<PAGE>
     THIS  WARRANT  AND  THE SECURITIES ISSUABLE UPON  THE  EXERCISE
     HEREOF  HAVE  BEEN ACQUIRED FOR INVESTMENT AND  HAVE  NOT  BEEN
     REGISTERED  UNDER THE SECURITIES ACT OF 1933. THEY MAY  NOT  BE
     SOLD,  OFFERED  FOR  SALE, PLEDGED, HYPOTHECATED  OR  OTHERWISE
     TRANSFERRED   EXCEPT  PURSUANT  TO  AN  EFFECTIVE  REGISTRATION
     STATEMENT  UNDER THE SECURITIES ACT OF 1933, OR AN  OPINION  OF
     COUNSEL  SATISFACTORY TO THE COMPANY THAT REGISTRATION  IS  NOT
     REQUIRED  UNDER SUCH ACT OR UNLESS SOLD PURSUANT  TO  RULE  144
     UNDER SUCH ACT.

Date: ____________________            Warrant No. _______________

                     UNIVIEW TECHNOLOGIES CORPORATION

                          STOCK PURCHASE WARRANT

     This Warrant is issued, for good and valuable consideration, receipt
of  which is hereby acknowledged, to _____________________ (the "Holder")
by uniView Technologies Corporation, a Texas corporation (the "Company"),
and  the rights of the Holder under this Warrant are pari passu with  the
rights  of  the  holders  of all other warrants  issued  by  the  Company
pursuant to that certain 2000 Securities Purchase Agreement, dated as  of
_______________,  by  and  among the Company  and  the  Purchasers  named
therein  (as  amended, supplemented, restated or otherwise modified  from
time  to time, the "Purchase Agreement").  Capitalized terms used in this
Warrant  and  not  otherwise defined herein shall have the  meanings  set
forth in the Purchase Agreement.

     1.    Purchase  of  Shares.   Subject to the  terms  and  conditions
hereinafter  set  forth, the Holder is entitled, upon surrender  of  this
Warrant at the principal office of the Company (or at such other place as
the  Company shall notify the Holder hereof in writing), to purchase from
the Company __________________ shares of Common Stock (the "Shares"),  as
adjusted pursuant to the provisions of this Warrant.

     2.    Exercise  Price.  The exercise price for the Shares  shall  be
__________________ per share. Such price shall be subject  to  adjustment
pursuant to Section 6 hereof (such price, as adjusted from time to  time,
is herein referred to as the "Exercise Price").

     3.    Exercise Period.  This Warrant is exercisable at any time  and
from  time  to  time  and,  except as provided  below,  shall  remain  so
exercisable for five (5) years from the date hereof.  This Warrant  shall
immediately terminate upon (a) the sale of all or substantially  all  the
assets  of  the  Company  or  (b)  the merger  of  the  Company  into  or
consolidation with any other entity in which at least 50% of  the  voting
power  of  the Company is transferred.  In the event of a transaction  of
the kind described above, the Company shall notify the Holder at least 30
days prior to the consummation of such event or transaction.

     4.   Intentionally omitted.
<PAGE>
     5.   Method of Exercise.  While this Warrant remains outstanding and
exercisable in accordance with Section 3 above, the Holder may  exercise,
in whole or in part, the purchase rights evidenced hereby.  Such exercise
may be effected by:

               (i)   the surrender of the Warrant, together with  a  duly
executed  copy of the form of exercise attached hereto, to the  Secretary
of the Company at its principal offices; and either

               (ii) the payment to the Company of an amount equal to  the
aggregate Exercise Price for the number of Shares being purchased; or

               (iii)      in  lieu  of  purchasing the entire  number  of
shares  subject  to  purchase pursuant to the  Warrant,  the  Holder  may
relinquish  all  or any part of the unexercised portion  of  the  Warrant
(such  portion of the Warrant relinquished being hereinafter referred  to
as  the  "Relinquished Warrant") for a number of whole shares  of  Common
Stock  equal  to the product of (i) the number of shares of Common  Stock
subject to the Relinquished Warrant and (ii) a fraction, the numerator of
which  is  the excess of (A) the current Fair Market Value per  share  of
Common  Stock  covered by the Relinquished Warrant over (B) the  Exercise
Price  of such Relinquished Warrant, and the denominator of which is  the
then current Fair Market Value per share of such Common Stock.

     6.    Certificates  for Shares.  Upon the exercise of  the  purchase
rights evidenced by this Warrant, one or more certificates for the number
of Shares so purchased shall be issued as soon as practicable thereafter,
and  in  any  event  within 30 days of the delivery of  the  subscription
notice.

     7.    Reservation of Shares.  The Company covenants that it will  at
all  times, keep available such number of authorized shares of its Common
Stock,  free from all preemptive rights with respect thereto, which  will
be  sufficient to permit the exercise of this Warrant for the full number
of  Shares specified herein, upon exercise of this Warrant.  The  Company
further  covenants that such Shares, when issued pursuant to the exercise
of  this  Warrant, will be duly and validly issued, fully paid  and  non-
assessable and free from all taxes, liens and charges with respect to the
issuance thereof.

     8.    Adjustment of Exercise Price and Number of Shares.  The number
of  and kind of securities purchasable upon exercise of this Warrant  and
the  Exercise Price shall be subject to adjustment from time to  time  as
follows:

          (a)   Subdivisions and Combinations.  If the Company  shall  at
any  time  prior to the expiration of this Warrant subdivide  its  Common
Stock  by split-up or otherwise, or combine its Common Stock, the  number
of  Shares  issuable on the exercise of this Warrant shall  forthwith  be
proportionately   increased   in  the   case   of   a   subdivision,   or
proportionately  decreased  in the case of  a  combination.   Appropriate
adjustments shall also be made to the purchase price payable  per  share,
but  the aggregate purchase price payable for the total number of  Shares
purchasable under this Warrant (as adjusted) shall remain the same.   Any
adjustment under this Section 7(a) shall become effective at the close of
business on the date the subdivision or combination becomes effective.
<PAGE>
          (b)   Anti-dilution.   If  at any time while  this  Warrant  is
outstanding the Company issues or sells, or is deemed to have  issued  or
sold, any shares of Common Stock, or other securities exercisable into or
convertible  into Common Stock (other than the Registrable Securities  or
shares  of  Common  Stock deemed to have been issued by  the  Company  in
connection with an approved Employee Stock Plan or shares of Common Stock
issuable upon the exercise of any options or warrants outstanding on  the
date  hereof  or  shares of Common Stock issued or deemed  to  have  been
issued  as consideration for an acquisition by the Company of a division,
assets  or  business  (or stock constituting any  portion  thereof)  from
another  person)  for a consideration per share less  than  the  exercise
price  of  this Warrant, then immediately after such issue  or  sale  the
Exercise  Price  of this Warrant then in effect shall be  reduced  to  an
amount  equal  to  the consideration per share of Common  Stock  of  such
issuance or sale.

          (c)  Notice of Adjustment.  When any adjustment is required  to
be  made in the number or kind of shares purchasable upon exercise of the
Warrant,  or in the Warrant Price, the Company shall promptly notify  the
Holder of such event and of the number of shares of Common Stock or other
securities  or  property  thereafter purchasable  upon  exercise  of  the
Warrant.

     9.    No  Fractional Shares.  No fractional shares shall  be  issued
upon  the  exercise of this Warrant, and the number of  shares  of  stock
issued  upon  exercise of this Warrant shall be rounded  to  the  nearest
whole share.

     10.   No Stockholder Rights.  Prior to the exercise of this Warrant,
the  Holder  shall  not be entitled to any rights of a  shareholder  with
respect  to the Shares, including (without limitation) the right to  vote
such  Shares, receive dividends or other distributions thereon,  exercise
preemptive rights or be notified of shareholder meetings, and such Holder
shall not be entitled to any notice or other communication concerning the
business or affairs of the Company.

     11.   Exchange of Warrant.  Subject to any restriction upon transfer
set  forth  in  this Warrant, each Warrant may be exchanged  for  another
Warrant  or  Warrants of like tenor and representing in the  aggregate  a
like  number of Warrants.  Any Holder desiring to exchange a  Warrant  or
Warrants shall make such request in writing delivered to the Company, and
shall  surrender,  properly endorsed, the Warrant or Warrants  to  be  so
exchanged.

     12.   Mutilated or Missing Warrants.  In case any Warrant  shall  be
mutilated, lost, stolen or destroyed, the Company shall issue and deliver
in  exchange and substitution for and upon cancellation of the  mutilated
Warrant,  or in lieu of and substitution for the Warrant lost, stolen  or
destroyed,  a  new Warrant of like tenor and representing  an  equivalent
right   or  interest,  but  only  upon  receipt  of  evidence  reasonably
satisfactory  to the Company of such loss, theft or destruction  of  such
Warrant and indemnity or bond, if requested, also reasonably satisfactory
to  the  Company.   An applicant for such substitute Warrant  shall  also
comply  with  such  other  reasonable  regulations  and  pay  such  other
reasonable charges as the Company may prescribe.
<PAGE>
     13.   Payment of Taxes.  The Company will pay all taxes (other  than
any  income  taxes or other similar taxes), if any, attributable  to  the
initial  issuance of the Warrant and the issuance of the Shares upon  the
exercise of the Warrant, provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect  of  the
issuance or delivery of any Warrant, or the transfer thereof, and no such
issuance, delivery or transfer shall be made unless and until the  person
requesting  such issuance or transfer has paid to the Company the  amount
of  any such tax, or has established, to the satisfaction of the Company,
that no such tax is payable or such tax has been paid.

     14.   Registration.   The Warrants shall be numbered  and  shall  be
registered on the books of the Company (the "Warrant Register")  as  they
are issued.  The Company shall be entitled to treat the registered holder
of  any Warrant on the Warrant Register as the owner in fact thereof  for
all  purposes and shall not be bound to recognize any equitable or  other
claim to or interest in such Warrant on the part of any other person, and
shall  not  be liable for any registration or transfer of Warrants  which
are  registered  or to be registered in the name of a  fiduciary  or  the
nominee  of  a  fiduciary unless made with the actual  knowledge  that  a
fiduciary  or nominee is committing a breach of trust in requesting  such
registration  of  transfer, or with knowledge  of  such  facts  that  its
participation therein amounts to bad faith.

     15.   Transfer  of Warrants.  The Warrants shall be transferable  on
the  Warrant  Register only upon delivery thereof duly  endorsed  by  the
Holder  or  by  his  duly  authorized  attorney  or  representative,   or
accompanied by proper evidence of succession, assignment or authority  to
transfer.   The  Holder  may not sell, assign (by  operation  of  law  or
otherwise), transfer, pledge, grant a security interest in, or  otherwise
dispose  of  this  Warrant  or  any  portion  hereof  or  any  rights  or
obligations  hereunder  except in compliance  with  Section  9.5  of  the
Purchase   Agreement,   which  contains  certain  restrictions   on   the
transferability  hereof.  In all cases of transfer by  an  attorney,  the
original  power of attorney, duly approved, or an official copy  thereof,
duly  certified shall be deposited with the Company.  In case of transfer
by  executors,  administrators, guardians or other legal representatives,
duly authenticated evidence of their authority shall be produced, and may
be required to be deposited with the Company in its discretion.  Upon any
registration  of  transfer, the Company shall deliver a  new  Warrant  or
Warrants  to the Person entitled thereto.  Notwithstanding the foregoing,
the  Company shall have no obligation to cause Warrants to be transferred
on  its  books  to any Person, unless the Holder of such  Warrants  shall
furnish to the Company evidence of compliance with the Securities Act  of
1933, as amended, and applicable state blue sky laws.

     16.   Successors  and  Assigns.  The terms and  provisions  of  this
Warrant  shall inure to the benefit of, and be binding upon, the  Company
and the holders hereof and their respective successors and assigns.

     17.  Amendments and Waivers.  This Warrant may be amended, modified,
superseded or canceled, and any of the terms, covenants, representations,
warranties  or  conditions  hereof may  be  waived,  only  by  a  written
instrument that satisfies the requirements of Section 9.2 of the Purchase
Agreement.   Any  waiver or amendment effected in  accordance  with  this
Section  shall be binding upon each holder of any Shares purchased  under
this  Warrant  at the time outstanding (including securities  into  which
such  Shares have been converted), each future holder of all such Shares,
and the Company.
<PAGE>
     18.    Governing   Law.    This  Warrant  and   the   validity   and
enforceability hereof shall be governed by and construed and  interpreted
in  accordance with the laws of the State of Texas without giving  effect
to conflict of laws rules or choice of laws rules thereof.

