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                                                                   EXHIBIT 10.10


THIS CONVERTIBLE SECURED PROMISSORY NOTE AND THE SHARES ISSUABLE UPON CONVERSION
HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW. THE SECURITIES REPRESENTED
HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR SAID SECURITIES UNDER THE SECURITIES ACT
AND ANY OTHER APPLICABLE STATE SECURITIES LAWS OR RULES, UNLESS EXEMPTIONS FROM
THE REGISTRATION REQUIREMENTS OF SAID LAWS ARE AVAILABLE AND SAID OFFER, SALE OR
TRANSFER IS MADE PURSUANT TO AND IN STRICT COMPLIANCE WITH THE TERMS AND
CONDITIONS OF SAID EXEMPTIONS.


                                 MIGRATEC, INC.
                       CONVERTIBLE SECURED PROMISSORY NOTE

$1,975,000.00                                                   January 25, 2000

         MigraTEC, Inc., a Florida corporation (the "Company"), hereby promises
to pay to MT Partners, L.P., a Texas limited partnership (or its successors and
assigns) ("Payee"), the principal sum of up to One Million Nine Hundred Seventy
Five Thousand Dollars ($1,975,000.00) or the aggregate unpaid amount of all
advances of principal paid by Payee pursuant to this Note and all other notes
issued to Payee in connection herewith (the "Payee's Total Loan Amount"), upon
Maturity (as such term is defined below), unless this Note is sooner converted
as provided herein. Subject to the other requirements set forth in that certain
Note and Warrant Purchase Agreement (the "Purchase Agreement"), dated as of
January 25, 2000, by and among the Company and Payee and the other investor set
forth therein (the "Other Payee") and this Note, the advances of the Total Loan
Amount under this Note to the Company by Payee (collectively, the "Advances")
shall be made as follows:

                  (i) Six Hundred Fifty Eight Thousand Three Hundred Thirty
         Three and 33/100 Dollars ($658,333.33) upon execution of each of the
         Purchase Agreement and this Note (the "Guaranteed Advance");

                  (ii) An additional advance, at Payee's election, of up to Six
         Hundred Fifty Eight Thousand Three Hundred Thirty Three and 33/100
         Dollars ($658,333.33) (exclusive of the Guaranteed Advance) on or
         before February 28, 2000 (the "Subsequent Advance"); and

                  (iii) A final advance, at Payee's election, of up to Six
         Hundred Fifty Eight Thousand Three Hundred Thirty Three and 33/100
         Dollars ($658,333.33) (exclusive of the Guaranteed Advance and the
         Subsequent Advance) on or before April 30, 2000 (the "Final Advance;"
         the Subsequent Advance and the Final Advance are referred to herein as
         the "Subsequent Advances").



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         With respect to the Advances, (i) each Subsequent Advance shall be in
an amount of not less than Fifty Thousand Dollars ($50,000.00) nor more than Six
Hundred Fifty Eight Thousand Three Hundred Thirty Three and 33/100 Dollars
($658,333.33), except as otherwise provided herein, (ii) the aggregate amount of
the Advances to be issued pursuant to this Note (including the Guaranteed
Advance and all Subsequent Advances) shall not exceed One Million Nine Hundred
Seventy Five Thousand Dollars ($1,975,000), except as otherwise provided herein,
and (iii) the deadline by which Payee may make any Subsequent Advance to the
Company shall be extended for so long as the Company is in default or other
breach of any of the terms and conditions of the Purchase Agreement, this Note,
the Warrant, any security agreement related hereto or any other agreement
between the Company and Payee or any Affiliate of Payee; provided, however, that
the Company acknowledges that (i) simultaneous with the issuance to Payee of
this Note, the Company is issuing to the Other Payee, pursuant to the Purchase
Agreement, a promissory note substantially similar to this Note in the principal
sum of up to $1,775,000, and (ii) in the event that the Other Payee or any
Affiliate of the Other Payee elects not to make a Subsequent Advance or to make
the full amount of a Subsequent Advance pursuant to such Other Payee's
promissory note, Payee or any Affiliate of the Payee shall be entitled to
advance to the Company an amount equal to up to the difference between (x) the
amount which the Other Payee or Affiliate of Other Payee is entitled to advance
under its promissory note with respect to any Subsequent Advance and (y) the
amount actually advanced by such Other Payee or Affiliate of Other Payee under
its promissory note with respect to any such Subsequent Advance. In connection
with any such advance by Payee with respect to all or a portion of an Advance
not made by the Other Payee or Affiliate of Other Payee, the Company shall issue
to Payee a replacement convertible secured promissory note which in the
aggregate shall equal (x) such additional advance plus (y) the aggregate
outstanding amount due and payable under this Note, and contain the same
material terms as set forth herein; provided that such amount exceeds the
Payee's Total Loan Amount.

