<PAGE>
The securities purchased hereunder have not been registered under the
         Securities Act of 1933, as amended, and may be
         offered and sold only if so registered or, in
              the opinion of counsel acceptable to
                 the Company, an exemption from
                   registration is available.

               1999 SECURITIES PURCHASE AGREEMENT

     1999 SECURITIES PURCHASE AGREEMENT, dated as of January 26, 1999, by
and  among  uniView  Technologies Corporation, a Texas  corporation  (the
"Company"),  and the purchasers named on the signature pages hereto  (the
"Purchasers").

                     PRELIMINARY STATEMENT

     The  Company  desires to obtain funds by issuing to  the  Purchasers
convertible promissory notes to purchase common stock, and the Purchasers
have indicated that each desires to purchase such securities, subject  to
the terms and conditions set forth in this Agreement.

     ACCORDINGLY, in consideration of the preceding preliminary statement
and  the  mutual  agreements, covenants, representations  and  warranties
contained in this Agreement, the parties hereto, intending to be  legally
bound, now agree as follows:

                     STATEMENT OF AGREEMENT

     ARTICLE 1.  CERTAIN DEFINITIONS.

     "Agreement"  means this 1999 Securities Purchase Agreement,  by  and
among   the  Company  and  the  Purchasers,  as  such  may  be   amended,
supplemented, restated or otherwise modified from time to time.

     "Business Day" means any day that is not a Saturday or Sunday or, as
the context requires (i) a day on which the applicable stock exchange  or
market  is  required or permitted to be closed, or (ii) a  day  on  which
banks are required or permitted to be closed in Dallas, Texas.

     "Closing"  and "Closing Date" have the meanings given to such  terms
in Section 2.1 of this Agreement.
     "Common Stock" means the common stock, par value $0.10 per share, of
the Company.

     "Conversion"  means the conversion pursuant to  the  terms  of  this
Agreement of any principal of or interest on a Note into Common Stock.

     "Conversion Price"  means $0.625 per share.

     "Debentures" means the Note(s) as hereinafter defined.

     "Documents"  means  this Agreement, the Escrow  Agreement,  and  the
Securities,  together  with all amendments and supplements  thereto,  all
substitutions  and  replacements therefor, and all renewals,  extensions,
increases,   restatements,  modifications,  rearrangements  and   waivers
thereof from time to time.
     
     "Event of Default" has the meaning given to such term in Section 8.1
of this Agreement.
<PAGE>
     "Exchange  Act"  means  the  Securities Exchange  Act  of  1934,  as
amended, or any similar federal statute, and the rules and regulations of
the SEC thereunder, all as the same shall be in effect from time to time.
     "Holder"  and  "Holders"  both mean, as the  context  requires,  the
holder or holders of the Notes from time to time under the terms of  this
Agreement  and  the  other  Documents.   As  of  the  Closing  Date,  the
Purchasers are the only Holders.
     
     "Majority Holders" means the Holders of a two-thirds (2/3)  majority
in  aggregate  principal amount of Notes then outstanding  (exclusive  of
Notes held by the Company or its subsidiaries).

     "Maturity Date" means three (3) years from the Closing Date.

     "NASD"  means the National Association of Securities Dealers,  Inc.,
or any successor thereto.

     "Note"  and  "Notes"  both  mean,  as  the  context  requires,   the
convertible  promissory notes to be made by the Company  payable  to  the
Purchasers,  such Notes being in the aggregate original principal  amount
of  $1,500,000, together with all amendments and supplements thereto, all
substitutions  and  replacements therefor, and all renewals,  extensions,
increases,   restatements,  modifications,  rearrangements  and   waivers
thereof from time to time.

     "Person"  means  any  individual,  corporation,  partnership,  joint
venture,  association,  limited liability company,  joint-stock  company,
trust,  unincorporated  organization  or  government  or  any  agency  or
political subdivision thereof.

     "Purchase  Price" means (i) with respect to each Note, 100%  of  the
original principal amount of such Note.

     "SEC"  means  the Securities and Exchange Commission of  the  United
States of America or any successor to the rights and duties thereof.

     "Securities" means the Notes and Common Stock into which  the  Notes
are convertible.

     "Securities  Act" means the Securities Act of 1933, as  amended,  or
any  successor  U.S.  Federal  statute, and  all  rules  and  regulations
thereunder.
     
     ARTICLE 2.  ISSUANCE OF SECURITIES.

          Section  2.1   Closing.   The  closing  contemplated  by   this
Agreement  (the "Closing") shall take place on January 26,  1999,  or  on
such  other  date or at such other time as the issuance of the Securities
and  the payment of the Purchase Price therefor shall actually occur (the
"Closing  Date").  The Company will deliver to the Escrow Agent for  each
Purchaser  the  Note subscribed for by such Purchaser  as  noted  on  the
signature  page  hereof, each registered in the name of  such  Purchaser,
against  payment  of the Purchase Price therefor.  At  the  Closing,  the
Purchase Price shall be paid to the Escrow Agent by wire transfer.
<PAGE>
     ARTICLE 3.  PURCHASERS' REPRESENTATIONS AND WARRANTIES.

     Each  Purchaser  hereby  represents and warrants  (with  respect  to
itself  only) to the Company as follows as of the date hereof and  as  of
the Closing Date:

          Section 3.1  Organization and Powers.  Each Purchaser is, if  a
business  entity,  (i)  duly  organized, validly  existing  and  in  good
standing  under  the  laws  of the jurisdiction  of  its  formation,  and
(ii)  has  the  power and authority to execute, deliver and  perform  the
Documents to which it is a party.

          Section  3.2   Authorization.   The  execution,  delivery   and
performance  by each Purchaser of the Documents to which it  is  a  party
have  been  duly  authorized by each Purchaser by  all  requisite  action
necessary to be taken by it.

          Section  3.3   Validity and Binding Nature.  The  Documents  to
which each Purchaser is a party have been duly executed and delivered  by
such  Purchaser and each is a legal, valid and binding obligation of such
Purchaser,  enforceable  against such Purchaser in  accordance  with  its
terms.

          Section  3.4   Acquisition for Investment.  Each  Purchaser  is
acquiring  the  Securities (and all securities into which the  Securities
are convertible) solely for its own account for the purpose of investment
and  not  with  a view to or for sale in connection with any distribution
thereof,  and no Purchaser has a present intention or plan to effect  any
distribution    of   the   Securities   (or   such   other   securities).
Notwithstanding anything in this Section to the contrary, the disposition
of  each Purchaser's property shall be at all times within the control of
each Purchaser and subject to the rights of each Purchaser to dispose  of
all  or any of the Securities (or such other securities) pursuant  to  an
effective registration statement under the Securities Act or an exception
available under the Securities Act.  Each Purchaser acknowledges that the
Securities (and such other securities) have not been registered under the
Securities  Act  and may be sold or disposed of in the  absence  of  such
registration only pursuant to an exemption from such registration.

          Section  3.5   Accredited  Investor;  Sophistication.    Either
(i)  each  Purchaser is an "accredited investor" within  the  meaning  of
Rule  501 under the Securities Act or (ii) each Purchaser is able to bear
the economic risk of this investment, at the present time, and is able to
afford a complete loss of such investment.  By reason of each Purchaser's
business  and  financial  experience,  and  the  business  and  financial
experience  of  those  Persons retained to  advise  each  Purchaser  with
respect  to  its  investment in the Securities, each Purchaser,  together
with such advisors, has such knowledge, sophistication and experience  in
business  and  financial  matters that it is capable  of  evaluating  the
merits and risks of the prospective investment.

          Section  3.6   No  General Solicitation.  To  each  Purchaser's
knowledge, the Securities were not offered to such Purchaser by means  of
general  solicitations,  publicly disseminated  advertisements  or  sales
literature.
          Section  3.7   Address.  The true and correct address  of  each
Purchaser's  principal  place  of  business  is  as  set  forth  in  this
Agreement.  No Purchaser has a present intention of moving its  principal
place of business to any other state or jurisdiction.
<PAGE>
     ARTICLE 4.  COMPANY'S REPRESENTATIONS AND WARRANTIES.

     The  Company  hereby represents and warrants to  the  Purchasers  as
follows as of the date hereof and as of the Closing Date:

          Section  4.1  Organization and Powers.  The Company  (i)  is  a
corporation  duly organized, validly existing and in good standing  under
the  laws  of  the  State  of Texas, (ii) has  all  requisite  power  and
authority to own its property and assets and to carry on its business  as
now  conducted and as proposed to be conducted, and (iii) has  the  power
and  authority to execute, deliver and perform the Documents to which  it
is a party.

          Section  4.2   Authorization.   The  execution,  delivery   and
performance  by  the  Company of the Documents to which  it  is  a  party
(i)  have  been  duly authorized by the Company by all  requisite  action
necessary  to be taken by it, (ii) will not violate and has not  violated
in such a way as to have a material adverse effect on the Company (A) any
provision  of  law,  statute,  rule or  regulation,  (B)  any  applicable
judgment,  writ,  injunction, decree or other order of  any  governmental
authority, or (C) the articles of incorporation or bylaws of the Company,
or any material agreement to which the Company is a party, and (iii) will
not be or result in, and has not caused, a conflict with, a breach of  or
(with  notice  or  lapse of time or both) a default  under  any  material
agreement to which the Company is a party.

          Section  4.3  Validity and Binding Nature.  This Agreement  has
been  duly executed and delivered by the Company and is, and each of  the
other  Documents, when executed and delivered by the Company will  be,  a
legal,  valid and binding obligation of the Company, enforceable  against
the  Company in accordance with its terms (except as enforcement  thereof
may  be limited by bankruptcy, reorganization, insolvency, moratorium  or
other   laws  or  equitable  principles  affecting  the  enforcement   of
creditors' rights generally).

          Section  4.4   Consents,  Licenses, Filings,  Etc.   Except  as
required  under the Securities Act and applicable state securities  laws,
no   action,  consent  or  approval  of,  license  or  permit  from,   or
registration  or  filing with, or any other action  by  any  governmental
authority or any other Person was or is required in connection  with  the
execution, delivery and performance by the Company of the Documents.

          Section  4.5  Capitalization.  As  of  January  26,  1999,  the
authorized capital stock of the Company consisted of 80,000,000 shares of
Common  Stock.  All outstanding shares have been validly issued  and  are
fully paid and non-assessable.  The Purchasers acknowledge that they have
had  ample opportunity to review true and correct copies of the Company's
articles of incorporation and bylaws, and the Company's SEC filings.

          Section  4.6   Issuance of Shares.  The Common  Stock  issuable
upon conversion of the Notes has been duly authorized and when issued  in
accordance with the terms of the Documents shall be validly issued, fully
paid and non-assessable.

          Section  4.7  SEC Documents; Financial Statements. The  Company
has  filed  all reports, schedules, forms, statements and other documents
required  to  be  filed  by  it with the SEC pursuant  to  the  reporting
requirements of the Exchange Act (all of the foregoing filed  after  such
date  prior  to  the  date hereof and all exhibits included  therein  and
<PAGE>
financial  statements  and schedules thereto and  documents  (other  than
exhibits)  incorporated by reference therein, being hereinafter  referred
to herein as the "SEC Documents").  As of their respective dates, the SEC
Documents complied in all material respects with the requirements of  the
Exchange  Act  and  the  rules and regulations  of  the  SEC  promulgated
thereunder  applicable  to  such  SEC Documents,  and  none  of  the  SEC
Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required
to  be  stated  therein  or necessary in order  to  make  the  statements
therein,  in light of the circumstances under which they were  made,  not
misleading.   As of their respective dates, the financial  statements  of
the  Company  included in the SEC Documents complied as to  form  in  all
material  respects  with  applicable  accounting  requirements  and   the
published  rules and regulations of the SEC with respect  thereto.   Such
financial  statements  have  been prepared in accordance  with  generally
accepted  accounting principles applied on a consistent basis during  the
periods  involved  (except  (i) as may be  otherwise  indicated  in  such
financial  statements  or  the notes thereto  or  (ii)  in  the  case  of
unaudited interim statements to the extent they may not include footnotes
or  may  be  condensed or summary statements) and fairly present  in  all
material respects the consolidated financial position of the Company  and
its   consolidated  subsidiaries  as  of  the  dates  thereof   and   the
consolidated results of their operations and cash flows for  the  periods
then ended (subject, in the case of unaudited statements, to normal year-
end audit adjustments).

     ARTICLE 5.  PURCHASERS' CONDITIONS TO CLOSING.

     Each  Purchaser's obligation to purchase and pay for  Securities  at
the   Closing   is  subject  to  the  fulfillment  to  such   Purchaser's
satisfaction,  on  or before the Closing Date, of each of  the  following
conditions:

          Section  5.1 Representations and Warranties; Covenants;  Events
of  Default.   (i)  The  representations and warranties  of  the  Company
contained  in  this Agreement shall be true and correct in  all  material
respects  on  and as of the Closing Date with the same effect  as  though
such  representations and warranties had been made on the  Closing  Date,
except  to  the  extent of any changes caused by the transactions  herein
contemplated,  (ii) the Company shall not be in material  breach  of  any
covenant contained in the Documents, and (iii) no Event of Default  shall
have occurred and be continuing.

          Section  5.2  Transactions Permitted by Applicable  Laws.   The
Closing  and the other transactions contemplated by this Agreement  shall
not violate any applicable law or governmental regulation or result in  a
violation  of  any order of any court or governmental body applicable  to
the Purchasers or the Company and shall not subject the Purchasers or the
Company to any tax, penalty or liability.

          Section 5.3  No Adverse Action or Decision.  There shall be  no
action, suit, investigation or proceeding pending, or, to the best of the
Purchasers' knowledge, threatened against or affecting the Purchasers  or
the  Company  or  any of their respective properties that  (i)  seeks  to
restrain,  enjoin,  prevent the consummation of or otherwise  affect  the
Closing  or  the  other transactions contemplated by this  Agreement,  or
(ii) questions the validity or legality of any such transactions or seeks
to  recover damages or to obtain other relief in connection with any such
transactions.
<PAGE>
          Section  5.4  Approvals and Consents.  The Company  shall  have
duly   received   all  authorizations,  consents,  approvals,   licenses,
franchises,  permits and certificates by or of, and shall have  made  all
filings  and  effected  all  registrations and qualifications  with,  all
federal,  state  and  local governmental authorities  and  other  Persons
necessary  for the consummation of the Closing and the other transactions
contemplated  by this Agreement, and all such matters shall  be  in  full
force and effect as of the Closing Date.
          Section  5.5  Proceedings.  All corporate and other proceedings
to   be  taken  by  the  Company  in  connection  with  the  transactions
contemplated  hereby  and  all  documents  incident  thereto   shall   be
reasonably satisfactory in substance and form to the Purchasers.

     ARTICLE 6.  COMPANY'S CONDITIONS TO CLOSING.

     The  obligation of the Company to issue and sell Securities  to  the
Purchasers  is  subject  to the fulfillment to the  satisfaction  of  the
Company,  on  or  before  the Closing Date,  of  each  of  the  following
conditions:

          Section 6.1 Representations and Warranties; Covenants.  (i) The
representations  and  warranties  of each  Purchaser  contained  in  this
Agreement shall be true and correct in all material respects on and as of
the  Closing Date with the same effect as though such representations and
warranties had been made on the Closing Date, except to the extent of any
changes  caused  by the transactions herein contemplated,  and  (ii)  the
Purchasers  shall not be in material breach of any covenant contained  in
the Documents.

          Section 6.2  No Adverse Action or Decision.  There shall be  no
action, suit, investigation or proceeding pending, or, to the best of the
Company's  knowledge, threatened against or affecting the  Purchasers  or
the  Company  or  any of their respective properties  before  any  court,
arbitrator  or  administrative or governmental body  that  (i)  seeks  to
restrain,  enjoin,  prevent the consummation of or otherwise  affect  the
Closing  or  the  other transactions contemplated by this  Agreement,  or
(ii) questions the validity or legality of any such transactions or seeks
to  recover damages or to obtain other relief in connection with any such
transactions.

          Section  6.3  Approvals and Consents.  The Company  shall  have
duly   received   all  authorizations,  consents,  approvals,   licenses,
franchises,  permits and certificates by or of, and shall have  made  all
filings  and  effected  all  registrations and qualifications  with,  all
federal,  state  and  local governmental authorities  and  other  Persons
necessary  for the consummation of the Closing and the other transactions
contemplated  by this Agreement, and all such matters shall  be  in  full
force and effect as of the Closing Date.
     ARTICLE 7.  COVENANTS.

     The  Company hereby covenants and agrees with the Holders  that,  so
long as the principal of or interest on any Note shall be unpaid:

          Section  7.1   Compliance with Law; Maintenance of  Properties.
The  Company  will  do or cause to be done all things  necessary  (i)  to
preserve  and  keep in full force and effect at all times  the  Company's
existence,  and all rights, licenses and franchises that are material  to
its  business,  (ii)  to  cause the Company to  comply  in  all  material
respects  with all applicable laws, and all applicable rules, regulations
<PAGE>
and orders issued by any governmental authority, noncompliance with which
could  have  a  material  adverse effect  on  the  business,  operations,
prospects, assets and/or financial or other condition of the Company (but
the  Company may contest in good faith by appropriate action any  alleged
violation  of  any of the foregoing), and (iii) to preserve all  material
property  useful in the conduct of the Company's business  and  keep  the
same  in reasonably good repair, working order and condition, normal wear
and  tear excepted, and from time to time make, or cause to be made,  all
needful  and  proper repairs, renewals and replacements, and improvements
thereto  so that the business carried on in connection therewith  may  be
properly and advantageously conducted at all times.

          Section  7.2   Performance of Liabilities.   The  Company  will
(i)  duly  pay and discharge all Indebtedness in such manner as shall  be
necessary in order to prevent the occurrence of an Event of Default under
Section  8.1(d) hereof, and (ii) duly pay and discharge all taxes  before
the  same  shall  become  in default, and all lawful  claims  for  labor,
materials  and supplies that have become due and payable which taxes  and
other  claims, if unpaid, might become a lien upon any of its  properties
if  the  loss of such properties could have a material adverse effect  on
the  business,  operations, prospects, assets and/or financial  or  other
condition of the Company.

     ARTICLE 8.  DEFAULT AND REMEDIES.

          Section  8.1  Events of Default.  An "Event of Default"  occurs
if:

          (a)   the Company shall fail to observe or perform any covenant
or  agreement contained in any Document and such default continues for 30
days after the Company has received written notice thereof; or

          (b)   any  material  representation or  warranty  made  by  the
Company  in any Document shall prove to have been false or misleading  in
any material respect when made;
          
          Section 8.2  Remedies.

          (a)   If an Event of Default shall occur and be continuing, the
Majority  Holders may declare by notice in writing given to the  Company,
the  entire  unpaid principal amount of the Notes, together with  accrued
but  unpaid interest thereon, to be immediately due and payable, in which
case  the  Notes  shall become immediately due and payable,  both  as  to
principal  and interest, without presentment, demand, default, notice  of
intent  to accelerate and notice of such acceleration, protest or  notice
of any kind, all of which are hereby expressly waived, anything herein or
elsewhere to the contrary notwithstanding.

          (b)   If  any  Event  of  Default shall have  occurred  and  is
continuing,  the  Holders  may, subject to the consent  of  the  Majority
Holders,  proceed to protect and enforce their rights either by  suit  in
equity or by action at law, or both.

     ARTICLE 9.  CONVERSION.

          Section 9.1    Right of Conversion.  Any Holder shall have  the
right, from time to time, at such Holder's option, to convert, subject to
<PAGE>
the  terms  and provisions of this Article 9, any or all of the principal
of  and  accrued  but  unpaid interest on any Note into  fully  paid  and
nonassessable shares of Common Stock at the Conversion Price.

          Section  9.2    Mechanics of Exercise.  The right of Conversion
shall  be exercised by the surrender of the Notes to be converted to  the
Company  during usual business hours at its principal place of  business,
accompanied  by written notice that the Holder elects to convert  all  or
part  of  the principal of and interest on such Notes and specifying  the
name  (with address) in which the certificate for Common Stock is  to  be
issued and, if the certificate is to be issued to a Person other than the
Holder, by a written instrument of transfer in form satisfactory  to  the
Company,  duly executed by the Holder, duly authorized in  writing.   All
Notes  surrendered for conversion shall be canceled (or, if only  accrued
but  unpaid  interest  is  to  be converted, annotated  to  reflect  such
conversion), and, if appropriate, a new Note reflecting the conversion of
the converted principal shall be issued to the Holder.

          Section  9.3     Issuance  of Shares Time  of  Conversion.   As
promptly as practicable after the surrender, as herein provided,  of  any
Note  for  conversion, the Company shall deliver or cause to be delivered
at  the  Company's office a certificate for the shares  of  Common  Stock
issuable in connection with such conversion.  To the extent permitted  by
law,  the  rights  of  the Holders as Holders shall,  to  the  extent  of
principal  and  interest converted, cease with respect to such  principal
and  interest  as  of the date of actual receipt by the  Company  of  the
surrendered Notes and written conversion request, and the Person entitled
to  receive  the Common Stock converted or paid in cash.  The certificate
deliverable  upon such conversion shall be treated for  all  purposes  as
having become the record holder of such Common Stock at such time.

          Section 9.4    No Fractional Shares.  Instead of any fractional
share of Common Stock that would otherwise be issuable upon conversion of
any  Note, the number of shares issuable upon conversion shall be rounded
up  to the next whole share of Common Stock.  If more than one Note shall
be  surrendered for conversion by the same Holder, the number  of  shares
issuable  upon conversion thereof shall be computed on the basis  of  the
aggregate  amount  of  principal  of  and  interest  on  the   Notes   so
surrendered.

          Section 9.5    No Stockholder Rights.  Prior to the issuance of
Common  Stock upon conversion, the Holders shall not be entitled  to  any
rights  of  a  shareholder  with respect to the Common  Stock,  including
(without  limitation)  the  right  to vote  such  Common  Stock,  receive
dividends  or other distributions thereon, exercise preemptive rights  or
be  notified  of  shareholder meetings, and such  Holders  shall  not  be
entitled to any notice or other communication concerning the business  or
affairs of the Company except as contractually agreed to by the Company.

