EXHIBIT 4.2

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR WIRE ONE TECHNOLOGIES, INC. SHALL HAVE
RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE
SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS
NOT REQUIRED.

                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                           WIRE ONE TECHNOLOGIES, INC.

                            Expires December 17, 2007

No.: DW-02-__                                         Number of Shares: ________
Date of Issuance: December 17, 2002

      FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the
undersigned, Wire One Technologies, Inc., a Delaware corporation (together with
its successors and assigns, the "Issuer"), hereby certifies that
_____________________ or its registered assigns is entitled to subscribe for and
purchase, during the period specified in this Warrant, up to
_________________________________ (__________) shares (subject to adjustment as
hereinafter provided) of the duly authorized, validly issued, fully paid and
non-assessable Common Stock of the Issuer, at an exercise price per share equal
to the Warrant Price then in effect, subject, however, to the provisions and
upon the terms and conditions hereinafter set forth. Capitalized terms used in
this Warrant and not otherwise defined herein shall have the respective meanings
specified in Section 9 hereof.

      1. Term. The right to subscribe for and purchase shares of Warrant Stock
represented hereby shall commence on December 17, 2002 and shall expire at 5:00
p.m., eastern time, on December 17, 2007 (such period being the "Term").
<PAGE>

      2. Method of Exercise Payment; Issuance of New Warrant; Transfer and
Exchange.

      (a) Time of Exercise. The Holder hereof may exercise this Warrant, in
whole or in part, at any time or from time to time during the Term, provided,
however, that if the Issuer delivers a Company Prepayment Notice (as defined in
the Notes) to the Holder and the Holder does not convert its Note into shares of
Common Stock prior to the Company Prepayment Date (as defined in the Notes),
one-half of the number of shares of Common Stock issuable upon exercise of this
Warrant shall be cancelled.

      (b) Method of Exercise. The Holder hereof may exercise this Warrant, in
whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of Warrant Stock with respect to which this Warrant is then being
exercised, payable at such Holder's election (i) by certified or official bank
check or by wire transfer to an account designated by the Issuer, (ii) by
"cashless exercise" in accordance with the provisions of subsection (c) of this
Section 2, or (iii) by a combination of the foregoing methods of payment
selected by the Holder of this Warrant.

      (c) Cashless Exercise. Notwithstanding any provisions herein to the
contrary, if a registration statement with respect to the shares of Common Stock
issuable upon the exercise of this Warrant is not in effect and the Per Share
Market Value of one share of Common Stock is greater than the Warrant Price (at
the date of calculation as set forth below), in lieu of exercising this Warrant
by payment of cash, the Holder may exercise this Warrant by a cashless exercise
and shall receive the number of shares of Common Stock equal to an amount (as
determined below) by surrender of this Warrant at the principal office of the
Issuer together with the properly endorsed Notice of Exercise in which event the
Issuer shall issue to the Holder a number of shares of Common Stock computed
using the following formula:

            X = Y - (A)(Y)
                    ------
                       B

Where       X =  the number of shares of Common Stock to be issued to the
                 Holder.

            Y =  the number of shares of Common Stock purchasable upon exercise
                 of all of the Warrant or, if only a portion of the Warrant is
                 being exercised, the portion of the Warrant being exercised.

            A =  the Warrant Price.

            B =  the Per Share Market Value of one share of Common Stock.

      (d) Issuance of Stock Certificates. In the event of any exercise of the
rights represented by this Warrant in accordance with and subject to the terms
and conditions hereof, (i) certificates for the shares of Warrant Stock so
purchased shall be dated the date of such exercise and delivered to the Holder
hereof within a reasonable time, not exceeding three (3) Trading Days after such
exercise or, at the request of the Holder, issued and delivered to the
Depository Trust Company ("DTC") account on the Holder's behalf via the Deposit
Withdrawal Agent Commission System ("DWAC") within a reasonable time, not
exceeding three (3) Trading Days
<PAGE>

after such exercise, and the Holder hereof shall be deemed for all purposes to
be the Holder of the shares of Warrant Stock so purchased as of the date of such
exercise and (ii) unless this Warrant has expired, a new Warrant representing
the number of shares of Warrant Stock, if any, with respect to which this
Warrant shall not then have been exercised (less any amount thereof which shall
have been canceled in payment or partial payment of the Warrant Price as
hereinabove provided) shall also be issued to the Holder hereof at the Issuer's
expense within such time.

      (e) Transferability of Warrant. Subject to compliance with applicable law,
this Warrant may be transferred by a Holder without the consent of the Issuer.
If transferred pursuant to this paragraph and subject to the provisions of
subsection (f) of this Section 2, this Warrant may be transferred on the books
of the Issuer by the Holder hereof in person or by duly authorized attorney,
upon surrender of this Warrant at the principal office of the Issuer, properly
endorsed (by the Holder executing an assignment in the form attached hereto) and
upon payment of any necessary transfer tax or other governmental charge imposed
upon such transfer. This Warrant is exchangeable at the principal office of the
Issuer for Warrants for the purchase of the same aggregate number of shares of
Warrant Stock, each new Warrant to represent the right to purchase such number
of shares of Warrant Stock as the Holder hereof shall designate at the time of
such exchange. All Warrants issued on transfers or exchanges shall be dated the
Original Issue Date and shall be identical with this Warrant except as to the
number of shares of Warrant Stock issuable pursuant hereto.

