8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: December 19, 2001

MICRO GENERAL CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	0-8358	95-2621545
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
2510 Red Hill Avenue, Santa Ana, California		92705
(Address of principal executive offices)		(Zip Code)

(949) 622-4444

(Registrant’s telephone number, including area code)

TABLE OF CONTENTS

	Item 2. Acquisition or Disposal of Assets.
	Item 7. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3

TABLE OF CONTENTS

Item 2. Acquisition or Disposal of Assets
Item 7. Financial Statements and Exhibits
SIGNATURES

Item 2. Acquisition or Disposal of Assets.

Effective November 1, 2001, Micro General Corporation, a Delaware corporation (the “Registrant”), pursuant to Stock Purchase Agreements with Beyond Ventures, LLC and MGEN Tech Fund I, L.P., acquired 100 percent of the common stock (1,250,000 shares) of RealEC Technologies, Inc., a Delaware corporation.

In consideration for the acquisition of the common stock, the Registrant transferred to Beyond Ventures, LLC 30,779 shares of the Registrant’s common stock and to MGEN Tech Fund I, L.P., 123,114 shares of the Registrant’s common stock. Combined with the Registrant’s convertible preferred stock position, the Registrant now owns 56 percent of RealEC Technologies on a diluted basis assuming conversion of all convertible preferred stock. Effective November 1, 2001, the Registrant will consolidate RealEC Technologies results with its results of operations.

The press release issued by the Registrant is attached hereto as Exhibit 99-3.

Item 7.  Financial Statements and Exhibits.

(a)	Financial statements of businesses acquired. The financial statements required by this item 7(a) will be provided at a later time but no later than February 11, 2002.
(b)	Pro forma financial information. The pro forma financial statements required by this item 7(b) will be provided at a later time but no later than February 11, 2002.
(c)	Exhibits.

99.1	Stock Purchase Agreement with Beyond Ventures, LLC dated November 1, 2001.
99.2	Stock Purchase Agreement with MGEN Tech Fund I, L.P., dated November 1, 2001.
99.3	Press Release of the Registrant dated December, 13, 2001, announcing the acquisition of RealEC Technologies, Inc., a Delaware corporation.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MICRO GENERAL CORPORATION
Dated: December 19, 2001	/s/ Joe Root
	Joe Root Senior Vice President General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit
No.	Description
99.1	Stock Purchase Agreement with Beyond Ventures, LLC dated November 1, 2001.
99.2	Stock Purchase Agreement with MGEN Tech Fund I, L.P., dated November 1, 2001.
99.3	Press Release of the Registrant dated December, 13, 2001, announcing the acquisition of RealEC Technologies, Inc., a Delaware corporation.

EX-99.1 3 a77994ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is effective as of November 1, 2001, by and between Micro General Corporation, a Delaware corporation ("Micro General") and Beyond Ventures, LLC, a Washington limited liability company ("Beyond Ventures"). R E C I T A L S A. Beyond Ventures is a stockholder of record and the beneficial owner of 250,000 shares of Common Stock, par value $.001, of RealEC Technologies, Inc., a Delaware Corporation (the "RealEC Shares"). B. Micro General desires to purchase the RealEC Shares from Beyond Ventures for a purchase price of 30,779 shares of Micro General Common Stock, par value .001 per share (the "Micro General Shares"). C. Micro General and Beyond Ventures are entering into this Agreement to effectuate such exchange of the RealEC Shares and Micro General Shares. A G R E E M E N T 1. EXCHANGE OF SHARES. Beyond Ventures hereby sells, assigns and transfers to Micro General, and Micro General hereby purchases from Beyond Ventures, all right, title and interest in and to the RealEC Shares, subject to the terms and conditions set forth herein. In exchange for the RealEC Shares, Micro General hereby issues to Beyond Ventures the Micro General Shares. This Agreement will be closed on or before December 14, 2001. 2. INVESTMENT REPRESENTATIONS OF BEYOND VENTURES. Beyond Ventures acknowledges that it is aware that the Micro General Shares to be received by it pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the "Act"). In connection therewith, Beyond Ventures warrants and represents to Micro General as follows: (a) Beyond Ventures is receiving the Micro General Shares solely for Beyond Ventures's own account for investment and not with a view to or for sale or distribution of the Micro General Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Micro General Shares or any portion thereof. Beyond Ventures also represents that the entire legal and beneficial interest of the Micro General Shares is being transferred for, and will be held for the account of, Beyond Ventures only and neither in whole nor in part for any other person. Beyond Ventures is receiving the Micro General Shares in a private transaction and not pursuant to a distribution or through a general solicitation or advertisement. (b) Beyond Ventures is an "accredited investor" for purposes of Regulation D promulgated by the Securities and Exchange Commission under the Act. (c) Beyond Ventures hereby acknowledges that: (i) the Micro General Shares have not been registered under the Act, and such Micro General Shares must be held indefinitely unless a transfer of them is subsequently registered under the Act or an exemption from such registration is available; and (ii) the share certificate representing the Micro General Shares will be stamped with the legends restricting transfer specified in this Agreement. (d) Beyond Ventures understands that the Micro General Shares are restricted securities within the meaning of Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available in any event for at least one (1) year from the date of issuance of the Micro General Shares to Beyond Ventures, and even then will not be available unless (i) a public trading market then exists for the Micro General Shares, (ii) adequate current public information concerning Micro General is then available to the public, (iii) Beyond Ventures has been the beneficial owner and Beyond Ventures has paid the full purchase price for the Micro General Shares at least one (1) year prior to the sale, and (iv) other terms and conditions of Rule 144 are complied with; and that any sale of the Micro General Shares may be made by it only in limited amounts in accordance with such terms and conditions, as amended from time to time. (e) Without in any way limiting any of the other provisions of this Agreement or its representations set forth above, Beyond Ventures further agrees that Beyond Ventures shall in no event make any disposition of all or any portion of the Micro General Shares which Beyond Ventures is purchasing unless and until: (i) there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (ii) (A) Beyond Ventures shall have notified Micro General of the proposed disposition and shall have complied with any applicable restrictions in Micro General's Certificate of Incorporation, as amended, or Bylaws, or any agreement restricting the transfer of the Micro General Shares, (B) at Micro General's request, Beyond Ventures shall have furnished Micro General with an opinion of counsel to the effect that such disposition will not require registration of such shares under the Act, and (C) such opinion of counsel (if requested) shall have been concurred with by counsel for Micro General and Micro General shall have advised Beyond Ventures of such concurrence. 3. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF BEYOND VENTURES. Beyond Ventures represents and warrants to Micro General that: (a) AUTHORIZATION. Beyond Ventures has full power and authority to enter into this Agreement, and this Agreement has been duly authorized by all requisite action of Beyond Ventures and will not result in a breach, acceleration or violation of any agreement to which Beyond Ventures is a party or is bound. This Agreement, when executed and delivered, will constitute valid and legally binding obligations of Beyond Ventures, enforceable against Beyond Ventures in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Beyond Ventures has received all consents, approvals, orders, 2 waivers and authorizations, and has provided all notices, which are necessary in connection with the valid execution and delivery of this Agreement and the transfer of the RealEC Shares hereunder. (b) TITLE. The RealEC Shares were validly issued and are fully paid and nonassessable. Beyond Ventures is the sole owner, beneficially and of record, of the RealEC Shares, free and clear of all claims, liens, encumbrances, security interests, pledges, options, charges, restrictions, rights of first refusal, preemptive rights and defects in title of any nature whatsoever ("Encumbrances"), other than restrictions imposed by federal and applicable state securities laws which do not constitute an impediment to the purchase and sale described in this Agreement or that have been disclosed to Micro General and waived prior to the date of this Agreement, and hereby transfers the same to Micro General. There is no action, suit, claim, investigation or proceeding, whether at law or in equity, against Beyond Ventures or claim or counter-claim initiated by Beyond Ventures, that is pending, or to Beyond Ventures' knowledge, threatened, that could reasonably be expected to affect adversely Beyond Ventures' ownership and transfer of the RealEC Shares free and clear of Encumbrances, or to otherwise perform any of its obligations hereunder. (c) COMMITMENT. Beyond Ventures has not granted or sold, and is not a party to any agreement, commitment or understanding, written or oral, providing for the grant or sale of, options or other rights to purchase, and it is not, obligated to sell or otherwise transfer, any of the RealEC Shares to any person or entity except to Micro General. Beyond Ventures is not a party to any voting trust, proxy or other voting agreement or understanding with respect to the voting of the RealEC Shares. 4. REPRESENTATIONS AND WARRANTIES OF MICRO GENERAL. Micro General hereby represents and warrants to Beyond Ventures as follows: (a) ORGANIZATION AND STANDING. Micro General is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has full power and authority to own and operate its properties and assets and to carry on its business as presently conducted. (b) AUTHORIZATION. Micro General has full power and authority to enter into this Agreement, and this Agreement has been duly authorized by all requisite action of Micro General and will not result in a breach, acceleration or violation of any agreement to which Micro General is a party or is bound. This Agreement, when executed and delivered, will constitute valid and legally binding obligations of Micro General, enforceable against Micro General in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Micro General has received all consents, approvals, orders, waivers and authorizations, and has provided all notices, which are necessary in connection with the valid execution and delivery of this Agreement and the issuance of the Micro General Shares hereunder. (c) VALID ISSUANCE OF STOCK. The Micro General Shares have been duly and validly authorized and, when issued and paid for in accordance with the terms hereof, will be validly issued and nonassessable securities of Micro General. (d) PARALLEL TRANSACTION. The transaction between Micro General and the MGEN Tech Fund I, under which Micro General is purchasing RealEC stock from that entity in 3 exchange for Micro General stock, is in all material respects governed by terms and conditions identical to this Agreement. 5. MISCELLANEOUS. (a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and supersedes all contemporaneous written or oral agreements and understandings of the parties, either express or implied. The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. (b) NOTICES. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or three (3) days after deposit in the United States Post Office, by certified mail with postage and fees prepaid, addressed to the other party at the address hereinafter shown below his or its signature or at such other address as such party may designate by ten days' advance written notice to the other party. (c) ASSIGNMENT. No party may transfer or assign its benefits or rights or delegate its duties or obligations under this Agreement without the prior written consent of the other party. (d) GOVERNING LAW, VENUE AND JURISDICTION. This Agreement shall be construed in accordance with the laws of the State of Delaware without reference to choice of law principles, as to all matters, including, but not limited to, matters of validity, construction, effect or performance. (e) COUNTERPARTS. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. (f) SEVERABILITY. In the event any court, administrative agency or other governmental entity with appropriate jurisdiction and authority determines that any term or part of this Agreement is invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. (g) AMENDMENT. This Agreement may be amended only by an instrument in writing executed by the parties hereto. (h) WAIVER. All waivers hereunder must be made in writing, and failure of any party at any time to require another party's performance of any obligation under this Agreement shall not affect, limit or waive a party's right at any time to require strict performance of that obligation thereafter. Any waiver of any breach of any provision of this Agreement shall not be construed in any way as a waiver of any continuing or succeeding breach of such provision or waiver or modification of the provision. (i) ARBITRATION. Any disputes arising between the parties relating to, arising out of or in any way connected with this Agreement or any term or condition hereof, or the performance by either party of its obligations hereunder, whether before or after termination of this Agreement shall be finally resolved by binding arbitration. Whenever a party shall decide to institute arbitration 4 proceedings, it shall give written notice to that effect to the other party. Any arbitration hereunder shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association. Each such arbitration shall be conducted by a panel of one or three arbitrators appointed in accordance with such Rules. Any such arbitration shall be held in Orange County, California, USA. The arbitrators shall have the authority to grant specific performance, and to allocate between the parties the costs of arbitration in such equitable manner as they determine. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. (j) ATTORNEYS' FEES. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement the prevailing party shall be entitled to reasonable attorneys' fees, costs, and disbursements in addition to any other relief to which such party may be entitled. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. 4050 Calle Real, Suite 220 MICRO GENERAL CORPORATION Santa Barbara, CA 93110 By: ------------------------------- Name: ----------------------------- Title: ---------------------------- 1151 Fairview Avenue North BEYOND VENTURES, LLC Seattle, WA 98109] By: ------------------------------- Name: ----------------------------- Title: ---------------------------- 5 EX-99.2 4 a77994ex99-2.txt EXHIBIT 99.2 EXHIBIT 99.2 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is effective as of November 1, 2001, by and between Micro General Corporation, a Delaware corporation ("Micro General") and MGEN Tech Fund I, L.P., a California limited partnership ("Tech Fund"). R E C I T A L S A. Tech Fund is a stockholder of record and the beneficial owner of 1,000,000 shares of Common Stock, par value $.001, of RealEC Technologies, Inc., a Delaware Corporation (the "RealEC Shares"). B. Micro General desires to purchase the RealEC Shares from Tech Fund for a purchase price of 123,114 shares of Micro General Common Stock, par value .001 per share (the "Micro General Shares"). C. Micro General and Tech Fund are entering into this Agreement to effectuate such exchange of the RealEC Shares and Micro General Shares. A G R E E M E N T 1. EXCHANGE OF SHARES. Tech Fund hereby sells, assigns and transfers to Micro General, and Micro General hereby purchases from Tech Fund, all right, title and interest in and to the RealEC Shares, subject to the terms and conditions set forth herein. In exchange for the RealEC Shares, Micro General hereby issues to Tech Fund the Micro General Shares. 2. INVESTMENT REPRESENTATIONS OF TECH FUND. Tech Fund acknowledges that it is aware that the Micro General Shares to be received by it pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the "Act"). In connection therewith, Tech Fund warrants and represents to Micro General as follows: (a) Tech Fund is receiving the Micro General Shares solely for Tech Fund's own account for investment and not with a view to or for sale or distribution of the Micro General Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Micro General Shares or any portion thereof. Tech Fund also represents that the entire legal and beneficial interest of the Micro General Shares is being transferred for, and will be held for the account of, Tech Fund only and neither in whole nor in part for any other person. Tech Fund is receiving the Micro General Shares in a private transaction and not pursuant to a distribution or through a general solicitation or advertisement. (b) Tech Fund is an "accredited investor" for purposes of Regulation D promulgated by the Securities and Exchange Commission under the Act. (c) Tech Fund hereby acknowledges that: (i) the Micro General Shares have not been registered under the Act, and such Micro General Shares must be held indefinitely unless a transfer of them is subsequently registered under the Act or an exemption from such registration is available; and (ii) the share certificate representing the Micro General Shares will be stamped with the legends restricting transfer specified in this Agreement. (d) Tech Fund understands that the Micro General Shares are restricted securities within the meaning of Rule 144 promulgated under the Act; that the exemption from registration under Rule 144 will not be available in any event for at least one (1) year from the date of issuance of the Micro General Shares to Tech Fund, and even then will not be available unless (i) a public trading market then exists for the Micro General Shares, (ii) adequate current public information concerning Micro General is then available to the public, (iii) Tech Fund has been the beneficial owner and Tech Fund has paid the full purchase price for the Micro General Shares at least one (1) year prior to the sale, and (iv) other terms and conditions of Rule 144 are complied with; and that any sale of the Micro General Shares may be made by it only in limited amounts in accordance with such terms and conditions, as amended from time to time. (e) Without in any way limiting any of the other provisions of this Agreement or its representations set forth above, Tech Fund further agrees that Tech Fund shall in no event make any disposition of all or any portion of the Micro General Shares which Tech Fund is purchasing unless and until: (i) there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (ii) (A) Tech Fund shall have notified Micro General of the proposed disposition and shall have complied with any applicable restrictions in Micro General's Certificate of Incorporation, as amended, or Bylaws, or any agreement restricting the transfer of the Micro General Shares, (B) at Micro General's request, Tech Fund shall have furnished Micro General with an opinion of counsel to the effect that such disposition will not require registration of such shares under the Act, and (C) such opinion of counsel (if requested) shall have been concurred with by counsel for Micro General and Micro General shall have advised Tech Fund of such concurrence. 3. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF TECH FUND. Tech Fund represents and warrants to Micro General that: (a) AUTHORIZATION. Tech Fund has full power and authority to enter into this Agreement, and this Agreement has been duly authorized by all requisite action of Tech Fund and will not result in a breach, acceleration or violation of any agreement to which Tech Fund is a party or is bound. This Agreement, when executed and delivered, will constitute valid and legally binding obligations of Tech Fund, enforceable against Tech Fund in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Tech Fund has received all consents, approvals, orders, waivers and authorizations, and has provided all notices, which are necessary in connection with the valid execution and delivery of this Agreement and the transfer of the RealEC Shares hereunder. (b) TITLE. The RealEC Shares were validly issued and are fully paid and nonassessable. Tech Fund is the sole owner, beneficially and of record, of the RealEC Shares, free and clear of all claims, liens, encumbrances, security interests, pledges, options, charges, restrictions, 2 rights of first refusal, preemptive rights and defects in title of any nature whatsoever ("Encumbrances"), other than restrictions imposed by federal and applicable state securities laws which do not constitute an impediment to the purchase and sale described in this Agreement or that have been disclosed to Micro General and waived prior to the date of this Agreement, and hereby transfers the same to Micro General. There is no action, suit, claim, investigation or proceeding, whether at law or in equity, against Tech Fund or claim or counter-claim initiated by Tech Fund, that is pending, or to Tech Fund's knowledge, threatened, that could reasonably be expected to affect adversely Tech Fund's ownership and transfer of the RealEC Shares free and clear of Encumbrances, or to otherwise perform any of its obligations hereunder. (c) COMMITMENT. Tech Fund has not granted or sold, and is not a party to any agreement, commitment or understanding, written or oral, providing for the grant or sale of, options or other rights to purchase, and it is not, obligated to sell or otherwise transfer, any of the RealEC Shares to any person or entity except to Micro General. Tech Fund is not a party to any voting trust, proxy or other voting agreement or understanding with respect to the voting of the RealEC Shares. 4. REPRESENTATIONS AND WARRANTIES OF MICRO GENERAL. Micro General hereby represents and warrants to Tech Fund as follows: (a) ORGANIZATION AND STANDING. Micro General is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has full power and authority to own and operate its properties and assets and to carry on its business as presently conducted. (b) AUTHORIZATION. Micro General has full power and authority to enter into this Agreement, and this Agreement has been duly authorized by all requisite action of Micro General and will not result in a breach, acceleration or violation of any agreement to which Micro General is a party or is bound. This Agreement, when executed and delivered, will constitute valid and legally binding obligations of Micro General, enforceable against Micro General in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Micro General has received all consents, approvals, orders, waivers and authorizations, and has provided all notices, which are necessary in connection with the valid execution and delivery of this Agreement and the issuance of the Micro General Shares hereunder. (c) VALID ISSUANCE OF STOCK. The Micro General Shares have been duly and validly authorized and, when issued and paid for in accordance with the terms hereof, will be validly issued and nonassessable securities of Micro General. 5. MISCELLANEOUS. (a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and supersedes all contemporaneous written or oral agreements and understandings of the parties, either express or implied. The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. 3 (b) NOTICES. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or three (3) days after deposit in the United States Post Office, by certified mail with postage and fees prepaid, addressed to the other party at the address hereinafter shown below his or its signature or at such other address as such party may designate by ten days' advance written notice to the other party. (c) ASSIGNMENT. No party may transfer or assign its benefits or rights or delegate its duties or obligations under this Agreement without the prior written consent of the other party. (d) GOVERNING LAW, VENUE AND JURISDICTION. This Agreement shall be construed in accordance with the laws of the State of Delaware without reference to choice of law principles, as to all matters, including, but not limited to, matters of validity, construction, effect or performance. (e) COUNTERPARTS. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. (f) SEVERABILITY. In the event any court, administrative agency or other governmental entity with appropriate jurisdiction and authority determines that any term or part of this Agreement is invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. (g) AMENDMENT. This Agreement may be amended only by an instrument in writing executed by the parties hereto. (h) WAIVER. All waivers hereunder must be made in writing, and failure of any party at any time to require another party's performance of any obligation under this Agreement shall not affect, limit or waive a party's right at any time to require strict performance of that obligation thereafter. Any waiver of any breach of any provision of this Agreement shall not be construed in any way as a waiver of any continuing or succeeding breach of such provision or waiver or modification of the provision. (i) ARBITRATION. Any disputes arising between the parties relating to, arising out of or in any way connected with this Agreement or any term or condition hereof, or the performance by either party of its obligations hereunder, whether before or after termination of this Agreement shall be finally resolved by binding arbitration. Whenever a party shall decide to institute arbitration proceedings, it shall give written notice to that effect to the other party. Any arbitration hereunder shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association. Each such arbitration shall be conducted by a panel of one or three arbitrators appointed in accordance with such Rules. Any such arbitration shall be held in Orange County, California, USA. The arbitrators shall have the authority to grant specific performance, and to allocate between the parties the costs of arbitration in such equitable manner as they determine. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. (j) ATTORNEYS' FEES. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement the prevailing party shall be entitled to reasonable attorneys' fees, costs, and disbursements in addition to any other relief to which such party may be entitled. 4 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. 4050 Calle Real, Suite 220 MICRO GENERAL CORPORATION Santa Barbara, CA 93110 By: ------------------------------- Name: ----------------------------- Title: ---------------------------- 4050 Calle Real, Suite 220 MGEN TECH FUND I, L.P. Santa Barbara, CA 93110 By: ------------------------------- Name: ----------------------------- Title: ---------------------------- 5 EX-99.3 5 a77994ex99-3.txt EXHIBIT 99.3 EXHIBIT 99.3 Dale Christensen Sean Collins CFO Corporate Communications Micro General Corporation Coffin Communications 949-622-4986 818-789-0100 ext. 102 dchristensen@microgeneral.com sean.Collins@coffincg.com FOR IMMEDIATE RELEASE MICRO GENERAL CORPORATION PURCHASES ADDITIONAL REALEC TECHNOLOGIES OWNERSHIP MOVE ENHANCES AND CONSOLIDATES FINANCIAL RESULTS OF REALEC WITH MICRO GENERAL SANTA ANA, CALIF. -- DECEMBER 13, 2001 - Micro General Corporation (NASDAQ:MGEN), the leading provider of production and workflow software systems to the title and real estate industries, today announced the purchase of an additional nine percent ownership in RealEC Technologies, the industry's leading secure B2B e-commerce exchange for real estate transactions. Since RealEC Technologies was founded in May 2000, Micro General has owned 6.5 M shares of non-voting convertible preferred stock, which assuming conversion into common shares, would represent a 47 percent ownership in RealEC Technologies. Other owners of convertible preferred stock include Stewart Information Services (22 percent ownership) and Land America Financial Group (22 percent ownership). Micro General has purchased 1.3 M shares of RealEC common stock currently issued and outstanding, which represents 100 percent of the outstanding common stock, and represents a diluted ownership of nine percent. Micro General has issued 153,893 additional shares of restricted common stock to purchase this additional ownership. Combined with its convertible preferred share position, Micro General now owns 56 percent of RealEC Technologies. As a result of this purchase, Micro General will begin to consolidate RealEC Technologies results with its results of operations in the fourth quarter, 2001. In the 2001 fourth quarter, RealEC is expected to contribute an estimated $900,000 in additional consolidated revenue and contribute an operating loss of less than $200,000. RealEC Technologies is experiencing rapid growth and the Company expects RealEC Technologies will contribute substantial revenue and profits in 2002 and future years. "This transaction is a key component of our strategic positioning as we move into 2002," said Micro General CEO John Snedegar. "Serving six of the top ten mortgage originators in the country and adding new lenders and service providers at a very aggressive pace during the past six months have positioned RealEC's e-business solutions as the #1 B2B electronic exchange in the end-to-end electronic mortgage transaction arena," he said. -more- MICRO GENERAL ANNOUNCES REALEC COMMON STOCK PURCHASE -- PAGE 2 OF 2 "RealEC is very pleased with the broad opportunities that Micro General ownership provides, along with Stewart Title and Land America," said RealEC president, Jeff Sanderson. "These three owners are also strategic partners that continually provide RealEC with new growth opportunities," he said. RealEC is designed to facilitate the origination, servicing, and closing of real estate transactions and to enable real estate practitioners to significantly enhance their businesses. The RealEC Exchange is an intelligent routing process that offers traditional transaction capability and provides a standardized connectivity and data transport functionality for originators and vendors involved in the transaction. It handles data translation and facilitates rapid information flow while integrating seamlessly with vendors' production systems. RealEC iSelect(TM) offers order management, status tracking and coordination by intelligently managing vendor selection, product selection and coordinating the flow of an entire real estate transaction process using a software solution and tools that enable online collaboration. ABOUT MICRO GENERAL Micro General Corporation is the leading provider of production and workflow software systems to the real estate title and escrow industries. The Company's additional competencies include managed application services, application development and integration, network, data and infrastructure management and IT outsourcing. Micro General and its operating subsidiaries employ more than 600 individuals nationwide, primarily in technical positions. To learn more about Micro General Corporation, please visit: www.microgeneral.com. For more information on RealEC Technologies, call 949-622-3927 or visit: www.realec.com. For more information contact Dale Christensen (Corp. IR) 949-622-4986 or Sean Collins (Corp. Comms.) 818-789-0100. This press release contains forward-looking statements. The words "believe," "expect," "intend," "anticipate," "will," and "project," and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to, the effect of government regulation, competition and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission. # # # -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1

                            STOCK PURCHASE AGREEMENT

        This Stock Purchase Agreement (this "Agreement") is effective as of
November 1, 2001, by and between Micro General Corporation, a Delaware
corporation ("Micro General") and Beyond Ventures, LLC, a Washington limited
liability company ("Beyond Ventures").

                                 R E C I T A L S

        A. Beyond Ventures is a stockholder of record and the beneficial owner
of 250,000 shares of Common Stock, par value $.001, of RealEC Technologies,
Inc., a Delaware Corporation (the "RealEC Shares").

        B. Micro General desires to purchase the RealEC Shares from Beyond
Ventures for a purchase price of 30,779 shares of Micro General Common Stock,
par value .001 per share (the "Micro General Shares").

        C. Micro General and Beyond Ventures are entering into this Agreement to
effectuate such exchange of the RealEC Shares and Micro General Shares.


                                A G R E E M E N T

        1. EXCHANGE OF SHARES. Beyond Ventures hereby sells, assigns and
transfers to Micro General, and Micro General hereby purchases from Beyond
Ventures, all right, title and interest in and to the RealEC Shares, subject to
the terms and conditions set forth herein. In exchange for the RealEC Shares,
Micro General hereby issues to Beyond Ventures the Micro General Shares. This
Agreement will be closed on or before December 14, 2001.

        2. INVESTMENT REPRESENTATIONS OF BEYOND VENTURES. Beyond Ventures
acknowledges that it is aware that the Micro General Shares to be received by it
pursuant to this Agreement have not been registered under the Securities Act of
1933, as amended (the "Act"). In connection therewith, Beyond Ventures warrants
and represents to Micro General as follows:

               (a) Beyond Ventures is receiving the Micro General Shares solely
for Beyond Ventures's own account for investment and not with a view to or for
sale or distribution of the Micro General Shares or any portion thereof and not
with any present intention of selling, offering to sell or otherwise disposing
of or distributing the Micro General Shares or any portion thereof. Beyond
Ventures also represents that the entire legal and beneficial interest of the
Micro General Shares is being transferred for, and will be held for the account
of, Beyond Ventures only and neither in whole nor in part for any other person.
Beyond Ventures is receiving the Micro General Shares in a private transaction
and not pursuant to a distribution or through a general solicitation or
advertisement.

               (b) Beyond Ventures is an "accredited investor" for purposes of
Regulation D promulgated by the Securities and Exchange Commission under the
Act.

               (c) Beyond Ventures hereby acknowledges that:



                      (i) the Micro General Shares have not been registered
under the Act, and such Micro General Shares must be held indefinitely unless a
transfer of them is subsequently registered under the Act or an exemption from
such registration is available; and

                      (ii) the share certificate representing the Micro General
Shares will be stamped with the legends restricting transfer specified in this
Agreement.

               (d) Beyond Ventures understands that the Micro General Shares are
restricted securities within the meaning of Rule 144 promulgated under the Act;
that the exemption from registration under Rule 144 will not be available in any
event for at least one (1) year from the date of issuance of the Micro General
Shares to Beyond Ventures, and even then will not be available unless (i) a
public trading market then exists for the Micro General Shares, (ii) adequate
current public information concerning Micro General is then available to the
public, (iii) Beyond Ventures has been the beneficial owner and Beyond Ventures
has paid the full purchase price for the Micro General Shares at least one (1)
year prior to the sale, and (iv) other terms and conditions of Rule 144 are
complied with; and that any sale of the Micro General Shares may be made by it
only in limited amounts in accordance with such terms and conditions, as amended
from time to time.

               (e) Without in any way limiting any of the other provisions of
this Agreement or its representations set forth above, Beyond Ventures further
agrees that Beyond Ventures shall in no event make any disposition of all or any
portion of the Micro General Shares which Beyond Ventures is purchasing unless
and until:

                      (i) there is then in effect a registration statement under
the Act covering such proposed disposition and such disposition is made in
accordance with said registration statement; or

                      (ii) (A) Beyond Ventures shall have notified Micro General
of the proposed disposition and shall have complied with any applicable
restrictions in Micro General's Certificate of Incorporation, as amended, or
Bylaws, or any agreement restricting the transfer of the Micro General Shares,
(B) at Micro General's request, Beyond Ventures shall have furnished Micro
General with an opinion of counsel to the effect that such disposition will not
require registration of such shares under the Act, and (C) such opinion of
counsel (if requested) shall have been concurred with by counsel for Micro
General and Micro General shall have advised Beyond Ventures of such
concurrence.

        3. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF BEYOND VENTURES. Beyond
Ventures represents and warrants to Micro General that:

               (a) AUTHORIZATION. Beyond Ventures has full power and authority
to enter into this Agreement, and this Agreement has been duly authorized by all
requisite action of Beyond Ventures and will not result in a breach,
acceleration or violation of any agreement to which Beyond Ventures is a party
or is bound. This Agreement, when executed and delivered, will constitute valid
and legally binding obligations of Beyond Ventures, enforceable against Beyond
Ventures in accordance with its terms except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors' rights generally and (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies. Beyond Ventures has received all consents,
approvals, orders,


                                       2



waivers and authorizations, and has provided all notices, which are necessary in
connection with the valid execution and delivery of this Agreement and the
transfer of the RealEC Shares hereunder.

               (b) TITLE. The RealEC Shares were validly issued and are fully
paid and nonassessable. Beyond Ventures is the sole owner, beneficially and of
record, of the RealEC Shares, free and clear of all claims, liens, encumbrances,
security interests, pledges, options, charges, restrictions, rights of first
refusal, preemptive rights and defects in title of any nature whatsoever
("Encumbrances"), other than restrictions imposed by federal and applicable
state securities laws which do not constitute an impediment to the purchase and
sale described in this Agreement or that have been disclosed to Micro General
and waived prior to the date of this Agreement, and hereby transfers the same to
Micro General. There is no action, suit, claim, investigation or proceeding,
whether at law or in equity, against Beyond Ventures or claim or counter-claim
initiated by Beyond Ventures, that is pending, or to Beyond Ventures' knowledge,
threatened, that could reasonably be expected to affect adversely Beyond
Ventures' ownership and transfer of the RealEC Shares free and clear of
Encumbrances, or to otherwise perform any of its obligations hereunder.

               (c) COMMITMENT. Beyond Ventures has not granted or sold, and is
not a party to any agreement, commitment or understanding, written or oral,
providing for the grant or sale of, options or other rights to purchase, and it
is not, obligated to sell or otherwise transfer, any of the RealEC Shares to any
person or entity except to Micro General. Beyond Ventures is not a party to any
voting trust, proxy or other voting agreement or understanding with respect to
the voting of the RealEC Shares.

        4. REPRESENTATIONS AND WARRANTIES OF MICRO GENERAL. Micro General hereby
represents and warrants to Beyond Ventures as follows:

               (a) ORGANIZATION AND STANDING. Micro General is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Delaware, and has full power and authority to own and operate its
properties and assets and to carry on its business as presently conducted.

               (b) AUTHORIZATION. Micro General has full power and authority to
enter into this Agreement, and this Agreement has been duly authorized by all
requisite action of Micro General and will not result in a breach, acceleration
or violation of any agreement to which Micro General is a party or is bound.
This Agreement, when executed and delivered, will constitute valid and legally
binding obligations of Micro General, enforceable against Micro General in
accordance with its terms except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, and other laws of general application
affecting enforcement of creditors' rights generally and (ii) as limited by laws
relating to the availability of specific performance, injunctive relief, or
other equitable remedies. Micro General has received all consents, approvals,
orders, waivers and authorizations, and has provided all notices, which are
necessary in connection with the valid execution and delivery of this Agreement
and the issuance of the Micro General Shares hereunder.

               (c) VALID ISSUANCE OF STOCK. The Micro General Shares have been
duly and validly authorized and, when issued and paid for in accordance with the
terms hereof, will be validly issued and nonassessable securities of Micro
General.

               (d) PARALLEL TRANSACTION. The transaction between Micro General
and the MGEN Tech Fund I, under which Micro General is purchasing RealEC stock
from that entity in


                                       3



exchange for Micro General stock, is in all material respects governed by terms
and conditions identical to this Agreement.

        5. MISCELLANEOUS.

               (a) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties pertaining to its subject matter and supersedes
all contemporaneous written or oral agreements and understandings of the
parties, either express or implied. The parties agree to execute such further
instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement.

               (b) NOTICES. Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon personal delivery or
three (3) days after deposit in the United States Post Office, by certified mail
with postage and fees prepaid, addressed to the other party at the address
hereinafter shown below his or its signature or at such other address as such
party may designate by ten days' advance written notice to the other party.

               (c) ASSIGNMENT. No party may transfer or assign its benefits or
rights or delegate its duties or obligations under this Agreement without the
prior written consent of the other party.

               (d) GOVERNING LAW, VENUE AND JURISDICTION. This Agreement shall
be construed in accordance with the laws of the State of Delaware without
reference to choice of law principles, as to all matters, including, but not
limited to, matters of validity, construction, effect or performance.

               (e) COUNTERPARTS. This Agreement may be executed simultaneously
in any number of counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same instrument.

               (f) SEVERABILITY. In the event any court, administrative agency
or other governmental entity with appropriate jurisdiction and authority
determines that any term or part of this Agreement is invalid or unenforceable,
the remainder of this Agreement shall remain in full force and effect.

               (g) AMENDMENT. This Agreement may be amended only by an
instrument in writing executed by the parties hereto.

               (h) WAIVER. All waivers hereunder must be made in writing, and
failure of any party at any time to require another party's performance of any
obligation under this Agreement shall not affect, limit or waive a party's right
at any time to require strict performance of that obligation thereafter. Any
waiver of any breach of any provision of this Agreement shall not be construed
in any way as a waiver of any continuing or succeeding breach of such provision
or waiver or modification of the provision.

               (i) ARBITRATION. Any disputes arising between the parties
relating to, arising out of or in any way connected with this Agreement or any
term or condition hereof, or the performance by either party of its obligations
hereunder, whether before or after termination of this Agreement shall be
finally resolved by binding arbitration. Whenever a party shall decide to
institute arbitration


                                       4



proceedings, it shall give written notice to that effect to the other party. Any
arbitration hereunder shall be conducted under the Commercial Arbitration Rules
of the American Arbitration Association. Each such arbitration shall be
conducted by a panel of one or three arbitrators appointed in accordance with
such Rules. Any such arbitration shall be held in Orange County, California,
USA. The arbitrators shall have the authority to grant specific performance, and
to allocate between the parties the costs of arbitration in such equitable
manner as they determine. Judgment upon the award so rendered may be entered in
any court having jurisdiction or application may be made to such court for
judicial acceptance of any award and an order of enforcement, as the case may
be.

               (j) ATTORNEYS' FEES. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement the prevailing
party shall be entitled to reasonable attorneys' fees, costs, and disbursements
in addition to any other relief to which such party may be entitled.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

4050 Calle Real, Suite 220             MICRO GENERAL CORPORATION
Santa Barbara, CA  93110

                                       By:
                                          -------------------------------
                                       Name:
                                            -----------------------------
                                       Title:
                                             ----------------------------

1151 Fairview Avenue North             BEYOND VENTURES, LLC
Seattle, WA  98109]

                                       By:
                                          -------------------------------
                                       Name:
                                            -----------------------------
                                       Title:
                                             ----------------------------


                                       5

EX-99.2

                                                                    EXHIBIT 99.2

                            STOCK PURCHASE AGREEMENT

        This Stock Purchase Agreement (this "Agreement") is effective as of
November 1, 2001, by and between Micro General Corporation, a Delaware
corporation ("Micro General") and MGEN Tech Fund I, L.P., a California limited
partnership ("Tech Fund").

                                 R E C I T A L S

        A. Tech Fund is a stockholder of record and the beneficial owner of
1,000,000 shares of Common Stock, par value $.001, of RealEC Technologies, Inc.,
a Delaware Corporation (the "RealEC Shares").

        B. Micro General desires to purchase the RealEC Shares from Tech Fund
for a purchase price of 123,114 shares of Micro General Common Stock, par value
 .001 per share (the "Micro General Shares").

        C. Micro General and Tech Fund are entering into this Agreement to
effectuate such exchange of the RealEC Shares and Micro General Shares.


                                A G R E E M E N T

        1. EXCHANGE OF SHARES. Tech Fund hereby sells, assigns and transfers to
Micro General, and Micro General hereby purchases from Tech Fund, all right,
title and interest in and to the RealEC Shares, subject to the terms and
conditions set forth herein. In exchange for the RealEC Shares, Micro General
hereby issues to Tech Fund the Micro General Shares.

        2. INVESTMENT REPRESENTATIONS OF TECH FUND. Tech Fund acknowledges that
it is aware that the Micro General Shares to be received by it pursuant to this
Agreement have not been registered under the Securities Act of 1933, as amended
(the "Act"). In connection therewith, Tech Fund warrants and represents to Micro
General as follows:

               (a) Tech Fund is receiving the Micro General Shares solely for
Tech Fund's own account for investment and not with a view to or for sale or
distribution of the Micro General Shares or any portion thereof and not with any
present intention of selling, offering to sell or otherwise disposing of or
distributing the Micro General Shares or any portion thereof. Tech Fund also
represents that the entire legal and beneficial interest of the Micro General
Shares is being transferred for, and will be held for the account of, Tech Fund
only and neither in whole nor in part for any other person. Tech Fund is
receiving the Micro General Shares in a private transaction and not pursuant to
a distribution or through a general solicitation or advertisement.

               (b) Tech Fund is an "accredited investor" for purposes of
Regulation D promulgated by the Securities and Exchange Commission under the
Act.

               (c) Tech Fund hereby acknowledges that:

                      (i) the Micro General Shares have not been registered
under the Act, and such Micro General Shares must be held indefinitely unless a
transfer of them is subsequently registered under the Act or an exemption from
such registration is available; and



                      (ii) the share certificate representing the Micro General
Shares will be stamped with the legends restricting transfer specified in this
Agreement.