     IN  WITNESS  WHEREOF,  the undersigned hereby  executes  this  Stock
Purchase Warrant as of the date first written above.

Investor                               uniView Technologies Corporation

By:________________________________    By:________________________________
            (Signature)                          Patrick A. Custer,
                                                 President and CEO

                       NOTICE OF EXERCISE

To:  uniView Technologies Corporation (the "Company")


     (1)   The  undersigned ("Purchaser") hereby elects to  exercise  its
rights  to  purchase _______________ shares of the Common  Stock  of  the
Company (the "Securities") pursuant to the terms of the attached Warrant,
and tenders herewith payment of the purchase price in full, together with
all applicable transfer taxes, if any.

     (2)   Please  issue  a certificate or certificates representing  the
Securities in the name of the undersigned Purchaser:

                _______________________________
                             (Name)

                _______________________________
                           (Address)

     (3)   With respect to the Securities being purchased hereunder,  the
Purchaser  makes,  as of the date hereof, all of the representations  and
warranties set forth below:

          (a)   Purchaser is aware of the Company's business affairs  and
financial  condition  and has acquired sufficient information  about  the
Company  to  reach an informed and knowledgeable decision to acquire  the
Securities.  Purchaser is purchasing these Securities for its own account
for investment purposes only and not with a view to, or for the resale in
connection  with,  any  "distribution"  thereof  for  purposes   of   the
Securities Act of 1933, as amended ("Securities Act").

          (b)   Purchaser understands that the Securities have  not  been
registered under the Securities Act in reliance upon a specific exemption
therefrom,  which  exemption depends upon, among other things,  the  bona
fide  nature  of  its  investment intent as expressed  herein.   In  this
connection, Purchaser understands that, in the view of the Securities and
Exchange  Commission ("SEC"), the statutory basis for such exemption  may
be unavailable if its representation was predicated solely upon a present
intention  to hold these Securities for the minimum capital gains  period
specified  under  tax  statutes, for a deferred sale,  for  or  until  an
increase  or  decrease in the market price of the Securities,  or  for  a
period of one year or any other fixed period in the future.
<PAGE>
          (c)  Purchaser further understands that the Securities must  be
held indefinitely unless subsequently registered under the Securities Act
or  unless  an  exemption from registration is otherwise  available.   In
addition,  Purchaser  understands that the  instruments  or  certificates
evidencing the Securities will be imprinted with a legend which prohibits
the  transfer  of  the  Securities unless they  are  registered  or  such
registration is not required in the opinion of counsel for the Company.

          (d)   Purchaser  is  aware  of  the  provisions  of  Rule  144,
promulgated under the Securities Act, which in substance, permits limited
public   resale   of  "restricted  securities"  acquired,   directly   or
indirectly,  from  the  issuer thereof (or  from  an  affiliate  of  such
issuer), in a non-public offering subject to the satisfaction of  certain
conditions, including, among other things:  the availability  of  certain
public information about the Company; the resale occurring not less  than
one year after the party has purchased and paid for the securities to  be
sold;  the  sale being made through a broker in an unsolicited  "broker's
transaction"  or in transactions directly with a market  maker  (as  said
term  is  defined under the Securities Exchange Act of 1934, as  amended)
and the amount of securities being sold during any three month period not
exceeding the specified limitations stated therein.

          (e)   Purchaser further understands that at the time  Purchaser
wishes to sell the Securities there may be no public market upon which to
make such a sale, and that, even if such a public market then exists  the
Company may not be satisfying the current public information requirements
of  Rule 144, and that, in such event, Purchaser could be precluded  from
selling  the  Securities  under Rule 144 even  if  the  one-year  minimum
holding period had been satisfied.

          (f)  Purchaser further understands that in the event all of the
requirements  of  Rule  144  are not satisfied,  registration  under  the
Securities  Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that  Rule
144 is not exclusive, the Staff of the SEC has expressed its opinion that
persons  proposing to sell private placement securities other than  in  a
registered offering and otherwise than pursuant to Rule 144 will  have  a
substantial  burden  of  proof in establishing  that  an  exemption  from
registration is available for such offers or sales, and that such persons
and  their respective brokers who participate in such transactions do  so
at their own risk.

__________________________         ______________________________
       (Date)                              (Signature)