      (f) Representations of Holder. The holder of this Warrant, by the
acceptance hereof, represents that it is acquiring this Warrant and the Warrant
Shares for its own account for investment only and not with a view towards, or
for resale in connection with, the public sale or distribution of this Warrant
or the Warrant Shares, except pursuant to sales registered or exempted under the
Securities Act; provided, however, that by making the representations herein,
the holder does not agree to hold this Warrant or any of the Warrant Shares for
any minimum or other specific term and reserves the right to dispose of this
Warrant and the Warrant Shares at any time in accordance with or pursuant to a
registration statement or an exemption under the Securities Act. The holder of
this Warrant further represents, by acceptance hereof, that, as of this date,
such holder is an "accredited investor" as such term is defined in Rule
501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission
under the Securities Act (an "Accredited Investor"). Upon exercise of this
Warrant, other than pursuant to a Cashless Exercise, the holder shall, if
requested by the Company, confirm in writing, in a form satisfactory to the
Company, that the Warrant Shares so purchased are being acquired solely for the
holder's own account and not as a nominee for any other party, for investment
and not with a view toward distribution or resale and that such holder is an
Accredited Investor. If such holder cannot make such representations because
they would be factually incorrect, it shall be a condition to such holder's
exercise of this Warrant that the Company receive such other representations as
the Company considers reasonably necessary to assure the Company that the
issuance of its securities upon exercise of this Warrant shall not violate any
United States or state securities laws.
<PAGE>

      3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

      (a) Stock Fully Paid. The Issuer represents, warrants, covenants and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise hereunder will, upon issuance, be duly authorized,
validly issued, fully paid and non-assessable and free from all taxes, liens and
charges created by or through Issuer. The Issuer further covenants and agrees
that during the period within which this Warrant may be exercised, the Issuer
will at all times have authorized and reserved for the purpose of the issue upon
exercise of this Warrant a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.

      (b) Reservation. If any shares of Common Stock required to be reserved for
issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any governmental authority under any
federal or state law before such shares may be so issued, the Issuer will in
good faith use its reasonable best efforts at its expense to cause such shares
to be duly registered or qualified. If the Issuer shall list any shares of
Common Stock on any securities exchange or market it will, at its expense, list
thereon, maintain and increase when necessary such listing, of, all shares of
Warrant Stock from time to time issued upon exercise of this Warrant or as
otherwise provided hereunder, and, to the extent permissible under the
applicable securities exchange rules, all unissued shares of Warrant Stock which
are at any time issuable hereunder, so long as any shares of Common Stock shall
be so listed. The Issuer will also so list on each securities exchange or
market, and will maintain such listing of, any other securities which the Holder
of this Warrant shall be entitled to receive upon the exercise of this Warrant
if at the time any securities of the same class shall be listed on such
securities exchange or market by the Issuer.

      (c) Covenants. The Issuer shall not by any action including, without
limitation, amending the Certificate of Incorporation or the by-laws of the
Issuer, or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or appropriate to
protect the rights of the Holder hereof against dilution (to the extent
specifically provided herein) or impairment. Without limiting the generality of
the foregoing, the Issuer will (i) not permit the par value, if any, of its
Common Stock to exceed the then effective Warrant Price, or (ii) take all such
action as may be reasonably necessary in order that the Issuer may validly and
legally issue fully paid and nonassessable shares of Common Stock, free and
clear of any liens, claims, encumbrances and restrictions (other than as
provided herein) upon the exercise of this Warrant.

      (d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

<PAGE>

      (e) Registration Rights. The Warrant Stock of the Issuer shall be
registered under the Securities Act of 1933, as amended, on Form S-3 pursuant to
the Registration Rights Agreement dated as of the date hereof by and among the
Issuer, the Holder and the investors named therein.

      4. Adjustment of Warrant Price and Warrant Share Number. The number of
shares of Common Stock for which this Warrant is exercisable, and the price at
which such shares may be purchased upon exercise of this Warrant, shall be
subject to adjustment from time to time as set forth in this Section 4. The
Issuer shall give the Holder notice of any event described below which requires
an adjustment pursuant to this Section 4 in accordance with Section 5.

      (a) Recapitalization, Reorganization, Reclassification, Consolidation or
Merger.

            (i) In case the Issuer after the Original Issue Date shall do any of
      the following (each, a "Triggering Event"): (a) consolidate with or merge
      into any other Person and the Issuer shall not be the continuing or
      surviving corporation of such consolidation or merger, or (b) permit any
      other Person to consolidate with or merge into the Issuer and the Issuer
      shall be the continuing or surviving Person but, in connection with such
      consolidation or merger, any Capital Stock of the Issuer shall be changed
      into or exchanged for Securities of any other Person or cash or any other
      property, or (c) transfer all or substantially all of its properties or
      assets (other than Excluded Assets) to any other Person, or (d) effect a
      capital reorganization or reclassification of its Capital Stock, then, and
      in the case of each such Triggering Event, proper provision shall be made
      so that, upon the basis and the terms and in the manner provided in this
      Warrant, the Holder of this Warrant shall be entitled (x) upon the
      exercise hereof at any time after the consummation of such Triggering
      Event, to the extent this Warrant is not exercised prior to such
      Triggering Event, to receive at the Warrant Price in effect at the time
      immediately prior to the consummation of such Triggering Event in lieu of
      the Common Stock issuable upon such exercise of this Warrant prior to such
      Triggering Event, the Securities, cash and property to which such Holder
      would have been entitled upon the consummation of such Triggering Event if
      such Holder had exercised the rights represented by this Warrant
      immediately prior thereto, subject to adjustments (subsequent to such
      corporate action) as nearly equivalent as possible to the adjustments
      provided for elsewhere in this Section 4 or (y) to sell this Warrant (or,
      at such Holder's election, a portion hereof) concurrently with the
      Triggering Event to the Person continuing after or surviving such
      Triggering Event, or to the Issuer (if Issuer is the continuing or
      surviving Person) at a sales price equal to the amount of cash, property
      and/or Securities to which a holder of the number of shares of Common
      Stock which would otherwise have been delivered upon the exercise of this
      Warrant would have been entitled upon the effective date or closing of any
      such Triggering Event (the "Event Consideration"), less the amount or
      portion of such Event Consideration having a fair value equal to the
      aggregate Warrant Price applicable to this Warrant or the portion hereof
      so sold.

