<PAGE>
     THIS  WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS
     WARRANT  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES  ACT  OF
     1933  OR  UNDER ANY STATE SECURITIES OR BLUE SKY LAWS.  NEITHER
     THIS  WARRANT  NOR  ANY OF SUCH SHARES MAY  BE  OFFERED,  SOLD,
     ASSIGNED,  TRANSFERRED OR OTHERWISE DISPOSED OF IN THE  ABSENCE
     OF  REGISTRATION  UNDER  SAID ACT AND  UNDER  APPLICABLE  STATE
     SECURITIES   OR   BLUE  SKY  LAWS  OR  EXEMPTIONS   FROM   SUCH
     REGISTRATION

January 26, 1999                          Warrant No. 1999-B.____
                                    
                    UNIVIEW TECHNOLOGIES CORPORATION
                         STOCK PURCHASE WARRANT

Registered Owner:
     
     This  certifies  that,  for  value  received,  uniView  Technologies
Corporation,  a Texas corporation, the ("Company") grants  the  following
rights to the Registered Owner, or assigns, of this Warrant:
     
     (a)   Issue.  Upon tender (as defined in section (e) hereof) to  the
Company, the Company shall issue to the Registered Owner, or assigns,  up
to  the number of shares specified in paragraph (b) hereof of fully  paid
and  nonassessable shares of Common Stock that the Registered  Owner,  or
assigns, is otherwise entitled to purchase.
     
     (b)   Number of Shares.  The total number of shares of Common  Stock
that  the  Registered Owner, or assigns, of this Warrant is  entitled  to
receive upon exercise of this Warrant is ____________ shares, subject  to
adjustment  from time to time as set forth in paragraph  (f)  below.  The
Company  shall at all times reserve and hold available sufficient  shares
of Common Stock to satisfy all conversion and purchase rights represented
by  outstanding  convertible securities, options and warrants,  including
this  Warrant. The Company covenants and agrees that all shares of Common
Stock  that  may be issued upon the exercise of this Warrant shall,  upon
issuance,  be duly and validly issued, fully paid and nonassessable,  and
free  from all taxes, liens and charges with respect to the purchase  and
the issuance of the shares.
     
     (c)   Exercise Price.  The exercise price of this Warrant, the price
at  which  the shares of stock purchasable upon exercise of this  Warrant
may be purchased, is $1.00 per share, subject to adjustment from time  to
time  pursuant  to the provisions of paragraph (f) below  (the  "Exercise
Price").
     
     (d)   Exercise Period.  This Warrant may only be exercised beginning
on  January 26, 1999 and up to and including January 26, 2002 three years
after  the  date  of the Warrant, less one day.  If not exercised  during
this period, this Warrant and all rights granted under this Warrant shall
expire and lapse.
     
     (e)  Tender.  This Warrant may be exercised, in whole or in part, by
actual  delivery of (i) the Exercise Price in cash, (ii) a duly  executed
Warrant  Exercise Form, a copy of which is attached to  this  Warrant  as
Exhibit A, properly executed by the Registered Owner, or assigns, of this
Warrant, and (iii) by surrender of this Warrant. The payment and  Warrant
Exercise Form must be delivered, personally or by mail, to the registered
office  of  the  Company. Documents sent by mail shall be  deemed  to  be
delivered when they are received by the Company.
<PAGE>     
     (f)  Adjustment of Exercise Price.

           (i)   If  the  Company,  at any time  while  this  Warrant  is
outstanding,  (a)  shall pay a stock dividend on its  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  Exercise  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 paragraph (f)(i) 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.

           (ii)  If  the  Company,  at any time  while  this  Warrant  is
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 (as  defined
below)  of Common Stock at the record date mentioned below, the  Exercise
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  Exercise  Price
pursuant  to  this paragraph (f)(ii), if any such right or warrant  shall
expire  and  shall  not  have been exercised, the  Exercise  Price  shall
immediately upon 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 Exercise Price made pursuant
to  the  provisions of section (f) after the issuance of such  rights  or
warrants) had the adjustment of the Exercise 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.

           (iii)      If  the Company, at any time while this Warrant  is
outstanding, shall distribute to all holders of Common Stock evidences of
its  indebtedness  or assets or rights or warrants to  subscribe  for  or
purchase  any security (excluding those referred to in paragraphs  (f)(i)
and  (ii) above), then in each such case the Exercise Price at which  the
Warrant   shall   thereafter  be  convertible  shall  be  determined   by
multiplying the Exercise 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
<PAGE>
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 holder of the  Warrant;  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  holder  of
the  Warrant  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.

           (iv) All calculations under this section (f) shall be made  to
the nearest cent or the nearest l/l00th of a share, as the case may be.

           (v)   Whenever  the  Exercise Price is  adjusted  pursuant  to
paragraphs (f)(i), (ii) or (iii), the Company shall promptly mail to  the
holder  of  the Warrant, a notice setting forth the Exercise Price  after
such  adjustment  and  setting  forth a  brief  statement  of  the  facts
requiring such adjustment.

           (vi) 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  holder  of  the
Warrant shall have the right thereafter to convert the Warrant 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 holder of the Warrant 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 the Warrant 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,  the  holder  of  the
Warrant  shall  have the option to require the Company  to  redeem,  from
funds  legally  available therefor at the time of  such  redemption,  the
Warrant 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,
<PAGE>
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  Exercise  Price
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. 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 the  Warrant  the
right  to  receive  the securities, cash or property set  forth  in  this
paragraph  (f)(vi)  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.

          (vii)     If:

          A.   the  Company  shall  declare  a  dividend  (or  any  other
               distribution) on its Common Stock; or
          
          B.   the  Company  shall  declare a special  nonrecurring  cash
               dividend on or a redemption of its Common Stock; or
          
          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 this Warrant, and shall cause
to  be  mailed to the holder of this Warrant at its address as  it  shall
appear below, 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.
The  holder  of this Warrant is entitled to exercise all or a portion  of
<PAGE>
this  Warrant during the 20-day period commencing the date of such notice
to the effective date of the event triggering such notice.

     (g)   Per  Share Market Value. Per Share Market Value means  on  any
particular  date (i) 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 (ii) if  the
Common  Stock  is  not  listed then on the Nasdaq  Stock  Market  or  any
registered national stock 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 (iii) 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 holder of this Warrant; 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.

       (h)    Registration  Rights.  The  Company  will   undertake   the
registration of the Common Stock into which such Warrants are convertible
at  such  times  and  upon such terms pursuant to the provisions  of  the
Registration  Rights Agreement dated January 26, 1999 by  and  among  the
Company,  Brown  Simpson Strategic Growth Fund, L.P.  and  Brown  Simpson
Strategic Growth Fund, Ltd.

     (i)    Notices.   All  notices  or  other  communications   required
hereunder shall be in writing and shall be sent either (i) by courier, or
(ii) 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 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 holder:

or such other address as any of the above may have furnished to the other
parties in writing by registered mail, return receipt requested.
<PAGE>     
     IN  WITNESS  WHEREOF,  the Company has caused  this  Warrant  to  be
executed  by its duly authorized officer as of the date first  set  forth
above.
                              
                              UNIVIEW TECHNOLOGIES CORPORATION
                              
                              By:
                                 Patrick A. Custer
                                 President
                                    
                                EXHIBIT A
                          Warrant Exercise Form

TO:  UNIVIEW TECHNOLOGIES CORPORATION
     
     The undersigned hereby: (1) irrevocably subscribes for and offers to
purchase   _______  shares  of  Common  Stock  of  uniView   Technologies
Corporation,  pursuant  to Warrant No. 1999-B.___  heretofore  issued  to
_______________________________ on ________________, 1999; (2) encloses a
payment  of $_________________ for these shares at a price of  $1.00  per
share  (as adjusted pursuant to the provisions of the Warrant);  and  (3)
requests that a certificate for the shares be issued in the name  of  the
undersigned  and  delivered to the undersigned at the  address  specified
below.
          
          Date:
          
          Investor Name:
          
          Taxpayer Identification
          Number:
          
          By:
          
          Printed Name:
          
          Title:
          
          Address:
          
          Note:      The  above signature should correspond  exactly
               with the name on the face of this Warrant Certificate
               or  with the name of assignee appearing in assignment
               form below.

AND,  if  said  number of shares shall not be all the shares  purchasable
under  the  within Warrant, a new Warrant Certificate is to be issued  in
the  name  of  said undersigned for the balance remaining of  the  shares
purchasable  thereunder less any fraction of a share  paid  in  cash  and
delivered to the address stated above.