          Section  9.6     Shares to be Reserved.  The Company  covenants
that  it  will  at  all  times  reserve and keep  available  out  of  its
authorized but unissued Common Stock, free from preemptive rights, solely
for  the  purpose  of issue upon conversion of Notes as herein  provided,
such number of shares of Common Stock as shall then be issuable upon  the
conversion  of  all principal of and accrued but unpaid interest  on  the
then-outstanding  Notes.  The Company covenants  that  all  Common  Stock
which shall be so issuable shall, when issued, be duly and validly issued
and fully paid and nonassessable.
<PAGE>
          Section  9.7     No  Registration or Listing  of  Shares.   The
shares of Common Stock issuable on conversion are not registered with any
governmental  authority  or  listed  on  any  exchange,  and,  except  as
otherwise  provided  in  this  Agreement,  the  Company  shall  have   no
obligation to register or list any Common Stock.  The Company  may  cause
any  Common  Stock issued upon conversion of Notes to bear a  restrictive
legend  describing  limitations  of the transferability  of  such  Common
Stock.

          Section 9.8    Taxes and Charges.  The issuance of certificates
for  Common  Stock  upon the conversion of Notes shall  be  made  without
charge to the converting Holder of Notes for such certificates or for any
tax  in  respect  of the issuance of such certificates or the  securities
represented  thereby,  and  such certificates  shall  be  issued  in  the
respective names of, or in such names as may be directed by, the  Holders
of  the Notes being converted; provided, however, that the Company  shall
not  be  required to pay any tax which may be payable in respect  of  any
transfer involved in the issuance and delivery of any such certificate in
a  name  other  than  that of the Holder of the Note converted,  and  the
Company  shall  not  be  required to issue or deliver  such  certificates
unless  or  until  the Person or Persons requesting the issuance  thereof
shall  have  paid  to the Company the amount of such tax  or  shall  have
established  to the satisfaction of the Company that such  tax  has  been
paid.

     ARTICLE 10.  REGISTRATION RIGHTS.

          (a) Piggyback Registration.  If, at any time during the six (6)
month  period  following  the Closing Date,  the  Company  shall  file  a
registration  statement with the SEC, the Company  shall  give  Purchaser
prior  notice of the filing of such registration statement.  If requested
by  Purchaser in writing within five (5) business days after  receipt  of
any  such  notice,  the  Company shall register all  or,  at  Purchaser's
option,  any  portion  of  the Common Stock  into  which  the  Notes  are
convertible, concurrently with the registration of such other securities,
all to the extent requisite to permit the public offering and sale of the
Common Stock through the facilities of the Nasdaq Stock Market, and  will
use   its  best  reasonable  efforts  through  its  officers,  directors,
auditors,  and  counsel to cause such registration  statement  to  become
effective  as promptly as practicable. Notwithstanding the foregoing,  if
the  Company  believes in good faith that the distribution of  all  or  a
portion  of the Common Stock requested to be included in the registration
concurrently  with the securities being registered by the  Company  would
materially  adversely affect the distribution of such securities  by  the
Company  for its own account or pursuant to previous commitments made  to
other investors, then Purchaser shall delay the offering and sale of  the
Common Stock (or the portions thereof so designated) for such period.

           (b)  Demand Registration.  If, at any time after the  six  (6)
month  period  following the Closing Date, the Company  shall  receive  a
written  request from Purchaser to register the sale of all  or  part  of
such  Common Stock, the Company shall, as promptly as practicable prepare
and  file  with  the  Commission a registration statement  sufficient  to
permit  the  public  offering and sale of the Common  Stock  through  the
facilities  of the Nasdaq Stock Market, and will use its best  reasonable
efforts  through its officers, directors, auditors, and counsel to  cause
such   registration  statement  to  become  effective  as   promptly   as
practicable.  The registration statement filed by the Company pursuant to
<PAGE>
this  section may include securities sold by the Company or on behalf  of
persons other than Purchaser.

     ARTICLE 11.    MISCELLANEOUS.

          Section  11.1   Payments.  The Company agrees that, as long  as
the  Purchasers shall hold the Notes, all payments to be made  on  or  in
connection  with  the  Notes  shall be made  to  the  Purchasers  at  the
addresses  set  forth  in  this Agreement or such  other  places  as  the
Purchasers may designate in writing.  All payments referred to under this
Agreement and the other Documents shall be in immediately available funds
in  lawful money of the United States of America.  The Holders agree that
prior  to any delivery upon the sale or other disposition of all  or  any
part  of the Notes, the Holders will promptly make or cause to be made  a
notation on the Notes reflecting all payments thereon.

          Section  11.2   Amendments.   This  Agreement  and  the   other
Documents  may be amended, modified, superseded or canceled, and  any  of
the  terms,  covenants, representations, warranties or conditions  hereof
and  thereof may be waived, only by a written instrument executed by  the
Company  and  the Majority Holders at such time; except that each  holder
must  consent  in  writing  to any amendment or  waiver  which  adversely
affects the interest rate, maturity, prepayment or redemption provisions,
or the percentage required to amend the Debentures.

          Section 11.3  No Waiver.  The failure of any party at any  time
or  times  to  require performance of any provisions hereof shall  in  no
manner  affect the right at a later time to enforce the same.  No  waiver
by  any  party of any condition, or of any breach of any term,  covenant,
representation or warranty contained in this Agreement,  in  any  one  or
more  instances,  shall  be deemed to be or construed  as  a  further  or
continuing  waiver of any such condition or breach or  a  waiver  of  any
other   condition  or  of  any  breach  of  any  other  term,   covenant,
representation or warranty.

          Section 11.4  Survival of Representations and Warranties.   All
representations,  warranties,  covenants,  indemnities   and   agreements
contained herein or made in writing by the Company in connection herewith
shall survive the execution and delivery of this Agreement, the sale  and
purchase of the Securities and any disposition thereof.

          Section  11.5   Successors  and  Assigns.   All  covenants  and
agreements  in this Agreement made by or on behalf of any of the  parties
hereto shall bind and inure to the benefit of the Company, each Purchaser
and  each  Holder and their respective successors and permitted  assigns.
The  terms and provisions of this Agreement are intended solely  for  the
benefit  of each party hereto and its respective successors and permitted
assigns, and it is not the intention of the parties to confer third-party
beneficiary  rights  upon any other Person.  The Holders  may  not  sell,
assign  (by  operation of law or otherwise), transfer,  pledge,  grant  a
security interest in, or otherwise dispose of this Agreement or any other
Document  or  any portion hereof or thereof or any rights or  obligations
hereunder  or  thereunder unless (i) the Company has  granted  its  prior
written  consent (which consent shall not be unreasonably withheld),  and
(ii)  the  Company  shall  have received a  written  opinion  of  counsel
reasonably  acceptable to the Company, addressed to the Company,  to  the
effect that any such proposed transfer or other disposition complies with
all  applicable  Federal  and state securities  laws,  or  other  comfort
reasonably acceptable to the Company to the same effect.
<PAGE>
          Section   11.6   Notices.   All  communications  provided   for
hereunder  and  under  the Notes shall be sent by first  class  mail  and
(i)  if  to  a  Purchaser, addressed to it at the address  shown  on  the
signature  pages hereof, or to such other address as such  Purchaser  may
have  designated  to the Company in writing, (ii) if  to  any  subsequent
Holder,  addressed to such Holder at the address of such  Holder  in  the
record books of the Company, and (iii) if to the Company, addressed to it
at 10911 Petal Street, Dallas, Texas 75238, Attention: Patrick A. Custer,
or to such other address as the Company may have designated in writing to
the Holder.

          Section  11.7  Descriptive Headings.  The descriptive  headings
of  the  articles, sections, subsections and paragraphs of the  Documents
are  inserted for convenience only and do not constitute a  part  of  the
Documents.

          Section  11.8  Governing Law.  This Agreement and the  validity
and  enforceability  hereof  shall be  governed  by,  and  construed  and
interpreted in accordance with, the laws of the State of Texas.

          Section  11.9  Pro Rata Sharing.  All payments (including,  but
not  limited  to,  payments by offset) made under this Agreement  or  the
Notes  shall  be  made  to the Holders pro rata in  accordance  with  the
principal  amount  of Notes that such Holder owns.  If any  Holder  shall
receive  any payment in violation of this Section, such Holder shall  pay
such  excess  funds over to other Holders or purchase Notes or  interests
therein  from other Holders in order to cause such excess payment  to  be
shared by the Holders on a pro rata basis.

          Section  11.10 Entire Agreement.  This Agreement and the  other
Documents  embody  the entire agreement of the parties  relating  to  the
subject  matter  hereof and supersede all prior proposals,  negotiations,
agreements and understandings relating to such subject matter.

          Section   11.11   Counterparts;  Facsimile  Signatures.    This
Agreement may be executed in two or more counterparts, each of which when
so  executed and delivered shall be deemed to be an original and  all  of
which  when  taken  together  shall  constitute  but  one  and  the  same
agreement. Facsimile signatures shall be binding on the parties.
          
      IN  WITNESS WHEREOF, this Agreement has been duly executed  by  the
parties hereto as of the day and year specified at the beginning hereof.

                              UNIVIEW TECHNOLOGIES CORPORATION

                              By:_____________________________
                                   Patrick A. Custer
                                   President and CEO
                              
                              PURCHASER:

                              By:_____________________________

Original Principal Amount of Notes Purchased: $1,500,000
<PAGE>         
                        INVESTOR ACKNOWLEDGMENTS
                                    
     In  order  to induce the Company to accept the foregoing  Securities
Purchase Agreement, the Investor expressly acknowledges the following  by
placing  the  initials of an individual duly empowered  to  act  for  the
Investor in each of the spaces provided below:

     The investor has received, has carefully reviewed information on the
company  and  has made an independent investigation and analysis  of  the
investment.   The  investor  has carefully  read  the  documents  and  in
particular,   has   carefully   read  and  understands   the   investor's
representations and warranties made therein and confirms  that  all  such
representations and warranties are true and correct.

     THE INVESTOR QUALIFIES UNDER THE FOLLOWING CATEGORY OR CATEGORIES OF
DEFINITIONS OF "ACCREDITED INVESTOR" (INDICATE EACH APPLICABLE CATEGORY):

     (1)  The Investor is a natural person whose individual net worth, or
          joint net worth with that person's spouse, exceeds $1,000,000.

          (______)  Yes       (______)  No

     (2)  The  Investor is a natural person who had an individual  income
          in  excess of $200,000 in each of the two most recent years  or
          joint income with that person's spouse in excess of $300,000 in
          each  of  those  years  and  has a  reasonable  expectation  of
          realizing the same income level in the current year.

          (______)  Yes       (______)  No

     (3)  The  Investor  is  a  broker or dealer registered  pursuant  to
          Section 15 of the Securities Exchange Act of 1934, as amended.

          (______)  Yes       (______)  No

     (4)  The Investor is an insurance company, a registered securities broker
          or dealer, a licensed Small Business Investment Company, a registered
      investment company, a business development company as defined in Section
          2(a)(48) of the Investment Company Act of 1940 or a private business
          development company as defined in Section 202(a)(22) of the Investment
          Advisers Act of 1940.

          (______)  Yes       (______)  No
          
     (5)  The  Investor is an organization described in Section 501(c)(3)
          of  the  Internal  Revenue  Code of  1986,  as  amended,  or  a
          corporation,  Massachusetts  or  similar  business   trust   or
          partnership,  not formed for the specific purpose of  acquiring
          the Units, with total assets in excess of $5,000,000.

          (______)  Yes       (______)  No

     (6)  The  Investor  is  a  trust  with total  assets  in  excess  of
          $5,000,000,  not formed for the specific purpose  of  acquiring
          the  Units offered, whose purchase is directed by a person  who
          has such knowledge and experience that he or she is capable  of
          evaluating the merits and risks of the proposed investment.

          (______)  Yes       (______)  No
<PAGE>
     (7)  The Investor is a bank, savings and loan association or similar
          institution acting in its individual or fiduciary capacity,  or
          an  employee  benefit  plan  with total  assets  in  excess  of
          $5,000,000.

          (______)  Yes       (______)  No

     (8)  The  Investor is a Plan established and maintained by a  state,
          its political subdivisions, or any agency or instrumentality of
          a  state or its political subdivisions for the benefit  of  its
          employees, with total assets in excess of $5,000,000.

          (______)  Yes       (______)  No

     (9)  The Investor is an employee benefit plan within the meaning  of
          the  Employee Retirement Income Security Act of 1974 ("ERISA"),
          the   investment  decisions  for  which  are  made  by  a  plan
          fiduciary,  as  defined in Section 3(21)  of  ERISA,  which  is
          either a bank, savings and loan association, insurance company,
          or  registered  investment adviser, or is an  employee  benefit
          plan that has total assets in excess of $5,000,000.

          (______)  Yes       (______)  No

     (10) The Investor is an entity in which all of the equity owners are
          accredited   investors  or  individuals  who   are   accredited
          investors (as defined above).

          (______)  Yes       (______)  No
          
     IN  WITNESS  WHEREOF, the Investor has executed and  delivered  this
Investor Acknowledgment as of the day and year specified above.

Official Signatory of Investor:

By:_____________________________