            (ii) Notwithstanding anything contained in this Warrant to the
      contrary, the Issuer may effect any Triggering Event if, prior to the
      consummation thereof, each Person (other than the Issuer) which may be
      required to deliver any Securities, cash or property upon the exercise of
      this Warrant as provided herein shall assume, by written instrument
      delivered to, and reasonably satisfactory to, the Holder of this Warrant,
      (A) the obligations of the Issuer under this Warrant (and if the Issuer
      shall survive the consummation of such Triggering Event, such assumption
      shall be in addition to, and

<PAGE>

      shall not release the Issuer from, any continuing obligations of the
      Issuer under this Warrant) and (B) the obligation to deliver to such
      Holder such shares of Securities, cash or property as, in accordance with
      the foregoing provisions of this subsection (a), such Holder shall be
      entitled to receive, and such Person shall have similarly delivered to
      such Holder an opinion of counsel for such Person, which counsel shall be
      reasonably satisfactory to such Holder, stating that this Warrant shall
      thereafter continue in full force and effect and the terms hereof
      (including, without limitation, all of the provisions of this subsection
      (a)) shall be applicable to the Securities, cash or property which such
      Person may be required to deliver upon any exercise of this Warrant or the
      exercise of any rights pursuant hereto.

            (iii) If with respect to any Triggering Event, the Holder of this
      Warrant has exercised its right as provided in clause (y) of subparagraph
      (i) of this subsection (a) to sell this Warrant or a portion thereof, the
      Issuer agrees that as a condition to the consummation of any such
      Triggering Event the Issuer shall secure such right of Holder to sell this
      Warrant to the Person continuing after or surviving such Triggering Event
      and the Issuer shall not effect any such Triggering Event unless upon or
      prior to the consummation thereof the amounts of cash, property and/or
      Securities required under such clause (y) are delivered to the Holder of
      this Warrant. The obligation of the Issuer to secure such right of the
      Holder to sell this Warrant shall be subject to such Holder's cooperation
      with the Issuer, including, without limitation, the giving of customary
      representations and warranties to the purchaser in connection with any
      such sale. Prior notice of any Triggering Event shall be given to the
      Holder of this Warrant in accordance with Section 13 hereof.

      (b) Stock Dividends, Subdivisions and Combinations. If at any time the
Issuer shall:

            (i) take a record of the holders of its Common Stock for the purpose
      of entitling them to receive a dividend payable in, or other distribution
      of, Additional Shares of Common Stock,

            (ii) subdivide its outstanding shares of Common Stock into a larger
      number of shares of Common Stock, or

            (iii) combine its outstanding shares of Common Stock into a smaller
      number of shares of Common Stock,

then (1) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the occurrence of such event would own or be entitled to
receive after the happening of such event, and (2) the Warrant Price then in
effect shall be adjusted to equal (A) the Warrant Price then in effect
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such adjustment.
<PAGE>

      (c) Certain Other Distributions. If at any time the Issuer shall take a
record of the holders of its Common Stock for the purpose of entitling them to
receive any dividend or other distribution of:

            (i) cash (other than a cash dividend payable out of earnings or
      earned surplus legally available for the payment of dividends under the
      laws of the jurisdiction of incorporation of the Issuer),

            (ii) any evidences of its indebtedness, any shares of stock of any
      class or any other securities or property of any nature whatsoever (other
      than cash, Common Stock Equivalents or Additional Shares of Common Stock),
      or

            (iii) any warrants or other rights to subscribe for or purchase any
      evidences of its indebtedness, any shares of stock of any class or any
      other securities or property of any nature whatsoever (other than cash,
      Common Stock Equivalents or Additional Shares of Common Stock),

then (1) the number of shares of Common Stock for which this Warrant is
exercisable shall be adjusted to equal the product of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
adjustment multiplied by a fraction (A) the numerator of which shall be the Per
Share Market Value of Common Stock at the date of taking such record and (B) the
denominator of which shall be such Per Share Market Value minus the amount
allocable to one share of Common Stock of any such cash so distributable and of
the fair value (as determined in good faith by the Board of Directors of the
Issuer) of any and all such evidences of indebtedness, shares of stock, other
securities or property or warrants or other subscription or purchase rights so
distributable, and (2) the Warrant Price then in effect shall be adjusted to
equal (A) the Warrant Price then in effect multiplied by the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to the
adjustment divided by (B) the number of shares of Common Stock for which this
Warrant is exercisable immediately after such adjustment. A reclassification of
the Common Stock (other than a change in par value, or from par value to no par
value or from no par value to par value) into shares of Common Stock and shares
of any other class of stock shall be deemed a distribution by the Issuer to the
holders of its Common Stock of such shares of such other class of stock within
the meaning of this Section 4(c) and, if the outstanding shares of Common Stock
shall be changed into a larger or smaller number of shares of Common Stock as a
part of such reclassification, such change shall be deemed a subdivision or
combination, as the case may be, of the outstanding shares of Common Stock
within the meaning of Section 4(b).

      (d) Issuance of Additional Shares of Common Stock.

