Exhibit 4.21


                              FIRST AMENDMENT TO
                       UNIVIEW TECHNOLOGIES CORPORATION
                  SERIES 2002-G CONVERTIBLE PREFERRED STOCK
                  -----------------------------------------


      uniView Technologies Corporation (the  "Company") and Setfield  Limited
 ("Holder")  agree  to  the  following  modifications  ("Amendment")  to  the
 Certificate of Designation of Series  2002-G Convertible Preferred Stock  of
 uniView  Technologies  Corporation   dated  as   of  March   5,  2002   (the
 "Agreement").

                            STATEMENT OF AGREEMENT
                            ----------------------

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

 1.  Section 7(f) of the Certificate of Designation shall be modified to read
 as follows:

      "7(f)     Redemption Event.  In case of (A) any reclassification of the
      Common Stock, excluding a reclassification intended primarily to effect
      a reduction in par  value, (B) any Change  of Control Transaction,  (C)
      any compulsory share  exchange pursuant to  which the  Common Stock  is
      converted  into  other securities,  cash or property, (D) the Company's
      notice to any Holder, including by  way of public announcement,  at any
      time,  of  its intention,  for any reason,  not  to  comply with proper
      requests for the conversion  of  any  shares  of Preferred  Stock  into
      shares  of  Common  Stock  or  (E)  a  breach by  the  Company  of  any
      representation,  warranty, covenant or other term  or condition  of the
      Purchase Agreement, the Registration Rights Agreement, this Certificate
      of Designation or  any  other agreement, document, certificate or other
      instrument delivered  in connection  with the transactions contemplated
      thereby or hereby, except to the extent that such breach would not have
      a Material Adverse Effect (as defined in Section 2.1(a) of the Purchase
      Agreement) and except, in the case of a breach  of a  covenant which is
      curable,  only if  such breach continues for a  period of at least  ten
      days  after the  Company  knows or reasonably should have known  of the
      existence of such breach (clauses (A) through (E) above are referred to
      as a "Redemption Event"), in the case of  (A), (B) and (C), the Holders
      shall  have  the  right  thereafter  to convert the shares of Preferred
      Stock  for  shares  of  stock  and other securities,  cash and property
      receivable upon  or deemed  to be  held  by  holders  of  Common  Stock
      following such  Redemption  Event,  and the  Holders shall  be entitled
      upon such event to receive such amount of securities, cash or  property
      as the shares of the Common Stock of the Company into which  the shares
      of  Preferred Stock could have been converted immediately prior to such
      Redemption Event (without  taking  into  account  any   limitations  or
      restrictions on  the convertibility of the Preferred Stock) would  have
      been  entitled; provided,  however,  that in the case  of a transaction
      specified in (B) in which holders of the Company's Common Stock receive
      cash,  the  Holders  shall  have  the  right  to  convert the shares of
      Preferred  Stock  for  such number  of shares of the  surviving company
      equal to the amount of cash into which the shares  of  Preferred  Stock
      are  convertible  divided by the fair market value of the shares of the
      surviving  company  on  the  effective  date of the  merger;  provided,
      further,  that  on  and after the  date  of  any  Redemption Event, the
      Company may elect, at the  Company's sole option, either to (A) redeem,
      from funds legally available therefor  at the time of  such redemption,
      its  shares of  Common Stock  immediately   theretofore acquirable  and
      receivable  upon  the  conversion  of  such  Holder's  Preferred  Stock
      (without  taking into account any  limitations  or restrictions  on the
      convertibility of the Preferred Stock) at  a price per  share equal  to
      the  product of  (i) the  Average Per  Share  Market Value  immediately
      preceding  (1)  the effective date,  the date  of  the closing, date of
      occurrence or the date of the announcement, as the  case may be, of the
      Redemption  Event triggering such redemption  right or (2) the date  of
      payment  in  full by the  Company of the  redemption  price  hereunder,
      whichever  is greater, and  (ii) the Conversion Ratio calculated on the
      effective date,  the date  of the  closing, date  of  occurrence or the
      date of the announcement,  as the case may be or,  at the option of the
      Holder,  on  the date of  submission of a  Redemption  Notice,  or  (B)
      convert such Holder's Preferred Stock pursuant  to   Section 9.  If the
      Company  elects  to  redeem the Preferred  Stock, the entire redemption
      price  shall  be  paid  in  cash,  and  the  terms  of  payment of such
      redemption  price  shall  be  subject  to  the  provisions set forth in
      Section 9(b).  In the case of  (A), (B) and (C), the terms  of any such
      Redemption Event shall include such terms so as to continue to  give to
      the Holders  the  right to  receive  the securities,  cash  or property
      set forth in this  Section  7(f)  upon  any  conversion  or  redemption
      following  such  Redemption  Event.   This  provision  shall  similarly
      apply to successive Redemption Events.

 2.  Section 9(a) of the Certificate of Designation shall be modified to
 read as follows:

      "9.  Mandatory Redemption.  (a)   All outstanding and  unconverted
      shares of Preferred Stock on June 30, 2004 (the "Redemption Date")
      shall be,  at the  Company's sole  option, converted  pursuant  to
      Section 5 or redeemed by the  Company pursuant to this Section  9,
      from funds legally available therefor at  a price per share  equal
      to  the  product  of  (i)  the  Average  Per  Share  Market  Value
      immediately preceding (1) the Redemption Date  or (2) the date  of
      payment in full by the Company of the redemption price  hereunder,
      whichever is greater, and (ii) the Conversion Ratio calculated  on
      the Redemption Date.   Thereafter, all  shares of Preferred  Stock
      shall cease  to  be  outstanding and  shall  have  the  status  of
      authorized  but  undesignated   preferred  stock.     The   entire
      redemption price shall be paid in cash."

 3.  Notwithstanding anything in the  Agreement to the contrary, if and  when
 any provision of the Agreement calls for redemption of the Preferred  Stock,
 the Company shall have the sole option to redeem pursuant to Section 9 or to
 convert pursuant to Section 5 of the Certificate of Designation.

      The Agreement is, in all other respects, hereby ratified and affirmed.

      This Amendment may  be executed  in two  or more  counterparts, all  of
 which when taken together shall be considered one and the same agreement and
 shall become effective when counterparts have been signed by each party  and
 delivered to the other party, it being understood that both parties need not
 sign the same counterpart.  In the event that any signature is delivered  by
 facsimile transmission  or  by  facsimile signature,  such  signature  shall
 create a valid and  binding obligation of the  party executing (or on  whose
 behalf such signature is executed) the  same with the same force and  effect
 as if such facsimile signature page were an original thereof.

      Dated as of April 16, 2003.


                               UNIVIEW TECHNOLOGIES CORPORATION

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



 SETFIELD LIMITED


 By:  /s/ Harold L. Hutton
      --------------------------
      Harold L. Hutton, Director