THE SHARES OF COMMON STOCK (THE "COMMON SHARES") OFFERED HEREIN
     ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY.

                 SECURITIES PURCHASE AGREEMENT

                UNIVIEW TECHNOLOGIES CORPORATION
                    Private Offering of Common Stock

     In connection with the offer (the "Offering") and proposed issuance
of common shares, $0.10 par value per share ("Common Shares") of uniView
Technologies Corporation, 17300 North Dallas Parkway, Suite 2050, Dallas,
Texas 75248 (the "Company"), the undersigned prospective investor(s) (the
"Investor") and the Company hereby agree as follows:

1.   Subscription.  The Investor hereby subscribes for the purchase of
     the Common Shares and agrees to purchase the aggregate number of
     Common Shares set forth on the signature page of this Agreement, at
     the price reflected therein.  The Company, in its sole discretion
     and for any reason, may accept or reject this purchase in whole or
     in part at any time prior to its execution hereof (the "Closing
     Date").

2.   Restricted Shares.  Investor recognizes that the Common Shares, when
     issued, will not have been registered for public sale under the
     Securities Act of 1933 (the "Securities Act") or the securities laws
     of any state and that the share certificate will bear a "Restricted
     Stock" legend as follows:

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
     BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED
     OF IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT FOR
     SUCH SECURITIES UNDER SAID ACT, OR (2) AN OPINION OF COMPANY COUNSEL
     THAT SUCH REGISTRATION IS NOT REQUIRED."

3.   Registration Rights.     The Company shall, as promptly as
     practicable, but no later than sixty (60) days after Closing,
     prepare and file with the Commission a registration statement
     sufficient to permit the public offering and sale of the Common
     Shares through the facilities of the Nasdaq Stock Market, and will
     use its best reasonable efforts through its officers, directors,
     auditors, and counsel to cause such registration statement to become
     effective as promptly as practicable thereafter.  The registration
     statement filed by the Company pursuant to this section may include
     securities sold by the Company or on behalf of persons other than
     Investor.

4.   Payment of Purchase Price.    The Investor shall pay for the Common
     Shares by wire transfer of funds into the following bank account on
     or before close of business on _______________, 2000 (the "Closing
     Date").  Time is of the essence in this transaction.

     The parties hereby agree that, upon receipt of the funds for payment
     of the purchase price, the Company shall cause Common Share
     certificate(s) to be issued in the Investor's name and delivered to
     Investor.
<PAGE>
5.   Company's Conditions.    The Company's obligation to issue and sell
     the Common Shares shall be subject to the satisfaction (or waiver by
     it) of the following conditions precedent:

     (a)  Performance.   The Investor shall have tendered payment for the
     Common Shares.

     (b)  Representations.    Each representation and warranty made by
     the Investor in this agreement shall be true and correct in all
     material respects as though made on and as of the Closing Date.

     (c)  Legality. No change shall have occurred in any law, rule or
     regulation that would prohibit the consummation of any transaction
     contemplated hereby.

     (d)  Litigation.    No action, proceeding or investigation shall
     have been commenced or threatened, nor shall any other judgment or
     decree have been issued or be proposed to be issued by any court,
     agency or authority to set aside, restrain, enjoin or prevent the
     consummation of any transaction contemplated hereby.

6.   Representations and Warranties.    The Investor makes the
     representations, declarations and warranties set forth in this
     Section with the intent that the same may be relied upon in
     determining the Investor's suitability as a purchaser of the Common
     Shares.  If the Investor includes or consists of more than one
     person or entity, the obligations of the Investor shall be joint and
     several and the representations and warranties herein contained
     shall be deemed to be made by and be binding upon each such person
     or entity and their respective legal representatives, heirs,
     executors, administrators, successors and assigns.

     (a)  No Regulatory Review.    The Investor is aware that this is a
     limited private offering and that no federal, state or other agency
     has made any finding or determination as to the fairness of the
     investment nor made any recommendation or endorsement of the Common
     Shares.

     (b)  Ability to Evaluate.     The Investor, by reason of the
     Investor's knowledge and experience in financial and business
     matters, is capable of evaluating the risks and merits of an
     investment in the Common Shares.

     (c)  Investment Intent.  The Investor acknowledges that the purchase
     of the Common Shares hereunder is being made for the Investor's own
     account, or investment purposes only and not with the present
     intention of distributing or reselling the Common Shares in whole or
     in part.  The Investor further understands that the Common Shares
     are not being sold to the Investor in a transaction registered under
     the Securities Act of 1933, as amended (the "Act"), or any other
     state securities laws.  As a result, the Investor understands that
     there will be restrictions on the transfer and sale of the Common
     Shares.  The Investor further understands that the Company has
     agreed to file a Registration Statement with the Securities and
     Exchange Commission (the "SEC") with respect to the Common Shares at
     the earliest practicable time.  The Investor hereby agrees not to
     sell or otherwise transfer the Common Shares until the Investor has
     received notice from the Company that the Registration Statement has
     been declared effective.  Investor hereby agrees to exercise the
<PAGE>
     registration rights granted hereby, and to sell the Common Shares
     pursuant to the registration, only in a manner consistent with the
     representations and warranties made by Investor to the Company
     hereunder.  Investor understands that the SEC may in its discretion
     comment on certain aspects of the Registration Statement and the
     transaction and that such comments may cause delay in the
     Registration Statement becoming effective.  Except as otherwise set
     forth herein, the Company shall have no liability to Investor on
     account of any such delay initiated by the SEC.

     (d)  Investment Information.  The investor has received and reviewed
     pertinent information regarding the Company, including the most
     recent SEC Forms 10-K and 10-Q prior to the execution of this
     Agreement and is capable of understanding and evaluating the
     information contained therein.  Specifically, the Investor is fully
     aware of the risks relating to the business of the Company and
     purchase of the Common Shares.  The Investor will rely solely upon
     its independent investigation and analysis in making the decision to
     purchase the Common Shares.  In particular, and without limiting the
     generality of the foregoing, the Investor has not relied on, and the
     Investor's decision to subscribe for Common Shares has not been
     influenced by:  (i) newspaper, magazine or other media articles or
     reports related to the Company or its business; (ii) promotional
     literature or other materials used by the Company for sales or
     marketing purposes, or (iii) any other written or oral statement of
     the Company or persons purporting to represent the Company.  The
     Investor has had the opportunity to discuss all aspects of this
     transaction with management of the Company, has made or has had the
     opportunity to make such inspection of the books and records of the
     Company as the Investor has deemed necessary in connection with this
     investment, and any questions asked have been answered to the
     satisfaction of the Investor.

     (e)  Confidentiality.    The Investor understands that the Offering
     is confidential.  The Investor has not distributed information on
     the Offering to anyone other than such legal or financial advisors
     as the Investor has deemed necessary for purposes of evaluating an
     investment in the Common Shares.

     (f)  Authorization and Formation of Investor.          The Investor,
     if a corporation, partnership, trust or other form of business
     entity, is authorized and otherwise duly qualified to purchase and
     hold the Common Shares and such entity has not been formed for the
     specific purposes of acquiring Common Shares in the Offering.  If
     the Investor is one of the aforementioned entities, it hereby agrees
     that upon request of the Company it will supply the Company with any
     additional written information that may be requested by the Company.

     (g)  Accredited Investor Status.   The Investor is an "accredited
     investor" as such term is defined in Rule 501(a) of Regulation D
     under the Act and within the meaning of similar regulations under
     state securities laws for the reasons indicated in the "Investor
     Acknowledgments" accompanying this Agreement.  If the Investor is an
     individual, he or she is of majority age and his or her marital
     status is as indicated in the "Investor Acknowledgments."  If the
     Investor is an entity, the person executing this Securities Purchase
     Agreement on behalf of the Investor is of majority age.
<PAGE>
7.   Reliance on Representations and Warranties.       The Investor
     understands that the Company will rely on the representations and
     warranties of the Investor herein in determining whether a sale of
     the Common Shares to the Investor is in compliance with federal and
     applicable state securities laws.