            (i) If the Issuer, at any time while this Warrant is outstanding,
shall issue any Additional Shares of Common Stock (otherwise than as provided in
the foregoing subsections (b) through (c) of this Section 4), at a price per
share less than the Warrant Price then in effect or without consideration, then
the Warrant Price upon each such issuance shall be adjusted to that price
determined by multiplying the Warrant Price then in effect by a fraction:

                  (A) the numerator of which shall be equal to the sum of (x)
            the number of shares of Common Stock outstanding immediately prior
            to the issuance of such Additional Shares of Common Stock plus (y)
            the number of shares of Common
<PAGE>

            Stock which the aggregate consideration for the total number of such
            Additional Shares of Common Stock so issued would purchase at a
            price per share equal to the Warrant Price then in effect, and

                  (B) the denominator of which shall be equal to the number of
            shares of Common Stock outstanding immediately after the issuance of
            such Additional Shares of Common Stock.

            (ii) The provisions of paragraph (i) of Section 4(d) shall not apply
to any issuance of Additional Shares of Common Stock for which an adjustment is
provided under Section 4(b) or 4(c). No adjustment of the number of shares of
Common Stock for which this Warrant shall be exercisable shall be made under
paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of
Common Stock which are issued pursuant to the exercise of any Common Stock
Equivalents, if any such adjustment shall previously have been made upon the
issuance of such Common Stock Equivalents (or upon the issuance of any warrant
or other rights therefor) pursuant to Section 4(e) or Section 4(f).

      (e) Intentionally Omitted.

      (f) Issuance of Common Stock Equivalents. If at any time the Issuer shall
take a record of the Holders of its Common Stock for the purpose of entitling
them to receive a distribution of, or shall in any manner (whether directly or
by assumption in a merger in which the Issuer is the surviving corporation)
issue or sell, any Common Stock Equivalents, whether or not the rights to
exchange or convert thereunder are immediately exercisable, and the price per
share for which Common Stock is issuable upon such conversion or exchange shall
be less than the Warrant Price in effect immediately prior to the time of such
issue or sale, then the number of shares of Common Stock for which this Warrant
is exercisable and the Warrant Price then in effect shall be adjusted as
provided in Section 4(d) on the basis that the maximum number of Additional
Shares of Common Stock necessary to effect the conversion or exchange of all
such Common Stock Equivalents shall be deemed to have been issued and
outstanding and the Issuer shall have received all of the consideration payable
therefor, if any, as of the date of actual issuance of such Common Stock
Equivalents. No further adjustment of the number of shares of Common Stock for
which this Warrant is exercisable and the Warrant Price then in effect shall be
made under this Section 4(f) upon the issuance of any Common Stock Equivalents
which are issued pursuant to the exercise of any warrants or other subscription
or purchase rights therefor, if any such adjustment shall previously have been
made upon the issuance of such warrants or other rights pursuant to Section
4(e). No further adjustments of the number of shares of Common Stock for which
this Warrant is exercisable and the Warrant Price then in effect shall be made
upon the actual issue of such Common Stock upon conversion or exchange of such
Common Stock Equivalents.

      (g) Superseding Adjustment. If, at any time after any adjustment of the
number of shares of Common Stock for which this Warrant is exercisable and the
Warrant Price then in effect shall have been made pursuant to Section 4(e) or
Section 4(f) as the result of any issuance of warrants, other rights or Common
Stock Equivalents, and (i) such warrants or other rights, or the right of
conversion or exchange in such other Common Stock Equivalents, shall expire, and
all or a portion of such warrants or other rights, or the right of conversion or
exchange with respect to all or a portion of such other Common Stock
Equivalents, as the case may be shall not have been exercised, or (ii) the
consideration per share for which shares of Common Stock are

<PAGE>

issuable pursuant to such Common Stock Equivalents, shall be increased solely by
virtue of provisions therein contained for an automatic increase in such
consideration per share upon the occurrence of a specified date or event, then
for each outstanding Warrant such previous adjustment shall be rescinded and
annulled and the Additional Shares of Common Stock which were deemed to have
been issued by virtue of the computation made in connection with the adjustment
so rescinded and annulled shall no longer be deemed to have been issued by
virtue of such computation. Upon the occurrence of an event set forth in this
Section 4(g) above, there shall be a recomputation made of the effect of such
Common Stock Equivalents on the basis of: (i) treating the number of Additional
Shares of Common Stock or other property, if any, theretofore actually issued or
issuable pursuant to the previous exercise of any such warrants or other rights
or any such right of conversion or exchange, as having been issued on the date
or dates of any such exercise and for the consideration actually received and
receivable therefor, and (ii) treating any such Common Stock Equivalents which
then remain outstanding as having been granted or issued immediately after the
time of such increase of the consideration per share for which shares of Common
Stock or other property are issuable under such Common Stock Equivalents;
whereupon a new adjustment of the number of shares of Common Stock for which
this Warrant is exercisable and the Warrant Price then in effect shall be made,
which new adjustment shall supersede the previous adjustment so rescinded and
annulled.

      (h) Purchase of Common Stock by the Issuer. If the Issuer at any time
while this Warrant is outstanding shall, directly or indirectly through a
Subsidiary or otherwise, purchase, redeem or otherwise acquire any shares of
Common Stock at a price per share greater than the Per Share Market Value, then
the Warrant Price upon each such purchase, redemption or acquisition shall be
adjusted to that price determined by multiplying such Warrant Price by a
fraction (i) the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such purchase, redemption or acquisition
minus the number of shares of Common Stock which the aggregate consideration for
the total number of such shares of Common Stock so purchased, redeemed or
acquired would purchase at the Per Share Market Value; and (ii) the denominator
of which shall be the number of shares of Common Stock outstanding immediately
after such purchase, redemption or acquisition. For the purposes of this
subsection (h), the date as of which the Per Share Market Price shall be
computed shall be the earlier of (x) the date on which the Issuer shall enter
into a firm contract for the purchase, redemption or acquisition of such Common
Stock, or (y) the date of actual purchase, redemption or acquisition of such
Common Stock. For the purposes of this subsection (h), a purchase, redemption or
acquisition of a Common Stock Equivalent shall be deemed to be a purchase of the
underlying Common Stock, and the computation herein required shall be made on
the basis of the full exercise, conversion or exchange of such Common Stock
Equivalent on the date as of which such computation is required hereby to be
made, whether or not such Common Stock Equivalent is actually exercisable,
convertible or exchangeable on such date.

      (i) Other Provisions applicable to Adjustments under this Section. The
following provisions shall be applicable to the making of adjustments of the
number of shares of Common Stock for which this Warrant is exercisable and the
Warrant Price then in effect provided for in this Section 4:

            (i) Computation of Consideration. To the extent that any Additional
Shares of Common Stock or any Common Stock Equivalents (or any warrants or other
rights therefor) shall be issued for cash consideration, the consideration
received by the Issuer therefor shall be the amount of the cash received by the
Issuer therefor, or, if such Additional Shares of Common

<PAGE>

Stock or Common Stock Equivalents are offered by the Issuer for subscription,
the subscription price, or, if such Additional Shares of Common Stock or Common
Stock Equivalents are sold to underwriters or dealers for public offering
without a subscription offering, the initial public offering price (in any such
case subtracting any amounts paid or receivable for accrued interest or accrued
dividends and without taking into account any compensation, discounts or
expenses paid or incurred by the Issuer for and in the underwriting of, or
otherwise in connection with, the issuance thereof). To the extent that such
issuance shall be for a consideration other than cash, then, except as herein
otherwise expressly provided, the amount of such consideration shall be deemed
to be the fair value of such consideration at the time of such issuance as
determined in good faith by the Board of Directors of the Issuer. In case any
Additional Shares of Common Stock or any Common Stock Equivalents (or any
warrants or other rights therefor) shall be issued in connection with any merger
in which the Issuer issues any securities, the amount of consideration therefor
shall be deemed to be the fair value, as determined in good faith by the Board
of Directors of the Issuer, of such portion of the assets and business of the
nonsurviving corporation as such Board in good faith shall determine to be
attributable to such Additional Shares of Common Stock, Common Stock
Equivalents, or any warrants or other rights therefor, as the case may be. The
consideration for any Additional Shares of Common Stock issuable pursuant to any
warrants or other rights to subscribe for or purchase the same shall be the
consideration received by the Issuer for issuing such warrants or other rights
plus the additional consideration payable to the Issuer upon exercise of such
warrants or other rights. The consideration for any Additional Shares of Common
Stock issuable pursuant to the terms of any Common Stock Equivalents shall be
the consideration received by the Issuer for issuing warrants or other rights to
subscribe for or purchase such Common Stock Equivalents, plus the consideration
paid or payable to the Issuer in respect of the subscription for or purchase of
such Common Stock Equivalents, plus the additional consideration, if any,
payable to the Issuer upon the exercise of the right of conversion or exchange
in such Common Stock Equivalents. In case of the issuance at any time of any
Additional Shares of Common Stock or Common Stock Equivalents in payment or
satisfaction of any dividends upon any class of stock other than Common Stock,
the Issuer shall be deemed to have received for such Additional Shares of Common
Stock or Common Stock Equivalents a consideration equal to the amount of such
dividend so paid or satisfied.

            (ii) When Adjustments to Be Made. The adjustments required by this
Section 4 shall be made whenever and as often as any specified event requiring
an adjustment shall occur, except that any adjustment of the number of shares of
Common Stock for which this Warrant is exercisable that would otherwise be
required may be postponed (except in the case of a subdivision or combination of
shares of the Common Stock, as provided for in Section 4(b)) up to, but not
beyond the date of exercise if such adjustment either by itself or with other
adjustments not previously made adds or subtracts less than one percent (1%) of
the shares of Common Stock for which this Warrant is exercisable immediately
prior to the making of such adjustment. Any adjustment representing a change of
less than such minimum amount (except as aforesaid) which is postponed shall be
carried forward and made as soon as such adjustment, together with other
adjustments required by this Section 4 and not previously made, would result in
a minimum adjustment or on the date of exercise. For the purpose of any
adjustment, any specified event shall be deemed to have occurred at the close of
business on the date of its occurrence.

<PAGE>

            (iii) Fractional Interests. In computing adjustments under this
Section 4, fractional interests in Common Stock shall be taken into account to
the nearest one one-hundredth (1/100th) of a share.

            (iv) When Adjustment Not Required. If the Issuer shall take a record
of the holders of its Common Stock for the purpose of entitling them to receive
a dividend or distribution or subscription or purchase rights and shall,
thereafter and before the distribution to stockholders thereof, legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights, then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment previously made in respect thereof shall
be rescinded and annulled.

      (j) Form of Warrant after Adjustments. The form of this Warrant need not
be changed because of any adjustments in the Warrant Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

      5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 4 hereof (for purposes of this
Section 5, each an "adjustment"), the Issuer shall cause its Chief Financial
Officer to prepare and execute a certificate setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated (including a description of the
basis on which the Board made any determination hereunder), and the Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause a copy of such certificate to be delivered to the Holder of this Warrant
promptly after each adjustment. For purposes of this Section 5, all calculations
which have been determined in accordance with Section 4 hereof shall be final
and conclusive on the Holder, absent manifest error.

      6. Fractional Shares. No fractional shares of Warrant Stock will be issued
in connection with any exercise hereof, but in lieu of such fractional shares,
the Issuer shall make a cash payment therefor equal in amount to the product of
the applicable fraction multiplied by the Per Share Market Value then in effect.

      7. Call. Notwithstanding anything herein to the contrary, at any time
after the effective date of the Registration Statement, the Issuer, at its
option, may call up to one hundred percent (100%) of this Warrant if the Per
Share Market Value of the Common Stock has been equal to or greater than $6.50
for a period of ten (10) consecutive Trading Days immediately prior to the date
of delivery of the Call Notice (a "Call Notice Period") by providing the Holder
of this Warrant written notice pursuant to Section 13 (the "Call Notice");
provided, that the Registration Statement has been declared effective and has
been effective, without lapse or suspension of any kind, for a period of 60
consecutive calendar days; provided, further, that the Registration Statement
must be effective from the date of delivery of the Call Notice until the date
which is the later of (i) the date the Holder exercises the Warrant pursuant to
the Call Notice and (ii) the 20th day after the Holder receives the Call Notice
(the "Early Termination Date"). The rights and privileges granted pursuant to
this Warrant with respect to the shares of Warrant Stock subject to the Call
Notice (the "Called Warrant Shares") shall expire on the Early Termination Date
if this Warrant is not exercised with respect to such Called Warrant Shares
prior to such Early Termination Date. In the event this Warrant is not exercised
with respect to the Called Warrant Shares, the Issuer shall remit to the Holder
of this Warrant (i) $.10 per Called Warrant Share and (ii) a new Warrant
representing the number of shares of Warrant Stock, if

<PAGE>

any, which shall not have been subject to the Call Notice upon the Holder
tendering to the Issuer the applicable Warrant certificate.

      8. Ownership Cap and Certain Exercise Restrictions.

            (a) At no time may the Holder exercise this Warrant if the number of
shares of Common Stock to be issued pursuant to such exerciser would exceed,
when aggregated with all other shares of Common Stock owned by the Holder at
such time, the number of shares of Common Stock which would result in the Holder
owning more than 4.999% of all of the Common Stock outstanding at such time;
provided, however, that upon the Holder providing the Issuer with sixty-one (61)
days notice (pursuant to Section 13 hereof) (the "Waiver Notice") that the
Holder would like to waive this Section 8(a) with regard to any or all shares of
Common Stock issuable upon exercise of this Warrant, this Section 8(a) will be
of no force or effect with regard to all or a portion of the Warrant referenced
in the Waiver Notice.

           99.1.1 The Holder may not exercise this Warrant to the extent such
                  exercise would result in the Holder beneficially owning (as
                  determined in accordance with Section 13(d) of the Exchange
                  Act and the rules thereunder) in excess of 9.999% of the then
                  issued and outstanding shares of Common Stock, including
                  shares issuable upon exercise of this Warrant held by the
                  Holder after application of this Section; provided, however,
                  that upon the Holder providing the Issuer with the Waiver
                  Notice that the Holder would like to waive this Section 8(b)
                  with regard to any or all shares of Common Stock issuable upon
                  exercise of this Warrant, this Section 8(b) will be of no
                  force or effect with regard to all or a portion of this
                  Warrant referenced in the Waiver Notice.

      9. Definitions. For the purposes of this Warrant, the following terms have
the following meanings:

            "Additional Shares of Common Stock" means all shares of Common Stock
      issued by the Issuer after the Original Issue Date, except: (i) the
      Warrant Stock; (ii) shares of Common Stock issuable upon conversion of the
      Notes; (iii) grants of stock options and issuances of Common Stock
      pursuant to the Issuer's stock option plans and employee stock purchase
      plans as they now exist; and (iv) issuances in connection with strategic
      license agreements so long as such issuances are not for the purpose of
      raising capital.

            "Board" shall mean the Board of Directors of the Issuer.

            "Capital Stock" means and includes (i) any and all shares,
      interests, participations or other equivalents of or interests in (however
      designated) corporate stock, including, without limitation, shares of
      preferred or preference stock, (ii) all partnership interests (whether
      general or limited) in any Person which is a partnership, (iii) all
      membership interests or limited liability company interests in any limited
      liability company, and (iv) all equity or ownership interests in any
      Person of any other type.

            "Certificate of Incorporation" means the Certificate of
      Incorporation of the Issuer as in effect on the Original Issue Date, and
      as hereafter from time to time amended,

<PAGE>

      modified, supplemented or restated in accordance with the terms hereof and
      thereof and pursuant to applicable law.

            "Common Stock" means the Common Stock, par value $.0001 per share,
      of the Issuer and any other Capital Stock into which such stock may
      hereafter be changed.

            "Common Stock Equivalent" means any Convertible Security or warrant,
      option or other right to subscribe for or purchase any Additional Shares
      of Common Stock or any Convertible Security.

            "Convertible Securities" means evidences of Indebtedness, shares of
      Capital Stock or other Securities which are or may be at any time
      convertible into or exchangeable for Additional Shares of Common Stock.
      The term "Convertible Security" means one of the Convertible Securities.

            "Excluded Assets" means the assets of the Issuer disclosed in that
      certain Non-Disclosure Agreement dated as of December 17, 2002 by and
      between the Issuer and the Holder.

            "Governmental Authority" means any governmental, regulatory or
      self-regulatory entity, department, body, official, authority, commission,
      board, agency or instrumentality, whether federal, state or local, and
      whether domestic or foreign.

            "Holders" mean the Persons who shall from time to time own any
      Warrant. The term "Holder" means one of the Holders.

            "Independent Appraiser" means a nationally recognized or major
      regional investment banking firm or firm of independent certified public
      accountants of recognized standing (which may be the firm that regularly
      examines the financial statements of the Issuer) that is regularly engaged
      in the business of appraising the Capital Stock or assets of corporations
      or other entities as going concerns, and which is not affiliated with
      either the Issuer or the Holder of any Warrant.

            "Issuer" means Wire One Technologies, Inc., a Delaware corporation,
      and its successors.

            "Majority Holders" means at any time the Holders of Warrants
      exercisable for a majority of the shares of Warrant Stock issuable under
      the Warrants at the time outstanding.

