EXHIBIT 4.5


                              FIRST AMENDMENT TO
                      2000 SECURITIES PURCHASE AGREEMENT


      FIRST AMENDMENT  TO 2000  SECURITIES PURCHASE  AGREEMENT, dated  as  of
 March 16,  2001, 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 and the Purchasers heretofore entered into that one certain
 2000 Securities  Purchase Agreement,  Note, Registration  Rights  Agreement,
 Trademark Security Agreement and related documentation dated as of  December
 8, 2000 (the "Agreement").

      The Company  desires  to obtain  funds  by issuing  to  the  Purchasers
 additional 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 the Agreement, as  modified
 by this amendment (the "Amendment.")

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


                            STATEMENT OF AGREEMENT

      The terms of the Agreement shall control all aspects of the transaction
 contemplated by this  Amendment, except as  otherwise expressly modified  by
 this Amendment.


 2000 Securities Purchase Agreement:


      ARTICLE 1.  CERTAIN DEFINITIONS.

      "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  $1,500,000,
 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.

      "Documents" means this  Agreement, the  Registration Rights  Agreement,
 any security  agreement  securing  the  indebtedness,  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.

      The remaining definitions of this section remain unchanged.


      ARTICLE 2.  ISSUANCE OF SECURITIES.

           Section 2.1  Closing.  The closing contemplated by this  Amendment
 (the "Closing") shall take place at the offices of the Company on March  16,
 2001 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 remains unchanged.


      ARTICLE 3.  PURCHASERS' REPRESENTATIONS AND WARRANTIES.

      Each Purchaser hereby affirms  all representations and warranties  made
 under this section  in the  Agreement to be  current and  applicable to  the
 transaction contemplated by this Amendment as  of the date hereof and as  of
 the Closing Date.


      ARTICLE 4.  COMPANY'S REPRESENTATIONS AND WARRANTIES.

      The Company  hereby affirms  all  representations and  warranties  made
 under this section  in the  Agreement to be  current and  applicable to  the
 transaction contemplated by this Amendment as  of the date hereof and as  of
 the Closing Date.

      The Company further undertakes the following:

           (1)  To coordinate  with Purchaser to set  up, within thirty  (30)
 days after Closing, automatic drafting (ACH) of a Company corporate  account
 for the interest payment due Purchaser each month under the Note;

           (2)    To  obtain,  within  thirty  (30)  days  after  Closing,  a
 subordination by  Custer Company,  Inc. of  its lien  on the  Curtis  Mathes
 trademark; and

           (3)  To use  its best efforts to  obtain, within thirty (30)  days
 after Closing,  a  release  of  the lien  on  the  Curtis  Mathes  trademark
 currently shown of record as being held by James N. Howard, Trustee.


      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 March 16, 2001.

           Section 5.2 remains unchanged.

           Section 5.3   Registration Rights  Agreement.   Section 4  of  the
 Registration Rights Agreement between the parties,  dated as of December  8,
 2000, shall  remain unchanged  for the  Registrable Securities  of the  2000
 Securities Purchase Agreement dated  as of December 8,  2000.  Section 4  of
 the Registration Rights Agreement between the parties, dated as of  December
 8, 2000, shall be adopted herein for  purposes of this Amendment to read  as
 follows:

 Registration and Qualification.  If and whenever the Company is required  to
 use  its  best  efforts  to  effect  the  registration  of  any  Registrable
 Securities under  the  Securities  Act  as provided  in  Section  2  of  the
 Registration Rights Agreement, the following shall apply:

           (1) The Company shall prepare  and file  a registration  statement
 under the  Securities Act  relating to  the Registrable  Securities of  this
 Amendment to be offered as soon as  practicable, but in no event later  than
 ninety (90) days after the date  of this First Amendment to 2000  Securities
 Purchase Agreement, and  use its best  efforts to cause  the same to  become
 effective as promptly as practicable.

           (2) The  Company   shall  prepare  and  file  with  the  SEC  such
 amendments and supplements to such registration statement and the prospectus
 used in connection therewith as may  be necessary to keep such  registration
 statement  effective   until  Purchasers   have  completed   the  sales   or
 distribution described in such  registration statement relating thereto  or,
 if earlier, until such Registrable Securities may be sold under Rule 144;

           (3) The  Company  shall  furnish  to  the  Purchasers  and to  any
 underwriter of such Registrable Securities  such number of conformed  copies
 of such registration  statement and of  each such  amendment and  supplement
 thereto (in each case including all exhibits), such number of copies of  the
 prospectus  included  in   such  registration   statement  (including   each
 preliminary prospectus and any summary  prospectus), in conformity with  the
 requirements of  the  Securities  Act, and  such  other  documents,  as  the
 Purchasers or such underwriter may reasonably request in order to facilitate
 the public sale of  the Registrable Securities,  and a copy  of any and  all
 transmittal letters or other correspondence to, or received from, the SEC or
 any other governmental agency or self-regulatory  body or other body  having
 jurisdiction  (including  any  domestic  or  foreign  securities   exchange)
 relating to such offering;

           (4) The Company shall immediately notify the Selling Purchasers in
 writing (i)  at  any time  when  a  prospectus relating  to  a  registration
 pursuant to Section 2 of the Registration Rights Agreement is required to be
 delivered under the Securities Act of the happening of any event as a result
 of which the prospectus included in such registration statement, as then  in
 effect, includes an untrue  statement of a material  fact or omits to  state
 any material fact  required to be  stated therein or  necessary to make  the
 statements therein,  in light  of the  circumstances under  which they  were
 made, not  misleading, and  (ii) of  any request  by the  SEC or  any  other
 regulatory body or other  body having jurisdiction for  any amendment of  or
 supplement to any registration statement or other document relating to  such
 offering, and in either such case  (i) or (ii) above  and at the request  of
 the Selling  Purchasers (subject  to Section  3 of  the Registration  Rights
 Agreement) promptly prepare and furnish to  the Selling Purchasers a  number
 of copies of a supplement to  or an amendment of  such prospectus as may  be
 necessary so  that,  as  thereafter delivered  to  the  purchasers  of  such
 Registrable  Securities,  such  prospectus  shall  not  include  an   untrue
 statement of material fact or omit to  state a material fact required to  be
 stated therein or necessary to make the statements therein, in light of  the
 circumstances under which they are made, not misleading;

           (5) The Company shall list all such Registrable Securities covered
 by such registration on each national securities exchange and United  States
 inter-dealer quotation system on which a  class of common equity  securities
 of the Company is then listed,  with expenses in connection therewith to  be
 paid in accordance with Section 3 of the Registration Rights Agreement; and

           (6) The Company shall furnish unlegended certificates representing
 ownership of the Registrable Securities being sold in such denominations  as
 shall be  requested  by the  Selling  Purchasers or  the  underwriters  with
 expenses  therewith  to  be  paid  in  accordance  with  Section  3  of  the
 Registration Rights Agreement.

           Sections 5.4 through 5.8 remain unchanged.


      ARTICLES 6 and 7 remain unchanged.


      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 10 days after due date of such payment;

           (b), (c),  (d), and  (e) remain  unchanged, as  well as  the  last
 sentence of this section.

           Section 8.2  Remedies.

           (a) and (b) remain unchanged.

           (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.  Additionally, in such event, the Company  agrees
 to pay to the Holders interest  at a rate per annum  equal to the lesser  of
 the Default Rate and the Maximum Rate, as defined in the Notes.


      ARTICLE 9 remains unchanged, except as follows:

      New Section 9.13.  Notwithstanding any provision to the contrary in the
 Agreement documents, including Section 2.3(d)  of the Promissory Note  dated
 December 8, 2000 in the original principal amount of $1 million, the Company
 shall not make any payment under this Agreement in shares of Common Stock if
 such stock payment would trigger any now existing anti-dilution provision of
 any other agreement of the Company.

      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)
                                  -----------------------------


<PAGE>

                                ACKNOWLEDGMENTS

      In order to induce uniView Technologies Corporation (the "Company")  to
 accept the foregoing  Amendment of the  Agreement between  the parties,  the
 Purchaser expressly acknowledges that all of its acknowledgments  previously
 made in  the Agreement  to  be current  and  applicable to  the  transaction
 contemplated by this Amendment as of the  date hereof and as of the  Closing
 Date.
                               PURCHASER:  Sagemark Capital, L.P.


                                      (Form only)
                               _______________________________
                                    (Signature)

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


 Principal Amount of Notes Purchased by this Amendment:

 Corresponding  Warrant  exercisable   for  ___________  underlying   shares,
 exercisable for five (5) years at $_______ per share.

 Principal Place of Business:

 Federal Tax ID Number: