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                                 Form of
                      CERTIFICATE OF DESIGNATION OF
              5% CONVERTIBLE PREFERRED STOCK, SERIES 1999-B
                   OF UNIVIEW TECHNOLOGIES CORPORATION
                                    
                     Pursuant to Article 2.13 of the
                     Texas Business Corporation Act
                                    
     Section  1.      Designation, Amount, Par Value,  Stated  Value  and
Rank.   The  series of preferred stock shall be designated as Convertible
Preferred Stock, Series 1999-B (the "Series 1999-B Preferred Stock"), and
the  number  of  shares so designated shall be 84  (which  shall  not  be
subject to increase without the consent of the holders of the Series 1999-
B  Preferred  Stock ("Holder")).  Each share of Series  1999-B  Preferred
Stock  shall  have a par value of $1.00 per share and a stated  value  of
$25,000 per share (the "Stated Value").
     
     The  Series  1999-B Preferred Stock shall rank senior to the  Junior
Securities  (as  defined below) and pari passu with all other  series  of
preferred  stock of the Company issued and outstanding as  to  dividends,
distributions and upon liquidation, dissolution or winding up.
     
     Section 2.     Dividends.
     
     (a)   Holders of Series 1999-B Preferred Stock shall be entitled  to
receive,  when and as declared by the Board of Directors,  out  of  funds
legally  available  therefor,  and  the  Company  shall  pay,  cumulative
dividends at the rate per share (as a percentage of the Stated Value  per
share)  equal to 5% per annum, payable in cash or shares of Common  Stock
(as  defined  in  Section 7) at (subject to the terms and conditions  set
forth  herein) the option of the Company.  Dividends on the Series 1999-B
Preferred Stock shall be calculated on the basis of a 360-day year, shall
accrue daily commencing on the Original Issue Date (as defined in Section
7),  and  shall  be  deemed to accrue from such date  and  be  cumulative
whether  or not earned or declared and whether or not there are  profits,
surplus  or other funds of the Company legally available for the  payment
of  dividends.   Accrued  and  unpaid  dividends  of  the  Series  1999-B
Preferred  Stock  shall be paid on the date on which such  Series  1999-B
Preferred  Stock  is converted.  The party that holds the  Series  1999-B
Preferred  Stock  on an applicable record date for any  dividend  payment
will  be  entitled to receive such dividend payment and any other accrued
and  unpaid dividends which accrued prior to such dividend payment  date,
without regard to any sale or disposition of such Series 1999-B Preferred
Stock  subsequent  to  the  applicable  record  date  but  prior  to  the
applicable  dividend payment date.  Except as otherwise provided  herein,
if  at  any time the Company pays less than the total amount of dividends
then  accrued  on  account  of the Series 1999-B  Preferred  Stock,  such
payment shall be distributed ratably among the Holders of the Series 1999-
B  Preferred  Stock based upon the number of shares held by each  Holder.
Payment  of  dividends on the Series 1999-B Preferred  Stock  is  further
subject  to the provisions of Section 5(c)(i).  The Company shall provide
the Holders notice of its intention to pay dividends in cash or shares of
Common  Stock.   If  dividends are paid in shares of  Common  Stock,  the
number  of shares of Common Stock payable as such dividend to each Holder
shall be equal to the cash amount of such dividend payable to such Holder
on such dividend payment date divided by the average closing bid price of
the Common Stock on the NASDAQ or such other registered national exchange
or  over the counter market on which the Company's Common Stock primarily
trades for the five Trading Days prior to such dividend payment date.
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     (b)   Notwithstanding anything to the contrary contained herein, the
Company may not issue shares of Common Stock in payment of dividends (and
must  deliver  cash  in respect thereof) on the Series  1999-B  Preferred
Stock if:
     
          (i)   the  number  of  shares  of  Common  Stock  at  the  time
     authorized,  unissued and unreserved for all purposes,  or  held  as
     treasury  stock, is insufficient to pay such dividends in shares  of
     Common Stock;
          
          (ii)  the issuance of such shares would result in the recipient
     thereof  beneficially owning, in accordance with the  provisions  of
     Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as
     amended  (the "Exchange Act") as such provisions may be  amended  or
     superseded,  or  any  successor statute or rule promulgated  by  the
     Commission, more than 4.999% of the issued and outstanding shares of
     Common Stock; or
          
          (iii)      the  Company  has  failed  to  timely  satisfy   its
     obligations pursuant to any Conversion Notice (as defined in Section
     5(a)(ii)).
     
     (c)   So  long  as  any Series 1999-B Preferred Stock  shall  remain
outstanding,  except  pursuant to existing  agreements  of  the  Company,
neither the Company nor any subsidiary thereof shall redeem, purchase  or
otherwise  acquire  directly  or indirectly  any  Junior  Securities  (as
defined  in Section 7), nor shall the Company directly or indirectly  pay
or  declare any dividend or make any distribution (other than a  dividend
or  distribution described in Section 5) upon, nor shall any distribution
be made in respect of, any Junior Securities, nor shall any monies be set
aside  for  or applied to the purchase or redemption (through  a  sinking
fund or otherwise) of any Junior Securities.
     
     Section  3.     Voting Rights.  Except as otherwise provided  herein
and as otherwise required by law, the Series 1999-B Preferred Stock shall
have  no voting rights.  However, so long as any shares of Series  1999-B
Preferred  Stock are outstanding, the Company shall not and  shall  cause
its  subsidiaries not to, without the affirmative vote of the holders  of
all  of the shares of the Series 1999-B Preferred Stock then outstanding,
(a) alter or change adversely the powers, preferences or rights given  to
the Series 1999-B Preferred Stock, (b) alter or amend this Certificate of
Designation,  (c) authorize or create any class of stock  ranking  as  to
dividends  or  distribution of assets upon a Liquidation (as  defined  in
Section  4)  or  otherwise senior to the Series 1999-B  Preferred  Stock,
except for any series of Series 1999-B Preferred Stock issued and sold in
accordance  with  the  Purchase Agreement,  (d)  amend  its  Articles  of
Incorporation,  bylaws  or  other  charter  documents  so  as  to  affect
adversely  any rights of any holders, (e) increase the authorized  number
of  shares  of  Series 1999-B Preferred Stock, and  (f)  enter  into  any
agreement with respect to the foregoing.
     
     Section  4.      Liquidation.  Upon any liquidation, dissolution  or
winding-up   of   the  Company,  whether  voluntary  or  involuntary   (a
"Liquidation"),  the  Holders shall be entitled to  receive  out  of  the
assets  of  the Company, whether such assets are capital or surplus,  for
each share of Series 1999-B Preferred Stock an amount equal to the Stated
Value  plus all accrued but unpaid dividends per share, whether  declared
or  not,  before any distribution or payment shall be made to the holders
of  any  Junior  Securities, and if the assets of the  Company  shall  be
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insufficient  to pay in full such amounts, then the entire assets  to  be
distributed  to  the holders of Series 1999-B Preferred  Stock  shall  be
distributed  among the holders of Series 1999-B Preferred Stock  and  the
holders  of  all  securities  ranking pari passu  to  the  Series  1999-B
Preferred  Stock ratably in accordance with the respective  amounts  that
would be payable on such shares if all amounts payable thereon were  paid
in  full.  A sale, conveyance or disposition of all or substantially  all
of  the  assets of the Company or the effectuation by the  Company  of  a
transaction or series of related transactions in which more than  50%  of
the  voting  power  of the Company is disposed of, or a consolidation  or
merger  of the Company with or into any other company or companies  shall
not  be  treated  as a Liquidation, but instead shall be subject  to  the
provisions  of Section 5.  The Company shall mail written notice  of  any
such  Liquidation, not less than 45 days prior to the payment date stated
therein, to each record holder of Series 1999-B Preferred Stock.
     
     Section 5.     Conversion.
     
     (a)   (i)   Each share of Series 1999-B Preferred Stock (in  minimum
     amounts  of  $50,000  or such lesser amounts as  the  holders  of  a
     majority   in  interest  of  Series  1999-B  Preferred  Stock   then
     outstanding shall agree) shall be convertible into shares of  Common
     Stock  (subject  to  reduction pursuant  to  Section  5(a)(iii)  and
     Section 5(a)(v) at the Conversion Ratio (as defined in Section 7) at
     the  option of the Holder in whole or in part at any time  beginning
     on  July 26, 1999, and after, except that, before July 26, 1999, the
     Holder  of the Series 1999-B Preferred Stock may convert the  Series
     1999-B  Preferred Stock at any time that the closing sale  price  of
     the  Company's Common Stock equals or exceeds $2.50 per share on the
     Trading  Day  immediately preceding such proposed  conversion.   The
     Holders shall effect conversions by surrendering the certificate  or
     certificates  representing  the shares of  Series  1999-B  Preferred
     Stock  to  be  converted to the Company, together with the  form  of
     conversion  notice  attached  hereto  as  Exhibit  A  (the   "Holder
     Conversion  Notice").  Each Holder Conversion Notice  shall  specify
     the  number  of  shares  of  Series 1999-B  Preferred  Stock  to  be
     converted  and the date on which such conversion is to be  effected,
     which  date  may not be prior to the date the holder  delivers  such
     Holder  Conversion  Notice  by  facsimile  (the  "Holder  Conversion
     Date").   If  no  Holder Conversion Date is specified  in  a  Holder
     Conversion Notice, the Holder Conversion Date shall be the date that
     the Holder Conversion Notice is deemed delivered pursuant to Section
     5(i).   Subject to Sections 5(b) and 5(a)(iii) hereof,  each  Holder
     Conversion Notice, once given, shall be irrevocable.  If the  Holder
     is  converting less than all shares of Series 1999-B Preferred Stock
     represented  by  the  certificate or certificates  tendered  by  the
     Holder  with  the  Holder  Conversion Notice,  or  if  a  conversion
     hereunder  cannot  be effected in full for any reason,  the  Company
     shall promptly deliver to such Holder (in the manner and within  the
     time  set  forth in Section 5(b)) a certificate for such  number  of
     shares  as  have not been converted, or the Company shall carry  the
     balance of such remaining shares of Holder's Series 1999-B Preferred
     Stock on the Company's preferred stock ledger without issuing a  new
     certificate, at Holder's option.  In the absence of receipt  by  the
     Company  of  Holder's election not to receive new certificates,  the
     Company shall deliver such certificate(s) as provided herein.
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          (ii)  On the third anniversary of the Original Issue Date,  the
     Company  may  require the conversion of all of the then  outstanding
     and  unconverted  shares  of Series 1999-B Preferred  Stock  at  the
     Conversion   Ratio  (subject  to  reduction  pursuant   to   Section
     5(a)(iii))  by  delivering  to  the Holder  of  such  shares  to  be
     converted  a  notice in the form attached hereto as Exhibit  B  (the
     "Company Conversion Notice"), provided, that, no such conversion  is
     permitted  unless  at  the  time of  the  delivery  of  the  Company
     Conversion  Notice and on the Company Conversion  Date  (as  defined
     below), (a) the Company shall have complied in all material respects
     with  its  obligations under the Registration Rights Agreement,  and
     (b)  the Company is in compliance with all of its obligations  under
     this  Certificate  of Designation, the Purchase  Agreement  and  the
     Registration Rights Agreement.  Each Company Conversion Notice shall
     specify the number of shares of Series 1999-B Preferred Stock to  be
     converted  and the date on which such conversion is to be  effected,
     which  date  may not be prior to the day after the Company  delivers
     such Company Conversion Notice by facsimile (the "Company Conversion
     Date").   If  no Company Conversion Date is specified in  a  Company
     Conversion  Notice, the Company Conversion Date shall  be  the  date
     that  the Company Conversion Notice is deemed delivered pursuant  to
     Section  5(i).   A  Holder Conversion Date and a Company  Conversion
     Date are sometimes referred to herein as the "Conversion Date" and a
     Holder  Conversion  Notice  and  a  Company  Conversion  Notice  are
     sometimes  referred  to  as a "Conversion  Notice."  Any  conversion
     pursuant  to this Section 5(a)(ii) shall be subject to Section  5(b)
     with  respect  to consequences of the Company's failure  to  deliver
     shares  of  Common  Stock  in respect of  a  conversion  under  this
     Section.   If  the  Company is converting less than  all  shares  of
     Series  1999-B  Preferred Stock represented by  the  certificate  or
     certificates  tendered  by  the Holder  in  response  to  a  Company
     Conversion  Notice, or if a conversion hereunder cannot be  effected
     in  full for any reason, the Company shall promptly deliver to  such
     tendering  Holder (in the manner and within the time  set  forth  in
     Section  5(b)) a certificate for such number of shares as  have  not
     been  converted,  or  the Company shall carry the  balance  of  such
     remaining  shares of Holder's Series 1999-B Preferred Stock  on  the
     Company's  preferred stock ledger without issuing a new  certificate
     at  Holder's  option.  In the absence of receipt by the  Company  of
     Holder's election not to receive new certificates, the Company shall
     deliver such certificate(s) as provided herein.
          
          (iii)       If  on  the  Conversion  Date  applicable  to   any
     conversion, (A) the Common Stock is then listed for trading  on  the
     Nasdaq  Stock  Market,  the American Stock Exchange  or  the  Nasdaq
     SmallCap  Market,  (B)  such exchange deems  this  agreement  to  be
     subject to its shareholder approval requirements, (C) the Conversion
     Price then in effect is such that the aggregate number of shares  of
     Common  Stock  that  would then be issuable upon conversion  of  all
     outstanding  shares of Series 1999-B Preferred Stock, together  with
     any  shares  of  Common Stock previously issued upon  conversion  of
     Series 1999-B Preferred Stock and in respect of payment of dividends
     hereunder,  would  exceed 19.9% of the number of  shares  of  Common
     Stock   outstanding  on  the  Original  Issue  Date  (the  "Issuable
     Maximum"),   and  (D)  the  Company  has  not  previously   obtained
     Shareholder  Approval  (as defined below), then  the  Company  shall
     issue  to  any  Holder  so requesting conversion  of  Series  1999-B
     Preferred Stock its pro rata portion of the Issuable Maximum in  the
     same  ratio  that  the number of shares of Series  1999-B  Preferred
<PAGE>
     Stock  held by any such Holder bears to all shares of Series  1999-B
     Preferred Stock then outstanding and, with respect to any shares  of
     Common  Stock that otherwise would have been issuable to such Holder
     in respect of the Holder Conversion Notice at issue or in respect of
     payment  of  dividends hereunder in excess of the Issuable  Maximum,
     the  Company  shall, as promptly as possible, but in no event  later
     than  75  days after such Conversion Date, either, at the  Company's
     option, (i) convene a meeting of the holders of the Common Stock and
     use  its  best efforts to obtain the Shareholder Approval,  or  (ii)
     redeem,  for an amount, paid in cash, equal to the Stated  Value  of
     such  shares, plus any accrued but unpaid dividends on such  shares,
     multiplied  by 115% all or a portion of the shares of Series  1999-B
     Preferred  Stock to which such Holder Conversion Notice  applies  as
     would cause the number of shares of Common Stock issuable upon  such
     conversion  to exceed the Issuable Maximum.  "Shareholder  Approval"
     means  the  approval by a majority of the total votes  cast  on  the
     proposal, in person or by proxy, at a meeting of the shareholders of
     the  Company  held  in  accordance with the  Company's  Articles  of
     Incorporation and by-laws, of the issuance by the Company of  shares
     of  Common Stock exceeding the Issuable Maximum as a consequence  of
     the conversion of Series 1999-B Preferred Stock into Common Stock at
     a  price  less than the greater of the book or market value  on  the
     Original  Issue Date as and to the extent, if any, required pursuant
     to Nasdaq Marketplace Rule 4310(c)(25)(H)(i)(d)(2) (or any successor
     or replacement provision thereof).  Notwithstanding anything in this
     Certificate  of Designation to the contrary, if such exchange  deems
     this   agreement   to   be  subject  to  its  shareholder   approval
     requirements, the parties agree that the aggregate number of  shares
     of  Common  Stock  which  may be acquired by  any  Investor  or  all
     Investors upon conversion of any or all of the shares of Series 1999-
     B   Preferred  Stock  pursuant  to  the  terms  set  forth  in  this
     Certificate  of  Designation shall in no event exceed  the  Issuable
     Maximum, unless the Company has obtained prior Shareholder Approval.
          
          (iv)  In  no  event shall a Holder be permitted to convert  any
     shares  of Series 1999-B Preferred Stock in excess of the number  of
     such  shares upon the conversion of which, (x) the number of  shares
     of Common Stock beneficially owned by such Holder (other than shares
     of  Common Stock issuable upon conversion of shares of Series 1999-B
     Preferred  Stock)  plus  (y) the number of shares  of  Common  Stock
     issuable  upon  the  conversion  of such  shares  of  Series  1999-B
     Preferred  Stock,  would be equal to or exceed  (z)  4.999%  of  the
     number  of  shares  of  Common Stock then  issued  and  outstanding,
     including  shares  issuable  on  conversion  of  the  Series  1999-B
     Preferred  Stock  held  by  such Holder after  application  of  this
     Section  5(a)(iv).   As used herein, beneficial ownership  shall  be
     determined in accordance with Section 13(d) of the Exchange Act  and
     the  rules  thereunder.  To the extent that the limitation contained
     in  this  paragraph 5(a)(iv) applies, the determination  of  whether
     shares of Series 1999-B Preferred Stock are convertible (in relation
     to other securities owned by a Holder) and of which shares of Series
     1999-B  Preferred  Stock  are  convertible  shall  be  in  the  sole
     discretion  of such Holder, and the submission of shares  of  Series
     1999-B  Preferred Stock for conversion shall be deemed  to  be  such
     Holder's  determination  of whether such  shares  of  Series  1999-B
     Preferred  Stock  are convertible (in relation to  other  securities
     owned  by  a Holder) and of which shares of Series 1999-B  Preferred
     Stock  are  convertible,  in  each case subject  to  such  aggregate
     percentage  limitation, and the Company shall have no obligation  to
<PAGE>
     verify  or  confirm  the  accuracy  of  such  determination.    This
     paragraph  may  be amended (i) in order to clarify an  ambiguity  or
     otherwise  to  give  effect  to such limitation,  by  the  Board  of
     Directors of the Company and the Holders of two-thirds (2/3) of  the
     shares  of Series 1999-B Preferred Stock then outstanding  and  (ii)
     for  any other reason, with the further consent of the Holders of  a
     majority  of  the  shares of Common Stock then outstanding,  to  the
     extent  permitted by applicable law and subject to  the  rights  and
     preferences  of  any  securities ranking  senior  thereto.   Nothing
     contained herein shall be deemed to restrict the right of  a  Holder
     to convert such shares of Series 1999-B Preferred Stock at such time
     as   such  conversion  will  not  violate  the  provisions  of  this
     paragraph.  The provisions of this Section 5(a)(iv) may be waived by
     a  Holder of Series 1999-B Preferred Stock as to itself (and  solely
     as  to  itself)  upon  not less than 65 days  prior  notice  to  the
     Company,  and the provisions of this Section 5(a)(iv) shall continue
     to  apply until such 65th day (or later, if stated in the notice  of
     waiver).   The limitations of this Section 5(a)(iv) shall not  apply
     to any conversion pursuant to Section 5(a)(ii).
     
