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                      REGISTRATION RIGHTS AGREEMENT


      THIS  REGISTRATION  RIGHTS  AGREEMENT  (this  "Registration  Rights
Agreement"),   dated   September  22,  1999,  by  and   between   uniView
Technologies Corporation, a Texas corporation (the "Company"), and  Zirca
Corporation, a Texas corporation ("Zirca").

      WHEREAS,  Zirca  and  the  Company  are  parties  to  that  certain
Acquisition  Agreement  (the  "Acquisition  Agreement"),  of  even   date
herewith;

     WHEREAS, pursuant to the Acquisition Agreement, Zirca will be issued
360,000  shares of the Company's Common Stock, par value $.10  per  share
(the  "Company's Common Stock") in addition to cash as consideration  for
the purchase of the assets of Zirca;

      WHEREAS,  to induce Zirca to enter into the Acquisition  Agreement,
the  Company  has  agreed  to  grant the registration  and  other  rights
contained in this Registration Rights Agreement;

      NOW,  THEREFORE,  in  consideration of  the  mutual  covenants  and
agreements herein contained, the parties hereto hereby agree as follows:

     1.    Definitions.   As used in this Registration Rights  Agreement,
the  following terms have the meanings indicated.  Capitalized terms used
but  not  defined herein shall have the respective meanings  assigned  to
such terms in the Acquisition Agreement.

          (a)   The  term  "register," "registered,"  and  "registration"
refer  to  a registration effected by preparing and filing a registration
statement  or similar document in compliance with the Securities  Act  of
1933,  as  amended  (the  "Act"),  and the  declaration  or  ordering  of
effectiveness of such registration statement or document.

          (b)   The term "Registrable Securities" means the shares of the
Company's  Common  Stock  issued to Zirca  pursuant  to  the  Acquisition
Agreement,  any  stock or other securities into which or for  which  such
shares  may hereafter be changed, converted or exchanged, and  any  other
securities issued to the Holders of such shares of Company's Common Stock
(or  such  shares  into which or for which such shares  are  so  changed,
converted  or  exchanged) upon any reclassification,  share  combination,
share  subdivision,  share  dividend,  merger  consolidation  or  similar
transactions or events; provided that any such securities shall cease  to
be Registrable Securities to the extent that (i) a registration statement
with  respect to the sale of such securities shall have become  effective
under  the  Act,  and  such securities shall have  been  disposed  of  in
accordance  with the plan of distribution set forth in such  registration
statement,  or (ii) such securities shall have been transferred  pursuant
to Rule 144 promulgated under the Act.

          (c)   The  "Registrable  Securities then outstanding"  will  be
determined  by  the  number of shares outstanding which  are  Registrable
Securities.

          (d)   The  term  "Capital  Stock" means  any  and  all  shares,
interests,  participations, or other equivalents (however designated)  of
capital stock, or any and all equivalent ownership interests.
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          (e)  The term "Holder" means Zirca, or any assignee thereof  in
accordance with Section 10.

          (f)  "Market Value" as of any date with respect to any security
means  the  average of the Quoted Prices of such security for the  twenty
(20)  consecutive trading days immediately preceding such date; provided,
however,  that,  if  any  stock  split, stock  dividend,  subdivision  or
combination  of  Common  Stock or issuance of Common  Stock  occurs  with
respect  to  such  security during the period  from  the  first  of  such
consecutive  trading  days through the last of such  consecutive  trading
days, the computation of Market Value shall be appropriately adjusted  to
take account of such event. If at any time such security is not listed or
traded on any national securities exchange or quoted on Nasdaq or in  the
over-the-counter  market,  the Market Value shall  be  deemed  an  amount
mutually  agreed upon between the Company and Zirca, and if no  agreement
can  be  reached, then the Market Value of such security as of  any  date
shall  be  the fair market value thereof as determined by an  independent
nationally  recognized  investment banking firm  selected  by  investment
banking  firms chosen by each of the Company and Zirca.  The Company  and
Zirca  shall share equally all costs of all determinations of fair market
value by such nationally recognized investment banking firm.

          (g)  "Nasdaq" means the Nasdaq Stock Market.

          (h)   "Quoted Price" of any security for any date shall be  the
last  reported sales price (or, in case no such sale takes place on  such
date,  the  average of the reported closing bid and ask prices)  of  such
security  as  reported by the principal national securities  exchange  on
which  such security is listed or traded, or as reported by Nasdaq or  if
such  security  is neither so reported nor so listed or  so  traded,  the
average of the last reported bid and ask prices of such security  in  the
over-the-counter market on such date.

     2.   Request for Registration.

          (a)   If the Company receives at any time after the date  which
is  six  (6)  months  after the date hereof, a  written  request  from  a
Holder(s)  that the Company file a registration statement under  the  Act
covering  the  registration  of  such Holder's  or  Holders'  Registrable
Securities (the "Initiating Holders"), then the Company will, within  ten
(10) days of the receipt thereof, give written notice of such request  to
all  Holders and will, subject to the limitations set forth below and  of
subsection  2(b), effect as soon as practicable, and in any  event  shall
use its best efforts to file within thirty (30) days after the expiration
of  the  thirty (30) day period described below in this sentence, and  to
cause  to  become  effective within sixty (60)  days  after  the  initial
filing,  a  registration  statement under  the  Act  of  all  Registrable
Securities  then outstanding which the Holders request to  be  registered
within thirty (30) days of the mailing of such notice by the Company.

          (b)   In  the  event  that any registration  pursuant  to  this
Registrations  Rights Agreement shall involve, in whole or  in  part,  an
underwritten offering, the Company shall have the right to designate  the
underwriter  or  underwriters  (the "Underwriter"),  including  the  lead
managing  underwriter  of  such  underwritten  offering;  provided   such
Underwriters are nationally recognized.  In such event, the right of  any
Holder   to  include  such  Holder's  Registrable  Securities   in   such
registration will be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Registrable Securities in
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the  underwriting (unless otherwise mutually agreed by 66.7 % in interest
of  the  Selling Holders and such Holder) to the extent provided in  this
Registration Rights Agreement.  All Holders proposing to distribute their
securities  through such underwriting will (together with the Company  as
provided  in  subsection  4(g)) enter into an underwriting  agreement  in
customary form with the Underwriter.  Notwithstanding any other provision
of this Section 2, if the Underwriter advises the Selling Holders and the
Company  in  writing that marketing factors require a limitation  of  the
number of shares to be underwritten, then the Company will so advise  all
Selling  Holders  of  Registrable Securities  which  would  otherwise  be
underwritten  pursuant  to this Registration Rights  Agreement,  and  the
number  of shares of Registrable Securities that may be included  in  the
underwriting  will  be  allocated  among  all  Selling  Holders  thereof,
including   the   Initiating  Holders,  in  proportion  (as   nearly   as
practicable)  to  the amount of Registrable Securities  then  outstanding
owned  by  each  Selling Holder; provided, however, that  the  number  of
shares of Registrable Securities to be included in such underwriting will
not  be  reduced unless all other securities are first entirely  excluded
from the underwriting.

          (c)  Notwithstanding the foregoing, the Company is obligated to
effect  only  one  (1)  such registration pursuant to  this  Registration
Rights Agreement; provided, however, that the Company shall be deemed  to
fulfill  such obligation only (i) if the number of shares of  Registrable
Securities  included in the registration statement has not  been  reduced
pursuant  to subsection 2(b) and (ii) when such registration  has  become
effective and remained effective in compliance with the provisions of the
Act with respect to the disposition of all Registrable Securities covered
by  such  registration  statement and all of such Registrable  Securities
have  been  disposed of by the Holder; and, provided  further,  that  the
Company  will  pay  all  registration expenses  in  connection  with  any
registration initiated at the request of a Holder to the extent  provided
below in Section 6.

          (d)  Notwithstanding the foregoing, if the Company furnishes to
Holders requesting a registration statement pursuant to this Section 2, a
certificate signed by the Chief Executive Officer of the Company  stating
that  in  the good faith judgment of the Company, it would be  materially
detrimental  to  the  Company  and its stockholders  for  a  registration
statement  to  be  filed  or  for  sales  to  occur  under  an  effective
registration statement and it is therefore essential to defer the  filing
of  or sales under such registration statement, the Company will have the
right  to  (i)  defer  taking action with respect to such filing,  for  a
period of not more than ninety (90) days after receipt of the request  of
the  Initiating  Holders;  or   (ii) if  the  registration  statement  is
effective, request each Holder of securities thereunder not to (and  upon
receipt  of such request each such Holder agrees not to) make  any  sales
pursuant thereto for a period not to exceed five (5) days following  such
request;  provided, however, that during either such period, the  Company
shall  not be entitled to file any other registration statement  relating
to   the   Company's   securities  pursuant  to  any  other   outstanding
registration  rights agreement or for any other secondary  offering;  and
provided  further, that the Company shall not have the right to so  defer
such  action  more than once in each case in any twenty-four  (24)  month
period.
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     3.   Company Registration.

           (a)   The Company shall file a registration statement no later
than  the  date  which  is  five  (5)  months  after  the  date  of  this
Registration Rights Agreement, which registration statement shall include
the 360,000 shares of the Company's Common Stock.

           (b)   If  at  any time after the date hereof (but without  any
obligation to do so) the Company proposes to register (including for this
purpose  a  registration effected by the Company for  stockholders  other
than the Holders and including the registration statement required to  be
filed  within five (5) months after the date hereof pursuant  to  Section
3(a) above) any of its Common Stock under the Act in connection with  the
public  offering  of  such  securities solely  for  cash  (other  than  a
registration   of   securities  solely  in   connection   with   mergers,
acquisitions,  dividend reinvestment plans or stock option  or  award  or
other  executive  or  employee  benefit  or  compensation  plans),  or  a
registration  on any form which does not include substantially  the  same
information  as  would  be  required to be  included  in  a  registration
statement  covering the sale of the Registrable Securities), the  Company
will,  at  such  time, promptly give each Holder written notice  of  such
registration no less than ten (10) days prior to the proposed filing date
of  such  registration.  Upon the written request of  each  Holder  given
within  a ten (10) day period after receipt by such Holder of such notice
by the Company, the Company will, subject to the provisions of Section 7,
cause  to  be  included in such registration under the  Act  all  of  the
Registrable  Securities  that  each  such  Holder  has  requested  to  be
registered.  The registration expenses of the Holders of the  Registrable
Securities  incurred  pursuant to this Section 3 shall  be  paid  by  the
Company  to the extent provided in Section 6 below.  Notwithstanding  the
foregoing, the Company is obligated to accept a request from a Holder  to
include the Registrable Securities that each such Holder has requested to
be  registered  pursuant to this Section 3 no more than five  (5)  times;
provided,  however,  that the Company shall be  deemed  to  fulfill  such
obligation  only  (i)  if the number of shares of Registrable  Securities
included  in  the registration statement has not been reduced,  and  (ii)
when  such  registration has become effective and remained  effective  in
compliance with the provisions of the Act with respect to the disposition
of  all Registrable Securities covered by such registration statement and
all of such Registrable Securities have been disposed of by the Holder.

     4.    Obligations  of  the Company.  Whenever  required  under  this
Registration  Rights  Agreement  to  effect  the  registration   of   any
Registrable   Securities  then  outstanding,   the   Company   will,   as
expeditiously as reasonably possible:

          (a)   Prepare  and  file with the SEC a registration  statement
with  respect to such Registrable Securities and use its best efforts  to
cause  such  registration statement to become effective  within  60  days
after  such filing, and to keep such registration statement effective  to
the  extent  permitted by and subject to applicable law as necessary  for
all  Selling  Holders  in  such registration to have  disposed  of  their
Registrable Securities.
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          (b)   Prepare  and  file  with  the  SEC  such  amendments  and
supplements  to  such registration statement and the prospectus  used  in
connection with such registration statement as may be necessary to comply
with  the  provisions of the Act with respect to the disposition  of  all
securities covered by such registration statement.

          (c)   Furnish  to  the Holders such numbers of  copies  of  the
registration  statement,  each  amendment  and  supplement  thereto,  the
prospectus   included  in  such  registration  statement,   including   a
preliminary prospectus, in conformity with the requirements of  the  Act,
and  such  other  documents as they may reasonably request  in  order  to
facilitate the disposition of Registrable Securities owned by them.

          (d)   Use its best efforts to register and qualify by no  later
than  the  effective  date of the registration statement  the  securities
covered  by  such registration statement under such other  securities  or
Blue  Sky  laws of such jurisdictions as will be reasonably requested  in
writing  by  the  Holders,  and  take all  other  actions  which  may  be
reasonably  necessary  or  advisable to enable  the  disposition  of  the
Registrable  Securities  of the Holder in such jurisdictions  covered  by
such  registration  statement; provided that  the  Company  will  not  be
required in connection therewith or as a condition thereto to qualify  to
do  business  or to file a general consent to service of process  in  any
such states or jurisdictions.

          (e)   Notify  each Holder of Registrable Securities covered  by
such  registration  statement  at any time  when  a  prospectus  relating
thereto is required to be delivered under the 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 a material fact required to be stated therein  or
necessary to make the statements therein not misleading in the  light  of
the circumstances then existing.

          (f)   Use its efforts to obtain all other approvals, covenants,
exemptions   or  authorizations  from  such  governmental   agencies   or
authorities  as  may be necessary to enable the Holder to consummate  the
disposition of such Registrable Securities.

