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                                                                   EXHIBIT 10.28

                                  AMENDMENT TO
                         CERTIFICATE OF THE DESIGNATION,
                      PREFERENCES RIGHTS AND LIMITATIONS OF
                    SERIES E 6 PERCENT CUMULATIVE CONVERTIBLE
                          NON-VOTING PREFERRED STOCK OF
                               MSI HOLDINGS, INC.


         MSI Holdings, Inc., hereinafter called the "Corporation," a corporation
organized and existing under the laws of the State of Utah,

         DOES HEREBY CERTIFY:

         That, pursuant to authority conferred upon the Board of Directors by
the Certificate of Incorporation of the Corporation, and pursuant to Section
16-10a-602 of the Utah Business Corporation Act, such Board of Directors by the
unanimous written consent of its members dated effective December 21, 1998
adopted a resolution providing for an amendment to that certain Certificate of
Designation filed by the Corporation with the Secretary of the State of Utah on
October 23, 1998, to increase the designation of Series E 6 Percent Cumulative
Convertible Non-Voting, Preferred Stock, $30.00 stated value per share, from
105,000 shares to 157,500 shares, which resolution is as follows:

         RESOLVED, that pursuant to the authority conferred upon the Board of
Directors by the Certificate of Incorporation, the Series E 6 Percent Cumulative
Convertible Non-Voting Preferred Stock, $30.00 stated value per share, ("Series
E Preferred Stock"), that was created on October 23, 1998, by that certain
Certificate of the Designation, Preferences, Rights, and Limitations of Series E
6 Percent Cumulative Convertible Non-Voting Preferred Stock of the Corporation
is hereby amended to increase the number of shares created from One Hundred Five
Thousand (105,000) shares of Series E Preferred Stock to One Hundred Fifty Seven
Thousand Five Hundred (157,500) shares of Series E Preferred Stock. The voting
powers, preferences and relative, participating, optional and other special
rights, and the qualifications, limitations or restrictions thereof shall remain
the same.

1. This resolution was duly adopted by the Board of Directors of the Corporation
and it was also duly adopted by all of the holders of outstanding shares of
Series E Preferred Stock.

2. The foregoing resolution does not provide for an exchange, reclassification,
or cancellation of issued shares of the Corporation.



AMENDMENT TO CERTIFICATE OF DESIGNATION OF SERIES E,
PREFERRED STOCK OF MSI HOLDINGS, INC.                                    PAGE 1

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         IN WITNESS WHEREOF, MSI Holdings, Inc. has caused this certificate to
be signed by Jose Chavez, its President, and attested by Mitchell C. Kettrick,
its Secretary, this 21st day of December, 1998.

                                             MSI HOLDINGS, INC..



                                             By /s/ Jose Chavez
                                                -------------------------------
                                             JOSE CHAVEZ, President


ATTEST:



By: /s/ Mitchell C. Kettrick
    --------------------------------
    MITCHELL C. KETTRICK, Secretary













AMENDMENT TO CERTIFICATE OF DESIGNATION OF SERIES E,
PREFERRED STOCK OF MSI HOLDINGS, INC.                                    PAGE 2