     (b)   Not  later  than three (3) Trading Days after  any  Conversion
Date,  the  Company  will  deliver to the holder  (i)  a  certificate  or
certificates  which  shall  be free of restrictive  legends  and  trading
restrictions (other than those required by Section 3.l(b) of the Purchase
Agreement)  representing  the  number of shares  of  Common  Stock  being
acquired  upon the conversion of shares of Series 1999-B Preferred  Stock
(subject to reduction pursuant to Section 5(a)(iii) and Section 5(a)(iv),
(ii) one or more certificates representing the number of shares of Series
1999-B  Preferred Stock not converted, unless the Holder otherwise elects
to  instead have such ownership indicated on the Company's ledgers, (iii)
a  bank  check  in  the amount of accrued and unpaid  dividends  (if  the
Company  has  elected to pay accrued dividends in cash) and (iv)  if  the
Company  has elected to pay accrued dividends in shares of Common  Stock,
certificates,  which  shall be free of restrictive  legends  and  trading
restrictions  (other  than  those required by  the  Purchase  Agreement),
representing  such  number  of  Shares of Common  Stock  as  equals  such
dividend  divided  by the Conversion Price; provided, however,  that  the
Company  shall  not  be  obligated to issue certificates  evidencing  the
shares  of Common Stock issuable upon conversion of any shares of  Series
1999-B  Preferred  Stock  until certificates evidencing  such  shares  of
Series 1999-B Preferred Stock are either delivered for conversion to  the
Company  for  the Series 1999-B Preferred Stock or Common Stock,  or  the
holder  of  such Series 1999-B Preferred Stock notifies the Company  that
such certificates have been lost, stolen or destroyed and provides a bond
(or  other  adequate security) reasonably satisfactory to the Company  to
indemnify  the  Company  from  any loss  incurred  by  it  in  connection
therewith.  The Company shall, upon request of the holder, use  its  best
efforts  to  deliver  any  certificate or  certificates  required  to  be
delivered  by the Company under this Section electronically  through  the
Depository  Trust Corporation or another established clearing corporation
performing  similar functions.  If in the case of any  Conversion  Notice
such  certificate  or  certificates, including for purposes  hereof,  any
shares of Common Stock to be issued on the Conversion Date on account  of
accrued  but  unpaid  dividends hereunder, are not  delivered  to  or  as
directed  by  the applicable holder by the third Trading  Day  after  the
Conversion  Date, the holder shall be entitled by written notice  to  the
Company  at  any  time  on or before its receipt of such  certificate  or
certificates thereafter, to rescind such conversion, in which  event  the
Company shall immediately return the certificates representing the shares
<PAGE>
of Series 1999-B Preferred Stock tendered for conversion.  If the Company
fails  to deliver to the Holder such certificate or certificates pursuant
to  this  Section,  including for purposes hereof, any shares  of  Common
Stock  to  be  issued on the Conversion Date on account  of  accrued  but
unpaid  dividends  hereunder, prior to the fifth Trading  Day  after  the
Conversion  Date  (the "Delivery Date"), the Company shall  pay  to  such
Holder,  in cash, as liquidated damages and not as a penalty, $2,000  per
day for each of the first two days after the Delivery Date and $5,000 per
day  thereafter  until such certificates are delivered.   Notwithstanding
the  foregoing,  for the first three occurrences of  such  a  failure  to
timely deliver such certificates on the Delivery Date, the Company  shall
not  be required to pay liquidated damages for the first five days  after
the  Delivery  Date, but shall pay $2,000 per day for each of  the  first
five  days  after  such  initial  five day  period  and  $5,000  per  day
thereafter.   If  the  Company  fails  to  deliver  to  the  Holder  such
certificate  or certificates pursuant to this Section prior to  the  15th
day  after the Conversion Date, the Company shall, at the Holder's option
(i)  redeem,  from funds legally available therefor at the time  of  such
redemption, such number of shares of Series 1999-B Preferred  Stock  then
held  by  such  Holder, as requested by such Holder,  and  (ii)  pay  all
accrued  but  unpaid dividends on account of the Series 1999-B  Preferred
Stock  for  which  the Company shall have failed to  issue  Common  Stock
certificates hereunder, in cash.  The redemption price shall be equal  to
the  sum  of (A) the aggregate of all accrued but unpaid dividends,  plus
(B)  the  number of shares of Series 1999-B Preferred Stock then held  by
such Holder multiplied by (1) the average Per Share Market Value for  the
five  Trading Days immediately preceding (x) the Conversion Date  or  (y)
the  date  of  payment in full by the Company of such  prepayment  price,
whichever  is greater, multiplied by, (2) the Conversion Ratio calculated
on  the  Conversion Date.  If the Holder has requested that  the  Company
redeem  shares of Series 1999-B Preferred Stock pursuant to this  Section
and  the  Company fails for any reason to pay the redemption price  under
(2)  above  within  seven  days after such  notice  is  deemed  delivered
pursuant to Section 5(i), the Company will pay interest on the redemption
price  at a rate of 15% per annum, in cash to such Holder, accruing  from
such  seventh  day  until the redemption price and any  accrued  interest
thereon is paid in full.  Nothing herein shall limit a Holder's right  to
pursue  actual damages for the Company's failure to deliver  certificates
representing  shares of Common Stock upon conversion  within  the  period
specified herein (including, without limitation, damages relating to  any
purchase of shares of Common Stock by such Holder to make delivery  on  a
sale  effected  in  anticipation of receiving  certificates  representing
shares  of Common Stock upon conversion, such damages to be in an  amount
equal  to (A) the aggregate amount paid by such holder for the shares  of
Common Stock so purchased minus (B) the aggregate amount of net proceeds,
if  any,  received by such Holder from the sale of the shares  of  Common
Stock issued by the Company pursuant to such conversion), and such Holder
shall have the right to pursue all remedies available to it at law or  in
equity  (including, without limitation, a decree of specific  performance
and/or injunctive relief).
     
     (c)   (i)   The  conversion price for each share  of  Series  1999-B
     Preferred Stock (the "Conversion Price") in effect on any Conversion
     Date  shall  be  $0.625, which represents 100% of the  closing  sale
     price  of  the  Common Stock on the Original Issue  Date;  provided,
     however,  that, (a) if any Underlying Shares Registration  Statement
     is  not filed pursuant to the Registration Rights Agreement, or  (b)
     the  Company  fails  to  file  with the  Commission  a  request  for
     acceleration  in accordance with Rule 12dl-2 promulgated  under  the
<PAGE>
     Exchange  Act  within eight (8) Trading Days of the  date  that  the
     Company is notified (orally or in writing, whichever is earlier)  by
     the Commission that an Underlying Shares Registration Statement will
     not  be "reviewed," or not subject to further review, or (c) if such
     Underlying Shares Registration Statement is filed with and  declared
     effective by the Commission but thereafter ceases to be effective as
     to  all  Registrable  Securities (as such term  is  defined  in  the
     Registration  Rights Agreement) at any time prior to the  expiration
     of  the  "Effectiveness  Period" (as such term  as  defined  in  the
     Registration  Rights  Agreement),  without  being  succeeded  within
     fifteen  Trading Days by a subsequent Underlying Shares Registration
     Statement filed with the Commission, or (d) if trading in the Common
     Stock  shall be suspended for any reason for more than three Trading
     Days  in  the  aggregate,  or (e) if the conversion  rights  of  the
     Holders are suspended for any reason, or (f) if the Company breaches
     in  a  material  respect  any covenant or  other  material  term  or
     condition   to  this  Certificate  of  Designations,  the   Purchase
     Agreement   (other  than  a  representation  or  warranty  contained
     therein),  the Registration Rights Agreement or any other agreement,
     document,  certificate or other instrument delivered  in  connection
     with   the  transactions  contemplated  thereby,  and  such   breach
     continues  for a period of thirty days after written notice  thereof
     to  the  Company,  or  (g)  if  the  Company  elects  to  convene  a
     shareholders  meeting  pursuant to Section 5(a)(iii)  and  fails  to
     convene  a meeting of shareholders within the time periods specified
     in  Section  5(a)(iii), or (h) if the Company has  breached  Section
     3(p)  of  the  Registration Rights Agreement (any  such  failure  or
     breach  being referred to as an "Event," and for purposes of clauses
     (a) and (e) the date on which such Event occurs, or for purposes  of
     clause  (b) the date on which such eight day period is exceeded,  or
     for  purposes of clause (c) the date which such fifteen Trading Day-
     period is exceeded, or for purposes of clause (d) the date on  which
     such  three  Trading Day period is exceeded, or for clause  (f)  the
     date on which such thirty day period is exceeded, being referred  to
     as  "Event Date"), the Conversion Price shall be decreased by 2%  as
     of the Event Date and shall be decreased an additional 2% as of each
     monthly anniversary of the Event Date until the earlier to occur  of
     the  second month anniversary after the Event Date and such time  as
     the applicable Event is cured.  If the applicable Event has not been
     cured before the second month anniversary after the Event Date, then
     commencing  the second month anniversary after the Event  Date,  the
     Company shall pay to the Holders $40,000 (each holder being entitled
     to  receive  such  portion of such amount as  equals  its  pro  rata
     portion of the Series 1999-B Preferred Stock).  Additionally, if the
     Company  has failed to file a registration statement as required  by
     the Registration Rights Agreement within 120 days after the date  it
     was  required  to file such registration statement pursuant  to  the
     Registration  Rights  Agreement  or if  any  registration  statement
     required  to  be  filed by the Company pursuant to the  Registration
     Rights  Agreement has not been declared effective by the  Commission
     within  240  days  of  the  date  it  was  required  to  file   such
     registration statement pursuant to the Registration Rights Agreement
     or  if the Company has let any registration statement required to be
     filed  pursuant  to the Registration Rights Agreement  lapse  for  a
     period  of  60  consecutive days, then each Holder  shall  have  the
     option to require the Company to redeem the balance of such Holder's
     Series  1999-B Preferred Stock, together with all accrued but unpaid
     dividends, in cash at a redemption price equal to the sum of (A) the
     aggregate  of all accrued but unpaid dividends, plus (B) the  number
<PAGE>
     of  shares of Series 1999-B Preferred Stock then held by such holder
     multiplied  by (l) the average Per Share Market Value for  the  five
     Trading  Days  immediately preceding (x) the date of the  redemption
     request notice or (y) the date of payment in full by the Company  of
     such prepayment price, whichever is greater, multiplied by, (2)  the
     Conversion  Ratio calculated on the redemption date.  If the  Holder
     has  requested  that  the  Company redeem shares  of  Series  1999-B
     Preferred  Stock pursuant to this Section and the Company fails  for
     any  reason  to pay the redemption price as calculated above  within
     seven  days after such notice is deemed delivered, the Company  will
     pay interest on the redemption price at a rate of 15% per annum,  in
     cash  to  such  holder,  accruing from such seventh  day  until  the
     redemption price and any accrued interest thereon is paid  in  full.
     The provisions of this Section are not exclusive and shall in no way
     limit  the  Company's  obligations  under  the  Registration  Rights
     Agreement.
     
