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                                                                  Exhibit 10.64



                AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT

         AMENDMENT NO. 2, dated as of June 13, 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 Registration Rights
Agreement dated as of December 17, 2002, as amended on May 14, 2003 (the
"Registration Rights Agreement"), 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 Registration Rights
Agreement.

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

         WHEREAS, the Registration Rights Agreement provides for the
registration of shares of the Company's common stock, par value $0.0001 (the
"Common Stock"), issuable upon conversion of the Subordinated Convertible
Promissory Notes and upon exercise of the Warrants issued to the Purchasers
pursuant to the Note and Warrant Purchase Agreement dated as of December 17,
2002 by and among the Company and the Purchasers;

         WHEREAS, the parties now wish to further amend the Registration Rights
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 Registration Rights Agreement.

         1.1. The definition of "Effectiveness Date" contained in Section 1 of
the Registration Rights Agreement is hereby amended by deleting the reference to
the number 180 and substituting in lieu thereof the number 210.

         Section 2. Miscellaneous.

         2.1. Limited Effect. Except as expressly amended and modified by this
Amendment, all of the terms and provisions of the Registration Rights 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.



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         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/ Thomas McAuley
                              --------------------------------
                              Name:  Thomas McAuley
                              Title: Chief Investment Officer


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


                          By: /s/ Thomas McAuley
                              --------------------------------
                              Name:  Thomas McAuley
                              Title: Chief Investment Officer


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


                          By: /s/ Thomas McAuley
                              --------------------------------
                              Name:  Thomas McAuley
                              Title: Chief Investment Officer