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SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement [_] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as Permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to Rule
14a-11(c) or Rule 14a-12

Wire One Technologies, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $125 per Exchange Act Rules 0-11(c)(1) (ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $ ____________
(2) Form, Schedule or Registration Statement No.: ___________
(3) Filing Party:
(4) Date Filed: __________, 1999

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WIRE ONE TECHNOLOGIES, INC.
225 Long Avenue
Hillside, New Jersey 07205

April 26, 2001

To Our Stockholders:

You are cordially invited to attend the 2001 Annual Meeting of Stockholders
of Wire One Technologies, Inc., a Delaware corporation (the "Company" or "Wire
One"), to be held at 9:00 a.m. local time, on Friday, May 25, 2001, at the
Holiday Inn, 304 Route 22 West, Springfield, New Jersey 07081.

Information about the meeting and the various matters on which the
stockholders will act is included in the accompanying Notice of Annual Meeting
of Stockholders and Proxy Statement. We are enclosing the Form 10-K for 2000 for
the Company.

We hope you will be able to attend the Annual Meeting. Whether or not you
expect to attend, it is important you complete, date, sign and return the proxy
card in the enclosed envelope or submit your proxy by telephone or the internet
in order to make certain that your shares will be represented at the Annual
Meeting.

Sincerely,

/s/ RICHARD REISS
----------------------------------
RICHARD REISS
Chairman, President and Chief Executive Officer

YOUR VOTE IS IMPORTANT.
PLEASE PROMPTLY SUBMIT YOUR PROXY BY MAIL, TELEPHONE OR INTERNET.

WIRE ONE TECHNOLOGIES, INC.
225 Long Avenue
Hillside, New Jersey 07205

----------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 25, 2001
----------------------------------------

The Annual Meeting of Stockholders of Wire One Technologies, Inc., a Delaware
corporation (the "Company"), will be held at 9:00 a.m. local time on Friday, May
25, 2001, at the Holiday Inn, 304 Route 22 West, Springfield, New Jersey 07081,
for the following purposes:

1. To elect two Class II Directors to the Board of Directors to serve a
three-year term each;

2. To approve, in accordance with Nasdaq National Market Rule
4350(i)(1)(D), the issuance by the Company of more than 20% of its
common stock (based on 16,570,641 shares of common stock outstanding on
June 14, 2000) upon the conversion of 2,450 shares of its series A
convertible preferred stock and exercise of 857,500 warrants to
purchase its common stock originally issued on June 14, 2000;

3. To ratify the appointment of BDO Seidman, LLP as independent auditors
of the Company for the fiscal year ending December 31, 2001; and

4. To transact such other business as may properly be brought before the
meeting or any adjournment or postponement thereof.

Stockholders of record of Wire One Technologies, Inc. common stock as of the
close of business on April 25, 2001 are entitled to notice of, and to vote at,
the Annual Meeting or any adjournment or postponement thereof. Shares of common
stock issued upon conversion of the series A convertible preferred stock or
exercise of the related warrants may not be voted on proposal number 2.

By Order of the Board of Directors

/s/ RICHARD REISS
-------------------------------------
RICHARD REISS
Chairman, President and Chief Executive Officer

Hillside, New Jersey
Dated: April 26, 2001

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE AND
RETURN THE ACCOMPANYING PROXY CARD OR SUBMIT YOUR PROXY BY TELEPHONE OR THE
INTERNET. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY REASON, YOU MAY DO SO
IN THE MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT.

WIRE ONE TECHNOLOGIES, INC.
225 Long Avenue
Hillside, New Jersey 07205

--------------------
PROXY STATEMENT
2001 ANNUAL MEETING OF STOCKHOLDERS
--------------------

Wire One Technologies, Inc., a Delaware corporation ("Wire One" or the
"Company"), is furnishing this proxy statement in a solicitation by our Board of
Directors of proxies for use in voting at our 2001 Annual Meeting of
Stockholders or any adjournment or postponement thereof (the "Annual Meeting").
Our Annual Meeting will be held at 9:00 a.m. local time on Friday, May 25, 2001,
at the Holiday Inn, 304 Route 22 West, Springfield, New Jersey 07081. This proxy
statement, the accompanying proxy card and the Form 10-K for 2000 for the
Company are first being mailed to stockholders on or about April 26, 2001. Wire
One was formed by the merger of All Communications Corporation ("ACC") and View
Tech, Inc. ("VTI") in May 2000.

At the Annual Meeting, stockholders will be asked to consider and vote upon
(1) the election of two directors each to serve a three-year term as a Class II
Director; (2) the approval of the issuance by the Company of more than 20% of
its common stock (based on 16,570,641 shares of common stock outstanding on June
14, 2000 (the "Original Issue Date") upon the conversion of 2,450 shares of its
series A convertible preferred stock (the "series A preferred") and exercise of
857,500 warrants to purchase its common stock originally issued on the Original
Issue Date in accordance with Nasdaq National Market Rule 4350(i)(1)(D) (the
"Rule"); and (3) the ratification of the appointment of BDO Seidman, LLP as our
independent auditors for the fiscal year ending December 31, 2001. Shares of
common stock issued upon conversion of the series A preferred or exercise of the
related warrants may not be voted on proposal number (2). At the Annual Meeting,
stockholders may also be asked to consider and take action with respect to such
other matters as may properly come before the Annual Meeting.

Record Date; Quorum

Only holders of record of the Company's common stock, par value $.0001 per
share (the "Common Stock"), at the close of business on April 25, 2000 (the
"Record Date") are entitled to vote on the matters to be presented at the Annual
Meeting. As of the Record Date, approximately 17,317.544 shares of Common Stock
were issued and outstanding, each of which entitles its holder to cast one vote
on each matter to be presented at the Annual Meeting. A quorum is present at the
Annual Meeting if a majority of shares of Common Stock issued and outstanding
and entitled to vote on the Record Date are represented in person or by proxy.
If a quorum is not present, the Annual Meeting may be adjourned from time to
time until a quorum is obtained.

Voting Procedures

The shares represented by the proxies received, properly dated and executed
and not revoked will be voted at the Annual Meeting in accordance with the
instructions of the stockholders. Properly executed proxies that do not contain
voting instructions will be voted (1) in favor of the nominees for election as
directors named below, (2) FOR issuance by the Company of more than 20% of its
common stock (based on 16,570,641 shares of common stock outstanding on the
Original Issue Date) upon the conversion of the series A preferred and exercise
of the related warrants and (3) FOR ratification of BDO Seidman, LLP as our
independent auditors and other matters which the proxy holders deem advisable
during the Annual Meeting. Shares of common stock issued upon conversion of the
series A preferred or exercise of the related warrants may not be voted on
proposal number (2).

Abstentions and broker "non-votes" will be treated as shares that are present
and entitled to vote for purposes of determining the presence of a quorum and as
unvoted for purposes of determining the approval of any matter submitted to the
stockholders for a vote. A broker "non-vote" occurs when a nominee holding
shares for a beneficial owner does not vote on a particular proposal because the
nominee does not have discretionary power for that particular item and has not
received instructions from the beneficial owner.

Many stockholders will have the option to submit their proxies or voting
instructions electronically through the Internet or by telephone. Stockholders
should check their proxy card or voting instructions forwarded by their broker,
bank or other holder of record to see which options are available. Stockholders
submitting proxies or voting instructions via the Internet should understand
that there may be costs associated with electronic access, such as usage charges
from Internet access providers and telephone companies, that would be borne by
the stockholder.