          (ii)  If  the Company, at any time while any shares  of  Series
     1999-B  Preferred  Stock are outstanding,  (a)  shall  pay  a  stock
     dividend or otherwise make a distribution or distributions on shares
     of  its  Junior  Securities payable in shares of Common  Stock,  (b)
     subdivide outstanding shares of Common Stock into a larger number of
     shares,  (c)  combine  outstanding shares of  Common  Stock  into  a
     smaller number of shares, or (d) issue by reclassification of shares
     of  Common  Stock  any shares of capital stock of the  Company,  the
     Conversion  Price  shall be multiplied by a fraction  of  which  the
     numerator  shall be the number of shares of Common Stock  (excluding
     treasury shares, if any) outstanding before such event and of  which
     the  denominator  shall  be the number of  shares  of  Common  Stock
     outstanding after such event.  Any adjustment made pursuant to  this
     Section 5(c)(ii) shall become effective immediately after the record
     date  for the determination of shareholders entitled to receive such
     dividend  or  distribution  and shall become  effective  immediately
     after  the  effective date in the case of a subdivision, combination
     or re-classification.
          
          (iii)      If  the  Company, at any time while  any  shares  of
     Series 1999-B Preferred Stock are outstanding, shall issue rights or
     warrants  to all holders of Common Stock entitling them to subscribe
     for  or  purchase shares of Common Stock at a price per  share  less
     than  the Per Share Market Value of Common Stock at the record  date
     mentioned  below,  the Conversion Price shall  be  multiplied  by  a
     fraction, of which the denominator shall be the number of shares  of
     Common Stock (excluding treasury shares, if any) outstanding on  the
     date  of  issuance  of such rights or warrants plus  the  number  of
     additional  shares  of  Common  Stock offered  for  subscription  or
     purchase,  and of which the numerator shall be the number of  shares
     of  Common Stock (excluding treasury shares, if any) outstanding  on
     the  date of issuance of such rights or warrants plus the number  of
     shares  which  the aggregate offering price of the total  number  of
     shares  so  offered would purchase at such Per Share  Market  Value.
     Such  adjustment shall be made whenever such rights or warrants  are
     issued, and shall become effective immediately after the record date
     for  the  determination  of shareholders entitled  to  receive  such
     rights  or warrants.  However, upon the expiration of any  right  or
     warrant  to purchase Common Stock the issuance of which resulted  in
     an  adjustment  in  the Conversion Price pursuant  to  this  Section
     5(c)(iii), if any such right or warrant shall expire and  shall  not
     have  been  exercised, the Conversion Price shall  immediately  upon
<PAGE>
     such  expiration be re-computed and effective immediately upon  such
     expiration be increased to the price which it would have  been  (but
     reflecting  any  other  adjustments in  the  Conversion  Price  made
     pursuant  to the provisions of this Section 5 after the issuance  of
     such  rights or warrants) had the adjustment of the Conversion Price
     made  upon the issuance of such rights or warrants been made on  the
     basis  of offering for subscription or purchase only that number  of
     shares of Common Stock actually purchased upon the exercise of  such
     rights or warrants actually exercised.
          
          (iv)  If the Company, at any time while shares of Series 1999-B
     Preferred Stock are outstanding, shall distribute to all holders  of
     Common  Stock (and not to holders of Series 1999-B Preferred  Stock)
     evidences  of  its indebtedness or assets or rights or  warrants  to
     subscribe for or purchase any security (excluding those referred  to
     in  Sections 5(c)(ii) and (iii) above), then in each such  case  the
     Conversion  Price  at  which each share of Series  1999-B  Preferred
     Stock  shall  thereafter  be  convertible  shall  be  determined  by
     multiplying the Conversion Price in effect immediately prior to  the
     record  date  fixed  for determination of shareholders  entitled  to
     receive  such  distribution by a fraction of which  the  denominator
     shall be the Per Share Market Value of Common Stock determined as of
     the record date mentioned above, and of which the numerator shall be
     such  Per Share Market Value of the Common Stock on such record date
     less  the then fair market value at such record date of the  portion
     of such assets or evidence of indebtedness so distributed applicable
     to  one outstanding share of Common Stock as determined by the Board
     of  Directors in good faith; provided, however, that in the event of
     a  distribution  exceeding ten percent of  the  net  assets  of  the
     Company,  such fair market value shall be determined by 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 Company) (an "Appraiser") selected in good  faith
     by  the  holders of a majority in interest of the shares  of  Series
     1999-B Preferred Stock then outstanding; and provided, further, that
     the  Company,  after receipt of the determination by such  Appraiser
     shall  have  the  right to select an additional Appraiser,  in  good
     faith,  in  which case the fair market value shall be equal  to  the
     average  of  the determinations by each such Appraiser.   In  either
     case  the adjustments shall be described in a statement provided  to
     the  holders  of  Series 1999-B Preferred Stock of  the  portion  of
     assets   or  evidences  of  indebtedness  so  distributed  or   such
     subscription rights applicable to one share of Common  Stock.   Such
     adjustment shall be made whenever any such distribution is made  and
     shall  become effective immediately after the record date  mentioned
     above.
          
          (v)  All calculations under this Section 5 shall be made to the
     nearest cent or the nearest l/l00th of a share, as the case may be.
          