8.   Updating Information.    All of the information set forth herein
     with respect to the Investor, including, without limitation, all of
     the representations and warranties set forth in Paragraph 6 of this
     agreement, is correct and complete as of the date hereof and, if
     there should be any material change in such information prior to the
     acceptance of this subscription by the Company, the Investor will
     immediately furnish the revised or corrected information to the
     Company.

9.   Notices.  Any notice or other communications required or permitted
     hereunder shall be sufficiently given if in writing and sent by
     registered or certified mail, postage prepaid, return receipt
     requested, if to the Company at the address set forth on the first
     page of this Subscription Agreement, and to Investor, at the address
     set forth in Paragraph 12 of this Subscription Agreement, or, to
     such other address as either the Company or the Investor shall
     designate to the other by notice in writing in accordance with this
     Paragraph 9.

10.  Governing Law. This Subscription Agreement shall be governed by and
     construed in accordance with the laws of Texas.

11.  Representations and Warranties of the Company.  The Company
     represents and warrants to Investor as follows:

     (a)  The Company has legal capacity, power and authority to enter
     into and perform this Agreement and to consummate the transaction
     contemplated hereby.

     (b)  This Agreement has been duly authorized, executed and delivered
     by the Company and constitutes a legal, valid and binding obligation
     of the Company, enforceable against the Company in accordance with
     its terms.

     (c)  The execution and delivery of this agreement and the
     performance of the obligations imposed hereunder will not result in
     a violation of any order, decree or judgment of any court or
     governmental agency having jurisdiction over Company or Company's
     properties, will not conflict with, constitute a default under, or
     result in the breach of, any contract agreement or other instrument
     to which the Company is a party or is otherwise bound and no
     consent, authorization or order of, or filing or registration with,
     any court or governmental agency is required for the execution,
     delivery and performance of this agreement.

     (d)  There is no litigation or proceeding or, to the best of the
     Company's knowledge, threatened, against the Company which would
     affect the validity or performance of this agreement.
<PAGE>
     (e)  Upon consummation of the transaction contemplated hereby, the
     Investor will own the Common Shares free and clear of all liens,
     claims, charges and other encumbrances and the delivery of the
     Common Shares to Investor pursuant to this agreement will transfer
     legal and valid title thereto, free and clear of all liens, claims,
     charges and other encumbrances.

     (f)  The Company will pay all transfer fees and expenses.

     (g)  The Common Shares when issued and delivered will be duly and
     validly authorized and issued fully-paid and nonassessable and will
     not subject the holders thereof to personal liability by reason of
     being such holders.  There are no preemptive rights of any
     shareholder of the Company.

     (h)  The Company hereby agrees to indemnity and hold harmless the
     Investor from and against any liability, damage, cost or expense
     incurred as a result of breach by the Company of any representation,
     warranty or covenant of the Company hereunder.

12.  Signatures.    The Investor declares under penalty of perjury that
     the statements, representations and warranties contained herein and
     in the following Investor Acknowledgments are true, correct and
     complete and that this Securities Purchase Agreement was executed as
     of _________________, 2000.

INVESTOR:

     Company Name:  ________________________  Tax I.D. # __________________

     By: ______________________________ (Signature)

     Name Printed: _____________________________

     Title:        _____________________________

     Address:      _____________________________

                   _____________________________

     Telephone:    _____________________________


AGREED AND ACCEPTED:

UNIVIEW TECHNOLOGIES CORPORATION


By:__________________________________
     Patrick A. Custer, President and CEO
<PAGE>
                              APPENDIX "A"

                        INVESTOR ACKNOWLEDGMENTS

     In order to induce uniView Technologies Corporation (the "Company")
to accept the foregoing Securities Purchase Agreement between the parties
dated as of an even date herewith, the Investor expressly acknowledges
the following by placing his or her initials (or, if the Investor is a
person other than an individual, the initials of an individual duly
empowered to act for the Investor) in each of the spaces provided below:

     THE INVESTOR HAS RECEIVED, HAS CAREFULLY REVIEWED INFORMATION ON THE
COMPANY AND HAS MADE AN INDEPENDENT INVESTIGATION AND ANALYSIS OF THE
INVESTMENT.

