EXHIBIT 4.4


                      2000 SECURITIES PURCHASE AGREEMENT


      2000 SECURITIES PURCHASE AGREEMENT,  dated as of  December 8, 2000,  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
 promissory notes and warrants 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 2000 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.

      "Broker" has the  meaning given  to such  term in  Section 2.2 of  this
 Agreement.

      "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.

      "Change in Control"  means the  acquisition by  a person  or group,  as
 defined in  Section 13(d)(3)  of the  Securities Exchange  Act of  1934,  of
 beneficial ownership  of more  than fifty  percent  (50%) of  the  Company's
 common stock (other than as a result of an issuance of securities  initiated
 by the Corporation in the ordinary course  of business), or as a result  of,
 or in connection with  any cash tender or  exchange offer, merger, or  other
 business  combination,  sale  of  assets,  or  contested  election,  or  any
 combination  of  the  foregoing  transactions,  and  the  persons  who  were
 directors of the Company before such transactions shall cease to  constitute
 a majority of the Board of Directors of the Corporation or any successor  to
 the Company.

      "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.

      "Company" has the meaning  given to such term  in the preamble of  this
 Agreement.

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

      "Distribution Event"  means any  insolvency, bankruptcy,  receivership,
 liquidation, reorganization  or  similar proceeding  (whether  voluntary  or
 involuntary) relating to the Company or its property, or any proceeding  for
 voluntary liquidation,  dissolution  or other  winding  up of  the  Company,
 whether or not involving insolvency or bankruptcy.

      "Documents" means this  Agreement, the  Registration Rights  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.

      "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 (or, if the Notes have been paid in full, the holder
 or holders  of the  Warrants) 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.

      "Indebtedness" means  (i) all indebtedness  of  the Company  for  money
 borrowed or evidenced by  notes, bonds, debentures  or similar evidences  of
 indebtedness of  the Company,  (ii) all indebtedness  of the  Company  under
 leases that are or should be capitalized under generally accepted accounting
 principles, (iii) all guarantees by the  Company of indebtedness of  others,
 and (iv) indebtedness of  the Company representing  the deferred and  unpaid
 purchase price of goods or services that is 120 or more days past due.

      "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), or, if the Notes have been paid in
 full, the  Holders  of  a  two-thirds (2/3)  majority  in  interest  of  the
 Warrants, based upon the  amounts of Common Stock  into which such  Warrants
 may be exercised.

      "Maturity Date" means the  earlier of December 7,  2005 or a Change  in
 Control of the Company.

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

      "Note" and "Notes" both mean, as  the context requires, the  promissory
 notes to be made by the Company payable to the Purchasers, such Notes  being
 in the aggregate  original principal amount  of up  to $1,000,000,  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 100%  of the original  principal amount of  such
 Note.

      "Purchasers" has the meaning given to such term in the preamble of this
 Agreement.

      "Registration Rights Agreement" means  a registration rights  agreement
 by and  among the  Company and  the  Purchasers, as  amended,  supplemented,
 restated or otherwise modified from time to time.

      "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 the Warrants.

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

      "TIA" means  the  Trust Indenture  Act  of  1939, as  amended,  or  any
 successor U.S. Federal statute, and all rules and regulations thereunder.

      "Warrant" and "Warrants" both mean, as the context requires, the  stock
 purchase warrants to be  issued by the Company  to the Purchasers,  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.


      ARTICLE 2.  ISSUANCE OF SECURITIES.

           Section 2.1  Closing.  The closing contemplated by this  Agreement
 (the "Closing") shall take place at  the offices of the Company on  December
 8, 2000 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").  At  the Closing, the  Company will deliver  to
 each Purchaser the Note and the Warrant 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 in good funds by wire transfer, less a  one
 percent (1%) commitment  fee and a  four percent (4%)  loan origination  fee
 payable to Purchaser, and reasonable out of pocket expenses, if any.

           Section 2.2  Expenses.  The Company will reimburse the  Purchasers
 for any reasonable out  of pocket expenses incurred  in connection with  the
 closing or monitoring of the Note.


      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
 partnership or corporation, (i) duly organized, validly existing and in good
 standing under the  laws of  the State 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
 (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 3.4   Acquisition  for  Investment.    Each  Purchaser  is
 acquiring the Securities (and all securities  into which the Securities  are
 exercisable) 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.
 Each Purchaser has  supplied its federal  tax identification  number to  the
 Company.  No Purchaser has a present intention of moving its principal place
 of business to any other state or jurisdiction.

