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                 REGISTRATION RIGHTS AGREEMENT


     THIS  REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as  of
October  29,  1999,  by and between uniView Technologies  Corporation,  a
Texas corporation ("uniView"), and Softgen International, Inc., a British
Virgin    Islands   corporation,   its   shareholders,   and    designees
(collectively, the "Softgen Group").

      WHEREAS, Softgen Group and uniView are parties to that certain Sale
and  Purchase  Agreement  (the "Acquisition  Agreement"),  of  even  date
herewith;

      WHEREAS, pursuant to the Acquisition Agreement, Softgen Group  will
be  issued  1,175,000  shares  and warrants  to  purchase  an  additional
1,175,000 shares of uniView's Common Stock, par value $.10 per share (the
"Common  Stock")  as  consideration for the purchase  of  the  assets  of
Softgen International, Inc.;

      WHEREAS,  to  induce  Softgen Group to enter into  the  Acquisition
Agreement, uniView 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.   Certain Definitions.  As used in this Agreement, the capitalized
terms set forth below shall have the following meanings:

          (1)  "Affiliate" means, with respect to any person, any other
person who, directly  or indirectly, is in control of, is controlled by or
is under common control with such person.

          (2)  "Holder(s)" means the holders of Registrable Securities.

          (3)  "Registrable Securities" means the shares of Common Stock
issuable to  Softgen  Group pursuant to the Acquisition Agreement,  any
stock or other securities into which or for which such shares of Common
Stock  may hereafter  be  changed, converted or exchanged, and any other
securities issued to the Holders of such shares of 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  if (i) a registration statement with respect to the  sale  of
such securities shall have become effective under the Securities Act  (as
defined  below)  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 (as defined below).
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          (4)  "Registration  Expenses"  means  all expenses  incurred by
uniView in connection  with any registration  of  Registrable  Securities
pursuant to this Agreement  including, without limitation, the following:
(i)  SEC filing  fees;  (ii)  the  fees, disbursements  and  expenses  of
uniView's counsel(s) and  accountants in connection with the registration
of the Registrable Securities to be disposed of under the Securities Act,
(iii) all  expenses  of uniView  and its  agents  and  representatives in
connection with  the preparation, printing and filing of the registration
statement, any preliminary prospectus or final prospectus and  amendments
and supplements thereto and  the  mailing and  delivering of a reasonable
number of copies thereof to any Holders, underwriters and dealers and all
actual expenses  incidental to delivery of the Registrable Securities; (iv)
the cost of producing blue sky memoranda; (v) all expenses in connection
with the  qualification of the Registrable Securities to be  disposed  of
for offering  and sale under state securities laws; (vi) the filing  fees
incident  to securing any required review by the National Association  of
Securities  Dealers,  Inc. of the terms of the sale  of  the  Registrable
Securities  to  be disposed of; (vii) the expenses of uniView's  transfer
agent  and  registrar appointed in connection with such offering,  (viii)
all  engraving  and  printing expenses for the uniView  securities  being
offered;  and (ix) all fees and expenses payable in connection  with  the
listing  of  the  Registrable Securities on each securities  exchange  or
inter-dealer  quotation  system  on  which  a  class  of  common   equity
securities of uniView is then listed.

          (5)  "Rule 144" means Rule 144 promulgated under the Securities
Act (as defined below), or any successor rule to similar effect.

          (6)  "Rule 144 Resale Eligible" means that for the period after
the holding period restrictions under Rule 144(d) have elapsed, all shares
of  Registrable Securities are eligible for resale under Rule 144 without
restriction  under Rule 144(e) upon the amount of Registrable  Securities
which may be sold.

          (7)  "SEC" means the United States Securities and Exchange
Commission.

          (8)  "Securities Act" means the Securities Act of 1933, as amended,
or any successor statute.

     2.    Piggy-back Registration.  At any time from the  date  of  this
Agreement until the time when all the Registrable Securities are Rule 144
Resale Eligible (and if such Registrable Securities ever cease to be Rule
144  Resale Eligible, then until such time as they again become Rule  144
Resale Eligible), if uniView proposes to register any of its Common Stock
or  any  other  of its common equity securities (but not  including  debt
instruments  or  preferred  stock  convertible  into  its  common  equity
securities)  (collectively, "Other Securities") under the Securities  Act
(other  than  a  registration on Form S-4 or S-8 or  any  successor  form
thereto), whether or not for sale for its own account, in a manner  which
would permit registration of Registrable Securities for sale for cash  to
the  public under the Securities Act, it will each such time give  prompt
written notice to each Holder of its intention to do so at least ten (10)
days  prior to the anticipated filing date of the registration  statement
relating to such registration.  Such notice shall offer each such  Holder
the opportunity to include in such registration statement such number  of
Registrable Securities as each such Holder may request.  Upon the written
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request of any such Holder made no later than the tenth (10th) day  after
the  receipt of uniView's notice (which request shall specify the  number
of  Registrable  Securities intended to be disposed of and  the  intended
method  of  disposition thereof), uniView shall use its best  efforts  to
effect,  in  the  manner set forth in Section 5, in connection  with  the
registration  of  the  Other  Securities,  the  registration  under   the
Securities  Act of all Registrable Securities which uniView has  been  so
requested  to register, to the extent required to permit the  disposition
(in  accordance  with such intended methods thereof) of  the  Registrable
Securities so requested to be registered; provided that:

          (1)  (i)  if the registration referred to in the first sentence
of this Section 2 is to be an underwritten registration, and the managing
underwriter advises uniView in writing that, in such firm's opinion, such
offering  would  be materially and adversely affected  by  the  inclusion
therein  of the Registrable Securities requested to be included  therein,
uniView  shall  include in such registration:  (1) first, all  securities
uniView  proposes to sell for its own account ("uniView  Securities")  if
uniView Securities are proposed to be included in such registration,  (2)
second, if the registration is pursuant to the demand registration  right
of  holders of securities to be included in such registration pursuant to
agreements  with  uniView  ("Other Holders"), securities  of  such  Other
Holders,  (3)  third, up to the full number of Registrable Securities  in
excess  of  the  number  or  dollar  amount  of  uniView  Securities  and
securities  of  Other Holders, which, in the good faith opinion  of  such
managing  underwriter,  can be so sold without materially  and  adversely
affecting  such  offering  and, if less than  the  full  number  of  such
Registrable  Securities, allocated among the Holders of such  Registrable
Securities  pro rata on the basis of the number of Registrable Securities
requested  to  be  registered by each Holder, and (4) fourth,  all  other
securities proposed to be registered.

          (2)  uniView shall not be required to effect any registration of
Registrable   Securities  under  this  Section  2   incidental   to   the
registration  of  any  of  its  securities in  connection  with  mergers,
acquisitions,  dividend reinvestment plans or stock option  or  award  or
other executive or employee benefit or compensation plans.

     3.   Demand Registration.

          (1)  If, on the  six  month  anniversary  of  the  date of this
Agreement,  uniView  has  not  effected  a  registration  of  Registrable
Securities  pursuant  to  Section  2 hereof pursuant to which all of  the
Registrable Securities were sold, then (i) at any time from the six month
anniversary of  the  date  of this Agreement until all of the Registrable
Securities have  been  sold pursuant to a registration effected under the
terms  of this  Agreement  or  have become Rule 144 Resale Eligible  (and
if such Registrable Securities ever cease to be Rule 144 Resale Eligible,
then until  such time as they again become Rule 144 Resale Eligible), and
(ii) upon  written  notice from a Holder or Holders of more than  50%  of
the Registrable  Securities  (the "Initiating Holders") in the manner set
forth  in  Section  11(h)  hereof  requesting  that  uniView  effect  the
registration under  the  Securities  Act of any or all of the Registrable
Securities held by such Holders (which notice shall specify the  intended
method or methods of disposition of such Registrable Securities), uniView
shall use its best  efforts to effect, in the manner set forth in Section
5, the registration under the Securities Act of such Registrable Securities
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for disposition  in  accordance  with  the  intended  method  or  methods
of disposition stated in such request; provided that uniView shall not be
obligated  to  file  more than one (1) registration statement  under  the
Securities  Act   relating  to a registration request  pursuant  to  this
Section 3(a).

          (2)  Notwithstanding any other provision of this Agreement to the
contrary, a registration requested by a Holder pursuant to this Section 3
shall  not be deemed to have been effected (and, therefore, not requested
for purposes of Section 3(a)): (A) if it is withdrawn based upon material
adverse  information  relating to uniView  that  is  different  from  the
information (x) known to the Holders requesting registration at the  time
of  their request for registration, or (y) promptly disclosed by  uniView
to the Holder at the time of their request for registration; (B) if, when
effective, it includes fewer than ninety (90%) percent of the  number  of
shares  of  Registrable Securities which were the subject matter  of  the
request;  (C)  if  after  it has become effective  such  registration  is
interfered with by uniView invoking its rights under subsection  6(e)  or
any  stop order, injunction or other order or requirement of the  SEC  or
other  governmental  agency  or  court  for  any  reason  other  than   a
misrepresentation or an omission by such Holder and, as a result thereof,
less than ninety (90%) percent of the Registrable Securities requested to
be  registered can be completely distributed in accordance with the  plan
of distribution set forth in the related registration statement.

          (3)  In the event that any registration pursuant to this Section
3 shall involve,  in  whole or in part, an underwritten offering,  uniView
shall have the right to designate the underwriter or underwriters, including
the lead managing underwriter of such underwritten offering.

          (4)  Upon receipt of written notice from the Initiating Holders
under Section  3(a)  hereto, uniView  shall,  within five (5) days,  give
prompt written notice  to all other Holders of Registrable Securities  of
such notice and of its intent to effect the registration  of  Registrable
Securities pursuant to this Agreement.  Such notice shall offer each such
Holder  the  opportunity to include in such registration  statement  such
number of Registrable Securities as each such Holder may request.

          (5)  Holders other than the Initiating  Holders  and holders of
other registrable securities with the right to participate in  a  uniView
registration  statement shall have the right to include their  shares  of
Registrable Securities or other registrable securities, as the  case  may
be,  in  any  registration pursuant to Section 3(a).  In connection  with
those  registrations  in  which multiple  Holders  or  holders  of  other
registrable securities with the right to participate in such registration
("piggy-back  rights holders") participate, in the event the facilitating
broker/dealer  or,  in  an  underwritten  offering,  the  lead   managing
underwriter  advises that marketing factors require a limitation  on  the
number  of shares to be sold, the number of shares to be included in  the
sale  or  underwriting and registration shall be allocated (i) first,  to
the  Holders, and, if less than the full number of Registrable Securities
of  such Holders, then pro rata on the basis of the number of Registrable
Securities requested to be registered by each Holder, and (ii) second, to
the  holders  seeking  registration pursuant to  piggy-back  registration
rights  otherwise granted by uniView pro rata on the basis of the  number
of  securities  requested to be registered by each such  holder  in  such
registration.
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     4.   Expenses.  uniView agrees to pay all Registration Expenses with
respect  to  an offering pursuant to Section 2 and Section 3 hereof,  but
not commissions or underwriting discounts in connection with an offering,
which shall be the expense of the Holder(s).

     5.   Registration and Qualification.   If  and  whenever  uniView is
required to use  its  best  efforts  to  effect  the registration  of any
Registrable Securities under the Securities Act as provided in Section 2
or 3 hereof, uniView shall:

          (1)  prepare  and  file  a  registration  statement  under  the
Securities Act relating  to  the  Registrable  Securities  to  be  offered
as soon as practicable, but in no event later than thirty (30) days after
the  date notice is given, and use its best efforts to cause the same  to
become effective as promptly as practicable;

          (2)  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  for  sixty  (60)  days (or, in the  case  of  an  underwritten
offering, such shorter time period as the underwriters may require);

          (3)  furnish  to  the  Holders  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  Holders  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)  use its best efforts to register or qualify all Registrable
Securities covered by such registration statement under the securities or
blue  sky laws of such United States jurisdictions as the Holders or  any
underwriter  of such Registrable Securities shall request,  and  use  its
best  efforts  to  obtain  all  appropriate  registrations,  permits  and
consents required in connection therewith, and do any and all other  acts
and  things which may be necessary or advisable to enable the Holders  or
any  such underwriter to consummate the disposition in such jurisdictions
of  its  Registrable  Securities covered by such registration  statement;
provided  that  uniView  shall not for any such purpose  be  required  to
register or qualify generally to do business as a foreign corporation  in
any jurisdiction wherein it is not so qualified, or to subject itself  to
taxation  in any such jurisdiction, or to consent to general  service  of
process in any such jurisdiction;

