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                                                                   EXHIBIT 10.11


THIS PROMISSORY NOTE AND THE SHARES ISSUABLE UPON CONVERSION HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS (COLLECTIVELY, THE "ACTS"), AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, ASSIGNED OR DISPOSED OF EXCEPT PURSUANT TO REGISTRATION
UNDER SUCH ACTS OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, OR
OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATION, THAT SUCH
REGISTRATION IS NOT REQUIRED.


                       SECURED CONVERTIBLE PROMISSORY NOTE


$2,000,000.00                   Austin, Texas                   January 14, 2000



         FOR VALUE RECEIVED, the undersigned, MSI Holdings, Inc., a Utah
corporation ("Borrower"), promises to pay to the order of TSG Financial Limited
Partnership ("Lender"), the sum of Two Million and No/100 Dollars
($2,000,000.00) or such lesser amount as is actually advanced by Lender to
Borrower, with interest from the date of advancement on the unpaid balance
hereof from time to time remaining unpaid at the prime rate per annum, until
maturity (the "Note"), in (i) lawful money of the United States of America or
(ii) equity securities of the Borrower as and to the extent provided herein,
both principal and interest being payable at the address designated in numbered
paragraph 13 below or at such other place as Lender may, from time to time,
designate in writing. For purposes of this Note, "prime rate" shall mean the
prime rate published in the Wall Street Journal newspaper.

         The principal of this Note shall mature and be due and payable on the
earliest to occur of (i) the closing of a Financing (as defined in numbered
paragraph 1 below) or (ii) June 30, 2000. All accrued and unpaid interest shall
be payable in arrears at the maturity of the principal of this Note (whether at
scheduled maturity, upon acceleration of maturity following an "Event of
Default" (as defined in the Security Agreement referred to below) or otherwise).

         All past due principal and accrued interest on this Note shall bear
interest from maturity (whether at scheduled maturity, upon acceleration of
maturity following an Event of Default or otherwise) until paid at the lesser of
(i) the rate of 18% per annum or (ii) the highest rate for which Borrower may
legally contract under applicable law. All payments hereunder shall be payable
in lawful money of the United States of America which shall be legal tender for
public and private debts at the time of payments.

         This Note evidences indebtedness incurred by Borrower for interim
financing provided to Borrower prior to the consummation of a Financing, and is
subject to the terms of a Security Agreement dated as of January 12, 2000
between Borrower and Lender (the "Security Agreement").

         1. Conversion; Right of Offset and Reduction. If Borrower issues or
sells any preferred stock, common stock or other stock or similar securities or
any security convertible



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into or exchangeable for preferred stock, common stock or other stock or similar
securities ("Equity Securities") with aggregate proceeds to the Borrower in
excess of $5 million during the term of this Note (a "Financing"), all or any
portion of the unpaid principal of this Note, plus accrued interest hereon,
shall be convertible, at the option of the holder hereof, into the same class or
series of Equity Securities as are issued and sold by Borrower in such Financing
(or a class or series of Equity Securities identical in all respects to and
ranking pari passu with the class or series of Equity Securities issued and sold
in such Financing) at a price per share or unit equal to the lowest price per
share or unit at which such Equity Securities were issued and sold in such
Financing. Alternatively, any time prior to the payment of this Note, Lender
shall be entitled to set off against and reduce the principal amount outstanding
under this Note, and any payment of accrued but unpaid interest hereunder, by
the amount of any obligation of Lender to Borrower for the purchase price of
Equity Securities offered for sale by Borrower and purchased by Lender.
Effective as of the date of such set-off and reduction, interest will cease to
accrue on the principal amount hereof so set-off against and reduced.

         2. Prepayments. This Note may be prepaid by Borrower in whole or in
part without the consent of the holder and without prepayment penalty of any
kind; provided, that upon and as a condition to any such prepayment, Borrower
shall execute and deliver to the holder a warrant or other agreement, in form
and substance satisfactory to the holder, entitling the holder to purchase
Equity Securities in a Financing in an amount up to one-half (1/2) the prepaid
principal amount of this Note upon the terms and conditions described in
numbered paragraph 1 above and the remaining one-half (1/2) of the prepaid
principal amount to be paid in lawful money of the United States of America.

         3. Default; Remedies. The entire unpaid principal balance of this Note
shall immediately be due and payable upon the occurrence of any one or more of
the Events of Default, as defined in the Security Agreement.

         4. No Waiver; Cumulative Rights. No delay on the part of the holder of
this Note in the exercise of any power or right under this Note or under any
other instrument executed pursuant hereto shall operate as a waiver thereof, nor
shall a single or partial exercise of any power or right preclude other or
further exercise thereof or the exercise of any other power or right.

         5. Waiver. Except as otherwise provided in the Security Agreement,
Borrower and all endorsers, sureties and guarantors of this Note waive demand,
presentment, protest, notice of dishonor, notice of nonpayment, notice of
intention to accelerate, notice of acceleration, notice of protest and any and
all lack of diligence or delay in collection or the filing of suit hereon which
may occur, and agree to all extensions and partial payments, before or after
maturity, without prejudice to the holder hereof.

