<PAGE>   1
                                                                    EXHIBIT 10.9


                          REGISTRATION RIGHTS AGREEMENT

         This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of the ___ day of ___________, 1999 by and between MSI HOLDINGS,
INC., a Utah corporation (the "Company") and
 (the "Purchaser").

                                R E C I T A L S:

         WHEREAS, the Company is offering Four Hundred Fifty Thousand (450,000)
units (the "Units"), each Unit consisting of one share of the common stock, $.10
par value, of the Company (the "Common Stock") and warrants (the "Warrants")
entitling the holder to purchase 2 shares of Common Stock of the Company at Four
Dollars and Forty Cents ($4.40) per share (the "Offering") pursuant to the terms
and conditions of that certain letter from the Company dated ______________ ___,
1999 (the "Unit Offering Letter").

         WHEREAS, the Purchaser is acquiring ________ (____) Units pursuant to
that certain investment letter from the Purchaser dated ___________ __, 1999,
and accepted by the Company (the "Investment Letter"); and

         WHEREAS, the Company desires to grant to the Purchaser certain
registration rights relating to the shares of Common Stock underlying the
Warrants and the shares of Common Stock comprising the Unit(s) issuable to the
Purchaser pursuant to the Offering and the Investment Letter (collectively, the
"Shares"); and the Purchaser desires to obtain such registration rights, subject
to the terms and conditions set forth herein;

         NOW, THEREFORE, in consideration of the mutual premises,
representations, warranties and conditions set forth in this Agreement, the
parties hereto, intending to be legally bound, hereby agree as follows:

         1. Definitions and References. For purposes of this Agreement, in
addition to the definitions set forth above and elsewhere herein, the following
terms shall have the following meanings:

                  (a) The term "Commission" shall mean the Securities and
         Exchange Commission and any successor agency.

                  (b) The terms "register", "registered" and "registration"
         shall refer to a registration effected by preparing and filing a
         registration statement or similar document in compliance with the 1933
         Act (as herein defined) and the declaration or ordering of
         effectiveness of such registration statement or document.

                  (c) For purposes of this Agreement, the term "Registrable
         Stock" shall mean any shares of Common Stock issuable upon: (i) the
         purchase of a Unit; (ii) the exercise of the Warrants; (iii) the
         issuance of any shares of Common Stock by way of a stock split,



<PAGE>   2

         reorganization, merger or consolidation, and (iv) the issuance of any
         Common Stock as a dividend on the Shares.

                  (d) For purposes of this Agreement, any Registrable Stock
         shall cease to be Registrable Stock when (i) a registration statement
         covering such Registrable Stock has been declared effective and such
         Registrable Stock has been disposed of pursuant to such effective
         registration statement, (ii) such Registrable Stock is sold pursuant to
         Rule 144 (or any similar provision then in force) under the 1933 Act,
         (iii) such Registrable Stock is eligible to be sold pursuant to Rule
         144(k) under the 1933 Act, (iv) such Registrable Stock has been
         otherwise transferred, no stop transfer order affecting such stock is
         in effect and the Company has delivered new certificates or other
         evidences of ownership for such Registrable Stock not bearing any
         legend indicating that such shares have not been registered under the
         1933 Act, or (v) such Registrable Stock is sold by a person in a
         transaction in which the rights under the provisions of this Agreement
         are not assigned.

                  (e) The term "Holder" shall mean the Purchaser or any
         transferee or assignee thereof to whom the rights under this Agreement
         are assigned in accordance with Section 10 hereof, provided that the
         Purchaser or such transferee or assignee shall then own the Registrable
         Stock.

                  (f) The term "1933 Act" shall mean the Securities Act of 1933,
         as amended.

                  (g) An "affiliate of such Holder" shall mean a person who
         controls, is controlled by or is under common control with a Holder, or
         the spouse or children (or a trust exclusively for the benefit of the
         spouse and/or children) of a Holder, or, in the case of a Holder that
         is a partnership, its partners.

                  (h) The term "Person" shall mean an individual, corporation,
         partnership, trust, limited liability company, unincorporated
         organization or association or other entity, including any governmental
         entity.

                  (i) The term "Requesting Holder" shall mean a Holder or
         Holders of in the aggregate at least a majority of the Registrable
         Stock.

                  (j) References in this Agreement to any rules, regulations or
         forms promulgated by the Commission shall include rules, regulations
         and forms succeeding to the functions thereof, whether or not bearing
         the same designation.

         2. Demand Registration.

                  (a) If the Company is eligible to file a registration
         statement under the 1933 Act on Form S-3 (or a similar document
         intended to replace Form S-3 pursuant to any


REGISTRATION RIGHTS AGREEMENT                                       PAGE 2 OF 14

<PAGE>   3

         other statute then in effect corresponding to the 1933 Act), commencing
         twelve (12) months after the Offering's termination date (as described
         in the Unit Offering Letter), any Requesting Holders may make a written
         request to the Company (specifying that it is being made pursuant to
         this Section 2) that the Company file a registration statement under
         the 1933 Act on Form S-3 (or a similar document intended to replace
         Form S-3 pursuant to any other statute then in effect corresponding to
         the 1933 Act) covering the registration of Registrable Stock. In such
         event, the Company shall (x) within ten (10) days thereafter notify in
         writing all other Holders of Registrable Stock of such request, and (y)
         use its best efforts to cause to be registered under the 1933 Act all
         Registrable Stock that the Requesting Holders and such other Holders
         have, within forty-five (45) days after the Company has given such
         notice, requested be registered.

                  (b) If the Requesting Holders intend to distribute the
         Registrable Stock covered by their request by means of an underwritten
         offering, they shall so advise the Company as a part of their request
         pursuant to Section 2.(a) above, and the Company shall include such
         information in the written notice referred to in clause (x) of Section
         2.(a) above. In such event, the Holder's right to include its
         Registrable Stock in such registration shall be conditioned upon such
         Holder's participation in such underwritten offering and the inclusion
         of such Holder's Registrable Stock in the underwritten offering to the
         extent provided in this Section 2. All Holders proposing to distribute
         Registrable Stock through such underwritten offering shall enter into
         an underwriting agreement in customary form with the underwriter or
         underwriters. Such underwriter or underwriters shall be selected by a
         majority in interest of the Requesting Holders and shall be approved by
         the Company, which approval shall not be unreasonably withheld;
         provided, that all of the representations and warranties by, and the
         other agreements on the part of, the Company to and for the benefit of
         such underwriters shall also be made to and for the benefit of such
         Holders and that any or all of the conditions precedent to the
         obligations of such underwriters under such underwriting agreement
         shall be conditions precedent to the obligations of such Holders; and
         provided further, that no Holder shall be required to make any
         representations or warranties to or agreements with the Company or the
         underwriters other than representations, warranties or agreements
         regarding such Holder, the Registrable Stock of such Holder and such
         Holder's intended method of distribution and any other representation
         required by law or reasonably required by the underwriter.

                  (c) Notwithstanding any other provision of this Section 2 to
         the contrary, if the managing underwriter of an underwritten offering
         of the Registrable Stock requested to be registered pursuant to this
         Section 2 advises the Requesting Holders in writing that in its opinion
         marketing factors require a limitation of the number of shares to be
         underwritten, the Requesting Holders shall so advise all Holders of
         Registrable Stock that would otherwise be underwritten pursuant hereto,
         and the number of shares of Registrable Stock that may be included in
         such underwritten offering shall be allocated among all such Holders,
         including the Requesting Holders, in proportion (as nearly as
         practicable) to the amount of Registrable Stock requested to be
         included in such registration by each Holder



REGISTRATION RIGHTS AGREEMENT                                       PAGE 3 OF 14

<PAGE>   4

         at the time of filing the registration statement; provided, that in the
         event of such limitation of the number of shares of Registrable Stock
         to be underwritten, the Holders shall be entitled to an additional
         demand registration pursuant to this Section 2. If any Holder of
         Registrable Stock disapproves of the terms of the underwriting, such
         Holder may elect to withdraw by written notice to the Company, the
         managing underwriter and the Requesting Holders. The securities so
         withdrawn shall also be withdrawn from registration.

                  (d) Notwithstanding any provision of this Agreement to the
         contrary, the Company shall not be required to effect a registration
         pursuant to this Section 2 during the period starting with the
         fourteenth (14th) day immediately preceding the date of an anticipated
         filing by the Company of, and ending on a date ninety (90) days
         following the effective date of, a registration statement pertaining to
         a public offering of securities for the account of the Company;
         provided, that the Company shall actively employ in good faith all
         reasonable efforts to cause such registration statement to become
         effective; and provided further, that the Company's estimate of the
         date of filing such registration statement shall be made in good faith.

                  (e) The Company shall be obligated to effect and pay for a
         total of only two (2) registrations pursuant to this Section 2, unless
         increased pursuant to Section 2.(c) hereof; provided, that a
         registration requested pursuant to this Section 2 shall not be deemed
         to have been effected for purposes of this Section 2.(e), unless (i) it
         has been declared effective by the Commission, (ii) if it is a shelf
         registration, it has remained effective for the period set forth in
         Section 3.(b), (iii) the offering of Registrable Stock pursuant to such
         registration is not subject to any stop order, injunction or other
         order or requirement of the Commission (other than any such action
         prompted by any act or omission of the Holders), and (iv) no limitation
         of the number of shares of Registrable Stock to be underwritten has
         been required pursuant to Section 2.(c) hereof.

         3. Obligations of the Company. Whenever required under Section 2 to use
its best efforts to effect the registration of any Registrable Stock, the
Company shall, as expeditiously as possible:

                  (a) prepare and file with the Commission, not later than
         ninety (90) days after receipt of a request to file a registration
         statement with respect to such Registrable Stock, a registration
         statement on any form for which the Company then qualifies or which
         counsel for the Company shall deem appropriate and which form shall be
         available for the sale of such issue of Registrable Stock in accordance
         with the intended method of distribution thereof, and use its best
         efforts to cause such registration statement to become effective as
         promptly as practicable thereafter; provided that before filing a
         registration statement or prospectus or any amendments or supplements
         thereto, the Company will (i) furnish to one (1) counsel selected by
         the Requesting Holders copies of all such documents proposed to be
         filed, and (ii) notify each such Holder of any stop order issued or



REGISTRATION RIGHTS AGREEMENT                                       PAGE 4 OF 14

<PAGE>   5

         threatened by the Commission and take all reasonable actions required
         to prevent the entry of such stop order or to remove it if entered;

                  (b) prepare and file with the Commission such amendments and
         supplements to such registration statement and the prospectus used in
         connection therewith as may be necessary to keep such registration
         statement effective for such period of time as would satisfy the
         holding period requirements of Rule 144(k) promulgated by the
         Commission with respect to the Shares or such shorter period which will
         terminate when all Registrable Stock covered by such registration
         statement has been sold (but not before the expiration of the forty
         (40) or ninety (90) day period referred to in Section 10(3) of the 1933
         Act and Rule 174 thereunder, if applicable), and comply with the
         provisions of the 1933 Act with respect to the disposition of all
         securities covered by such registration statement during such period in
         accordance with the intended methods of disposition by the sellers
         thereof set forth in such registration statement;

                  (c) furnish to each Holder and any underwriter of Registrable
         Stock to be included in a registration statement copies of such
         registration statement as filed and each amendment and supplement
         thereto (in each case including all exhibits thereto), the prospectus
         included in such registration statement (including each preliminary
         prospectus) and such other documents as such Holder may reasonably
         request in order to facilitate the disposition of the Registrable Stock
         owned by such Holder;

                  (d) use its best efforts to register or qualify such
         Registrable Stock under such other securities or blue sky laws of such
         jurisdictions as any selling Holder or any underwriter of Registrable
         Stock reasonably requests, and do any and all other acts which may be
         reasonably necessary or advisable to enable such Holder to consummate
         the disposition in such jurisdictions of the Registrable Stock owned by
         such Holder; provided that the Company will not be required to (i)
         qualify generally to do business in any jurisdiction where it would not
         otherwise be required to qualify but for this Section 3.(d) hereof,
         (ii) subject itself to taxation in any such jurisdiction, or (iii)
         consent to general service of process in any such jurisdiction;

                  (e) use its best efforts to cause the Registrable Stock
         covered by such registration statement to be registered with or
         approved by such other governmental agencies or other authorities as
         may be necessary by virtue of the business and operations of the
         Company to enable the selling Holders thereof to consummate the
         disposition of such Registrable Stock;

                  (f) notify each selling Holder of such Registrable Stock and
         any underwriter thereof, at any time when a prospectus relating thereto
         is required to be delivered under the 1933 Act (even if such time is
         after the period referred to in Section 3.(b)), of the happening of any
         event as a result of which the prospectus included in such registration
         statement contains an untrue statement of a material fact or omits to
         state any material fact



REGISTRATION RIGHTS AGREEMENT                                       PAGE 5 OF 14

<PAGE>   6

         required to be stated therein or necessary to make the statements
         therein in light of the circumstances being made not misleading, and
         prepare a supplement or amendment to such prospectus so that, as
         thereafter delivered to the purchasers of such Registrable Stock, such
         prospectus will not contain an untrue statement of a material fact or
         omit to state any material fact required to be stated therein or
         necessary to make the statements therein in light of the circumstances
         being made not misleading;

                  (g) make available for inspection by any selling Holder, any
         underwriter participating in any disposition pursuant to such
         registration statement, and any attorney, accountant or other agent
         retained by any such seller or underwriter (collectively, the
         "Inspectors"), all financial and other records, pertinent corporate
         documents and properties of the Company (collectively, the "Records"),
         and cause the Company's officers, directors and employees to supply all
         information reasonably requested by any such Inspector, as shall be
         reasonably necessary to enable them to exercise their due diligence
         responsibility, in connection with such registration statement. Records
         or other information which the Company determines, in good faith, to be
         confidential and which it notifies the Inspectors are confidential
         shall not be disclosed by the Inspectors unless (i) the disclosure of
         such Records or other information is necessary to avoid or correct a
         misstatement or omission in the registration statement, or (ii) the
         release of such Records or other information is ordered pursuant to a
         subpoena or other order from a court of competent jurisdiction. Each
         selling Holder shall, upon learning that disclosure of such Records or
         other information is sought in a court of competent jurisdiction, give
         notice to the Company and allow the Company, at the Company's expense,
         to undertake appropriate action to prevent disclosure of the Records or
         other information deemed confidential;

                  (h) furnish, at the request of any Requesting Holder, on the
         date that such shares of Registrable Stock are delivered to the
         underwriters for sale pursuant to such registration or, if such
         Registrable Stock is not being sold through underwriters, on the date
         that the registration statement with respect to such shares of
         Registrable Stock becomes effective, (1) a signed opinion, dated such
         date, of the legal counsel representing the Company for the purposes of
         such registration, addressed to the underwriters, if any, and if such
         Registrable Stock is not being sold through underwriters, then to the
         Requesting Holders as to such matters as such underwriters or the
         Requesting Holders, as the case may be, may reasonably request and as
         would be customary in such a transaction; and (2) a letter dated such
         date, from the independent certified public accountants of the Company,
         addressed to the underwriters, if any, and if such Registrable Stock is
         not being sold through underwriters, then to the Requesting Holders
         and, if such accountants refuse to deliver such letter to such Holder,
         then to the Company (i) stating that they are independent certified
         public accountants within the meaning of the 1933 Act and that, in the
         opinion of such accountants, the financial statements and other
         financial data of the Company included in the registration statement or
         the prospectus, or any amendment or supplement thereto, comply as to
         form in all material respects with the applicable accounting
         requirements of the 1933 Act, and (ii) covering such other financial
         matters



REGISTRATION RIGHTS AGREEMENT                                       PAGE 6 OF 14

<PAGE>   7

         (including information as to the period ending not more than five (5)
         business days prior to the date of such letter) with respect to the
         registration in respect of which such letter is being given as the
         Requesting Holders may reasonably request and as would be customary in
         such a transaction;

                  (i) enter into customary agreements (including if the method
         of distribution is by means of an underwriting, an underwriting
         agreement in customary form) and take such other actions as are
         reasonably required in order to expedite or facilitate the disposition
         of the Registrable Stock to be so included in the registration
         statement;

                  (j) otherwise use its best efforts to comply with all
         applicable rules and regulations of the Commission, and make available
         to its security holders, as soon as reasonably practicable, but not
         later than eighteen (18) months after the effective date of the
         registration statement, an earnings statement covering the period of at
         least twelve (12) months beginning with the first full month after the
         effective date of such registration statement, which earnings
         statements shall satisfy the provisions of Section 11(a) of the 1933
         Act; and

                  (k) use its best efforts to cause all such Registrable Stock
         to be listed on The Nasdaq Small Cap Market and/or any other securities
         exchange on which similar securities issued by the Company are then
         listed or traded.

         The Company may require each selling Holder of Registrable Stock as to
which any registration is being effected to furnish to the Company such
information regarding the distribution of such Registrable Stock as the Company
may from time to time reasonably request in writing.

         Each Holder agrees that, upon receipt of any notice from the Company of
the happening of any event of the kind described in Section 3.(f) hereof, such
Holder will forthwith discontinue disposition of Registrable Stock pursuant to
the registration statement covering such Registrable Stock until such Holder's
receipt of the copies of the supplemented or amended prospectus contemplated by
Section 3.(f) hereof, and, if so directed by the Company, such Holder will
deliver to the Company (at the Company's expense) all copies, other than
permanent file copies then in such Holder's possession, of the prospectus
covering such Registrable Stock current at the time of receipt of such notice.
In the event the Company shall give any such notice, the Company shall extend
the period during which such registration statement shall be maintained
effective pursuant to this Agreement (including the period referred to in
Section 3.(b)) by the number of days during the period from and including the
date of the giving of such notice pursuant to Section 3.(f) hereof to and
including the date when each selling Holder of Registrable Stock covered by such
registration statement shall have received the copies of the supplemented or
amended prospectus contemplated by Section 3.(f) hereof.

         4. Incidental Registration. Commencing twelve (12) months after the
Offering's termination date (as described in the Unit Offering Letter), if the
Company determines that it will file a registration statement under the 1933 Act
(other than a registration statement on a Form S-4



REGISTRATION RIGHTS AGREEMENT                                       PAGE 7 OF 14

<PAGE>   8

or S-8 or filed in connection with an exchange offer or an offering of
securities solely to the Company's existing stockholders) on any form that would
also permit the registration of the Registrable Stock and such filing is to be
on its behalf and/or on behalf of selling holders of its securities for the
general registration of its Common Stock to be sold for cash, at each such time
the Company shall promptly give each Holder written notice of such determination
setting forth the date on which the Company proposes to file such registration
statement, which date shall be no earlier than thirty (30) days from the date of
such notice, and advising each Holder of its right to have Registrable Stock
included in such registration. Upon the written request of any Holder received
by the Company no later than twenty (20) days after the date of the Company's
notice, the Company shall use its best efforts to cause to be registered under
the 1933 Act all of the Registrable Stock that each such Holder has so requested
to be registered. If, in the written opinion of the managing underwriter or
underwriters (or, in the case of a non-underwritten offering, in the written
opinion of the placement agent, or if there is none, the Company), the total
amount of such securities to be so registered, including such Registrable Stock,
will exceed the maximum amount of the Company's securities which can be marketed
(i) at a price reasonably related to the then current market value of such
securities, or (ii) without otherwise materially and adversely affecting the
entire offering, then the amount of Registrable Stock to be offered for the
accounts of Holders shall be reduced pro rata to the extent necessary to reduce
the total amount of securities to be included in such offering to the
recommended amount.

         5. Holdback Agreement - Restrictions on Public Sale by Holder.

                  (a) To the extent not inconsistent with applicable law, each
         Holder whose Registrable Stock is included in a registration statement
         agrees not to effect any public sale or distribution of the issue being
         registered or a similar security of the Company, or any securities
         convertible into or exchangeable or exercisable for such securities,
         including a sale pursuant to Rule 144 under the 1933 Act, during the
         fourteen (14) days prior to, and during the ninety (90) day period
         beginning on, the effective date of such registration statement (except
         as part of the registration), if and to the extent requested by the
         Company in the case of a nonunderwritten public offering or if and to
         the extent requested by the managing underwriter or underwriters in the
         case of an underwritten public offering.

                  (b) Restrictions on Public Sale by the Company and Others. The
         Company agrees (i) not to effect any public sale or distribution of any
         securities similar to those being registered, or any securities
         convertible into or exchangeable or exercisable for such securities,
         during the fourteen (14) days prior to, and during the ninety (90) day
         period beginning on, the effective date of any registration statement
         in which Holders are participating (except as part of such
         registration), if and to the extent requested by the Holders in the
         case of a non-underwritten public offering or if and to the extent
         requested by the managing underwriter or underwriters in the case of an
         underwritten public offering; and (ii) that any agreement entered into
         after the date of this Agreement pursuant to which the Company issues
         or agrees to issue any securities convertible into or



REGISTRATION RIGHTS AGREEMENT                                       PAGE 8 OF 14

<PAGE>   9

         exchangeable or exercisable for such securities (other than pursuant to
         an effective registration statement) shall contain a provision under
         which holders of such securities agree not to effect any public sale or
         distribution of any such securities during the periods described in (i)
         above, in each case including a sale pursuant to Rule 144 under the
         1933 Act.

         6. Expenses of Registration. The Company shall bear all expenses
incurred in connection with each registration pursuant to Sections 2 and 4 of
this Agreement, excluding underwriters' discounts and commissions, but
including, without limitation, all registration, filing and qualification fees,
word processing, duplicating, printers' and accounting fees (including the
expenses of any special audits or "cold comfort" letters required by or incident
to such performance and compliance), exchange listing fees or National
Association of Securities Dealers fees, messenger and delivery expenses, all
fees and expenses of complying with securities or blue sky laws, fees and
disbursements of counsel for the Company. The selling Holders shall bear and pay
the underwriting commissions and discounts applicable to the Registrable Stock
offered for their account in connection with any registrations, filings and
qualifications made pursuant to this Agreement.

         7. Indemnification and Contribution.

                  (a) Indemnification by the Company. The Company agrees to
         indemnify, to the full extent permitted by law, each Holder, its
         officers, directors and agents and each Person who controls such Holder
         (within the meaning of the 1933 Act) against all losses, claims,
         damages, liabilities and expenses caused by any untrue or alleged
         untrue statement of material fact contained in any registration
         statement, prospectus or preliminary prospectus or any omission or
         alleged omission to state therein a material fact required to be stated
         therein or necessary to make the statement therein (in case of a
         prospectus or preliminary prospectus, in the light of the circumstances
         under which they were made) not misleading. The Company will also
         indemnify any underwriters of the Registrable Stock, their officers and
         directors and each Person who controls such underwriters (within the
         meaning of the 1933 Act) to the same extent as provided above with
         respect to the indemnification of the selling Holders.

                  (b) Indemnification by Holders. In connection with any
         registration statement in which a Holder is participating, each such
         Holder will furnish to the Company in writing such information with
         respect to such Holder as the Company reasonably requests for use in
         connection with any such registration statement or prospectus and
         agrees to indemnify, to the extent permitted by law, the Company, its
         directors and officers and each Person who controls the Company (within
         the meaning of the 1933 Act) against any losses, claims, damages,
         liabilities and expenses resulting from any untrue or alleged untrue
         statement of material fact or any omission or alleged omission of a
         material fact required to be stated in the registration statement,
         prospectus or preliminary prospectus or any amendment thereof or
         supplement thereto or necessary to make the statements therein



REGISTRATION RIGHTS AGREEMENT                                       PAGE 9 OF 14

<PAGE>   10

         (in the case of a prospectus or preliminary prospectus, in the light of
         the circumstances under which they were made) not misleading, to the
         extent, but only to the extent, that such untrue statement or omission
         is contained in any information with respect to such Holder so
         furnished in writing by such Holder. Notwithstanding the foregoing, the
         liability of each such Holder under this Section 7.(b) shall be limited
         to an amount equal to the initial public offering price of the
         Registrable Stock sold by such Holder, unless such liability arises out
         of or is based on willful misconduct of such Holder.

                  (c) Conduct of Indemnification Proceedings. Any Person
         entitled to indemnification hereunder agrees to give prompt written
         notice to the indemnifying party after the receipt by such Person of
         any written notice of the commencement of any action, suit, proceeding
         or investigation or threat thereof made in writing for which such
         Person will claim indemnification or contribution pursuant to this
         Agreement and, unless in the reasonable judgment of such indemnified
         party, a conflict of interest may exist between such indemnified party
         and the indemnifying party with respect to such claim, permit the
         indemnifying party to assume the defense of such claims with counsel
         reasonably satisfactory to such indemnified party. Whether or not such
         defense is assumed by the indemnifying party, the indemnifying party
         will not be subject to any liability for any settlement made without
         its consent (but such consent will not be unreasonably withheld).
         Failure by such Person to provide said notice to the indemnifying party
         shall itself not create liability except to the extent of any injury
         caused thereby. No indemnifying party will consent to entry of any
         judgment or enter into any settlement which does not include as an
         unconditional term thereof the giving by the claimant or plaintiff to
         such indemnified party of a release from all liability in respect of
         such claim or litigation. If the indemnifying party is not entitled to,
         or elects not to, assume the defense of a claim, it will not be
         obligated to pay the fees and expenses of more than one (1) counsel
         with respect to such claim, unless in the reasonable judgment of any
         indemnified party a conflict of interest may exist between such
         indemnified party and any other such indemnified parties with respect
         to such claim, in which event the indemnifying party shall be obligated
         to pay the fees and expenses of such additional counsel or counsels.

                  (d) Contribution. If for any reason the indemnity provided for
         in this Section 7 is unavailable to, or is insufficient to hold
         harmless, an indemnified party, then the indemnifying party shall
         contribute to the amount paid or payable by the indemnified party as a
         result of such losses, claims, damages, liabilities or expenses (i) in
         such proportion as is appropriate to reflect the relative benefits
         received by the indemnifying party on the one hand and the indemnified
         party on the other, or (ii) if the allocation provided by clause (i)
         above is not permitted by applicable law, or provides a lesser sum to
         the indemnified party than the amount hereinafter calculated, in such
         proportion as is appropriate to reflect not only the relative benefits
         received by the indemnifying party on the one hand and the indemnified
         party on the other but also the relative fault of the indemnifying
         party and the indemnified party as well as any other relevant equitable
         considerations. The relative fault of such indemnifying party and
         indemnified parties shall be determined by reference to,



REGISTRATION RIGHTS AGREEMENT                                      PAGE 10 OF 14

<PAGE>   11

         among other things, whether any action in question, including any
         untrue or alleged untrue statement of a material fact or omission or
         alleged omission to state a material fact, has been made by, or relates
         to information supplied by, such indemnifying party or indemnified
         parties; 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 Section 7.(c), any
         legal or 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.(d) 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. No Person guilty of fraudulent
         misrepresentation (within the meaning of Section 11(f) of the 1933 Act)
         shall be entitled to contribution from any Person who was not guilty of
         such fraudulent misrepresentation.

                  If indemnification is available under this Section 7, the
         indemnifying parties shall indemnify each indemnified party to the full
         extent provided in Sections 7.(a) and 7.(b) without regard to the
         relative fault of said indemnifying party or indemnified party or any
         other equitable consideration provided for in this Section 7.

         8. Participation in Underwritten Registrations. No Holder may
participate in any underwritten registration hereunder unless such Holder (a)
agrees to sell such Holder's securities on the basis provided in any
underwriting arrangements approved by the Holders entitled hereunder to approve
such arrangements, and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

         9. Rule 144. The Company covenants that it will file the reports
required to be filed by it under the 1933 Act and the Securities Exchange Act of
1934, as amended, and the rules and regulations adopted by the Commission
thereunder; and it will take such further action as any Holder may reasonably
request, all to the extent required from time to time to enable such Holder to
sell Registrable Stock without registration under the 1933 Act within the
limitation of the exemptions provided by (a) Rule 144 under the 1933 Act, as
such Rule may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the Commission. Upon the request of any Holder,
the Company will deliver to such Holder a written statement as to whether it has
complied with such requirements.

         10. Transfer of Registration Rights. The registration rights of any
Holder under this Agreement with respect to any Registrable Stock may be
transferred to any transferee of such Registrable Stock; provided that such
transfer may otherwise be effected in accordance with applicable securities
laws; provided further, that the transferring Holder shall give the Company



REGISTRATION RIGHTS AGREEMENT                                      PAGE 11 OF 14

<PAGE>   12

written notice at or prior to the time of such transfer stating the name and
address of the transferee and identifying the securities with respect to which
the rights under this Agreement are being transferred; provided further, that
such transferee shall agree in writing, in form and substance satisfactory to
the Company, to be bound as a Holder by the provisions of this Agreement; and
provided further, that such assignment shall be effective only if immediately
following such transfer the further disposition of such securities by such
transferee is restricted under the 1933 Act. Except as set forth in this Section
10, no transfer of Registrable Stock shall cause such Registrable Stock to lose
such status.

         11. Mergers, Etc. The Company shall not, directly or indirectly, enter
into any merger, consolidation or reorganization in which the Company shall not
be the surviving corporation unless the proposed surviving corporation shall,
prior to such merger, consolidation or reorganization, agree in writing to
assume the obligations of the Company under this Agreement, and for that purpose
references hereunder to "Registrable Stock" shall be deemed to be references to
the securities which the Holders would be entitled to receive in exchange for
Registrable Stock under any such merger, consolidation or reorganization;
provided, however, that the provisions of this Section 11 shall not apply in the
event of any merger, consolidation or reorganization in which the Company is not
the surviving corporation if each Holder is entitled to receive in exchange for
its Registrable Stock consideration consisting solely of (i) cash, (ii)
securities of the acquiring corporation which may be immediately sold to the
public without registration under the 1933 Act, or (iii) securities of the
acquiring corporation that the acquiring corporation has agreed to register
within ninety (90) days of completion of the transaction for resale to the
public pursuant to the 1933 Act.

         12. Miscellaneous.

                  (a) No Inconsistent Agreements. The Company will not hereafter
         enter into any agreement with respect to its securities which is
         inconsistent with the rights granted to the Holders in this Agreement.

                  (b) Remedies. Each Holder, in addition to being entitled to
         exercise all rights granted by law, including recovery of damages, will
         be entitled to specific performance of its rights under this Agreement.
         The Company agrees that monetary damages would not be adequate
         compensation for any loss incurred by reason of a breach by it of the
         provisions of this Agreement and hereby agrees to waive (to the extent
         permitted by law) the defense in any action for specific performance
         that a remedy of law would be adequate.

                  (c) Amendments and Waivers. The provisions of this Agreement
         may not be amended, modified or supplemented, and waivers or consents
         to departures from the provisions hereof may not be given unless the
         Company has obtained the written consent of the Holders of at least a
         majority of the Registrable Stock then outstanding affected by such
         amendment, modification, supplement, waiver or departure.



REGISTRATION RIGHTS AGREEMENT                                      PAGE 12 OF 14

<PAGE>   13

                  (d) Successors and Assigns. Except as otherwise expressly
         provided herein, the terms and conditions of this Agreement shall inure
         to the benefit of and be binding upon the respective successors and
         assigns of the parties hereto. Nothing in this Agreement, express or
         implied, is intended to confer upon any Person other than the parties
         hereto or their respective successors and assigns any rights, remedies,
         obligations, or liabilities under or by reason of this Agreement,
         except as expressly provided in this Agreement.

                  (e) Governing Law. This Agreement shall be governed by and
         construed in accordance with the internal laws of the State of Texas
         applicable to contracts made and to be performed wholly within that
         state, without regard to the conflict of law rules thereof.

                  (f) Counterparts. This Agreement may be executed in two or
         more counterparts, each of which shall be deemed an original, but all
         of which together shall constitute one and the same instrument.

                  (g) Headings. The headings in this Agreement are used for
         convenience of reference only and are not to be considered in
         construing or interpreting this Agreement.

                  (h) Notices. Any notice required or permitted under this
         Agreement shall be given in writing and shall be delivered in person or
         by telecopy or by overnight courier guaranteeing no later than second
         business day delivery, directed to (i) the Company at the address set
         forth below its signature hereof; (ii) a Purchaser at the address set
         forth below its signature hereof; or (iii) a Holder at its address of
         record on the Company's records. Any party may change its address for
         notice by giving ten (10) days advance written notice to the other
         parties. Every notice or other communication hereunder shall be deemed
         to have been duly given or served on the date on which personally
         delivered, or on the date actually received, if sent by telecopy or
         overnight courier service, with receipt acknowledged.

                  (i) Severability. In the event that any one or more of the
         provisions contained herein, or the application thereof in any
         circumstances, is held invalid, illegal or unenforceable in any respect
         for any reason, the validity, legality and enforceability of any such
         provision in every other respect and of the remaining provisions
         contained herein shall not be in any way impaired thereby, it being
         intended that all of the rights and privileges of the Holders shall be
         enforceable to the fullest extent permitted by law.

                  (j) Entire Agreement. This Agreement is intended by the
         parties as a final expression of their agreement and intended to be a
         complete and exclusive statement of the agreement and understanding of
         the parties hereto in respect of the subject matter contained herein.
         There are no restrictions, promises, warranties or undertakings other
         than those set forth or referred to herein. This Agreement supersedes
         all prior agreements and understandings between the parties with
         respect to such subject matter.

                  (k) Enforceability. This Agreement shall remain in full force
         and effect notwithstanding any breach or purported breach of, or
         relating to, the Investor Agreement.

                  (l) Recitals. The recitals are hereby incorporated in the
         Agreement as if fully set forth herein.

                  (m) Attorneys Fees. If any action is necessary to enforce or
         interpret the terms of this agreement, the prevailing party shall be
         entitled to reasonable attorneys' fees and costs, in addition to any
         other relief to which he is or may be entitled. This provision shall be
         construed as applicable to the entire agreement.

                (REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)


REGISTRATION RIGHTS AGREEMENT                                      PAGE 13 OF 14

<PAGE>   14


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.


MSI HOLDINGS, INC.                           PURCHASER



By:                                          By:
   --------------------------------             --------------------------------
         Name:  Robert J. Gibbs                    Name:
         Title: President and CEO                  Title:

         501 Waller Street
         Austin, Texas 78702
         Telephone: (512) 476-6925                 Telephone:
         Telecopier: (512) 473-2371                Telecopier:






REGISTRATION RIGHTS AGREEMENT                                      PAGE 14 OF 14