          (vi)  Whenever  the  Conversion Price is adjusted  pursuant  to
     Section  5(c)(ii),(iii) or (iv), the Company shall promptly mail  to
     each holder of Series 1999-B Preferred Stock, a notice setting forth
     the Conversion Price after such adjustment and setting forth a brief
     statement of the facts requiring such adjustment.
<PAGE>          
          (vii)      In case of any reclassification of the Common Stock,
     any  consolidation  or merger of the Company with  or  into  another
     person  pursuant to which (i) a majority of the Company's  Board  of
     Directors  will not constitute a majority of the board of  directors
     of  the  surviving entity or (ii) less than 65% of  the  outstanding
     shares of the capital stock of the surviving entity will be held  by
     the same shareholders of the Company prior to such reclassification,
     consolidation   or  merger,  the  sale  or  transfer   of   all   or
     substantially  all  of the assets of the Company or  any  compulsory
     share exchange pursuant to which the Common Stock is converted  into
     other securities, cash or property, the holders of the Series 1999-B
     Preferred Stock then outstanding shall have the right thereafter  to
     convert  such  shares  only  into the  shares  of  stock  and  other
     securities, cash and property receivable upon or deemed to  be  held
     by   holders   of  Common  Stock  following  such  reclassification,
     consolidation,  merger, sale, transfer or share  exchange,  and  the
     holders of the Series 1999-B Preferred Stock shall be entitled  upon
     such event to receive such amount of securities, cash or property as
     the shares of the Common Stock of the Company into which such shares
     of   Series   1999-B  Preferred  Stock  could  have  been  converted
     immediately  prior to such reclassification, consolidation,  merger,
     sale, transfer or share exchange would have been entitled; provided,
     however,  that if such reclassification, consolidation or merger  is
     approved by the Company's Board of Directors, each Holder shall have
     the  option  to  require the Company to redeem, from  funds  legally
     available  therefor at the time of such redemption,  its  shares  of
     Series  1999-B  Preferred Stock at a price per share  equal  to  the
     product  of  (i)  the average Per Share Market Value  for  the  five
     Trading Days immediately preceding (1) the effective date, the  date
     of  the closing or the date of the announcement, as the case may be,
     of  the  reclassification, consolidation, merger, sale, transfer  or
     share exchange the triggering such redemption right or (2) the  date
     of payment in full by the Company of the redemption price hereunder,
     whichever  is  greater, and (ii) the Conversion Ratio calculated  on
     the  date of the closing or the effective date, as the case may  be,
     of  the  reclassification, consolidation, merger, sale, transfer  or
     share exchange triggering such redemption right, as the case may be.
     The entire redemption price shall be paid in cash, and the terms  of
     payment  of such redemption price shall be subject to the provisions
     set  forth  in  Section 6(b).  The terms of any such  consolidation,
     merger, sale, transfer or share exchange shall include such terms so
     as  to  continue  to give to the holder of Series  1999-B  Preferred
     Stock  the  right  to receive the securities, cash or  property  set
     forth  in  this Section 5(c)(vii) upon any conversion or  redemption
     following  such  consolidation,  merger,  sale,  transfer  or  share
     exchange.   This  provision  shall  similarly  apply  to  successive
     reclassifications,  consolidations,  mergers,  sales,  transfers  or
     share exchanges.
          
          (viii)    If:
     
               A.   the  Company shall declare a dividend (or  any  other
                    distribution) on its Common Stock; or
               
               B.   the  Company  shall  declare a special  non-recurring
                    cash dividend on or a redemption of its Common Stock;
                    or
<PAGE>               
               C.   the  Company  shall  authorize the  granting  to  all
                    holders  of  the Common Stock rights or  warrants  to
                    subscribe for or purchase any shares of capital stock
                    of any class or of any rights; or
               
               D.   the approval of any shareholders of the Company shall
                    be  required  in connection with any reclassification
                    of the Common Stock of the Company, any consolidation
                    or  merger to which the Company is a party, any  sale
                    or transfer of all or substantially all of the assets
                    of  the  Company, of any compulsory share of exchange
                    whereby  the  Common  Stock is converted  into  other
                    securities, cash or property; or
               
               E.   the   Company   shall  authorize  the  voluntary   or
                    involuntary dissolution, liquidation or winding up of
                    the affairs of the Company;

     then  the  Company shall cause to be filed at each office or  agency
     maintained for the purpose of conversion of Series 1999-B  Preferred
     Stock,  and shall cause to be mailed to the Holders of Series 1999-B
     Preferred  Stock at their last addresses as they shall  appear  upon
     the  stock books of the Company, at least 20 calendar days prior  to
     the  applicable  record or effective date hereinafter  specified,  a
     notice stating (x) the date on which a record is to be taken for the
     purpose  of  such  dividend,  distribution,  redemption,  rights  or
     warrants,  or if a record is not to be taken, the date as  of  which
     the  holders  of  Common  Stock of record to  be  entitled  to  such
     dividend,  distributions, redemption, rights or warrants are  to  be
     determined   or   (y)  the  date  on  which  such  reclassification,
     consolidation, merger, sale, transfer or share exchange is  expected
     to  become  effective  or close, and the date  as  of  which  it  is
     expected that holders of Common Stock of record shall be entitled to
     exchange their shares of Common Stock for securities, cash or  other
     property  deliverable  upon  such  reclassification,  consolidation,
     merger,  sale,  transfer or share exchange; provided, however,  that
     the  failure  to mail such notice or any defect therein  or  in  the
     mailing  thereof  shall  not affect the validity  of  the  corporate
     action  required  to  be  specified in  such  notice.   Holders  are
     entitled  to convert shares of Series 1999-B Preferred Stock  during
     the  20-day  period  commencing the  date  of  such  notice  to  the
     effective date of the event triggering such notice.
     
          (ix)  If  the Company (i) makes a public announcement  that  it
     intends  to  enter into a Change of Control Transaction (as  defined
     below)  or (ii) any person, group or entity (including the  Company,
     but  excluding  a  Holder or any affiliate  of  a  Holder)  publicly
     announces  a  bona  fide  tender  offer,  exchange  offer  or  other
     transaction  to  purchase  50% or more of  the  Common  Stock  (such
     announcement being referred to herein as a "Major Announcement"  and
     the  date  on  which a Major Announcement is made, the "Announcement
     Date"), then, in the event that a Holder seeks to convert shares  of
     Series 1999-B Preferred Stock on or following the Announcement Date,
     the Conversion Price shall, effective upon the Announcement Date and
     continuing through the earlier to occur of the consummation  of  the
     proposed  transaction  or  tender offer,  exchange  offer  or  other
     transaction and the Abandonment Date (as defined below), be equal to
     the  Conversion  Price  in effect on the Conversion  Date  for  such
     Series  1999-B  Preferred  Stock.   "Abandonment  Date"  means  with
<PAGE>
     respect to any proposed transaction or tender offer, exchange  offer
     or other transaction for which a public announcement as contemplated
     by this paragraph has been made, the date upon which the Company (in
     the case of clause (i) above) or the person, group or entity (in the
     case  of  clause  (ii) above) publicly announces the termination  or
     abandonment  of  the proposed transaction or tender offer,  exchange
     offer  or another transaction which caused this paragraph to  become
     operative.
     
     (d)  If at any time conditions shall arise by reason of action taken
by  the  Company which in the opinion of the Board of Directors  are  not
adequately  covered  by  the  other provisions  hereof  and  which  might
materially and adversely affect the rights of the holders of Series 1999-
B  Preferred  Stock  (different  than or distinguished  from  the  effect
generally  on  rights  of holders of any class of the  Company's  capital
stock)  or  if at any time any such conditions are expected to  arise  by
reason of any action contemplated by the Company, the Company shall  mail
a  written  notice  briefly describing the action  contemplated  and  the
material  adverse effects of such action on the rights of the holders  of
Series  1999-B  Preferred Stock at least 20 calendar days  prior  to  the
effective  date of such action, and an Appraiser selected by the  holders
of  majority in interest of the Series 1999-B Preferred Stock shall  give
its  opinion  as  to  the adjustment, if any (not inconsistent  with  the
standards  established  in  this Section  5),  of  the  Conversion  Price
(including, if necessary, any adjustment as to the securities into  which
shares  of  Series 1999-B Preferred Stock may thereafter be  convertible)
and  any  distribution which is or would be required to preserve  without
diluting  the rights of the holders of shares of Series 1999-B  Preferred
Stock;  provided,  however,  that  the  Company,  after  receipt  of  the
determination  by  such  Appraiser, shall have the  right  to  select  an
additional  Appraiser, in good faith, in which case the adjustment  shall
be  equal  to  the average of the adjustments recommended  by  each  such
Appraiser.   The Board of Directors shall make the adjustment recommended
forthwith  upon the receipt of such opinion or opinions or the taking  of
any such action contemplated, as the case may be; provided, however, that
no  such  adjustment of the Conversion Price shall be made which  in  the
opinion  of  the  Appraiser(s) giving the aforesaid opinion  or  opinions
would  result  in an increase of the Conversion Price to  more  than  the
Conversion Price then in effect.
     
     (e)   The  Company covenants that it will at all times  reserve  and
keep available out of its authorized and unissued Common Stock solely for
the  purpose of issuance upon conversion of Series 1999-B Preferred Stock
and payment of dividends on Series 1999-B Preferred Stock, each as herein
provided,  free  from  preemptive rights or any other  actual  contingent
purchase  rights  of  persons other than the  holders  of  Series  1999-B
Preferred Stock, not less than such number of shares of Common  Stock  as
shall  (subject  to  any additional requirements of  the  Company  as  to
reservation  of  such  shares  set forth in the  Purchase  Agreement)  be
issuable (taking into account the adjustments and restrictions of Section
5(c))  upon  the  conversion of all outstanding shares of  Series  1999-B
Preferred  Stock  and  payment  of  dividends  hereunder.   The   Company
covenants  that  all  shares of Common Stock that shall  be  so  issuable
shall, upon issue, be duly and validly authorized, issued and fully paid,
nonassessable and freely tradable.
     
     (f)   Upon  a conversion hereunder the Company shall not be required
to  issue  stock certificates representing fractions of shares of  Common
Stock, but may if otherwise permitted, make a cash payment in respect  of
<PAGE>
any final fraction of a share based on the Per Share Market Value at such
time.   If  the  Company elects not, or is unable, to make  such  a  cash
payment, the holder of a share of Series 1999-B Preferred Stock shall  be
entitled to receive, in lieu of the final fraction of a share, one  whole
share of Common Stock.
     
     (g)   The  issuance of certificates for shares of  Common  Stock  on
conversion of Series 1999-B Preferred Stock shall be made without  charge
to  the  holders thereof for any documentary stamp or similar taxes  that
may be payable in respect of the issue or delivery of such certificate.
     
     (h)   Shares of Series 1999-B Preferred Stock converted into  Common
Stock  shall  be  canceled and shall have the status  of  authorized  but
unissued shares of undesignated stock.
     
     (i)  Any and all notices or other communications or deliveries to be
provided  by the holders of the Series 1999-B Preferred Stock  hereunder,
including, without limitation, any Conversion Notice, shall be in writing
and delivered personally, by facsimile or sent by a nationally recognized
overnight  courier  service,  addressed to the  attention  of  the  Chief
Executive  Officer and to the Secretary of the Company at  the  facsimile
telephone  number or address of the principal place of  business  of  the
Company  as set forth in the Purchase Agreement.  Any and all notices  or
other  communications  or  deliveries  to  be  provided  by  the  Company
hereunder  shall be in writing and delivered personally, by facsimile  or
sent  by a nationally recognized overnight courier service, addressed  to
each  Holder of Series 1999-B Preferred Stock at the facsimile  telephone
number  or address of such holder appearing on the books of the  Company,
or  if  no  such  facsimile telephone number or address appears,  at  the
principal  place  of  business  of  the  Holder.   Any  notice  or  other
communication or deliveries hereunder shall be deemed given and effective
on  the  earliest  of (i) the date of transmission,  if  such  notice  or
communication  is  delivered  via facsimile at  the  facsimile  telephone
number specified in this Section prior to 7:00 p.m.  (Eastern Time), (ii)
the  date after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile telephone number specified in
this  Section  later  than 7:00 p.m.  (New York Time)  on  any  date  and
earlier than 11:59 p.m.  (Eastern Time) on such date, (iii) upon receipt,
if  sent  by a nationally recognized overnight courier service,  or  (iv)
upon  actual receipt by the party to whom such notice is required  to  be
given.
     
     Section 6.     Redemptions.
     
     (a)   All  outstanding  and  unconverted  shares  of  Series  1999-B
Preferred Stock on the third anniversary of the Original Issue Date shall
be  converted  pursuant to Section 5(a)(ii) or redeemed  by  the  Company
pursuant to this Section 6(a), from funds legally available therefor at a
price  per share equal to the product of (i) the average Per Share Market
Value  for  the  five Trading Days immediately preceding  (1)  the  third
anniversary of the Original Issue Date or (2) the date of payment in full
by  the  Company of the redemption price hereunder, whichever is greater,
and  (ii) the Conversion Ratio calculated on the third anniversary of the
Original  Issue  Date,  plus any accrued but  unpaid  dividends  on  such
shares.   Thereafter, all shares of Series 1999-B Preferred  Stock  shall
cease  to  be  outstanding and shall have the status  of  authorized  but
undesignated stock.  The entire redemption price shall be paid in cash.
<PAGE>     
     (b)  If any portion of the applicable redemption price under Section
6(a)  shall  not be paid by the Company within seven calendar days  after
the  date due, interest shall accrue thereon at the rate of 15% per annum
until  the redemption price plus all such interest is paid in full (which
amount  shall  be paid as liquidated damages and not as a  penalty).   In
addition, if any portion of such redemption price remains unpaid for more
than  7 calendar days after the date due, the holder of the Series 1999-B
Preferred  Stock subject to such redemption may elect, by written  notice
to  the  Company given within 30 days after the date due, to  either  (i)
demand  conversion  in accordance with the formula  and  the  time  frame
therefor  set  forth in Section 5 of all of the shares of  Series  1999-B
Preferred  Stock for which such redemption price, plus accrued liquidated
damages  thereof,  has  not  been paid in full  (the  "Unpaid  Redemption
Shares"), in which event the Per Share Market Price for such shares shall
be  the  lower of the Per Share Market Price calculated on the date  such
redemption price was originally due and the Per Share Market Price as  of
the  holder's written demand for conversion, or (ii) invalidate ab initio
such  redemption,  notwithstanding  anything  herein  contained  to   the
contrary.   If  the  holder elects option (i) above,  the  Company  shall
within  five Trading Days of its receipt of such election deliver to  the
holder  the shares of Common Stock issuable upon conversion of the Unpaid
Redemption Shares subject to such holder conversion demand and  otherwise
perform its obligations hereunder with respect thereto; or, if the Holder
elects  option (ii) above, the Company shall promptly, and in  any  event
not  later than five Trading Days from receipt of holder's notice of such
election, return to the holder all of the Unpaid Redemption Shares.
     
     Section  7.     Definitions.  For the purposes hereof, the following
terms shall have the following meanings:
     
     "Common Stock" means the Company's common stock, $.10 par value  per
share, of the Company and stock of any other class into which such shares
may hereafter have been reclassified or changed.
     
     "Conversion  Ratio"  means, at any time, a fraction,  of  which  the
numerator  is  Stated Value plus accrued but unpaid dividends  (including
any  accrued but unpaid interest thereon) but only to the extent not paid
in  shares  of Common Stock in accordance with the terms hereof,  and  of
which the denominator is the Conversion Price at such time.
     
     "Junior  Securities"  means the Common Stock and  all  other  equity
securities  of  the  Company which are junior in rights  and  liquidation
preference to the Series 1999-B Preferred Stock.
     
     "NASDAQ"  means  the  National  Association  of  Securities  Dealers
Automated Quotation System.
     
     "Original Issue Date" shall mean January 26, 1999, regardless of the
number  of  transfers of any particular shares of Series 1999-B Preferred
Stock and regardless of the number of certificates which may be issued to
evidence such Series 1999-B Preferred Stock.
     
     "Per  Share  Market  Value" means on any  particular  date  (a)  the
closing  bid  price per share of the Common Stock on  such  date  on  the
Nasdaq Stock Market or other 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 the Nasdaq Stock Market or any registered national  stock
<PAGE>
exchange, the closing bid price for a share of Common Stock in the  over-
the-counter  market, as reported by the Nasdaq Stock  Market  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
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  Appraiser  selected in good faith by the holders  of  a  majority  in
interest  of  the shares of the Series 1999-B Preferred Stock;  provided,
however,  that  the Company, after receipt of the determination  by  such
Appraiser,  shall  have the right to select an additional  Appraiser,  in
which  case, the fair market value shall be equal to the average  of  the
determinations  by each such 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.
     
     "Person"   means  a  corporation,  an  association,  a  partnership,
organization,  a  business,  an individual,  a  government  or  political
subdivision thereof or a governmental agency.
     
     "Purchase  Agreement" means the Convertible Series 1999-B  Preferred
Stock Purchase Agreement, dated as of the Original Issue Date, among  the
Company and the original holders of the Series 1999-B Preferred Stock.
     
     "Registration  Rights  Agreement"  means  the  Registration   Rights
Agreement, dated as of the Original Issue Date, by and among the  Company
and the original Holders.
     
     "Trading Day" means (a) a day on which the Common Stock is traded on
the  Nasdaq  Stock Market or other registered national stock exchange  on
which the Common Stock has been listed, or (b) if the Common Stock is not
listed  on  the  Nasdaq  Stock Market or any  registered  national  stock
exchange,  a  day  or which the Common Stock is traded in  the  over-the-
counter  market, as reported by the OTC Bulletin Board,  or  (c)  if  the
Common Stock is not quoted 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.
     
     "Underlying Shares" means the number of shares of Common Stock  into
which  the Shares are convertible and the shares or Common Stock issuable
upon  payment  of dividends thereon, in accordance with the terms  hereof
and the Purchase Agreement.
     
     Section  8.     Notices.  Except as otherwise provided in the  event
of  conversion of shares of Series 1999-B Preferred Stock, all notices or
other communications required hereunder shall be in writing and shall  be
sent  either (a) by courier, or (b) by telecopy as well as by  registered
or certified mail, and shall be regarded as properly given in the case of
a  courier  upon actual delivery to the proper place of address;  in  the
<PAGE>
case  of  telecopy,  on  the day following the date  of  transmission  if
properly  addressed and sent without transmission error  to  the  correct
number  and  receipt is confirmed by telephone within  48  hours  of  the
transmission; in the case of a letter for which a telecopy could  not  be
successfully  transmitted or receipt of which could not be  confirmed  as
herein  provided,  three days after the registered or  certified  mailing
date  if the letter is properly addressed and postage prepaid; and  shall
be  regarded  as  properly  addressed if sent to  the  parties  or  their
representatives at the addresses given below:
     
          To the Company:     uniView Technologies Corporation
                         10911 Petal Street
                         Dallas, Texas 75238
                         Attn: Patrick A.  Custer

          To the Holders:

or such other address as any of the above may have furnished to the other
parties in writing by registered mail, return receipt requested.
     
     RESOLVED  FURTHER, that the President and Secretary of  the  Company
be,  and  they  hereby are, authorized and directed to prepare,  execute,
verify,  and file with the Secretary of State of Texas, a Certificate  of
Designation in accordance with these resolutions and as required by law.
     
     IN  WITNESS WHEREOF, uniView Technologies Corporation has caused its
corporate  seal to be hereunto affixed and this certificate to be  signed
by Patrick A.  Custer, its President, and attested by Billy J.  Robinson,
its Secretary, this 26th day of January, 1999.

                                 UNIVIEW TECHNOLOGIES
Attest:                          CORPORATION
                                 
By:                              By:
_______________________________  _______________________________
     Name: Billy J.  Robinson         Name: Patrick A.  Custer
     Title: Secretary                 Title: President

                                EXHIBIT A
                                    
                          NOTICE OF CONVERSION
                        AT THE ELECTION OF HOLDER

(To    be   Executed   by   the  
Registered Holder in  order  to
Convert shares of Series 1999-B
Preferred Stock)

     The  undersigned hereby elects to convert the number  of  shares  of
Series 1999-B Convertible Preferred Stock indicated below, into shares of
common  stock, par value $.10 per share (the "Common Stock"), of  uniView
Technologies  Corporation  (the "Company") according  to  the  conditions
hereof, as of the date written below.  If shares are to be issued in  the
name  of  a person other than undersigned, the undersigned will  pay  all
transfer  taxes  payable with respect thereto and is delivering  herewith
such certificates and opinions as reasonably requested by the Company  in
accordance  therewith.   No fee will be charged to  the  holder  for  any
conversion, except for such transfer taxes, if any.
<PAGE>
Conversion calculations:   
                           _____________________________________
                           Date to Effect Conversion
                           
                           _____________________________________
                           Number  of  shares  of  Series  1999-B
                           Preferred Stock to be Converted
                           
                           _____________________________________
                           Number  of shares of Common  Stock  to
                           be Issued
                           
                           _____________________________________
                           Applicable Conversion Price
                           
                           _____________________________________
                           Signature
                           
                           _____________________________________
                           Name
                           
                           _____________________________________
                           Address

                                EXHIBIT B

                         NOTICE OF CONVERSION AT
                       THE ELECTION OF THE COMPANY

     The  undersigned  in the name and on behalf of uniView  Technologies
Corporation (the "Company") hereby notifies the addressee hereof that the
Company  hereby elects to exercise its right to convert [____] shares  of
its  5%  Series  1999-B Convertible Preferred Stock (the  "Series  1999-B
Preferred  Stock")  held by the Holder into shares of common  stock,  par
value $.10 per share (the "Common Stock") of the Company according to the
terms  hereof, as of the date written below.  No fee will be  charged  to
the  Holder for any conversion hereunder, except for such transfer taxes,
if any which may be incurred by the Company if shares are to be issued in
the  name  of  a  person other than the person to  whom  this  notice  is
addressed.

Conversion calculations:   
                           _____________________________________
                           Date to Effect Conversion
                           _____________________________________
                           Number  of  shares  of  Series  1999-B
                           Preferred Stock to be Converted
                           _____________________________________
                           Number  of shares of Common  Stock  to
                           be Issued
                           _____________________________________
                           Applicable Conversion Price
                           _____________________________________
                           Name of Holder
                           _____________________________________
                           Address of Holder