         6. Collection Costs. In the event that, upon an Event of Default, any
amount under this Note is collected in whole or in part through suit,
arbitration or mediation, then and in any such case there shall be added to the
unpaid principal balance hereof all costs of collection, (including, but not
limited to, reasonable attorneys' fees and expenses) whether or not suit is
filed.



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         7. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of Texas.

         8. Headings. The headings of the sections of this Note are inserted for
convenience of reference only and shall not be deemed to constitute a part
hereof.

         9. Usury. All agreements between Borrower and the holder of this Note,
whether now existing or hereafter arising and whether written or oral, are
expressly limited so that in no contingency or event whatsoever, whether by
acceleration of the maturity of this Note or otherwise, shall the amount paid,
or agreed to be paid, to the holder hereof for the use, forbearance or detention
of the money to be loaned hereunder or otherwise, exceed the maximum amount
permissible under applicable law. If from any circumstances whatsoever
fulfillment of any provision of this Note or of any other document evidencing,
securing or pertaining to the indebtedness evidenced hereby, at the time
performance of such provision shall be due, shall involve transcending the limit
of validity prescribed by law, then ipso facto, the obligation to be fulfilled
shall be reduced to the limit of such validity, and if from any such
circumstances the holder of this Note shall ever receive anything of value as
interest or deemed interest by applicable law under this Note or any other
document evidencing, securing or pertaining to the indebtedness evidenced hereby
or otherwise an amount that would exceed the highest lawful rate, such amount
that would be excessive interest shall be applied to the reduction of the
principal amount owing under this Note or on account of any other indebtedness
of Borrower to the holder hereof relating to this Note, and not to the payment
of interest, or if such excessive interest exceeds the unpaid balance of
principal of this Note and such other indebtedness, such excess shall be
refunded to Borrower. In determining whether or not the interest paid or payable
with respect to any indebtedness of Borrower to the holder hereof, under any
specific contingency, exceeds the highest lawful rate, Borrower and the holder
hereof shall, to the maximum extent permitted by applicable law, (i)
characterize any nonprincipal payment as an expense, fee or premium rather than
as interest, (ii) amortize, prorate, allocate and spread the total amount of
interest throughout the full term of such indebtedness so that the actual rate
of interest on account of such indebtedness is uniform throughout the term
thereof and/or (iii) allocate interest between portions of such indebtedness, to
the end that no such portion shall bear interest at a rate greater than that
permitted by law. The terms and provisions of this paragraph shall control and
supersede every other conflicting provision of all agreements between Borrower
and the holder hereof.

         10. Limitations on Additional Indebtedness. Until this Note has been
paid or satisfied, Borrower will not incur, create, assume or suffer to exist
any indebtedness, without the written consent of Lender, except:

                  (a) the Note and other indebtedness to Lender, and any
guarantee thereof or suretyship obligation thereof;

                  (b) accounts payable (for the deferred purchase price of
property or services) from time to time incurred in the ordinary course of
business;



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                  (c) indebtedness under one or more subordinated promissory
notes, provided such indebtedness is subordinated to the Note and other
indebtedness to Lender on terms satisfactory to Lender; and

                  (d) indebtedness of Borrower (i) under equipment and office
leases and (ii) secured by purchase money liens from time to time incurred in
the ordinary course of business.

         11. Successors and Assigns. All of the stipulations, promises and
agreements in this Note made by or on behalf of Borrower shall bind the
successors and assigns of Borrower, whether so expressed or not, and inure to
the benefit of the successors and assigns of Borrower and Lender. Any assignee
of Borrower or Lender shall agree in writing prior to the effectiveness of such
assignment to be bound by the provisions hereof.

         12. Severability. In the event any one or more of the provisions
contained in this Note shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof, and this Note shall be construed as
if such invalid, illegal or unenforceable provision had never been contained
herein.

         13. Notices. All notices and other communications hereunder shall be in
writing or by telex, telegram or facsimile (with confirmed answerback), and
shall be deemed to have been duly made when delivered in person or sent by
telex, telegram, facsimile, same day or overnight courier, or 72 hours after
having been deposited in the United States first class or registered or
certified mail return receipt requested, postage prepaid, to a party at the
address set forth below (which may be changed in accordance with these notice
procedures):

                  If to Lender:

                           TSG Financial Limited Partnership
                           2700 Via Fortuna, Suite 400
                           Austin, Texas 78746
                           Attn: Mr. Michael L. McAllister
                           Fax: (512) 306-1528

                  If to Borrower:

                           MSI Holdings, Inc.
                           1121 East 7th Street
                           Austin, Texas 78701
                           Attn: Robert J. Gibbs
                           Fax: (512) 473-2371


         14. Authorization. The execution, delivery and issuance of this Note
and the reservation of shares to which this Note is convertible has been duly
authorized by the Board of Directors of the Borrower. This Note constitutes a
valid and legally binding obligation of the



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Borrower and no consent or approval is required in connection with the
consummation of the transactions contemplated by this Note which has not been
obtained by Borrower.

                            [SIGNATURE PAGE FOLLOWS]





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                  IN WITNESS WHEREOF, the undersigned has executed this Secured
Convertible Promissory Note on and as of the date first set forth above.

                                             MSI HOLDINGS, INC.


                                             By:
                                                --------------------------------
                                                Robert J. Gibbs
                                                Chief Executive Officer



                 [SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE]