and franchises, of a public as well as of a private nature of
     both HOAN and SMIL and all property, real, personal, and mixed, and all
     debts due on whatever



                                      A-1

<PAGE>



     account, and all and every interest of or belonging to or due to both HOAN
     and SMIL ("Assets"). HOAN will cause its current assets, liabilities and
     business operations to be operated as a wholly owned subsidiary of SMIL.
     Such assets shall be taken and deemed to be transferred to and vested in
     the Surviving Company without further act or deed; and the title to any
     real estate, or any interest therein, vested in either of such entities
     shall not revert or be in any way impaired by reason of the Merger.

            1.3 LIABILITIES. Following the Merger, the Surviving Company shall,
     in accordance with applicable law, be responsible and liable for all
     liabilities and obligations, known and unknown, absolute or contingent,
     accrued or unaccrued, or otherwise, of both HOAN and SMIL Neither the
     rights of creditors nor any liens upon the property of either corporation
     shall be impaired by the Merger.

            1.4 EFFECTIVE DATE. The parties desire a Closing Date of this merger
     to be defined as 7 business days following the fulfillment or waiver of the
     conditions specified in Paragraph 7 hereof. Thereafter, SMIL and HOAN shall
     cause a Certificate of Merger and a short form Plan of Merger in the form
     attached hereto as Exhibit 2.3 to be filed with the Secretary of State of
     Delaware and Idaho, SMIL and HOAN shall also file tax clearance
     certificates and such other documents as may be necessary in connection
     with the Merger.

            1.5 BOARD OF DIRECTORS OF SURVIVING COMPANY. The Board of Directors
     of the Surviving Company shall be composed of the current Board of
     Directors of SMIL & HOAN. Such Board shall serve as the Board of Directors
     of the Surviving Company after the Effective Date and until the next annual
     meeting of shareholders or until such time as their successors have been
     elected and qualified.

            1.6 OFFICERS FOLLOWING MERGER. Immediately following the Merger, the
     corporate officers of the Surviving Company shall be as follows:

                   Chairman, CEO                     William P. Abrams
                   Co-President and Secretary        Henry Siegel
                   Co-President                      John Velasco-Mills

     2. SHARE EXCHANGE. Upon the Effective Date of the Merger:

            2.1 TRANSFER OF SHARES. Each outstanding share of stock beneficially
     owned by all shareholders excluding principals of HOAN shall be converted
     into the common stock of SMIL on a 4 for 1 share basis. Each outstanding
     share of common stock beneficially owned by principals will be converted as
     follows: 100% HOAN shares shall be exchanged for 80% shares of SMIL

            2.2 SMIL SHARES. Each share of SMIL issued and outstanding as of the
     Effective Date will remain issued and outstanding.

     3. PROCEDURE FOR ISSUANCE OF SHARES. Immediately after the Effective Date
of the Merger:

            3.1 PROCEDURE. HOAN will cause its transfer agent to mail a letter
     of transmittal (with instructions for its use) to each record holder of
     outstanding shares of HOAN for the holder to use in surrendering the
     certificates which represented his/her/its shares in HOAN in exchange for a
     certificate representing the number of SMIL shares to which he/she/it is
     entitled.



                                      A-2

<PAGE>



            3.2 EXPENSES. SMIL shall pay all charges and expenses incurred in
     connection with the issuance of new shares in connection with this
     Agreement.

     4. REPRESENTATIONS AND WARRANTIES OF SMIL. SMIL hereby represents and
warrants to HOAN and HAC the following:

            4.1 ORGANIZATION IN GOOD STANDING. SMIL is a corporation duly
     organized, validly existing, and in good standing under the laws of the
     State of Delaware, and is qualified to do business in all jurisdictions
     where such qualification is necessary. SMIL has all power and authority to
     execute and deliver this Agreement and, subject to the approval of its
     shareholders, consummate the Merger.

            4.2 CAPITALIZATION. The authorized capital stock of SMIL consists of
     20.1 million common shares and 1 million preferred shares. There are
     currently 7.1 million shares of common stock issued and outstanding as of
     the date of this Agreement. The shareholders of SMIL and the number of
     shares owned by each are listed on SCHEDULE 1.2 attached hereto. Except as
     also listed on SCHEDULE 1.2, no unissued shares of SMIL stock or any other
     securities of SMIL are at present subject or, on the Effective Date, shall
     be subject to any warrants, options, rights, or commitments of any
     character, kind or nature, which would obligate SMIL to issue any
     additional shares of its common stock or any other equity security to any
     person.

            4.3 FINANCIAL STATEMENTS. SMIL has delivered to HOAN financial
     statements and tax returns for the years ended 1999 & 2000. The financial
     statements and tax returns are to the best knowledge of SMIL and its
     officers and directors, true and correct in all material respects and
     present fairly the financial condition and results of operations of SMIL as
     at and for the periods therein specified, all prepared in accordance with
     generally accepted accounting principles applied on a consistent basis with
     prior years. SMIL's books of account on which the financial statements were
     prepared adequately reflect all of SMIL's items of income and expense, all
     of its assets and liabilities, and all of its accruals.

            4.4 TAXES. SMIL has filed, with appropriate governmental
     authorities, all tax and related returns required to be filed by it, and
     such returns adequately reflect all taxes payable. All federal, state,
     local, county, franchise, sales, use, excise, property, and other taxes due
     and payable have been paid except those being contested in good faith, and
     no reserves for unpaid taxes have been set up or are required.

            4.5 AUTHORITY TO PERFORM AGREEMENT. The execution and delivery of
     this Agreement and the consummation of the Merger has been duly authorized
     by the Board of Directors of SMIL, subject to the approval of the
     shareholders of SMIL and no other corporate proceedings on the part of SMIL
     are necessary to authorize its officers to perform this Agreement. The
     execution and performance of this Agreement by SMIL does not violate, or
     result in a breach of, or constitute a default under, any judgment, order,
     or decree to which SMIL may be subject, nor does such execution or
     performance violate any provision of SMIL's Articles of Incorporation or
     By-Laws. Neither the execution and delivery of this Agreement nor the
     consummation of the Merger will result in the creation or imposition of any
     lien, charge, or encumbrance, upon any of the property or assets of SMIL
     pursuant to the terms of, or conflict in any way with the provisions of, or
     constitute a default under, or require the consent of any other party to,
     any indenture, agreement, lease, or other instrument to which SMIL is a
     party. The execution of this Agreement and the consummation of the Merger
     does not require the approval or consent of any governmental authority.


                                      A-3

<PAGE>




            4.6 LIABILITIES. SMIL has no liabilities or obligations of any
     nature or kind or any amount whatsoever, whether absolute or contingent,
     known or unknown, accrued or unaccrued, due or to become due, or otherwise,
     except: (a) to the extent reflected in the financial statements, which will
     not exceed $1.7 million on a final settlement (b) as disclosed on SCHEDULE
     1.3 attached hereto, and (c) those that will be incurred in or as a result
     of the ordinary course of business.

            4.7 LITIGATION. SMIL has not been informed in writing of any claim
     (product liability or otherwise), arbitration, or litigation (at law or in
     equity) affecting SMIL's business or assets, and there is no proceeding or
     investigation before any commission or other administrative or regulatory
     authority pending or filed or, to the best knowledge of SMIL, threatened
     against or affecting SMIL or SMIL's business or assets.

            4.8 ABSENCE OF CERTAIN CHANGES. Except as set forth in SCHEDULE 1.4
     or as specifically contemplated by this Agreement, since April 16, 2000,
     SMIL has not:

                   (a) suffered any material adverse change in its working
            capital, financial condition, assets, liabilities, business, or
            prospects, or suffered any material casualty loss (whether or not
            insured);

                   (b) made any change in business or operations or in the
            manner of conducting business, other than changes in the ordinary
            course of business;

                   (c) incurred any obligations or liabilities (whether
            absolute, accrued, contingent, or otherwise, and whether due or to
            become due), except items incurred in the ordinary course of
            business and consistent with past practice;

                   (d) paid, discharged or satisfied any claim, lien,
            encumbrance or liability other than in the ordinary course of
            business and consistent with past practice;

                   (e) other than the ordinary course of its business, declared,
            paid, made, or set aside for payment of any distribution in respect
            of its shareholders or directly or indirectly redeemed, purchased or
            otherwise acquired any shares of its capital stock;

                   (f) made any changes in any method of accounting or
            accounting practice;

                   (g) granted any increase in the compensation of any
            shareholder, employee, or agent of SMIL;

                   (h) entered into, amended or terminated any material
            contract, agreement or license to which SMIL is a party; or

                   (i) has not moved any stock unless the recipient has fully
            paid for the same stock.

            4.9 DISCLOSURE. To the best knowledge of SMIL and its officers and
     directors, neither this Agreement nor any schedule, exhibit, list,
     certificate or other instrument or document delivered to HOAN pursuant to
     this Agreement by or on behalf of SMIL contains any untrue statement of
     material fact or omits to state any material fact required to be stated
     herein or therein



                                      A-4

<PAGE>


     or necessary to make the statements, representations or warranties, and
     information contained herein or therein not misleading.

     5. REPRESENTATIONS AND WARRANTIES OF HOAN. HOAN represents and warrants to
SMIL the following:

            5.1 ORGANIZATION IN GOOD STANDING. HOAN is a corporation duly
     organized, validly existing, and in good standing under the laws of the
     State of IDAHO and is qualified to do business in all jurisdictions where
     such qualification is necessary. HOAN has all power and authority to
     execute and deliver this Agreement and consummate the Merger. HAC is a
     corporation duly organized validly existing, and in good standing under the
     laws of the State of Delaware, and is qualified to do business in all
     jurisdictions where such qualification is necessary. HAC has all power and
     authority to execute and deliver this Agreement and consummate the Merger.

            5.2 CAPITALIZATION. The authorized capital stock of HOAN consists of
     100 million of common class A shares, 100 million of common class B shares
     and 50 million preferred shares. There are currently 160 million shares of
     common stock issued and outstanding as of the date of this Agreement.
     Except as noted on SCHEDULE 1.5, no unissued shares of HOAN Common Stock or
     any other securities of HOAN are at present subject or, on the Effective
     Date, shall be subject to any warrants, options, rights, or commitments of
     any character, kind, or nature, which would obligate HOAN to issue any
     additional shares of its common stock or any other equity security to any
     person. No unissued shares of HOAN common stock are subject to any liens,
     proxies, charges, or encumbrances of any nature created by HOAN or pursuant
     to any agreement to which HOAN is a party. Immediately prior to the Closing
     Date, HOAN will have no more than 160 million shares of stock outstanding.

            5.3 FINANCIAL STATEMENTS. HOAN has delivered to SMIL financial
     statements and tax returns for the year ended 2000. The financial
     statements and tax returns are true and correct in all material respects
     and presents and present fairly the financial condition and results of
     operations of HOAN as at and for the periods therein specified, all
     prepared in accordance with generally accepted accounting principles
     applied on a consistent basis with prior years. HOAN's books of account on
     which the financial statements were prepared adequately reflect all of
     HOAN's items of income and expense, all of its assets and liabilities, and
     all of its accruals.

            5.4 TAXES. HOAN and HAC have filed, with appropriate governmental
     authorities, all tax and related returns required to be filed by it, and
     such returns adequately reflect all taxes payable. All federal, state,
     local, county, franchise, sales, use, excise, property, and other taxes due
     and payable have been paid except those being contested in good faith, and
     no reserves for unpaid taxes have been set up or are required.

            5.5 AUTHORITY TO PERFORM AGREEMENT. The execution and delivery of
     this Agreement and the consummation of the Merger has been duly authorized
     by the Board of Directors of HOAN and HAC and no other corporate
     proceedings on the part of either entity are necessary to authorize its
     officers to perform this Agreement. The execution and performance of this
     Agreement by HOAN and HAC does not violate, or result in a breach of, or
     constitute a default under, any judgment, order, or decree to which HOAN or
     HAC is subject or any provision of the Articles of Incorporation or By-Laws
     of HOAN and HAC. Neither the execution and delivery of this Agreement nor
     the consummation of the Merger will result in the creation or imposition of
     any lien, charge, or encumbrance, upon any of the property or assets of
     HOAN or HAC pursuant to the terms of, or conflict in any way with the
     provisions of, or constitute a default under, or


                                      A-5

<PAGE>


     require the consent of any other party to, any indenture, agreement, lease,
     or other instrument to which HOAN or HAC is a party. The execution of this
     Agreement and the consummation of the Merger does not require the approval
     or consent of any governmental authority.

            5.6 LIABILITIES. HOAN and HAC have no liabilities or obligations of
     any nature or kind or any amount whatsoever, whether absolute or
     contingent, known or unknown, accrued or unaccrued, due or to become due,
     or otherwise, except: (a) to the extent reflected in the financial
     statements, (b) as disclosed on SCHEDULE 1.6 attached hereto, and (c) those
     that will be incurred in or as a result of the ordinary course of business.

            5.7 LITIGATION. HOAN and HAC have not been informed in writing of
     any claim (product liability or otherwise), arbitration, or litigation (at
     law or in equity) affecting the business or assets of HOAN or HAC and there
     is no proceeding or investigation before any commission or other
     administrative or regulatory authority pending or filed or, to the best
     knowledge of HOAN threatened against or affecting HOAN or HAC.

            5.8 MATERIAL CONTRACTS. All material contracts, agreements,
     commitments, and instruments to which HOAN or HAC is subject and by which
     it is bound, are listed on SCHEDULE 1.7, and true and correct copies have
     been delivered to SMIL. All such contracts are in full force and effect,
     there have been no threatened cancellations thereof, there are no
     outstanding disputes thereunder, and there does not exist any default in
     any material respect or event which is a breach or default in any material
     respect of the terms of such contract.

            5.9 ABSENCE OF CERTAIN CHANGES. Except as set forth in SCHEDULE 1.8,
     or as specifically contemplated by this Agreement, since April 16, 2001,
     HOAN and HAC have not:

                   (a) suffered any material adverse change in its working
            capital, financial condition, assets, liabilities, business, or
            prospects, or suffered any material casualty loss (whether or not
            insured);

                   (b) made any change in business or operations or in the
            manner of conducting business, other than changes in the ordinary
            course of business;

                   (c) incurred any obligations or liabilities (whether
            absolute, accrued, contingent, or otherwise, and whether due or to
            become due), except items incurred in the ordinary course of
            business and consistent with past practice;

                   (d) paid, discharged or satisfied any claim, lien,
            encumbrance or liability other than in the ordinary course of
            business and consistent with past practice;

                   (e) other than the ordinary course of its business, declared,
            paid, made, or set aside for payment of any distribution in respect
            of its shareholders or directly or indirectly redeemed, purchased or
            otherwise acquired any shares of its capital stock;

                   (f) made any change in any method of accounting or accounting
            practice;

                   (g) granted any increase in the compensation of any
            shareholder, employee, or agent of HOAN or HAC;

                   (h) entered into, amended or terminated any material
            contract, agreement or license to which HOAN or HAC is a party; or


                                      A-6

<PAGE>


            5.10 INSURANCE. All insurance policies under which HOAN or HAC is
     insured are listed on SCHEDULE 1.9, attached hereto, and true and correct
     copies have been delivered to SMIL.

            5.11 DISCLOSURE. To the best knowledge of HOAN neither this
     Agreement nor any schedule, exhibit, list, certificate or other instrument
     or document delivered to SMIL pursuant to this Agreement by or on behalf of
     HOAN or HAC contains any untrue statement of material fact or omits to
     state any material fact required to be stated herein or therein or
     necessary to make the statements, representations or warranties, and
     information contained herein or therein not misleading. HOAN specifically
     acknowledges that HOAN is not a reporting company under the Securities
     Exchange Act of 1934.

     6. MISCELLANEOUS

            6.1 FURTHER ASSURANCES.

                   (a) Each party agrees to cooperate with the other party to
            effect the transactions contemplated hereunder. Without limiting the
            generality of the foregoing, each of the parties shall execute,
            deliver and perform such agreements, documents and instruments as
            the other party may request in order to fully perform and carry out
            the terms and provisions of this Agreement. Each of the parties
            agrees to use all reasonable efforts to take, or cause to be taken,
            all actions, and to do, or cause to be done, and to assist and
            cooperate with the other party in doing all things necessary, proper
            or advisable to consummate and make effective, in the most
            expeditious manner practicable the Merger and the other transactions
            contemplated by this Agreement, including (i) the obtaining of all
            other necessary actions or inactions, waivers, consents and
            approvals from governmental or regulatory entities and the making of
            all other necessary registrations and filings, (ii) the obtaining of
            all necessary consents, approvals or waivers from third parties,
            (iii) the preparation of the proxy statement/prospectus/information
            statement and (iv) the execution and delivery of any additional
            instruments necessary to consummate the transactions contemplated
            by, and to fully carry out the purposes of, this Agreement.

                   (b) SPECIFIC PERFORMANCE.

            Each of the parties executing this Agreement ("Parties")
            acknowledges and agrees that the other Parties would be damaged
            irreparably in the event any of the provisions of this Agreement
            are not performed in accordance with their specific terms or
            otherwise are breached. Accordingly, each of the Parties agrees
            that the other Parties shall be entitled to an injunction or
            injunctions to prevent breaches of the provisions of this Agreement
            and to enforce specifically this Agreement and the terms and
            provisions hereof in any action instituted in any court of the
            United States or any states thereof having jurisdiction over the
            Parties and the matter, in addition to any other remedy to which
            they may be entitled, at law or in equity.

            6.2 COOPERATION. From the date hereof through the Effective Date,
     SMIL and HAC and HOAN will each cooperate in good faith and use their best
     efforts to close the Merger on Monday May 21, 2001.


                                      A-7

<PAGE>


            6.3 LOCKUP AGREEMENT. Those officers and directors of SMIL listed on
     SCHEDULE 2.1 will enter into a lockup agreement in the form attached
     hereto.

            6.4 FULL ACCESS. SMIL will permit representatives of HOAN to have
     full access at all reasonable times, and in a manner so as not to interfere
     with the normal business operations of SMIL to all premises, properties,
     personnel, books, records (including tax records), contracts, and documents
     of or pertaining to SMIL, HOAN will treat and hold as such any Confidential
     Information it receives from SMIL.

            6.5 EXCLUSIVITY. SMIL will not solicit, initiate, or encourage the
     submission of any proposal or offer from any person relating to the
     acquisition of the capital stock or assets of SMIL (including any
     acquisition structured as a merger, consolidation, or share exchange). No
     shopping.

            6.6 ANNOUNCEMENTS. Subsequent to the date hereof, SMIL and HOAN will
     consult with each other prior to any public announcement relating to
     transactions contemplated hereby, and will not make or otherwise make any
     public announcements without the express written approval of the other.

     7. CONDITIONS PRECEDENT TO CLOSING.

            7.1 CONDITIONS TO THE OBLIGATION OF SMIL AND HOAN AND HAC TO CLOSE.
     The obligation of the parties to consummate the transactions to be
     performed by them in connections with the Closing is subject to
     satisfaction of the following conditions:

                   (a) This Agreement and the Merger shall have received the
            requisite approval of more than 50% of the common shareholders.

                   (b) The representations and warranties of the parties as set
            forth herein shall be true and correct in all material respects at
            and as of the Closing Date;

                   (c) The parties shall have performed and compiled with all of
            their covenants and agreements hereunder in all material respects
            through the Closing;

                   (d) All actions to be taken by the parties in connection with
            consummation of the transactions contemplated hereby and all
            certificates, opinions, instruments, and other documents required to
            effect the transactions contemplated hereby will be reasonably
            satisfactory in form and substance.

The parties may waive any condition specified in this Agreement if they execute
a writing so stating prior to the Closing.

     8. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.

            8.1 SURVIVAL OF REPRESENTATIONS. The representations and warranties
     given hereunder shall survive for a period of one (1) year following the
     Effective Date.

            8.2 INDEMNIFICATION BY HOAN. HOAN shall indemnify, hold harmless,
     and reimburse SMIL, its officers and directors, from and against any and
     all claims, losses, damages,


                                      A-8

<PAGE>


     liabilities, diminution of value and costs and related expenses (including,
     but to limit of the assets of SMIL, settlement costs and any legal or other
     fees or expenses for investigating or defending any actions or threatened
     actions), whether or not involving a third party claim, reasonably incurred
     by SMIL in connection with any of the following:

                   (a) any misrepresentation or breach of any warranty made by
            HOAN or HAC under this Agreement;

                   (b) the non-fulfillment or breach of any covenant, agreement,
            or obligation of HOAN or HAC contained in or contemplated by this
            Agreement; and

                   (c) any obligations related to or arising from the business
            of HOAN or HAC prior to the Effective Date.

            8.3 INDEMNIFICATION BY SMIL. SMIL shall indemnify, defend, and hold
     harmless HOAN from and against any and all claims, losses, damages,
     liabilities, diminution of value and costs and related expenses (including,
     without limitation, settlement costs and any legal or other fees or
     expenses for investigating or defending any actions or threatened actions),
     whether or not involving a third party claim, reasonably incurred by HOAN
     in connection with any of the following:

                   (a) any misrepresentation or breach of any warranty made by
            SMIL under this Agreement;

                   (b) the non-fulfillment or breach or any covenant, agreement,
            or obligation of SMIL contained in or contemplated by this
            Agreement; and

                   (c) any obligations related to or arising from SMIL's
            business after the Effective Date.

            8.4 PROCEDURE. The indemnified parties shall promptly notify the
     indemnifying party of any claim, demand, action or proceeding for which
     indemnification will be sought under this Paragraph 9, and, if such claim,
     demand, action or proceeding is a third party claim, demand, action or
     proceeding, the indemnifying party will have the right, at its expense, to
     assume the defense thereof using counsel reasonably acceptable to the
     indemnified party. The indemnified party shall have the right to
     participate, at its own expense, with respect to any such third party
     claim, demand, action or proceeding, the parties hereto shall cooperate
     with each other and provide each other with access to relevant books and
     records in their possession. No such third party claim, demand, action or
     proceeding shall be settled without the prior written consent of the
     indemnified party, which consent shall not be unreasonably withheld. If a
     firm written offer is made to settle any such third party claim, demand,
     action or proceeding and the indemnifying party proposes to accept such
     settlement and the indemnified party refuses to consent to such settlement,
     then: (i) the indemnifying party shall be excused from, and the indemnified
     party shall be solely responsible for, all further defense of such third
     party claim, demand, action or proceeding; and (ii) the maximum liability
     of the indemnifying party relating to such third party claim, demand,
     action or proceeding shall be the amount of the proposed settlement if the
     amount thereafter recovered from the indemnified party on such third party
     claim, demand, action or proceeding is greater than the amount of the
     proposed settlement.


                                      A-9

<PAGE>


     9. MISCELLANEOUS PROVISIONS.


            9.1 MODIFICATION. This Agreement may be altered or amended in whole
     or in part at any time, but only in a written instrument signed by the
     parties hereto.

            9.2 PERFORMANCE OF NECESSARY ACTS. Each party agrees to perform any
     further acts and to execute and deliver any additional documents that may
     be reasonably necessary to carry out the provisions of this Agreement.

            9.3 EXPENSES. SMIL and HOAN shall be responsible for their
     respective costs and expenses incurred in connection with this Agreement.

            9.4 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
     parties and their heirs, legal representatives, successors, and assigns.

            9.5 NOTICES. Any notice required hereunder shall be deemed to have
     been validly given if delivered by certified mail, return receipt
     requested, postage prepaid and addressed to the parties at the following
     addresses:

               If to SMIL                Streamedia Communications, Inc.
                                         Attn: Henry Siegel
                                         244 W 54 St,
                                         12th Floor,
                                         New York, NY 10019

               If to HOAN                HOA Networks, Corp.
                                         Attn: John Velasco-Mills
                                         6760 Jimmy Carter Blvd,
                                         Suite 135,
                                         Norcross, GA 30071

               If to HAC                 HOA Acquisition, Corp.
                                         Attn: John Velasco-Mills
                                         244 W 54 St
                                         12th Floor,
                                         New York, NY 10019

            9.6 SEVERABILITY. Should any one or more of the provisions hereof be
     determined to be illegal or unenforceable, all other provisions hereof
     shall be given effect separately therefrom and shall not be affected
     thereby.

            9.7 ATTORNEY'S FEES. In any action at law or in equity to enforce
     any of the provisions or rights under this Agreement, the unsuccessful
     party of such litigation, as determined by the tribunal in a final judgment
     or decree, shall pay the successful party's or parties' costs, expenses and
     reasonable attorney's fees incurred therein by such party or parties
     (including without limitation such costs, expenses and fees on any
     appeals), and if such successful party shall recover judgment in any such
     actions or proceeding, such costs, expenses and attorney's fees shall be
     included as part of such judgment.

                                      A-10

<PAGE>


            9.8 GOVERNING LAW. It is the intention of the parties that the laws
     of the State of Georgia should govern the validity of this Agreement, the
     construction of its terms, and the interpretation of the rights and duties
     of the parties.

            9.9 SEPARATE COUNTERPARTS. This Agreement may be executed in
     separate counterparts that shall collectively and separately be considered
     one and the same Agreement.

            9.10 ARBITRATION. In the event of any controversy arising under this
     Agreement, the same shall be submitted to arbitration in accordance with
     the rules then in effect for the American Arbitration Association ("AAA"),
     and any decision made in accordance with such rules shall be binding upon
     all parties in interest. Each party shall bear its own expenses.

     IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.

Streamedia Communications, Inc.           HOA Acquisition, Corp.


By:                                       By:
   ----------------------------------        ----------------------------------

Title:                                    Title:
      -------------------------------           -------------------------------


HOA Networks, Corp.


By:
   ----------------------------------

Title:
      -------------------------------


                                      A-11


<PAGE>


                                   Exhibit 2.1

                             SHARE LOCK-UP AGREEMENT

     THIS AGREEMENT is made this __________ day of ____________, 1997, by and
between _______________________, a ______________ corporation ("__________") and
______________ and __________________, both directors of _______________________
("__________") and majority stock holders of more than 70% of the controlling
votes of __________, (collectively referred to as "Directors").

     WHEREAS, Directors are all of the Directors of __________ and are also
shareholders of __________;

     WHEREAS, pursuant to that certain Plan and Agreement of Merger dated
___________, ("Merger Agreement"), __________ was merged with and into
__________; and

     WHEREAS, as a condition to the merger, the Directors agreed to restrict the
sale of their shares in __________ for a period of 6 months.

     NOW, THEREFORE, in consideration of the foregoing and the covenants and
conditions contained herein, the parties hereto agree as follows:

     LOCK-UP OF SHARES. For a period of one year from the date hereof, the
Directors agree to deposit the following shares with Jeffrey M. Steinberg,
Counsel for the Issuer at 32 Commerce Street, Springfield, NJ 07081. Such shares
constitute all of the shares owned by the Directors in __________:

                           Name of Director          Shares (Post Split)

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

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

     At the end of the three (3) month period, the certificates representing the
above shares shall be returned to each Director at the address on the signature
page hereto.

     This Agreement may be signed in counterparts.

     IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.


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

By
  ----------------------------------------

Title
      ------------------------------------


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


     The undersigned agrees to hold the __________ shares under the terms of
this Agreement.

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

                                      B-1
<PAGE>


                         STREAMEDIA COMMUNICATIONS, INC.
                        244 West 54th Street, 12th Floor,
                            New York, New York 10019
                                 (212) 445-1700

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS



The undersigned hereby appoints Henry Siegel as proxy with the power to appoint
his or their successor, and hereby authorizes them to represent and to vote, as
designated below, all the shares of Common Stock of STREAMEDIA COMMUNICATIONS,
INC. ("Company") that the undersigned would be entitled to vote if personally
present at the Special Meeting of stockholders to be held on June 7, 2001, at
2:00 p.m. (local time), at 244 West 54th Street, 12th Floor, New York, New York
10019 and at any and all adjournments thereof.





1.   Approval of the Amendment to the Company's Certificate of Incorporation to
     implement a share consolidation.



                   FOR _______ AGAINST _________ ABSTAIN _____

2.   Approval of the Amendment to the Company's Certificate of Incorporation to
     increase the number of authorized shares.

                   FOR _______ AGAINST _________ ABSTAIN _____


3.   Adoption and approval of the agreement to merge with and into HOA Networks.

                   FOR _______ AGAINST _________ ABSTAIN _____

4.   In their discretion, the proxies are authorized to vote upon such other
     business (including any extension or adjournment thereof) as may properly
     come before the Meeting.

                   FOR _______ AGAINST _________ ABSTAIN _____


This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted "FOR" the Board's proposal, and in the proxy holder's discretion, any such
other business as may properly come before the Meeting.


Please sign exactly as your name appears on your share certificates. When shares
are held by joint tenants, all joint tenants should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If the signatory is a corporation, please sign the full corporate name
by the president or another authorized officer. If the signatory is a
partnership, please sign in the partnership's name by an authorized person.


<PAGE>


         Name (Print)                        Name (Print) (if held jointly)


---------------------------------------  ---------------------------------------
Date:

-------------------------------------------------------
Signature:                              Signature (if held jointly):


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


--------------------------------------------------------------------------------
(Address)                               (Address)


--------------------------------------------------------------------------------
(City, State, Zip)                      (City, State, Zip)

        I will ___ attend the meeting. Number of persons to attend _____.
                       I will not ____ attend the meeting.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.