            "Nasdaq" means The Nasdaq National Market.

            "Notes" means the Subordinated Convertible Promissory Notes issued
      to the Holders pursuant to the Purchase Agreement.

            "Original Issue Date" means December 17, 2002.

            "OTC Bulletin Board" means the over-the-counter electronic bulletin
      board.

<PAGE>

            "Person" means an individual, corporation, limited liability
      company, partnership, joint stock company, trust, unincorporated
      organization, joint venture, Governmental Authority or other entity of
      whatever nature.

            "Per Share Market Value" means on any particular date (a) the
      closing bid price per share of the Common Stock on such date on Nasdaq or
      another registered national stock exchange on which the Common Stock is
      then listed, or if there is no such price on such date, then the closing
      bid price on such exchange or quotation system on the date nearest
      preceding such date, or (b) if the Common Stock is not listed then on
      Nasdaq or any registered national stock exchange, the closing bid price
      for a share of Common Stock in the over-the-counter market, as reported by
      the OTC Bulletin Board or in the National Quotation Bureau Incorporated or
      similar organization or agency succeeding to its functions of reporting
      prices) at the close of business on such date, or (c) if the Common Stock
      is not then reported by the OTC Bulletin Board or the National Quotation
      Bureau Incorporated (or similar organization or agency succeeding to its
      functions of reporting prices), then the average of the "Pink Sheet"
      quotes for the relevant conversion period, as determined in good faith by
      the holder, or (d) if the Common Stock is not then publicly traded the
      fair market value of a share of Common Stock as determined by an
      Independent Appraiser selected in good faith by the Majority Holders;
      provided, however, that the Issuer, after receipt of the determination by
      such Independent Appraiser, shall have the right to select an additional
      Independent Appraiser, in which case, the fair market value shall be equal
      to the average of the determinations by each such Independent Appraiser;
      and provided, further that all determinations of the Per Share Market
      Value shall be appropriately adjusted for any stock dividends, stock
      splits or other similar transactions during such period. The determination
      of fair market value by an Independent Appraiser shall be based upon the
      fair market value of the Issuer determined on a going concern basis as
      between a willing buyer and a willing seller and taking into account all
      relevant factors determinative of value, and shall be final and binding on
      all parties.

            "Purchase Agreement" means the Note and Warrant Purchase Agreement
      dated as of December 17, 2002 among the Issuer and the investors a party
      thereto.

            "Registration Statement" means the registration statement on Form
      S-3 registering the Warrant Stock and shares of Common Stock issuable upon
      conversion of the Notes.

            "Securities" means any debt or equity securities of the Issuer,
      whether now or hereafter authorized, any instrument convertible into or
      exchangeable for Securities or a Security, and any option, warrant or
      other right to purchase or acquire any Security. "Security" means one of
      the Securities.

            "Securities Act" means the Securities Act of 1933, as amended, or
      any similar federal statute then in effect.

            "Subsidiary" means any corporation at least 50% of whose outstanding
      Voting Stock shall at the time be owned directly or indirectly by the
      Issuer or by one or more of its Subsidiaries, or by the Issuer and one or
      more of its Subsidiaries.

            "Term" has the meaning specified in Section 1 hereof.

<PAGE>

            "Trading Day" means (a) a day on which the Common Stock is traded on
      Nasdaq, or (b) if the Common Stock is not listed on Nasdaq, a day on which
      the Common Stock is traded on any other registered national stock
      exchange, or (c) if the Common Stock is not traded on any other registered
      national stock exchange, a day on which the Common Stock is traded on the
      OTC Bulletin Board, or (d) if the Common Stock is not traded on the OTC
      Bulletin Board, a day on which the Common Stock is quoted in the
      over-the-counter market as reported by the National Quotation Bureau
      Incorporated (or any similar organization or agency succeeding its
      functions of reporting prices); provided, however, that in the event that
      the Common Stock is not listed or quoted as set forth in (a), (b) and (c)
      hereof, then Trading Day shall mean any day except Saturday, Sunday and
      any day which shall be a legal holiday or a day on which banking
      institutions in the State of New York are authorized or required by law or
      other government action to close.

            "Voting Stock" means, as applied to the Capital Stock of any
      corporation, Capital Stock of any class or classes (however designated)
      having ordinary voting power for the election of a majority of the members
      of the Board of Directors (or other governing body) of such corporation,
      other than Capital Stock having such power only by reason of the happening
      of a contingency.

            "Warrants" means the Warrants issued and sold pursuant to the
      Purchase Agreement, including, without limitation, this Warrant, and any
      other warrants of like tenor issued in substitution or exchange for any
      thereof pursuant to the provisions of Section 2(c), 2(d) or 2(e) hereof or
      of any of such other Warrants.

            "Warrant Price" initially means U.S. $3.25, as such price may be
      adjusted from time to time as shall result from the adjustments specified
      in this Warrant, including Section 4 hereto.

            "Warrant Share Number" means at any time the aggregate number of
      shares of Warrant Stock which may at such time be purchased upon exercise
      of this Warrant, after giving effect to all prior adjustments and
      increases to such number made or required to be made under the terms
      hereof.

            "Warrant Stock" means Common Stock issuable upon exercise of any
      Warrant or Warrants or otherwise issuable pursuant to any Warrant or
      Warrants.