     THE INVESTOR HAS CAREFULLY READ THE FOREGOING SECURITIES PURCHASE
AGREEMENT AND IN PARTICULAR, HAS CAREFULLY READ AND UNDERSTANDS THE
INVESTOR'S REPRESENTATIONS AND WARRANTIES MADE THEREIN AND CONFIRMS THAT
ALL SUCH REPRESENTATIONS AND WARRANTIES ARE TRUE AND CORRECT.

     THE INVESTOR QUALIFIES UNDER THE FOLLOWING CATEGORY OR CATEGORIES OF
DEFINITIONS OF "ACCREDITED INVESTOR" (INDICATE EACH APPLICABLE CATEGORY):

          Category I.  _____ The undersigned is an individual (not a
     partnership, corporation, trust, etc.) whose net worth with the
     undersigned's spouse presently exceeds $1 million.  In calculating
     net worth the undersigned may include equity in personal property
     and real estate, estate, including the undersigned's principal
     residence, cash, short-term investments, stocks, bonds, and
     securities.  Equity in personal property and real estate should be
     based upon the fair market value of the property less any debt
     secured by the property.

          Category II. _____ The undersigned is an individual (not a
     partnership, corporation, trust, etc.) who reasonably expects an
     individual income in excess of $200,000 (or $300,000 with the
     undersigned's spouse) in the current year and had an individual
     income in excess of $200,000 (or $300,000 with the undersigned's
     spouse) in each of the last two years.  Income includes foreign
     income, tax exempt income, and the full amount of any capital gains
     and losses.  Individual income does not include any income of the
     undersigned's spouse or other family members; it also does not
     include any unrealized capital appreciation.

          Category III. _____ The undersigned is a bank, insurance
     company, registered investment company, registered business
     development company, license small business investment company, or
     employee benefit plan within the meaning of Title I of ERISA whose
     plan fiduciary is either a bank, insurance company or registered
     investment advisor, or whose total assets exceed $5 million.
                            _________________
                            (Describe entity)

          Category IV. _____ The undersigned is a private business
     development company as defined in Section 202(a)(22) of the
     Investment Advisors Act of 1940, as amended.
                            _________________
                            (Describe entity)
<PAGE>
          Category V. _____ The undersigned is a non-profit organization
     within the meaning of Section 501(c)(3) of the Internal Revenue Code
     of 1986, as amended, with total assets in excess of $5 million.
                            _________________
                            (Describe entity)

          Category VI. _____ The undersigned is a trustee of a trust that
     is revocable by the grantor at any time (including an individual
     retirement account) and the grantor qualifies under either Category
     I or Category II above.  A copy of the trust agreement or
     declaration of trust and a representation as to the net worth and
     income of the grantor is enclosed with this Investor Acknowledgment.

          Category VII. _____ The undersigned is an entity of which all
     of the equity owners are "accredited investors" within one or more
     of the categories.  If this category is the only category checked,
     each of the equity owners of the entity must complete a separate
     copy of this Investor Acknowledgment.
                            _________________
                            (Describe entity)

          Category VIII. _____ The undersigned is a corporation or other
     organization not formed for the specific purpose of acquiring the
     securities offered, with total assets in excess of $5,000,000.


     IN WITNESS WHEREOF, the Investor has executed and delivered this
Investor Acknowledgment as of ____________________, 2000.

Official Signatory of Investor:


Name of Company:  ________________________


_________________________________
     (Signature)

Name Printed: _______________________

Title:  ______________________________
<PAGE>