          (g)   In  the event of any underwritten public offering,  enter
into  and  perform  its obligations under an underwriting  agreement,  in
usual and customary form, with the managing underwriter of such offering.
Each  Holder participating in such underwriting will also enter into  and
perform its obligations under such an agreement.

          (h)   Use its best efforts to furnish, at the request of  66.7%
in interest of the Selling Holders requesting registration of Registrable
Securities  pursuant to this Registration Rights Agreement, on  the  date
that  such  Registrable Securities are delivered to the underwriters  for
sale  in  connection  with a registration pursuant to  this  Registration
Rights Agreement, if such securities are being sold through underwriters,
or,  in  the  case of (ii) below, if such securities are not  being  sold
through  underwriters, on the date that the registration  statement  with
respect to such securities becomes effective, (i) an opinion, dated  such
date,  of the counsel representing the Company for the purposes  of  such
registration,  in  form  and  substance  as  is  customarily   given   to
underwriters  in such an underwritten public offering, addressed  to  the
underwriters,  if  any,  and  to the Holders requesting  registration  of
Registrable  Securities,  and (ii) a letter dated  such  date,  from  the
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independent  certified public accountants of the  Company,  in  form  and
substance  as  is  customarily  given  by  independent  certified  public
accountants  to  underwriters  in such an underwritten  public  offering,
addressed  to  the  underwriters, if any, and to the  Holders  requesting
registration of Registrable Securities.

          (i)  Cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are
then  listed  not  later  than the effective date  of  such  registration
statement, or, if similar securities are reported on Nasdaq or quoted  in
the over-the-counter market, cause all such Registrable Securities to  be
reported  on  Nasdaq or quoted in the over-the-counter market.   If  such
Registrable  Securities  are not then listed  on  a  national  securities
exchange or reported on Nasdaq or quoted in the over-the-counter  market,
use reasonable efforts to facilitate the listing, reporting or quoting of
such Registrable Securities on a national securities exchange, Nasdaq  or
in the over-the-counter market, as the case may be.

          (j)   Provide  a  transfer  agent and registrar  for  all  such
Registrable  Securities  not  later  than  the  effective  date  of  such
registration statement.

          (k)   Make  available for reasonable inspection by  any  Holder
participating in such registration, any underwriter participating in  any
disposition  pursuant to such registration statement, any  accountant  or
other  agent  retained  by Zirca on behalf of such  Holders  or  any  one
counsel  selected  by Zirca on behalf of such Holders  as  a  group,  all
financial and other records, pertinent corporate documents and properties
of  the  Company reasonably requested, and cause the Company's  officers,
directors,  employees and independent accountants to  supply  information
reasonably  requested  by any Holder or any such  underwriter,  attorney,
accountant  or  agent  in  connection with such  registration  statement;
provided  that  the  Company  shall be under no  obligation  to  disclose
proprietary or privileged non-public information that the Company, in the
opinion of the Company's counsel, is not required to be disclosed in such
registration statement or in any prospectus in connection therewith.

          (l)   Advise  the  Holders participating in  such  registration
after  the  Company shall receive notice or obtain knowledge thereof,  of
the issuance of any stop order by the SEC suspending the effectiveness of
such  registration  statement or the initiation  or  threatening  of  any
proceeding  for such purpose and promptly use all reasonable  efforts  to
prevent  the  issuance of any stop order or to obtain its  withdrawal  if
such stop order should be issued.

          (m)   Within  a  reasonable period prior to the filing  of  any
registration  statement or prospectus, or any amendment or supplement  to
such registration statement or prospectus, furnish a copy thereof to  the
Holders  participating in such registration and, except with  respect  to
any  registration  pursuant to Section 3, refrain from  filing  any  such
registration statement, prospectus, amendment or supplement to which  one
counsel,  selected by Zirca on behalf of such Holders as a  group,  shall
have  reasonably objected to on the grounds that such document  does  not
comply  in all material respects with the requirements of the Act or  the
rules and regulations thereunder, unless, in the case of an amendment  or
supplement, in the opinion of counsel for the Company the filing of  such
amendment  or supplement is reasonably necessary to protect  the  Company
from  any liabilities under the applicable federal or state law and  such
filing will not violate applicable laws.
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          (n)   Otherwise use its reasonable best efforts to comply  with
all  applicable rules and regulations of the SEC, and make  available  to
its  security  holders,  as soon as reasonably practicable,  an  earnings
statement  covering the period of at least twelve (12)  months  beginning
with  the first day of the Company's first full fiscal quarter after  the
effective  date  of the registration statement, which earnings  statement
shall  satisfy the provisions of Section 11(a) of the Act  and  Rule  158
thereunder.

