<PAGE>


                             -- FORM ONLY --

     THIS  WARRANT  AND  THE SECURITIES ISSUABLE UPON  THE  EXERCISE
     HEREOF  HAVE  BEEN ACQUIRED FOR INVESTMENT AND  HAVE  NOT  BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY  STATE
     SECURITIES OR BLUE SKY LAWS.  THEY MAY NOT BE SOLD, OFFERED FOR
     SALE,  PLEDGED,  HYPOTHECATED OR OTHERWISE  TRANSFERRED  EXCEPT
     PURSUANT  TO  AN  EFFECTIVE REGISTRATION  STATEMENT  UNDER  THE
     SECURITIES  ACT OF 1933, OR AN OPINION OF COUNSEL  SATISFACTORY
     TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT
     OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

Date:  October 29, 1999                Warrant No. ______________

                UNIVIEW TECHNOLOGIES CORPORATION
                     STOCK PURCHASE WARRANT

     This  Warrant is issued for good and valuable consideration, receipt
of  which  is hereby acknowledged, to ________________ (the "Holder")  by
uniView Technologies Corporation, a Texas corporation (the "Company").

     1.    Purchase  of  Shares.   Subject to the  terms  and  conditions
hereinafter  set  forth, the Holder is entitled, upon surrender  of  this
Warrant at the principal office of the Company (or at such other place as
the  Company shall notify the Holder hereof in writing), to purchase from
the Company _____________ Thousand (_______,000) shares of par value $.10
Common  Stock of the Company (the "Shares"), as adjusted pursuant to  the
provisions of this Warrant.

     2.    Exercise  Price.  The exercise price for the Shares  shall  be
Three  and NO/100 Dollars ($3.00) per share.  Such price shall be subject
to  adjustment pursuant to Section 8 hereof (such price, as adjusted from
time to time, is herein referred to as the "Exercise Price").

     3.    Exercise Period.  This Warrant is exercisable at any time  and
from  time  to  time  and,  except as provided  below,  shall  remain  so
exercisable for three (3) years from the date hereof.  This Warrant shall
immediately terminate upon (a) the sale of all or substantially  all  the
assets  of  the  Company  or  (b)  the merger  of  the  Company  into  or
consolidation with any other entity in which at least 50% of  the  voting
power  of  the Company is transferred.  In the event of a transaction  of
the  kind  described above, the Company shall notify the Holder at  least
twenty (20) days prior to the consummation of such event or transaction.

     4.    Restricted Stock; Registration. The shares of Common Stock  of
the  Company purchased upon exercise of this Warrant ("Restricted Stock")
or  purchasable upon exercise of this Warrant ("Underlying Stock")  shall
not  be  transferable except upon the conditions stated below, which  are
intended  to  insure compliance with federal and state  securities  laws.
The  certificates representing these shares of stock, unless the same are
registered  prior  to  exercise  of this Warrant,  shall  be  stamped  or
otherwise imprinted with a legend in substantially the following form:
<PAGE>
     "The  securities represented by this Certificate have not  been
     registered under the Securities Act of 1933, as amended, or the
     securities  laws  of  any  state.   The  securities  have  been
     acquired  for investment and may not be sold, offered for  sale
     or  transferred  in  the  absence of an effective  registration
     under  the  Securities  Act  of  1933,  as  amended,  and   any
     applicable  state  securities laws or  an  opinion  of  counsel
     satisfactory in form and substance to counsel for  the  Company
     that  the transaction shall not result in a violation of  state
     or federal securities laws."

     5.   Method of Exercise.  While this Warrant remains outstanding and
exercisable in accordance with Section 3 above, the Holder may  exercise,
in whole or in part, the purchase rights evidenced hereby.  Such exercise
shall be effected by:  (i) the surrender of the Warrant, together with  a
duly  executed  copy  of  the form of exercise attached  hereto,  to  the
Secretary  of the Company at its principal offices; and (ii) the  payment
to the Company of an amount equal to the aggregate Exercise Price for the
number of Shares being purchased.

     6.    Certificates  for Shares.  Upon the exercise of  the  purchase
rights evidenced by this Warrant, one or more certificates for the number
of Shares so purchased shall be issued as soon as practicable thereafter,
and  in  any  event  within 30 days of the delivery of  the  subscription
notice.

     7.    Reservation of Shares.  The Company covenants that it will  at
all  times, keep available such number of authorized shares of its Common
Stock,  free from all preemptive rights with respect thereto, which  will
be  sufficient to permit the exercise of this Warrant for the full number
of  Shares specified herein, upon exercise of this Warrant.  The  Company
further  covenants that such Shares, when issued pursuant to the exercise
of  this  Warrant, will be duly and validly issued, fully paid  and  non-
assessable and free from all taxes, liens and charges with respect to the
issuance thereof.

     8.    Adjustment of Exercise Price and Number of Shares.  The number
of  and kind of securities purchasable upon exercise of this Warrant  and
the  Exercise Price shall be subject to adjustment from time to  time  as
follows:

          (a)   Subdivisions and Combinations.  If the Company  shall  at
any  time  prior to the expiration of this Warrant subdivide  its  Common
Stock  by split-up or otherwise, or combine its Common Stock, the  number
of  Shares  issuable on the exercise of this Warrant shall  forthwith  be
proportionately   increased   in  the   case   of   a   subdivision,   or
proportionately  decreased  in the case of  a  combination.   Appropriate
adjustments shall also be made to the purchase price payable  per  share,
but  the aggregate purchase price payable for the total number of  Shares
purchasable under this Warrant (as adjusted) shall remain the same.   Any
adjustment under this Section 7(a) shall become effective at the close of
business on the date the subdivision or combination becomes effective.

          (b)  Notice of Adjustment.  When any adjustment is required  to
be  made in the number or kind of shares purchasable upon exercise of the
Warrant,  or in the Warrant Price, the Company shall promptly notify  the
Holder of such event and of the number of shares of Common Stock or other
securities  or  property  thereafter purchasable  upon  exercise  of  the
Warrant.
<PAGE>
     9.    No  Fractional Shares.  No fractional shares shall  be  issued
upon  the  exercise of this Warrant, and the number of  shares  of  stock
issued  upon  exercise of this Warrant shall be rounded  to  the  nearest
whole share.

     10.   No Stockholder Rights.  Prior to the exercise of this Warrant,
the  Holder  shall  not be entitled to any rights of a  shareholder  with
respect  to the Shares, including (without limitation) the right to  vote
such  Shares, receive dividends or other distributions thereon,  exercise
preemptive rights or be notified of shareholder meetings, and such Holder
shall not be entitled to any notice or other communication concerning the
business or affairs of the Company.

     11.   Exchange of Warrant.  Subject to any restriction upon transfer
set  forth  in  this Warrant, each Warrant may be exchanged  for  another
Warrant  or  Warrants of like tenor and representing in the  aggregate  a
like  number of Warrants.  Any Holder desiring to exchange a  Warrant  or
Warrants shall make such request in writing delivered to the Company, and
shall  surrender,  properly endorsed, the Warrant or Warrants  to  be  so
exchanged.

     12.   Mutilated or Missing Warrants.  In case any Warrant  shall  be
mutilated, lost, stolen or destroyed, the Company shall issue and deliver
in  exchange and substitution for and upon cancellation of the  mutilated
Warrant,  or in lieu of and substitution for the Warrant lost, stolen  or
destroyed,  a  new Warrant of like tenor and representing  an  equivalent
right   or  interest,  but  only  upon  receipt  of  evidence  reasonably
satisfactory  to the Company of such loss, theft or destruction  of  such
Warrant and indemnity or bond, if requested, also reasonably satisfactory
to  the  Company.   An applicant for such substitute Warrant  shall  also
comply  with  such  other  reasonable  regulations  and  pay  such  other
reasonable charges as the Company may prescribe.

     13.   Payment of Taxes.  The Company will pay all taxes (other  than
any  income  taxes or other similar taxes), if any, attributable  to  the
initial  issuance of the Warrant and the issuance of the Shares upon  the
exercise of the Warrant, provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect  of  the
issuance or delivery of any Warrant, or the transfer thereof, and no such
issuance, delivery or transfer shall be made unless and until the  person
requesting  such issuance or transfer has paid to the Company the  amount
of  any such tax, or has established, to the satisfaction of the Company,
that no such tax is payable or such tax has been paid.

     14.  Warrant Register.  The Warrants shall be numbered and shall  be
registered on the books of the Company (the "Warrant Register")  as  they
are issued.  The Company shall be entitled to treat the registered holder
of  any Warrant on the Warrant Register as the owner in fact thereof  for
all  purposes and shall not be bound to recognize any equitable or  other
claim to or interest in such Warrant on the part of any other person, and
shall  not  be liable for any registration or transfer of Warrants  which
are  registered  or to be registered in the name of a  fiduciary  or  the
nominee  of  a  fiduciary unless made with the actual  knowledge  that  a
fiduciary  or nominee is committing a breach of trust in requesting  such
registration  of  transfer, or with knowledge  of  such  facts  that  its
participation therein amounts to bad faith.
<PAGE>
     15.   Transfer  of Warrants.  The Warrants shall be transferable  on
the  Warrant  Register only upon delivery thereof duly  endorsed  by  the
Holder  or  by  his  duly  authorized  attorney  or  representative,   or
accompanied by proper evidence of succession, assignment or authority  to
transfer. In all cases of transfer by an attorney, the original power  of
attorney,  duly  approved, or an official copy  thereof,  duly  certified
shall  be  deposited with the Company.  In case of transfer by executors,
administrators,   guardians   or  other   legal   representatives,   duly
authenticated evidence of their authority shall be produced, and  may  be
required  to be deposited with the Company in its discretion.   Upon  any
registration  of  transfer, the Company shall deliver a  new  Warrant  or
Warrants  to the Person entitled thereto.  Notwithstanding the foregoing,
the  Company shall have no obligation to cause Warrants to be transferred
on  its  books  to any Person, unless the Holder of such  Warrants  shall
furnish to the Company evidence of compliance with the Securities Act  of
1933, as amended, and applicable state blue sky laws.

     16.   Successors  and  Assigns.  The terms and  provisions  of  this
Warrant  shall inure to the benefit of, and be binding upon, the  Company
and the holders hereof and their respective successors and assigns.

     17.  Amendments and Waivers.  This Warrant may be amended, modified,
superseded   or   cancelled,   and   any   of   the   terms,   covenants,
representations, warranties or conditions hereof may be waived, only by a
written instrument signed by the parties to be bound thereby.  Any waiver
or  amendment effected in accordance with this Section shall  be  binding
upon  each holder of any Shares purchased under this Warrant at the  time
outstanding  (including  securities into  which  such  Shares  have  been
converted), each future holder of all such Shares, and the Company.

     18.    Governing   Law.    This  Warrant  and   the   validity   and
enforceability hereof shall be governed by and construed and  interpreted
in  accordance with the laws of the State of Texas without giving  effect
to conflict of laws rules or choice of laws rules thereof.

     IN  WITNESS  WHEREOF,  the undersigned hereby  executes  this  Stock
Purchase Warrant as of the date first written above.

                              UNIVIEW TECHNOLOGIES CORPORATION


                              By:
                                   Patrick A. Custer, President
                       NOTICE OF EXERCISE


To:  uniView Technologies Corporation (the "Company")


     (1)  The undersigned ("Holder") hereby elects to exercise its rights
to  purchase __________________________ shares of the Common Stock of the
Company (the "Securities") pursuant to the terms of the attached Warrant,
and tenders herewith payment of the purchase price in full, together with
all applicable transfer taxes, if any.
<PAGE>
     (2)   Please  issue  a certificate or certificates representing  the
Securities in the name of the undersigned Holder:


                _______________________________
                             (Name)


                _______________________________
                           (Address)


     (3)   With respect to the Securities being purchased hereunder,  the
Holder  makes,  as  of  the date hereof, all of the  representations  and
warranties set forth below:

          (a)   Holder  is  aware of the Company's business  affairs  and
financial  condition  and has acquired sufficient information  about  the
Company  to  reach an informed and knowledgeable decision to acquire  the
Securities.   Holder is purchasing these Securities for its  own  account
for investment purposes only and not with a view to, or for the resale in
connection  with,  any  "distribution"  thereof  for  purposes   of   the
Securities Act of 1933, as amended ("Securities Act").

          (b)   Holder  understands  that the Securities  have  not  been
registered under the Securities Act in reliance upon a specific exemption
therefrom,  which  exemption depends upon, among other things,  the  bona
fide  nature  of  its  investment intent as expressed  herein.   In  this
connection,  Holder understands that, in the view of the  Securities  and
Exchange  Commission ("SEC"), the statutory basis for such exemption  may
be unavailable if its representation was predicated solely upon a present
intention  to hold these Securities for the minimum capital gains  period
specified  under  tax  statutes, for a deferred sale,  for  or  until  an
increase  or  decrease in the market price of the Securities,  or  for  a
period of one year or any other fixed period in the future.

          (c)   Holder  further understands that the Securities  must  be
held indefinitely unless subsequently registered under the Securities Act
or  unless  an  exemption from registration is otherwise  available.   In
addition,   Holder  understands  that  the  instruments  or  certificates
evidencing the Securities will be imprinted with a legend which prohibits
the  transfer  of  the  Securities unless they  are  registered  or  such
registration is not required in the opinion of counsel for the Company.

          (d)  Holder is aware of the provisions of Rule 144, promulgated
under  the  Securities  Act, which in substance, permits  limited  public
resale of "restricted securities" acquired, directly or indirectly,  from
the issuer thereof (or from an affiliate of such issuer), in a non-public
offering  subject  to the satisfaction of certain conditions,  including,
among other things:  the availability of certain public information about
the  Company; the resale occurring not less than one year after the party
has purchased and paid for the securities to be sold; the sale being made
through  a  broker  in  an  unsolicited  "broker's  transaction"  or   in
transactions directly with a market maker (as said term is defined  under
the  Securities  Exchange  Act of 1934, as amended)  and  the  amount  of
securities  being  sold during any three month period not  exceeding  the
specified limitations stated therein.
<PAGE>
          (e)   Holder further understands that at the time Holder wishes
to  sell the Securities there may be no public market upon which to  make
such  a  sale,  and that, even if such a public market  then  exists  the
Company may not be satisfying the current public information requirements
of  Rule  144,  and that, in such event, Holder could be  precluded  from
selling  the  Securities  under Rule 144 even  if  the  one-year  minimum
holding period had been satisfied.

          (f)   Holder further understands that in the event all  of  the
requirements  of  Rule  144  are not satisfied,  registration  under  the
Securities  Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that  Rule
144 is not exclusive, the Staff of the SEC has expressed its opinion that
persons  proposing to sell private placement securities other than  in  a
registered offering and otherwise than pursuant to Rule 144 will  have  a
substantial  burden  of  proof in establishing  that  an  exemption  from
registration is available for such offers or sales, and that such persons
and  their respective brokers who participate in such transactions do  so
at their own risk.


__________________________         ______________________________
     (Date)                             (Signature and Title)

                              ______________________________
                                   (Name printed)