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                                                                   EXHIBIT 10.35


                               PURCHASE AGREEMENT

         THIS AGREEMENT is made as of the date set forth on the signature page
hereto, between MSI Holdings, Inc. (the "Company"), a corporation organized
under the laws of the State of Utah, with its principal offices at 1121 East 7th
Street, Austin, Texas 78702, and each purchaser whose name is set forth on
Exhibit A hereto (each a "Purchaser" and collectively, the "Purchasers").

         IN CONSIDERATION of the mutual covenants contained in this Agreement,
the Company and each Purchaser, intending to be legally bound, agree as follows:

         SECTION 1. Authorization of Sale of the Shares.

Subject to the terms and conditions of this Agreement, the maximum number of
shares (each a "Share," and together the "Shares") of common stock, par value
$0.10 per share, of the Company ("Common Stock") that the Company has authorized
to be sold pursuant to this Agreement is the number that is set forth in the
Company's Confidential Private Placement Memorandum dated January 6, 2000, as
amended or supplemented to date (the "PPM").

         SECTION 2. Agreement to Sell and Purchase the Shares.

At the Closing (as defined in Section 3), the Company will sell to each
Purchaser, and such Purchaser will buy from the Company, upon the terms and
conditions hereinafter set forth, the number of Shares shown, and at the
purchase price shown, opposite such Purchaser's name on Exhibit A hereto. The
Company may simultaneously enter into a similar form of this purchase agreement
with certain other investors (the "Other Purchasers") and complete sales of the
Shares to them, until February 29, 2000. (The Purchaser and the Other
Purchasers, if any, are hereinafter sometimes collectively referred to as the
"Purchasers," and this Agreement and the agreements executed by the Other
Purchasers are hereinafter sometimes collectively referred to as the
"Agreements.")

         SECTION 3. Delivery of the Shares at the Closing.

The completion of the purchase and sale of the Shares (the "Closing") shall
occur upon the receipt and acceptance by the Company of subscriptions for Shares
representing at least $25,000,000 in gross sale proceeds and the satisfaction of
the conditions set forth below (the "Closing Date"). At the Closing, the Company
shall deliver to each Purchaser one or more stock certificates for the Shares
registered in the name of each Purchaser, or in such name(s) as designated by
each Purchaser, based on the number of Shares set forth in Section 2 above. The
name(s) in which the stock certificates for the Shares to be registered are set
forth in the Stock Certificate Questionnaire attached hereto as part of Appendix
I. The Company's obligation to complete the purchase and sale of the Shares and
deliver such stock certificate(s) to each Purchaser at the Closing shall be
subject to the following conditions, any one or more of which may be waived by
the Company in its sole discretion: (i) receipt by the Company of immediately
available funds in the full amount of the purchase price for the Shares being
purchased hereunder; and (ii) the accuracy of the representations and warranties
made by the Purchasers and the fulfillment of those undertakings of the
Purchasers to be fulfilled prior to the Closing. Each Purchaser's obligation to
accept delivery of such stock certificate(s) and to pay for the Shares evidenced
thereby shall be subject to the accuracy in all material respects of the
representations and warranties made by the Company in this Agreement and the
fulfillment in all material respects of those undertakings of the Company to be
fulfilled prior to Closing.



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         SECTION 4. Representations, Warranties and Covenants of the Company.
The Company hereby represents and warrants to, and covenants with, each
Purchaser as follows:

                  4.1. Organization, Good Standing and Qualification.

The Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Utah and has all requisite corporate
power and authority to own, lease and operate its properties and assets and to
carry on its business as currently conducted, to execute and deliver this
Agreement, to issue and sell the Shares and to carry out the provisions of this
Agreement. The Company is duly qualified to transact business and is in good
standing in each jurisdiction in which such qualification is required, whether
by reason of the ownership or leasing of property or the conduct of business,
except where the failure to so qualify or to be in good standing would not
result in a material adverse effect on the business, properties or financial
condition of the Company and the Subsidiaries of the Company, taken as a whole.
The Company has publicly filed with the Securities and Exchange Commission (the
"Commission") true and accurate copies of the Company's Articles of
Incorporation and the Company's Bylaws, each as amended and in effect at the
Closing.

                  4.2. Authorized and Issued Capital Stock.

                           (a) The authorized capital stock of the Company
immediately prior to the Closing consisted of 50,000,000 shares of Common Stock,
of which 2,363,487 shares were issued and outstanding as of January 31, 2000,
and 10,000,000 shares of Preferred Stock, par value $2.00 per share, of which no
shares will be issued and outstanding effective upon the consummation of the
transactions contemplated by this Agreement. All issued and outstanding shares
of Common Stock (i) have been duly authorized and validly issued, (ii) are fully
paid and non-assessable, and (iii) have been issued in compliance with
applicable state and federal securities laws. None of the issued and outstanding
shares of Common Stock was issued in violation of preemptive or other similar
rights of any securityholder of the Company, and the issuance and sale of the
Shares to the Purchasers by the Company is not subject to preemptive or other
similar rights of any securityholder of the Company. Other than as set forth in
the PPM, there are no outstanding rights, options, warrants, preemptive rights,
rights of first refusal or similar rights for the purchase or acquisition of any
securities of the Company.

                           (b) The Company has registered its Common Stock
pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as
amended (together with the rules and regulations promulgated thereunder, the
"Exchange Act"), and is in material compliance with all reporting requirements
of the Exchange Act, and such Common Stock is currently listed or quoted on the
NASD Over-The-Counter Bulletin Board.

                  4.3. Issuance, Sale and Delivery of the Shares.

When issued and paid for pursuant to the terms hereof, the Shares to be sold
hereunder by the Company will be validly issued and outstanding, fully paid and
non-assessable shares of Common Stock. Neither the sale of the Shares pursuant
to this Agreement, nor the Company's performance of its obligations under, this
Agreement shall (i) result in the creation or imposition of any liens,



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charges, claims or other encumbrances upon the Shares or any of the assets of
the Company or any subsidiary of the Company (each, a "Subsidiary"), (ii)
entitle the holders of the outstanding Common Stock to preemptive or other
rights to subscribe to or acquire Common Stock or other securities of the
Company, or (iii) result in any adjustment of the exercise price, conversion
price or rate or number of securities which can be acquired upon exercise or
conversion of any securities of the Company outstanding on the date hereof.

                  4.4. Subsidiaries.

No Subsidiary of the Company is either (i) a "significant subsidiary" of the
Company (as such term is defined in Rule 1-02(w) of Regulation S-X of the
Securities Act) or (ii) otherwise material to the business of the Company. Each
Subsidiary of the Company is duly incorporated, validly existing and in good
standing under the laws of the jurisdiction of its incorporation and has all
requisite corporate power and authority to own, lease and operate its properties
and assets and to carry on its business as currently conducted. Each Subsidiary
of the Company is duly qualified to transact business and is in good standing in
each jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except where
the failure to so qualify or to be in good standing would not result in a
material adverse effect on the Company's and each Subsidiaries' business,
properties or financial condition, taken as a whole. All of the issued and
outstanding capital stock of each Subsidiary of the Company (i) has been duly
authorized and validly issued, (ii) are fully paid and non-assessable, (iii) has
been issued in compliance with applicable state and federal securities laws, and
(iv) to the best of our knowledge, are owned by the Company, directly or through
subsidiaries, free and clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equity. None of the issued and outstanding shares of
capital stock of any Subsidiary of the Company was issued in violation of
preemptive or other similar rights of any securityholder of the Company, and the
issuance and sale of the Common Stock to the Purchasers by the Company is not
subject to preemptive or other similar rights of any securityholder of any
Subsidiary of the Company. There are no outstanding rights, options, warrants,
preemptive rights, rights of first refusal or similar rights for the purchase or
acquisition of any securities of any Subsidiary of the Company.