               (d) Tech Fund understands that the Micro General Shares are
restricted securities within the meaning of Rule 144 promulgated under the Act;
that the exemption from registration under Rule 144 will not be available in any
event for at least one (1) year from the date of issuance of the Micro General
Shares to Tech Fund, and even then will not be available unless (i) a public
trading market then exists for the Micro General Shares, (ii) adequate current
public information concerning Micro General is then available to the public,
(iii) Tech Fund has been the beneficial owner and Tech Fund has paid the full
purchase price for the Micro General Shares at least one (1) year prior to the
sale, and (iv) other terms and conditions of Rule 144 are complied with; and
that any sale of the Micro General Shares may be made by it only in limited
amounts in accordance with such terms and conditions, as amended from time to
time.

               (e) Without in any way limiting any of the other provisions of
this Agreement or its representations set forth above, Tech Fund further agrees
that Tech Fund shall in no event make any disposition of all or any portion of
the Micro General Shares which Tech Fund is purchasing unless and until:

                      (i) there is then in effect a registration statement under
the Act covering such proposed disposition and such disposition is made in
accordance with said registration statement; or

                      (ii) (A) Tech Fund shall have notified Micro General of
the proposed disposition and shall have complied with any applicable
restrictions in Micro General's Certificate of Incorporation, as amended, or
Bylaws, or any agreement restricting the transfer of the Micro General Shares,
(B) at Micro General's request, Tech Fund shall have furnished Micro General
with an opinion of counsel to the effect that such disposition will not require
registration of such shares under the Act, and (C) such opinion of counsel (if
requested) shall have been concurred with by counsel for Micro General and Micro
General shall have advised Tech Fund of such concurrence.

        3. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF TECH FUND. Tech Fund
represents and warrants to Micro General that:

               (a) AUTHORIZATION. Tech Fund has full power and authority to
enter into this Agreement, and this Agreement has been duly authorized by all
requisite action of Tech Fund and will not result in a breach, acceleration or
violation of any agreement to which Tech Fund is a party or is bound. This
Agreement, when executed and delivered, will constitute valid and legally
binding obligations of Tech Fund, enforceable against Tech Fund in accordance
with its terms except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting
enforcement of creditors' rights generally and (ii) as limited by laws relating
to the availability of specific performance, injunctive relief, or other
equitable remedies. Tech Fund has received all consents, approvals, orders,
waivers and authorizations, and has provided all notices, which are necessary in
connection with the valid execution and delivery of this Agreement and the
transfer of the RealEC Shares hereunder.

               (b) TITLE. The RealEC Shares were validly issued and are fully
paid and nonassessable. Tech Fund is the sole owner, beneficially and of record,
of the RealEC Shares, free and clear of all claims, liens, encumbrances,
security interests, pledges, options, charges, restrictions,


                                       2



rights of first refusal, preemptive rights and defects in title of any nature
whatsoever ("Encumbrances"), other than restrictions imposed by federal and
applicable state securities laws which do not constitute an impediment to the
purchase and sale described in this Agreement or that have been disclosed to
Micro General and waived prior to the date of this Agreement, and hereby
transfers the same to Micro General. There is no action, suit, claim,
investigation or proceeding, whether at law or in equity, against Tech Fund or
claim or counter-claim initiated by Tech Fund, that is pending, or to Tech
Fund's knowledge, threatened, that could reasonably be expected to affect
adversely Tech Fund's ownership and transfer of the RealEC Shares free and clear
of Encumbrances, or to otherwise perform any of its obligations hereunder.

               (c) COMMITMENT. Tech Fund has not granted or sold, and is not a
party to any agreement, commitment or understanding, written or oral, providing
for the grant or sale of, options or other rights to purchase, and it is not,
obligated to sell or otherwise transfer, any of the RealEC Shares to any person
or entity except to Micro General. Tech Fund is not a party to any voting trust,
proxy or other voting agreement or understanding with respect to the voting of
the RealEC Shares.

        4. REPRESENTATIONS AND WARRANTIES OF MICRO GENERAL. Micro General hereby
represents and warrants to Tech Fund as follows:

               (a) ORGANIZATION AND STANDING. Micro General is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Delaware, and has full power and authority to own and operate its
properties and assets and to carry on its business as presently conducted.

               (b) AUTHORIZATION. Micro General has full power and authority to
enter into this Agreement, and this Agreement has been duly authorized by all
requisite action of Micro General and will not result in a breach, acceleration
or violation of any agreement to which Micro General is a party or is bound.
This Agreement, when executed and delivered, will constitute valid and legally
binding obligations of Micro General, enforceable against Micro General in
accordance with its terms except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, and other laws of general application
affecting enforcement of creditors' rights generally and (ii) as limited by laws
relating to the availability of specific performance, injunctive relief, or
other equitable remedies. Micro General has received all consents, approvals,
orders, waivers and authorizations, and has provided all notices, which are
necessary in connection with the valid execution and delivery of this Agreement
and the issuance of the Micro General Shares hereunder.

               (c) VALID ISSUANCE OF STOCK. The Micro General Shares have been
duly and validly authorized and, when issued and paid for in accordance with the
terms hereof, will be validly issued and nonassessable securities of Micro
General.

        5. MISCELLANEOUS.

               (a) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties pertaining to its subject matter and supersedes
all contemporaneous written or oral agreements and understandings of the
parties, either express or implied. The parties agree to execute such further
instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement.


                                       3



               (b) NOTICES. Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon personal delivery or
three (3) days after deposit in the United States Post Office, by certified mail
with postage and fees prepaid, addressed to the other party at the address
hereinafter shown below his or its signature or at such other address as such
party may designate by ten days' advance written notice to the other party.

               (c) ASSIGNMENT. No party may transfer or assign its benefits or
rights or delegate its duties or obligations under this Agreement without the
prior written consent of the other party.

               (d) GOVERNING LAW, VENUE AND JURISDICTION. This Agreement shall
be construed in accordance with the laws of the State of Delaware without
reference to choice of law principles, as to all matters, including, but not
limited to, matters of validity, construction, effect or performance.

               (e) COUNTERPARTS. This Agreement may be executed simultaneously
in any number of counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same instrument.

               (f) SEVERABILITY. In the event any court, administrative agency
or other governmental entity with appropriate jurisdiction and authority
determines that any term or part of this Agreement is invalid or unenforceable,
the remainder of this Agreement shall remain in full force and effect.

               (g) AMENDMENT. This Agreement may be amended only by an
instrument in writing executed by the parties hereto.

               (h) WAIVER. All waivers hereunder must be made in writing, and
failure of any party at any time to require another party's performance of any
obligation under this Agreement shall not affect, limit or waive a party's right
at any time to require strict performance of that obligation thereafter. Any
waiver of any breach of any provision of this Agreement shall not be construed
in any way as a waiver of any continuing or succeeding breach of such provision
or waiver or modification of the provision.

               (i) ARBITRATION. Any disputes arising between the parties
relating to, arising out of or in any way connected with this Agreement or any
term or condition hereof, or the performance by either party of its obligations
hereunder, whether before or after termination of this Agreement shall be
finally resolved by binding arbitration. Whenever a party shall decide to
institute arbitration proceedings, it shall give written notice to that effect
to the other party. Any arbitration hereunder shall be conducted under the
Commercial Arbitration Rules of the American Arbitration Association. Each such
arbitration shall be conducted by a panel of one or three arbitrators appointed
in accordance with such Rules. Any such arbitration shall be held in Orange
County, California, USA. The arbitrators shall have the authority to grant
specific performance, and to allocate between the parties the costs of
arbitration in such equitable manner as they determine. Judgment upon the award
so rendered may be entered in any court having jurisdiction or application may
be made to such court for judicial acceptance of any award and an order of
enforcement, as the case may be.

               (j) ATTORNEYS' FEES. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement the prevailing
party shall be entitled to reasonable attorneys' fees, costs, and disbursements
in addition to any other relief to which such party may be entitled.


                                       4



        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

4050 Calle Real, Suite 220             MICRO GENERAL CORPORATION
Santa Barbara, CA  93110

                                       By:
                                          -------------------------------
                                       Name:
                                            -----------------------------
                                       Title:
                                             ----------------------------


4050 Calle Real, Suite 220             MGEN TECH FUND I, L.P.
Santa Barbara, CA  93110

                                       By:
                                          -------------------------------
                                       Name:
                                            -----------------------------
                                       Title:
                                             ----------------------------


                                       5

EX-99.3

                                                                    EXHIBIT 99.3

     Dale Christensen                   Sean Collins
     CFO                                Corporate Communications
     Micro General Corporation          Coffin Communications
     949-622-4986                       818-789-0100 ext. 102
     dchristensen@microgeneral.com      sean.Collins@coffincg.com

FOR IMMEDIATE RELEASE

                 MICRO GENERAL CORPORATION PURCHASES ADDITIONAL
                         REALEC TECHNOLOGIES OWNERSHIP

  MOVE ENHANCES AND CONSOLIDATES FINANCIAL RESULTS OF REALEC WITH MICRO GENERAL

SANTA ANA, CALIF. -- DECEMBER 13, 2001 - Micro General Corporation
(NASDAQ:MGEN), the leading provider of production and workflow software systems
to the title and real estate industries, today announced the purchase of an
additional nine percent ownership in RealEC Technologies, the industry's leading
secure B2B e-commerce exchange for real estate transactions.

        Since RealEC Technologies was founded in May 2000, Micro General has
owned 6.5 M shares of non-voting convertible preferred stock, which assuming
conversion into common shares, would represent a 47 percent ownership in RealEC
Technologies. Other owners of convertible preferred stock include Stewart
Information Services (22 percent ownership) and Land America Financial Group (22
percent ownership). Micro General has purchased 1.3 M shares of RealEC common
stock currently issued and outstanding, which represents 100 percent of the
outstanding common stock, and represents a diluted ownership of nine percent.

        Micro General has issued 153,893 additional shares of restricted common
stock to purchase this additional ownership. Combined with its convertible
preferred share position, Micro General now owns 56 percent of RealEC
Technologies.

        As a result of this purchase, Micro General will begin to consolidate
RealEC Technologies results with its results of operations in the fourth
quarter, 2001. In the 2001 fourth quarter, RealEC is expected to contribute an
estimated $900,000 in additional consolidated revenue and contribute an
operating loss of less than $200,000. RealEC Technologies is experiencing rapid
growth and the Company expects RealEC Technologies will contribute substantial
revenue and profits in 2002 and future years.

        "This transaction is a key component of our strategic positioning as we
move into 2002," said Micro General CEO John Snedegar. "Serving six of the top
ten mortgage originators in the country and adding new lenders and service
providers at a very aggressive pace during the past six months have positioned
RealEC's e-business solutions as the #1 B2B electronic exchange in the
end-to-end electronic mortgage transaction arena," he said.

                                     -more-



MICRO GENERAL ANNOUNCES REALEC COMMON STOCK PURCHASE -- PAGE 2 OF 2

        "RealEC is very pleased with the broad opportunities that Micro General
ownership provides, along with Stewart Title and Land America," said RealEC
president, Jeff Sanderson. "These three owners are also strategic partners that
continually provide RealEC with new growth opportunities," he said.

        RealEC is designed to facilitate the origination, servicing, and closing
of real estate transactions and to enable real estate practitioners to
significantly enhance their businesses. The RealEC Exchange is an intelligent
routing process that offers traditional transaction capability and provides a
standardized connectivity and data transport functionality for originators and
vendors involved in the transaction. It handles data translation and facilitates
rapid information flow while integrating seamlessly with vendors' production
systems.

        RealEC iSelect(TM) offers order management, status tracking and
coordination by intelligently managing vendor selection, product selection and
coordinating the flow of an entire real estate transaction process using a
software solution and tools that enable online collaboration.

ABOUT MICRO GENERAL

Micro General Corporation is the leading provider of production and workflow
software systems to the real estate title and escrow industries. The Company's
additional competencies include managed application services, application
development and integration, network, data and infrastructure management and IT
outsourcing. Micro General and its operating subsidiaries employ more than 600
individuals nationwide, primarily in technical positions. To learn more about
Micro General Corporation, please visit: www.microgeneral.com. For more
information on RealEC Technologies, call 949-622-3927 or visit: www.realec.com.

For more information contact Dale Christensen (Corp. IR) 949-622-4986 or Sean
Collins (Corp. Comms.) 818-789-0100.


This press release contains forward-looking statements. The words "believe,"
"expect," "intend," "anticipate," "will," and "project," and similar expressions
identify forward-looking statements, which speak only as of the date the
statement was made. The Company undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events, or otherwise. Forward-looking statements are inherently subject
to risks and uncertainties, some of which cannot be predicted or quantified.
Future events and actual results could differ materially from those set forth
in, contemplated by, or underlying the forward-looking statements. The risks and
uncertainties to which forward-looking statements are subject include, but are
not limited to, the effect of government regulation, competition and other risks
detailed from time to time in the Company's filings with the Securities and
Exchange Commission.

                                      # # #