SC TO-T

As filed with the Securities and Exchange Commission on May 30, 2002

Registration No. 333-____________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13 (e)(1) of the
Securities Exchange Act of 1934

MICRO GENERAL CORPORATION
(Name of Subject Company)

FIDELITY NATIONAL INFORMATION SOLUTIONS, INC.
(Names of Filing Person — Offeror)

Common Stock, Par Value $0.05 Per Share
(Title of Class of Securities)

594838302
(Cusip Number of Class of Securities)

Patrick F. Stone
Chief Executive Officer
Fidelity National Information Solutions, Inc.
4050 Calle Real
Santa Barbara, California 93110
(805) 696-7000
(Name, address and telephone number of person authorized to receive notice
and communications on behalf of filing person)

With copies to:

C. Craig Carlson, Esq.
Stradling Yocca Carlson & Rauth,
a Professional Corporation
660 Newport Center Drive
Suite 1600
Newport Beach, California 92660
(949) 725-4000

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee**
$342,261,077.08	$31,488.02

*	Estimated solely for the purpose of calculating the filing fee, based on the product of (i) $19.16, the average of the high and low prices of Micro General Corporation common stock as reported on The Nasdaq National Market on May 23, 2002 and (ii) the maximum number of shares of common stock of Micro General Corporation that may be acquired in the exchange offer and merger (based on the diluted weighted average shares outstanding at March 31, 2002, as reported by Micro General Corporation in its Quarterly Report on Form 10-Q for the period ended March 31, 2002) to which this Tender Offer Statement relates.
**	0.0092% of the Transaction Value.
[X]	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	Amount Previously Paid: $31,488.02                Filing Party: Fidelity National Information Solutions, Inc.
	Form or Registration No.: Form S-4                   Date Filed: May 30, 2002
[   ]	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes below to designate any transactions to which the statement relates:
	[X]   third-party tender offer subject to Rule 14d-1.
	[   ]   issuer tender offer subject to Rule 13e-4.
	[   ]   going-private transaction subject to Rule 13e-3.
	[   ]   amendment to Schedule 13D under Rule 13d-2.
	Check the following box if the filing is a final amendment reporting the results of the tender offer. [   ]

TABLE OF CONTENTS

	Items 1 through 11.
	Item 12. Exhibits.
	Item 13. Information Required by Schedule 13e-3.
SIGNATURE
EXHIBIT (A)(13)
EXHIBIT 99.(D)(1)
EXHIBIT 99.(D)(2)

     This Tender Offer Statement on Schedule TO is filed by Fidelity National Information Solutions, Inc., a Delaware corporation (“FNIS”). This Schedule TO relates to the offer by FNIS to exchange shares of common stock, par value $0.001 per share, of FNIS for each outstanding share of common stock, par value $0.05 per share (the “Shares”), of Micro General Corporation, a Delaware corporation (“MGEN”), upon the terms and subject to the conditions set forth in the Prospectus, dated May 30, 2002 (the “Prospectus”), and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

Items 1 through 11.

     The information set forth in the Prospectus and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 11 of this Schedule TO.

Item 12.	Exhibits
(a)(1)	Prospectus dated May 30, 2002 (incorporated by reference from Fidelity National Information Solutions, Inc.’s Registration Statement on Form S-4 filed on May 30, 2002 (the “Form S-4”)).
(a)(2)	Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) (incorporated by reference to Exhibit 99.1 to the Form S-4).
(a)(3)	Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 to the Form S-4).
(a)(4)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 to the Form S-4).
(a)(5)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to the Form S-4).
(a)(6)	Form of Notice to Employee Stock Purchase Plan Participants (incorporated by reference to Exhibit 99.5 to the Form S-4).
(a)(7)	Form of Notice to Holders of MGEN Stock Options and Warrants (incorporated by reference to Exhibit 99.6 to the Form S-4).
(a)(8)	Opinion and Consent of Jefferies & Company, Inc., financial advisor to FNIS (incorporated by reference to Exhibit 99.7 to the Form S-4).

(a)(9)	Press Release of Fidelity National Information Solutions, Inc. issued on April 30, 2002, announcing its tender offer for all of the outstanding shares of Micro General Corporation (incorporated by reference to the filing on April 30, 2002 by Fidelity National Information Solutions, Inc. pursuant to Rule 425 under the Securities Act of 1933).
(a)(10)	Press Release of Fidelity National Information Solutions, Inc. issued on May 13, 2002, announcing that it had entered into an exclusive agreement with The Prudential Real Estate Affiliates, Inc., a Prudential Financial company, as an application service provider of a unified Internet product suite (incorporated by reference to the Schedule TO-C filed by Fidelity National Information Solutions, Inc. on May 13, 2002 and the filing on May 21, 2002 by Fidelity National Information Solutions, Inc. pursuant to Rule 425 under the Securities Act of 1933).
(a)(11)	Press Release of Fidelity National Information Solutions, Inc. issued on May 16, 2002, announcing its acquisition of a majority interest in Hansen Quality Loan Services, Inc. (incorporated by reference to the Schedule TO-C filed by Fidelity National Information Solutions, Inc. on May 16, 2002 and the filing on May 21, 2002 by Fidelity National Information Solutions, Inc. pursuant to Rule 425 under the Securities Act of 1933 ).
(a)(12)	Press Release and its correction of Fidelity National Information Solutions, Inc. issued on May 16, 2002, announcing it had entered into a non-binding letter of intent to acquire Factual Data Corp., a Colorado corporation (incorporated by reference to the Schedule TO-C filed by Fidelity National Information Solutions, Inc. on May 17, 2002 and the filing on May 21, 2002 by Fidelity National Information Solutions, Inc. pursuant to Rule 425 under the Securities Act of 1933).
(a)(13)	Press Release of Fidelity National Information Solutions, Inc. issued on May 30, 2002, announcing the formal commencement of its tender offer for all of the outstanding shares of Micro General Corporation and a changed condition to Fidelity National Information Solutions, Inc.'s obligation to close the offer.
(b)	None.
(d)(1)	Form of Tender Agreement entered into whereby Fidelity National Financial, Inc., William P. Foley, II, John Snedegar, Patrick F. Stone, Richard Pickup and certain entities controlled by them agreed to tender their shares of Micro General Corporation common stock to Fidelity National Information Solutions, Inc. in the Offer.
(d)(2)	Form of Agreement Regarding Outstanding Options and Warrants entered into whereby Fidelity National Financial, Inc., Cal West Services Corporation and Dito Caree, LP will agree to an increase in the exercise or conversion price of options, warrants and other convertible securities held by them.
(g)	None.
(h)	Tax opinion of Stradling Yocca Carlson & Rauth, a professional corporation (incorporated by reference to Exhibit 8 to Form S-4).

Item 13. Information Required by Schedule 13e-3.

     Not applicable.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

FIDELITY NATIONAL INFORMATION SOLUTIONS, INC
By: /s/ Neil A. Johnson
	Name: Neil A. Johnson
	Title: EVP and Chief Financial Officer

Dated: May 30, 2002

EXHIBIT INDEX

(a)(1)	Prospectus dated May 30, 2002 (incorporated by reference from Fidelity National Information Solutions, Inc.’s Registration Statement on Form S-4 filed on May 30, 2002 (the “Form S-4”)).
(a)(2)	Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) (incorporated by reference to Exhibit 99.1 to the Form S-4).
(a)(3)	Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 to the Form S-4).
(a)(4)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 to the Form S-4).
(a)(5)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to the Form S-4).
(a)(6)	Form of Notice to Employee Stock Purchase Plan Participants (incorporated by reference to Exhibit 99.5 to the Form S-4).
(a)(7)	Form of Notice to Holders of MGEN Stock Options and Warrants (incorporated by reference to Exhibit 99.6 to the Form S-4).
(a)(8)	Opinion and Consent of Jefferies & Company, Inc., financial advisor to FNIS (incorporated by reference to Exhibit 99.7 to the Form S-4).

(a)(9)	Press Release of Fidelity National Information Solutions, Inc. issued on April 30, 2002, announcing its tender offer for all of the outstanding shares of Micro General Corporation (incorporated by reference to the filing on April 30, 2002 by Fidelity National Information Solutions, Inc. pursuant to Rule 425 under the Securities Act of 1933).
(a)(10)	Press Release of Fidelity National Information Solutions, Inc. issued on May 13, 2002, announcing that it had entered into an exclusive agreement with The Prudential Real Estate Affiliates, Inc., a Prudential Financial company, as an application service provider of a unified Internet product suite (incorporated by reference to the Schedule TO-C filed by Fidelity National Information Solutions, Inc. on May 13, 2002 and the filing on May 21, 2002 by Fidelity National Information Solutions, Inc. pursuant to Rule 425 under the Securities Act of 1933).
(a)(11)	Press Release of Fidelity National Information Solutions, Inc. issued on May 16, 2002, announcing its acquisition of a majority interest in Hansen Quality Loan Services, Inc. (incorporated by reference to the Schedule TO-C filed by Fidelity National Information Solutions, Inc. on May 16, 2002 and the filing on May 21, 2002 by Fidelity National Information Solutions, Inc. pursuant to Rule 425 under the Securities Act of 1933 ).
(a)(12)	Press Release and its correction of Fidelity National Information Solutions, Inc. issued on May 16, 2002, announcing it had entered into a non-binding letter of intent to acquire Factual Data Corp., a Colorado corporation (incorporated by reference to the Schedule TO-C filed by Fidelity National Information Solutions, Inc. on May 17, 2002 and the filing on May 21, 2002 by Fidelity National Information Solutions, Inc. pursuant to Rule 425 under the Securities Act of 1933).
(a)(13)	Press Release of Fidelity National Information Solutions, Inc. issued on May 30, 2002, announcing the formal commencement of its tender offer for all of the outstanding shares of Micro General Corporation and a changed condition to Fidelity National Information Solutions, Inc.'s obligation to close the offer.
(b)	None.
(d)(1)	Form of Tender Agreement entered into whereby Fidelity National Financial, Inc., William P. Foley, II, John Snedegar, Patrick F. Stone, Richard Pickup and certain entities controlled by them agreed to tender their shares of Micro General Corporation common stock to Fidelity National Information Solutions, Inc. in the Offer.
(d)(2)	Form of Agreement Regarding Outstanding Options and Warrants entered into whereby Fidelity National Financial, Inc., Cal West Services Corporation and Dito Caree, LP will agree to an increase in the exercise or conversion price of options, warrants and other convertible securities held by them.
(g)	None.
(h)	Tax opinion of Stradling Yocca Carlson & Rauth, a professional corporation (incorporated by reference to Exhibit 8 to Form S-4).

EX-99.(A)(13)

                                                                 Exhibit (a)(13)


[FIDELITY LOGO]                                                    PRESS RELEASE

 FIDELITY NATIONAL INFORMATION SOLUTIONS ANNOUNCES COMMENCEMENT OF TENDER OFFER
                                    FOR MGEN

         Santa Barbara, Calif. -- (May 30, 2002) -- Fidelity National
Information Solutions, Inc. (NASDAQ:FNIS), the nation's most comprehensive
source for real estate-related data, technology solutions and services, today
announced the formal commencement of its tender offer for all of the outstanding
shares of Micro General Corporation (NASDAQ:MGEN) by filing a Registration
Statement with the Securities and Exchange Commission.

         Under the terms of the previously announced tender offer, each share of
MGEN common stock will be exchanged for .696 shares of FNIS common stock. The
transaction is expected to close on June 28, 2002 and be followed by a merger in
which MGEN will become a wholly owned subsidiary of FNIS.

         FNIS expects to issue approximately 12.9 million new shares of common
stock, resulting in approximately 37.6 million outstanding shares of FNIS common
stock after the tender offer is completed. Fidelity National Financial, Inc.
(NYSE:FNF) will own approximately 70 percent of the outstanding stock of FNIS
after the completion of the tender offer. Both FNIS and MGEN are currently
majority-owned subsidiaries of FNF.

         Because the merger of MGEN and FNIS will require the exchange of
outstanding stock options and warrants between entities under common control, an
issue has arisen that will require the combined companies to record a
compensation expense equal to the difference between the aggregate exercise
prices and intrinsic value of most vested MGEN stock options and warrants on the
date the merger closes.

         To reduce the stock options and warrants outstanding at the date of
merger, certain affiliated parties of MGEN have volunteered to exercise their
MGEN stock options and warrants

at their original strike prices and then sell the underlying MGEN shares to
unaffiliated third parties pursuant to Rule 144 or in private placements. With
respect to those shares sold through private placements, the buyer must agree to
tender those MGEN shares in the tender offer. The exercise of MGEN options and
warrants and sale of the underlying MGEN shares by certain affiliated parties is
a condition of the tender offer which may be waived by FNIS. This is in lieu of
the previously contemplated, but not yet finalized, re-pricing agreements that
would have required the re-pricing of those options to eliminate the premium in
the tender offer and merger. As a result of this stock option and warrant
exercise, those MGEN affiliated parties will forfeit any future increase in
value in those stock options and warrants related to the potential appreciation
of FNIS' common stock, while incurring current income tax expense that otherwise
would have been deferred. The MGEN affiliated parties likely will also have to
accept a discount and placement fee in the sale of the MGEN shares. This
revision in the tender offer does not impact the previously announced agreement
for William P. Foley, II and Patrick F. Stone to rescind the 165,000 MGEN stock
options granted to each in April 2001. As a result, Mr. Foley and Mr. Stone will
each forego the inherent intrinsic value of those stock options, which is
estimated to be $2.3 million at the MGEN closing stock price of $21.25 on May
29, 2002.

         Fidelity National Information Solutions, Inc. (NASDAQ:FNIS) provides
data, technology solutions and services to lenders, REALTORS(R) and other
participants in the real estate industry. The data segment targets the
information needs of lenders, originators, REALTORS(R) and residential loan
servicers and provides the data solutions that these mortgage professionals
require in selling homes and underwriting mortgage loans. The solutions division
provides technology products and services for REALTORS(R) and brokers. FNIS
is the nation's largest provider of Multiple Listing Services (MLS) systems and
also supplies tools that allow REALTORS(R) and brokers to improve efficiency,
lower costs, reduce risks and better manage and operate their businesses. The
services segment adds value by combining manual intervention, outsourcing or

process improvement with one or more of our data and/or solutions components.
They can range in scope from improving a single process to providing complete
outsourcing capabilities.

         FNIS is a majority-owned subsidiary of Fidelity National Financial,
Inc. (NYSE:FNF), a Fortune 500 and Forbes 500 Company and the nation's largest
title insurance and diversified real estate related services company. FNF's
title insurance underwriters -- Fidelity National Title, Chicago Title, Ticor
Title, Security Union Title and Alamo Title -- together issue approximately 30
percent of all title insurance policies nationally. The company provides title
insurance in 49 states, the District of Columbia, Guam, Mexico, Puerto Rico, the
U.S. Virgin Islands and Canada.

         In connection with the proposed transaction, FNIS will file an exchange
offer prospectus and a proxy statement with the Securities and Exchange
Commission today. INVESTORS AND STOCKHOLDERS ARE ADVISED TO READ THESE AND ALL
RELATED DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and
stockholders may obtain a free copy of the exchange offer prospectus, the proxy
statement and related documents from the Securities and Exchange Commission's
web site at www.sec.gov. Free copies of these documents may also be obtained
from FNIS by directing a request to Fidelity National Information Solutions,
Inc. Investors Relations, 4050 Calle Real, Santa Barbara, California, 93110. The
information contained in this press release is not an offer to sell or a
solicitation to buy MGEN securities by FNIS, MGEN or any affiliate of either
company.

         This press release contains statements related to future events and
expectations and, as such, constitutes forward-looking statements. These
forward-looking statements are subject to known and unknown risks, uncertainties
and other factors that may cause actual results, performance or achievements of
the Company to be different from those expressed or implied above. The Company
expressly disclaims any duty to update or revise forward-looking statements. The
risks and uncertainties which forward-looking statements are subject to include,
but are not limited to, the effect of governmental regulations, the economy,
competition and other risks detailed from

time to time in the "Management Discussion and Analysis" section of the
Company's Form 10-K and other reports and filings with the Securities and
Exchange Commission.



SOURCE:  Fidelity National Information Solutions, Inc.

CONTACT: Daniel Kennedy Murphy, Senior Vice President, Finance and Investor
Relations, Fidelity National Financial, Inc., 805-696-7218, dkmurphy@fnf.com

EX-99.(D)(1)

                                                                  EXHIBIT (d)(1)



                                TENDER AGREEMENT

      THIS TENDER AGREEMENT (this "Agreement") is made and entered into as of
April 29, 2002, by and between Fidelity National Information Solutions, Inc., a
Delaware corporation (the "Buyer"), and the individual or entity listed on the
signature page hereto (the "Stockholder").

                                    Recitals

      WHEREAS, the Stockholder is, as of the date hereof, the beneficial owner
of outstanding common shares, par value $0.05 per share, of Micro General
Corporation, a Delaware corporation (the "Company," and such shares, the "Common
Shares"), and Common Shares subject to outstanding options, warrants or other
rights;

      WHEREAS, the Buyer intends to commence an exchange offer (the "Offer") to
acquire all of the outstanding Common Shares of the Company in exchange for
shares of Buyer Common Stock, and subsequent to the closing of the Offer to
consummate a post-closing reorganization of the Company to be accomplished upon
the terms and subject to the conditions to be set forth in a Registration
Statement on Form S-4 to be filed by the Buyer with the Securities and Exchange
Commission;

      WHEREAS, in the Offer the Buyer will offer 0.696 shares of Buyer Common
Stock for each full Common Share;

      WHEREAS, as a condition to the willingness of the Buyer to commence the
Offer, the Stockholder has agreed (solely in his, her or its capacity as a
stockholder of the Company) to enter into this Agreement;

      NOW, THEREFORE, in consideration of the commencement of the Offer by the
Buyer and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows.

                                    Agreement

      1. Certain Definitions. For purposes of this Agreement:

            "Acquisition Proposal" means any offer or proposal for, or
indication of interest in, a merger, consolidation, share exchange, business
combination, reorganization, recapitalization, liquidation, dissolution or other
similar transaction involving, or any purchase or acquisition of, ten percent
(10%) or more of (i) any class of equity securities of the Company or (ii) the
consolidated assets of the Company and its subsidiaries, other than the Offer.

            "Shares" shall mean: (i) all securities of the Company (including
all Common Shares and all options, warrants and other rights to acquire Common
Shares) owned by the Stockholder as of the date of this Agreement; and (ii) all
additional securities of the Company (including all additional Common Shares and
all additional options, warrants and other rights to acquire Common Shares)
which the Stockholder acquires during the period from the date of this Agreement
through the Termination Date.

            "Termination Date" shall mean the earliest to occur of (i) the
announcement by the Buyer of the valid termination of the Offer; or (ii) the
closing of the Offer.

            "Transfer" The Stockholder shall be deemed to have effected a
Transfer of Shares if the Stockholder directly or indirectly (i) sells, pledges,
encumbers, grants an option with respect to, transfers or otherwise disposes of
such Shares or any interest therein, or (ii) enters into an agreement or
commitment providing for the sale of, pledge of, encumbrance of, grant of an
option with respect to, transfer of or disposition of such Shares or any
interest therein.

      2. Representations and Warranties of the Stockholder. The Stockholder
hereby represents, warrants and covenants to the Buyer that the Stockholder (i)
the Common Shares and the options, warrants and other rights to acquire Common
Shares beneficially owned by it are free and clear of any pledges, options,
rights of first refusal, co-sale rights, attachments or other encumbrances; (ii)
has full power and authority to make, enter into and carry out the terms of this
Agreement; and (ii) the execution, delivery and performance of this Agreement by
the Stockholder and the consummation of the transactions contemplated hereby,
will not (x) require the consent, waiver, approval, or authorization of any
governmental authority or any other person or entity; or (y) violate, conflict
with, result in a breach of or the acceleration of any obligation under, or
constitute a default (or an event which with notice or the lapse of time or both
would become a default) under, or give to others any right of termination,
amendment, acceleration or cancellation of, or result in the creation of a lien
or other encumbrance on any property or asset of the Stockholder pursuant to any
provision of any indenture, mortgage, lien, lease, agreement, contract,
instrument, order, judgment, ordinance, regulation or decree to which the
Stockholder is subject or by which the Stockholder or any of the Stockholder's
property or assets is bound.

      3. Agreement to Tender Shares. The Stockholder hereby agrees that the
Stockholder shall tender, or if the Stockholder holds such shares through a
broker, instruct the broker to tender, his, her or its Shares into the Offer
promptly, and in any event no later than the tenth business day following the
commencement of the Offer, pursuant to and in accordance with the terms of the
Offer Agreement, and that the Stockholder shall not withdraw any Shares so
tendered unless the Offer is terminated or has expired.

      4. Transferee of Shares to be Bound by this Agreement. The Stockholder
hereby agrees that, at all times during the period from the date of this
Agreement until the Termination Date, the Stockholder shall not cause or permit
any Transfer of any of the Shares to be effected, or discuss, negotiate or make
any offer regarding any Transfer of any of the Shares, unless each person to
which any such Shares, or any interest therein, is or may be Transferred shall
have (i) executed a counterpart of this Agreement; and (ii) agreed in writing to
hold such Shares, or such interest therein, subject to all of the terms and
conditions set forth in this Agreement.

      5. Certain Events. In the event of any stock split, stock dividend,
merger, reorganization, recapitalization or other change in the capital
structure of the Company affecting the Common Shares or the acquisition of
additional Common Shares or other securities or rights of the Company by any
Stockholder, the number of Shares shall be adjusted appropriately, and this
Agreement and the rights and obligations hereunder shall attach to any
additional Common Shares or other securities or rights of the Company issued to
or acquired by the Stockholder.


                                       2

      6. Certain Other Agreements. From and after the date of this Agreement
until the Termination Date, the Stockholder will not, nor will the Stockholder
authorize or permit any of the Stockholder's officers, directors, affiliates or
employees or any investment banker, attorney, accountant, consultant or other
agent, advisor or representative retained by the Stockholder to, directly or
indirectly, (i) solicit, initiate, encourage or induce the making, submission or
announcement of any Acquisition Proposal; (ii) engage or participate in any
discussions or negotiations regarding, or furnish to any person any information
relating to the Company or any of its subsidiaries or afford access to the
business, properties, assets, books or records of the Company or any of its
subsidiaries to any person that has made, or take any other action intended to
assist or facilitate any inquiries or the making, submission, or announcement of
any proposal that constitutes or would reasonably be expected to lead to, any
Acquisition Proposal; (iii) approve, endorse or recommend any Acquisition
Proposal; or (iv) enter into any letter of intent or similar document or any
contract, agreement or commitment contemplating or otherwise relating to any
Acquisition Transaction.

      7. Further Assurances. The Stockholder hereby covenants and agrees to,
upon the request of the Buyer, execute and deliver any additional documents and
take such further actions as may be deemed by the Buyer to be necessary or
desirable to carry out the provisions of this Agreement.

      8. Legends. If so requested by the Buyer, Stockholder agrees to use its
best efforts to place on the certificates representing the Shares a legend
stating that they are subject to this Agreement.

      9. Termination. Except as otherwise provided in this Agreement, this
Agreement, and all rights and obligations of the parties hereunder, shall
terminate and have no further force or effect immediately upon the Termination
Date; provided, however, that Sections 10 and 11 shall survive any termination
of this Agreement.

      10. Expenses. All fees and expenses incurred by any one party hereto shall
be borne by the party incurring such fees and expenses; provided, however, that
if the Buyer institutes any action against the Stockholder to enforce the terms
of this Agreement, the Stockholder shall pay reasonable costs and expenses,
including, without limitation, reasonable attorneys' fees and costs, incurred by
the Buyer in connection with such action, provided that the Buyer is successful
in its action against the Stockholder.

      11. Miscellaneous.

            (a) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, then the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

            (b) Binding Effect and Assignment. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but, except as
otherwise specifically provided herein, neither this Agreement nor any of the
rights, interests or obligations of the parties hereto may be assigned by either
of the parties without prior written consent of the other.


                                       3

            (c) Amendments and Modification. This Agreement may not be modified,
amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.

            (d) Specific Performance; Injunctive Relief. The parties hereto
acknowledge that the Buyer shall be irreparably harmed and that there shall be
no adequate remedy at law for a violation of any of the covenants or agreements
of Stockholder set forth herein. Therefore, it is agreed that, in addition to
any other remedies that may be available to the Buyer upon any such violation,
the Buyer shall have the right to enforce such covenants and agreements by
specific performance, injunctive relief or by any other means available to the
Buyer at law or in equity.

            (e) Notices. All notices and other communications pursuant to this
Agreement shall be in writing and deemed to be sufficient if contained in a
written instrument and shall be deemed given if delivered personally,
telecopied, sent by nationally-recognized overnight courier or mailed by
registered or certified mail (return receipt requested), postage prepaid, to the
parties at the following address (or at such other address for a party as shall
be specified by like notice):

      If to the Buyer:        Fidelity National Information Solutions, Inc.
                              4050 Calle Real
                              Santa Barbara, California 93110
                              Attention: General Counsel
                              Facsimile: (949) 477-6819

      With copies to:         Stradling Yocca Carlson & Rauth
                              660 Newport Center Drive
                              Newport Beach, California 92660
                              Attention: C. Craig Carlson, Esq.
                              Facsimile No.: (949) 725-4100

      If to the Stockholder:  To the address for notice set forth on the
                              signature page hereof.

            (f) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, without giving effect to
the conflicts of law principles thereof. The Stockholder hereby irrevocably
consents to the exclusive jurisdiction and venue of any court within the State
of Delaware in connection with any matter based upon or arising out of this
Agreement of the matters contemplated herein, agrees that process may be served
upon the Stockholder in any manner authorized by the laws of the State of
Delaware for such persons and waives any covenants not to assert or plead any
objection which the Stockholder might otherwise have to such jurisdiction, venue
and such process.

            (g) Entire Agreement. This Agreement contains the entire
understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings between the parties with
respect to such subject matter.

            (h) Effect of Headings. The section headings are for convenience
only and shall not affect the construction or interpretation of this Agreement.


                                       4

            (i) Counterparts. This Agreement may be executed by facsimile and in
several counterparts, each of which shall be an original, but all of which
together shall constitute one and the same agreement.

                           [Signature Page to Follow]


                                       5

      IN WITNESS WHEREOF, each of the Buyer and the Stockholder have caused this
Agreement to be duly executed and delivered as of the date first written above.

                           FIDELITY NATIONAL INFORMATION SOLUTIONS, INC.




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




                           STOCKHOLDER




                           ----------------------------------
                           Name:
                           Title:
                           Address:
                                      ----------------------------------

                                      ----------------------------------

                                      ----------------------------------
                                      Telephone:
                                      Facsimile No.:




                      [SIGNATURE PAGE TO TENDER AGREEMENT]


                                       6

EX-99.(D)(2)

                                                                  EXHIBIT (d)(2)



              AGREEMENT REGARDING OUTSTANDING OPTIONS AND WARRANTS

      THIS AGREEMENT REGARDING OUTSTANDING OPTIONS AND WARRANTS (this
"Agreement") is made and entered into as of April 29, 2002, by and between Micro
General Corporation, a Delaware corporation (the "Company"), and the individual
or entity listed on the signature page hereto (the "Optionee").

                                    Recitals

      WHEREAS, the Optionee is, as of the date hereof, the beneficial owner of
options or warrants (either, "Options") to purchase common shares, par value
$0.05 per share ("Company Common Shares"), of the Company;

      WHEREAS, Fidelity National Information Solutions, Inc., a Delaware
corporation (the "Buyer") intends to commence an exchange offer (the "Offer") to
acquire all of the outstanding Company Common Shares in exchange for shares of
Buyer common stock, 0.001 par value ("Buyer Common Shares") and subsequent to
the closing of the Offer to consummate a post-closing reorganization to be
accomplished upon the terms and subject to the conditions to be set forth in a
Registration Statement on Form S-4 to be filed by the Buyer with the Securities
and Exchange Commission;

      WHEREAS, in the Offer the Buyer will offer 0.696 shares of Buyer Common
Stock for each full Common Share (the "Exchange Ratio");

      WHEREAS, the Board of Directors of the Company has voted to recommend the
Offer to the Company's stockholders and to otherwise support the Offer;

      WHEREAS, the Optionee desires to increase the exercise price of the
Options beneficially owned by it in order to align its interests in the success
of the Buyer with that of the other stockholders in the Buyer following the
closing of the Offer and the subsequent reorganization;

      WHEREAS, as a condition to the willingness of the Company to recommend in
favor of the Offer to its stockholders, the Optionee has agreed (solely in his,
her or its capacity as an optionee or warrantholder of the Company) to enter
into this Agreement;

      NOW, THEREFORE, in consideration of the recommendation in favor of the
Offer by the Company and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows.

                                    Agreement

      1. Certain Definitions. For purposes of this Agreement:

            "Exercise Price" means the purchase price per Company Common Share
payable upon exercise of an Option.


            "Termination Date" shall mean the earliest to occur of (i) the
breach by the Company of the covenant contained in Section 4 below or (ii) the
announcement by the Buyer of the valid termination of the Offer.

            "Transfer" The Optionee shall be deemed to have effected a Transfer
of Options if the Optionee directly or indirectly (i) sells, pledges, encumbers,
grants an option with respect to, transfers or otherwise disposes of such
Options or any interest therein, or (ii) enters into an agreement or commitment
providing for the sale of, pledge of, encumbrance of, grant of an option with
respect to, transfer of or disposition of such Options or any interest therein.

      2. Representations and Warranties of the Optionee. The Optionee hereby
represents, warrants and covenants to the Company that the Optionee (i) received
its Options pursuant to the grants, agreements, warrants or other arrangements
listed on Schedule A attached hereto (the "Option Agreements"); (ii) is the
beneficial owner of such Options, free and clear of any pledges, options, rights
of first refusal, co-sale rights, attachments or other encumbrances; (iii) has
full power and authority to make, enter into and carry out the terms of this
Agreement; and (iv) the execution, delivery and performance of this Agreement by
the Optionee and the consummation of the transactions contemplated hereby, will
not (x) require the consent, waiver, approval, or authorization of any
governmental authority or any other person or entity; or (y) violate, conflict
with, result in a breach of or the acceleration of any obligation under, or
constitute a default (or an event which with notice or the lapse of time or both
would become a default) under, or give to others any right of termination,
amendment, acceleration or cancellation of, or result in the creation of a lien
or other encumbrance on any property or asset of the Optionee pursuant to any
provision of any indenture, mortgage, lien, lease, agreement, contract,
instrument, order, judgment, ordinance, regulation or decree to which the
Optionee is subject or by which the Optionee or any of the Optionee's property
or assets is bound.

      3. Modification of Terms. The Company and the Optionee hereby agree to
amend each Option Agreement to provide that (i) the Exercise Price of each
Option beneficially owned by Optionee shall be increased by Two and 26/100ths
Dollars ($2.26); and (ii) notwithstanding any provision to the contrary
contained in any Option Agreement neither the Offer nor the subsequent
reorganization shall cause the accelerated vesting of any such Option.

      4. Options in Buyer. The Company covenants that as a result of the Offer
and the subsequent reorganization of the Company, the Options shall be converted
into options (each, a "Buyer Option") to acquire, on the same terms and
conditions as are currently applicable under such Option, that number of Buyer
Common Shares determined by multiplying the number of Company Common Shares
subject to such Option by the Exchange Ratio, with any fractional shares of
Buyer Common Shares resulting from such calculation being rounded down to the
nearest whole share, at a price per share (rounded up to the nearest whole cent)
equal to (x) the aggregate exercise price for the Company Common Shares covered
by such Option (as adjusted pursuant to this Agreement) divided by (y) the
number of full Buyer Common Shares covered by such Buyer Option in accordance
with the foregoing.

      5. Transferee of Options to be Bound by this Agreement. The Optionee
hereby agrees that, at all times during the period from the date of this
Agreement until the Termination Date, the Optionee shall not cause or permit any
Transfer of any of the Options to be effected, or discuss, negotiate or make any
offer regarding any Transfer of any of the Options, unless each person to


                                       2

which any such Options, or any interest therein, is or may be Transferred shall
have (i) executed a counterpart of this Agreement; and (ii) agreed in writing to
hold such Options, or such interest therein, subject to all of the terms and
conditions set forth in this Agreement.

      6. Certain Events. In the event of any stock split, stock dividend,
merger, reorganization, recapitalization or other change in the capital
structure of the Company affecting the Options or other securities or rights of
the Company by any Optionee, the number of Options shall be adjusted
appropriately, and this Agreement and the rights and obligations hereunder shall
attach to any additional Options or other securities or rights of the Company
issued to or acquired by the Optionee.

      7. Further Assurances. The Optionee hereby covenants and agrees to, upon
the request of the Buyer, execute and deliver any additional documents and take
such further actions as may be deemed by the Buyer to be necessary or desirable
to carry out the provisions of this Agreement.

      8. Termination. Except as otherwise provided in this Agreement, this
Agreement, and all rights and obligations of the parties hereunder, shall
terminate and have no further force or effect immediately upon the Termination
Date; provided, however, that Sections 9 and 10 shall survive any termination of
this Agreement.

      9. Expenses. All fees and expenses incurred by any one party hereto shall
be borne by the party incurring such fees and expenses; provided, however, that
if the Company institutes any action against the Optionee to enforce the terms
of this Agreement, the Optionee shall pay reasonable costs and expenses,
including, without limitation, reasonable attorneys' fees and costs, incurred by
the Company in connection with such action, provided that the Company is
successful in its action against the Optionee.

      10. Miscellaneous.

            (a) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, then the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

            (b) Binding Effect and Assignment. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but, except as
otherwise specifically provided herein, neither this Agreement nor any of the
rights, interests or obligations of the parties hereto may be assigned by either
of the parties without prior written consent of the other.

            (c) Amendments and Modification. This Agreement may not be modified,
amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.

            (d) Specific Performance; Injunctive Relief. The parties hereto
acknowledge that the Buyer shall be irreparably harmed and that there shall be
no adequate remedy at law for a violation of any of the covenants or agreements
of Optionee set forth herein. Therefore, it is agreed that, in addition to any
other remedies that may be available to the Buyer upon any such violation,


                                       3

the Buyer shall have the right to enforce such covenants and agreements by
specific performance, injunctive relief or by any other means available to the
Buyer at law or in equity.

            (e) Third Party Beneficiary. Buyer shall have the rights of a third
party beneficiary of this Agreement.

            (f) Notices. All notices and other communications pursuant to this
Agreement shall be in writing and deemed to be sufficient if contained in a
written instrument and shall be deemed given if delivered personally,
telecopied, sent by nationally-recognized overnight courier or mailed by
registered or certified mail (return receipt requested), postage prepaid, to the
parties at the following address (or at such other address for a party as shall
be specified by like notice):

      If to the Company:   Micro General Corporation
                           2510 N. Red Hill Avenue, Suite 230
                           Santa Ana, CA  92705
                           Attention: General Counsel
                           Facsimile: (949) 477-6819

      With a copy to:      Fidelity National Information Solutions, Inc.
                           4050 Calle Real
                           Santa Barbara, California 93110
                           Attention: General Counsel
                           Facsimile: (949) 477-6819

      If to the Optionee:  To the address for notice set forth on the signature
                           page hereof.

            (g) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, without giving effect to
the conflicts of law principles thereof. The Optionee hereby irrevocably
consents to the exclusive jurisdiction and venue of any court within the State
of Delaware in connection with any matter based upon or arising out of this
Agreement of the matters contemplated herein, agrees that process may be served
upon the Optionee in any manner authorized by the laws of the State of Delaware
for such persons and waives any covenants not to assert or plead any objection
which the Optionee might otherwise have to such jurisdiction, venue and such
process.

            (h) Entire Agreement. This Agreement contains the entire
understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings between the parties with
respect to such subject matter.

            (i) Effect of Headings. The section headings are for convenience
only and shall not affect the construction or interpretation of this Agreement.

            (j) Counterparts. This Agreement may be executed by facsimile and in
several counterparts, each of which shall be an original, but all of which
together shall constitute one and the same agreement.

                           [Signature Page to Follow]


                                       4

      IN WITNESS WHEREOF, each of the Buyer and the Optionee have caused this
Agreement to be duly executed and delivered as of the date first written above.

                           MICRO GENERAL CORPORATION




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




                           OPTIONEE




                           ----------------------------------
                           Name:
                           Title:
                           Address:
                                     -----------------------------------

                                     -----------------------------------

                                     -----------------------------------
                                     Telephone:
                                     Facsimile No.:




                     [SIGNATURE PAGE TO AGREEMENT REGARDING
                        OUTSTANDING OPTIONS AND WARRANTS]


                                       5

                                   Schedule A

                                Option Agreements



Title of Option Agreement     Date of Option Agreement     No. of Options Issued
- --------------------------------------------------------------------------------
                                                     

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- --------------------------------------------------------------------------------

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                              TOTAL OPTIONS AND
                              WARRANTS:
                                                           ---------------------