WIRE ONE TECHNOLOGIES INC
AMENDMENT AGREEMENT NO. 2
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>d52378_ex10-1.txt
<DESCRIPTION>AMENDMENT AGREEMENT NO. 2
<TEXT>

                                                                    Exhibit 10.1

                      WAIVER AND AMENDMENT AGREEMENT NO. 2

      WAIVER AND AMENDMENT AGREEMENT NO. 2 (this "Agreement") dated as of
October 31, 2002 to the CREDIT AGREEMENT, dated as of May 31, 2002, as amended
(as the same may be further amended, restated, modified or supplemented from
time to time, the "Credit Agreement"), among WIRE ONE TECHNOLOGIES, INC. (the
"Borrower"), the lenders named therein (the "Lenders") and JPMORGAN CHASE BANK,
as administrative agent for the Lenders (the "Administrative Agent"). All
capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Credit Agreement.

      WHEREAS, the Borrower has requested that the Required Lenders waive
certain provisions of the Credit Agreement and agree to amend certain provisions
of the Credit Agreement.

      NOW, THEREFORE, the parties agree as follows:

      SECTION 1. WAIVER TO THE CREDIT AGREEMENT

            1.1 The Required Lenders hereby waive the minimum EBITDA set forth
in Section 6.12 of the Credit Agreement solely for the three fiscal quarters
ended September 30, 2002, provided that the minimum EBITDA for such three fiscal
quarter period is not less than ($6,000,000).

      SECTION 2. AMENDMENT TO THE CREDIT AGREEMENT

            2.1 The definition of "Availability Block" in Section 1.01 of the
Credit Agreement is hereby amended in its entirety to read as follows:

            "Availability Block" means (i) prior to November 29, 2002,
$4,000,000, (ii) on or after November 29, 2002, $5,500,000, or (iii) if at any
time (A) the Leverage Ratio is less than or equal to 4.00:1.00 for two
consecutive fiscal quarters (and based on projections satisfactory to the
Lenders, the Leverage Ratio will be less than or equal to 4.00:1.00 for the
subsequent consecutive four fiscal quarters) and (B) the Fixed Charge Coverage
Ratio is equal to or greater than 1.25:1.00 for two consecutive fiscal quarters
(and based on projections satisfactory to the Lenders, the Fixed Charge Coverage
Ratio will be equal to or greater than 1.25:1.00 for the subsequent consecutive
four fiscal quarters), $2,500,000.

<PAGE>

      SECTION 3. CONFIRMATION OF FINANCING DOCUMENTS

            3.1 The Borrower, by its execution and delivery of this Agreement,
irrevocably and unconditionally ratifies and confirms in favor of the
Administrative Agent that the Financing Documents shall continue in full force
and effect in accordance with their terms.

      SECTION 4. CONDITIONS PRECEDENT

            This Agreement shall become effective upon the execution and
delivery of counterparts hereof by the Borrower, the Administrative Agent and
the Lenders and the fulfillment of the following conditions:

            4.1 All legal matters in connection with this Agreement shall be
satisfactory to the Administrative Agent, the Lenders and their respective
counsel in their sole discretion.

            4.2 Kaye Scholer LLP, counsel to the Administrative Agent, shall
have received payment in full for all legal fees charged, and all costs and
expenses incurred, by such counsel through the date hereof and all legal fees
charged, and all costs and expenses incurred, by such counsel in connection with
the transactions contemplated under this Agreement and the other Loan Documents
and instruments in connection herewith and therewith.

            4.3 The Administrative Agent shall have received such other
approvals, opinions or documents as the Administrative Agent may reasonably
request.

      SECTION 5. CONDITIONS SUBSEQUENT

            5.1 On or before November 14, 2002, the Administrative Agent shall
have received a warrant reasonably satisfactory to the Administrative Agent for
the purchase of 100,000 shares of common stock of the Borrower at an exercise
price per share equal to the market value of the common stock of the Borrower as
of the close of business on the date of delivery of such warrant.

            5.2 In connection with the warrant referred to above, the
Administrative Agent shall have received a written opinion of counsel for the
Borrower, covering such matters as reasonably requested by the Administrative
Agent and its counsel with respect to such warrant and otherwise in form and
substance reasonably satisfactory to the Administrative Agent and its counsel.


                                       2
<PAGE>

      SECTION 6. MISCELLANEOUS

            6.1 The Borrower reaffirms and restates the representations and
warranties set forth in Article III of the Credit Agreement, after giving effect
to the transactions contemplated herein, and all such representations and
warranties shall be true and correct on the date hereof with the same force and
effect as if made on such date (unless expressly related to an earlier date).
The Borrower represents and warrants (which representations and warranties shall
survive the execution and delivery hereof) to the Administrative Agent that:

            (a) It has the corporate power and authority to execute, deliver and
      carry out the terms and provisions of this Agreement and the transactions
      contemplated hereby and has taken or caused to be taken all necessary
      corporate action to authorize the execution, delivery and performance of
      this Agreement and the transactions contemplated hereby;

            (b) No consent of any other person (including, without limitation,
      shareholders or creditors of the Borrower), and no action of, or filing
      with any governmental or public body or authority is required to
      authorize, or is otherwise required in connection with the execution,
      delivery and performance of this Agreement;

            (c) This Agreement has been duly executed and delivered on behalf of
      the Borrower by a duly authorized officer, and constitutes a legal, valid
      and binding obligation of the Borrower, enforceable in accordance with its
      terms, subject to bankruptcy, reorganization, insolvency, moratorium and
      other similar laws affecting the enforcement of creditors' rights
      generally and the exercise of judicial discretion in accordance with
      general principles of equity; and

            (d) The execution, delivery and performance of this Agreement will
      not violate any law, statute or regulation, or any order or decree of any
      court or governmental instrumentality, or conflict with, or result in the
      breach of, or constitute a default under any contractual obligation of the
      Borrower.

            6.2 Except as herein expressly amended, the Credit Agreement is
ratified and confirmed in all respects and shall remain in full force and effect
in accordance with its terms.

            6.3 All references to the Credit Agreement in the Credit Agreement
and the other Financing Documents and the other documents and instruments
delivered pursuant to or in connection therewith shall mean the Credit Agreement
as amended hereby and as may in the future be amended, restated, supplemented or
modified from time to time.

            6.4 This Agreement constitutes a Financing Document under the Credit
Agreement.

            6.5 This Agreement may be executed by the parties hereto
individually or in combination, in one or more counterparts, each of which shall
be an original and all of which shall constitute one and the same agreement.

            6.6 Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

            6.7 THIS AGREEMENT, IN ACCORDANCE WITH SECTION 5-1401 OF


                                       3
<PAGE>

THE GENERAL OBLIGATION LAW OF THE STATE OF NEW YORK, SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO ANY CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION
OF THE LAWS OF ANY OTHER JURISDICTION.

            6.8 The parties hereto shall, at any time and from time to time
following the execution of this Agreement, execute and deliver all such further
instruments and take all such further actions as may be reasonably necessary or
appropriate in order to carry out the provisions of this Agreement.

                      [Remainder Intentionally Left Blank]


                                       4
<PAGE>

            IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                                        WIRE ONE TECHNOLOGIES, INC., as Borrower

                                        By: /s/ Jonathan Birkhahn
                                            ----------------------------
                                            Name: Jonathan Birkhahn
                                            Title: EVP Business Affairs and
                                                     General Counsel


                                        JPMORGAN CHASE BANK, as Administrative
                                        Agent and Lender

                                        By: ____________________________
                                            Name:
                                            Title:

<PAGE>

            IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                                        WIRE ONE TECHNOLOGIES, INC., as Borrower

                                        By: ____________________________
                                            Name:
                                            Title:


                                        JPMORGAN CHASE BANK, as Administrative
                                        Agent and Lender

                                        By: /s/ John T. Zeller
                                            ----------------------------
                                            Name: John T. Zeller
                                            Title: Vice President

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</DOCUMENT>
