EXHIBIT 4.4

                             SECOND AMENDMENT TO
                      2000 SECURITIES PURCHASE AGREEMENT
                      ----------------------------------

      SECOND AMENDMENT TO  2000 SECURITIES  PURCHASE AGREEMENT,  dated as  of
 July 25,  2001,  by and  among  uniView Technologies  Corporation,  a  Texas
 corporation (the "Company"), and the purchasers named on the signature pages
 hereto (the "Purchasers").


                            PRELIMINARY STATEMENT
                            ---------------------
      The Company and the Purchasers heretofore entered into that one certain
 2000 Securities  Purchase Agreement,  Note, Registration  Rights  Agreement,
 Trademark Security Agreement and related documentation dated as of  December
 8, 2000 (the  "Agreement"), as well  as a First  Amendment to the  Agreement
 dated as of March 16, 2001.

      The Company  desires  to obtain  funds  by issuing  to  the  Purchasers
 additional promissory notes and warrants to  purchase common stock, and  the
 Purchasers have indicated  that each  desires to  purchase such  securities,
 subject to the terms and conditions set forth in the Agreement, as  modified
 by the  First Amendment  and  as further  modified  by this  amendment  (the
 "Second Amendment.")

      ACCORDINGLY, in consideration  of the  preceding preliminary  statement
 and  the  mutual  agreements,  covenants,  representations  and   warranties
 contained in the Agreement, the First  Amendment and this Second  Amendment,
 the parties hereto, intending to be legally bound, now agree as follows:


                            STATEMENT OF AGREEMENT
                            ----------------------
      The terms of the  Agreement and the First  Amendment shall control  all
 aspects of the transaction contemplated by this Second Amendment, except  as
 otherwise expressly modified by this Second Amendment.


 2000 Securities Purchase Agreement:


      ARTICLE 1.  CERTAIN DEFINITIONS.

      "Note" and "Notes" both mean, as  the context requires, the  promissory
 notes  to  be  made  by  the  Company payable to the Purchasers, such  Notes
 being  in the aggregate  original  principal  amount  of  up  to $2,000,000,
 together with  all  amendments and supplements  thereto,  all  substitutions
 and  replacements  therefor,  and  all  renewals,   extensions,   increases,
 restatements, modifications, rearrangements and waivers thereof from time to
 time.

      "Documents" means  the  Agreement,  the  First  Amendment,  the  Second
 Amendment,  the  Registration  Rights  Agreement,  any  security   agreement
 securing the indebtedness, and the Securities, together with  all amendments
 and  supplements  thereto,  all  substitutions  and  replacements  therefor,
 and  all  renewals,  extensions,   increases,  restatements,  modifications,
 rearrangements and waivers thereof from time to time.

      The remaining definitions of this section remain unchanged.


      ARTICLE 2.  ISSUANCE OF SECURITIES.

           Section 2.1  Closing.   The  closing contemplated  by this  Second
 Amendment (the "Closing") shall take place at the offices of the Company  on
 July 25, 2001 or on such other date or at such other time as the issuance of
 the Securities and the payment of the Purchase Price therefor shall actually
 occur (the "Closing  Date").  At  the Closing, the  Company will deliver  to
 each Purchaser the Note and the Warrant subscribed for by such Purchaser  as
 noted on the  signature page  hereof, each registered  in the  name of  such
 Purchaser, against payment of the Purchase Price therefor.  At the  Closing,
 the Purchase Price shall be paid in good funds by wire transfer, less a  one
 percent (1%) commitment  fee and a  four percent (4%)  loan origination  fee
 payable to Purchaser, and reasonable out of pocket expenses, if any.

           Section 2.2 remains unchanged.


      ARTICLE 3.  PURCHASERS' REPRESENTATIONS AND WARRANTIES.

      Each Purchaser hereby affirms  all representations and warranties  made
 under this section  in the  Agreement to be  current and  applicable to  the
 transaction contemplated by this Second Amendment as of the date hereof  and
 as of the Closing Date.

      Each Purchaser agrees that its aggregate sales of the Company's  common
 stock during any  seven (7)  day period will  not exceed  the average  daily
 sales volume of  all the  shares of the  Company's common  stock during  the
 immediately preceding thirty (30) day period.


      ARTICLE 4.  COMPANY'S REPRESENTATIONS AND WARRANTIES.

      The Company  hereby affirms  all  representations and  warranties  made
 under this section  in the  Agreement to be  current and  applicable to  the
 transaction contemplated by this Second Amendment as of the date hereof  and
 as of the Closing Date.

      The Company further  undertakes to pay  by wire  transfer all  interest
 payments due Purchaser each month under the Note;


      ARTICLE 5.  PURCHASERS' CONDITIONS TO CLOSING.

      Each Purchaser's obligation to purchase and  pay for Securities at  the
 Closing is subject to the fulfillment  to such Purchaser's satisfaction,  on
 or before the Closing Date, of each of the following conditions:

           Section 5.1   Expiration  Date.    The  Closing  Date  shall  have
 occurred on or before July 25, 2001.

           Section 5.2 remains unchanged.

           Section 5.3   Registration Rights  Agreement.   Section 4  of  the
 Registration Rights Agreement between the parties,  dated as of December  8,
 2000, shall  remain unchanged  for the  Registrable Securities  of the  2000
 Securities Purchase Agreement dated  as of December 8,  2000.  Section 4  of
 the Registration Rights Agreement between the parties, dated as of  December
 8, 2000, shall be  adopted herein for purposes  of this Second Amendment  to
 read as follows:

 Registration and Qualification.  If and whenever the Company is required  to
 use  its  best  efforts  to  effect  the  registration  of  any  Registrable
 Securities under  the  Securities  Act  as provided  in  Section  2  of  the
 Registration Rights Agreement, the following shall apply:

           (1) The Company shall prepare  and file  a registration  statement
 under the  Securities Act  relating to  the Registrable  Securities of  this
 Second Amendment to be offered as soon as practicable, but in no event later
 than thirty  (30) days  after the  date  of this  Second Amendment  to  2000
 Securities Purchase Agreement, and use its best efforts to cause the same to
 become effective as promptly as practicable.

           (2) The  Company   shall  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   until  Purchasers   have  completed   the  sales   or
 distribution described in such  registration statement relating thereto  or,
 if earlier, until such Registrable Securities may be sold under Rule 144;

           (3) The Company  shall  furnish  to  the  Purchasers  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
 Purchasers 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) The Company shall immediately notify the Selling Purchasers in
 writing (i)  at  any time  when  a  prospectus relating  to  a  registration
 pursuant to Section 2 of the Registration Rights Agreement 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  Purchasers (subject  to Section  3 of  the Registration  Rights
 Agreement) promptly prepare and furnish to  the Selling Purchasers 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;

           (5) The Company shall 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 the Company is then listed,  with expenses in connection therewith to  be
 paid in accordance with Section 3 of the Registration Rights Agreement; and

           (6) The Company shall furnish unlegended certificates representing
 ownership of the Registrable Securities being sold in such denominations  as
 shall be  requested  by the  Selling  Purchasers or  the  underwriters  with
 expenses  therewith  to  be  paid  in  accordance  with  Section  3  of  the
 Registration Rights Agreement.

           Sections 5.4 through 5.8 remain unchanged.


      ARTICLES 6, 7, 8 and 9 remain unchanged.


 Trademark Security Agreement:

      The title  and  first paragraph  of  the Trademark  Security  Agreement
 executed on  December  8, 2000  as  part  of the  2000  Securities  Purchase
 transaction shall be amended to read as follows:

                  "TRADEMARK AND ROYALTY SECURITY AGREEMENT
                   ----------------------------------------
      The undersigned, uniView Technologies Corporation, a Texas  corporation
 ("Company"), having its offices at 17300  North Dallas Parkway, Suite  2050,
 Dallas, Texas 75248 for value received, hereby grants unto Sagemark Capital,
 L.P. ("Creditor") a security  interest in all  Curtis Mathes trademarks  and
 service  marks  owned  by   the  Company  (including,  without   limitation,
 Registration No. 1,328,184 dated April  2, 1985; Registration No.  2,189,394
 dated September 15, 1998; Registration No. 2,199,717 dated October 27, 1998;
 and Registration  No. 2,199,717  dated October  27,  1998), along  with  the
 goodwill of Company's business connected with  and symbolized by the  above-
 mentioned trademarks,  service  marks, trade  names  and packages  or  trade
 dress; and  the  Company further  assigns  to the  Creditor,  as  collateral
 security for  the  payment  of  the  Company's  Obligations  hereunder,  all
 royalties accruing under any license agreement for use of the Curtis  Mathes
 trademarks, service  marks, trade  names and  packages  or trade  dress  and
 specifically a direct assignment of the royalty payments from Avmark, Inc.
 The Company shall sign and deliver to Creditor such further documents as may
 be necessary to perfect Creditors security interest hereunder."

      Paragraph 1 of  the Trademark Security  Agreement shall  be amended  to
 read as follows

      "1.  INDEBTEDNESS SECURED:    This   Agreement   (and   other   similar
 agreements) secures  the Company's  obligations  ("Obligations"), up  to  an
 aggregate amount  of Two  Million Dollars  ($2,000,000), under  certain  14%
 Promissory Notes dated as of December 8,  2000, as the same may be  amended,
 modified or supplemented  from time to  time, executed by  the Company,  and
 delivered to certain Purchasers  of the Company's  securities pursuant to  a
 2000 Securities Purchase Agreement  dated as of December  8, 2000, of  which
 Creditor herein  is  one.   All  rights  of  the Creditor  granted  in  this
 Agreement are pari passu  with the rights  of the holders  of all other  14%
 Promissory Notes  issued  by  the Company  pursuant  to  that  certain  2000
 Securities Purchase Agreement, dated  as of December 8,  2000, by and  among
 the Company  and the  Purchasers named  therein (as  amended,  supplemented,
 restated or otherwise modified from time to time, the "Purchase Agreement").
  This Agreement shall continue in full force and effect until terminated  in
 accordance with the provisions of paragraph 9 hereof."

      Said Trademark Security  Agreement shall in  all other respects  remain
 unchanged.


      IN WITNESS  WHEREOF,  this Agreement  has  been duly  executed  by  the
 parties hereto as of the day and year specified at the beginning hereof.

                               UNIVIEW TECHNOLOGIES CORPORATION


                               By:  /s/  Billy J. Robinson
                               ----------------------------------------------
                               Billy J. Robinson, Vice President



                                ACKNOWLEDGMENTS
                                ---------------
      In order to induce uniView Technologies Corporation (the "Company")  to
 accept the foregoing Second Amendment of the Agreement between the  parties,
 the  Purchaser  expressly  acknowledges  that  all  of  its  acknowledgments
 previously made  in  the Agreement  to  be  current and  applicable  to  the
 transaction contemplated by this Second Amendment as of the date hereof  and
 as of the Closing Date.
                               PURCHASER:  Sagemark Capital, L.P.



                               /s/  Frank DeLape
                               ----------------------------------------------
                                    (Signature)

                               Sagemark Capital, L.P.
                               By: Sagemark Management, LLC, General Partner
                               Print Name: Frank DeLape
                               Title: Authorized Member


 Principal Amount of Notes Purchased by this Second Amendment: $500,000
 Corresponding Warrant exercisable for 250,000 underlying shares, exercisable
 for five (5) years at $4.00 per share.
 Principal Place of Business:  700 Gemini, Suite 104, Houston, TX 77058
 Federal Tax ID Number: