EXHIBIT 4.12


      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 OR UNDER ANY STATE SECURITIES  OR
      BLUE SKY LAWS.  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:  September 25, 2001                           No. 2001-C-04

                        UNIVIEW TECHNOLOGIES CORPORATION
                             STOCK PURCHASE WARRANT

      This Warrant is issued for good and valuable consideration, receipt  of
 which is hereby acknowledged, to Highland Holdings (the "Holder") by uniView
 Technologies Corporation, a Texas corporation (the "Company").

      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 Forty-three  Thousand Seven  Hundred Fifty  (43,750) shares  of  par
 value $.80 Common Stock of the Company (the "Shares"), as adjusted  pursuant
 to the provisions of this Warrant.

      2.   Exercise Price.  The exercise price  for the Shares shall be  Four
 Dollars and  No/100 ($32.00)  per share.   Such  price shall  be subject  to
 adjustment pursuant to Section 8 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
 through  March  15, 2004.  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 twenty  (20) days prior  to the consummation  of
 such event or transaction.

      4.   Restricted Stock; Registration. The shares of Common Stock  of the
 Company purchased  upon exercise  of this  Warrant ("Restricted  Stock")  or
 purchasable upon exercise of this Warrant ("Underlying Stock") shall not  be
 transferable except upon the conditions stated below, which are intended  to
 insure compliance with federal and state securities laws.  The  certificates
 representing these shares of stock, unless the same are registered prior  to
 exercise of this  Warrant, shall be  stamped or otherwise  imprinted  with a
 legend in substantially the following form:

      "The securities  represented by  this  Certificate have  not  been
      registered under the Securities Act  of 1933,  as amended, or  the
      securities laws of  any state.  The securities have been  acquired
      for  investment  and  may  not  be  sold,  offered  for  sale   or
      transferred in the absence of an effective registration under  the
      Securities Act  of  1933, as  amended,  and any  applicable  state
      securities laws or an opinion of counsel satisfactory in form  and
      substance to counsel  for the Company  that the transaction  shall
      not result in a violation of state or federal securities laws."

      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.

           (b)  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.

      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.  Warrant Register.   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. 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
 signed by the parties to be bound thereby.  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.

      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.

                               UNIVIEW TECHNOLOGIES CORPORATION


                               By: ______________________
                                   Patrick A. Custer, CEO

<PAGE>

                            NOTICE OF EXERCISE


 To:  uniView Technologies Corporation (the "Company")


      (1)  The undersigned ("Holder") 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 Holder:


                  _______________________________
                              (Name)


                  _______________________________
                             (Address)


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

           (a)  Holder  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.  Holder 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)  Holder  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,
 Holder 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.

           (c)  Holder 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,
 Holder 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)  Holder 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)  Holder further understands that at the time Holder 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, Holder could  be precluded from selling the  Securities
 under Rule  144  even  if  the one-year  minimum  holding  period  had  been
 satisfied.

           (f)  Holder 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 and Title)

                                    ______________________________
                                    (Name printed)