      10. Other Notices. In case at any time:

                  (A)   the Issuer shall make any distributions to the holders
                        of Common Stock; or

                  (B)   the Issuer shall authorize the granting to all holders
                        of its Common Stock of rights to subscribe for or
                        purchase any shares of Capital Stock of any class or of
                        any Common Stock Equivalents or other rights; or

<PAGE>

                  (C)   there shall be any reclassification of the Capital Stock
                        of the Issuer; or

                  (D)   there shall be any capital reorganization by the Issuer;
                        or

                  (E)   there shall be any (i) consolidation or merger involving
                        the Issuer or (ii) sale, transfer or other disposition
                        of all or substantially all of the Issuer's property,
                        assets or business (except for Excluded Assets and a
                        merger or other reorganization in which the Issuer shall
                        be the surviving corporation and its shares of Capital
                        Stock shall continue to be outstanding and unchanged and
                        except a consolidation, merger, sale, transfer or other
                        disposition involving a wholly-owned Subsidiary); or

                  (F)   there shall be a voluntary or involuntary dissolution,
                        liquidation or winding-up of the Issuer or any partial
                        liquidation of the Issuer or distribution to holders of
                        Common Stock;

then, in each of such cases, the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer shall close or a record shall
be taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be. Such notice shall be given at least twenty
(20) days prior to the action in question and not less than twenty (20) days
prior to the record date or the date on which the Issuer's transfer books are
closed in respect thereto. Except as otherwise specifically provided herein, no
holder, as such, of this Warrant shall be entitled to vote or receive dividends
or be deemed the holder of shares of the Company for any purpose, nor shall
anything contained in this Warrant be construed to confer upon the holder
hereof, as such, any of the rights of a stockholder of the Company or any right
to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends
or subscription rights, or otherwise, prior to the issuance to the holder of
this Warrant of the Warrant Shares which he or she is then entitled to receive
upon the due exercise of this Warrant. In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on such holder to
purchase any securities (upon exercise of this Warrant or otherwise) or as a
stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company. Notwithstanding this Section 10, the Company
will provide the holder of this Warrant with copies of the same notices and
other information given to the stockholders of the Company generally,
contemporaneously with the giving thereof to the stockholders.

      11. Amendment and Waiver. Any term, covenant, agreement or condition in
this Warrant may be amended, or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by a written instrument or written

<PAGE>

instruments executed by the Issuer and the Majority Holders; provided, however,
that no such amendment or waiver shall reduce the Warrant Share Number, increase
the Warrant Price, shorten the period during which this Warrant may be exercised
or modify any provision of this Section 11 without the consent of the Holder of
this Warrant.

      12. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.

      13. Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earlier of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice prior to 5:00 p.m., eastern time, on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the
date of mailing, if sent by nationally recognized overnight courier service or
(iv) actual receipt by the party to whom such notice is required to be given.
The addresses for such communications shall be with respect to the Holder of
this Warrant or of Warrant Stock issued pursuant hereto, addressed to such
Holder at its last known address or facsimile number appearing on the books of
the Issuer maintained for such purposes, or with respect to the Issuer,
addressed to:

                             Wire One Technologies, Inc.
                             225 Long Avenue
                             Hillside, New Jersey 07205
                             Attention: General Counsel
                             Tel. No.: (973) 282-2000
                             Fax No.:  (973) 391-9776

                             with a copy to:

                             Morrison & Foerster LLP
                             1290 Avenue of the Americas
                             New York, New York 10104
                             Attention: Michael J.W. Rennock
                             Tel. No.: (212) 468-8000
                             Fax No.:  (212) 468-7999

Copies of notices to the Holder shall be sent to Jenkens & Gilchrist Parker
Chapin LLP, The Chrysler Building, 405 Lexington Avenue, New York, New York
10174, Attention: Christopher S. Auguste, Fax No.: (212) 704-6288, Tel No.:
(212) 704-6000. Any party hereto may from time to time change its address for
notices by giving at least ten (10) days written notice of such changed address
to the other party hereto.

      14. Warrant Agent. The Issuer may, by written notice to each Holder of
this Warrant, appoint an agent having an office in New York, New York for the
purpose of issuing shares of Warrant Stock on the exercise of this Warrant
pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant
to subsection (d) of Section 2 hereof or replacing this Warrant

<PAGE>

pursuant to subsection (d) of Section 3 hereof, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such agent.

      15. Remedies. The Issuer stipulates that the remedies at law of the Holder
of this Warrant in the event of any default or threatened default by the Issuer
in the performance of or compliance with any of the terms of this Warrant are
not and will not be adequate and that, to the fullest extent permitted by law,
such terms may be specifically enforced by a decree for the specific performance
of any agreement contained herein or by an injunction against a violation of any
of the terms hereof or otherwise.

      16. Successors and Assigns. This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the successors and assigns of
the Issuer, the Holder hereof and (to the extent provided herein) the Holders of
Warrant Stock issued pursuant hereto, and shall be enforceable by any such
Holder or Holder of Warrant Stock.

      17. Modification and Severability. If, in any action before any court or
agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.

      18. Headings. The headings of the Sections of this Warrant are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.
<PAGE>

      IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and
year first above written.

                                        WIRE ONE TECHNOLOGIES, INC.


                                        By: ____________________________________
                                            Name:
                                            Title:
<PAGE>

                                  EXERCISE FORM

                           WIRE ONE TECHNOLOGIES, INC.

The undersigned _______________, pursuant to the provisions of the within
Warrant, hereby elects to purchase _____ shares of Common Stock of Wire One
Technologies, Inc. covered by the within Warrant.


Dated: _________________            Signature  _________________________________

                                    Address    ________________________
                                               ________________________

                                   ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.


Dated: _________________            Signature  _________________________________

                                    Address    ________________________
                                               ________________________

                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named corporation.


Dated: _________________            Signature  _________________________________

                                    Address    ________________________
                                               ________________________

                           FOR USE BY THE ISSUER ONLY:

This Warrant No. DW-02-_____ canceled (or transferred or exchanged) this _____
day of ___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. DW-02-_____ issued for ____ shares of Common Stock
in the name of _________________.