          (5)  (i) use its best efforts to furnish an opinion of  counsel
for uniView  in  customary form required to register the securities  with
the Securities  Exchange  Commission,  and  (ii)  use its best efforts to
furnish a "cold  comfort" letter  addressed  to  each  Selling Holder, if
permissible under  applicable  accounting  practices, and signed  by  the
independent public  accountants  who  have  audited  uniView's  financial
statements included in  such  registration statement, in each  such  case
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covering substantially the same matters with respect to such registration
statement  (and  the  prospectus included  therein)  as  are  customarily
covered  in  opinions  of  issuer's counsel and in  accountants'  letters
delivered  to underwriters in underwritten public offerings of securities
and such other matters as the Selling Holders may reasonably request and,
in  the  case  of  such  accountants'  letter,  with  respect  to  events
subsequent to the date of such financial statements;

          (6)  immediately notify the Selling Holders in  writing  (i) at
any time when a prospectus relating to a registration pursuant to Section
2 or 3 hereof 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
Holders (subject to Section 4 hereof) promptly prepare and furnish to the
Selling Holders 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;

          (7)  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 uniView is then  listed, with expenses in connection therewith  to  be
paid in accordance with Section 4 hereof; and

          (8)  furnish unlegended certificates representing ownership  of
the Registrable  Securities  being sold in such  denominations  as  shall
be requested by the Selling  Holders or the  underwriters  with  expenses
therewith to be paid in accordance with Section 4 hereof.

     6.   Underwriting, Due Diligence.

          (1)  If requested  by  the  underwriters  for any  underwritten
offering of Registrable  Securities  pursuant to a registration requested
under this Agreement,  uniView shall enter into an underwriting agreement
with such underwriters  for such offering,  such  agreement  to   contain
such representations  and  warranties by uniView  and  such  other  terms
and  provisions  as are customarily  contained in underwriting agreements
with respect to secondary distributions, including,  without  limitation,
indemnities  and  contribution substantially to the  effect  and  to  the
extent  provided  in Section 7 hereof and the provision  of  opinions  of
counsel and accountants' letters to the effect and to the extent provided
in  Section  5(e)  hereof.   The  Selling Holders  on  whose  behalf  the
Registrable  Securities are to be distributed by such underwriters  shall
be parties to any such underwriting agreement and the representations and
warranties  by, and the other agreements on the part of, uniView  to  and
for  the benefit of such underwriters, shall also be made to and for  the
benefit of such Selling Holders.  Such underwriting agreement shall  also
contain  such  representations and warranties by the Selling  Holders  on
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whose  behalf  the  Registrable Securities are to be distributed  as  are
customarily  contained  in  underwriting  agreements  with   respect   to
secondary distributions.  Selling Holders may require that any additional
securities  included in an offering proposed by a Holder be  included  on
the  same  terms  and conditions as the Registrable Securities  that  are
included therein.

          (2)  In the event that any  registration  pursuant to Section 2
shall involve, in whole or in part, an underwritten offering, uniView may
require the Registrable Securities requested to be registered pursuant to
Section  2  to  be included in such underwriting on the  same  terms  and
conditions  as  shall  be applicable to the other securities  being  sold
through  underwriters  under  such registration.   If  requested  by  the
underwriters for such underwritten offering, the Selling Holders on whose
behalf the Registrable Securities are to be distributed shall enter  into
an  underwriting  agreement  with such underwriters,  such  agreement  to
contain  such representations and warranties by the Selling  Holders  and
such  other  terms  and  provisions  as  are  customarily  contained   in
underwriting   agreements   with  respect  to  secondary   distributions,
including, without limitation, indemnities and contribution substantially
to  the  effect  and to the extent provided in Section  7  hereof.   Such
underwriting  agreement  shall  also  contain  such  representations  and
warranties  by uniView and such other person or entity for whose  account
securities  are being sold in such offering as are customarily  contained
in underwriting agreements with respect to secondary distributions.

          (3)  In  connection  with  the  preparation  and filing of each
registration  statement  registering  Registrable  Securities  under  the
Securities  Act, uniView  shall  give,  subject to all parties  executing
confidentiality agreements with uniView on terms reasonably acceptable to
uniView, the Holders of such Registrable Securities and the underwriters,
if any, and their respective counsel and accountants, such reasonable and
customary  access  to  its  books  and records  and such opportunities to
discuss the business of uniView with its  officers  and  the  independent
public accountants who have  certified  uniView's financial statements as
shall be necessary, in the opinion of such Holder and  such  underwriters
or their respective counsel, to conduct a reasonable investigation within
the meaning of the Securities Act.

          (4)  uniView may  require  each  Selling  Holder of Registrable
Securities as to  which  any  Registration  is being  effected to furnish
uniView  with  a  properly  completed  and  executed selling  shareholder
questionnaire  in  customary  form  and  substance  as  may be reasonably
requested  by  uniView  and   such  information  regarding  the  proposed
disposition of such securities as uniView may from time to time reasonably
request in writing. In  addition, with respect to any underwritten offering,
each Selling Holder of Registrable Securities shall furnish such customary
and reasonable documents as the lead underwriter  may  request,  including
custodial agreements and powers of attorney.

          (5)  Each Holder of Registrable Securities agrees by acquisition
of such Registrable  Securities that, upon receipt of written notice from
uniView of the occurrence of any event of the kind described in subsection
5(f) which  written  notice  specifically references such subsection  and
this subsection 6(e), such Holder will as promptly as possible discontinue
disposition  of  the Registrable Securities pursuant to the  Registration
Statement  until  such Holder's receipt of copies of the supplemented  or
amended  Prospectus as contemplated by subsection 5(f)  or  until  it  is
advised  in  writing  by uniView that the use of the  Prospectus  may  be
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resumed,  and  has  received  copies of any  additional  or  supplemental
filings  that are incorporated by reference in the Prospectus  (which  in
each  case shall be provided as promptly as practicable but in any  event
within  60 days in the event of a registration pursuant to Section 3(a)),
and,  if so directed by uniView, such Holder will deliver to uniView  all
copies,   other  than  permanent  file  copies,  then  in  such  Holder's
possession of the Prospectus covering such Registrable Securities current
at the time of receipt of such notice.



     7.   Indemnification and Contribution.

          (1)  In the case of each offering of Registrable Securities made
pursuant to this Agreement, uniView agrees to indemnify and hold  harmless
each  Holder,  its  officers,  directors,  agents  and  Affiliates,  each
underwriter of Registrable Securities so offered and each person, if any,
who controls any of the foregoing  persons  within  the  meaning  of  the
Securities Act, from and against any and all claims, liabilities, losses,
damages, expenses and judgments, joint or several, to which they  or  any
of  them  may  become  subject, under the Securities  Act  or  otherwise,
including  any amount paid in settlement of any litigation  commenced  or
threatened, and shall promptly reimburse them, as and when incurred,  for
any  legal  or  other  expenses  incurred  by  them  in  connection  with
investigating  any  claims  and defending any actions,  insofar  as  such
losses,  claims, damages, liabilities or actions shall arise out  of,  or
shall be based upon, any untrue statement or alleged untrue statement  of
a  material  fact  contained in the registration  statement  (or  in  any
preliminary  or  final  prospectus included  therein)  or  any  amendment
thereof  or  supplement  thereto,  or in  any  document  incorporated  by
reference therein, or any omission or alleged omission to state therein a
material  fact  required to be stated therein or necessary  to  make  the
statements therein not misleading; provided, however, that uniView  shall
not  be liable to a particular Holder in any such case to the extent that
any  such loss, claim, damage, liability or action arises out of,  or  is
based  upon,  any  untrue statement or alleged untrue statement,  or  any
omission, if such statement or omission shall have been made in  reliance
upon and in conformity with information relating to such Holder furnished
to uniView in writing by or on behalf of such Holder specifically for use
in  the  preparation of the registration statement (or in any preliminary
or  final  prospectus  included therein)  or  any  amendment  thereof  or
supplement thereto.  Such indemnity shall remain in full force and effect
regardless  of  any investigation made by or on behalf of  a  Holder  and
shall  survive the transfer of such securities.  The foregoing  indemnity
agreement  is  in addition to any liability which uniView  may  otherwise
have to each Holder, its officers and directors, members and managers, as
the  case  may  be,  underwriters of the Registrable  Securities  or  any
controlling person of the foregoing; provided, further, that, as  to  any
underwriter or any person controlling any underwriter or Selling  Holder,
this  indemnity does not apply to any loss, liability, claim,  damage  or
expense  arising  out  of or based upon any untrue statement  or  alleged
untrue  statement  or  omission or alleged omission  in  any  preliminary
prospectus  if  a copy of a prospectus was not sent or  given  by  or  on
behalf of an underwriter or Selling Holder to such person asserting  such
loss,  claim,  damage,  liability or action at or prior  to  the  written
confirmation of the sale of the Registrable Securities as required by the
Securities  Act and such untrue statement or omission had been  corrected
in such prospectus.
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          (2)  In the case of each offering made pursuant to this Agreement,
each Holder  of  Registrable  Securities  included  in  such  offering,  by
exercising its registration rights hereunder, agrees to indemnify and hold
harmless uniView, its officers, directors, agents and Affiliates and each
person, if any, who controls any of the foregoing within the  meaning  of
the Securities Act (and if requested by the underwriters, each underwriter
who  participates in the offering and each person, if any,  who  controls
any  such underwriter within the meaning of the Securities Act), from and
against  any  and all claims, liabilities, losses, damages, expenses  and
judgments,  joint  or several, to which they or any of  them  may  become
subject under the Securities Act or otherwise, including any amount  paid
in  settlement  of  any  litigation commenced or  threatened,  and  shall
promptly  reimburse them, as and when incurred, for any reasonable  legal
or  other expenses incurred by them in connection with investigating  any
claims  and  defending any actions, insofar as any such  losses,  claims,
damages,  liabilities or actions shall arise out of, or  shall  be  based
upon, any untrue statement or alleged untrue statement of a material fact
contained in the registration statement (or in any preliminary  or  final
prospectus  included  therein)  or any amendment  thereof  or  supplement
thereto,  or any omission or alleged omission to state therein a material
fact relating to the Holder required to be stated therein or necessary to
make the statements therein not misleading, but in each case only to  the
extent that such untrue statement of a material fact is contained in,  or
such  material  fact relating to the Holder is omitted from,  information
relating  to such Holder furnished in writing to uniView by or on  behalf
of   such  Holder  specifically  for  use  in  the  preparation  of  such
registration  statement  (or  in  any  preliminary  or  final  prospectus
included  therein).   The  foregoing indemnity  is  in  addition  to  any
liability which such Holder may otherwise have to uniView, or any of  its
directors, officers or controlling persons; provided, however,  that,  as
to  any  underwriter  or  any person controlling  any  underwriter,  this
indemnity does not apply to any loss, liability, claim, damage or expense
arising  out  of  or  based upon any untrue statement or  alleged  untrue
statement  or omission or alleged omission in any preliminary  prospectus
if  a copy of a prospectus was not sent to or given by or on behalf of an
underwriter to such person asserting such loss, claim, damage,  liability
or  action  at or prior to the written confirmation of the  sale  of  the
Registrable Securities as required by the Securities Act and such  untrue
statement or omission had been corrected in such prospectus.

          (3)  Procedure for Indemnification. Each party indemnified under
paragraph  (a) or (b) of this Section 7 shall, promptly after receipt  of
notice  of  any  claim  or the commencement of any  action  against  such
indemnified party in respect of which indemnity may be sought, notify the
indemnifying  party in writing of the claim or the commencement  thereof;
provided  that  the failure to notify the indemnifying  party  shall  not
relieve  it from any liability which it may have to an indemnified  party
on  account of the indemnity agreement contained in paragraph (a) or  (b)
of this Section 7, except to the extent (and only to the extent) that the
indemnifying party was prejudiced by such failure, and in no event  shall
relieve the indemnifying party from any other liability which it may have
to  such indemnified party.  If any such claim or action shall be brought
against an indemnified party, and it shall notify the indemnifying  party
thereof, the indemnifying party shall be entitled to participate therein,
and,  to  the  extent  that it wishes, jointly with any  other  similarly
notified  indemnifying party, to assume the defense thereof with  counsel
reasonably  satisfactory to the indemnified party, but only upon  written
acknowledgment from the indemnified party that the matter for  which  the
<PAGE>
defense  is  assumed is an indemnifiable obligation of  the  indemnifying
party under this Agreement.  After notice from the indemnifying party  to
the indemnified party of its election to assume the defense of such claim
or  action, the indemnifying party shall not be liable to the indemnified
party  under  this Section 7 for any legal or other expenses subsequently
incurred by the indemnified party in connection with the defense  thereof
other  than  reasonable  costs  of  investigation;  provided  that   each
indemnified  party, its officers and directors, if any, and each  person,
if  any,  who controls such indemnified party within the meaning  of  the
Securities  Act,  shall  have  the  right  to  employ  separate   counsel
reasonably  approved by the indemnifying party to represent them  if  the
named  parties  to  any action (including any impleaded parties)  include
both such indemnified party and an indemnifying party or an affiliate  of
an indemnifying party, and such indemnified party shall have been advised
by  counsel that a conflict may exist between such indemnified party  and
such indemnifying party or such affiliate, and in that event the fees and
expenses  of  one such separate counsel for all such indemnified  parties
shall  be paid by the indemnifying party.  An indemnified party will  not
enter  into  any  settlement  agreement which  is  not  approved  by  the
indemnifying  party, such approval not to be unreasonably withheld.   The
indemnifying party may not agree to any settlement of any such  claim  or
action  which  provides  for  any remedy or relief  other  than  monetary
damages  for which the indemnifying party shall be responsible hereunder,
without the prior written consent of the indemnified party, which consent
shall  not be unreasonably withheld.  In any action hereunder as to which
the  indemnifying  party  has assumed the defense  thereof  with  counsel
reasonably  satisfactory to the indemnified party, the indemnified  party
shall continue to be entitled to participate in the defense thereof, with
counsel  of  its  own  choice,  but,  except  as  set  forth  above,  the
indemnifying  party  shall not be obligated hereunder  to  reimburse  the
indemnified  party  for  the  costs  thereof.   In  all  instances,   the
indemnified  party shall cooperate fully with the indemnifying  party  or
its counsel in the defense of each claim or action.

     If  the indemnification provided for in this Section 7 shall for any
reason  be  unavailable to an indemnified party in respect of  any  loss,
claim, damage or liability, or any action in respect thereof, referred to
herein, then each indemnifying party shall, in lieu of indemnifying  such
indemnified  party,  contribute to the amount paid  or  payable  by  such
indemnified  party as a result of such loss, claim, damage or  liability,
or  action in respect thereof, in such proportion as shall be appropriate
to  reflect the relative fault of the indemnifying party on the one  hand
and the indemnified party on the other with respect to the statements  or
omissions  which  resulted in such loss, claim, damage or  liability,  or
action  in  respect  thereof,  as well as any  other  relevant  equitable
considerations.  The relative fault shall be determined by  reference  to
whether  the  untrue or alleged untrue statement of a  material  fact  or
omission  or  alleged  omission  to state  a  material  fact  relates  to
information  supplied by the indemnifying party on the one  hand  or  the
indemnified  party  on  the other, the intent of the  parties  and  their
relative  knowledge, access to information and opportunity to correct  or
prevent  such  statement  or  omission,  but  not  by  reference  to  any
indemnified  party's  stock ownership in uniView.   The  amount  paid  or
payable by an indemnified party as a result of the loss, claim, damage or
liability,  or  action  in respect thereof, referred  to  above  in  this
paragraph shall be deemed to include, for purposes of this paragraph, any
legal or other expenses reasonably incurred by such indemnified party  in
<PAGE>
connection with investigating or defending any such action or claim.   No
person  guilty  of fraudulent misrepresentation (within  the  meaning  of
Section  11(f)  of the Securities Act) shall be entitled to  contribution
from any person who was not guilty of such fraudulent misrepresentation.

     8.   Rule 144.  uniView shall take such measures and timely file such
information, documents and reports as shall be required by the SEC  as  a
condition  to  the availability of Rule 144 and to remain  in  compliance
with  the Securities Exchange Act of 1934, as amended, and the rules  and
regulations promulgated thereunder.

     9.   Transfer of Registration Rights. The rights of the holders under
this  Agreement  with  respect  to  any  Registrable  Securities  may  be
transferred  to any transferee of such Registrable Securities;  provided,
however,  that uniView is given written notice by the holder at or  prior
to  the  time  of  such  transfer stating the name  and  address  of  the
transferee  and  identifying the securities with  respect  to  which  the
rights under this Agreement are being assigned.

     10.  Rights Which May Be Granted to Other Persons.  uniView shall not
grant  any   person registration rights which shall in any way whatsoever
impair the priority of the registration rights granted in this Agreement.

     11.  Limitation on Sales.  Holders shall sell no more than an
aggregate of 10,000 shares of Common Stock during any seven-day period.

     12.  Miscellaneous.

          (1)  Injunctions.  Each  party  acknowledges  and  agrees  that
irreparable damage would occur  in  the event that any of the  provisions
of this Agreement was not performed in accordance with its specific terms
or was otherwise  breached.  Therefore, each party shall be  entitled  to
an injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically the terms and provisions hereof  in
any court having jurisdiction, such remedy being in addition to any other
remedy to which such party may be entitled at law or in equity.

          (2)  Severability.  If  any term or provision of this Agreement
shall be held by a court of competent jurisdiction to  be  invalid,  void
or unenforceable, the  remainder  of  the  terms and provisions set forth
herein shall  remain  in  full  force  and  effect and shall in no way be
affected, impaired or invalidated, and each of the parties shall use  its
best efforts to find and employ an alternative means to achieve the  same
or substantially the same  result as that contemplated by  such  term  or
provision.

          (3)  Further Assurances.  Subject to the specific terms of this
Agreement,  each  of the parties hereto shall make, execute,  acknowledge
and deliver such other instruments and documents, and take all such other
actions,  as  may  be  reasonably required in  order  to  effectuate  the
purposes   of   this   Agreement  and  to  consummate  the   transactions
contemplated hereby.
<PAGE>
          (4)  Waivers, etc.  No  failure  or delay on the part of either
party (or the  intended  third-party beneficiaries referred to herein) in
exercising any power or right hereunder shall operate as a waiver thereof,
nor shall any  single  or  partial  exercise of any such right  or  power,
or any abandonment or discontinuance of steps to enforce such a right  or
power preclude any  other or further exercise thereof or the exercise  of
any other  right or power.  No modification or waiver of any provision of
this Agreement nor consent to any departure therefrom shall in any event be
effective unless the same shall be in writing and signed by an authorized
officer of each of the parties, and then such waiver or consent shall  be
effective  only  in the specific instance and for the purpose  for  which
given.

          (5)  Entire  Agreement.  This  Agreement  contains  the  entire
understanding of the parties with  respect to its subject matter.    This
Agreement supersedes  all prior agreements and understandings between the
parties, whether written or oral, with respect to the subject matter hereof.
The paragraph  headings  contained  in  this  Agreement are for reference
purposes only,  and  shall  not  affect  in any  manner  the  meaning  or
interpretation of this Agreement.

          (6)  Counterparts.  For  the  convenience  of the parties, this
Agreement may   be  executed in any number of counterparts, each of which
shall be deemed  to be an original but all of which together shall be one
and the same instrument.

          (7)  Amendment.  This Agreement may be amended only by a written
instrument duly executed by an authorized officer of each of uniView  and
the Holders of at least 51% of the Registrable Securities.

          (8)  Notices.  Unless  expressly  provided 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 telex or  telecopier, once such notice or other communication is
transmitted to the  telex  or telecopier  number  specified below 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:

               if to Softgen Group:

               Softgen International, Inc.
               8150 N. Central Expressway, Suite 1201
               Dallas, Texas 75206
               Attention:  Leslie Leland, President
               Telecopy:  (214) 346-0688

               if to uniView:

               uniView Technologies Corporation
               10911 Petal Street
               Dallas, Texas  75201
               Attn: Billy J. Robinson, General Counsel
               Telecopy: (214) 503-8523
<PAGE>
          (9)  Governing Law. This Agreement  is  executed by uniView in,
and shall be construed in accordance with and governed by the laws of the
State of Texas without giving effect to the principles  of  conflicts  of
laws thereof.

          (10) Assignment. This Agreement shall be binding upon and inure
to the benefit  of  and  be enforceable  by  the parties hereto and their
respective successors and assigns.  In addition, and whether or  not  any
express assignment shall have been made, the provisions of this Agreement
which are  for  the  benefit of the Holders of Registrable Securities  as
such shall be for the benefit of and enforceable by any subsequent holder
of any Registrable Securities, subject to the provisions  respecting  the
minimum  numbers  or  percentages  of shares  of  Registrable  Securities
required  in  order  to be entitled to certain rights,  or  take  certain
actions contained herein.

          (11) Best Efforts.  As  used  herein,  the  term "best efforts"
shall not obligate  a  party  to expend  material funds or incur material
liabilities not otherwise contemplated under this Agreement to achieve an
end.

          IN  WITNESS WHEREOF, uniView and Softgen Group have caused this
Agreement  to be duly executed by their authorized representative  as  of
the date first above written.

                              UNIVIEW:

                              UNIVIEW TECHNOLOGIES CORPORATION


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


                              SOFTGEN GROUP:

                              SOFTGEN INTERNATIONAL, INC.


                              By:  /s/  Leslie Leland
                              Name:  Leslie Leland
                              Title:    President


Softgen Shareholders:


_/S/  Cameron E. Hurst   _/s/  Leslie Leland_____
Cameron E. Hurst         Leslie Leland


Nations Corp. Ltd.


By: __/s/  D. Ronald Allen___
     D. Ronald Allen
     Attorney in Fact