Exhibit 10.3

                          AMENDMENT AGREEMENT NO. 3


      AMENDMENT AGREEMENT NO. 3 (this "Agreement") dated as of November 13, 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 agree to
amend certain provisions of the Credit Agreement.

      NOW, THEREFORE, the parties agree as follows:

      SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT

            1.1 The definition of "Applicable Rate" in Section 1.01 of the
Credit Agreement are hereby amended as follows:

            (a)   Effective as of December 1, 2002, clause (i) is amended in its
                  entirety to read as follows:

                  "(i) if such day occurs on or after the Effective Date and
                  prior to the delivery of the first financial statements
                  referred to in clause (ii) below, (x) with respect to Loans
                  that are Eurodollar Loans, 3.75% and (y) with respect to Loans
                  that are ABR Loans, 1.50%; and"

            (b) Clause (ii) is amended by deleting the date "December 31, 2002"
set forth in the third line thereof and substituting, in lieu thereof, the date
"December 31, 2003".

            1.2 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 January 3, 2003,
                $4,000,000, (ii) on or after January 3, 2003, but prior to
                January 31, 2003, $4,250,000, (iii) on or after January 31,
                2003, $4,500,000, or (iv) 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


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                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.

            1.3 Section 2.01 of the Credit Agreement is hereby amended by
deleting the reference to "$3,000,000" in the tenth line thereof and
substituting, in lieu thereof, "$2,000,000".

            1.4 Section 2.10(a) of the Credit Agreement is hereby amended by
deleting the term "a commitment fee of 3/8 of 1%" in line two thereof and
substituting, in lieu thereof, the term "a commitment fee of 1/2 of 1%".

            1.5 Section 6.12 of the Credit Agreement is hereby amended by
deleting, in its entirety, the chart appearing in such section and substituting,
in lieu thereof, the following:

          Period                                        Amount
          ------                                        ------
Three fiscal quarters ending                         ($6,000,000)
September 30, 2002
Four fiscal quarters ending                          ($7,050,000)
December 31, 2002
Four fiscal quarters ending                          ($6,300,000)
March 31, 2003
Four fiscal quarters ending                          ($4,250,000)
June 30, 2003
Four fiscal quarters ending                          ($1,100,000)
September 30, 2003
Four fiscal quarters ending                             $400,000
December 31, 2003
Four fiscal quarters ending                           $1,000,000
March 31, 2004
Four fiscal quarters ending                           $2,250,000
June 30, 2004
Four fiscal quarters ending                           $3,500,000
September 30, 2004


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          Period                                        Amount
          ------                                        ------
Four fiscal quarters ending                           $5,000,000
December 31, 2004 and each
four fiscal quarters thereafter

      SECTION 2. CONFIRMATION OF FINANCING DOCUMENTS

            2.1 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 3. 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:

            3.1 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.

            3.2 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.

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

      SECTION 4. MISCELLANEOUS

            4.1 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


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      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.

            4.2 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.

            4.3 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.

            4.4 This Agreement shall constitute a Financing Document under the
Credit Agreement.

            4.5 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.

            4.6 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.

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


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LAWS OF ANY OTHER JURISDICTION.

            4.8 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]


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