Iteris Holdings Inc. Completes Financing

ANAHEIM, Calif.--May 2, 20040, 2004--Iteris Holdings (OTCBB:ITRSA) (OTCBB:ITRSB), announced today that it has completed the issuance of $10.1 million of its subordinated convertible debentures to a group of institutional investors. The issuance, net of placement commissions, yielded net proceeds of approximately $9.5 million to the company. Buyers of the debentures included certain members of the Iteris management team, including Greg Miner, chairman of Iteris Inc., and Jack Johnson, CEO of Iteris Inc.

As previously announced, the debentures are due in five years, provide for 6 percent annual interest, payable quarterly, and are convertible into the common stock of Iteris Holdings at a price of $3.61 per share. Friend & Co., the investment banking division of B. Riley & Co., acted as placement agent.

Commenting on the transaction, Miner stated: "The proceeds from this financing will be used to facilitate the $17.5 million repurchase of the preferred minority shareholding interests in our Iteris Subsidiary currently held by DaimlerChrysler and GIC. Daimler will continue to be a common stockholder of the company. Iteris Holdings presently owns approximately 60 percent of Iteris Inc. With the $17.5 million repurchase, Iteris Holdings will be acquiring 3,124,914 preferred shares from the preferred minority shareholders. We expect to have the repurchase completed shortly, and to quickly move forward to merge the remainder of the minority interest into Iteris Holdings as we continue to simplify our capital structure."

Miner added: "In an effort to simplify our capital structure, the board of directors of Iteris Holdings recently approved plans to convert the A and B stock of Iteris Holdings into a single class of common stock. The proposed merger and the conversion of B shares into A shares will create a capital structure consisting of a single company and a single class of traded common stock that will provide a solid base to support the growth of the business."

About Iteris Holdings Inc.

Iteris Holdings Inc. is the majority shareholder of Iteris Inc., a leading provider of outdoor machine vision systems and sensors that enhance driver safety and optimize the flow of traffic. The company has combined outdoor image processing, traffic engineering, and information technology to offer a broad range of transportation and safety solutions. Iteris Holdings and Iteris Inc. have headquarters in Anaheim. Investors are encouraged to contact the company at 714-774-5000, or at www.iteris.com.

About Friend & Co.

With headquarters in Newport Beach, Calif., Friend & Co. specializes in capital formation through institutional private placements of equity and subordinated debt, merger and acquisition activities and public securities issuance for middle market companies.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:

This release contains forward-looking statements based on our current expectations, estimates and projections about our industry, management's beliefs, and certain assumptions made by us. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "will" and variations of these words or similar expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our pending repurchase of the minority interest and merger. These statements speak only as of the date hereof and are subject to change. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. Important factors that may cause such a difference include, but are not limited to, the negotiation of merger and repurchase agreements, the market price of our Class A common stock, our operating results and general economic, political and market conditions. Further information on Iteris Holdings Inc., including additional risk factors that may affect our forward looking statements, is contained in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our other SEC filings that are available through the SEC's EDGAR database (www.sec.gov) or from the company.