         This Note is issued by the Company pursuant to the terms and provisions
of the Purchase Agreement and the other Loan Documents referenced therein,
including a Security Agreement and a Patent Security Agreement dated of even
date herewith. This Note shall be deemed to be a "Note" as that term is defined
in the Purchase Agreement. The Company agrees that this Note is entitled to all
of the benefits provided in the Purchase Agreement and the other Loan Documents,
including, without limitation, all representations, warranties and covenants of
the Company contained therein and all remedies provided therein, such benefits
hereby incorporated herein. Reference herein to the Purchase Agreement or any of
such other Loan Documents shall not affect or impair the absolute and
unconditional obligation of the Company to pay this Note when due, if this Note
is not sooner converted into shares of the Company's capital stock as
contemplated hereby. (Capitalized terms that are not defined herein shall have
such meanings as are assigned to them in the Purchase Agreement.)

         This Note shall be due and payable in full at Maturity. For purposes of
this Note, "Maturity" shall be the first to occur of (i) January 25, 2003; (ii)
the merger of the Company with or other acquisition of the Company by any entity
pursuant to which the shareholders of the Company immediately preceding such
merger or acquisition own less than 50% of the issued and outstanding



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common stock of the surviving entity immediately following such merger or
acquisition (either, an "Acquisition"); (iii) a sale of all or substantially all
of the assets of the Company (an "Asset Sale"); or (iv) an Event of Default.
Upon the Maturity of this Note, Payee shall be entitled to demand immediate
repayment of this Note in full or in part or, in its sole and absolute
discretion, to elect to voluntarily convert all or any portion of the principal
of this Note into the number of fully paid and non-assessable shares of the
Common Stock of the Company as determined by dividing (x) the outstanding amount
of principal of this Note being converted by (y) the Conversion Price (as
hereinafter defined).

         In the event that Payee demands repayment of all or a portion of this
Note, payment shall be made by wire transfer of immediately available funds on
the date due to such bank account that Payee shall designate to the Company in
writing.

         This Note shall automatically convert (an "Automatic Conversion"), if
not sooner converted at the election of the holder as provided herein, into
shares of the Company's Series A Preferred Stock at such time as the Company has
obtained the approval of its shareholders to the creation of the Series A
Preferred Stock and has filed with the Secretary of State of Florida (a)
Articles of Amendment to its Articles of Incorporation authorizing the creation
of the Series A Preferred Stock and (b) a resolution of the Board of Directors
of the Company containing a Statement of Designations, Rights, Preferences and
Privileges of the Series A Preferred Stock of the Company, setting forth the
terms of the Series A Preferred Stock, provided, that the Company has used its
best efforts to take such actions as soon as practical and in any event by June
30, 2000. In connection with an Automatic Conversion of this Note, the amount of
this Note shall convert into the number of fully paid and non-assessable shares
of Series A Preferred Stock of the Company as determined by dividing (x) the
then outstanding amount of this Note by (y) $0.125 (the "Conversion Price").

         At any time after the date hereof and prior to an Automatic Conversion
of this Note, Payee shall have the right, in its sole and absolute discretion,
to voluntarily convert all or any portion of the principal of this Note into
shares of Common Stock (a "Voluntary Conversion") pursuant to the terms and
conditions of the Purchase Agreement. In accordance with the foregoing and the
terms of this Note, Payee may elect, by giving notice of such election to the
Company, to convert all or any portion of the amount of this Note into the
number of fully paid and non-assessable shares of the Common Stock of the
Company as determined by dividing (x) the outstanding amount of this Note being
converted by (y) the Conversion Price. Following the Maturity of this Note,
Payee may demand repayment of all or any portion of the unpaid amount of this
Note. The following provisions shall apply to any conversion of this Note.

         (a) Conversion Procedures.

                  (i) Conversion Price. Notwithstanding anything to the contrary
         in this Note, but subject to Section (b) below, in the event that the
         Company issues or sells shares of capital stock or any warrant, option
         or other right to purchase shares of capital stock or any other
         securities convertible into or exchangeable for capital stock of the
         Company (each, a "Preferred Option"), at a per share issuance price
         (the lowest such Preferred Option issuance price, the "New Issue
         Price") that is lower than the Conversion Price, then in the event an



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         Automatic or Voluntary Conversion occurs such New Issue Price shall
         replace $0.125 as the Conversion Price.

         Notwithstanding anything in this Note to the contrary, the foregoing
         shall not be applicable to any of the following:

                  (1)      shares of Common Stock issued to officers, directors,
                           employees and consultants or other service providers
                           of the Company pursuant to a stock grant, stock
                           option plan or purchase plan or other employee stock
                           incentive program or agreement approved by the
                           Company's Board of Directors;

                  (2)      shares of capital stock issued or issuable in
                           connection with a bona fide equipment lease or bank
                           financing transaction approved by the Company's Board
                           of Directors, including without limitation shares
                           issued upon the exercise of warrants issued in
                           connection with such transactions; or

                  (3)      shares of capital stock issued or issuable in
                           connection with a merger or acquisition transaction.

                  (ii) Partial Conversion. In connection with a Voluntary
         Conversion, if only a portion of this Note is converted into capital
         stock, the Company shall return this Note to Payee with a notation
         thereon of the remaining outstanding amount of this Note or, at the
         request of Payee, shall issue and deliver to Payee a replacement
         convertible secured promissory note for the remaining outstanding
         balance hereof, such note containing the same material terms as set
         forth herein.

                  (iii) Delivery of Certificates. As soon as possible after
         conversion has been effected (but in any event within five (5) business
         days), the Company will deliver to the converting holder a certificate
         or certificates representing the number of shares of capital stock
         issuable by reason of such conversion registered in such name or names
         and such denomination or denominations as the converting holder has
         specified.

                  (iv) Further Assurances. The issuance of certificates for
         shares of capital stock upon conversion of this Note will be made
         without charge to the holder of this Note for any issuance tax in
         respect thereof or other cost incurred by the Company in connection
         with such conversion and the related issuance of shares of stock. Upon
         conversion of this Note, the Company will take all such actions as are
         necessary in order to ensure that the shares issuable with respect to
         such conversion will be validly issued, fully paid and nonassessable.

                  (v) Books To Be Kept Open. The Company will not close its
         books against the transfer of this Note or of capital stock issued or
         issuable upon conversion of this Note in any manner which interferes
         with the timely conversion of this Note.

                  (vi) Fractional Shares. If any fractional interest in a share
         would be deliverable upon any conversion of this Note, the Company, in
         lieu of delivering the fractional share



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         therefor, will pay cash in an amount equal to such fractional interest
         multiplied by the applicable Conversion Price as of the date of
         conversion.

         (b) Adjustments to Conversion Price and Number of Shares. The
Conversion Price and the number of shares into which this Note is convertible
shall be subject to adjustment as follows:

                  (i) Treatment of Expired Options and Unexercised Convertible
         Securities. Upon the expiration or termination of any Preferred Option
         without the exercise or conversion of such Preferred Option, a New
         Issue Price resulting from the issuance of such expired or terminated
         Preferred Options shall no longer be in effect and the New Issue Price
         to be applied, if one exists, shall be recalculated as if such expired
         or terminated Preferred Options had never been issued.

                  (ii) Treasury Shares. The number of shares of capital stock
         outstanding at any given time does not include shares owned or held by
         or for the account of the Company, and the disposition of any shares so
         owned or held will be considered an issue or sale of capital stock.

                  (iii) Record Date. If the Company takes a record of the
         holders of capital stock for the purpose of entitling them (A) to
         receive a dividend or other distribution payable in capital stock,
         options or in convertible securities or (B) to subscribe for or
         purchase capital stock, options or convertible securities, then such
         record date will be deemed to be the date of the issue or sale of the
         shares of capital stock deemed to have been issued or sold upon the
         declaration of such dividend or upon the making of such other
         distribution or the date of the granting of such right of subscription
         or purchase, as the case may be.

                  (iv) Subdivision or Combination of Capital Stock. If the
         Company at any time after the date hereof subdivides (by any stock
         split, stock dividend, recapitalization or otherwise) its outstanding
         shares of capital stock into a greater number of shares, the applicable
         Conversion Price in effect immediately prior to such subdivision will
         be proportionately reduced and the number of shares of capital stock
         into which this Note is then convertible shall be proportionately
         increased, and if the Company at any time combines (by reverse stock
         split or otherwise) its outstanding shares of capital stock into a
         smaller number of shares, the Conversion Price in effect immediately
         prior to such combination will be proportionately increased and the
         number of shares of capital stock into which this Note is then
         convertible shall be proportionately decreased.

                  (v) Reorganization, Reclassification, Consolidation, Merger or
         Sale. Any capital reorganization, reclassification or consolidation
         which is not an Acquisition or an Asset Sale and which is effected in
         such a way that holders of capital stock are entitled to receive
         (either directly or upon subsequent liquidation) stock, securities or
         assets with respect to or in exchange for capital stock is referred to
         herein as an "Organic Change." Prior to the consummation of any Organic
         Change, the Company will make appropriate provisions (in form and
         substance satisfactory to the holder of this Note) to ensure that such
         holder will thereafter have the right to acquire and receive, in lieu
         of or in addition to the shares of



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         capital stock that immediately prior thereto are acquirable and
         receivable upon the conversion of this Note, such shares of stock,
         securities or assets as such holder would have received in connection
         with such Organic Change if such holder had fully converted this Note
         immediately prior to such Organic Change. The Company will not effect
         any such consolidation, merger or sale, unless prior to the
         consummation thereof, the successor (if other than the Company)
         resulting from consolidation or merger or the party purchasing such
         assets assumes by written instrument (in form reasonably satisfactory
         to the holder hereof), the obligation to deliver to such holder such
         shares of stock, securities or assets as, in accordance with the
         foregoing provisions, such holder may be entitled to acquire.

                  (vi) Certain Events. If any event occurs of the type
         contemplated by the provisions of this Section (b) but not expressly
         provided for by such provisions, then the Company's Board of Directors
         will make an appropriate adjustment in the Conversion Price and the
         number of shares for which this Note is convertible so as to protect
         the rights of the holder hereof; provided, that no such adjustment will
         increase such conversion price as otherwise determined pursuant hereto
         or decrease the number of shares of capital stock issuable upon
         conversion hereof.

         (vii) Notices.

                           (A) Immediately upon any adjustment of the Conversion
                  Price or the number of shares into which this Note is
                  convertible, the Company shall give written notice thereof to
                  the holder hereof, along with a detailed calculation showing
                  the process pursuant to which such new Conversion Price or
                  number of shares was determined.

                           (B) The Company will give written notice to the
                  holder hereof at least ten (10) days prior to the date on
                  which the Company closes its books or declares a record date
                  (1) with respect to any dividend or distribution upon (or any
                  subdivision, combination or other change in the outstanding
                  number of shares of) any class of the Company's capital stock,
                  (2) with respect to any pro rata subscription offer to holders
                  of any class of the Company's capital stock or (3) for
                  determining rights to vote with respect to any Organic Change,
                  dissolution or liquidation.

                           (C) The Company also will give written notice to the
                  holder hereof at least ten (10) business days prior to the
                  date it issues any capital stock of the Company other than
                  common stock issued to officers, directors, employees and
                  consultants or other service providers of the Company pursuant
                  to a stock grant, stock option plan or purchase plan or other
                  employee stock incentive program or agreement approved by the
                  Company's Board of Directors.

                           (D) In the event of an Acquisition or Asset Sale, the
                  Company shall provide written notice to Payee.



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         The invalidity, or unenforceability in particular circumstances, of any
provision of this Note shall not extend beyond such provision or such
circumstances and no other provision of this Note shall be affected thereby. If
the applicable law is ever judicially interpreted so as to render usurious any
amount called for under this Note or under any of the other documents
evidencing, securing or relating to this Note or any part thereof, including the
Security Agreement and the Patent Security Agreement each dated even date hereof
by and between the Company and Payee (collectively, the "Note Documents"), or
contracted for, charged, taken, reserved or received with respect to the
indebtedness evidenced by this Note (the "Loan"), then it is the Company's and
Payee's express intent that all excess amounts theretofore collected by Payee be
credited on the principal balance of this Note (or, if this Note has been or
would thereby be paid in full, refunded to the Company), and the provisions of
this Note and the other Note Documents immediately be deemed reformed and the
amounts thereafter collectible hereunder and thereunder reduced, without the
necessity of the execution of any new document, so as to permit the recovery of
the fullest amount called for hereunder and thereunder, while complying in all
respects with the applicable law and regulations.

         The Company and each party, if any, now or hereafter liable for payment
of any sums of money payable on this Note, jointly and severally, waive
presentment and demand for payment, notice of intent to accelerate and notice of
acceleration, protest and notice of protest and nonpayment, and diligence in
collecting or bringing suit against any party liable hereon, and agree that
their liability on this Note shall not be affected by any renewal or extension
in time of payment hereof, by any indulgence, or by any release, modification,
or substitution of any security for the payment of this Note, and hereby consent
to any and all extensions, renewals, replacements, waivers, releases, or
exchanges affecting this Note and the taking, release, modification, or
substitution of any security, with or without notice and before or after
maturity.

         This Note and the Company's obligations hereunder are secured in favor
of Payee in accordance with the terms and conditions of each of that certain
Security Agreement and that certain Patent Security Agreement between the
Company and Payee, each of even date hereof.

         This Note shall be binding upon and inure to the benefit of the
Company, its successors and assigns, and shall inure to the benefit of the
Payee, its successors and permitted assigns. In the event this Note is placed in
the hands of an attorney for collection or suit is filed hereon or if
proceedings are had in bankruptcy, receivership, reorganization, or other legal
or judicial proceedings for the collection hereof, the Company hereby agrees to
pay to the holder of this Note reasonable attorneys' fees, and shall pay all
additional reasonable costs and expenses of collection and enforcement.


         THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS SHALL GOVERN THE VALIDITY,
CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION OF THIS NOTE WITHOUT REGARD TO
CONFLICT OF LAWS PROVISIONS WITH A FORUM AND VENUE OF DALLAS COUNTY, TEXAS.


                  [Remainder of Page Intentionally Left Blank]



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         IN WITNESS WHEREOF, the Company has caused its duly authorized officer
to execute this Note as of the day and year first written above.

                                       MIGRATEC, INC.



                                       By:
                                          --------------------------------------
                                          Curtis Overstreet,
                                          President



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