WIRE ONE TECHNOLOGIES INC
BIRKHAHN EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.40
<SEQUENCE>4
<FILENAME>d25244_ex10-40.txt
<DESCRIPTION>BIRKHAHN EMPLOYMENT AGREEMENT
<TEXT>

                           Wire One Technologies, Inc.
                                 225 Long Avenue
                           Hillside, New Jersey 07205

                                                                October 31, 2000

Mr. Jonathan Birkhahn
258 Riverside Drive, #8D
New York, New York 10025


Dear Jon:

     This letter, when accepted by you, shall constitute an employment agreement
between Wire One Technologies, Inc. (the "Company") and you. The Company and you
hereby agree as follows:

     1. The Company hereby employs you as Executive Vice President and General
Counsel for the three-year period (herein called the "Employment Period")
commencing on November 30, 2000 (the "Start Date") (it being understood that the
Employment Period shall continue on an "at will" basis following the initial
three years thereof). You accept such employment and agree to diligently and
faithfully perform such services as shall from time to time be reasonably
assigned to you, consistent with your position and title, by, or pursuant to a
resolution of, the Company's Board of Directors or its senior management, and to
diligently and faithfully devote your entire business time, skill and attention
to the performance of such services. You shall be required to report only to the
Company's President and Chief Executive Officer, and your base of operations
shall be at the Company's main office in New York City, provided that your
services shall be performed periodically in the Company's New Jersey
headquarters.

     2. (a) Your base salary compensation for the one-year period of the
Employment Period commencing on (i) the Start Date shall be payable at the
annual rate of $235,000, (ii) the first anniversary of the Start Date shall be
payable at the annual rate of $260,000 and (iii) the second anniversary of the
Start Date shall be payable at the annual rate of $285,000. During each year of
the Employment Period, you shall also be entitled to a bonus if the Company, in
its sole discretion, so determines. Any compensation payable pursuant to this
paragraph 2(a) shall be paid in accordance with the Company's normal payroll
policy.

        (b) Subject to the provisions of this subparagraph (b), the Company
agrees to grant to you on the Start Date a stock option (the "Option") under the
Company's 2000 Stock Incentive Plan (the "Plan") to purchase 250,000 shares of
the Company's common stock (the "Common Stock"), at an exercise price equal to
the closing price of the common stock on the NASDAQ National Market on the Start
Date. Your right to exercise the Option shall vest as follows: 25% (i.e., as to
62,500 shares of Common Stock) on the date that is six months following the
Start Date; 25% on the first anniversary of the Start Date; 25% on the second
anniversary of the Start Date and 25% on the final day of the Employment Period,
provided that, in the event of a "Change




<PAGE>

in Control" (as that term is defined in the Plan), your right to purchase all
shares subject to the Option that are not then vested shall automatically,
without any further action, immediately vest.

        The foregoing, as well as such other terms and conditions as the Company
may deem appropriate, shall be set forth in a definitive stock option agreement
in the Company's customary form. Your rights as an optionee shall, to the extent
not inconsistent with this agreement, be governed by the terms of such stock
option agreement and the Plan. The Company shall cause the shares of Common
Stock issuable upon the exercise of the Option to be registered on Form S-8
and/or Form S-3 (or any successor form) under the Securities Act of 1933, as
amended.

        (c) You shall be entitled to (i) participate on the same basis as the
other senior executives (i.e., executive vice president or higher) of the
Company in any health insurance, hospitalization, life insurance, 401(k),
profit-sharing, car allowance or other employee benefit plan in effect with
respect to such senior executives, (ii) four weeks' paid vacation annually, to
be scheduled consistent with the Company's reasonable business requirements,
(iii) reimbursement of expenses reasonably incurred by you in connection with
the performance of your duties hereunder, provided that you promptly furnish
documentation therefor reasonably satisfactory to the Company and (iv) the same
caliber of air, hotel and other travel arrangements as the other senior
executives of the Company.

     3. (a) In the event of your death, the Employment Period shall
automatically terminate, effective upon the date of your death. In the event
that you are unable to perform the duties required of you pursuant to this
Agreement for either one hundred twenty (120) consecutive days, or one hundred
eighty (180) days in the aggregate, during the Employment Period by reason of
illness or other physical incapacity, the Company may, after the expiration of
such period, terminate the Employment Period.

        (b) In the event that the Company terminates the Employment Period
without Cause (without limitation of your other rights and remedies in such
event), (i) your right to exercise the Option shall nevertheless continue to
vest in accordance with subparagraph 2(b) and (ii) you shall not be under any
obligation to attempt to mitigate your damages arising from such termination nor
shall the Company be entitled to offset against such damages any of your
earnings from sources other than the Company during the one-year period
following such termination. For purposes of this agreement, "Cause" is defined
as your failure to perform services, or to comply with any of your other
covenants, under this agreement, which failure is material to this agreement and
remains uncured for five (5) business days following your receipt of written
notice thereof from the Company.



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<PAGE>

     4. Except as required in connection with the performance of your services
to the Company, you shall not, during or after the termination of the Employment
Period, use or disclose to any person, partnership or corporation any
confidential business information or trade secrets of the Company obtained or
learned by you during the Employment Period. You also agree that you shall not,
for a period of one (1) year following the termination of the Employment Period,
induce any employee of the Company to terminate his or her employment with the
Company.

     5. You hereby agree that all ideas, creations, improvements and other works
of authorship created, developed, written or conceived by you at any time during
the Employment Period are works for hire within the scope of your employment and
shall be the property of the Company free of any claim whatever by you or any
person claiming any rights or interests through you.

     6. You hereby agree to indemnify and hold the Company harmless from and
against any and all loss, damage, cost and expense, including reasonable
attorneys' fees, incurred by the Company as a result of, arising out of or in
connection with a violation of any term or condition of this Agreement required
to be performed or observed by you. The Company hereby agrees to indemnify and
hold you harmless from and against any and all loss, damage, liability, cost and
expense, including reasonable attorneys' fees, incurred by you as a result of,
arising out of or in connection with (i) a violation of any term or condition of
this Agreement required to be performed or observed by the Company or (ii) your
performance of your services in accordance with this agreement.

     7. This agreement shall be governed by, and construed in accordance with,
the laws of the State of New Jersey and constitutes the entire agreement, and
shall supersede any prior agreement, between the parties hereto on the subject
matter hereof. No waiver or modification of the terms or conditions hereof shall
be valid unless in writing signed by the party to be charged and only to the
extent therein set forth. This agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, assigns, heirs,
administrators and executors.


                                               Yours very truly,

                                               WIRE ONE TECHNOLOGIES, INC.

                                               By:
                                                   -----------------------------
                                                   Richard Reiss
                                                   President and CEO
ACCEPTED

-----------------------
Jonathan Birkhahn


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