Exhibit 10.61


             AMENDMENT NO. 1 TO NOTE AND WARRANT PURCHASE AGREEMENT

         AMENDMENT NO. 1, dated as of May 14, 2003 (this "Amendment"), by and
among Wire One Technologies, Inc., a Delaware corporation (the "Company"), and
the purchasers listed on the signature pages hereto, to the Note and Warrant
Purchase Agreement (the "Purchase Agreement") dated as of December 17, 2002 by
and among the Company and the purchasers listed therein (the "Purchasers").
Capitalized terms not otherwise defined herein shall have the meanings assigned
to such terms in the Purchase Agreement.

                              W I T N E S S E T H :
                               - - - - - - - - - -

         WHEREAS, the Purchase Agreement provides for the issuance and sale of
Subordinated Convertible Promissory Notes and Warrants by the Company to the
Purchasers;

         WHEREAS, the parties now wish to amend the Purchase Agreement as set
forth in this Amendment;

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

         Section 1.  Amendment to the Purchase Agreement.

         1.1. Section 1(e) of the Purchase Agreement is hereby amended by
deleting the reference to the number 120% and substituting in lieu thereof the
number 100%.

         Section 2. Miscellaneous.

         2.1. Limited Effect. Except as expressly amended and modified by this
Amendment, all of the terms and provisions of the Purchase Agreement are and
shall continue to remain in full force and effect in accordance with the terms
thereof.

         2.2. Counterparts. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

         2.3. Governing law. This Amendment shall be governed by and construed
in accordance with the internal laws of the State of New York, without giving
effect to the choice of law provisions.






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

                          WIRE ONE TECHNOLOGIES, INC.


                          By: /s/ Richard Reiss
                              -------------------------------
                              Name:  Richard Reiss
                              Title: Chief Executive Officer


                          ROYAL BANK OF CANADA
                          By: Its agent RBC Dominion Securities Corporation


                          By: /s/ Steven C. Milke
                              -------------------------------
                              Name:  Steven C. Milke
                              Title: Managing Director


                          NORTH SOUND LEGACY FUND LLC (f/k/a DMG
                          Legacy Fund LLC)


                          By: /s/ Andrew Wilder
                              -------------------------------
                              Name:  Andrew Wilder
                              Title: Chief Financial Officer


                          NORTH SOUND LEGACY INSTITUTIONAL FUND LLC
                          (f/k/a DMG Legacy Institutional Fund LLC)


                          By: /s/ Andrew Wilder
                              -------------------------------
                              Name:  Andrew Wilder
                              Title: Chief Financial Officer


                          NORTH SOUND LEGACY INTERNATIONAL LTD.
                          (f/k/a DMG Legacy International Ltd.)


                          By: /s/ Andrew Wilder
                              -------------------------------
                              Name:  Andrew Wilder
                              Title: Chief Financial Officer