           Section 3.8   No Brokers. No  Purchaser has  employed any  broker,
 agent, finder  or  investment  banker in  connection  with  any  transaction
 contemplated by the Documents.


      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  No Brokers.  The Company has not employed any broker,
 agent, finder  or  investment  banker in  connection  with  any  transaction
 contemplated by the Documents.

           Section 4.6    Capitalization.    As  of  December  8,  2000,  the
 authorized capital stock of  the Company consisted  of 80,000,000 shares  of
 Common Stock, of which 27,191,816 shares  were issued and outstanding.   All
 of such outstanding shares have been  validly issued and are fully paid  and
 non-assessable. There  is no  preemptive or  similar rights  to purchase  or
 otherwise acquire shares of capital stock or other securities of the Company
 pursuant to any provision of law, the Company's articles of incorporation or
 bylaws, or  any agreement  to which  the  Company is  a  party.   Except  as
 disclosed in the Company's  SEC filings, there  are no outstanding  options,
 warrants, scrip,  rights  to  subscribe to,  calls  or  commitments  of  any
 character whatsoever relating to, or securities or rights convertible  into,
 any shares of  capital stock of  the Company, or  arrangements by which  the
 Company is or may become bound  to issue additional shares of capital  stock
 of the  Company or  options, warrants,  scrip, rights  to subscribe  to,  or
 commitments to  purchase or  acquire, any  shares, or  securities or  rights
 convertible into shares, of  capital stock of the  Company.  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 including the Company's annual report on Form 10-K for
 the 2000 fiscal year.

           Section 4.7  Issuance of Shares.   The Common Stock issuable  upon
 exercise of  the  Warrants 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 4.8  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  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   Expiration  Date.    The  Closing  Date  shall  have
 occurred on or before December 8, 2000.

           Section 5.2  Securities.  Each  Purchaser shall have received  the
 Securities required to be delivered by the Company to such Purchaser on  the
 Closing Date pursuant to Article 2 of this Agreement, each duly executed and
 delivered by the Company.

           Section 5.3  Registration Rights Agreement.  Each Purchaser  shall
 have received the Registration Rights Agreement, duly executed and delivered
 by the Company.

           Section 5.4  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 5.5   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 5.6  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.

           Section 5.7  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 5.8  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   Purchase Price.   The  Company shall  have  received
 payment in full of the Purchase Price for the Securities.

           Section 6.2  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 6.3  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 6.4  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.


      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  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, betterments 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, 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  defaults  in  the payment  of  principal  of  or
 interest on the Notes when the same becomes due and payable and such default
 continues for 30 days after the Company has received written notice thereof;

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

           (c)  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;

           (d)  the Company (i) shall  commence a  voluntary case  concerning
 itself under any bankruptcy law now or hereafter in effect, or any successor
 thereof; or (ii) commences any Distribution Event;

           (e)  an Event  of  Default occurs  under  any obligations  of  the
 Company under Notes held by other parties.

           The Company agrees to notify the  Holder promptly of any Event  of
 Default.


           Section 8.2  Remedies.

           (a)  If an Event of Default (other than an Event of Default  under
 Section 8.1(d)) 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 an Event of Default  under Section 8.1(d) shall occur  and
 be continuing, the  entire unpaid principal  amount of  the Notes,  together
 with  accrued  but  unpaid  interest  thereon,  shall  automatically  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.

           (c)  If  any  Event  of  Default   shall  have  occurred  and   is
 continuing, the Company shall pay to Holders additional Warrants to purchase
 10,000 shares of Common Stock per  day until the default  is cured, up to  a
 maximum of 500,000 shares.


      ARTICLE 9.  MISCELLANEOUS.

           Section 9.1  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  by wire  transfer, 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 9.2  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.    If  any  such  proposed  amendment,
 modification or other action  would require the consent  of holders of  more
 than a majority in aggregate principal amount of securities then outstanding
 if such action were proposed with  respect to securities issued pursuant  to
 an indenture qualified under the TIA (such percentage required under the TIA
 for such action being  referred to herein  as the "Applicable  Supermajority
 Percentage"), then  such proposed  amendment, modification  or other  action
 with respect to  this Agreement and  the other Documents  shall require  the
 consent of the  Holders of the  Applicable Supermajority  Percentage of  the
 Notes (or, if the Notes have been paid in full, the Warrants).  If any  such
 proposed amendment, modification or other  action would require the  consent
 of each  affected  holder if  such  action  were proposed  with  respect  to
 securities issued pursuant  to an indenture  qualified under  the TIA,  then
 such proposed amendment, modification or other  action with respect to  this
 Agreement and the other Documents shall require the consent of each affected
 Holder.

           Section 9.3  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 9.4   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 9.5  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.

           Section 9.6  Notices.  Unless expressly provided otherwise herein,
 all   notices,   claims,   certificates,   requests,   demands   and   other
 communications hereunder shall be in writing and shall be deemed to be  duly
 given (i) when personally delivered, (ii) if mailed registered or  certified
 mail, postage  prepaid, return  receipt requested,  on the  date the  return
 receipt is executed  or the letter  refused by the  addressee or its  agent,
 (iii) if given  by telecopier, once  such notice or  other communication  is
 transmitted to the telecopier number of the party and the appropriate answer
 back or telephonic confirmation  is received; provided  that such notice  or
 other communication is mailed in accordance with clause (ii) hereof or  (iv)
 if sent by overnight courier which delivers only upon the signed receipt  of
 the addressee, on the date the receipt acknowledgment is executed or refused
 by the addressee or its agent 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  17300  North  Dallas  Parkway,  Suite  2050,  Dallas,  Texas  75248,
 Attention: Patrick A. Custer,  or to such other  address as the Company  may
 have designated in writing to the Holder.

           Section 9.7  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 9.8  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 9.9  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 9.10  Limitation on  Interest.  Notwithstanding any  other
 provision  of  this  Agreement  or  any  other  Document,  interest  on  the
 indebtedness contemplated by the Documents is  expressly limited so that  in
 no contingency or event whatsoever, whether by acceleration of the  maturity
 of such  indebtedness  or  otherwise, shall  the  interest  contracted  for,
 charged or received by any Purchaser or any Holder exceed the maximum amount
 permissible under  applicable law.   If  from any  circumstances  whatsoever
 fulfillment of any  provisions of this  Agreement or of  any other  document
 evidencing, securing or pertaining to the indebtedness contemplated  hereby,
 at the  time performance  of  such provision  shall  be due,  shall  involve
 transcending the limit of validity prescribed by law, then, ipso facto,  the
 obligation to be fulfilled shall be  reduced to the limit of such  validity,
 and if from any  such circumstances any Purchaser  or any Holder shall  ever
 receive anything of value as interest  or deemed interest by applicable  law
 under  this  Agreement  or  any  other  document  evidencing,  securing   or
 pertaining to the  indebtedness contemplated hereby  or otherwise an  amount
 that would  exceed  the highest  lawful  rate,  such amount  that  would  be
 excessive interest shall be applied to the reduction of the principal amount
 owing under this Agreement  or on account of  any other indebtedness of  the
 Company to  such  Purchaser  or such  Holder,  and  not to  the  payment  of
 interest, or  if  such excessive  interest  exceeds the  unpaid  balance  of
 principal of the  Notes and such  other indebtedness, such  excess shall  be
 refunded to the Company.  In determining whether or not the interest paid or
 payable with respect to any indebtedness of the Company to such Purchaser or
 such Holder,  under any  specific contingency,  exceeds the  highest  lawful
 rate, the Company and  such Purchaser or such  Holder shall, to the  maximum
 extent permitted  by  applicable  law,  (a) characterize  any  non-principal
 payment as an expense, fee or  premium rather than as interest,  (b) exclude
 voluntary  prepayments  and  the  effects  thereof,  (c) amortize,  prorate,
 allocate and spread the total amount of interest throughout the term of such
 indebtedness so  that  the  actual  rate of  interest  on  account  of  such
 indebtedness does not exceed the maximum amount permitted by applicable law,
 and/or (d) allocate interest between portions  of such indebtedness, to  the
 end that no such  portion shall bear  interest at a  rate greater than  that
 permitted by applicable  law.  The  terms and provisions  of this  paragraph
 shall control  and  supersede  every other  conflicting  provision  of  this
 Agreement and the other Documents.

