EXHIBIT 10.5


                             EMPLOYMENT CONTRACT


      By this Agreement, uniView  Technologies Corporation (the  "Employer"),
 located at  17300 North  Dallas Parkway,  Suite 2050,  Dallas, Texas  75248,
 employs Leslie  Leland  (the  "Employee"), who  accepts  employment  on  the
 following terms and conditions:


                        ARTICLE 1:  TERM OF EMPLOYMENT


      1.01.     Term.  The term of this Agreement shall begin on the date  of
 its execution, and shall terminate on June 30, 2002.  Upon expiration of the
 term, this Agreement  may be  renewed by  mutual agreement  of the  parties.
 This Agreement supersedes the Employment  contract between the Employee  and
 uniView Softgen Corporation dated as of July 14, 2000.


                        ARTICLE 2:  DUTIES OF EMPLOYEE


      2.01.     Duties.  The Employee shall serve as the Employer's President
 and shall  perform  all duties  commonly  discharged  by a  person  in  such
 position and such other duties of a  similar nature as may be required  from
 time to time by  the Employer.  If  the Employee is  elected or appointed  a
 director of the Employer, the Employee shall serve in such capacity  without
 further compensation.  Nothing shall be  construed, however, to require  the
 Employee's election or appointment as a director.

      2.02.     Satisfactory Performance of  Duties.  The  employment of  the
 Employee shall  continue  only as  long  as  the services  rendered  by  the
 Employee are satisfactory to the Employer, regardless of any other provision
 contained in this Agreement.   The Employer  shall be the  sole judge as  to
 whether the services of the Employee are satisfactory.

      2.03.     Company Policy.   The Employee agrees  to perform her  duties
 under this Agreement in  accordance with Employer's  company policy as  such
 policy may be implemented or modified from  time to time during the term  of
 this Agreement.  Violation of any  material provision of any company  policy
 shall constitute good cause for termination of the services of the  Employee
 under this Agreement.

      2.04.     Indemnification.   The  Employee  shall  indemnify  and  hold
 harmless the Employer  from all liability  from loss, damage,  or injury  to
 persons or  property resulting  from the  negligence  or misconduct  of  the
 Employee committed in the scope of the Employee's employment.


                           ARTICLE 3:  COMPENSATION


      3.01.     Basic Compensation.   As base compensation  for all  services
 rendered under this Agreement, the Employer shall pay to the Employee a base
 salary of $100,000 per year until March 31, 2001, increasing to $160,000 per
 year on April  1, 2001, payable  in equal biweekly  installments during  the
 period of  employment,  which shall  be  subject to  withholding  and  other
 applicable taxes.    The amount  paid  is to  be  prorated for  any  partial
 employment period.  Thereafter, at the  sole discretion of Employer's  Board
 of Directors, Employee may receive reasonable  increases in her base  salary
 commensurate with Employee's performance and Employer's performance.


                  ARTICLE 4:  EMPLOYEE BENEFITS AND BONUSES


      4.01.     Payment of  Medical  and  Dental  Insurance  Premiums.    The
 Employer agrees to pay all of  the Employee's insurance premiums  (including
 dependent coverage, if elected by Employee).

      4.02.     Automobile.  The Employer recognizes the Employee's  need for
 an automobile  for  business  purposes.   It  shall  therefore  provide  the
 Employee with a monthly automobile allowance of $600 during the term of this
 Agreement,  in  addition to  the compensation  set  forth hereinabove.   The
 Employee agrees to furnish a properly  registered automobile for all of  the
 Employee's  transportation  needs  required  for  the  performance  of   the
 Employee's duties under this  Agreement and to  pay all expenses,  including
 all related maintenance, repairs, insurance, and other costs.  At all  times
 during the term of this Agreement, the Employee shall keep in full force and
 effect at  the Employee's  sole expense  automobile insurance  on each  such
 automobile owned by the Employee that is used  at any time to carry out  any
 of the  duties  of employment.    Each such  policy  must be  issued  by  an
 insurance company and with such minimum  limits acceptable to the  Employer.
 Violation by  Employee  of  the terms  contained  in  this  Paragraph  shall
 constitute good cause for termination of the services of the Employee  under
 this Agreement.

      4.03.     Death Benefit.  If the Employee dies during the term of  this
 Agreement, the Employer shall pay to the Employee's estate the  compensation
 that would otherwise be payable to the Employee  up to the end of the  month
 in which her  death occurs.   In addition, within  thirty (30)  days of  the
 Employee's death, the Employer  shall pay an amount  equivalent to four  (4)
 months of Employee's base salary to the Employee's surviving spouse, or,  if
 her spouse is not then living, to the Employee's surviving children in equal
 shares, or, if there are no surviving children, to the Employee's estate.

      4.04.     Nonstatutory Stock Options.  Grant of employment Option.   By
 this Paragraph, the Employer agrees that twelve (12) months from the date of
 this Agreement it  will grant to  the Employee an  option (the "Option")  to
 purchase 100,000  shares of  common stock  of UVEW  (or successor)  ("Common
 Shares") at  a  purchase  price  of  Eighty-one  Cents  ($0.81)  per  share,
 representing the five day average closing sale price of the common stock  as
 of the  close of  business on  February 12,  2001.   The Option  shall  vest
 immediately upon grant and may be exercised in whole or in part at any  time
 within five (5) years from date of grant.

      4.04.1.   Grant of incentive Option.   By this Paragraph, the  Employer
 agrees that three (3) months after  the Employer's stock price achieves  the
 following levels, it will grant to the Employee an option (the "Option")  to
 purchase the following Common Shares:  50,000 shares after achieving a stock
 price of $4 per share; 50,000 shares after achieving a stock price of $6 per
 share; and 50,000  shares after  achieving a stock  price of  $8 per  share.
 Such Options shall vest immediately upon grant and may be exercised in whole
 or in part at an exercise price of Two Dollars ($2.00) per share at any time
 within five (5) years from date of grant.

      4.04.2.   Description of Option.  It is agreed that the Employee  shall
 not have any of the rights of, nor be treated as, a shareholder with respect
 to the shares subject  to this Option until  the Employee has exercised  the
 Option, delivery of the stock certificates for such shares has been made  to
 the Employee, and the Employee has become the shareholder of record of  such
 shares.  No part of this Option shall be transferable otherwise than by will
 or the laws of descent and distribution, and any portion of this Option  may
 be  exercised,  during the  lifetime of  the  Employee, only  by  her.  More
 particularly (but without  limiting the  generality of  the foregoing),  any
 portion of this Option may not be assigned, transferred (except as  provided
 above), pledged, or  hypothecated in  any way,  shall not  be assignable  by
 operation of law,  and shall  not be  subject to  execution, attachment,  or
 similar process.  Any attempted assignment, transfer, pledge, hypothecation,
 or other  disposition  of  any  portion  of  this  Option  contrary  to  the
 provisions hereof, and  the levy of  any execution,  attachment, or  similar
 process upon this Option, shall be null and void and without effect.  In the
 event of the  Employee's death  during the term  of this  Option, then  this
 Option may be  exercised by her  executors, administrators,  or other  legal
 representatives, heirs,  legatees, next  of kin,  or distributees.   In  the
 event of any termination of this Agreement  that is either (a) for cause  or
 (b) voluntary on the  part of the  Employee and without  the consent of  the
 Employer, any unvested portion of the Option shall immediately terminate.

      4.04.3.   Method of  exercising vested  portion of  the Option.    Such
 Option may be exercised, in whole at any time or in part from time to  time,
 by giving to UVEW notice in  writing to that effect.   Within ten (10)  days
 after the receipt by  it of notice  of exercise of  such Option, UVEW  shall
 cause certificates  for the  number of  shares with  respect to  which  such
 Option is exercised to be issued in  the name of Employee or her  executors,
 administrators, or  other legal  representatives, heirs,  legatees, next  of
 kin, or distributees, and to be delivered to the Employee or her  executors,
 administrators, or  other legal  representatives, heirs,  legatees, next  of
 kin, or distributees.   Payment of  the purchase price  for the shares  with
 respect to which such  Option is exercised  shall be made  to UVEW upon  the
 exercise of  such  Option.   In  lieu of  delivering  physical  certificates
 representing the  shares issuable  upon exercise,  provided UVEW's  transfer
 agent  is  participating  in  the  Depository  Trust  Company  ("DTC")  Fast
 Automated  Securities  Transfer  ("FAST")  program,  upon  request  of   the
 Employee, UVEW agrees to use its best efforts to cause its transfer agent to
 electronically transmit  the  Common Stock  issuable  upon exercise  to  the
 Employee by crediting the  account of the Employee's  prime broker with  DTC
 through its Deposit Withdrawal Agent Commission ("DWAC") system.

      4.04.4.   Changes in capital structure.  If  all or any portion of  the
 Option shall  be  exercised  subsequent to  any  share  dividend,  split-up,
 recapitalization, merger, consolidation, combination or exchange of  shares,
 separation, reorganization, or liquidation occurring after the date  hereof,
 as a result  of which  shares of any  class shall  be issued  in respect  of
 outstanding Common Shares or Common Shares shall be changed into the same or
 a different number of shares  of the same or  another class or classes,  the
 person or persons so exercising the Option shall receive, for the  aggregate
 price paid upon  such exercise,  the aggregate  number and  class of  shares
 which, if  Common  Shares  (as  authorized at  the  date  hereof)  had  been
 purchased at the date hereof for the  same aggregate price (on the basis  of
 the price per  share set forth  above) and had  not been  disposed of,  such
 person or persons  would be  holding, at  the time  of such  exercise, as  a
 result  of  such   purchase  and  all   such  share  dividends,   split-ups,
 recapitalizations, mergers,  consolidations,  combinations or  exchanges  of
 shares, separations,  reorganizations, or  liquidations; provided,  however,
 that no fractional  share shall be  issued upon any  such exercise, and  the
 aggregate price  paid  shall be  appropriately  reduced on  account  of  any
 fractional share not issued.

      4.04.5.   Representation as to investment intent.  The exercise of such
 Option and the delivery of the shares subject to it will be contingent  upon
 UVEW being  furnished  by  Employee, her  legal  representatives,  or  other
 persons entitled to exercise such Option a statement in writing that at  the
 time of such exercise  it is her  or their intention  to acquire the  shares
 being purchased  solely for  investment  purposes and  not  with a  view  to
 distribution.

      4.04.6.   Nonstatutory Stock  Option.    The  Option  granted  in  this
 Paragraph is intended not to qualify as an incentive stock Option within the
 meaning of Section 422 of the Internal Revenue Code of 1986 and shall be  so
 construed.

      4.05.     Other Benefits.    During  the term  of  this  Agreement  the
 Employee shall be entitled to participate in the Employer's 401(k) Plan, any
 hospital, surgical, medical, disability, and dental benefit plan adopted  by
 the Employer,  and shall  be  entitled to  an  annual vacation  leave,  paid
 holidays, paid sick leave, and other benefits in accordance with  Employer's
 company policy.   The  Employee may  be  entitled to  receive, in  the  sole
 discretion of  the Employer's  Board of  Directors, such  other benefits  or
 bonuses as may from time to time be declared by such Board.


          ARTICLE 5:  REIMBURSEMENT OF EXPENSES INCURRED BY EMPLOYEE


      5.01.     Business Expenses.    The  Employee is  authorized  to  incur
 reasonable business expenses in performing her duties of employment and  for
 promoting the  Employer's business,  including expenses  for  entertainment,
 travel, and similar items.  The Employer will reimburse the Employee for all
 such expenses  upon  the Employee's  periodic  presentation of  an  itemized
 account of such expenditures and supporting documentation.


                     ARTICLE 6:  OBLIGATIONS OF EMPLOYER


      6.01.     Indemnification of  Losses of  Employee.   Except for  losses
 arising from the  Employee's negligence  or misconduct,  the Employer  shall
 indemnify the Employee for all losses sustained by the Employee as a  direct
 result of the discharge of her duties required by this Agreement.

      6.02.     Working Conditions.  The  Employer will provide the  Employee
 with a private office, secretarial and stenographic services, and any  other
 facilities and  services  as are  suitable  to the  Employee's  position  or
 required for the performance of her duties.


      ARTICLE 7:  EMPLOYEE'S OBLIGATIONS OTHER THAN TO PERFORM SERVICES


      7.01.     Noncompetition  By  Employee.    During  the  term  of   this
 Agreement and for two (2) years following the termination herof ("Restricted
 Period"), the  Employee shall  not, directly  or  indirectly, either  as  an
 employee, employer,  consultant,  agent,  principal,  partner,  stockholder,
 corporate officer, director,  or in any  other individual or  representative
 capacity, engage or participate  in any business that  is in competition  in
 any manner whatever  with the  business of  the Employer  or its  Affiliates
 (defined as, any  person or entity  directly or indirectly  (through one  or
 more intermediaries) controlling, controlled by or under common control with
 Employer) in any location or geographical area in which the Employer or  any
 of its Affiliates is engaged  in such business, so  long as the Employer  or
 any of its  Affiliates, or  any successor in  interest to  the business  and
 goodwill of the Employer or any  of its Affiliates, remains engaged in  such
 business in any such location or  geographical area or continues to  solicit
 customers or  potential  customers  therein;  provided,  however,  that  the
 Employee  may  own,  directly  or  indirectly,  solely  as  an   investment,
 securities of  any  person  which are  traded  on  any  national  securities
 exchange if the Employee (i) is not a controlling person of, or a member  of
 a group which controls, such person or (ii) does not, directly or indirectly
 own one  percent  or  more  of  any class  of  securities  of  such  person.
 Violation of the terms contained in this Article shall constitute good cause
 for termination of the services of the Employee under this Agreement and for
 the implementation of other remedies provided herein.

      7.01.1.   Solicitation of Business/Other Injurious Activities.
 During the Restricted Period, the Employee  shall not solicit or assist  any
 other person to solicit any business (other than for the Employer) from  any
 present or  past customer  of the  Employer  or any  of its  Affiliates;  or
 request or advise any present or future  customer of the Employer or any  of
 its Affiliates to withdraw, curtail or cancel its business dealings with the
 Employer or any of its Affiliates; or commit any other act or assist  others
 to commit any other act which might  injure the business of the Employer  or
 any of its Affiliates.

      7.01.2.   Employees.  During the Restricted Period, the Employee  shall
 not directly or  indirectly (i)  solicit or  encourage any  employee of  the
 Employer or any of its Affiliates to leave the employ of any such entity  or
 (ii) hire any employee who has left the employment of the Employer or any of
 its Affiliates if such hiring is proposed to occur within one year after the
 termination of  such employee's  employment with  the Employer  or any  such
 Affiliate.

      7.01.3.   Consultants.   During  the Restricted  Period,  the  Employee
 shall not directly or  indirectly solicit or  encourage any consultant  then
 under contract with the Employer or any of its Affiliates to cease work with
 such entity.

      7.02.     Confidential Information and Trade Secrets.  During the  term
 of employment, the  Employee will have  access to and  become familiar  with
 various confidential matters and trade secrets known to her relating to  the
 business and operations  of the Employer  and shall,  during the  Restricted
 Period, keep secret and retain in strictest confidence all such confidential
 information and  trade  secrets,  including,  without  limitation,  customer
 lists, pricing policies, operational methods, marketing plans or strategies,
 product development  techniques or  plans, business  acquisition plans,  new
 personnel acquisition  plans, methods  of manufacture,  formulas,  technical
 processes, designs  and design  projects, invention  and research  projects,
 devices, and compilations of  information, records, and specifications,  and
 other business  affairs  relating to  the  business and  operations  of  the
 Employer learned  by the  Employee heretofore  or hereafter,  and shall  not
 disclose them, directly or indirectly, to anyone outside of the Employer and
 its Affiliates, nor  use them in  any way, either  during the  term of  this
 Agreement or at any time thereafter, except as required in the course of her
 employment or upon the Employer's express prior written consent.  All files,
 records, documents, drawings, specifications,  equipment, and similar  items
 relating to the  business of the  Employer, whether or  not prepared by  the
 Employee, shall remain the exclusive property of the Employer and shall  not
 be removed from the premises of the Employer under any circumstances without
 the prior written consent of the Employer.  Except as otherwise provided  in
 this Agreement, on the  termination of employment  or whenever requested  by
 the Employer, the Employee shall immediately deliver to the Employer in good
 condition, ordinary wear and tear excepted,  all property in the  Employee's
 possession or under the Employee's control belonging to the Employer.

      7.03.     Rights and Remedies Upon Breach.   If the Employee  breaches,
 or threatens to commit a breach of,  any of the covenants contained in  this
 Article, the Employer shall have the following rights and remedies, each  of
 which rights and remedies shall be in addition  to, and not in lieu of,  any
 other rights and remedies available to the Employer under law or in equity:

      7.03.1.   Specific Performance.    The right  and  remedy to  have  the
 covenants specifically enforced by any court having equity jurisdiction, all
 without the need to post a bond or any other security or to prove any amount
 of actual damage or that money damages would not provide an adequate remedy,
 it being acknowledged and agreed that  any such breach or threatened  breach
 will cause irreparable injury to the Employer and that monetary damages will
 not provide adequate remedy to the Employer; and

      7.03.2.   Accounting and  Indemnification.   The  right and  remedy  to
 require the Employee (i)  to account for  and pay over  to the Employer  all
 compensation,  profits,  monies,  accruals,  increments  or  other  benefits
 derived or received by  the Employee or any  associated party deriving  such
 benefits as the  result of any  such breach of  the covenants;  and (ii)  to
 indemnify the Employer against any other losses, damages (including  special
 and consequential damages), costs  and expenses, including actual  attorneys
 fees and court costs, which may be incurred by the Employer and which result
 from or arise out of any such breach or threatened breach of the covenants.

      7.04.     Severability of  Covenants/Blue  Pencilling.   If  any  court
 determines that any of the covenants contained in this Article, or any  part
 thereof, is invalid or unenforceable, the  remainder of the covenants  shall
 not thereby be affected  and shall be given  full effect, without regard  to
 the invalid portions.  If any court determines that any of the covenants, or
 any part thereof, is unenforceable because of the duration of such provision
 or the area covered thereby, such court  shall have the power to reduce  the
 duration or area of such provision and, in its reduced form, such  provision
 shall then be enforceable and shall be enforced. The Employee hereby  waives
 any and all right to attack the validity of the covenants on the grounds  of
 the breadth of their geographic scope or the length of their term.

      7.05.     Enforceability  in  Jurisdictions.    The  Employer  and  the
 Employee intend  to  and  do  hereby  confer  jurisdiction  to  enforce  the
 covenants contained  in this  Article upon  the courts  of any  jurisdiction
 within the geographical scope of such covenants.   If the courts of any  one
 or more of  such jurisdictions hold  the covenants  wholly unenforceable  by
 reason of the breadth of such scope or otherwise, it is the intention of the
 Employer and the  Employee that  such determination not  bar or  in any  way
 affect the right of the Employer to the relief provided above in the  courts
 of any other jurisdiction within the  geographical scope of such  covenants,
 as to breaches  of such covenants  in such  other respective  jurisdictions,
 such covenants as they relate to each jurisdiction being, for this  purpose,
 severable into diverse and independent covenants.


                           ARTICLE 8:  TERMINATION


      8.01.     Termination by Either  Party Without Cause.   This  Agreement
 may be terminated by either party without cause by giving thirty (30)  days'
 written notice of termination  to the other party.   Such termination  shall
 not prejudice any remedy that  the terminating party may  have at law or  in
 equity.  Such termination "without cause"  shall include (a) resignation  of
 the Employee  at  the  Employer's  request  at a  time  when  no  cause  for
 termination exists, and  (b) termination by  the Employee as  a result of  a
 reduction in compensation  or benefits  (which is not  a part  of a  prorata
 reduction in executive  compensation or benefits  for the Employer's  senior
 executives) or as  a result  of a  significant reduction  in the  Employee's
 responsibilities, and such termination occurs  within sixty (60) days  after
 such reduction.   Upon  any other  voluntary  termination by  the  Employee,
 except a Termination Upon  Sale or Change in  Control of UVEW, all  unvested
 stock options and all other benefits,  including severance pay, which  might
 otherwise accrue to the  Employee upon termination  of this Agreement  shall
 immediately terminate and be of no further force or effect.

      8.02.     Severance Pay.   On  termination  of employment  by  Employer
 without cause, and in addition to other compensation that may be due to  the
 Employee as a  result of such  termination, the Employer  shall make a  cash
 severance payment to the  Employee in an amount  equal to three (3)  month's
 base salary (less all amounts required to be withheld and deducted.)

      8.03.     Termination by Employer for Cause.   The Employer may at  its
 option immediately terminate this Agreement "for cause," which shall include
 resignation by the Employee at the  Employer's request at a time when  cause
 for termination exists, without prejudice to  any other remedy to which  the
 Employer may be entitled either at law, in equity, or under this  Agreement,
 by giving written notice  of termination to the  Employee, if the  Employee:
 (a) Willfully breaches or habitually neglects  the duties that the  Employee
 is required to  perform under  the terms  of this  Agreement; (b)  Willfully
 violates reasonable and  substantial rules  governing employee  performance;
 (c)  Refuses  to  obey  reasonable  orders  in  a  manner  that  amounts  to
 insubordination; (d) Commits clearly dishonest acts toward the Employer; (e)
 Engages in acts of disruption or  violence such as unprovoked fighting;  (f)
 Engages in conduct  which is materially  injurious to the  Employer; or  (g)
 Commits a felony  or other  offense involving  moral turpitude.   Upon  such
 termination, all  unvested stock  options, the  Put  Option, and  all  other
 benefits, including  severance  pay, which  might  otherwise accrue  to  the
 Employee upon termination of this Agreement shall immediately terminate  and
 be of no further force or effect.

      8.04.     Termination Upon  Sale or  Change in  Control of  UVEW.   For
 purposes of this  section, "change in  control" means the  acquisition by  a
 person or group, as defined in  Section 13(d)(3) of the Securities  Exchange
 Act of 1934,  of beneficial  ownership of twenty  percent (20%)  or more  of
 UVEW's common stock  (other than as  a result of  an issuance of  securities
 initiated by UVEW in the ordinary course of business), or as a result of, or
 in connection  with any  cash tender  or exchange  offer, merger,  or  other
 business  combination,  sale  of  assets,  or  contested  election,  or  any
 combination  of  the  foregoing  transactions,  and  the  persons  who  were
 directors of  UVEW before  such transactions  shall  cease to  constitute  a
 majority of the Board of Directors of UVEW  or any successor to UVEW.   Upon
 termination of this  Agreement by either  party upon the  sale or change  in
 control of UVEW, the Employer shall cause to be granted, paid and  delivered
 to Employee, in addition to other amounts that may be due the Employee under
 this agreement, all of the following:

           (a)  cash compensation  equal to  Employee's annual  base  salary,
      payable  in  biweekly   installments  over   the  twelve-month   period
      immediately following  such termination,  beginning on  the  Employee's
      next regularly scheduled payday following the date of termination;

           (b)  cash compensation equal  to Employee's  annual car  allowance
      provided under this Agreement, payable in monthly installments over the
      twelve-month period immediately  following such termination,  beginning
      on  the  first  of  the  month   immediately  following  the  date   of
      termination;

           (c)  a bill of  sale to, and  a transfer of  the licenses for  all
      software residing upon, a laptop and  a home desktop computer, if  any,
      including  all  peripheral  equipment  used  in  connection  therewith,
      belonging to the  Employer or UVEW  which is in  the possession of  the
      Employee which is  then being used  by the Employee  in the course  and
      scope of her employment; in connection with such transfer, the Employee
      shall certify  to  the  Employer  that  all  trade  secrets  and  other
      confidential or sensitive information of the Employer have been removed
      from the hard drive and memory of such equipment;

           (d)  continued maintenance  by Employer,  for the  benefit of  the
      Employee as if  still employed, all  employee benefits including  group
      medical and dental,  health and  accident, disability,  and group  life
      insurance plans for the twelve-month period immediately following  such
      termination; provided, however, the  Employer's obligation to  continue
      participation in these plans ends on the last day of the month in which
      the Employee becomes eligible to participate  in such  benefits at  any
      new place  of  employment.   However,  the Employer  will  continue  to
      provide benefit continuation to the extent required by federal law;

           (e)  an assignment of any key  man life insurance policy  covering
      Employee which was in effect at the change in control, with the premium
      fully paid by the Employer for the twelve (12) month period immediately
      following the date of termination of this Agreement; and

           (f)  any unvested portion of  any option held  by the Employee  to
      purchase UVEW  stock shall  immediately vest  and, in  addition to  any
      other such Option which may be  held by the Employee, a further  option
      (the "Option") to purchase 150,000 shares  of common stock of UVEW  (or
      successor) at a purchase price of seventy (70%) percent of the  average
      trading price of the Common Stock, as reported by NASDAQ, for the  five
      (5) trading days immediately preceding the date the Option is  granted.
      The Option granted  hereunder shall vest  immediately upon issuance  to
      the Employee and may be exercised in  whole or in part by the  Employee
      at any time during  a period of  five (5) years  following the date  of
      termination under this Agreement.  The  Employee shall not have any  of
      the rights of,  nor be treated  as, a shareholder  with respect to  the
      shares subject  to this  Option until  the Employee  has exercised  the
      Option, delivery of  the stock certificates  for such  shares has  been
      made to the Employee,  and the Employee has  become the shareholder  of
      record of such shares.  The Option shall not be transferable  otherwise
      than by will or  the laws of descent  and distribution, and the  Option
      may be exercised,  during the lifetime  of the Employee,  only by  her.
      More  particularly  (but  without   limiting  the  generality  of   the
      foregoing), the  Option may  not be  assigned, transferred  (except  as
      provided above),  pledged, or  hypothecated in  any way,  shall not  be
      assignable by operation of law, and shall not be subject to  execution,
      attachment, or similar  process.  Any  attempted assignment,  transfer,
      pledge, hypothecation, or other disposition  of the Option contrary  to
      the provisions hereof, and  the levy of  any execution, attachment,  or
      similar process upon  the Option, shall  be null and  void and  without
      effect.  Within 30 days after such termination the Employer will  cause
      to be filed a Registration Statement  with the SEC for registration  of
      the Common Stock underlying all Options held by the Employee, and  will
      use its  best  efforts to  have  such Registration  Statement  declared
      effective at the earliest possible date.  The method of exercising this
      Option, adjustment in the number of  shares of Common Stock  underlying
      such Option upon a change in  capital structure of UVEW after the  date
      of termination of this Agreement, and the Employee's representation  as
      to investment intent, shall  be as described  in paragraph 5.04  above.
      The Option granted in this Paragraph is also intended not to qualify as
      an incentive stock  Option within  the meaning  of Section  422 of  the
      Internal Revenue Code of 1986 and shall be so construed; and

           (g)  an additional amount  necessary to put  Employee in the  same
      after-tax position as if no excise taxes imposed by Section 4999 of the
      Internal Revenue Code ("Section 4999") had been imposed on any payments
      which are contingent on a change  in control and which equal or  exceed
      three times Employee's average taxable compensation for the prior  five
      years or her period of employment.

      8.05.     Effect of Termination on Compensation.   In the event of  the
 termination of  this  Agreement prior  to  the  completion of  the  term  of
 employment specified in  Article 1, the  Employee shall be  entitled to  the
 compensation  earned  by  the  Employee  prior  to  the  effective  date  of
 termination as provided for in this  Agreement, computed pro rata up to  and
 including that date.   Except as otherwise provided  in this Agreement,  the
 Employee shall be  entitled to  no further  compensation after  the date  of
 termination.

      8.06.     Monies owed to  Employer.  To  the extent  that the  Employee
 owes the Employer any monies at the time of termination of employment, or to
 the extent that taxes  are due on any  of Employer's benefits, the  Employee
 authorizes the Employer to withhold such amounts from her final paycheck  or
 severance payment(s), or from reimbursements or any other monies due to  the
 Employee.


                        ARTICLE 9:  GENERAL PROVISIONS


      9.01.     Notices.  All notices or other communications required  under
 this Agreement may be effected either by personal delivery in writing or  by
 certified mail, return receipt  requested.  Notice shall  be deemed to  have
 been given  when delivered  or mailed  to the  parties at  their  respective
 addresses as set forth above or when mailed to the last address provided  in
 writing to the other party by the addressee.

      9.02.     Entirety of Agreement.     Except for the Employee Invention,
 Copyright and Secrecy  Agreement heretofore executed  by the Employee,  this
 Agreement  constitutes  the   entire  understanding   between  the   parties
 concerning the subject  matter hereof.   No agreements, representations,  or
 warranties other than those specifically set  forth in this Agreement  shall
 be binding on any of the parties unless  set forth in writing and signed  by
 both parties.  This Agreement supersedes all other prior agreements,  either
 oral or in writing,  between the parties with  respect to the employment  of
 the Employee  by  the  Employer  and  contains  all  of  the  covenants  and
 agreements between  the  parties with  respect  to such  employment  in  any
 manner.  Each party  to this Agreement acknowledges  that no inducements  or
 promises, oral or otherwise, have been  made by any party, or anyone  acting
 on behalf of any party, that are not embodied in this Agreement.

      9.03.     Modification.  This Agreement shall not be amended, modified,
 or altered in any manner except in a writing signed by both parties.

      9.04.     Failure to Enforce Not Waiver.       Any failure or delay  on
 the part of either the  Employer or the Employee  to exercise any remedy  or
 right under this Agreement shall  not operate as a  waiver.  The failure  of
 either party  to require  performance of  any of  the terms,  covenants,  or
 provisions of  this Agreement  by the  other party  shall not  constitute  a
 waiver of any of the rights under  the Agreement.  No forbearance by  either
 party to exercise  any rights or  privileges under this  Agreement shall  be
 construed as  a waiver,  but all  rights and  privileges shall  continue  in
 effect as if no forbearance had occurred.  No covenant or condition of  this
 Agreement may be waived except by the written consent of the waiving  party.
 Any such written  waiver of any  term of this  Agreement shall be  effective
 only in the specific instance and for the specific purpose given.

      9.05.     Law Governing Agreement.   This agreement  shall be  governed
 exclusively by and  construed in accordance  with the laws  of the State  of
 Texas.

      9.06.     Partial Invalidity.   If any provision  in this Agreement  is
 held  by  a  court  of  competent  jurisdiction  to  be  invalid,  void,  or
 unenforceable, the  remaining  provisions shall  remain  in full  force  and
 effect, as if  this Agreement  had been  executed without  any such  invalid
 provisions having been included.

      9.07.     Assignment.  The Employer  and the Employee acknowledge  that
 the services to be rendered by the Employee under this Agreement are  unique
 and personal.  Therefore,  neither party may assign  any rights or  delegate
 any duties under  this Agreement, without  the other  party's prior  written
 consent.  If either  the Employer or  the Employee obtains  a consent to  an
 assignment of rights or  delegation of duties, rights  or duties under  this
 Agreement shall inure only to the  benefit of the assignee or delagee  named
 in the written instrument, and such consent shall not be deemed as a general
 consent to assignment or delegation.


 Executed at Dallas, Texas, on February 14, 2001.


 EMPLOYER:  uniView Technologies Corporation


       By:  /s/  Patrick A. Custer
            -----------------------------------
            Patrick A. Custer, Chairman and CEO


EMPLOYEE:   /s/ Leslie Leland
            -----------------------------------
            Leslie Leland