Solicitation and Revocation

Any stockholder who executes a proxy may revoke it at any time before it is
voted by filing with the Secretary of the Company a written statement revoking
such proxy. Stockholders should make such filing to the attention of Jonathan
Birkhahn, Secretary, Wire One Technologies, Inc., 225 Long Avenue, Hillside, New
Jersey 07205. You may also revoke a proxy at any time before it is voted by
executing and delivering a proxy bearing a later date or by voting in person at
the Annual Meeting. Your attendance at the Annual Meeting will not by itself
constitute revocation of a proxy.

Wire One will bear the cost of the solicitation of proxies from its
stockholders, including the cost of preparing, assembling and mailing the proxy
solicitation materials. In addition to solicitation by mail, the directors,
officers and employees of Wire One and its subsidiaries may solicit proxies from
stockholders by telephone or other electronic means or in person, but any such
person will not be specifically compensated for such services. The Company will
cause brokerage houses and other custodians, nominees and fiduciaries to forward
solicitation materials to the beneficial owners of stock held of record by such
persons. The Company will reimburse such custodians, nominees and fiduciaries
for their reasonable out-of-pocket expenses in doing so. American Stock Transfer
and Trust Company has been engaged by the Company to aid in the distribution of
the proxy materials for reasonable out-of-pocket expenses.

Stockholder Proposals

Proposals of stockholders intended to be presented at the Annual Meeting of
Stockholders to be held in 2002 must be received by the Secretary, Wire One
Technologies, Inc., 225 Long Avenue, Hillside, New Jersey 07205, no later than
March 1, 2002.

In addition, the Company's by-laws provide that, in order for a stockholder
to nominate a person for election to the Board of Directors at an annual meeting
of stockholders or to propose business for consideration at such meeting, such
stockholder must give written notice to the Secretary of the Company not less
than 60 days nor more than 90 days prior to the anniversary date of the
immediately preceding annual meeting of stockholders; provided however, that in
the event the annual meeting is called for a date that is not within 30 days
before or after such anniversary date, notice by the stockholder in order to be
timely must be received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure of the date the annual meeting was made,
whichever occurs first.

PROPOSAL #1

ELECTION OF DIRECTORS

Our directors are divided into three classes. The number of directors is
determined from time to time by our Board of Directors and currently is fixed at
seven. A single class of directors is elected each year at the annual meeting of
stockholders. Each director elected at an annual meeting will serve for a term
ending at the third annual meeting of stockholders after his or her election and
until his or her successor is elected and duly qualified.

The directors to be elected at the Annual Meeting are Class II directors and
are to serve until the 2004 annual meeting or until their respective successors
are elected and duly qualified. The nominees who will stand for election are Leo
Flotron and Peter Maluso, both of whom are currently members of our Board of
Directors. The two nominees receiving the highest number of affirmative votes
will be elected as Class II directors. In the event any nominee is unable or
unwilling to serve as a nominee, the Board of Directors may select a substitute
nominee. If a substitute nominee is selected, proxies will be voted in favor of
such nominee. Our Board of Directors has no reason to believe that either of
Messrs. Flotron or Maluso will be unable or unwilling to serve as a nominee or
as a director if elected.

The following table sets forth information with respect to the current
directors, director nominees and executive officers.

Name Age Position with Company
- ---- --- ---------------------

Director Nominees

Leo Flotron .................................... 40 Chief Operating Officer and Director
Peter N. Maluso(1)(2)(3)(4) .................... 45 Director

Other Directors

Richard Reiss(1) ............................... 43 Chairman, President and Chief Executive Officer
Jonathan Birkhahn .............................. 47 Executive Vice President Business Affairs,
General Counsel, Secretary and Director
Eric Friedman(2)(4) ............................ 52 Director
Louis Capolino(1)(2)(3) ........................ 57 Director
Dean Hiltzik(1)(3)(4) .......................... 47 Director

Non-Director Executive Officers

Christopher A. Zigmont ......................... 39 Chief Financial Officer and Executive
Vice President, Finance
Joseph Scotti .................................. 39 Executive Vice President, Sales and Marketing of
Voice Products
Kelly Harman ................................... 38 Vice President, Marketing
Michael Brandofino ............................. 36 Vice President and Chief Technology Officer

- ---------------
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Compensation Committee.
(4) Member of the Employee Stock Option Committee.

Biographies

Class II Director Nominees

Leo Flotron, Chief Operating Officer and Director. Mr. Flotron is our Chief
Operating Officer and serves on our Board of Directors. From May 2000 until
November 2000, Mr. Flotron served as Executive Vice President, Sales and
Marketing of Videoconferencing Products. From October 1995 until May 2000, Mr.
Flotron served as ACC's Vice President, Sales and Marketing of
Videoconferencing Products, in charge of sales and marketing for
videoconferencing and network products. From 1988 to 1995, Mr. Flotron held
numerous positions

with Sony Electronics, Inc. and served as Sony's liaison with ACC throughout
the United States. Mr. Flotron holds a B.S. degree in Business from the
University of Massachusetts in Amherst and an M.S. degree in Finance from
Louisiana State University.

Peter N. Maluso, Director. Mr. Maluso serves on our Board of Directors.
From December 1996 until May 2000, Mr. Maluso was a member of ACC's Board of
Directors. Since 1995, Mr. Maluso has been employed as a Principal at
International Business Machines, Inc. ("IBM"), responsible for IBM's Global
Services Legacy Transformation Consulting practice in the northeastern United
States. Prior thereto, from 1988 to 1995, Mr. Maluso was a Senior Manager for
KPMG Peat Marwick's strategic services practice in New Jersey. Mr. Maluso
received his B.A. degree in Economics from Muhlenberg College and holds an
M.B.A. degree in Finance from Lehigh University. He is a certified public
accountant.

Required Vote

Directors must be elected by a plurality of the shares of our Common Stock
present at the Annual Meeting in person or by proxy entitled to vote.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF
EACH NOMINEE FOR DIRECTOR NAMED ABOVE.

Directors whose Terms of Office Continue after the Annual Meeting

Richard Reiss, Chairman of the Board of Directors, President and Chief
Executive Officer. Mr. Reiss is our Chairman of the Board of Directors,
President and Chief Executive Officer. Mr. Reiss served as ACC's Chairman of
the Board of Directors, President and Chief Executive Officer from ACC's
formation in 1991 until the formation of the Company in May 2000 as a result
of the merger of ACC and VTI.

Jonathan Birkhahn, Executive Vice President Business Affairs, General
Counsel, Secretary and Director. Mr. Birkhahn serves as Wire One's Executive
Vice President, Business Affairs, General Counsel, Secretary and Director.
From 1988 through October 2000, Mr. Birkhahn served as Senior Vice President,
Business Affairs and General Counsel (or predecessor positions) of King World
Productions, Inc., a leading distributor of television programming. He holds
an A.B. degree from Columbia College and a J.D. degree from Harvard Law
School.

Louis Capolino, Director. Mr. Capolino serves on our Board of Directors.
From November 1999 until May 2000, Mr. Capolino was a member of ACC's Board of
Directors. Since January 1985, Mr. Capolino has served as President of Comcap
Corporation, a communications consulting company. Mr. Capolino received a B.S.
degree in marketing from Montclair State University.

Eric Friedman, Director. Mr. Friedman serves on our Board of Directors.
From December 1996 until May 2000, Mr. Friedman was a member of ACC's Board of
Directors. He has served as Chief Financial Officer, Vice President and
Treasurer of Integrated Health Technologies, Inc., a publicly held company,
since June 1996. From June 1978 through May 1996, Mr. Friedman was a partner
at Shachat and Simpson, a certified public accounting firm. Mr. Friedman
received a B.S. degree from the University of Bridgeport and is a certified
public accountant.

Dean Hiltzik, Director. Mr. Hiltzik serves on our Board of Directors. From
September 1999 until May 2000, Mr. Hiltzik was a member of ACC's Board of
Directors. Mr. Hiltzik, a certified public accountant, is a partner and director
of the securities practice at Schneider & Associates LLP ("Schneider"), which
he joined in 1979. Schneider provides tax and consulting services to the
Company. Mr. Hiltzik received his B.A. from Columbia University in 1974 and his
M.B.A. in Accounting from Hofstra University in 1979.

Executive Officers

The following individuals are executive officers of the Company but are not
Directors or Nominees for Director:

Christopher Zigmont, Chief Financial Officer and Executive Vice President,
Finance. Mr. Zigmont is Wire One's Chief Financial Officer and Executive Vice
President, Finance. From June 1999 until May 2000, Mr. Zigmont served as VTI's
Chief Financial Officer. From March 1990 to May 1999, Mr. Zigmont held various

positions at BankBoston Corporation, most recently as Director, Finance. Prior
to joining BankBoston Corporation, Mr. Zigmont was a Senior Audit Manager with
the accounting and auditing firm of KPMG Peat Marwick. He received a B.S. degree
in Business Administration with a double major in Accounting/Finance from Boston
University.

Joseph Scotti, Executive Vice President, Sales and Marketing of Voice
Products. Mr. Scotti is Wire One's Executive Vice President, Sales and
Marketing of Voice Products. From August 1995 until May 2000, Mr. Scotti
served as ACC's Vice President, Sales and Marketing of Voice Products dealing
with all aspects of voice communications. From 1990 to 1995, Mr. Scotti held
numerous sales and sales management positions with Northern Telecom. Mr.
Scotti received a B.S. degree in Marketing from St. Peters College.

Michael Brandofino, Vice President and Chief Technology Officer. Mr.
Brandofino is Wire One's Vice President and Chief Technology Officer. From
1988 through September 2000, Mr. Brandofino held several positions at Johns
Brook Co., a technology consulting company, most recently in the position of
President. Mr. Brandofino holds a B.S. degree in Management Information
Systems from Pace University.

Kelly Harman, Vice President, Marketing. Ms. Harman serves as Wire One's
Vice President of Marketing. From October 1997 until May 2000, Ms. Harman
served as Vice President of Marketing for ACC. From 1995 to October 1997, Ms.
Harman was Manager of Sales for videoconferencing bridging division of Access
Teleconferencing International (now Vialog).

Meetings and Committees of the Board of Directors

Our Board of Directors met eight times during the year ended December 31,
2000. The Board has an Executive Committee, Audit Committee, Compensation
Committee and Stock Option Committee. All of the Directors attended each of the
meetings of the Board and the committees thereof on which they served during
2000, other than Louis Capolino who did not attend one such meeting of the
Board.

Executive Committee

We currently maintain an Executive Committee consisting of Louis Capolino,
Dean Hiltzik, Peter Maluso and Richard Reiss. Each non-employee member of our
Executive Committee receives options to purchase 500 shares of Common Stock for
each meeting attended. The Executive Committee, to the extent permitted by law,
has and may exercise when the Board of Directors is not in session all powers of
the Board in the management of the business and affairs of the Company, except
such committee does not have the power or authority to approve or recommend to
the stockholders any action that must be submitted to stockholders for approval
under the Delaware General Corporation Law. The Executive Committee had one
meeting during the year ended December 31, 2000, and all members attended the
meeting.

Audit Committee

We currently maintain an Audit Committee consisting of Louis Capolino, Eric
Friedman and Peter Maluso. Each member of our Audit Committee is "independent"
as defined under the National Association of Securities Dealers' listing
standards. Each non-employee member of our Audit Committee receives options to
purchase 500 shares of Common Stock for each meeting attended. The Audit
Committee consults and meets with the Company's auditors and its Chief Financial
Officer and accounting personnel, reviews potential conflict of interest
situations, where appropriate, and reports and makes recommendations to the full
Board of Directors regarding such matters. The Audit Committee met one time
during the year ended December 31, 2000, and all members attended the meeting.

Compensation Committee

We currently maintain a Compensation Committee consisting of Louis Capolino,
Dean Hiltzik and Peter Maluso. Each non-employee member of our Compensation
Committee receives options to purchase 500 shares of Common Stock for each
meeting attended. The Compensation Committee is responsible for supervising the
Company's executive compensation policies, reviewing officers' salaries,
approving significant changes in employee benefits and recommending to the Board
of Directors such other forms of remuneration as it deems appropriate. The
Compensation Committee met one time during the year ended December 31, 2000, and
all members attended the meeting.

Stock Option Committee

We currently maintain an Employee Stock Option Committee consisting of Eric
Friedman, Dean Hiltzik and Peter Maluso. Each non-employee member of our
Employee Stock Option Committee receives options to purchase 500 shares of
Common Stock for each meeting attended. The Stock Option Committee is
responsible for administering Wire One's employee incentive plans and
recommending to the Board of Directors such other forms of remuneration as it
deems appropriate. The Stock Option Committee did not hold any meetings during
the year ended December 31, 2000.

Audit Committee Report

The Audit Committee makes recommendations as to the engagement and fees of
the independent auditors, reviews the preparations for and the scope of the
audit of Wire One's annual financial statements, reviews drafts of such
statements and monitors the functioning of Wire One's accounting and internal
control systems by meeting with representatives of management, the independent
auditors and the internal auditors.

The Audit Committee met with members of the engagement team of BDO Seidman,
LLP ("BDO") in 2001 to review the results of the 2000 audit and to discuss the
scope of the 2001 audit. During this meeting, the Audit Committee discussed the
matters required to be discussed by Statement on Auditing Standards No. 1 with
BDO. BDO delivered the written disclosures and letter required by Independence
Standards Board Standard No. 1. This Standard requires auditors to communicate,
in writing, at least annually, all relationships between the auditors and the
Company that, in the auditor's professional judgement, may reasonably be thought
to affect the auditor's independence. The Audit Committee has received this
disclosure and discussed with BDO its independence from the Company. In
addition, the Audit Committee discussed the audited financial statements for
2000 and the results of the audit with the Company's management. Based upon its
meetings with BDO and its review of the audited financial statements, the Audit
Committee recommended to the Board that the audited financial statements be
included in ACC's Annual Report on Form 10-K.

The Audit Committee plans to meet with BDO again in 2002 to review the scope
of the 2001 audit.

Submitted by the Audit Committee:

Louis Capolino
Eric Friedman
Peter Maluso

EXECUTIVE COMPENSATION AND OTHER MATTERS

Executive Compensation

The table below summarizes information concerning the compensation paid by
the Company during 2000 to its Chief Executive Officer and its four other most
highly paid executive officers (collectively, the "Named Executive Officers"),
each of whom are currently Named Executive Officers of the Company:

Long-term
Annual Compensation Compensation Awards
----------------------------- ------------------------
Securities Underlying
Name and Principal Position Year Salary($) Bonus ($) Options
- --------------------------- ------------- ------------- ------------- ------------------------

Richard Reiss, President,
Chief Executive Officer and
Chairman of the Board .............................. 2000 275,000 135,000 --
1999 205,000 75,000 --
1998 170,208 -- 80,000

Leo Flotron, Executive Vice President ............... 2000 157,917 157,237 --
1999 124,000 119,794 495,000
1998 114,000 82,285 20,000

Joseph Scotti, Executive Vice President ............. 2000 157,917 157,237 --
1999 124,000 119,794 495,000
1998 114,000 82,285 20,000
Christopher Zigmont,
Chief Financial Officer ............................ 2000 80,000 35,000 100,000

Scott Tansey(1) ..................................... 2000 125,000 25,000 --
1999 100,000 25,000 165,000

- ---------------
(1) Scott Tansey served as Vice President, Controller and Treasurer of the
Company until March 2001.

Option Grants in 2000

The following table sets forth information regarding stock options granted
pursuant to the Company's stock option plan during 2000 to each of the Named
Executive Officers.

Percent of Potential Realized
Granted Individual Value at
Number of Securities Total Grants Assumed Annual
Underlying Options Granted Exercise or Rates of Stock
Options to Employees in Base Price Price Appreciation
Granted Fiscal 2000 (Per Share) Expiration Date for Option Term
---------- ---------------- ----------- --------------- -------------------
Name 5% 10%
- ---- -------- ----------

Richard Reiss ............................ -- --% $ -- $ -- $ --
Leo Flotron .............................. -- -- -- -- --
Joseph Scotti ............................ -- -- -- -- --
Christopher Zigmont ...................... 100,000 8.5 5.50 May 24, 2010 895,892 1,426,558
Scott Tansey ............................. -- -- -- -- --

Aggregated Option Exercises In Fiscal 2000 And Fiscal Year-End Option Values

The following table sets forth information concerning the value of
unexercised in-the-money options held by the Named Executive Officers as of
December 31, 2000.

Shares Number of Securities $ Value of Unexercised
Acquired Underlying Unexercised In-the-Money Options
on Exercise Value Realized Options at Fiscal Year-end At Fiscal Year-end
----------- -------------- ---------------------------- ---------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------

Richard Reiss ....................... -- -- 1,455,300 79,200 2,488,955 298,710
Leo Flotron ......................... -- -- 651,750 33,000 2,575,384 108,313
Joseph Scotti ....................... -- -- 651,750 33,000 2,575,384 108,313
Christopher Zigmont ................. -- -- 40,625 84,375 18,164 14,648
Scott Tansey ........................ -- -- 314,800 42,900 1,205,710 132,481

Director Compensation

Directors who are not executive officers or employees of Wire One receive a
director's fee of options to purchase 1,000 shares of Common Stock for each
board meeting attended and 500 shares of Common Stock for each Executive, Audit,
Compensation or Stock Option Committee meeting attended, whether in person or by
telephone, and options to purchase 4,000 shares of Common Stock for attendance
in person at the annual meeting of stockholders.

Employment Agreements

We entered into employment agreements with each of Messrs. Reiss, Flotron,
Scotti, Birkhahn, Zigmont, Brandofino and Ms. Harman, pursuant to which Mr.
Reiss serves as President and Chief Executive Officer, Mr. Flotron serves as
Chief Operating Officer, Mr. Scotti serves as Executive Vice President, Sales
and Marketing of Voice Products, Mr. Birkhahn serves as Executive Vice
President Business Affairs and General Counsel, Mr. Zigmont serves as Chief
Financial Officer and Executive Vice President and Mr. Brandofino serves as
Vice President and Chief Technology Officer and Ms. Harman serves as Vice
President of Marketing. The following is a summary of the material terms and
conditions of such agreements and is subject to the detailed provisions of the
respective agreements attached as exhibits to the our public filings.

Employment Agreement with Richard Reiss

The previous agreement with Mr. Reiss, the Company's President and Chief
Executive Officer, provided for a six-year term effective commencing January 1,
1997 and an annual salary of $133,000 in the first year, increasing to $170,000
and $205,000 in the second and third years, respectively. In years four, five,
and six Mr. Reiss's base salary was $205,000, subject to increase at the
discretion of the Company. Under the agreement, the Company secured and paid the
premium on a $1,000,000 life insurance policy payable to Mr. Reiss's designated
beneficiary or his estate. The agreement further provided for grants of
1,237,500 non-qualified stock options, as well as 42,857 incentive stock options
and 122,143 non-qualified stock options issuable under the Company's 1996 Stock
Option Plan. That agreement was terminated effective December 31, 2000, and was
replaced with a new agreement having a three-year term commencing January 1,
2001. Under the new agreement, Mr. Reiss is entitled, in years 1, 2, and 3,
respectively, to base compensation of $345,000, $410,000 and $480,000, and to a
formula bonus (payable in quarterly installments, subject to satisfaction of the
condition that the Company's gross revenues from continuing operations during a
given quarter increase over such revenues from the corresponding quarter of the
preceding year) of $135,000, $165,000 and $195,000. The agreement provides for a
grant of an option to purchase 300,000 shares of Company stock under the
Company's 2000 Stock Incentive Plan (the "2000 Plan"), vesting in three equal
annual installments. Mr. Reiss has the right to terminate the agreement, with a
full payout of all base and potential formula bonus compensation for the balance
of the term (but in no event less than 1 year) and acceleration of his unvested
stock options, upon a Corporate Transaction or a Change of Control (as those
terms are defined under the 2000 Plan) or a termination by the Company without
cause. Under the agreement, the Company is to secure and pay the premium on a
$2,500,000 life insurance policy payable to Mr. Reiss's designated beneficiary
or his estate.

Employment Agreement with Leo Flotron

The previous agreement with Mr. Flotron, currently the Company's chief
operating officer, provided for a three-year term effective commencing January
1, 1997 and for an annual salary of $104,000 in the first year, increasing to
$114,000 and $124,000 in the second and third years, respectively. The agreement
further entitled Mr. Flotron to an incentive bonus equal to 1/2 of 1% of the
Company's net sales. In consideration of Mr. Flotron's agreement to extend the
agreement for an additional year, on the then-prevailing salary and bonus terms,
the Company granted Mr. Flotron an additional option to purchase 495,000 shares
of Company stock. The extended agreement terminated by its terms on December 31,
2000, and was replaced with a new agreement having a three-year term commencing
January 1, 2001. Under the new agreement, Mr. Flotron is entitled, in years 1,
2, and 3, respectively, to base compensation, of $325,000, $375,000 and
$425,000, and to a discretionary bonus. The agreement provides for a grant of an
option to purchase 240,000 shares of Company stock under the 2000 Plan, vesting
in three equal annual installments. Mr. Flotron has the right to terminate the
agreement, with a full payout of all base and bonus compensation for the balance
of the term (but in no event less than 1 year) and acceleration of his unvested
stock options, upon a Corporate Transaction or a Change of Control (as defined
under the 2000 Plan) or a termination by the Company without cause.

Employment Agreement with Joseph Scotti

The agreement with Mr. Scotti, the Company's Executive Vice President Sales
of its Voice division, provided for a three-year term effective commencing
January 1, 1997 and for an annual salary of $104,000 in the first year,
increasing to $114,000 and $124,000 in the second and third years, respectively.
The agreement further entitled Mr. Scotti to an incentive bonus equal to 1/2 of
1% of the Company's net sales. In consideration of Mr. Scotti's agreement to
extend the agreement for an additional year, on the then-prevailing salary and
bonus terms, the Company granted Mr. Scotti an additional option to purchase
495,000 shares of stock. The extended agreement terminated by its terms on
December 31, 2000, and Mr. Scotti is currently employed on at "at will" basis,
with base compensation of $175,000 per year and an entitlement to an incentive
bonus equal to 1/2 of 1% of the net sales of the Company's Voice division.

Employment Agreement with Jonathan Birkhahn

The agreement with Mr. Birkhahn, the Company's Executive Vice President
Business Affairs and General Counsel, has a three-year term that commenced on
November 30, 2000. Mr. Birkhahn is entitled to base compensation of $235,000,
$260,000 and $285,000 in years 1, 2 and 3, respectively, as well as to a
discretionary bonus. The agreement provides for a grant of an option to purchase
250,000 shares under the 2000 Plan, vesting in four equal installments as
follows: after six months, after one year, after two years and after three
years.

Employment Agreement with Christopher Zigmont

The agreement with Mr. Zigmont, the Company's Executive Vice President and
Chief Financial Officer, has a three-year term that commenced on January 1,
2001. Mr. Zigmont is entitled to base compensation of $175,000, $200,000 and
$225,000 in years 1, 2 and 3, respectively, as well as to a discretionary bonus.
The agreement provides for a grant of an option to purchase 150,000 shares under
the 2000 Plan, vesting in three equal annual installments.

Employment Agreement with Michael Brandofino

The agreement with Mr. Brandofino, the Company's Vice President and Chief
Technology Officer, has a three-year term that commenced on January 1, 2001. Mr.
Brandofino is entitled to base compensation $165,000, $195,000 and $225,000 in
years 1, 2 and 3, respectively, as well as to a discretionary bonus. The
agreement provides for the grant of an option to purchase 100,000 shares under
the 2000 Plan, vesting in three equal annual installments.

Employment Agreement with Kelly Harman

The agreement with Ms. Harman, the Company's Vice President of Marketing, has
a three-year term that commenced on January 1, 2001. Ms. Harman is entitled to
base compensation of $150,000, $175,000 and $200,000 in years 1, 2 and 3,
respectively, as well as to a discretionary bonus. The agreement provides for
the grant of an option to purchase 50,000 shares under the 2000 Plan, vesting in
three equal annual installments.

Compensation Committee Report on Executive Compensation

Scope of the Committee's Work

The Compensation Committee of the Company's Board of Directors has the
authority and responsibility to establish the overall compensation strategy for
Wire One, including salary and bonus levels, and to review and make
recommendations to the Board with respect to the compensation of Wire One's
executive officers. The current members of the Compensation Committee are
Messrs. Capolino, Hiltzik and Maluso, each of whom is a non-employee director
within the meaning of Section 16 of the Exchange Act, and an "outside director"
within the meaning of Section 162(m) of the Code. The Compensation Committee was
established in 1999; prior thereto, compensation decisions and grants of stock
options were made by the full Board.

Executive Compensation Philosophy and Policies

Wire One's overall compensation philosophy is to provide a total compensation
package that is competitive and enables Wire One to attract, motivate, reward
and retain key executives and other employees who have the skills and experience
necessary to promote the short-and long-term financial performance and growth of
the Company.

The Compensation Committee recognizes the critical role of its executive
officers in the significant growth and success of the Company to date and its
future prospects. Accordingly, Wire One's executive compensation policies are
designed to (1) align the interests of executive officers with those of
stockholders by encouraging stock ownership by executive officers and by making
a significant portion of executive compensation dependent upon the Company's
financial performance, (2) provide compensation that will attract and retain
talented professionals, (3) reward individual results through base salary,
annual cash bonuses, long-term incentive compensation in the form of stock
options and various other benefits and (4) manage compensation based on skill,
knowledge, effort and responsibility needed to perform a particular job
successfully.

In establishing salary, bonuses and long-term incentive compensation for its
executive officers, the Compensation Committee takes into account both the
position and the expertise of a particular executive, as well as the Committee's
understanding of competitive compensation for similarly situated executives in
the Company's sector of the technology industry.

Executive Compensation

Base Salary. Salaries for executive officers for 2000 and 2001 were generally
determined by the Compensation Committee on an individual basis in connection
with the determination of the terms of such executives applicable employment
agreement, based upon the following criteria: such executive's scope of
responsibility, performance, prior experience and salary history, as well as the
salaries for similar positions at comparable companies.

Bonus. The amount of cash bonuses paid to executives was partially based
upon the financial results of Wire One and partially based on the decision of
the Chief Executive Officer. Messrs. Flotron and Scotti each received a bonus
of $157,237 respectively. Mr. Zigmont received a bonus of $35,000 and Mr.
Tansey received a bonus of $25,000 for their respective services in 2000. As
noted above, Messrs. Flotron and Scotti were also paid a bonus in 2000 in the
form of stock option grants. In 2000, Mr. Zigmont received options to purchase
100,000 shares of Wire One common stock.

Long-Term Incentive Awards. The Compensation Committee believes that
equity-based compensation in the form of stock options links the interests of
executives with the long-term interests of Wire One's stockholders and
encourages executives to remain in Wire One's employ. The Company grants stock
options in accordance with its various stock option plans. Grants are awarded
based on a number of factors, including the individual's level of
responsibility, the amount and term of options already held by the individual,
the individual's contributions to the achievement of Wire One's financial and
strategic objectives, and industry practices and norms.

Compensation of the Chief Executive Officer

Mr. Reiss, who served as ACC's Chairman of the Board of Directors, President
and Chief Executive Officer since its formation in 1991 until May 2000, and has
served as Wire One's President and Chief Executive Officer since its formation

in May 2000, was paid a base salary of $275,000 in 2000. He was also paid a cash
bonus of $135,000 for his service to us in 2000.

Effective January 1, 1997, we entered into an Employment Agreement with Mr.
Reiss (see "Employment Agreements" above) pursuant to which he serves as
President and Chief Executive Officer. Mr. Reiss's salary and other compensation
and the terms of his employment agreement have been established by reference to
the salaries and equity participations of other chief executive officers of
companies in the Company's industry and related industries and in recognition of
Mr. Reiss' unique skills and importance to the Company.

Internal Revenue Code Section 162(m) Limitation

Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to publicly held companies for compensation exceeding
$1 million per year paid to certain of the Company's executive officers. The
limitation applies only to compensation that is not considered to be
performance-based. The non-performance based compensation paid to Wire One's
executive officers in 1999 did not exceed the $1 million per year limit per
officer. The 2000 Plan is structured so that any compensation deemed paid to an
executive officer in connection with the exercise of option grants made under
that plan will qualify as performance-based compensation which will not be
subject to the $1 million per year limit. The Compensation Committee currently
intends to limit the dollar amount of all non-performance based compensation
payable to the Company's executive officers to no more than $1 million per year.
The Compensation Committee is aware of the limitations imposed by Section
162(m), and the exemptions available therefrom, and will address the issue of
deductibility when and if circumstances warrant.

Submitted by the Compensation Committee:

Louis Capolino
Dean Hiltzik
Peter Maluso

Compensation Committee Interlocks and Insider Participation

Dean Hiltzik and Peter Maluso served on the Compensation Committee of the
Board of Directors of ACC and Wire One during 2000. No member of the
Compensation Committee was at any time during 2000 or at any other time an
officer or employee of Wire One. We receive financial and tax services from an
accounting firm in which Mr. Hiltzik is a partner (see "Certain Relationships
and Related Transactions" below). No member of the Compensation Committee served
on the board of directors or compensation committee of any entity which has one
or more executive officers serving as a member of the Board or its Compensation
Committee.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The landlord for our Hillside, New Jersey office is Vitamin Realty
Associates, L.L.C. of which Eric Friedman, one of our directors, is a member.
These premises consist of 38,954 feet of office space and secured warehouse
facilities. The lease term is for five years and expires on August 31, 2005. The
base rental for the premises during the term of the lease is $259,100 per year.
In addition, Wire One must pay its share of the landlord's operating expenses
(i.e., those costs or expenses incurred by the landlord in connection with the
ownership, operation, management, maintenance, repair and replacement of the
premises, including, among other things, the cost of common area electricity,
operational services and real estate taxes). For the years ended December 31,
2000, 1999 and 1998, rent expense associated with this lease was $225,000,
$135,000 and $119,000, respectively. We believe that the lease reflects a fair
rental value for the property and is on terms no less favorable than we could
obtain in an arm's length transaction with an independent third party.

We receive financial and tax services from an accounting firm in which Dean
Hiltzik, one of the Company's directors, is a partner. Since Mr. Hiltzik became
a director of ACC on September 15, 1999, we have incurred fees of approximately
$112,000 for services received from this firm, $62,000 of which were incurred in
2000.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership
of Common Stock as of April 20, 2001 by each of the following:

o each person (or group within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934) known by us to own beneficially 5% or more
of the Common Stock;

o Wire One's directors and Named Executive Officers; and

o all directors and executive officers of Wire One as a group.

As used in this table, "beneficial ownership" means the sole or shared power
to vote or direct the voting or to dispose or direct the disposition of any
security. A person is considered the beneficial owner of securities that can be
acquired within 60 days from the date of this proxy statement through the
exercise of any option, warrant or right. Shares of Common Stock subject to
options, warrants or rights which are currently exercisable or exercisable
within 60 days are considered outstanding for computing the ownership percentage
of the person holding such options, warrants or rights, but are not considered
outstanding for computing the ownership percentage of any other person. The
amounts and percentages are based upon 17,317,544 shares of Common Stock
outstanding as of April 20, 2001.

Number of Shares Percentage
Name and Address of Beneficial Owners(1) Owned(2) of Outstanding Shares
- ---------------------------------------- ---------------- ---------------------

Executive Officers and Directors:

Richard Reiss ...................... 4,730,550 (3) 25.2%
Leo Flotron ........................ 988,350 (4) 5.5
Joseph Scotti ...................... 988,350 (4) 5.5
Peter N. Maluso .................... 131,600 (5) *
Dean Hiltzik ....................... 111,160 (6) *
Eric Friedman ...................... 102,200 (7) *
Louis Capolino ..................... 85,472 (8) *
Jonathan Birkhahn .................. 62,500 (9)
Kelly Harman ....................... 61,075(10) *
Christopher A. Zigmont ............. 40,625(11) *
Michael Brandofino ................. 3,035(12) *
All directors and executive
officers as a group(11 people) ..... 7,202,717 35.1

5% Owners:

Peconic Fund Ltd.
c/o Ramius Capital Group LLC
666 Third Avenue, 26th Floor
New York, NY 10017 ................. 965,250(13) 5.5

- ---------------
* Less than 1%
(1) Unless otherwise noted, the address of each of the persons listed is c/o
Wire One Technologies, Inc., 225 Long Avenue, Hillside, NJ 07205.
(2) Unless otherwise indicated by footnote, the named persons have sole voting
and investment power with respect to the shares of Common Stock
beneficially owned.
(3) Includes 1,455,300 shares subject to presently exercisable stock options
and 82,500 shares held by a trust for the benefit of Mr. Reiss' children,
of which he is the trustee.
(4) Includes 658,350 shares subject to presently exercisable stock options.
(5) Includes 49,600 shares subject to presently exercisable stock options.
(6) Includes 102,850 shares subject to presently exercisable stock options.
(7) Includes 48,275 shares subject to presently exercisable stock options.
(8) Includes 23,350 shares subject to presently exercisable stock options.
(9) Includes 62,500 shares subject to presently exercisable stock options.
(10) Includes 61,075 shares subject to presently exercisable stock options.
(11) Includes 40,625 shares subject to presently exercisable stock options.
(12) Includes 1,064 shares currently held in an escrow account until April
30, 2001.
(13) Includes 250,250 shares subject to presently exercisable warrants.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's executive officers and directors and
persons who beneficially own more than 10% of a registered class of our equity
securities to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Executive officers, directors and greater
than 10% stockholders are required by regulations of the Securities and Exchange
Commission to furnish us with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of reports we received, or written
representations that no such reports were required for those persons, we believe
that, for 2000, all statements of beneficial ownership required to be filed with
the Securities and Exchange Commission were filed on a timely basis except as
follows: one late report for each of Michael Brandofino and Kelly Harman was
filed in connection with Mr. Brandofino's and Ms. Harman's appointments as
executive officers; one late report was filed for each of Christopher Zigmont
and Louis Capolino.

PROPOSAL #2

APPROVAL OF COMMON STOCK ISSUANCE UPON CONVERSION
AND EXERCISE OF SECURITIES

The stockholders are being asked, in accordance with the requirements of Rule
4350(i)(1)(D) of the Nasdaq Stock Market (the "Rule"), to approve the issuance
by the Company of more than 20% of its common stock upon the conversion of the
Company's series A preferred and exercise of the related warrants. The Rule
restricts the Company from issuing more 20% of its outstanding shares of common
stock at less than market value in any transaction unless the Company obtains
prior stockholder approval (the "Exchange Cap").

On the Original Issue Date of June 14, 2000, the Company issued 2,450 shares
of its series A preferred and warrants to purchase 857,500 shares of its common
stock in a private placement to institutional and strategic investors, none of
whom were officers or directors of the Company. The net proceeds of the offering
were approximately $16.3 million. A detailed description of the material terms
of the series A preferred and the related warrants is attached hereto as
Appendix A. The series A preferred and the related warrants have customary
anti-dilution provisions. Each share of series A preferred has a stated value of
$7,000, and is convertible into the Company's common stock at a conversion
price, fixed until June 14, 2001, of $7.00 per share (and then subject to
reduction as described below). Each warrant has an exercise price of $10.50 per
share. Each of these prices is lower than the $11.50 closing price of the
Company's common stock on the Original Issue Date. Thus, the Rule's restrictions
upon conversions of the series A preferred and exercise of the related warrants
may apply.

If all the series A preferred were converted at the price of $7.00 per share,
and reserving shares for the potential exercise of all of the related warrants,
the Company would be obligated to issue 3,307,500 shares of its common stock,
representing 19.96% of the Company's outstanding common stock (based on
16,570,641 shares of common stock outstanding on the Original Issue Date).

Beginning on June 14, 2001, each holder of series A preferred has the right
to substitute an "alternative conversion price" for the $7.00 fixed conversion
price. The alternative conversion price is the higher of (i) 70% of the fixed
conversion price then in effect or (ii) the market price on any conversion date,
which is defined for such purposes as the average of the closing sale prices of
the Company's common stock during the 20 consecutive trading days immediately
preceding such conversion date. The average closing price of the Company's
common stock for the twenty (20) trading days prior to April 23, 2001 was
$2.2051. If the Company's common stock price remains below $7.00 per share
beyond June 14, 2001, it is likely that a holder of the series A preferred will
choose the alternative conversion price upon conversion of such holder's shares.

By application of the Rule, and based on the 16,570,641 shares of the
Company's common stock outstanding on the Original Issue Date, the Company only
may issue 3,314,128 shares of its common stock upon conversion of the series A
preferred and exercise of the related warrants. To date, 335 shares of series A
preferred have been converted into 335,000 shares of common stock. After giving
effect to such conversions, and reserving shares for the potential exercise of
all of the related warrants, the maximum number of shares of common stock that
the Company could issue upon conversion of the 2,115 outstanding shares of
series A preferred without violating the Rule would be 2,121,628 shares,
corresponding to 1,485 shares of series A preferred. Accordingly, beginning on
June 14, 2001, assuming all outstanding shares of series A preferred stock are
converted at the lowest possible alternate conversion price of $4.90 per share,
the Company would be required, by the terms of the certificate of designation
setting forth the terms of the series A preferred, to redeem the remaining 630
shares of its series A preferred stock (otherwise convertible into 900,000
shares of common stock) in the form of a cash payment in the amount of 110% of
the $7,000 per share stated value, or $7,700 per share, for an aggregate
redemption price of $4,851,000.

Because the market value of the Company's Common Stock at and surrounding the
Original Issue Date substantially exceeded the $7.00 per share fixed conversion
price, the Company anticipated, as described above, that it would be required to
issue no more than 20% of its outstanding shares of common stock upon conversion
of the series A preferred and exercise of the related warrants and so determined
not to seek your approval under the Rule prior to the Original Issue Date to
allow such an issuance.

The Company believes it would be in your best interests to issue common stock
in full satisfaction of conversion of the series A preferred and exercise of the
related warrants in lieu of the cash redemption described above. The certificate
of designation setting forth the terms of the series A preferred expressly
permits the Company to issue shares upon conversion of the series A preferred in
excess of the Exchange Cap as long as the Company first obtains your approval,
in accordance with the rules of the Nasdaq Stock Market.

In light of the foregoing, the Company recommends that you approve the
issuance of shares of its common stock in full satisfaction of conversion of the
series A preferred and exercise of the related warrants in excess of the
Exchange Cap.

Required Vote

In accordance with the Rule, an affirmative vote of the holders of a majority
of the shares of common stock present at the Annual Meeting (excluding any
shares of common stock issued upon conversion of the series A preferred or
exercise of the related warrants) in person or by proxy and entitled to vote is
required for approval of the issuance by the Company of more than 20% of its
common stock (based on 16,570,641 shares of common stock outstanding on the
Original Issue Date) in full satisfaction of the conversion of the series A
preferred and exercise of the related warrants.

If this proposal is not approved, the Company will promptly seek to amend the
certificate of designation setting forth the terms of the series A preferred to
provide that it will abide by the Exchange Cap, irrespective of whether it
continues to maintain the listing of its common stock on the Nasdaq Stock
Market. Such amendment would require the consent of holders of not less than 2/3
of the then outstanding shares of series A preferred. Accordingly, your failure
to approve this proposal will not result in the Company's seeking a delisting of
its common stock from the Nasdaq Stock Market.

SHARES OF COMMON STOCK ISSUED UPON CONVERSION OF THE SERIES A PREFERRED OR
EXERCISE OF THE RELATED WARRANTS MAY NOT BE VOTED ON THIS PROPOSAL.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE
ISSUANCE BY THE COMPANY OF SHARES OF ITS COMMON STOCK IN FULL SATISFACTION OF
CONVERSION OF THE SERIES A PREFERRED AND EXERCISE OF THE RELATED WARRANTS IN
EXCESS OF THE EXCHANGE CAP.

PROPOSAL #3

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors of the Company has appointed the firm of BDO Seidman,
LLP as independent auditors to audit the consolidated financial statements of
the Company and its subsidiaries for the fiscal year ending December 31, 2001,
subject to ratification by the stockholders of the Company. BDO audited the
Company's financial statements for the fiscal year ending December 31, 2000.

A member of BDO is expected to be present at the Annual Meeting, to be
provided with an opportunity to make a statement if such member desires to do so
and to be available to respond to appropriate questions from stockholders.

Required Vote

Approval of the Independent Auditor Proposal requires the affirmative vote of
a majority of the votes cast by holders of Common Stock present at the Annual
Meeting in person or by proxy entitled to vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
APPROVAL OF THE INDEPENDENT AUDITORS PROPOSAL.

STOCK PERFORMANCE GRAPH

The graph below compares the cumulative total stockholder return on the
Company's Common Stock with the cumulative total return on The Nasdaq National
Market Index and a peer group selected by the Company on an industry and line-
of-business basis. The period shown commences on December 29, 1996 and ends on
December 31, 2000, the end of the Company's last fiscal year. The graph assumes
an investment of $100 on December 29, 1996, and the reinvestment of any
dividends.

The comparisons in the graph below are based upon historical data and are not
indicative of, nor intended to forecast, future performance of the Company's
Common Stock.

[GRAPH]

INDEXED STOCK QUOTES December 1996 December 1997 December 1998 December 1999 December 2000

Wire One Technologies, Inc. ................ 100.0000 91.8605 44.1860 47.0921 42.4419
The Nasdaq National Market Index ........... 100.0000 121.6354 169.8404 315.1987 191.3604
Nasdaq Telecommunications Index ............ 100.0000 142.0036 231.9994 470.2885 214.6450

STOCK QUOTES December 1996 December 1997 December 1998 December 1999 December 2000

Wire One Technologies, Inc. ................ 10.7500 9.8750 4.7500 5.0624 4.5625
The Nasdaq National Market Index ........... 1,291.0300 1,570.3500 2,192.6900 4,069.3100 2,470.5200
Nasdaq Telecommunications Index ............ 215.9100 306.6000 500.9100 1,015.4000 463.4400

APPENDIX A

DESCRIPTION OF SERIES A PREFERRED AND RELATED WARRANTS

The following summary of the terms and provisions of our series A preferred
and related warrants is not complete and you should read our certificate of
designation and the form of warrant, which are attached as exhibits to our
public filings.

Series A Preferred Stock

2,500 shares of the Company's preferred stock have been designated as series
A preferred stock. As of the date hereof, the Company has outstanding 2,115
shares of series A preferred stock, with 335 shares previously converted into
335,000 shares of common stock. Each share of series A preferred stock has a
stated value of $7,000, which is convertible into the Company's common stock at
a fixed conversion price equal to $7.00 per share. Beginning on June 14, 2001,
each holder of series A preferred stock has the option to substitute an
"alternative conversion price" for the $7.00 fixed conversion price. The
alternative conversion price is the higher of (i) 70% of the fixed conversion
price then in effect or (ii) the market price on any conversion date, which is
equal to the average of the closing sale prices of the common stock during the
20 consecutive trading days immediately preceding any conversion date. There are
no penalty provisions requiring the Company to issue additional common stock for
failure to timely deliver shares of common stock upon conversion of its series A
preferred stock.

The number of shares of common stock issuable upon conversion is subject to
adjustment for stock splits, recapitalizations or other dilutive transactions,
as well as issuances of common stock at a price below the conversion price in
effect, or the issuance of warrants, options, rights, or convertible securities
which have an exercise price or conversion price less than the conversion price
then in effect.

The outstanding shares of series A preferred stock outstanding will convert
automatically into common stock at the applicable conversion price then in
effect on the earlier (i) the consummation of a sale of the Company's common
stock in a firm commitment underwritten public offering pursuant to a
registration statement under the Securities Act of 1933, the public offering
price of which is not less than $12.00 per share (adjusted for any stock splits,
stock dividends, combinations or recapitalizations) and in which the Company
receives aggregate gross proceeds of not less than $40,000,000 or (ii) the
conclusion of a 20 consecutive trading day period where the closing sale price
of the Company's common stock equals or exceeds $12.50.

Pursuant to its terms, the series A preferred stock and the warrants issued
in connection therewith are convertible or exercisable by any holder only to the
extent that the number of shares of common stock issuable thereunder, together
with the number of shares of common stock owned by such holder and its
affiliates (but not including shares of common stock underlying unconverted or
unexercised options, warrants or convertible securities), would not exceed 4.99%
of the then outstanding common stock as determined in accordance with Section
13(d) of the Securities Exchange Act of 1934. In addition, the Company can not
effect any mandatory conversion until the registration statement covering the
resale of the common stock issuable upon conversion of the series A preferred
stock and exercise of the related warrants has been declared effective.

The Company is not obligated to issue any shares of its common stock upon
conversion of the series A preferred if the issuance of such shares of its
common stock would exceed that number of shares of common stock which the
Company can issue upon conversion of the series A preferred (the "Exchange Cap")
without breaching the Company's obligations under the rules or regulations of
the Nasdaq National Market, or the market or exchange where the common stock is
then traded, except that such limitation will not apply if the Company obtains
the approval of its stockholders as required by the applicable rules of the
Nasdaq National Market, or the market or exchange where the common stock is then
traded (or any successor rule or regulation), for issuances of common stock in
excess of such amount or obtains a written opinion from outside counsel to the
Company that such approval is not required. Until such approval or written
opinion is obtained, no holder of series A preferred shall be issued, upon
conversion of such shares of series A preferred, shares of common stock in an
amount greater than the product of the Exchange Cap amount multiplied by a
fraction, the numerator of which is the number of series A preferred issued to
such holder and the denominator of which is 2,450.

A-1

The Company also may be required to redeem each share of series A preferred
stock at 110% of the stated value, or $7,700 per share, upon the occurrence of
mergers, consolidations, tender offers or the sale of substantially all our
assets, or any of the following specified events:

o the unavailability or lapse in the effectiveness of such registration
statement for ten (10) consecutive trading days or an aggregate of thirty
(30) trading days per year provided that such lapse is not due to factors
solely within the control of a holder of the series A convertible preferred
stock;

o the suspension or halting from trading, suspension from listing or
delisting of our common stock by the Nasdaq National Market, the New York
Stock Exchange or the American Stock Exchange for five (5) consecutive
trading days (excluding disruptions from business announcements that result
in any halt(s) in trading of not more than three (3) days on each occasion)
and other than as a result of the suspension of trading in securities on
such market in general;

o the Company's failure to comply with conversions of the series A preferred
stock after a conversion notice is submitted due to limitations imposed by
the Exchange Cap;

o specified breaches of representations, warranties, covenants (that are not
cured in fewer than ten (10) days) or terms of the documents delivered in
connection with the purchase and sale of the series A preferred stock which
would have a material adverse effect on the Company; or

o any of the shares of series A preferred stock have not been converted into
common stock on June 14, 2003.

If the Company is unable to effect a redemption of all the shares of series A
preferred stock submitted for redemption, it will redeem a pro rata amount from
each holder.

Upon any sale of all or substantially all our assets, or a recapitalization,
reorganization, reclassification, consolidation or merger with or into another
company in which we are not the surviving entity, the Company will obtain from
the acquiring person or entity a written agreement whereby the other corporation
will assume all of its obligations under the series A preferred stock.

The holders of the series A preferred stock are not entitled to receive
dividends. The holders of the series A preferred stock have preemptive rights to
subscribe for any additional shares of any class of our capital stock or for any
issue of bonds, notes or other securities convertible into any class of our
capital stock. The holders of the series A preferred stock have no voting rights
except as provided by law, and except to the extent such holders own common
stock.

In the event of any voluntary or involuntary liquidation, dissolution or
winding up, the holders of the series A preferred stock are entitled to receive
in cash out of the Company's assets, whether from capital or from earnings
available for distribution to our stockholders, before any amount shall be paid
to any class junior in rank to the series A preferred stock, an amount per share
of series A preferred stock equal to $7,000 plus any accrued and unpaid
dividends.

Warrants

In connection with the sale of the series A preferred stock, the Company
issued to the purchasers warrants to purchase 857,500 shares of common stock.
Each warrant has an exercise price of $10.50 per share and expires on June 14,
2005 (subject to extension). The warrant is subject to anti-dilution provisions
in the event the Company sells common stock or securities convertible or
exercisable into common stock at a price less than $10.50, subject to
adjustment.

Additionally, upon not less than 30 days advance notice, the Company may
redeem the warrants at a price of $0.10 per warrant but only if the closing sale
price for the Company's common stock issuable upon exercise of the warrant
equals or exceeds 200% of the exercise price then in effect for a period of 20
consecutive trading days ending at least three days prior to the date of the
notice of redemption.

The warrant holder may designate a "cashless exercise option." This option
entitles the warrant holders to elect to receive fewer shares of common stock
without paying the cash exercise price. The number of shares to be issued will
be determined by a formula based on the total number of shares to which the
warrant holder is entitled, the current market value of the common stock and the
applicable exercise price of the warrant.

A-2

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF WIRE ONE TECHNOLOGIES, INC.
FOR THE 2001 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 2001

The undersigned stockholder of WIRE ONE TECHNOLOGIES, INC., a Delaware
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, each dated April 26, 2001, and hereby appoints
Richard Reiss and Jonathan Birkhahn or either of them, proxies, with full power
to each of substitution, on behalf and in the name of the undersigned, to
represent the undersigned at the 2001 Annual Meeting of Stockholders of WIRE ONE
TECHNOLOGIES, INC. to be held on May 25, 2001 at 9:00 a.m., local time, at the
Holiday Inn, 304 Route 22 West, Springfield, New Jersey 07081 and at any
adjournment or adjournments thereof, and to vote all shares of Common Stock
which the undersigned would be entitled to vote if then and there personally
present, on the matters set forth on the reverse side.

(Continued and to be signed on the reverse side)

Please date, sign and mail you proxy card back
as soon as possible!

Annual Meeting of Stockholders
WIRE ONE TECHNOLOGIES, INC.

May 25, 2001

This Proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this Proxy will be voted
FOR nominees in Proposal No. 1 and FOR each of the Proposals.

1. PROPOSAL NO. 1: ELECTION OF DIRECTORS:

[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for
(except as indicated) all nominees listed below

Leo Flotron
Peter N. Maluso

If you wish to withhold authority to vote for any individual nominee, write that
nominee's name in the space below.

*2. PROPOSAL NO. 2: APPROVAL OF COMMON STOCK ISSUANCE UPON CONVERSION AND
EXERCISE OF SECURITIES:

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. PROPOSAL NO. 3: APPROVAL AND RATIFICATION OF BDO SEIDMAN, LLP AS
INDEPENDENT AUDITORS:

[ ] FOR [ ] AGAINST [ ] ABSTAIN

DATED:____________________, 2001

--------------------------------
Signature

This Proxy should be marked, dated and signed by the stockholder(s) exactly as
his or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.

*Shares of common stock issued upon conversion of the series A preferred or
exercise of the related warrants may not be voted on this proposal.