           Section 9.11   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 9.12  Counterparts.  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.

                               [Signature Pages Follow]

<PAGE>

      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:      (Form only)
                                   ------------------------------

                               PURCHASER:  Sagemark Capital, L.P.

                                   (Form only)
                               ______________________________
                                    (Signature)

                               Sagemark Capital, L.P.
                               By: Sagemark Management, LLC, General Partner
                               Print Name:
                               Title: Authorized Member



 Original Principal Amount of Notes Purchased:

 Corresponding Warrant  originally  exercisable  for  __________  underlying
 shares, exercisable for five (5) years at $____ per share.

 Principal Place of Business:


 Federal Tax ID Number:

<PAGE>


                                 APPENDIX "A"

                           INVESTOR ACKNOWLEDGMENTS

      In order to induce uniView Technologies Corporation (the "Company")  to
 accept the foregoing Securities Purchase Agreement between the parties dated
 as of December 8, 2000, the Investor expressly acknowledges the following by
 placing his or her initials (or, if the  Investor is a person other than  an
 individual, 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  FOREGOING  SECURITIES  PURCHASE
 AGREEMENT  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):

           Category I.    _____  The undersigned  is  an  individual  (not  a
      partnership,  corporation,  trust,  etc.)  whose  net  worth  with  the
      undersigned's spouse presently exceeds $1 million.  In calculating  net
      worth the undersigned may include equity in personal property and  real
      estate, estate, including the undersigned's principal residence,  cash,
      short-term investments,  stocks,  bonds,  and securities.    Equity  in
      personal property and real estate should be based upon the fair  market
      value of the property less any debt secured by the property.

           Category II.  _____  The  undersigned  is  an  individual  (not  a
      partnership,  corporation,  trust,  etc.)  who  reasonably  expects  an
      individual  income  in  excess  of  $200,000  (or  $300,000  with   the
      undersigned's spouse) in the current year and had an individual  income
      in excess of $200,000  (or $300,000 with  the undersigned's spouse)  in
      each of the last two years.  Income includes foreign income, tax exempt
      income, and  the  full  amount  of  any  capital  gains  and  losses.
      Individual income  does not  include any  income of  the  undersigned's
      spouse or other family members; it also does not include any unrealized
      capital appreciation.

           Category III. _____ The undersigned is a bank, insurance  company,
      registered investment company, registered business development company,
      license small  business investment  company, or  employee benefit  plan
      within the meaning of Title I of ERISA whose plan fiduciary is either a
      bank, insurance  company or  registered  investment advisor,  or  whose
      total assets exceed $5 million.
                                   _________________
                                   (Describe entity)

           Category  IV.  _____  The   undersigned  is  a  private   business
      development company as defined in Section 202(a)(22) of the  Investment
      Advisors Act of 1940, as amended.

                                   _________________
                                   (Describe entity)

           Category V.  _____ The  undersigned is  a non-profit  organization
      within the meaning of Section 501(c)(3) of the Internal Revenue Code of
      1986, as amended, with total assets in excess of $5 million.
                                   _________________
                                   (Describe entity)

           Category VI. _____ The undersigned is a trustee of a trust that is
      revocable  by  the  grantor  at  any  time  (including  an   individual
      retirement account) and the grantor  qualifies under either Category  I
      or Category II above.  A copy of the trust agreement or declaration  of
      trust and  a representation  as to  the  net worth  and income  of  the
      grantor is enclosed with this Investor Acknowledgment.

           Category VII. _____ The undersigned is  an entity of which all  of
      the equity owners are "accredited investors" within one or more of  the
      categories.  If this category is the only category checked, each of the
      equity owners  of the  entity must  complete a  separate copy  of  this
      Investor Acknowledgment.
           _________________
           (Describe entity)

           Category VIII. _____  The undersigned  is a  corporation or  other
      organization not  formed  for the  specific  purpose of  acquiring  the
      securities offered, with total assets in excess of $5,000,000.

      IN WITNESS  WHEREOF,  the  Investor has  executed  and  delivered  this
 Investor Acknowledgment as of December 8, 2000.

 Official Signatory of Investor:

 Sagemark Capital, L.P.


    (Form only)
 _______________________________
      (Signature)

 Sagemark Capital, L.P.
 By: Sagemark Management, LLC, General Partner
 Print Name:
 Title: Authorized Member