SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                              Form 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     THE SECURITIES EXCHANGE ACT OF 1934

           For the quarterly period ended December 31, 2000

                                  OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     THE SECURITIES EXCHANGE ACT OF 1934
     For the transition period from _______________ to _______________

                   Commission File Number 2-93668-FW

                   UNIVIEW TECHNOLOGIES CORPORATION
        (Exact name of Registrant as specified in its charter)

                Texas                                 75-1975147
   (State or other jurisdiction of       (I.R.S. Employer Identification No.)
    incorporation or organization)

   17300 North Dallas Parkway, Suite 2050               75248
               Dallas, Texas                         (Zip Code)
  (Address of principal executive offices)

                              (972) 233-0900
            (Registrant's telephone number, including area code)

     Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. YES X  NO

     At January 31, 2001, there were 27,191,816 shares of Registrant's
common stock outstanding.
<PAGE>
                         GENERAL INDEX
                                                                    Page
                                                                   Number
                             PART I.
                      FINANCIAL INFORMATION


ITEM 1.   CONSOLIDATED FINANCIAL STATEMENTS                           3

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS                         8

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
          RISK                                                       11

                             PART II.
                        OTHER INFORMATION

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS                  11

ITEM 5.   OTHER INFORMATION                                          11

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                           12

SIGNATURES                                                           12

EXHIBIT INDEX                                                        13
<PAGE>
UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Balance Sheets

                                                 December 31    June 30
                                                 2000           2000
ASSETS                                           -----------    -----------
------                                           (Unaudited)
CURRENT ASSETS
   Cash and cash equivalents                     $   815,400    $ 1,422,167
   Trade accounts receivable, net                  1,635,515      1,126,462
   Inventories                                       257,711        261,601
   Prepaid expenses                                  760,494        883,268
   Other current assets                               88,098        372,086
                                                 -----------    -----------
            Total current assets                   3,557,218      4,065,584

PROPERTY AND EQUIPMENT,
   net of accumulated depreciation                   897,023      1,057,541

OTHER ASSETS
   Purchased software,
       net of accumulated amortization             1,961,520      2,203,811
   Product and software development costs,
       net of accumulated amortization               607,852        546,328
   Trademark, net of accumulated amortization      3,210,279      3,332,398
   Goodwill, net of accumulated amortization       1,157,687      1,208,414
   Other                                             197,731        109,128
                                                 -----------    -----------
            Total other assets                     7,135,069      7,400,079
                                                 -----------    -----------
            Total assets                         $11,589,310    $12,523,204
                                                 ===========    ===========
<PAGE>
UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Balance Sheets

                                                    December 31    June 30
                                                    2000           2000
LIABILITIES AND STOCKHOLDERS' EQUITY                -----------    -----------
------------------------------------                (Unaudited)
CURRENT LIABILITIES
   Trade accounts payable                           $   438,668    $   505,468
   Accrued and other current liabilities              1,349,974      1,188,082
   Line of credit                                             -        321,442
   Current maturities of long-term debt                  18,547         51,958
   Current maturities of obligations under
       capital leases                                    83,071         93,000
   Deferred revenue                                     611,740        964,030
                                                    -----------    -----------
            Total current liabilities                 2,502,000      3,123,980

LONG TERM DEBT, less current maturities                 929,263              -

OBLIGATIONS UNDER CAPITAL LEASES,
    less current maturities                              70,113        128,925
                                                    -----------    -----------
            Total liabilities                         3,501,376      3,252,905

STOCKHOLDERS' EQUITY
   Preferred stock, cumulative, $1.00 par value;
      1,000,000 shares authorized:
          Series A, 30,000 and 30,000 shares issued
             and outstanding at December 31, 2000
             and June 30, 2000 (liquidation preference
             of $30,000 and $30,000)                     30,000         30,000
          Series H, 2 and 2 shares issued and
             outstanding at December 31, 2000 and
             June 30, 2000 (liquidation preference of
             $50,000 and $50,000)                             2              2
          Series 1999-D1, 720 and 720 shares issued
             and outstanding at December 31, 2000
             and June 30, 2000 (liquidation preference of
             $18,000,000 and $18,000,000)                   720            720
   Common stock, $.10 par value; 80,000,000 shares
      authorized; 27,191,816 and 26,456,521 shares
      issued and outstanding at December 31, 2000,
      and June 30, 2000                               2,719,182      2,645,652
   Additional paid in capital                        61,998,137     59,944,947
   Accumulated deficit                              (56,660,107)   (53,351,022)
                                                    -----------    -----------
            Total stockholders' equity                8,087,934      9,270,299
                                                    -----------    -----------
            Total liabilities and stockholders'
               equity                               $11,589,310    $12,523,204
                                                    ===========    ===========
The accompanying notes are an integral part of these statements.
<PAGE>
UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Statements of Operations (Unaudited)

                         Three Months Ended          Six Months Ended
                         -------------------------   -------------------------
                         December 31   December 31   December 31   December 31
                         2000          1999          2000          1999
                         -----------   -----------   -----------   -----------
Revenues
   Product sales         $ 2,064,054   $ 1,914,883   $ 3,525,528   $ 4,215,858
   Services                  856,918       281,310     1,851,181       725,390
   Royalties                 187,500             -       312,500             -
                         -----------   -----------   -----------   -----------
        Total revenues     3,108,472     2,196,193     5,689,209     4,941,248
                         -----------   -----------   -----------   -----------
Cost of products and services
      Cost of product
         sales             1,278,965     1,451,896     2,144,177     3,359,223
      Cost of services       550,535       116,990     1,237,531       336,775
                         -----------   -----------   -----------   -----------
         Total cost of
           products and
           services        1,829,500     1,568,886     3,381,708     3,695,998
                         -----------   -----------   -----------   -----------
         Gross margin      1,278,972       627,307     2,307,501     1,245,250

Operating expenses         2,889,914     3,441,437     5,574,561     6,609,309
                         -----------   -----------   -----------   -----------
         Operating loss   (1,610,942)   (2,814,130)   (3,267,060)   (5,364,059)

Other (income) expense
   Interest and other
      (income) expense       (10,930)       (5,642)      (16,582)      (15,505)
   Interest expense           31,358        85,527        56,108       181,415
                         -----------   -----------   -----------   -----------
         Total other
           (income) expense   20,428        79,885        39,526       165,910
                         -----------   -----------   -----------   -----------
         NET LOSS         (1,631,370)   (2,894,015)   (3,306,586)   (5,529,969)

Dividend requirements
   on preferred stock        226,075       226,981       452,150       449,650
                         -----------   -----------   -----------   -----------
Net loss attributable to
   common stockholders   $(1,857,445)  $(3,120,996)  $(3,758,736)  $(5,979,619)
                         ===========   ===========   ===========   ===========

Per share amounts allocable to common stockholders

   Net loss -
      basic and diluted  $     (0.07)  $     (0.16)  $     (0.14)  $     (0.33)

Weighted average common
   shares outstanding     27,191,816    19,605,486    27,011,006    17,913,649

The accompanying notes are an integral part of these statements.
<PAGE>
UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
                                                     Six Months Ended
                                                     -------------------------
                                                     December 31   December 31
                                                     2000          1999
                                                     -----------   -----------
Cash flows from operating activities
  Net loss                                           $(3,306,586)  $(5,529,969)
  Adjustments to reconcile net loss to cash
    used in operating activities:
       Depreciation and amortization                     814,523     1,704,430
       Sundry non-cash expenses                           26,879             -
       Stock compensation expense                              -       724,500
       Changes in assets and liabilities, net of
          effects from acquisitions and dispositions:
             Trade accounts receivable                  (518,312)      199,188
             Inventories                                  (3,610)     (167,896)
             Prepaid expense                             122,774      (497,951)
             Other current assets                        283,988             -
             Other assets                                (88,603)     (172,382)
             Accounts payable and accrued liabilities     92,869       280,915
             Deferred revenue                           (352,290)            -
                                                     -----------   -----------
                 Cash used in operating activities    (2,928,368)   (3,459,165)

Cash flows from investing activities
       Acquisition of business, net of cash acquired           -      (208,319)
       Purchase of property and equipment               (132,411)     (277,181)
       Additions to product and software development
          costs                                         (150,957)            -
       Issuance of note receivable                             -       (13,621)
                                                     -----------   -----------
                 Cash used in investing activities      (283,368)     (499,121)

Cash flows from financing activities
       Cash paid for cost of capital                           -      (165,000)
       Proceeds from long term debt                    1,000,000             -
       Proceeds from line of credit                    1,746,003     3,555,885
       Principal payments on line of credit           (2,067,445)   (3,857,598)
       Principal payments on long-term debt              (15,970)     (180,080)
       Principal payments on capital lease obligations   (55,119)      (42,479)
       Dividends paid                                     (2,500)       (1,875)
       Redemption of Series A preferred stock                  -      (118,099)
       Net proceeds from equity transactions           2,000,000     1,194,753
                                                     -----------   -----------
                 Cash provided by financing activities 2,604,969       385,507

Net decrease in cash and cash equivalents               (606,767)   (3,572,779)

Cash and cash equivalents, beginning                   1,422,167     4,412,664
                                                     -----------   -----------
Cash and cash equivalents, ending                    $   815,400   $   839,885
                                                     ===========   ===========
Supplemental information
       Cash paid for interest                        $    56,107   $   181,415

The accompanying notes are an integral part of these statements.
<PAGE>
             UNIVIEW TECHNOLOGIES CORPORATION AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             December 31, 2000
                                (Unaudited)

BASIS OF PRESENTATION

     The interim consolidated financial statements and summarized notes
included herein were prepared, without audit, in accordance with
generally accepted accounting principles for interim financial
information, pursuant to rules and regulations of the Securities and
Exchange Commission. Because certain information and notes normally
included in complete financial statements prepared in accordance with
generally accepted accounting principles were condensed or omitted
pursuant to such rules and regulations, it is suggested that these
financial statements be read in conjunction with the Consolidated
Financial Statements and the Notes thereto, included in the Company's
Annual Report on Form 10-K for the preceding fiscal year.  These interim
financial statements and notes hereto reflect all adjustments which are,
in the opinion of management, necessary for a fair statement of results
for the interim periods presented.  Such financial results, however,
should not be construed as necessarily indicative of future earnings.

CREDIT AGREEMENT/NOTES PAYABLE

     The Company's credit facility with FINOVA Capital Corporation
expired during the fiscal quarter ended December 31, 2000 and the Company
is in negotiations with another lender to replace the credit facility.

     The Company entered into a note payable with Sagemark Capital, L.P.
for $1.0 million at an annual interest rate of 14% maturing December 6,
2005.  Interest is payable monthly in cash unless Sagemark gives notice
that it desires to be paid in shares of the common stock of the Company
based on a stock price of $0.84 per share.  The loan is collateralized by
a security interest in the Curtis Mathes trademark.  In conjunction with
the loan, Sagemark was granted warrants of the Company to purchase up to
300,000 shares of stock at $0.84 per share.  The warrants were valued at
$116,600 and recorded as a discount of the note to be amorized over the
term of the loan.  The warrants expire on December 6, 2005.

FINANCING TRANSACTIONS

     Through the six months ended December 31, 2000 the Company received
$2,000,000 and issued 735,295 shares of Common Stock.  The Company paid
loan origination and commitment fees totaling $50,000, paid a finder's
fee of $47,500 to financial intermediaries, and issued warrants to
purchase 300,000 shares of Common Stock in connection with the loan of
$1,000,000 to the Company.

EARNINGS (LOSS) PER SHARE

     Basic earnings (loss) per share are based upon the weighted average
number of shares of common stock outstanding.  Diluted earnings (loss)
per share are based upon the weighted average number of shares of common
stock outstanding and, when dilutive, common shares issuable for stock
options, warrants and convertible securities.  As the Company has
incurred losses for the periods presented, there are no dilutive
securities in the three and six-month periods ended December 31, 2000 or 1999.
<PAGE>
The effect of preferred stock dividends on the amount of losses allocated to
common stockholders was $226,075 and $226,981 for the three months and $452,150
and $449,650 for the six months ended December 31, 2000 and 1999, respectively.

     Outstanding warrants that were not included in the diluted calculation
because their effect would be anti-dilutive total 2,121,709 and 1,618,674 for
the three months and 2,085,217 and 1,851,104 for the six months ended
December 31, 2000 and 1999, respectively.  Outstanding options that were not
included in the diluted calculation because their effect would be anti-dilutive
total 4,810,661 and 2,133,058 for the three months and 3,958,066 and 1,555,660
for the six months ended December 31, 2000 and 1999, respectively.

BUSINESS SEGMENT INFORMATION

During 2000 and 1999, the Company was primarily engaged in the development of
advanced digital set top boxes and related supporting technologies, computer
systems integration, and computer telephony integration software.  The
following tables set forth certain information with respect to the three and
six months ended December 31:

                         Three Months Ended          Six Months Ended
                         -------------------------   -------------------------
                         December 31   December 31   December 31   December 31
                         2000          1999          2000          1999
                         -----------   -----------   -----------   -----------
Net Revenues:
     Product sales       $ 2,064,054   $ 1,914,883   $ 3,525,528   $ 4,215,858
     Services                856,918       281,310     1,851,181       725,390
     Royalties               187,500             -       312,500             -
                         -----------   -----------   -----------   -----------
                         $ 3,108,472   $ 2,196,193   $ 5,689,209   $ 4,941,248
                         ===========   ===========   ===========   ===========
Operating loss:
     Product sales       $  (562,122)  $  (892,129)  $(1,046,519)  $(1,128,624)
     Services               (477,218)      (68,387)   (1,004,154)     (451,774)
     Corporate              (571,602)   (1,853,614)   (1,216,387)   (3,783,661)
                         -----------   -----------   -----------   -----------
Total operating loss      (1,610,942)   (2,814,130)   (3,267,060)   (5,364,059)
Less interest expense        (31,358)      (85,527)      (56,108)     (181,415)
Interest and other income     10,930         5,642        16,582        15,505
                         -----------   -----------   -----------   -----------
Net loss from continuing
   operations            $(1,631,370)  $(2,894,015)  $(3,306,586)  $(5,529,969)
                         ===========   ===========   ===========   ===========
<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

                       Forward Looking Statements

     This report may contain "Forward Looking Statements," which are our
expectations, plans, and projections which may or may not materialize,
and which are subject to various risks and uncertainties, including
statements concerning expected expenses, and the adequacy of our sources
of cash to finance our current and future operations.  When used in this
report, the words "plans," "believes," "expects," "anticipates,"
"estimates" and similar expressions are intended to identify forward-
looking statements.  Factors which could cause actual results to
materially differ from our expectations include the following: general
economic conditions and growth in the high tech industry; competitive
factors and pricing pressures; changes in product mix; the timely
development and acceptance of new products; and the risks described from
time to time in the our SEC filings.  These forward-looking statements
speak only as of the date of this report.  We expressly disclaim any
obligation or undertaking to release publicly any updates or changes in
our expectations or any change in events, conditions or circumstances on
which any such statement may be based, except as may be otherwise
required by the securities laws.

                                Overview

     uniView Technologies Corporation and its subsidiaries (the
"Company") offer competencies and expertise in creating solutions for
video on demand.  Our primary focus is the development of advanced
digital set top boxes and the related support technologies, such as
broadband connectivity and computer telephony integration software
(customer service support software).  We market our products and services
both domestically and internationally focusing on telecommunications,
hospitality, utilities, banking, multilevel marketing, and other Fortune
1,000 companies.  More information about us can be found at our web site,
www.uniView.com.

     The following discussion provides information to assist in the
understanding of the Company's financial condition and results of
operations for the fiscal quarter ended December 31, 2000.  It should be
read in conjunction with the Consolidated Financial Statements and Notes
thereto appearing in the Company's Annual Report on Form 10-K for fiscal
year ended June 30, 2000.

                          Results of Operations

     Revenues. Total revenues for the second fiscal quarter ended
December 31, 2000 were $3.1 million, with revenues of $2.2 million for
the same quarter last year, an increase of 41%.  Total revenues increased
15% for the six months ended December 31, 2000 to $5.7 million,
compared to $4.9 million for the same period last year.  The substantial
increases were primarily attributed to revenues generated by uniView
Softgen Corporation, a new subsidiary established in November 1999.
Additionally, the Company recognized $187,500 and $312,500 in royalty revenue
for the three and six month periods ended December 31, 2000, respectively,
compared to none for the same periods in 1999.  The Company made a
reclassification of $125,000 to Royalty Revenue for royalty previously
recognized as Other Income in the first fiscal quarter ended September
30, 2000.  The reclassification was made to reflect a change of
<PAGE>
accounting policy regarding the classification of royalties earned from
licensing the Curtis Mathes trademark.Most of the revenues for the
reporting period can be attributed to network system design and
integration services provided through our subsidiary, Network America.

     Gross Profit.  Gross Profit for the second fiscal quarter was $1.3
million, compared to $627,000 for the same quarter last year.  Gross
Profit for the six months ended December 31, 2000 was $2.3 million,
compared to $1.2 million for the same period last year.

     Operating Expenses. Total operating expenses for the second fiscal
quarter were $2.9 million, compared to $3.4 million for the same quarter
last year.  Total operating expenses for the six months ended December
31, 2000 were $5.6 million, compared to $6.6 million for the same period
last year.   Significant components of operating expenses for the six
months ended December 31, 2000 and 1999 consisted of the following:

                                              Six months ended
                                              ----------------
                                   December 31, 2000   December 31, 1999
                                   -----------------   -----------------
Compensation                         $  2,580,000        $  2,000,000
Facilities                                280,000             348,000
Depreciation                              282,000             769,000
Online service expense                    442,000             372,000
Amortization of product and
   software development costs, purchased
   software, trademark, and goodwill      532,000             936,000
Legal expense                             158,000             214,000
Stock option expense                       10,000             725,000
Other                                   1,291,000           1,245,000
                                     ------------        ------------
Total                                $  5,575,000        $  6,609,000

Other expenses include public company cost, telephone, travel, office,
insurance, sales and marketing, and other general and administrative
expenses.  The overall decrease of approximately $1.0 million is
primarily attributable to reduced depreciation and amortization expenses,
stock option expense, certain 1999 one-time non-recurring expenditures,
offset by expenses attributable to uniView Softgen Corporation, a new
subsidiary which commenced operations in November 1999.  Stock option
expense relates to options granted to employees at prices less than the
full market price.

                     Liquidity and Capital Resources

     Cash Flows From Operations.   Cash used in operations for the six
months ended December 31, 2000 and 1999 were $2.9 million and $3.5
million, respectively.  The major components of cash flows from
operations for the current period were comprised of a $3.3 million loss
from operations, which included depreciation and amortization amounting
to $815,000.

     Cash Flows From Investing Activities.   During the six months ended
December 31, 2000, we purchased $132,000 of property, plant, and
equipment as compared to $277,000 during the same period last year.
Additionally, we capitalized $151,000 of product and software development
cost during the six months ended December 31, 2000.
<PAGE>
     Cash Flows from Financing Activities.   During the six months ended
December 31, 2000 we generated net cash of $2.6 million from financing
activities, compared to $385,000 during the same period last year.  The
primary sources of these funds were proceeds from the sale of 735, 295
shares of common stock and borrowings of $1.0 million.

                              Other Matters

Cash Flow

     During the six months ended December 31, 2000, we did not achieve a
positive cash flow from operations.  Accordingly, we continue to rely on
cash on hand, as well as available borrowing arrangements and continued
sale of our common stock and preferred stock to fund operations until a
positive cash flow from operations can be achieved.  If we are unable to
achieve a positive cash flow from operations in the foreseeable future,
additional financing or placements will be required.  We continually
evaluate opportunities with various investors to raise additional
capital, without which, our growth and profitability could be restricted.
Although we believe that sufficient financing resources are available,
there can be no assurance that such resources will continue to be
available to us or that they will be available upon favorable terms.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to market risk from changes in interest rates which
may adversely affect our financial position, results of operations and
cash flows.  In seeking to minimize the risks from interest rate
fluctuations, we manage exposures through our regular operating and
financing activities.  We do not use financial instruments for trading or
other speculative purposes and we are no party to any leveraged financial
instruments.

     We are exposed to interest rate risk primarily through our borrowing
activities, which are described in the "Long-Term Debt" Notes to the
Consolidated Financial Statements of our Annual Report on Form 10-K for
fiscal year ended June 30, 2000, which are incorporated herein by
reference.

                       PART II - OTHER INFORMATION

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

     Sales of equity securities during the reporting period that were not
registered under the Securities Act of 1933 consisted of the following:

  On December 8, 2000 we issued warrants to purchase 300,000 shares of
  our Common Stock to accredited investors in connection with a loan to the
  Company.  The warrants are exercisable for five years at an exercise
  price of $0.84 per share.  The Warrants were valued at $116,600 and
  recorded as a discount of the note to be amortized over the term of the
  loan.  The issuance was made pursuant to the exemption from registration
  provided by SEC Regulation D, in that (a) the investor or its purchaser
  representative is reasonably believed to have such knowledge and
  experience in financial and business matters that it is capable of
  evaluating the merits and risks of the investment, (b) the investor or
  its purchaser representative were provided with required information and
  an opportunity to obtain additional information a reasonable period of
  time prior to the transaction, and (c) the investor or its purchaser
<PAGE>
  representative were advised of the limitations on resale of the Common
  Stock.

ITEM 5.   OTHER INFORMATION

     Network America's credit facility with FINOVA Capital Corporation
has expired and we are in negotiations with another lender to secure a
new credit facility to aid the ongoing business needs of Network America.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     Exhibits

          Reference is made to the Exhibit Index beginning on page 13 of
          this Form 10-Q for a list of all exhibits filed with and
          incorporated by reference in this report.

     (b)  Reports on Form 8-K

          No reports on Form 8-K were filed during the reporting period.

                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              uniView Technologies Corporation
                                       (Registrant)

                              By:   /s/    David M. Thomas
                                    David M. Thomas
                                    Vice President and Chief Financial Officer
                                    (Principal Financial and Duly Authorized
                                     Officer)

Date:     February 13, 2001
<PAGE>
                    UNIVIEW TECHNOLOGIES CORPORATION
                          and Subsidiaries

                           EXHIBIT INDEX

Exhibit          Description of Exhibits                           Sequential
Number                                                             Page Number

3(i)      Articles of Incorporation of the Company, as amended
          (filed as Exhibit "4.1" to the Company's Registration
          Statement on Form S-3 filed with the Commission on
          May 13, 1998 and incorporated herein by reference.)          N/A

3(ii)     Bylaws of the Company, as amended (filed as Exhibit
          "3(ii)" to the Company's Annual Report on Form 10-K for
          the fiscal year ended June 30, 1999 and incorporated
          herein by reference.)                                        N/A

4.1       Form of Common Stock Certificate of the Company (filed
          as Exhibit "4.2" to the Company's annual report on Form
          10-K for the fiscal year ended June 30, 1994 and
          incorporated herein by reference.)                           N/A

4.2       Series A Preferred Stock terms and conditions (filed as
          Exhibit "4.3" to the Company's annual report on Form
          10-K for the fiscal year ended June 30, 1994 and
          incorporated herein by reference.)                           N/A

4.3       Series H Preferred Stock terms and conditions (filed as
          Exhibit "4.4" to the Company's Registration Statement on
          Form S-3 originally filed with the Commission on June 20,
          1996 and incorporated herein by reference.)                  N/A

4.4       Form of warrant issued in connection with the J.P. Carey
          Agreement (filed as Exhibit "4.8" to the Company's
          Registration Statement on Form S-3 filed with the
          Commission on July 20, 1998 and incorporated herein
          by reference.)                                               N/A

4.5       Form of warrant issued in connection with Series 1998-A1
          Preferred Stock (filed as Exhibit "4.7" to the Company's
          Registration Statement on Form S-3 filed with the
          Commission on July 20, 1998 and incorporated herein by
          reference.)                                                  N/A

4.6       Series 1999-D1 Preferred Stock terms and conditions (filed
          as Exhibit "4.6" to the Company's Registration Statement
          on Form S-3 filed with the Commission on June 28, 1999
          and incorporated herein by reference.)                       N/A

4.7       Form of warrant issued in connection with private
          placement to Bonanza Partners, Ltd. (filed as Exhibit
          "4.11" to the Company's Quarterly Report on Form 10-Q
          for the fiscal quarter ended December 31, 1999 and
          incorporated herein by reference.)                           N/A
<PAGE>
4.8       Form of warrant issued in connection with acquisition of
          certain assets of Softgen International, Inc. (filed as
          Exhibit "4.12" to the Company's Quarterly Report on Form
          10-Q for the fiscal quarter ended December 31, 1999 and
          incorporated herein by reference.)                           N/A

4.9       Form of warrant issued in connection with private placement
          to LBI Group, Inc. (filed as Exhibit "4.14" to the Company's
          Quarterly Report on Form 10-Q for the fiscal quarter ended
          March 31, 2000 and incorporated herein by reference.         N/A

4.10      Form of warrant issued in connection with private placement
          to Founders Partners VI, LLC (filed as Exhibit "4.5" to the
          Company's Registration Statement on Form S-3 filed with the
          Commission on October 10, 2000 and incorporated herein by
          reference.                                                   N/A

4.11*     Form of warrant issued to Sagemark Capital, L.P.
          in connection with a loan to the Company.                    15
__________________
*  Filed herewith.