                  4.5. Authorization.

All corporate action on the part of the Company, its officers, directors and
shareholders necessary for the authorization, execution and delivery of this
Agreement, the performance of all obligations of the Company hereunder, and the
authorization, issuance, sale and delivery of the Shares has been taken or will
be taken prior to the Closing. This Agreement has been duly executed and
delivered by the Company and constitutes the valid and legally binding
obligation of the Company, enforceable in accordance with its terms.

                  4.6. Consents.

Assuming the accuracy of the representations and warranties of each Purchaser
set forth in this Agreement or any of the Agreements, no consent, approval,
order or authorization of, or registration, qualification, designation,
declaration or filing with, any federal, state or local governmental authority
or with any other person or entity on the part of the Company (including any
approvals or consents required under any state securities or "Blue Sky" laws),
other than the filing of a Form D pursuant to Regulation D promulgated under the



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Securities Act of 1933, as amended (together with the rules and regulations
promulgated thereunder, the "Securities Act"), or pursuant to state securities
laws is required in connection with the offer, sale or issuance of the Shares,
or the consummation of any other transaction contemplated hereby.

                  4.7. Exemption from Registration.

Assuming the accuracy of each Purchaser's representations and warranties set
forth in Section 5 hereof, the offer, issuance and sale of the Shares pursuant
to this Agreement are and will be exempt from the registration and prospectus
delivery requirements of Section 5 of the Securities Act.

                  4.8. Registration Rights.

Except as set forth herein or as contemplated by the PPM, the Company has not
granted or agreed to grant any registration rights, including piggyback rights,
to any person or entity for the public offering of its securities.

                  4.9. Brokers or Finders.

Other than the fees and expenses payable to Janney Montgomery Scott LLC and
Tejas Securities Group, Inc. (collectively, the "Placement Agents"), the Company
has not agreed to incur, directly or indirectly, any liability for brokerage or
finders' fees, agents' commissions or other similar charges in connection with
this Agreement or any of the transactions contemplated hereby.

                  4.10. Changes.

Since September 30, 1999, except in the ordinary course of business or as
disclosed in the PPM or any supplement thereto, there has not been:

                           (a) any change in the assets, liabilities, financial
condition or operating results of the Company, except changes in the ordinary
course of business that have not been, in the aggregate, materially adverse;

                           (b) other than mandatory dividends payable to holders
of the Company's preferred stock, any declaration, setting aside or payment or
other distribution in respect to any of the Company's capital stock, or any
direct or indirect redemption, purchase or other acquisition of any of such
stock by the Company; or

                           (c) to the Company's knowledge, any other event or
condition of any character that might materially and adversely affect the
assets, properties, financial condition, operating results or business of the
Company (as such business is presently conducted and as it is proposed to be
conducted).

                  4.11. Investment Company.

The Company is not an "investment company" or an entity "controlled" by an
"investment company," as such terms are defined in the Investment Company Act of
1940.

                  4.12. Additional Information.

The Company has fully provided each Purchaser with all information that such
Purchaser has reasonably requested for deciding whether to purchase the



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Shares. Neither this Agreement nor any other documents or certificates made or
delivered in connection herewith contains any untrue statement of a material
fact or omits to state a material fact necessary to make the statements herein
or therein not misleading. The Company represents and warrants that the
information contained in the PPM and the following documents, copies of which
have been furnished to each Purchaser, was true and correct in all material
respects and did not contain any untrue statement of a material fact or omit to
state any material fact necessary to make the statements contained therein in
light of the circumstances under which they were made not misleading, in each
case as of their respective dates (the "SEC Documents"):

                           (i)      the Company's annual report on Form 10-KSB/A
                                    for the year ended March 31, 1999 (without
                                    exhibits);

                           (ii)     the Company's quarterly report on Form
                                    10-QSB for the quarter ended September 30,
                                    1999;

                           (iii)    the Company's quarterly report on Form
                                    10-QSB for the quarter ended December 31,
                                    1999;

                           (iv)     the proxy statement for the Company's annual
                                    meeting of stockholders held August 9, 1999;

                           (v)      the Company's current report on Form 8-K
                                    dated August 10, 1999; and

                           (vi)     all other documents, if any, filed by the
                                    Company with the Commission since September
                                    30, 1999 pursuant to the reporting
                                    requirements of the Exchange Act.

As to market forecasts, business or customer prospects, proposed schedules or
any other forward-looking statements contained in the PPM, such market
forecasts, business or customer prospects, proposed schedules or other
forward-looking statements were prepared in good faith by the Company, but the
Company makes no representation and there can be no assurance that the market
will develop as forecasted, that it will convert such prospects into business
agreements or customers, that it will meet or attain such schedules or that any
other forward-looking statements will come about as stated.

                  4.13. Listing of Common Stock.

The Company shall use its commercially reasonable best efforts to cause the
Shares and the Common Stock to be listed on the Nasdaq National Market, and
shall maintain the listing of the Shares on each national securities exchange or
automated quotation system, if any, upon which shares of Common Stock are
listed.



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                  4.14. Legal Opinion; Blue Sky Letter.

Prior to, and as a condition to the Closing, counsel for the Company, Vinson &
Elkins LLP, shall deliver a legal opinion to each Purchaser as to matters
relating to the issuance and sale of the Shares hereunder, and other matters
reasonably requested by the Purchasers, in form and substance reasonably
satisfactory to the Purchasers as well as a Blue Sky letter concerning the offer
and sale of the Shares and compliance with state securities laws in connection
therewith.

         SECTION 5. Representations, Warranties and Covenants of the Purchasers.

                           (a) Each Purchaser acknowledges that the Shares have
not been registered under the Securities Act or any state securities law and may
not be offered, sold, pledged or otherwise transferred in the absence of such
registration, unless (i) the Company receives an opinion of counsel reasonably
acceptable to it that such offer, sale, pledge or transfer is exempt from any
registration and prospectus delivery requirements of the Securities Act and any
applicable state securities laws or (ii) the Shares are sold pursuant to Rule
144 promulgated under the Securities Act ("Rule 144") in accordance with the
terms of such rule. Except as otherwise permitted by Section 7.2, each
certificate for the Shares issued at the Closing, or upon direct or indirect
transfer of or in substitution thereof, shall be stamped or otherwise imprinted
with a legend in substantially the following form:

                  The Shares represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended, or
                  under any applicable state securities laws and may not be
                  offered, sold, pledged or transferred in the absence of such
                  registration unless the Company receives an opinion of
                  counsel, in form, substance and scope reasonably acceptable to
                  the Company, that such offer, sale, pledge or transfer is
                  exempt from any registration and prospectus delivery
                  requirements of the Securities Act and such applicable state
                  securities laws.

