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                                                                     Exhibit 2.1

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                          SECURITIES PURCHASE AGREEMENT

                                  BY AND AMONG

                        MEETING STREET PARTNERS II INC.,

                              RADIAN GUARANTY, INC.

                                       AND

                     MORTGAGE GUARANTY INSURANCE CORPORATION

                               As of June 15, 2005

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                               TABLE OF CONTENTS



                                                                                                                    Page
                                                                                                                    ----
                                                                                                                 
ARTICLE I                      CERTAIN DEFINITIONS .............................................................       1

         Section 1.1           Definitions .....................................................................       1

         Section 1.2           Interpretation; Headings ........................................................       3

ARTICLE II                     PURCHASE TRANSACTION ............................................................       4

         Section 2.1           Purchase Transaction ............................................................       4

         Section 2.2           Closing .........................................................................       4

         Section 2.3           Conditions of the Obligations of Purchaser at the Closing .......................       5

         Section 2.4           Conditions of the Obligations of MGIC at the Closing ............................       5

         Section 2.5           Conditions of the Obligations of Radian at the Closing ..........................       6

         Section 2.6           Supplemental Purchase Price .....................................................       6

         Section 2.7           Grant of Security Interest to Sellers ...........................................       6

         Section 2.8           Rights and Obligations Regarding Collateral .....................................       6

         Section 2.9           Events of Default ...............................................................       7

         Section 2.10          Remedies upon Default ...........................................................       7

         Section 2.11          Termination of Security Interest ................................................       7

ARTICLE III                    COVENANTS .......................................................................       8

         Section 3.1           Tax Matters .....................................................................       8

         Section 3.2           Governmental Approvals; Further Assurances ......................................       8

         Section 3.3           Confidentiality .................................................................       9

ARTICLE IV                     REPRESENTATIONS AND WARRANTIES OF THE SELLERS ...................................       9

         Section 4.1           Organization ....................................................................       9

         Section 4.2           Equity Interests and Related Matters ............................................       9

         Section 4.3           Authorization ...................................................................      10

         Section 4.4           Noncontravention ................................................................      10

ARTICLE V                      REPRESENTATIONS AND WARRANTIES OF PURCHASER .....................................      10

         Section 5.1           Organization ....................................................................      10

         Section 5.2           Authorization ...................................................................      10

         Section 5.3           Noncontravention ................................................................      10

         Section 5.4           Investment Representation .......................................................      11


                                       i


                               TABLE OF CONTENTS
                                  (continued)


                                                                                                                   
         Section 5.5           No General Voting Rights ........................................................      11

         Section 5.6           Member's Equity .................................................................      11

ARTICLE VI                     TERMINATION .....................................................................      11

         Section 6.1           Termination .....................................................................      11

         Section 6.2           Effect of Termination ...........................................................      11

ARTICLE VII                    MISCELLANEOUS ...................................................................      12

         Section 7.1           Fees and Expenses ...............................................................      12

         Section 7.2           Consent to Amendments ...........................................................      12

         Section 7.3           Successors and Assigns ..........................................................      12

         Section 7.4           Notices .........................................................................      12

         Section 7.5           Counterparts ....................................................................      13

         Section 7.6           Entire Agreement ................................................................      13

         Section 7.7           No Third-Party Beneficiaries ....................................................      13

         Section 7.8           Governing Law ...................................................................      13

         Section 7.9           Resolutions of Disputes .........................................................      13

         Section 7.10          Waiver of Jury Trial ............................................................      14

         Section 7.11          No Strict Construction ..........................................................      15


                                       ii


                          SECURITIES PURCHASE AGREEMENT

            THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and
entered into as of June 15, 2005, by and among Meeting Street Partners II, Inc.,
a Delaware corporation, ("MSII" or "Purchaser" ), Radian Guaranty, Inc., a
Pennsylvania corporation, and Mortgage Guaranty Insurance Corporation, a
Wisconsin corporation (each, a "Seller", and collectively, the "Sellers").

            WHEREAS, the Sellers own Percentage Interests in Sherman Financial
Group, LLC, a Delaware limited liability company (the "Sherman Financial");

            WHEREAS, Purchaser desires to purchase from the Sellers, and the
Sellers desire to sell to Purchaser, certain of Sellers' Percentage Interests in
Sherman Financial on the terms and conditions described herein;

            WHEREAS, in accordance with the Sherman Financial LLC Agreement (as
defined below), the Transferred Interests (as defined below) shall not entitle
Purchaser to a position on Sherman Financial's Board of Managers and shall not
entitle Purchaser to any voting rights with respect to Sherman Financial other
than those set forth in Section 9.8(d) and Section 10.1(b) of the Sherman
Financial LLC Agreement;

            NOW, THEREFORE, in consideration of the mutual covenants, agreements
and understandings contained herein and intending to be legally bound, the
Parties hereby agree as follows:

                                   ARTICLE I

                               CERTAIN DEFINITIONS

      Section 1.1 Definitions. As used in this Agreement, the following terms
have the following meanings.

            "Agreement" has the meaning set forth in the first paragraph.

            "Applications" has the meaning set forth in Section 3.2(b).

            "Business Day" means any day other than (a) Saturday or Sunday or
(b) a day on which commercial banks in New York, New York, are authorized or
required by applicable Law or executive order to close.

            "Closing" has the meaning set forth in Section 2.2.

            "Closing Date" has the meaning set forth in Section 2.2.

            "Code" means the Internal Revenue Code of 1986.

            "Collateral" has the meaning set forth in Section 2.7.



            "Defaulting Party" has the meaning set forth in Section 2.9(b).

            "Encumbrances" means any and all liens, charges, security interests,
options, claims, mortgages, pledges, proxies, voting trusts or agreements,
obligations, understandings or arrangements or other restrictions on title or
transfer of any nature whatsoever.

            "Event of Default" has the meaning set forth in Section 2.9(b).

            "Existing Operating Agreement" means Sherman Financial's Second
Amended and Restated Limited Liability Company Agreement dated March 12, 2001.

            "GAAP" means U.S. generally accepted accounting principles, applied
consistently.

            "Governmental Approvals" has the meaning set forth in Section
2.3(b).

            "Governmental Entity" means (i) any foreign, federal, state or local
government and (ii) any agency or instrumentality thereof, with authority to
regulate any operations of Sherman Financial or any of its Subsidiaries,
including banking, lending and credit collection operations.

            "Income Amount" has the meaning set forth in Section 3.1(b).

            "Interest" has the meaning set forth in the Existing Operating
Agreement, as of the date hereof, and in the Sherman Financial LLC Agreement, as
of and after its effective time.

            "Law" means any statute, law, ordinance, regulation, rule, code,
order, rule of common law or judgment enacted, promulgated, issued, enforced or
entered by any Governmental Entity.

            "Losses" means any and all actual losses, liabilities, damages,
judgments, settlements and expenses (including interest and penalties recovered
by a third party with respect thereto and reasonable attorneys' fees and
expenses).

            "Management Services Agreement" means that certain Management
Services Agreement, dated as June 15, 2005, between Sherman Financial and
Sherman Capital.

            "Member" has the meaning set forth in the Sherman Financial LLC
Agreement, as of and after its effective time.

            "MSII" has the meaning set forth in the introductory paragraph to
this Agreement.

            "MSII Stockholders Agreement" means that certain Stockholders
Agreement of MSII, dated as of the date hereof.

            "Party" or "Parties" means the Persons appearing on the signature
page of this Agreement.



            "Percentage Interest" has the meaning set forth in the Existing
Operating Agreement, as of the date hereof, and in the Sherman Financial LLC
Agreement, as of and after its effective time.

            "Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization and a Governmental Entity.

            "Preliminary Purchase Price" has the meaning set forth in Section
2.2(b).

            "Purchaser" has the meaning set forth in the first paragraph of this
Agreement.

            "Purchase Price" means the Preliminary Purchase Price plus the
Supplemental Purchase Price.

            "Purchase Transaction" has the meaning set forth in Section 2.1.

            "Representatives" means, with respect to any Person, such Person's
agents, representatives (including its employees, attorneys and consultants,
financial or otherwise) and affiliates.

            "Seller" or "Sellers" has the meaning set forth in the first
paragraph of this Agreement.

            "Sherman Capital" means Sherman Capital Markets LLC, a Delaware
limited liability company.

            "Sherman Financial" has the meaning set forth in the first recital
to this Agreement.

            "Sherman Financial LLC Agreement" means the Existing Operating
Agreement as amended on June 15, 2005.

            "Subsidiary" of any Person (the "parent") means any other Person
whose (a) securities having ordinary voting power to elect a majority of its
board of directors or managing or general partners (or other persons having
similar functions) or (b) other ownership interests (including trust,
partnership and limited liability company interests) ordinarily constituting a
majority interest in the capital, profits or cash flow of such Person, are at
the time, directly or indirectly, owned or controlled by such parent, or by one
or more other Subsidiaries of such parent, or by such parent and one or more of
its other Subsidiaries.

            "Supplemental Purchase Price" has the meaning set forth in Section
2.6.

            "Transaction Documents" means this Agreement, the Sherman Financial
LLC Agreement and the Management Services Agreement.

            "Transfer" has the meaning assigned to such term in the Sherman
Financial LLC Agreement.



            "Transferred Interests" has the meaning set forth in Section 2.1.

            "UCC" shall mean the Uniform Commercial Code in the State of New
York.

      Section 1.2 Interpretation; Headings. As used in this Agreement, unless
the context otherwise requires, (a) "including" means "including, without
limitation" and (b) words in the singular include the plural and words in the
plural include the singular. A reference to any Party to this Agreement or any
other agreement or document shall include such Party's successors and permitted
assigns. A reference to any agreement or order shall include any amendment of
such agreement or order from time to time in accordance with the terms hereof
and thereof. A reference to any legislation, to any provision of any legislation
or to any regulation issued thereunder shall include any amendment to, and any
modification or re-enactment thereof, any legislative provision or regulation
substituted therefor and all regulations issued thereunder or pursuant thereto.
The headings contained in this Agreement are for convenience of reference only
and do not form a part of this Agreement. Section and Article references in this
Agreement refer to sections or articles of this Agreement unless otherwise
specified.

                                   ARTICLE II

                              PURCHASE TRANSACTION

      Section 2.1 Purchase Transaction. On the basis of the representations,
warranties, covenants and agreements set forth herein, Purchaser and each of the
Sellers agrees to and shall consummate at the Closing the following transaction
(the "Purchase Transaction"): each Seller shall sell to Purchaser a Percentage
Interest equal to 6.92% of the aggregate Interests in Sherman Financial
(collectively, the "Transferred Interests") free and clear of all Encumbrances,
except for any Encumbrance arising under the Securities Act of 1933, as amended,
or any applicable state securities laws or any Transaction Document upon payment
of the Preliminary Purchase Price in immediately available funds in the manner
set forth in Section 2.2 below; provided, however, that to the extent that there
exist any voting rights with respect to Sherman Financial inherent in the
Transferred Interests other than those set forth in Section 9.8(d) and Section
10.1(b) of the Sherman Financial LLC Agreement, such rights shall be retained by
the Sellers and shall not be transferred to Purchaser.

      Section 2.2 Closing. The closing of the Purchase Transaction (the
"Closing") shall take place at the New York offices of Cleary Gottlieb Steen &
Hamilton LLP, at 10:00 a.m., local time, on June 15, 2005, or, if the conditions
to Closing set forth in Sections 2.3, 2.4 and 2.5 have not been satisfied or
waived by the Party entitled to the benefit thereof on or prior to such date, on
the second Business Day following satisfaction or waiver of such condition, or
such other date and time as to which Purchaser and Sellers agree in writing. The
date and time of Closing is referred to herein as the "Closing Date." At the
Closing, the Parties shall consummate the transactions contemplated by this
Agreement in the following manner and in the following order:

      (a) Each Seller shall deliver to Purchaser the Transaction Documents
(other than this Agreement) duly executed by such Seller or Sherman Financial,
as the case may be.



      (b) Purchaser shall deliver to each Seller the preliminary purchase price
allocable to such Seller as set forth on Schedule 2.2 (the "Preliminary Purchase
Price") by wire transfer of immediately available funds to an account designated
by such Seller.

      (c) Purchaser shall become a Member of the Company in accordance with the
terms of the Sherman Financial LLC Agreement and, subject to Section 2.1 and
Section 5.5 of this Agreement, shall be entitled to all of the rights, and
subject to all of the obligations, of a Member as provided therein.

      (d) The Sellers shall cause Sherman Financial to record the transfer of
the Percentage Interests from each Seller to Purchaser pursuant to the Purchase
Transaction in the books and records of Sherman Financial.

      Section 2.3 Conditions of the Obligations of Purchaser at the Closing. The
obligation of Purchaser to consummate the transactions contemplated hereby at
the Closing is subject to the satisfaction as of the Closing of the following
conditions:

      (a) Representations and Warranties. The representations and warranties
contained in Article IV shall be true and correct in all material respects at
and as of the Closing with the same effect as if made at and as of such date.

      (b) Governmental Approvals. All necessary prior regulatory approvals of
Governmental Entities with respect to the Purchase Transaction ("Governmental
Approvals") shall have been received and shall be in effect, and all conditions
or requirements prescribed by Law or by any such Governmental Approvals
(including all waiting periods) shall have been satisfied.

      (c) Termination of Advisory Services Agreement. Sellers shall have caused
Sherman Financial to terminate the Advisory and Administrative Services
Agreement, dated as of January 1, 2005, between Sherman Financial and Sherman
Capital, with effect from the Closing Date.

      Section 2.4 Conditions of the Obligations of MGIC at the Closing. The
obligation of MGIC to consummate the transactions contemplated hereby at the
Closing is subject to the satisfaction as of the Closing of the following
conditions:

      (a) Representations and Warranties. The representations and warranties
contained in Article V shall be true and correct in all material respects at and
as of the Closing with the same effect as if made at and as of such date.

      (b) Governmental Approvals. All Governmental Approvals shall have been
received and shall be in effect, and all conditions or requirements prescribed
by Law or by any such Governmental Approvals (including all waiting periods)
shall have been satisfied.

      (c) MSII Stockholders Agreement. The MSII Stockholders Agreement shall
have been executed by the parties thereto and, as of the Closing, such agreement
shall be in full force and effect and shall not have been amended or modified,
and no material provision thereof shall have been waived.



      (d) Employment Agreements. Each of the Chief Executive Officer and
Director of Portfolio Valuation of Sherman Capital shall have executed an
employment agreement with Sherman Capital on terms reasonably satisfactory to
MGIC and, as of the Closing, each such agreement shall be in full force and
effect.

      Section 2.5 Conditions of the Obligations of Radian at the Closing. The
obligation of Radian to consummate the transactions contemplated hereby at the
Closing is subject to the satisfaction as of the Closing of the following
conditions:

      (a) Representations and Warranties. The representations and warranties
contained in Article V shall be true and correct in all material respects at and
as of the Closing with the same effect as if made at and as of such date.

      (b) Governmental Approvals. All Governmental Approvals shall have been
received and shall be in effect, and all conditions or requirements prescribed
by Law or by any such Governmental Approvals (including all waiting periods)
shall have been satisfied.

      (c) MSII Stockholders Agreement. The MSII Stockholders Agreement shall
have been executed by the parties thereto and, as of the Closing, such agreement
shall be in full force and effect and shall not have been amended or modified,
and no material provision thereof shall have been waived.

      (d) Employment Agreements. Each of the Chief Executive Officer and
Director of Portfolio Valuation of Sherman Capital shall have executed an
employment agreement with Sherman Capital on terms reasonably satisfactory to
Radian and, as of the Closing, each such agreement shall be in full force and
effect.

      Section 2.6 Supplemental Purchase Price. Following completion of the
Closing, Purchaser shall deliver to each Seller on or prior to the seventh day
following the Closing Date (or the next succeeding Business Day if such day is
not a Business Day) the supplemental purchase price allocable to such Seller as
set forth on Schedule 2.6 (the "Supplemental Purchase Price") by wire transfer
of immediately available funds to an account designated by such Seller.

      Section 2.7 Grant of Security Interest to Sellers. As security for the
timely performance of Purchaser's obligation to deliver the allocable share of
the Supplemental Purchase Price to each Seller, Purchaser grants to each Seller,
immediately upon Closing, a first priority security interest in all of
Purchaser's right, title and interest in, to and under the following (the
"Collateral"):

      (a) Such Seller's allocable share of the Transferred Interests;

      (b) all rights and privileges relating to the foregoing (including voting
rights); and

      (c) all proceeds (as such term is defined in the UCC) of any and all of
the foregoing.

      Section 2.8 Rights and Obligations Regarding Collateral. Unless and until
an Event of Default shall have occurred and be continuing, following Closing:



      (a) Purchaser shall be entitled to exercise any and all voting rights
and/or other consensual rights and powers inuring to an owner of the Collateral
or any part thereof for any purpose consistent with the terms of this Agreement;
and

      (b) Purchaser shall be entitled to receive and retain any and all
distributions made with respect to the Collateral; provided, however, that until
actually paid, all rights to such distributions shall remain subject to the
security interest of this Agreement.

      Section 2.9 Covenants Relating to Collateral; Events of Default.

      (a) Purchaser agrees as follows:

      (i) it will make no assignment, pledge, hypothecation or transfer of, or
create or permit to exist any security interest in or other lien on, the
Collateral, other than the security interest and lien granted under Section 2.7
and such other encumbrances or restrictions arising under the Sherman Financial
LLC Agreement and MSII Stockholders Agreement or Sherman Capital LLC Agreement;

      (ii) its exact legal name is as shown on the signature page of this
Agreement, and its corporate structure and jurisdiction of organization are as
shown in Section 4.1 hereof and its chief executive office and primary place of
business are located at the address specified in Section 7.4; and

      (iii) it will not change (i) its name, identity or corporate structure in
any manner (including by merger, consolidation, change in corporate form or
otherwise) or (ii) the location of its chief executive office, type of
organization or jurisdiction of organization or establish any trade names unless
it shall have given Sellers not less than 5 days' prior notice thereof in
writing and taken all actions necessary or advisable to maintain the continuous
validity, perfection and the same or better priority of Sellers' security
interests in the Collateral, intended to be granted and agreed to hereby.

      (b) An "Event of Default" will exist with respect to a Party (such Party,
the "Defaulting Party") if:

      (i) Purchaser fails to comply with or perform any agreement or obligation
set forth in Section 2.6 of this Agreement and such failure continues for 5 days
after notice of that failure is given to the Defaulting Party;

      (ii) Purchaser shall be adjudged bankrupt or insolvent by a court of
competent jurisdiction, or an order shall be made by a court of competent
jurisdiction for the appointment of a receiver, liquidator, or trustee of
Purchaser, or of all or substantially all of its property by reason of the
foregoing, or approving any petition filed against Purchaser for reorganization,
and such adjudication or order shall remain in force or unstayed for a period of
5 days; or

      (iii) Purchaser shall institute proceedings for voluntary bankruptcy or
shall file a petition seeking reorganization under the federal bankruptcy laws,
or for relief under any law for relief of debtors, or shall consent to the
appointment of a receiver for itself or for all or



substantially all of its property, or shall make a general assignment for the
benefit of its creditors, or shall admit in writing its inability to pay its
debts generally as they become due.

      Section 2.10 Remedies upon Default.

      (a) If any Event of Default shall have occurred and be continuing, subject
to the Sherman Financial LLC Agreement, each Seller shall each have all of the
rights and remedies with respect to the Collateral of a secured party under the
UCC (whether or not in effect in the jurisdiction where the rights and remedies
are asserted or sought to be exercised), and such additional rights and remedies
to which a secured party is entitled under the Laws in effect in any
jurisdiction where any rights and remedies hereunder may be asserted or sought
to be exercised. In addition, without being required to give any notice, except
as may be required by mandatory provisions of Law, subject to the Sherman
Financial LLC Agreement, upon the exercise of its rights and remedies hereunder,
each Seller shall have the right to hold the Collateral absolutely free from any
claim or right of whatsoever kind.

      (b) Upon the occurrence and during the continuance of an Event of Default:

      (i) All rights of Purchaser to exercise the voting and consensual rights
and powers it is entitled to exercise pursuant to Section 2.8(a) above shall
cease, and all such rights shall thereupon become vested in each Seller, which
shall have sole and exclusive right and authority to exercise such voting and
consensual rights and power; and

      (ii) All rights of Purchaser to distributions or other payments pursuant
to Section 2.8(b) above shall cease, and all such rights shall thereupon become
vested in each Seller, which shall have the sole and exclusive right and
authority to receive and retain such distributions or other payments. All
distributions or other payments received by Purchaser contrary to the provisions
of this paragraph (b)(ii) shall be held in trust for the benefit of the Sellers,
shall be segregated from other property or funds of Purchaser and shall be
forthwith delivered to each Seller upon demand in the same form as so received
(with any necessary endorsement). Any and all money and other property paid over
to or received by a Seller pursuant to this paragraph (b)(ii) shall be retained
by such Seller as additional Collateral hereunder and applied in accordance with
the provisions hereof.

      Section 2.11 Termination of Security Interest. This Agreement shall create
a continuing security interest in the Collateral and shall remain in full force
until the payment of the Supplemental Purchase Price as required herein.

                                   ARTICLE III

                                    COVENANTS

      Section 3.1 Tax Matters.

      (a) Following the Closing Date, the Parties will use their best efforts to
cause Sherman Financial to make an election under section 754 of the Code
effective for the taxable year ending December 31, 2005 (or any other taxable
year that includes the Closing Date).



      (b) Unless and until there is a change in Law after the date hereof
requiring a different result, the Parties agree that in preparing and filing
federal income tax returns and state or local tax returns that follow federal
principles (including returns of Sherman Financial), and in any Internal Revenue
Service audit, they will treat the transfer of Transferred Interests under this
Agreement: (i) as a sale of the Transferred Interests by the Sellers to
Purchaser at a price equal to the Purchase Price that transfers ownership of the
Transferred Interests to Purchaser, and (ii) as if, on the Closing Date
immediately following such sale, (x) Purchaser contributed cash to Sherman
Financial equal to the excess of the fair market value of the Transferred
Interests on the Closing Date over the Purchase Price (the "Income Amount"),
increasing its capital account to fair market value, and (y) Sherman Financial
then made a cash payment to Purchaser equal to the Income Amount, representing a
guaranteed payment within the meaning of section 707(c) of the Code for services
rendered by Purchaser to Sherman Financial, that is ordinary income to Purchaser
and an ordinary deduction to Sherman Financial that is allocated fifty percent
(50%) each to the Sellers.

      (c) Within thirty (30) days following the Closing Date, Purchaser shall
make a timely election under section 83(b) of the Code in respect of the
purchase of the Transferred Interests hereunder. Purchaser agrees to provide to
Sherman Financial on request evidence that Purchaser has included in its gross
income the amount described in Section 3.1(b) and that its stockholders have
included in their gross incomes their respective shares of such amount.
Purchaser shall indemnify, defend and hold harmless each Seller from and against
all Losses incurred by such Seller that arise out of Purchaser's failure to make
or maintain an election under section 83(b) in accordance with this Section
3.1(c) or to report gross income resulting from such election in its tax returns
as timely filed (with permitted extensions). Purchaser agrees to provide to each
Seller on request evidence that it has included in gross income amounts
resulting from such election in its tax returns as timely filed (with permitted
extensions).

      (d) The fair market value of the Transferred Interests for purposes of
Section 3.1(b) shall be the value of Sherman Financial set forth in Schedule
3.1(d), multiplied by the Percentage Interest represented by the Transferred
Interests.

      Section 3.2 Governmental Approvals; Further Assurances.

      (a) From and after the date hereof and until the Closing, each of the
Parties hereto shall (i) cooperate with the others and use its reasonable best
efforts in good faith and in a timely manner to take or cause to be taken as
promptly as practicable all such steps as shall be necessary to obtain all
Governmental Approvals and (ii) do any and all acts and things reasonably deemed
by such Party in good faith to be necessary or appropriate in order to cause the
transactions contemplated by this Agreement to be consummated on the terms and
subject to the conditions provided herein and therein as promptly as
practicable.

      (b) The Sellers agree to assist Purchaser and its shareholders in the
preparation and filing of all applications required to be submitted in order to
obtain the requisite Governmental Approvals ("Applications") to be filed by
Purchaser, including by furnishing Purchaser and its shareholders, to the extent
permitted by applicable Law, with all information as may be reasonably necessary
or advisable in connection with any Application.



      Section 3.3 Confidentiality. The Parties hereto agree to keep this
Agreement strictly confidential, and no Party shall, and the Parties shall cause
Sherman Financial not to, without the prior written consent of the other
Parties, disclose this Agreement or any of its terms to any Person (other than
its Representatives), except to the extent a Party is advised by its counsel
(who may be internal counsel) that such disclosure is required by law (in which
case, the provisions of the following sentence shall apply). Notwithstanding
anything in this Agreement to the contrary, in the event that a Party hereto is
advised by its counsel that such disclosure is required by law, it is agreed
that such Party or its Representative, as the case may be, (i) shall notify the
other Parties of such requirement as promptly as practicable, (ii) may, without
liability hereunder, disclose this Agreement in the manner it is advised is
required by law and (iii) will exercise its best efforts to have confidential
treatment accorded to any provision of this Agreement that a Party hereto
reasonably requests to have accorded such treatment if such requesting Party
takes primary responsibility for preparing and, to the extent permissible by
law, processing such request.

                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

            As a material inducement to Purchaser to enter into this Agreement
and purchase the Percentage Interests hereunder, each Seller hereby represents
and warrants to Purchaser, solely with respect to itself and not with respect to
the other Seller, as follows:

      Section 4.1 Organization. Such Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of its
incorporation.

      Section 4.2 Equity Interests and Related Matters. Each of such Seller's
Percentage Interests has been duly authorized and validly issued and is fully
paid. There are no statutory or contractual preemptive rights or rights of first
refusal or Encumbrances or other similar restrictions with respect to the
purchase and sale of such Seller's Percentage Interests hereunder (other than
those contained in the Existing Operating Agreement or in the other Transaction
Documents or any of the foregoing which have been terminated or otherwise
cancelled as of the Closing). Except for the Existing Operating Agreement, there
are no agreements or understandings between such Seller and any other Persons
with respect to the voting or transfer of Sherman Financial's Interests or with
respect to any other aspect of Sherman Financial's governance.

      Section 4.3 Authorization. The execution, delivery and performance of this
Agreement and all of the other Transaction Documents to which such Seller is a
party and the sale of the Percentage Interests hereunder by such Seller have
been duly authorized by such Seller. This Agreement and all other Transaction
Documents to which such Seller is a party, when executed and delivered by such
Seller in accordance with the terms thereof, shall each constitute a valid and
binding obligation of such Seller, enforceable against such Seller in accordance
with its terms.

      Section 4.4 Noncontravention. The execution and delivery by such Seller of
this Agreement and all other Transaction Documents to which such Seller is a
party, the sale of the



Percentage Interests hereunder and the fulfillment of and compliance with the
respective terms hereof and thereof by such Seller, do not (i) conflict with or
result in a material breach of the terms, conditions or provisions of, (ii)
constitute a material default under (whether with or without the passage of
time, the giving of notice or both), (iii) result in the creation of any
Encumbrance upon such Seller's Percentage Interests pursuant to, (iv) give any
third party the right to modify, terminate or accelerate any material obligation
under or (v) require that such Seller obtain or make any authorization, consent,
approval, exemption or other action by or notice or declaration to, or filing
with, any third party or any Governmental Entity pursuant to, any Law to which
such Seller is subject, the organizational documents of such Seller or any
material agreement, instrument, order, judgment or decree to which such Seller
is subject except as has not had and would not have a material adverse effect on
such Seller's ability to consummate the Purchase Transaction or perform its
obligations under this Agreement.

                                   ARTICLE V

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

            As a material inducement to the Sellers to enter into this Agreement
and consummate the transactions contemplated hereby Purchaser hereby represents
and warrants to the Sellers as follows:

      Section 5.1 Organization. Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of Delaware.

      Section 5.2 Authorization. The execution, delivery and performance of this
Agreement and all of the other Transaction Documents to which Purchaser is a
party and the purchase of the Percentage Interests that will constitute
Transferred Interests by Purchaser have been duly authorized by Purchaser. This
Agreement and all other Transaction Documents to which Purchaser is a party,
when executed and delivered by Purchaser in accordance with the terms thereof,
shall each constitute a valid and binding obligation of Purchaser, enforceable
in accordance with its terms.

      Section 5.3 Noncontravention. The execution and delivery by Purchaser of
this Agreement and all other Transaction Documents to which Purchaser is a
party, the purchase of the Percentage Interests hereunder, and the fulfillment
of and compliance with the respective terms hereof and thereof by Purchaser, do
not (i) conflict with or result in a breach of the terms, conditions or
provisions of, (ii) constitute a material default under (whether with or without
the passage of time, the giving of notice or both), (iii) give any third party
the right to modify, terminate or accelerate any material obligation under or
(iv) require that Purchaser obtain or make any authorization, consent, approval,
exemption or other action by or notice or declaration to, or filing with, any
third party or any Governmental Entity pursuant to, any Law to which Purchaser
is subject, the organizational documents of Purchaser or any material agreement,
instrument, order, judgment or decree to which Purchaser is subject, except as
has not had and would not have a material adverse effect on Purchaser's ability
to consummate the Purchase Transaction or perform its obligations under this
Agreement.



      Section 5.4 Investment Representation. Purchaser is purchasing the
Percentage Interests hereunder for its own account with the present intention of
holding the same for investment purposes and not with a view to or for sale in
connection with any public distribution thereof in violation of any federal or
state securities laws. Purchaser acknowledges that it is informed as to the
risks of the transactions contemplated hereby and of ownership of the Percentage
Interests. Purchaser acknowledges that the Transferred Interests have not been
registered under the Securities Act of 1933, as amended, or any state or foreign
securities laws and that the Transferred Interests may not be sold, transferred,
offered for sale, pledged, hypothecated or otherwise disposed of unless such
sale, transfer, offer, pledge, hypothecation or other disposition is (i)
pursuant to the terms of an effective registration statement under the
Securities Act of 1933, as amended, and the Transferred Interests are registered
under any applicable state or foreign securities laws or (ii) pursuant to an
exemption from registration under the Securities Act of 1933, as amended, and
any applicable state or foreign securities laws.

      Section 5.5 No General Voting Rights. Purchaser acknowledges that its
ownership of the Transferred Interests shall not entitle Purchaser to
representation on Sherman Financial's Board of Managers and shall not entitle
Purchaser to vote on any matter relating to Sherman Financial except as provided
in Section 9.8(d) and Section 10.1(b) of the Sherman Financial LLC Agreement.

      Section 5.6 Member's Equity. Sherman Financial's members equity, as
determined in accordance with GAAP, was as set forth on Schedule 5.6 as of April
30, 2005.

                                   ARTICLE VI

                                   TERMINATION

      Section 6.1 Termination. This Agreement may be terminated at any time
prior to the Closing by mutual written consent of the Sellers and Purchaser.

      Section 6.2 Effect of Termination. In the event of termination of this
Agreement by the Parties as provided above, this Agreement shall forthwith
become void and of no further force and effect, except that Article VII shall
survive such termination indefinitely, and such termination shall be deemed to
release any Party from any liability for any breach by such Party of this
Agreement prior to such termination other than willful breaches.

                                  ARTICLE VII

                                  MISCELLANEOUS

      Section 7.1 Fees and Expenses. All costs and expenses incurred in
connection with this Agreement and the other Transaction Documents and the
consummation of the Closing shall be paid by the Party incurring such expenses,
except that the fees and expenses of Cleary Gottlieb Steen & Hamilton LLP shall
be paid by Sherman Financial.

      Section 7.2 Consent to Amendments. This Agreement may be amended, or any
provision of this Agreement may be waived; provided that any such amendment or
waiver shall




be binding upon the Parties only if set forth in a writing duly signed by or on
behalf of the Parties.

      Section 7.3 Successors and Assigns. This Agreement and all of the
covenants and agreements contained herein and all of the rights, interests and
obligations hereunder, by or on behalf of any of the Parties hereto, shall bind
and inure to the benefit of the respective successors and assigns of the Parties
hereto whether so expressed or not. This Agreement shall not be assignable by
any Party without the consent of the other Parties, except that each of MGIC and
Radian may assign this Agreement in connection with a Transfer as permitted by
Section 9.1(c)(i) or (ii) of the Sherman Financial LLC Agreement.

      Section 7.4 Notices. Notices, requests, permissions, waivers, and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when received if delivered by hand, facsimile transmission or by
first class mail (registered, return receipt requested), properly addressed and
postage prepaid:

      If to Sellers:

         Radian Guaranty, Inc.
         1601 Market Street
         Philadelphia, PA  19103-2337
         Attention:      General Counsel
         Telephone No.:  (800) 523-1988, ext. 3388
         Fax No.:        (215) 405-9160]

         and

         Mortgage Guaranty Insurance Corporation
         MGIC Plaza, P.O. Box 488
         Milwaukee, Wisconsin  53201-0488
         Attention:      Chief Financial Officer
         With a copy to: General Counsel
         Telephone No.:  (800) 558-9900
         Fax No.:        (414) 347-6959 (General Counsel) / (414) 347-2655 (CFO)

      If to Purchaser:

         Meeting Street Partners II, Inc.
         5348 Vegas Drive
         Las Vegas, Nevada 89108
         Attention:      Secretary
         Telephone No.:  (702) 387-7514
         Telecopier No.: (702) 387-7517



      Section 7.5 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.

      Section 7.6 Entire Agreement. This Agreement and the agreements and
documents referred to herein contain the entire agreement and understanding
between the Parties with respect to the subject matter hereof and supersede all
prior agreements and understandings, whether written or oral, relating to such
subject matter in any way.

      Section 7.7 No Third-Party Beneficiaries. This Agreement is for the sole
benefit of the Parties and nothing herein expressed or implied shall give or be
construed to give any Person, other than the Parties, any legal or equitable
rights hereunder.

      Section 7.8 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD REQUIRE THE APPLICATION OF THE
LAWS OF ANY OTHER JURISDICTION.

      Section 7.9 Resolutions of Disputes.

      (a) Generally. Unless prohibited by applicable Law, the Parties agree that
any dispute, controversy or claim arising out of or relating to this Agreement
or the performance by the Parties of its terms shall be settled by binding
arbitration held in the Borough of Manhattan, City of New York, State of New
York in accordance with the Commercial Arbitration Rules of the American
Arbitration Association then in effect, except as specifically otherwise
provided in this Section 7.9. Notwithstanding the foregoing, to the extent the
arbitrator(s) does not possess the power to subpoena witnesses necessary to the
resolution of a dispute, controversy or claim brought hereunder which a court of
competent jurisdiction would possess, such dispute, controversy or claim shall
not be subject to the terms of this Section 7.9 and shall instead be subject to
resolution in such court. If the Parties to the Sherman Financial LLC Agreement
are engaged in or submit a matter to arbitration with respect to or related to
the same subject matter as a matter which is to be submitted to arbitration
pursuant to this Agreement, such arbitrations shall be jointly conducted.

      (b) Arbitrators. If the matter in controversy (exclusive of attorney fees
and expenses) shall appear, as at the time of the demand for arbitration, to
exceed $500,000, then the panel to be appointed shall consist of three neutral
arbitrators; otherwise, one neutral arbitrator. No arbitrator shall be a current
or former officer, manager, director or employee of MSII, MGIC, Radian, Meeting
Street Partners Inc., a Delaware corporation, Sherman Capital or any Member.

      (c) Procedures: No Appeal. The arbitrator(s) shall allow such discovery as
the arbitrator(s) determines appropriate under the circumstances and shall
resolve the dispute as expeditiously as practicable, and if reasonably
practicable, within 120 days after the selection of the arbitrator(s). The
arbitrator(s) shall give the Parties written notice of the decision, with the
reasons therefor set out, and shall have 30 days thereafter to reconsider and
modify such decision if any Party so requests within 10 days after the decision.
Thereafter, the decision of the arbitrator(s) shall be final, binding, and
nonappealable with respect to all persons, including



(without limitation) persons who have failed or refused to participate in the
arbitration process, except to the extent such decision shall be premised upon
an erroneous application of or shall be contrary to applicable Law. In making
any decision, the arbitrator(s) is instructed to preserve, as nearly as
possible, to the extent compatible with applicable Law, the original business
and economic intent of the Parties embodied in this Agreement.

      (d) Authority. The arbitrator(s) shall have authority to award relief
under legal or equitable principles, including interim or preliminary relief,
and to allocate responsibility for the costs of the arbitration and to award
recovery of attorneys fees and expenses in such manner as is determined to be
appropriate by the arbitrator(s).

      (e) Entry of Judgment. Judgment upon the award rendered by the
arbitrator(s) may be entered in any court having in personam and subject matter
jurisdiction. MSII, MGIC and Radian each hereby submit to the in personam
jurisdiction of the federal and state courts in the Southern District of New
York, and in the borough of Manhattan for the purpose of confirming any such
award and entering judgment thereon.

      (f) Confidentiality. All proceedings under this Article VII, and all
evidence given or discovered pursuant hereto, shall be maintained in confidence
by all Parties and by the arbitrators.

      (g) Continued Performance. The fact that the dispute resolution procedures
specified in this Article VII shall have been or may be invoked shall not excuse
any Party from performing its obligations under this Agreement and during the
pendency of any such procedure all Parties shall continue to perform their
respective obligations in good faith.

      (h) Tolling. All applicable statutes of limitation shall be tolled while
the procedures specified in this Article VII are pending. The Parties will take
such action, if any, required to effectuate such tolling.

      Section 7.10 Waiver of Jury Trial. WITHOUT LIMITING SECTION 7.9, AND ONLY
TO THE EXTENT THAT ANY PROVISION OF SECTION 7.9 IS HELD BY A COURT OF COMPETENT
JURISDICTION NOT TO BE ENFORCEABLE, EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
AND FOR ANY COUNTERCLAIM THEREIN TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW.

      Section 7.11 No Strict Construction. The Parties have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties, and no presumption or burden of proof
shall arise favoring or disfavoring any Party by virtue of the authorship of any
of the provisions of this Agreement.

                                    * * * * *



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

                                    RADIAN GUARANTY, INC.

                                    By:       /s/ Robert Quint
                                       -----------------------------------------
                                       Name:   Robert Quint
                                       Title:  Executive Vice President and
                                       Chief Financial Officer

                                    MORTGAGE GUARANTY INSURANCE CORPORATION

                                    By:       /s/ J. Michael Lauer
                                       -----------------------------------------
                                       Name:   J. Michael Lauer
                                       Title:  Executive Vice President and
                                       Chief Executive Officer

                                    MEETING STREET PARTNERS II, INC.

                                    By:       /s/ Les Gutierrez
                                       -----------------------------------------
                                       Name:   Les Gutierrez
                                       Title:  Authorized Representative

                                       16

                                                                     Exhibit 2.2

                              CALL OPTION AGREEMENT

            THIS CALL OPTION AGREEMENT (this "Agreement") is made and entered
into as of June 15, 2005 by and among Sherman Capital, L.L.C., a Delaware
limited liability company ("Sherman Capital"), Mortgage Guaranty Insurance
Corporation, a Wisconsin corporation ("MGIC") and Radian Guaranty, Inc., a
Pennsylvania corporation ("Radian").

            WHEREAS, MGIC and Radian own Percentage Interests in Sherman
Financial Group LLC ("Sherman Financial") and may each desire to increase their
equity interests in Sherman Financial; and

            WHEREAS, Sherman Capital is willing to sell to MGIC and Radian, and
MGIC and Radian are willing to purchase from Sherman Capital, an option to
purchase all or a portion of certain Percentage Interests currently owned by
Sherman Capital up to an aggregate amount equal to 13.84% of the aggregate
Percentage Interests, on the terms and conditions set forth herein;

            NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:

            Section 1. Grant of Option.

            (a) Sherman Capital hereby grants to MGIC an irrevocable option (the
"MGIC Option"), on the terms set forth in Section 2 below, to require Sherman
Capital to sell to MGIC on the Exercise Date the Final Option Amount with
respect to MGIC in consideration of the payment by MGIC to Sherman Capital of
the Settlement Price.

            (b) Sherman Capital hereby grants to Radian an irrevocable option
(the "Radian Option"), subject to Section 2 below, to require Sherman Capital to
sell to Radian on the Exercise Date the Final Option Amount with respect to
Radian in consideration of the payment by Radian to Sherman Capital of the
Settlement Price.

            (c) In consideration of Sherman Capital's granting of the Options
hereunder, each of MGIC and Radian shall each, simultaneously with the execution
of this Agreement, pay to Sherman Capital an amount equal to $1 million (the
"Option Premium") in immediately available funds to the account specified in
writing by Sherman Capital.

            (d) Subject to Section 2(a), each of the MGIC Option and the Radian
Option shall expire immediately following the exercise thereof or, if
unexercised, shall expire as of the close of business on the Exercise Date.

            (e) Definitions.

            "Business Day" means any day other than (a) Saturday or Sunday or
(b) a day on which commercial banks in New York, New York, are authorized or
required by applicable Law or executive order to close.



            "Collateral" has the meaning set forth in Section 3(b).

            "Defaulting Party" has the meaning set forth in Section 3(f).

            "Delaying Event" has the meaning set forth in Section 2(a)(i).

            "Event of Default" has the meaning set forth in Section 3(f).

            "Exercise Date" has the meaning set forth in Section 2(a)(i).

            "Final Option Amount" means (i) with respect to MGIC, the MGIC
Option Amount plus, if MGIC has elected to purchase the Radian Option Amount in
accordance with Section 2(a)(ii), the Radian Option Amount and (ii) with respect
to Radian, the Radian Option Amount plus, if Radian has elected to purchase the
MGIC Option Amount in accordance with Section 2(a)(ii), the MGIC Option Amount.

            "Governmental Entity" means (i) any foreign, federal, state or local
government and (ii) any agency or instrumentality thereof, with authority to
regulate any operations of the Sherman Capital or any of its Subsidiaries,
including banking, lending and credit collection operations.

            "Law" means any statute, law, ordinance, regulation, rule, code,
order, rule of common law or judgment enacted, promulgated, issued, enforced or
entered by any Governmental Entity.

            "Manager" has the meaning assigned to such term in the Sherman
Financial LLC Agreement.

            "MGIC" has the meaning set forth in the introductory paragraph to
this Agreement.

            "MGIC Collateral" has the meaning set forth in Section 3(a).

            "MGIC Option Amount" means Percentage Interests currently owned by
Sherman Capital equal in the aggregate to 6.92% of the aggregate Percentage
Interests of Sherman Financial, but excluding all Percentage Interests included
in the Radian Option Amount.

            "MSI Stockholders Agreement" means that certain Stockholders
Agreement of Meeting Street Partners Inc., dated as of the date hereof.

            "Option" means either the Radian Option or the MGIC Option, as the
case may be.

            "Option Amount" means either the MGIC Option Amount or the Radian
Option Amount, as the case may be.

            "Optionholder" means either MGIC or Radian, as the case may be.

                                       2


            "Party" or "Parties" means the persons appearing on the signature
page to this Agreement.

            "Percentage Interests" has the meaning assigned to such term in the
Sherman Financial LLC Agreement.

            "Radian" has the meaning set forth in the introductory paragraph to
this Agreement.

            "Radian Collateral" has the meaning set forth in Section 3(b).

            "Radian Option Amount" means Percentage Interests currently owned by
Sherman Capital equal in the aggregate to 6.92% of the aggregate Percentage
Interests of Sherman Financial, but excluding all Percentage Interests included
in the MGIC Option Amount.

            "Representatives" means, with respect to any Party, such Party's
agents, representatives (including its employees, attorneys and consultants,
financial or otherwise) and affiliates.

            "Settlement Price" means, with respect to each Optionholder, an
amount equal to the Final Option Amount with respect to such Optionholder
multiplied by the Sherman Financial Enterprise Value.

            "Sherman Capital LLC Agreement" means that certain Limited Liability
Company Agreement of Sherman Capital, dated as of the date hereof.

            "Sherman Financial" has the meaning set forth in the recitals to
this Agreement.

            "Sherman Financial Enterprise Value" has the meaning set forth on
Schedule 1.

            "Sherman Financial LLC Agreement" means the Third Amended and
Restated Limited Liability Company Agreement of Sherman Financial, dated as of
June 1, 2005.

            "UCC" shall mean the Uniform Commercial Code in the State of New
York.

            All other capitalized terms used herein without definition shall
have the respective meanings ascribed to them in the Sherman Financial LLC
Agreement.

            As used in this Agreement, unless the context otherwise requires,
words in the singular include the plural and words in the plural include the
singular. A reference to any Party to this Agreement or any other agreement or
document shall include such Party's successors and permitted assigns. A
reference to any agreement or order shall include any amendment of such
agreement or order from time to time in accordance with the terms herewith and
therewith. A reference to any legislation, to any provision of any legislation
or to any regulation issued thereunder shall include any amendment to, and any
modification or re-enactment thereof, any legislative provision or regulation
substituted therefor and all regulations issued thereunder or pursuant thereto.
The headings contained in this Agreement are for convenience and reference

                                       3


only and do not form a part of this Agreement. Section references in this
Agreement refer to sections of this Agreement unless otherwise specified.

            Section 2. Exercise of Option.

            (a) Exercise of Option.

            (i) Each Optionholder shall each have the right, but not the
      obligation, to exercise its Option at 10:00 A.M., New York City time on
      July 7, 2006 or, if such day is not a Business Day, on the next succeeding
      Business Day (the "Exercise Date"), by paying to Sherman Capital the
      Settlement Price in accordance with the following procedures and
      limitations. Each Optionholder shall give written notice to Sherman
      Capital and the other Optionholder during a period beginning on the first
      Business Day following the first anniversary of the signing of this
      Agreement (which signing occurred June 24, 2005) and ending on the fourth
      Business Day following such anniversary (but in no event prior to the
      beginning of such period) indicating whether it will purchase the Option
      Amount pursuant to its Option. Any such notice shall become irrevocable at
      the end of such fourth Business Day. If no notice is received from an
      Optionholder by Sherman Capital during such period, Sherman Capital shall
      so notify such Optionholder and the other Optionholder and for two (2)
      Business Days after such notice is received, an Optionholder who had not
      given notice may give notice as provided above. An Optionholder's failure
      to notify Sherman Capital that it will purchase the Option Amount in
      accordance with this Section 2(a) shall be deemed to be an irrevocable
      election by such Optionholder not to exercise its Option. Notwithstanding
      the foregoing, an Optionholder's failure to notify Sherman Capital that it
      will purchase the Option Amount in accordance with this Section 2(a) or to
      deliver the Settlement Price on July 7, 2006 shall not be deemed an
      irrevocable election not to exercise its Option to the extent (i) such
      failure is the result of any outbreak or escalation of hostilities,
      declaration by the United States of a national emergency or war, or other
      calamity or crisis the effect of which is such as to pose extreme
      difficulty for the Optionholder to timely deliver such notice or exercise
      its Option on the Exercise Date or a circumstance in which the Chief
      Financial Officer, the Treasurer and the General Counsel of an
      Optionholder are disabled during a period that includes the first
      anniversary of the signing of this Agreement and ending on the fourth
      Business Day thereafter (each a "Delaying Event") and such Optionholder
      delivers the Settlement Price as soon as practicable, but in no event
      later than five (5) Business Days, following the later of the onset of the
      Delaying Event or the availability of communication systems sufficient to
      permit the delivery of such notice or (ii) (A) such failure is a result of
      a failure by the Federal Reserve Wire System to deliver the Settlement
      Price, (B) such Optionholder delivered the appropriate wire instructions
      in a timely manner to effect the transfer of the Settlement Price to
      Sherman Capital through the Federal Reserve Wire System prior to the
      Exercise Date and (C) Sherman Capital receives the Settlement Price from
      such Optionholder no later than five(5) Business Days after July 7, 2006.

            (ii) (A) If MGIC fails to give notice to Sherman Capital that it
      will purchase the MGIC Option Amount or elects not to exercise its Option
      and Radian has elected to purchase the Radian Option Amount, Sherman
      Capital shall notify Radian of such failure

                                       4


      or election on or prior to two (2) Business Days prior to July 7, 2006,
      and Radian shall be entitled pursuant to its Option to purchase the MGIC
      Option Amount in addition to the Radian Option Amount by delivering notice
      to Sherman Capital to that effect on or prior to one (1) Business Day
      prior to July 7, 2006. (B) If Radian fails to give notice to Sherman
      Capital that it will purchase the Radian Option Amount or elects not to
      exercise its Option and MGIC has elected to purchase the MGIC Option
      Amount, Sherman Capital shall notify MGIC of such failure or election on
      or prior to two (2) Business Days prior to July 7, 2006, and MGIC shall be
      entitled pursuant to its Option to purchase the Radian Option Amount in
      addition to the MGIC Option Amount by delivering written notice to Sherman
      Capital to that effect on or prior to one (1) Business Day prior to July
      7, 2006.

            (iii) Unless otherwise agreed by the parties and except as provided
      in the final sentence of Section 2(a)(i), each Optionholder exercising its
      Option shall make payment on July 7, 2006 of its Settlement Price in
      immediately available funds to the account specified in writing to such
      Optionholder by Sherman Capital.

            (b) Actions Following Exercise. Upon payment of the Settlement
Price, Sherman Capital, MGIC and Radian shall take all such action as may be
necessary under the Sherman Financial LLC Agreement to reflect the transactions
consummated pursuant to this Agreement on the books and records of Sherman
Financial. At the reasonable request of any other Party hereto and without
further consideration, each Party hereto shall execute and deliver such
additional documents and take such further action as may be necessary or
appropriate under all applicable Laws to consummate and make effective, in the
most expeditious manner practicable, the exercise of the Options and the
transfer of the Percentage Interests purchased by MGIC and/or Radian hereunder.

            Section 3. Grant of Security Interest.

            (a) Grant of Security Interest to MGIC. As security for the timely
performance of Sherman Capital's obligation to deliver the Final Option Amount
with respect to MGIC to MGIC upon payment of the relevant Settlement Price
pursuant to this Agreement, Sherman Capital hereby grants to MGIC a first
priority security interest in all of Sherman Capital's right, title and
interest, whether now or hereafter acquired, in, to and under the following (the
"MGIC Collateral"):

            (i) the Final Option Amount with respect to MGIC;

            (ii) all rights and privileges relating to the foregoing (including,
      without limitation, voting rights); and

            (iii) all proceeds (as such term is defined in the UCC) of any and
      all of the foregoing.

            (b) Grant of Security Interest to Radian. As security for the timely
performance of Sherman Capital's obligation to deliver the Final Option Amount
with respect to Radian to Radian upon payment of the relevant Settlement Price
pursuant to this Agreement, Sherman Capital hereby grants to Radian a first
priority security interest in all of Sherman Capital's right,

                                       5


title and interest, whether now or hereafter acquired, in, to and under the
following (the "Radian Collateral" and, together with the MGIC Collateral, the
"Collateral"):

            (i) the Final Option Amount with respect to Radian;

            (ii) all rights and privileges relating to the foregoing (including,
      without limitation, voting rights); and

            (iii) all proceeds (as such term is defined in the UCC) of any and
      all of the foregoing.

            (c) Transfer of Security Interest. In the event that MGIC becomes
entitled to purchase the Radian Option Amount pursuant to Section 2(a)(ii)(B),
the security interest granted to Radian pursuant to Section 3(b) with respect to
the Radian Collateral shall be released from the grant pursuant to Section 3(b).
In the event that Radian becomes entitled to purchase the MGIC Option Amount
pursuant to Section 2(a)(ii)(A), the security interest granted to MGIC pursuant
to Section 3(a) with respect to the MGIC Collateral shall be released from the
grant pursuant to Section 3(a).

            (d) Rights and Obligations Regarding Collateral.

            (i) Sherman Capital agrees promptly to deliver or cause to be
      delivered to MGIC and Radian any certificate or certificates and any other
      instruments and documents evidencing the MGIC Collateral, in the case of
      MGIC, and the Radian Collateral, in the case of Radian, that come into
      existence from time to time after the date hereof.

            (ii) Sherman Capital will, at its expense, execute, endorse,
      acknowledge and deliver to MGIC and Radian, all such financing and
      continuation statements, certificates, legal opinions, instruments and
      other documents and take all such action, and do or cause to be done all
      such other things, as MGIC or Radian may, from time to time, deem
      necessary or advisable, or may reasonably request, in order to give full
      effect to this Section 3 and to protect and enforce the rights intended to
      be granted to MGIC and Radian hereunder.

            (iii) Unless and until an Event of Default shall have occurred and
      be continuing:

         (1) Sherman Capital shall be entitled to exercise any and all voting
            rights and/or other consensual rights and powers inuring to an owner
            of the Collateral or any part thereof for any purpose consistent
            with the terms of this Agreement;

         (2) Sherman Capital shall be entitled to receive and retain any and all
            distributions made with respect to the Collateral; provided,
            however, that until actually paid, all rights to such distributions
            shall remain subject to the security interest of this Agreement; and

         (3) MGIC and Radian shall execute and deliver to Sherman Capital, or
            cause to be executed and delivered to Sherman Capital, all such
            proxies, powers of attorney and other instruments as Sherman Capital
            may reasonably request for the purpose

                                       6


            of enabling Sherman Capital to exercise the voting and/or consensual
            rights and powers it is entitled to exercise pursuant to paragraph
            (iii)(1) above and to receive the distributions it is entitled to
            receive pursuant to paragraph (iii)(2) above, as soon as reasonably
            practicable after receipt of a written request from Sherman Capital
            together with a certificate by Sherman Capital's principal financial
            officer stating that no Event of Default has occurred and is
            continuing.

            (e) Representations, Warranties and Covenants. Sherman Capital
hereby represents, warrants and covenants, as to itself and the Collateral
pledged by it hereunder, to MGIC and Radian (which representations, warranties
and covenants will be deemed to be repeated as of the Exercise Date) that:

            (i) on the date of this Agreement, the Collateral is not evidenced
      by any certificate or certificates or other instruments or documents;

            (ii) it has the power and right to grant a security interest in and
      lien on the Collateral and has taken all necessary actions to authorize
      the granting of that security interest and lien;

            (iii) it is the sole owner of the Collateral free and clear of any
      security interest, lien, encumbrance or other restrictions other than the
      security interest and lien granted under Section 3 and such other
      encumbrances or restrictions arising under the Sherman Financial LLC
      Agreement, MSI Stockholders Agreement or Sherman Capital LLC Agreement;

            (iv) it will make no assignment, pledge, hypothecation or transfer
      of, or create or permit to exist any security interest in or other lien
      on, the Collateral, other than the security interest and lien granted
      under Section 3 hereof and such other encumbrances or restrictions arising
      under the Sherman Financial LLC Agreement, MSI Stockholders Agreement or
      Sherman Capital LLC Agreement;

            (v) upon the filing of a UCC financing statement naming Sherman
      Capital as debtor and MGIC as secured party and a description of the MGIC
      Collateral in the office of the Secretary of State of the State of
      Delaware, MGIC will have a valid and perfected first priority security
      interest therein;

            (vi) upon the filing of a UCC financing statement naming Sherman
      Capital as debtor and Radian as secured party and a description of the
      Radian Collateral in the office of the Secretary of State of the State of
      Delaware, Radian will have a valid and perfected first priority security
      interest therein;

            (vii) the performance by it of its obligations under this Agreement
      will not result in the creation of any security interest, lien or other
      encumbrance on the Collateral other than the security interest and lien
      granted under Section 3;

            (viii) its exact legal name, corporate structure and jurisdiction of
      organization are as shown in Section 4(i) hereof and its chief executive
      office and primary place of business are located at the address specified
      in Section 4(i); and

                                       7


            (ix) it will not change (i) its name, identity or corporate
      structure in any manner (including, without limitation, by merger,
      consolidation, change in corporate form or otherwise) or (ii) the location
      of its chief executive office, type of organization or jurisdiction of
      organization or establish any trade names unless it shall have given MGIC
      and Radian not less than 30 days' prior notice thereof in writing and
      taken all actions necessary or advisable to maintain the continuous
      validity, perfection and the same or better priority of MGIC's and
      Radian's security interests in the MGIC Collateral and Radian Collateral,
      respectively, intended to be granted and agreed to hereby.

            (f) Events of Default. Each of the following constitutes an event of
default hereunder (an "Event of Default"). An Event of Default will exist with
respect to a Party (such Party, the "Defaulting Party") if:

            (i) any representation or warranty made by a Party in this Agreement
      proves to have been incorrect or misleading in any material respect when
      made;

            (ii) that Party fails to comply with or perform any agreement or
      obligation set forth in this Agreement and that continues for 30 days
      after notice of that failure is given to that Party.

            (g) Remedies upon Default.

            (i) If any Event of Default shall have occurred and be continuing,
      subject to the Sherman Financial LLC Agreement, MGIC and Radian shall each
      have all of the rights and remedies with respect to the MGIC Collateral
      and Radian Collateral, respectively, of a secured party under the UCC
      (whether or not in effect in the jurisdiction where the rights and
      remedies are asserted or sought to be exercised), and such additional
      rights and remedies to which a secured party is entitled under the Laws in
      effect in any jurisdiction where any rights and remedies hereunder may be
      asserted or sought to be exercised. In addition, without being required to
      give any notice, except as may be required by mandatory provisions of Law,
      subject to the Sherman Financial LLC Agreement, upon the exercise of its
      rights and remedies hereunder, MGIC shall have the right to hold the MGIC
      Collateral and Radian shall have the right to hold the Radian Collateral
      absolutely free from any claim or right of whatsoever kind.

            (ii) Upon the occurrence and during the continuance of an Event of
      Default:

         (1) All rights of Sherman Capital to exercise the voting and consensual
            rights and powers it is entitled to exercise pursuant to Section
            3(d)(iii)(1) above, and the obligations of MGIC and Radian under
            paragraph 3(d)(iii)(3) above, shall cease, and all such rights shall
            thereupon become vested in MGIC and Radian, which shall have sole
            and exclusive right and authority to exercise such voting and
            consensual rights and power; and

         (2) All rights of Sherman Capital to distributions or other payments
            pursuant to Section 3(d)(iii)(2) above shall cease, and all such
            rights shall thereupon become vested in MGIC and Radian, which shall
            have the sole and exclusive right and authority to receive and
            retain such distributions or other payments. All

                                       8


            distributions or other payments received by Sherman Capital contrary
            to the provisions of this paragraph (g)(ii)(2) shall be held in
            trust for the benefit of MGIC and Radian, shall be segregated from
            other property or funds of Sherman Capital and shall be forthwith
            delivered to MGIC and Radian upon demand in the same form as so
            received (with any necessary endorsement). Any and all money and
            other property paid over to or received by MGIC and Radian pursuant
            to this paragraph (g)(ii)(2) shall be retained by MGIC and Radian as
            additional Collateral hereunder and applied in accordance with the
            provisions hereof.

            (h) Termination. This Agreement shall create a continuing security
interest in the MGIC Collateral and Radian Collateral and shall remain in full
force until the exercise or expiration of the Options.

            Section 4. Miscellaneous.

            (a) Confidentiality. (i) The parties hereto agree to keep this
Agreement strictly confidential, and neither Radian, MGIC nor Sherman Capital
shall, without the prior written consent of the other parties, disclose this
Agreement or any of its terms to any person (other than its Representatives),
except to the extent otherwise required by Law (in which case, the provisions of
Section 4(a)(ii) shall apply).

            (i) Notwithstanding anything in this Agreement to the contrary, in
      the event that a Party is advised by its counsel (who may be internal
      counsel) that disclosure of this Agreement is required by law, the
      provisions of the following sentence shall apply. Notwithstanding anything
      in this Agreement to the contrary, in the event that a Party hereto is
      advised by its counsel that disclosure of this Agreement is required by
      law, it is agreed that such Party or its Representative, as the case may
      be, (i) shall notify the other Parties of such requirement as promptly as
      practicable, (ii) may, without liability hereunder, disclose this
      Agreement in the manner it is advised is required by law and (iii) will
      exercise its best efforts to have confidential treatment accorded to any
      provision of this Agreement that a Party hereto reasonably requests to
      have accorded such treatment if such requesting Party takes primary
      responsibility for preparing and, to the extent permissible by law,
      processing such request.

            (b) Covenant Not to Permit Distributions. Each Party agrees that,
prior to the exercise of the Option or the expiration thereof in accordance with
this Agreement, it shall not approve, and shall cause its Manager not to
approve, any distribution by Sherman Financial to the extent such distribution
will be made following the Exercise Date.

            (c) Binding Effect. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their successors. This Agreement may not
be assigned by any Party without the prior written consent of the other parties;
provided, that each of MGIC and Radian may assign this Agreement in connection
with a Transfer as permitted by Section 9.1(c)(i) or (ii) of the Sherman
Financial LLC Agreement.

            (d) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,

                                       9


WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD REQUIRE THE
APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

            (e) Resolutions of Disputes.

            (i) Generally. Unless prohibited by applicable Law, the Parties
      agree that any dispute, controversy or claim arising out of or relating to
      this Agreement or the performance by the Parties of its terms shall be
      settled by binding arbitration held in the Borough of Manhattan, City of
      New York, State of New York in accordance with the Commercial Arbitration
      Rules of the American Arbitration Association then in effect, except as
      specifically otherwise provided in this Section 4(d). Notwithstanding the
      foregoing, to the extent the arbitrator(s) does not possess the power to
      subpoena witnesses necessary to the resolution of a dispute, controversy
      or claim brought hereunder which a court of competent jurisdiction would
      possess, such dispute, controversy or claim shall not be subject to the
      terms of this Section 4(d) and shall instead be subject to resolution in
      such court. If the Parties to the Sherman Financial LLC Agreement are
      engaged in or submit a matter to arbitration with respect to or related to
      the same subject matter as a matter which is to be submitted to
      arbitration pursuant to this Agreement, such arbitrations shall be jointly
      conducted.

            (ii) Arbitrators. If the matter in controversy (exclusive of
      attorney fees and expenses) shall appear, as at the time of the demand for
      arbitration, to exceed $500,000, then the panel to be appointed shall
      consist of three neutral arbitrators; otherwise, one neutral arbitrator.
      No arbitrator shall be a current or former officer, manager, director or
      employee of any Party or any member of Sherman Financial.

            (iii) Procedures: No Appeal. The arbitrator(s) shall allow such
      discovery as the arbitrator(s) determines appropriate under the
      circumstances and shall resolve the dispute as expeditiously as
      practicable, and if reasonably practicable, within 120 days after the
      selection of the arbitrator(s). The arbitrator(s) shall give the Parties
      written notice of the decision, with the reasons therefor set out, and
      shall have 30 days thereafter to reconsider and modify such decision if
      any Party so requests within 10 days after the decision. Thereafter, the
      decision of the arbitrator(s) shall be final, binding, and nonappealable
      with respect to all persons, including (without limitation) persons who
      have failed or refused to participate in the arbitration process, except
      to the extent such decision shall be premised upon an erroneous
      application of or shall be contrary to applicable Law. In making any
      decision, the arbitrator(s) is instructed to preserve, as nearly as
      possible, to the extent compatible with applicable Law, the original
      business and economic intent of the Parties embodied in this Agreement.

            (iv) Authority. The arbitrator(s) shall have authority to award
      relief under legal or equitable principles, including interim or
      preliminary relief, and to allocate responsibility for the costs of the
      arbitration and to award recovery of attorneys fees and expenses in such
      manner as is determined to be appropriate by the arbitrator(s).

            (v) Entry of Judgment. Judgment upon the award rendered by the
      arbitrator(s) may be entered in any court having in personam and subject
      matter jurisdiction. Each

                                       10


      Party hereby submits to the in personam jurisdiction of the federal and
      state courts in the Southern District of New York, and in the borough of
      Manhattan for the purpose of confirming any such award and entering
      judgment thereon.

            (vi) Confidentiality. All proceedings under this Section 4 and all
      evidence given or discovered pursuant hereto, shall be maintained in
      confidence by all Parties and by the arbitrators.

            (vii) Continued Performance. The fact that the dispute resolution
      procedures specified in this Section 4 shall have been or may be invoked
      shall not excuse any Party from performing its obligations under this
      Agreement and during the pendency of any such procedure all Parties shall
      continue to perform their respective obligations in good faith.

            (viii) Tolling. All applicable statutes of limitation shall be
      tolled while the procedures specified in this Section 4 are pending. The
      Parties will take such action, if any, required to effectuate such
      tolling.

            (f) Waiver of Jury Trial. WITHOUT LIMITING SECTION 4(D), AND ONLY TO
THE EXTENT THAT ANY PROVISION OF SECTION 4(D) IS HELD BY A COURT OF COMPETENT
JURISDICTION NOT TO BE ENFORCEABLE, EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
AND FOR ANY COUNTERCLAIM THEREIN TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW.

            (g) Amendments. Neither this Agreement nor any provision hereof may
be amended, modified or waived except by an instrument in writing duly signed by
or on behalf of the parties.

            (h) Specific Performance. The parties hereto agree that irreparable
damage would occur in the event any provision of this Agreement was not
performed in accordance with the terms hereof and that the parties hereto shall
be entitled to specific performance of the terms hereof, in addition to any
other remedy at Law or in equity.

            (i) Notice. Notices, requests, permissions, waivers, and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when received if delivered by facsimile transmission:

            if to Radian:

               Radian Guaranty, Inc.
               1601 Market Street
               Philadelphia, PA  19103-2337
               Attention:       General Counsel
               Telephone No.:   (800) 523-1988, ext. 3388
               Fax No.:         (215) 405-9160

                                       11


            if to MGIC:

               Mortgage Guaranty Insurance Corporation
               MGIC Plaza, P.O. Box 488
               Milwaukee, Wisconsin  53201-0488
               Attention:       Chief Financial Officer
               With a copy to:  General Counsel
               Telephone No.:   (800) 558-9900
               Fax No.:         (414) 347-6959 (General Counsel)/
                                (414) 347-2655 (CFO)

            if to Sherman Capital:

                  Sherman Capital, L.L.C.
                  5348 Vegas Drive
                  Las Vegas, Nevada  89108
                  Attention:         Secretary
                  Telephone No.:(702) 387-7514
                  Fax No.:   (702) 387-7517

            (j) Headings. The headings of this Agreement are for convenience of
reference only and shall not define or limit the provisions hereof.

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

            (l) Consistent Reporting. The Parties agree that in preparing and
filing federal income tax returns and state or local tax returns that follow
federal principles (including returns of Sherman Financial), and in any Internal
Revenue Service audit, they will treat the grant of the MGIC Option and Radian
Option as the grant of an option on a capital asset that (i) produces no current
income for Sherman Capital and (ii) will result in capital gain income to
Sherman Capital on the Exercise Date equal to the excess of the Settlement Price
plus the Option Premium over Sherman Capital's basis in the Percentage Interests
transferred pursuant to the Options.

                            [Signature page follows]

                                       12


            IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written by their duly authorized officers.

                                    RADIAN GUARANTY, INC.

                                    By:      /s/ Robert Quint
                                       -----------------------------------------
                                    Name:    Robert Quint
                                    Title:   Executive Vice President and
                                    Chief  Financial Officer

                                    MORTGAGE GUARANTY INSURANCE CORPORATION

                                    By:      /s/ J. Michael Lauer
                                       -----------------------------------------
                                    Name:    J. Michael Lauer
                                    Title:   Executive Vice President & Chief
                                    Financial Officer

                                    SHERMAN CAPITAL, L.L.C.

                                    By:      /s/ Les Gutierrez
                                       -----------------------------------------
                                    Name:    Les Gutierrez
                                    Title:   Authorized Representative

                                       13


                                   Schedule 1

Sherman Financial Enterprise Value shall mean (i) $1.25 billion plus (ii) the
lesser of (A) $250 million and (B) the net income of Sherman Financial, as
determined in accordance with U.S. generally accepted accounting principles
applied consistently, for the period starting on January 1, 2005 and ending on
May 31, 2006 minus (iii) the excess of (A) the aggregate amount of all
distributions made by Sherman Financial to its members during the period
starting on May 1, 2005 and ending on the Exercise Date over (B) $111,728,689.