     5.   Furnishing of Information.  It will be a condition precedent to
the  obligations  of  the  Company to take any action  pursuant  to  this
Registration Rights Agreement with respect to the Registrable  Securities
of  any  Selling  Holder that such Selling Holder  will  furnish  to  the
Company  such  information regarding itself, the  Registrable  Securities
held by it, and the intended method of disposition of such securities  as
will  be required to effect the registration of such Holder's Registrable
Securities.

     6.    Expenses of Registration.  The Company shall bear all expenses
other  than  Selling Holder Expenses (as defined below) incurred  in  any
Registration, including, without limitation, all registration and  filing
fees (including all expenses incident to filing with the NASD), messenger
and  delivery expenses, fees and expenses of complying with  federal  and
state  securities  and  Blue Sky laws, printing  expenses  and  fees  and
disbursements of the independent certified public accountants  (including
for any special audits) and fees for the Company's counsel.  Each Selling
Holder  shall  bear  his  or her equitable share of  any  Selling  Holder
Expenses.   "Selling  Holder  Expenses"  shall  consist  of  (i)  Selling
Holder's  legal, accounting, consulting and advisory fees and  costs  and
(ii)  any proportionate share of brokerage or underwriting fees, expenses
or commissions.

     7.    Underwriting  Requirements.  In connection with  any  offering
involving  an underwriting of shares of the Company's capital stock,  the
Company  will  not  be required under Section 3 to  include  any  of  the
Holders' securities in such underwriting unless they accept the terms  of
the  underwriting (which shall in all cases be reasonable) as agreed upon
between the Company and the underwriters selected by the Company  (or  by
other  persons entitled to select the underwriters).  If the  underwriter
delivers  a  written opinion to the Selling Holders and the Company  that
the   total  amount  of  securities,  including  Registrable  Securities,
requested by such Selling Holders to be included in such offering exceeds
the  amount of securities to be sold other than by the Company  that  the
underwriters  determine in their sole discretion is compatible  with  the
success of the offering, then the Company will be required to include  in
the  offering only that number of such securities, including  Registrable
Securities,  which  the underwriters determine in their  sole  discretion
will  not  jeopardize  the  success of the offering  (the  securities  so
included  to  be  apportioned  pro rata among  all  selling  stockholders
according  to the total amount of registrable securities then outstanding
entitled  or, in the alternative, requested to be included therein  owned
by each selling stockholder or in such other proportions as will mutually
be  agreed  to  by such selling stockholders) but, in no event  will  any
shares being sold by a stockholder exercising a demand registration right
similar to that granted in Section 2 be required to be excluded from such
offering.
<PAGE>
     8.   Indemnification.  If any Registrable Securities are included in
a registration statement under this Registration Rights Agreement:

          (a)  To the extent permitted by law, the Company will indemnify
and  hold  harmless each Holder and their respective partners,  officers,
employees, directors and agents, against any losses, claims, damages,  or
liabilities (joint or several) to which they may become subject under the
Act,  or  the Securities Exchange Act of 1934, as amended (the  "Exchange
Act"),  insofar  as  such  losses, claims, damages,  or  liabilities  (or
actions  in  respect thereof) arise out of or are based upon any  of  the
following   statements,   omissions   or   violations   (collectively   a
"Violation"): (i) any untrue statement or alleged untrue statement  of  a
material  fact  contained in such registration statement,  including  any
preliminary  prospectus  or final prospectus  contained  therein  or  any
amendments or supplements thereto, (ii) the omission or alleged  omission
to  state  therein  a  material fact required to be  stated  therein,  or
necessary  to  make the statements therein not misleading, or  (iii)  any
other  violation or alleged violation of the Act, the Exchange Act, state
securities laws or any rule or regulation promulgated under the  Act,  or
the  Exchange Act or state securities laws; and the Company will  pay  to
each such Holder, any legal or other expenses reasonably incurred by them
(as  incurred)  in  connection with investigating or defending  any  such
loss,  claim, damage, liability, or action; provided, however,  that  the
indemnity agreement contained in this subsection 8(a) will not  apply  to
amounts paid in settlement of any such loss, claim, damage, liability, or
action  if such settlement is effected without the consent of the Company
(which  consent will not be unreasonably withheld or delayed),  nor  will
the  Company be liable in any such case to any Holder for any such  loss,
claim,  damage, liability, or action to the extent that it arises out  of
or  is  based  upon  a  Violation  (other  than  alleged  violations)  as
ultimately  determined  by  a final judgment  of  a  court  of  competent
jurisdiction which occurs in reliance upon and in conformity with written
information  furnished  expressly  for  use  in  connection   with   such
registration by such Holder.

          (b)   To the extent permitted by law, each Selling Holder  will
indemnify  and  hold  harmless the Company  and  each  of  its  officers,
employees,  directors and agents, against any losses, claims, damages  or
liabilities (joint or several) to which any of the foregoing persons  may
become  subject  under  the Act, or the Exchange  Act,  insofar  as  such
losses,  claims, damages, or liabilities (or actions in respect  thereof)
arise  out  of  or  are  based  upon any Violation  (other  than  alleged
violations),  in  each case to the extent (and only to the  extent)  that
such  Violation  consists  of  any untrue  statement  or  alleged  untrue
statement  of  a material fact contained in such registration  statement,
including  any  preliminary  prospectus  or  final  prospectus  contained
therein or any amendments or supplements thereto, or (ii) the omission or
alleged  omission to state therein a material fact required to be  stated
therein,  or necessary to make the statements therein not misleading,  or
(iii)  any other violation or alleged violation of the Act, the  Exchange
Act,  state  securities laws or any rule or regulation promulgated  under
the  Act, or the Exchange Act or state securities laws , made in reliance
upon  and in conformity with written information furnished by such Holder
expressly for use in such registration statement as ultimately determined
by  a  final judgment of a court of competent jurisdiction; and each such
Holder  will pay any legal or other expenses reasonably incurred  by  any
person  intended to be indemnified pursuant to this subsection  8(b)  (as
incurred),  in connection with investigating or defending any such  loss,
claim,  damage,  liability,  or  action;  provided,  however,  that   the
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indemnity agreement contained in this subsection 8(b) will not  apply  to
amounts paid in settlement of any such loss, claim, damage, liability  or
action  if such settlement is effected without the consent of the Holder,
which consent will not be unreasonably withheld or delayed; and, provided
further,  that in no event will any indemnity under this subsection  8(b)
exceed the net proceeds from the offering received by such Holder.

          (c)   Promptly after receipt by an indemnified party under this
Section  8  of  notice of the commencement of any action  (including  any
governmental action), such indemnified party will, if a claim in  respect
thereof  is  to  be  made  against  any  indemnifying  party  under  this
Section  8,  deliver to the indemnifying party a written  notice  of  the
commencement  thereof and the indemnifying party will have the  right  to
participate  in,  and, to the extent the indemnifying party  so  desires,
jointly  with any other indemnifying party similarly noticed,  to  assume
the  defense  thereof with counsel mutually satisfactory to the  parties;
provided,  however, that an indemnified party (together  with  all  other
indemnified  parties  which may be represented without  conflict  by  one
counsel)  will  have the right to retain one separate counsel,  with  the
reasonable  fees  and expenses to be paid by the indemnifying  party,  if
representation of such indemnified party by the counsel retained  by  the
indemnifying party is inappropriate due to actual or potential  differing
interests  between such indemnified party and any other party represented
by  such  counsel  in  such proceeding.  The failure to  deliver  written
notice  to  the  indemnifying  party within  a  reasonable  time  of  the
commencement of any such action, if prejudicial to its ability to  defend
such action, will relieve such indemnifying party of any liability to the
indemnified  party under this Section 8, but the omission so  to  deliver
written  notice  to  the indemnifying party will not relieve  it  of  any
liability that it may have to any indemnified party otherwise than  under
this  Section  8.  The payments required by this Section 8 will  be  made
periodically  throughout the course of investigation or defense,  as  and
when  bills  are  received  or  expenses  incurred,  provided  that   the
indemnified party seeking reimbursement of expenses hereunder  undertakes
in  a writing reasonably satisfactory to the indemnifying party, to repay
all  amounts  previously  paid over to the indemnified  party  if  it  is
ultimately  determined  (by a final judgment  of  a  court  of  competent
jurisdiction)   that  such  party  is  not  entitled  to  indemnification
hereunder.

          (d)   If the indemnification provided for in this Section 8  is
held  by  a  court  of  competent jurisdiction to be  unavailable  to  an
indemnified party with respect to any loss, liability, claim, damage,  or
expense  referred  to therein, then the indemnifying party,  in  lieu  of
indemnifying   such   indemnified  party  to  this  Registration   Rights
Agreement,  will  contribute  to  the amount  paid  or  payable  by  such
indemnified party as a result of such loss, liability, claim, damage,  or
expense  in  such  proportion as is appropriate to reflect  the  relative
fault  of  the indemnifying party on the one hand and of the  indemnified
party  on  the other in connection with the statements or omissions  that
resulted  in such loss, liability, claim, damage, or expense as  well  as
any  other relevant equitable considerations.  The relative fault of  the
indemnifying  party and of the indemnified party will  be  determined  by
reference  to,  among other things, whether the untrue or alleged  untrue
statement  of  a material fact or the omission to state a  material  fact
relates  to  information supplied by the indemnifying  party  or  by  the
indemnified party and the parties' relative intent, knowledge, access  to
information,  and  opportunity to correct or prevent  such  statement  or
omission.
<PAGE>
          (e)   Notwithstanding  the foregoing, to the  extent  that  the
provisions   on  indemnification  and  contribution  contained   in   the
underwriting  agreement entered into in connection with the  underwritten
public  offering  are  in  conflict with the  foregoing  provisions,  the
provisions in the underwriting agreement will control.

          (f)   The  obligations of the Company and  Holders  under  this
Section  8  will  survive the completion of any offering  of  Registrable
Securities  in  a  registration statement under this Registration  Rights
Agreement, and otherwise.

     9.   Reports Under the Exchange Act. With a view to making available
to  the Holders the benefits of Rule 144 or other comparable provision of
the  Act  ("Rule 144") promulgated under the Act and any  other  rule  or
regulation  of  the  SEC that may at any time permit  a  Holder  to  sell
securities of the Company to the public without registration or  pursuant
to a registration on Form S-3, the Company agrees to:

          (a)  make and keep public information available, as those terms
are  understood  and  defined in Rule 144, at all times  after  the  date
hereof;

          (b)  file with the SEC in a timely manner all reports and other
documents required of the Company under the Act and the Exchange Act; and

          (c)   furnish  to  any Holder, so long as the Holder  owns  any
Registrable  Securities, forthwith upon written  request  (i)  a  written
statement  by  the Company that it has complied in all material  respects
with the reporting requirements of Rule 144, the Act and the Exchange Act
(at any time after it has become subject to such reporting requirements),
or  that  it  qualifies as a registrant whose securities  may  be  resold
pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy  of
the  most recent annual or quarterly report of the Company and such other
reports  and  documents so filed by the Company with the SEC,  and  (iii)
such  other  information as may be reasonably requested in  availing  any
Holder of any rule or regulation of the SEC which permits the selling  of
any such securities without registration or pursuant to such form.

     10.   Assignment of Registration Rights.  The rights  to  cause  the
Company  to register Registrable Securities pursuant to this Registration
Rights  Agreement may be assigned (but only with all related obligations)
by a Holder to transferee(s) or assignee(s) of such securities who, after
such assignment or transfer, holds Registrable Securities;  provided  the
Company is, within a reasonable time after such transfer, furnished  with
written  notice  of  the  name  and  address  of  such  transferee(s)  or
assignee(s)  and  the securities with respect to which such  registration
rights are being assigned.  Notwithstanding any assignment by a Holder of
its  registration  and  other rights hereunder  in  connection  with  its
transfer  of  Registrable Securities, such Holder shall retain  all  such
registration and other rights under this Registration Rights Agreement in
respect of those Registrable Securities that it continues to hold.

     11.    No   Inconsistent  Agreements;  Limitations   on   Subsequent
Registration Rights.

          (a)  The Company represents and warranties to Zirca that it  is
not  a  party to any agreement with respect to its securities which would
prohibit it from fully performing its obligations hereunder.
<PAGE>
          (b)   From  and  after  the  date of this  Registration  Rights
Agreement, the Company will not, without the prior written consent of the
Holders  of the then outstanding Registrable Securities, enter  into  any
agreement with any holder or prospective holder of any securities of  the
Company  which would allow such holder or prospective holder  to  include
such  securities in any registration filed under Section 2, unless  under
the  terms  of  such  agreement, such holder or  prospective  holder  may
include such securities in any such registration only to the extent  that
the  inclusion  of  his  securities will not reduce  the  amount  of  the
Registrable Securities of the Holders which is included therein.

     12.   Limitation  on  Sales.  Holders shall sell  no  more  than  an
aggregate of 90,000 shares of Common Stock in any six-month period.

     13.  Termination of Registration Rights.  No Holder will be entitled
to  exercise any right provided for in this Registration Rights Agreement
after five (5) years following the date hereof.

     14.  Adjustments Affecting Registrable Securities.  The Company will
not  take any action, or permit any change to occur, with respect to  its
securities  which would adversely affect the ability of  the  Holders  to
include  Registrable  Securities  in a registration  undertaken  pursuant
hereto.  However,  nothing in this Registration  Rights  Agreement  shall
limit the Company's ability to register, offer and sell securities.

     15.   Amendments  and Waivers.  The provisions of this  Registration
Rights Agreement, including the provisions of this  sentence, may not  be
amended,  modified or supplemented, and waivers or consents to departures
from  the  provisions  hereof may not be given  unless  the  Company  has
obtained the written consent of the Holders.

       16.  Notices.   Any  notice, demand, request,  consent,  approval,
declaration,  delivery  or  other  communication  hereunder  to  be  made
pursuant to the provisions of this Registration Rights Agreement shall be
sufficiently given or made if in writing and either delivered  in  person
with receipt acknowledged or sent by registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:

          (a)  in the case of the Company, to:

          uniView Technologies Corporation
          10911 Petal Street
          Dallas, Texas 75238
          Attention: Patrick Custer, CEO

          (b)  in the case of the Holder, to:

          Zirca Corporation
          13800 Senlac Drive
          Farmers Branch, Texas 75234
          Attention: Steve Kovac

     or  at such other address as  may be substituted by notice given  as
herein  provided.   The giving of any notice required  hereunder  may  be
waived  in  writing by the party entitled to receive such notice.   Every
notice,   demand,   request,  consent,  approval,   delivery   or   other
communication hereunder shall be deemed to have been duly given or served
on  the date on which personally delivered, with receipt acknowledged, or
three  business  days  after the same shall have been  deposited  in  the
<PAGE>
United States mail.  Failure or delay in delivering copies of any notice,
demand,  request, approval, declaration, delivery or other  communication
to  the  person  designated above to receive  a  copy  shall  in  no  way
adversely  affect  the  effectiveness of such  notice,  demand,  request,
approval, declaration, delivery or other communication.

       17. Remedies.  The Company agrees that monetary damages would  not
be  adequate compensation for any loss incurred by reason of a breach  by
it  of  the  provisions of this Registration Rights Agreement and  hereby
agrees to waive the defense in any action for specific performance that a
remedy  at  law  would be adequate.  Accordingly, it is agreed  that  the
Holder  shall  be entitled to an injunction, restraining order  or  other
equitable  relief  to  prevent  breaches  of  this  Registration   Rights
Agreement and to enforce specifically the terms and provisions hereof  in
any  court  of competent jurisdiction in the United States or  any  state
thereof.  Such remedies shall be cumulative and nonexclusive and shall be
in  addition to any other rights and remedies the parties may have  under
this Registration Rights Agreement.

     18.   Headings.  The headings  of this Registration Rights Agreement
have  been inserted  as a matter of convenience and shall not affect  the
construction hereof.

     19.   Severability.   In  the event that any  one  or  more  of  the
provisions   contained  herein,  or  the  application  thereof   in   any
circumstances, is held invalid, illegal or unenforceable,  the  validity,
legality and enforceability of any such provision in every other  respect
and of the remaining provisions contained herein shall not be affected or
impaired thereby.

     20.   Successors and Assigns.  Except as otherwise provided  herein,
the  terms  and  conditions of this Registration Rights  Agreement  shall
inure to the benefit of and be binding upon the respective successors and
assigns   of  the  parties  (including  transferees  of  any  shares   of
Registrable  Securities). Nothing in this Registration Rights  Agreement,
express  or implied, is intended to confer upon any party other than  the
parties  hereto  or their respective successors and assigns  any  rights,
remedies,  obligations  or  liabilities  under  or  by  reason  of   this
Registration  Rights  Agreement, except as  expressly  provided  in  this
Registration Rights Agreement.

     21.   Governing  Law.  This Registration Rights Agreement  shall  be
governed  by  and construed in accordance with the laws of the  State  of
Texas,  except for its rules with regard to the conflict of laws .

     22.   Counterparts.   To  facilitate  execution,  this  Registration
Rights  Agreement may be executed in counterparts; and it  shall  not  be
necessary  that the signatures of, or on behalf of, each  party,  or  the
signatures  of  all  persons required to bind a  party,  appear  on  each
counterpart;  but  it shall be sufficient that the signature  of,  or  on
behalf of, each party, or the signatures of the persons required to  bind
any   party,   appear  on  the  counterparts.   All  counterparts   shall
collectively constitute a single agreement.


                     [Signatures on following page]
<PAGE>
     IN   WITNESS  WHEREOF,  the  Company  and  Zirca  have  caused  this
Registration  Rights  Agreement to be signed in  its  name  by  its  duly
authorized representative as of the date first written above.

                              ZIRCA CORPORATION


                              By:  /s/  Steven Kovac
                              Name:  Steven Kovac
                              Title:    CFO


                              UNIVIEW TECHNOLOGIES CORPORATION


                              By:  /s/  Patrick A. Custer
                              Name:  Patrick A. Custer
                              Title:  President