                           (b) Each Purchaser represents and warrants, as of the
date hereof and as of the Closing Date, to, and covenants with, the Company
that: (i) the Purchaser, taking into account the personnel and resources it can
practically bring to bear on the purchase of the Shares contemplated hereby, is
knowledgeable, sophisticated and experienced in making, and is qualified to
make, decisions with respect to investments in equity securities presenting an
investment decision like that involved in the purchase of the Shares, including
investments in equity securities issued by Internet companies; (ii) the
Purchaser or its counsel, accountants or other investment advisers have
requested, received, reviewed and considered all information deemed relevant by
them in making an informed decision to purchase the Shares, (iii) the Purchaser
is acquiring the Shares in the ordinary course of its business and for its own
account for investment only and with no present intention of distributing any of
the Shares, nor is there any arrangement or understanding with any other persons
regarding the distribution of the Shares; provided however, that such
representation and warranty will not limit the Purchaser's right to sell Shares
pursuant to the Registration Statement (as defined in Section 7 below) or
pursuant to an exemption from the Securities Act; (iv) the Purchaser will not,
directly or indirectly, offer, sell (including sell short), pledge, transfer or
otherwise dispose of (or



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solicit any offers to buy, purchase or otherwise acquire or take a pledge of)
any of the Shares except in compliance with the Securities Act, and the rules
and regulations promulgated thereunder; (v) the Purchaser has completed or
caused to be completed the Registration Statement Questionnaire and the Stock
Certificate Questionnaire, both attached hereto as Appendix I, and the answers
thereto are true, correct and complete as of the date hereof and will be true,
correct and complete as of the effective date of the Registration Statement;
(vi) the Purchaser has, in connection with its decision to purchase the Shares,
relied solely upon the PPM, the SEC Documents and the representations and
warranties contained herein, as well as any investigation completed by the
Purchaser or its counsel, accountants or other investment advisers; (vii) the
Purchaser is an "accredited investor" within the meaning of Rule 501 of
Regulation D promulgated under the Securities Act or is not a "U.S. Person" as
defined in Regulation S promulgated under the Securities Act; (viii) the
Purchaser will supply the Company with such other facts as from time to time are
deemed necessary or desirable in order to ascertain that no violation has
occurred of any securities laws of the United States or any other relevant
jurisdiction, including the Securities Act; and (ix) the Purchaser shall provide
promptly such information and execute and deliver such documents as may be
necessary to comply with any and all laws and ordinances to which the Company
may be subject.

                           (c) Each Purchaser agrees not to make any sale of the
                  Shares under the Registration Statement without effectively
                  causing the prospectus delivery requirement under the
                  Securities Act to be satisfied, and each Purchaser
                  acknowledges and agrees that such Shares are not transferable
                  on the books of the Company unless the certificate submitted
                  to the transfer agent evidencing the Shares is accompanied by
                  a separate officer's certificate: (i) in the form of Appendix
                  II hereto, (ii) executed by an officer of, or other authorized
                  person designated by, the Purchaser, and (iii) to the effect
                  that (A) such Shares have been sold pursuant to and in
                  accordance with the Registration Statement and (B) the
                  requirement of delivering a current prospectus has been
                  satisfied, unless exempt from registration and prospectus
                  delivery requirements. Each Purchaser acknowledges that there
                  may occasionally be times when the Company must suspend the
                  use of the prospectus forming a part of the Registration
                  Statement until such time as an amendment to the Registration
                  Statement has been filed by the Company and declared effective
                  by the Commission, or until such time as the Company has filed
                  an appropriate report with the Commission pursuant to the
                  Exchange Act. Each Purchaser agrees that it will not sell any
                  Shares during the period commencing at the time at which the
                  Company gives the Purchaser notice of the suspension of the
                  use of said prospectus and ending at the time the Company
                  gives the Purchaser notice that the Purchaser may thereafter
                  effect sales pursuant to said prospectus. The Company shall
                  only be able to suspend the use of said prospectus for periods
                  aggregating no more than sixty (60) business days in any
                  twelve-month period. Each Purchaser further agrees to notify
                  promptly the Company of the sale of all of such Purchaser's
                  Shares, and to notify promptly the Company in writing of any
                  material changes in the information set forth in the
                  Registration Statement relating to such Purchaser or its plan
                  of distribution, or of any



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                  supplemental information required to be included in the
                  Registration Statement relating to its plan of distribution.

                           (d) Each Purchaser further represents and warrants,
                  as of the date hereof and as of the Closing Date, to, and
                  covenants with, the Company that: (i) the Purchaser has full
                  right, power, authority and capacity to enter into this
                  Agreement and to consummate the transactions contemplated
                  hereby and has taken all necessary action to authorize the
                  execution, delivery and performance of this Agreement, and
                  (ii) upon the execution and delivery of this Agreement, this
                  Agreement shall constitute a valid and binding obligation of
                  the Purchaser enforceable in accordance with its terms.

                           (e) Each Purchaser acknowledges that it understands
                  that the acquisition of the Shares is a high risk investment,
                  that such risks include the information contained in "Risk
                  Factors" and elsewhere in the PPM and that such Purchaser can
                  bear the economic risks of such investment. Such Purchaser was
                  not formed for the specific purpose of acquiring the Shares.

         SECTION 6. Survival of Representations, Warranties and Agreements.
Notwithstanding any investigation made by any party to this Agreement, all
covenants, agreements, representations and warranties made by the Company and
the Purchaser herein shall survive the execution of this Agreement, the delivery
to the Purchaser of the Shares being purchased and the payment therefor.

         SECTION 7. Registration of Shares for Resale.

                  7.1. Registration Procedures and Expenses.

                           (a) The Company shall, as soon as practicable, but in
no event later than the thirtieth (30th) calendar day following the closing of
the first sale of the Shares, prepare and file with the Commission a
registration statement on Form S-3 (or if Form S-3 or a successor form is not
then available to the Company, on such form of registration statement as is then
available to effect a registration of the Shares) (the "Registration Statement")
to register all of the Shares ("Registrable Securities") held by the Purchasers
for resale by the Purchasers in non-underwritten, market transactions, and shall
use its best efforts to cause the Registration Statement to become effective as
soon as practicable thereafter. In the event that, unless due to circumstances
or causes beyond the reasonable control of the Company, the Registration
Statement has not become effective on or before the one hundred fiftieth (150th)
calendar day following the closing of the first sale of the Shares, the Company
will pay to each Purchaser, upon demand therefor, an amount equal to one percent
(1%) of the purchase price paid by each Purchaser for the Shares for each full
period, if any, of five (5) business days thereafter before the Registration
Statement becomes effective; provided, however, that the maximum amount payable
by the Company pursuant to this sentence is an amount equal to five percent (5%)
of the purchase price paid by the Purchasers for the Shares. The Company shall,
within



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three business days before filing such Registration Statement, provide a draft
to each Purchaser and its counsel and its agent for review and comment.

                           (b) The Company shall promptly prepare and file with
the Commission such amendments and supplements to the Registration Statement and
the prospectus used in connection therewith as may be necessary to keep the
Registration Statement effective until such date when either all of the
Registrable Securities have been sold pursuant thereto or, by reason of Rule
144(k) under the Securities Act or any other rule of similar effect, the
Registrable Securities are no longer required to be registered for the resale
thereof by the Purchasers in ordinary market transactions without imposition of
any volume limitations (the "Registration Period"). The Company shall promptly
furnish to each Purchaser and its agent such number of copies of prospectuses
and preliminary prospectuses in conformity with the requirements of the
Securities Act as such Purchaser or its agent may reasonably request, in order
to facilitate the public sale or other disposition of all or any of the
Registrable Securities by such Purchaser.

                           (c) The Company shall promptly file documents
required of the Company for any required blue sky clearance for the Registrable
Securities in such states specified in writing by each Purchaser or its agent;
provided, however, that the Company shall not be required to (i) qualify to do
business or consent to service of process in any jurisdiction in which it is not
now so qualified or has not so consented, (ii) subject itself to general
taxation in any such jurisdiction, (iii) provide any undertakings that cause the
Company undue burden or expense or (iv) make any change in its charter or
bylaws.

                           (d) The Company shall promptly inform each Purchaser
and its agent when any stop order has been issued with respect to the
Registration Statement and use its best efforts to promptly cause such stop
order to be withdrawn.

                           (e) The Company shall notify each Purchaser whose
shares are registered on a Registration Statement and its agent at any time when
a prospectus relating to any Registrable Securities covered by such Registration
Statement 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 a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing and promptly file such amendments and supplements as may be necessary
so that, as thereafter delivered to such Purchasers of such Registrable
Securities, such prospectus shall not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances then
existing and use its best efforts to cause each such amendment and supplement to
become effective.



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                           (f) The Company shall bear all expenses in connection
with the procedures in paragraph (a) through (f) in this Section 7.1 and the
registration of the Shares pursuant to the Registration Statement, other than
(i) fees and expenses, if any, of counsel or other advisers to the Purchaser or
the Other Purchasers, (ii) any expenses relating to the sale of the Registrable
Securities by the Purchasers, or (iii) broker's commissions and discounts or
fees of any nature relating to the sales.

                           (g) The Company understands that each Purchaser
disclaims being an underwriter, but a Purchaser being deemed an underwriter
shall not relieve the Company of any obligations it has hereunder. A
questionnaire related to the Registration Statement to be completed by each
Purchaser is attached as Appendix I to this Agreement.

                  7.2. Piggy-Back Registration.

                           (a) Subject to the provisions of this Agreement, if
the Company proposes to file a registration statement under the Securities Act,
including a Registration Statement pursuant to Section 7.1(a), with respect to
an underwritten offering of any equity securities by the Company for its own
account or for the account of any of its equity holders (other than a
registration statement on Form S-4 or S-8 or any substitute form that may be
adopted by the Commission or any registration statement filed in connection with
an exchange offer or offering of securities solely to the Company's existing
security holders), then the Company shall give written notice of such proposed
filing to the holders of Registrable Securities as soon as practicable (but in
no event less than 15 days before the anticipated initial filing date of such
registration statement), and such notice shall offer such holders the
opportunity to register such number of Registrable Securities as each such
holder may request (a "Piggyback Registration"). Subject to Section 7.2(b)
hereof, the Company shall include in each such Piggyback Registration all
Registrable Securities requested to be included in the registration for such
offering; provided, however, that the Company may at any time withdraw or cease
proceeding with such registration. Each holder of Registrable Securities shall
be permitted to withdraw all or part of such holder's Registrable Securities
from a Piggyback Registration at any time prior to the effective date thereof.



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                           (b) The Company shall use all commercially reasonable
efforts to cause the managing underwriter or underwriters of a proposed
underwritten offering to permit the Registrable Securities requested to be
included in the registration statement for such offering under Section 7.2(a)
("Piggyback Securities"), to be included on the same terms and conditions as any
similar securities included therein. Notwithstanding the foregoing, the Company
shall not be required to include any holder's Piggyback Securities in such
offering unless such holder accepts the terms of the underwriting agreement
between the Company and the managing underwriter or underwriters and otherwise
complies with the provisions of Section 7.8 below. In all other offerings that
are underwritten, if the managing underwriter or underwriters of such proposed
underwritten offering advise the Company in writing that in their opinion the
total amount of securities, including Piggyback Securities, to be included in
such offering is sufficiently large to cause a material adverse effect to the
price or success of the offering (a "Registration Material Adverse Effect"),
then in such event the securities to be included in such offering shall be
allocated first to the Company, second, to the selling equity holders originally
demanding such registration pursuant to registration rights that they acquired
prior to the closing of the first sale of the Shares, and then, to the extent
that any additional securities can, in the opinion of such managing underwriter
or underwriters, be sold without any such Registration Material Adverse Effect,
pro rata among the holders of Piggyback Securities and other selling equity
holders holding piggyback registration rights that they acquired prior to the
closing of the first sale of the Shares, on the basis of the number of
outstanding shares of Common Stock requested to be included in such registration
by each such holder.

                  7.3. Transfer of Registrable Securities.

Each Purchaser agrees that it will not effect any disposition of Registrable
Securities except as contemplated in the Registration Statement or as otherwise
in compliance with applicable securities laws, and that it will promptly notify
the Company of any material changes in the information set forth in the
Registration Statement regarding the Purchaser or its plan of distribution.
Without limitation, each Purchaser understands that (i) it may not use
Registrable Securities to cover a short position in shares of the Company's
Common Stock created prior to the effective date of the Registration Statement,
and (ii) it must deliver a prospectus in connection with any short sale of the
Registrable Securities unless it is exempt from such requirement.

                  7.4. Indemnification. For the purpose of this Section 7.4:

                           (a) the term "Selling Stockholder" shall include the
Purchaser, its officers, directors, agent and/or trustees and any affiliate or
controlling person of such Purchaser or any permitted assign hereunder;

                           (b) the term "Registration Statement" shall include
any final prospectus, exhibit, supplement or amendment included in or relating
to the Registration Statement referred to in Sections 7.1 or 7.2; and



                                      -11-
<PAGE>   12

                           (c) the term "untrue statement" shall include any
untrue statement or alleged untrue statement, or any omission or alleged
omission to state in the Registration Statement a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

         The Company agrees to indemnify and hold harmless each Selling
Stockholder from and against any losses, claims, damages or liabilities to which
such Selling Stockholder may become subject (under the Securities Act or
otherwise) insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arise out of, or are based upon, any breach of
the representations set forth in Section 4 hereof by the Company, or any untrue
statement of a material fact contained in the Registration Statement, or arise
out of any failure by the Company to fulfill any agreement, covenant or
undertaking contained in this Agreement and the Company will reimburse such
Selling Stockholder for any reasonable legal or other documented expenses
reasonably incurred in investigating, defending or preparing to defend any such
action, proceeding or claim; provided, however, that the Company shall not be
liable in any such case to the extent that such loss, claim, damage or liability
arises out of, or is based upon, (i) an untrue statement made in the
Registration Statement in reliance upon and in conformity with written
information furnished to the Company by or on behalf of such Selling Stockholder
specifically for use in the Registration Statement (which shall be deemed to
include the information set forth in the Registration Statement Questionnaire
and in the plan of distribution section of the prospectus), (ii) the failure of
such Selling Stockholder to comply with the covenants and agreements contained
herein respecting transfer or sale of Registrable Securities, or (iii) any
statement or omission in any Prospectus of which such Purchaser is notified or
that is corrected in any subsequent Prospectus that was delivered to the
Purchaser sufficiently prior to the pertinent sale or sales by the Purchaser.
The Company shall also not be liable for amounts paid in settlement of any loss,
claim, damage or liability if such settlement if effected without the prior
written consent of the Company, which consent shall not be unreasonably
withheld.

         Each Purchaser agrees, severally and not jointly, to indemnify and hold
harmless the Company (and each person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act, each officer of the Company who
signs the Registration Statement and each director of the Company) from and
against any losses, claims, damages or liabilities to which the Company (or any
such officer, director or controlling person) may become subject (under the
Securities Act or otherwise), insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of, or are
based upon, any breach of the representations set forth in Section 5 hereof by
such Purchaser, or any failure by such Purchaser to comply with the covenants
and agreements contained herein, or any untrue statement of a material fact
contained in the Registration Statement if such untrue statement was made in
reliance upon and in conformity with written information furnished by or on
behalf of the Purchaser specifically for use in the Registration Statement. Each
Purchaser will reimburse, severally and not jointly, the Company (or such
officer, director or controlling person), as the case may be, for any legal or
other documented expenses reasonably incurred in investigating, defending or
preparing to defend any such action, proceeding or claim. Each Purchaser agrees
that the information regarding the Purchaser or its officers, directors and
affiliates and their intended plan of distribution of the Shares set forth in
the Registration



                                      -12-
<PAGE>   13

Statement questionnaire, the form of which is attached as Appendix I, or
included from time to time in the Registration Statement (including without
limitation the plan of distribution section of the Registration Statement) shall
be deemed to be written information furnished to the Company by or on behalf of
the Purchaser specifically for use in the Registration Statement. The foregoing
indemnification shall be limited in amount as to each Purchaser to the greater
of the Purchase Price paid by such Purchaser hereunder or the proceeds received
by such Purchaser upon the sale of Registrable Securities.

         Promptly after receipt by any indemnified person of a notice of a claim
or the beginning of any action in respect of which indemnity is to be sought
against an indemnifying person pursuant to this Section 7.4, such indemnified
person shall notify the indemnifying person in writing of such claim or of the
commencement of such action; provided, however, that any failure by an
indemnified person to notify an indemnifying person shall not relieve the
indemnifying person from its obligations hereunder except to the extent that the
indemnifying person is materially prejudiced thereby. Subject to the provisions
hereinafter stated, in case any such action shall be brought against an
indemnified person and such indemnifying person shall have been notified
thereof, such indemnifying person shall be entitled to participate therein, and,
to the extent it shall wish, to assume and control the defense thereof, with
counsel reasonably satisfactory to such indemnified person. After notice from
the indemnifying person to such indemnified person of its election to assume the
defense thereof, such indemnifying person shall not be liable to such
indemnified person for any legal expenses subsequently incurred by such
indemnified person in connection with the defense thereof; provided, however,
that if there exists a conflict of interest that would make it inappropriate, in
the opinion of counsel to the indemnifying person, for the same counsel to
represent both the indemnified person and such indemnifying person or any
affiliate or associate thereof, the indemnified person shall be entitled to
retain its own counsel at the expense of such indemnifying person; provided
further, however, that no indemnifying person shall be responsible for the fees
and expenses of more than one separate counsel for all indemnified parties
hereunder and under the other Agreements.

         If the indemnification provided for in this Section 7.4 from the
indemnifying person would be applicable by its terms but is otherwise
unavailable, as determined by a court of applicable jurisdiction, to an
indemnified person hereunder in respect of any losses, claims, damages,
liabilities or expenses referred to herein, then the indemnifying person, in
lieu of indemnifying such indemnified person, shall contribute to the amount
paid or payable by such indemnified person as a result of such losses, claims,
damages, liabilities or expenses in such proportion as is appropriate to reflect
the relative fault of the indemnifying person and indemnified persons in
connection with the actions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative fault of such indemnifying person and indemnified persons shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact, has been
made by, or relates to information supplied by, such indemnifying person or
indemnified persons, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include, subject to the
limitations set forth in this Section 7.4, any reasonable legal or



                                      -13-
<PAGE>   14

other fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding.

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 7.4 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 7.4, no Purchaser shall be
required to contribute any amount in excess of the dollar amount of the proceeds
received by such Purchaser upon the sale of the Registrable Securities, giving
rise to such contribution obligation. 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.

                  7.5. Termination of Conditions and Obligations.

The conditions imposed by Section 5 or this Section 7 upon the transferability
of Registrable Securities shall cease and terminate as to any particular number
of Registrable Securities when such Registrable Securities shall have been
effectively registered under the Securities Act and sold or otherwise disposed
of in accordance with the intended method of disposition set forth in the
Registration Statement, or at such time as an opinion of counsel satisfactory to
the Company shall have been rendered to the effect that such conditions are not
necessary in order to comply with the Securities Act. Notwithstanding anything
to the contrary contained herein, no Purchaser shall be entitled to exercise any
right provided for in: Section 7.2 after the third anniversary of the Closing.

                  7.6. Continued Availability of Information.

So long as the Registration Statement is effective covering the resale of
Registrable Securities owned by the Purchaser, the Company will furnish to the
Purchaser:

                           (a) as soon as practicable after available (but in
the case of the Company's Annual Report to Stockholders, within 120 days after
the end of each fiscal year of the Company), one copy of (i) its Annual Report
to Stockholders (which Annual Report shall contain financial statements audited
in accordance with generally accepted accounting principles by a firm of
certified public accountants), (ii) if not included in substance in the Annual
Report to Stockholders, its Annual Report on Form 10-KSB or Form 10-K, as
applicable, (iii) any quarterly reports to stockholders, and if not included in
substance in its quarterly reports to stockholders, its quarterly reports on
Form 10-QSB or Form 10-Q, as applicable, and (iv) a full copy of the
Registration Statement (the foregoing, in each case, excluding exhibits);

                           (b) upon the reasonable request of a Purchaser or its
agent, all exhibits excluded by the parenthetical to subparagraph (a)(iv) of
this Section 7.6 and all other information that is made available to
shareholders generally; and

                           (c) upon the reasonable request of a Purchaser or its
agent, an adequate number of copies of the prospectuses to supply to any other
party requiring such prospectuses; and the Company, upon the reasonable request
of a Purchaser or its agent, will meet with the Purchaser or a representative
thereof at the Company's headquarters to discuss all information relevant for



                                      -14-
<PAGE>   15

disclosure in the Registration Statement and will otherwise cooperate with any
Purchaser conducting an investigation for the purpose of reducing or eliminating
such Purchaser's exposure to liability under the Securities Act, including the
reasonable production at the Company's headquarters of non-confidential
information (and, upon execution of a confidentiality agreement satisfactory to
the Company, confidential information).

                  7.7. Reports under Exchange Act.

With a view to making available to the Purchasers the benefits of Rule 144
promulgated under the Securities Act and any other rule or regulation of the
Commission that may at any time permit a Purchaser to sell Registrable
Securities to the public without registration, and with a view to making it
possible to register the Registrable Securities pursuant to a registration on
Form S-3, the Company agrees to:

                           (a) make and keep available public information, as
understood and defined in Rule 144, at all times;

                           (b) file with the Commission in a timely manner all
reports and other documents required of the Company under the Securities Act and
the Exchange Act; and

                           (c) furnish to a Purchaser owning any Registrable
Securities or its agent upon reasonable request (i) a written statement by the
Company that is has complied with the reporting requirements of Rule 144, the
Securities Act and the Exchange Act, or that it qualifies as a registrant whose
Registrable Securities may be resold pursuant to Form S-3 (at any time after it
so qualified, (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company, and (iii)
such other information as may be reasonably required in availing any Purchaser
of Registrable Securities of any rule or regulation of the Commission which
permits the selling of any such Registrable Securities without registration or
pursuant to such form.

                  7.8. Participation in Underwritten Registrations.

No holder of Registrable Securities may participate in any underwritten
registration hereunder unless such holder (i) agrees to sell such holder's
Registrable Securities on the basis provided in any underwriting arrangements
approved by the person entitled hereunder to approve such arrangements, and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements and this Agreement.

         SECTION 8. Broker's Fees.

Each of the parties hereto hereby represents that, on the basis of any actions
and agreements by it, there are no brokers or finders entitled to compensation
in connection with the sale of the Shares to the Purchaser, except for the
Company's obligations to the Placement Agents.

         SECTION 9. Expenses.

At the Closing, each party hereto shall bear its own expenses.



                                      -15-
<PAGE>   16

         SECTION 10. Notices.

All notices, requests, consents and other communications hereunder shall be in
writing, shall be sent by a nationally recognized overnight express courier
postage prepaid, and shall be deemed given one day after being so sent and shall
be delivered as addressed as follows:

         (a)      if to the Company, to:

                           MSI Holdings, Inc.
                           1121 East 7th Street
                           Austin, Texas 78702
                           Attention: Robert J. Gibbs
                           President and Chief Executive Officer


                  with copies so mailed to:

                           Vinson & Elkins LLP
                           3700 Trammel Crow Center
                           2001 Ross Avenue
                           Dallas, Texas 75201
                           Attention: Jeffrey Chapman, Esq.

                  or to such other person at such other place as the Company
                  shall designate to the Purchaser in writing; and

         (b)      if to the Purchaser, at the address set forth o Schedule A or
                  Schedule B hereto, or at such other address or addresses as
                  may have been furnished to the Company in writing,

         SECTION 11. Entire Agreement; Changes.

This Agreement sets forth the entire agreement of the parties and may not be
modified or amended except pursuant to an instrument in writing signed by the
Company and the Purchaser.

         SECTION 12. Headings.

The headings of the various sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed to be part of this
Agreement.

         SECTION 13. Severability.

In case any provision contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.



                                      -16-
<PAGE>   17

         SECTION 14. Governing Law.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF TEXAS WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS.

         SECTION 15. Counterparts.

This Agreement may be executed in two or more counterparts (including by
facsimile), each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument, and shall become effective
when one or more counterparts have been signed by each party hereto and
delivered to the other parties.

         SECTION 16. Assignment.

The Purchaser (or any permitted assignee) may assign its rights under Section 7
of this Agreement to any subsequent holder of any or all of the Shares who has
purchased Shares from such Purchaser (or permitted assignee), provided that the
Company shall have the right to require any such holder of any or all of the
Shares to execute a counterpart of this Agreement and agree to be bound by the
provisions of this Agreement as a condition to such holder's claim to any rights
hereunder.



                            [Signature Page Follows]





                                      -17-
<PAGE>   18

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives on the date set forth below.



February 15, 2000


                                MSI HOLDINGS, INC.


                                BY: /s/ D.W. BANISTER
                                   ------------------
                                    TITLE: CHIEF FINANCIAL OFFICER


                                PURCHASERS:

                                Name of Purchaser:
                                                  ------------------------------
                                Name of Authorized Signatory:
                                                             -------------------
                                Signature of Authorized Signatory:
                                                                  --------------
                                Title of Authorized Signatory:
                                                              ------------------




                                      -18-
<PAGE>   19

                                                                       EXHIBIT A

                             SCHEDULE OF PURCHASERS


<TABLE>
<CAPTION>
                                                                        NUMBER         TOTAL
           PURCHASER'S NAME                         $/SHARE            OF SHARES      PAYMENT $
------------------------------------------------------------------------------------------------

<S>                                             <C>              <C>                <C>
GUILDER GAGNON AND HOWE

------------------------------------------------------------------------------------------------
Guilder Gagnon Howe & Co.                             6.00               166,667       1,000,002
LLC
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------

KAHN CAPITAL PARTNERS

------------------------------------------------------------------------------------------------
Kahn Capital Partners LP                              6.00               350,000       2,100,000
------------------------------------------------------------------------------------------------
Dorado Capital Partners                               6.00               100,000         600,000
------------------------------------------------------------------------------------------------
Bricoleur Partners                                    6.00               240,000       1,440,000
------------------------------------------------------------------------------------------------
JIB                                                   6.00                46,000         276,000
------------------------------------------------------------------------------------------------
Aaces                                                 6.00                14,000          84,000
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------

SUNAMERICA, INC.

------------------------------------------------------------------------------------------------
OKGBD & Co. FBO SunAmerica                            6.00               333,334       2,000,004
Inc.
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------

ARDSLEY PARTNERS

------------------------------------------------------------------------------------------------
Goldman Sachs & Co. for acct of                       6.00               275,000       1,650,000
Ardsley Offshore Fund Ltd.
------------------------------------------------------------------------------------------------
Goldman Sachs & Co. for acct of                       6.00               235,000       1,410,000
Ardsley Partners Fund II, L.P.
------------------------------------------------------------------------------------------------
Goldman Sachs & Co. for acct of                       6.00               175,000       1,050,000
Ardsley Institutional Fund, L.P.
------------------------------------------------------------------------------------------------
Goldman Sachs & Co. for acct of                       6.00               165,000         990,000
Ardsley Partners Fund I, L.P.
------------------------------------------------------------------------------------------------
</TABLE>



                                      -19-
<PAGE>   20

<TABLE>
<CAPTION>
                                                                        NUMBER          TOTAL
           PURCHASER'S NAME                         $/SHARE            OF SHARES       PAYMENT $
------------------------------------------------------------------------------------------------

<S>                                             <C>              <C>                <C>
Goldman Sachs & Co. for acct of                       6.00               150,000         900,000
HH Managed Account 1, Ltd.
------------------------------------------------------------------------------------------------

AIM ADVISORS INC.

------------------------------------------------------------------------------------------------
Brookfront & Co. as nominee for                       6.00               824,712       4,948,272
AIM Capital Dev. Fund
------------------------------------------------------------------------------------------------
Bipod & Co. as nominee for AIM                        6.00                 8,621          51,726
VI Capital Dev. Fund
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------

WANGER ASSET MANAGEMENT

------------------------------------------------------------------------------------------------
Northcabin and Co. as nominee                         6.00               350,000       2,100,000
for Acorn USA Fund
------------------------------------------------------------------------------------------------
Payoff and Co. as nominee for                         6.00               350,000       2,100,000
Wanger US Small Cap Advisor
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------

UNTERBERG/IRVINE CAPITAL
PARTNERS

------------------------------------------------------------------------------------------------
C.E. Unterberg, Towbin Capital                        6.00                74,990         449,940
Partners I, L.P.
------------------------------------------------------------------------------------------------
UT Technology Partners, LDC                           6.00               133,330         799,980
------------------------------------------------------------------------------------------------
UT Capital Partners International,                    6.00                33,340         200,040
LDC
------------------------------------------------------------------------------------------------
Irvine Capital Partners, L.P.                         6.00               100,000         600,000
------------------------------------------------------------------------------------------------
Irvine Capital Partners II, L.P.                      6.00                16,670         100,020
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------

ENDEAVOR ASSET MANAGEMENT

------------------------------------------------------------------------------------------------
ING Barings FAO Endeavor Asset                        6.00               166,667       1,000,002
MGMT
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------
</TABLE>



                                      -20-
<PAGE>   21

<TABLE>
<CAPTION>
                                                                        NUMBER           TOTAL
           PURCHASER'S NAME                         $/SHARE            OF SHARES       PAYMENT $
------------------------------------------------------------------------------------------------

<S>                                                 <C>                <C>             <C>
CHARTWELL

------------------------------------------------------------------------------------------------
Bank of America FAO Chartwell                         6.00               166,667       1,000,002
Investment Partners
------------------------------------------------------------------------------------------------

KENSINGTON

------------------------------------------------------------------------------------------------
Kensington Partners L.P.                              6.00               129,100         774,600
------------------------------------------------------------------------------------------------
Kensington Partners II, L.P.                          6.00                 7,667          46,002
------------------------------------------------------------------------------------------------
Bald Eagle Fund, Ltd.                                 6.00                29,900         179,400
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------

KINETICS

------------------------------------------------------------------------------------------------
Internet Emerging Growth Fund -                       6.00                16,666          99,996
Firstar Trust Company
------------------------------------------------------------------------------------------------
Internet Fund - Firstar Trust                         6.00               133,335         800,010
Company
------------------------------------------------------------------------------------------------
Internet Infrastructure Fund -                        6.00                16,666          99,996
Firstar Trust Company
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------

LIBRA

------------------------------------------------------------------------------------------------
Libra Fund                                            6.00               133,334         800,004
------------------------------------------------------------------------------------------------
Libra Offshore Fund Ltd.                              6.00                33,333         199,998
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------

TIEDEMAN BOLTRESS

------------------------------------------------------------------------------------------------
Tiedeman Investment Group                             6.00               166,667       1,000,002
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------

PANTHEON

------------------------------------------------------------------------------------------------
Pantheon Partners L.P.                                6.00               133,334         800,004
------------------------------------------------------------------------------------------------
</TABLE>



                                      -21-
<PAGE>   22

<TABLE>
<CAPTION>
                                                                         NUMBER          TOTAL
           PURCHASER'S NAME                         $/SHARE             OF SHARES      PAYMENT $
------------------------------------------------------------------------------------------------
<S>                                                 <C>                 <C>            <C>
Kimberlite Partners L.P.                              6.00                33,333         199,998
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------

MILLER ANDERSON

------------------------------------------------------------------------------------------------
MAS Funds Small Cap Value                             6.00               628,900       3,773,400
Portfolio
------------------------------------------------------------------------------------------------
Van Kampen American Value                             6.00               563,100       3,378,600
Fund
------------------------------------------------------------------------------------------------
MSDW SICAV Small Cap Value                            6.00                41,500         249,000
Equity Fund
------------------------------------------------------------------------------------------------
MSDW SICAV Global Small Cap                           6.00                 9,600          57,600
Equity Fund
------------------------------------------------------------------------------------------------
Coutts & Co.                                          6.00                 6,900          41,400
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------

SHOTTENFELD

------------------------------------------------------------------------------------------------
Shottenfeld Assoc. LP                                 6.00               250,000       1,500,000
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------

AIG

------------------------------------------------------------------------------------------------
AIG Soundshore Holdings Ltd.                          6.00               111,125         666,750
------------------------------------------------------------------------------------------------
AIG Soundshore Opportunity                            6.00                35,750         214,500
Holding Fund Ltd.
------------------------------------------------------------------------------------------------
AIG Soundshore Strategic                              6.00                19,792         118,752
Holding Fund Ltd.
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------

DENVER INVESTMENT ADVISORS

------------------------------------------------------------------------------------------------
Westcore Small Cap Growth Fund                        6.00               166,667       1,000,002
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------
</TABLE>



                                      -22-
<PAGE>   23

<TABLE>
<CAPTION>
                                                                         NUMBER          TOTAL
           PURCHASER'S NAME                         $/SHARE             OF SHARES      PAYMENT $
------------------------------------------------------------------------------------------------

<S>                                                 <C>                 <C>            <C>
GRYPHON CAPITAL MANAGEMENT

------------------------------------------------------------------------------------------------
Cascade Capital Partners                              6.00               585,000       3,510,000
------------------------------------------------------------------------------------------------
Gryphon Offshore Fund                                 6.00               114,000         684,000
------------------------------------------------------------------------------------------------
Job & Company                                         6.00                51,000         306,000
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------

ALLIANCE CAPITAL MANAGEMENT

------------------------------------------------------------------------------------------------
ACM Strat Inv.                                        6.00               224,200       1,345,200
------------------------------------------------------------------------------------------------
ACM Technology Hedge FD                               6.00               135,100         810,600
------------------------------------------------------------------------------------------------
Alliance Technology Partners                          6.00                40,700         244,200
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------

WELLINGTON MANAGEMENT
COMPANY

------------------------------------------------------------------------------------------------
Pitt & Co.                                            6.00                95,000         570,000
------------------------------------------------------------------------------------------------
Hammerhead & Co.                                      6.00                80,000         480,000
------------------------------------------------------------------------------------------------
Tarp & Co.                                            6.00                60,000         360,000
------------------------------------------------------------------------------------------------
Westcoast & Co.                                       6.00               235,000       1,410,000
------------------------------------------------------------------------------------------------
Finwell & Co.                                         6.00               166,000         996,000
------------------------------------------------------------------------------------------------
Landwatch & Co.                                       6.00               172,000       1,032,000
------------------------------------------------------------------------------------------------
Gerlach & Co.                                         6.00                13,000          78,000
------------------------------------------------------------------------------------------------
Barnstorm & Co.                                       6.00                54,000         324,000
------------------------------------------------------------------------------------------------
                                                                                      55,000,002
------------------------------------------------------------------------------------------------
</TABLE>



                                      -23-
<PAGE>   24

                                   APPENDIX I
                                  (one of two)

                               MSI HOLDINGS, INC.
                         STOCK CERTIFICATE QUESTIONNAIRE

Please provide us with the following information:

1.       The exact name that your Shares are to be registered. This is the name
         that will appear on your stock certificate(s). You may use a nominee
         name if appropriate:_________________


2.       The relationship between the Purchaser of the Shares and the registered
         holder listed in response to item 1 above: _________________

3.       The mailing address of the registered holder listed in response to item
         1 above

4.       The social security number or tax identification number of the
         registered holder listed in response to item 1 above: _________________




                                      -24-
<PAGE>   25

                                   APPENDIX I
                                  (two of two)

                               MSI HOLDINGS, INC.
                      REGISTRATION STATEMENT QUESTIONNAIRE

In connection with the preparation of the Registration Statement, please provide
us with the following information:

1.       Pursuant to the "Selling Stockholder" section of the Registration
         Statement, please state your or your organization's name exactly as it
         should appear in the Registration Statement:

2.       Please provide the number of shares of Common Stock that you or your
         organization will own beneficially or of record immediately after
         Closing, including those Shares purchased by you or your organization
         pursuant to this Purchase Agreement and those shares purchased by you
         or your organization through other transactions (indicating whether you
         have sole or shared voting or dispositive power over such securities as
         determined under applicable rules of the Securities and Exchange
         Commission):

<TABLE>
<CAPTION>
         VOTING POWER         DISPOSITIVE POWER

<S>                         <C>               <C>              <C>               <C>
              SOLE             SHARED            SOLE             SHARED

                                                                                 Common Stock beneficially owned
                                                                                 prior to the date hereof
          -------------     -------------     -----------      ------------

                                                                                 Shares being purchased from the
                                                                                 Company
          -------------     -------------     -----------      ------------

                                                                                 Common Stock issuable upon
                                                                                 exercise of other options or
                                                                                 warrants that you may own, to the
                                                                                 extent such shares of Common Stock
                                                                                 are deemed to be beneficially
                                                                                 owned
          -------------     -------------     -----------      ------------
</TABLE>

              TOTAL: ________________ shares of Common Stock beneficially owned

         Have you or your organization had any position, office o other material
         relationship within the past three years with the Company or its
         affiliates other than as disclosed in the Company's proxy statement for
         its 1999 annual meeting of stockholders, or with Janney Montgomery
         Scott LLC or Tejas Securities Group, Inc.?

         _____ Yes      _____ No



                                      -25-
<PAGE>   26

     If yes, please indicate the nature of any such relationships below:


     -------------------------------------------------------------------------

     -------------------------------------------------------------------------

     -------------------------------------------------------------------------

     Attached is a draft of the proposed "plan of distribution" section of the
     Registration Statement. Please confirm that the draft is a correct and
     complete statement of your intended plan of distribution.

     _____ Yes        _____ No




                                      -26-
<PAGE>   27

                              PLAN OF DISTRIBUTION

         The Shares being offered by the Selling Shareholder or its respective
pledgees, donees, transferees or other successors in interest, will be sold in
one or more transactions (which may involve block transactions) on the NASD
Over-The-Counter Bulletin Board or on such other market on which the Common
Stock may from time to time be trading, in privately negotiated transactions,
through the writing of options on the Shares, short sales or any combination
thereof. The sale price to the public may be the market price prevailing at the
time of sale, a price related to such prevailing market price or such other
price as the Selling Shareholder determines from time to time. The Shares may
also be sold pursuant to Rule 144. The Selling Shareholder shall have the sole
and absolute discretion not to accept any purchase offer or make any sale of
Shares if they seem the purchase price to be unsatisfactory at any particular
time.

         The Selling Shareholder or its respective pledgees, donees, transferee
or other successors in interest, may also sell the Shares directly to market
makers acting as principals and/or broker-dealers acting as agents for
themselves or their customers. Brokers acting as agents for the Selling
shareholder will receive usual and customary commissions for brokerage
transactions, and market makers and block purchasers purchasing the Shares will
do so for their own account and at their own risk. It is possible that the
selling Shareholder will attempt to sell shares of Common Stock in block
transactions to market makers or other purchasers at a price per share which may
be below the then market price. There can be no assurance with all or any of the
Shares offered hereby will be issued to, or sold by, the Selling Shareholder.
The Selling Shareholder and any brokers, dealers or agents, upon effecting the
sale of any of the Shares offered hereby, may be deemed "underwriters" as that
term is defined under the Securities Act or the Exchange Act, or the rules and
regulations thereunder.

         Upon the Company being notified by the Selling Shareholder that any
material arrangement has been entered into with a broker or dealer for the sale
of Shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplemented
Prospectus will be filed, if required, pursuant to Rule 424(c) under the
Securities Act, disclosing (a) the name of each such broker-dealer, (b) the
number of Shares involved, (c) the price at which such Shares were sold, (d) the
commissions paid or discounts or concessions allowed to such broker-dealer(s),
where applicable, (e) that such broker-dealer(s) did not conduct any
investigation to verify the information set out or incorporated by reference in
this Prospectus, as supplemented, and (f) other facts material to the
transaction.

         The Selling Shareholder and any other persons participating in the sale
or distribution of the Shares will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, which provisions may
limit the timing of purchases and sales of any of the Shares by the Selling
Shareholder or any other such person. The foregoing may affect the marketability
of the Shares.

         The Company has agreed to indemnify the Selling Shareholder, or its
transferees or assignees, against certain liabilities, including liabilities
under the Securities Act, or to contribute



                                      -27-
<PAGE>   28

to payments the Selling Shareholder or its respective pledgees, donees,
transferees or other successors in interest, may be required to make in respect
thereof.

         The Company is bearing all costs relating to the registration of the
Shares (other than fees and expenses, if any, of counsel or other advisers to
the Selling Shareholder). Any commissions, discounts or other fees payable to
broker-dealers in connection with any sale of the Shares will be borne by the
Selling Shareholder.





                                      -28-
<PAGE>   29

                                   APPENDIX II

Attention:

PURCHASER'S CERTIFICATE OF SUBSEQUENT SALE

The undersigned, {AN OFFICER OF, or OTHER PERSON DULY AUTHORIZED BY}
___________________________________________________ {FILL IN OFFICIAL NAME OF
INDIVIDUAL OR INSTITUTION} hereby certifies that he/she {said institution} is
the Purchaser of the shares evidenced by the attached certificate, and as such,
sold such shares on __________________ {DATE} pursuant to and in accordance with
registration statement number ____________________ {FILL IN THE NUMBER OF OR
OTHERWISE IDENTIFY REGISTRATION STATEMENT} and the requirement of delivering a
current prospectus by the Company has been complied with in connection with such
sale.


Print or Type:

                         Name of Purchaser
                         (individual or institution):
                                                          ----------------------

                         Name of individual representing
                         Purchaser (if an institution)
                                                          ----------------------

                         Title of individual representing
                         Purchaser (if an institution):
                                                          ----------------------

Signature by:

                         Individual purchaser or
                         individual representing
                         purchaser
                                                          ----------------------