Sallie Mae's lawsuit seeks a declaration that the buyer group has reneged on the merger agreement, that no "material adverse change" has occurred, and that Sallie Mae may terminate the takeover and collect the $900 million.

A material adverse change (MAC) is a condition that could cause a substantial reduction in earnings power and it can give buyers or lenders a "walk right" from their obligations.

The lawsuit is being seen by many as a hard-ball attempt by Sallie Mae to force the buyer group to stick to the original deal, in which the group offered $60 a share, or come up with something closer to it than its revised proposal of $50 a share, or $20.6 billion offer, plus extra payments depending on how the company performed.

"We are prepared to close under the contract the parties signed in April," said Sallie Mae chairman Albert Lord in a statement late on Monday. "Sallie Mae has honored its obligations under the merger agreement. We ask only that the buyer group do the same."  

The court, without comment, denied the bid by 44-year-old Khaled el-Masri, essentially upholding the Bush administration's argument that "state secrets'' would be endangered if the German man's lawsuit against the CIA was allowed to proceed.

It was the first time a case of rendition, often referred to as the out-sourcing of torture, has reached the country's highest court.

El-Masri has maintained he was a victim of mistaken identity when he was picked up by CIA agents in Macedonia on New Year's Eve 2003, then beaten, shackled, drugged and chained to the floor of a so-called "ghost flight'' and sent to a "black site'' prison in Afghanistan.

There he claimed he was tortured and abused for five months before being unceremoniously dumped on a hillside in Albania and told to find his own way home.

The White House has never acknowledged it rendered el-Masri, but his story has been documented in extensive media accounts, backed by European investigations and accepted by the government of German Chancellor Angela Merkel.

The only other rendition victim seeking redress in American courts is Canadian telecommunications engineer Maher Arar. Arar was shuttled to a Syrian prison, where he was tortured after being picked up by American authorities at New York's JFK Airport in 2002.

His U.S. lawyer said Arar's appeal of a lower court ruling would proceed in New York on Nov. 9 and pointed to differences in the two cases that could keep the Canadian's case alive.

Maria LaHood said in the el-Masri case, the government argued it cannot even reveal if the German was rendered.

But in the Arar case, the government has acknowledged the Canadian was removed to Syria, she said, but has argued it cannot reveal why.

Washington argues the reason Arar was sent to Syria is a "state secret,'' but LaHood said she will argue on appeal that the reasons are not relevant, only the rendition is at issue.

"This was a real disappointment that the court would not even hear the case and would just defer to the executive,'' she said.

Notice is hereby given that a class action lawsuit was filed in the United States District Court for the Southern District of Florida on behalf of all purchasers of the common stock of Opteum Inc. ("Opteum" or the "Company") pursuant or traceable to the Company's September 17, 2004 Initial Public Offering (the "IPO" or the "Offering") or the Company's December 16, 2004 Secondary Offering, and including those who purchased or otherwise acquired the Company's common stock between November 3, 2005 and May 10, 2007, inclusive (the "Class Period").

If you wish to discuss this action or have any questions concerning this notice or your rights or interests with respect to these matters, please contact Schiffrin Barroway Topaz & Kessler, LLP (Darren J. Check, Esq. or Richard A. Maniskas, Esq.) toll free at 1-888-299-7706 or 1-610-667-7706, or via e-mail at info@sbtklaw.com.

The Complaint charges Opteum and certain of its officers and directors with violations of the Securities Act of 1933 and the Securities Exchange Act of 1934. More specifically, the Complaint alleges that, in connection with the Company's IPO and Secondary Offering, defendants failed to disclose or indicate the following: (1) that the Company's interest costs at the time of the IPO and Secondary Offering were substantially increasing; (2) that as a result, the Company's various approaches to risk management did not provide investors reasonable protections against losses; and (3) that the Company lacked adequate internal and financial controls.

Additionally, throughout the Class Period, defendants failed to disclose additional material adverse facts about the Company's financial well-being, business relationships, and prospects. Specifically, defendants failed to disclose or indicate the following: (1) that the Company's integration of Opteum Financial Services, LLC ("OFS") was not proceeding according to plan; (2) that the Company's risk management controls and procedures were incompatible with OFS' risk management controls and procedures; (3) that OFS' loans were designed to produce short-term financial results, which would subject the Company to unreasonable long-term risk and expenses; (4) that the Company had improperly valued and monitored collateral; (5) that the Company had underreported its loan loss reserves; (6) that the Company's book value and projected cash flows were materially overstated; (7) that the Company had failed to adequately hedge its exposure to losses; (8) that the Company and OFS lacked adequate internal and financial controls; (9) that the Company's financial statements were not prepared in accordance with Generally Accepted Accounting Principles; (9) that, as a result of the above, the Company's financial statements were false and misleading at all relevant times; and (10) that, as a result of the foregoing, the Company's guidance about its 2007 financial and operational results were lacking in any reasonable basis when made.

On May 10, 2007, the Company shocked investors when it reported its first quarter 2007 financial and operational results. The Company reported $12.2 million in negative fair value adjustments to OFS' mortgage servicing rights, $1.3 million in negative fair value adjustments to OFS' residuals, and $8.8 million in asset write downs at OFS. Additionally, the Company revealed that nearly 50 percent of the Company's first quarter loss, or $37.4 million, was attributable to a valuation allowance on OFS' deferred tax assets, nearly 17.5 percent of the loss was attributable to negative fair value adjustments to OFS' mortgage servicing rights and retained interests in securitizations, and slightly more than 10 percent of the loss was attributable to asset write downs at OFS, due in part to the Company's decision to exit the mortgage origination business. Also, the Company revealed that its quarterly loss included $14.1 million in negative fair value adjustments to mortgage loans held for sale and interest rate lock commitments, and hedging losses of $4.6 million. On this news, shares of the Company's stock fell $1.37 per share, or over 25 percent, to close on May 11, 2007 at $4.08 per share, on unusually heavy trading volume.

Plaintiff seeks to recover damages on behalf of class members and is represented by the law firm of Schiffrin Barroway Topaz & Kessler which prosecutes class actions in both state and federal courts throughout the country. Schiffrin Barroway Topaz & Kessler is a driving force behind corporate governance reform, and has recovered billions of dollars on behalf of institutional and individual investors from the United States and around the world.

For more information about Schiffrin Barroway Topaz & Kessler or to sign up to participate in this action online, please visit http://www.sbtklaw.com.

If you are a member of the class described above, you may, not later than November 19, 2007, move the Court to serve as lead plaintiff of the class, if you so choose. A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation. In order to be appointed lead plaintiff, the Court must determine that the class member's claim is typical of the claims of other class members, and that the class member will adequately represent the class. Under certain circumstances, one or more class members may together serve as "lead plaintiff." Your ability to share in any recovery is not, however, affected by the decision whether or not to serve as a lead plaintiff. You may retain Schiffrin Barroway Topaz & Kessler or other counsel of your choice, to serve as your counsel in this action.

The U.S. Supreme Court on Tuesday refused to intervene in the Oklahoma lawsuit on behalf of HP. The case now goes back to an Oklahoma state court.

In 2005, the District Court of Cleveland County, Oklahoma, allowed the Grider lawsuit to become a nationwide class-action lawsuit. HP had appealed that decision.

Since 2000, several U.S. residents have filed similar lawsuits against Compaq and HP. The lawsuits alleged that Compaq sold computers with faulty floppy disk controllers, causing data loss or corruption.

The Texas Supreme Court in 2005 refused to allow a nationwide class-action lawsuit in a case that had been filed in the state in 2000. HP had argued that the facts in the Oklahoma case were similar.

An HP spokesman wasn't immediately available for comment Tuesday.

The two conservative justices subjected a lawyer for corporate investors to tough questioning during arguments as the justices try to set boundaries in stockholder lawsuits for securities fraud.

Investors in Charter Communications Inc., one of the country's largest cable TV companies, are suing two suppliers that allegedly schemed with Charter executives to mislead stockholders about the company's revenue growth.

The outcome of the case will determine the fate of a separate suit by Enron shareholders who are seeking over $30 billion from banks accused of colluding with the energy company to hide its debts.

If the court rules against investors, "it will mean the end of the case" for Enron shareholders and the banks that were primarily liable, attorney Patrick Coughlin, representing Enron stockholders, said outside the Supreme Court after the arguments.

In the case before the court, suppliers Scientific-Atlanta Inc. and Motorola Inc. "were not passive bystanders facilitating a fraud by Charter," said investor attorney Stanley Grossman. "Their deceptive conduct was integral to the scheme to create fictitious advertising revenues for Charter to report to investors."

Why shouldn't the court be guided by its 1994 ruling that sharply restricted liability by saying investors cannot sue for aiding and abetting a securities fraud? the chief justice asked. "You're asking us to extend that liability."

Outside the courthouse later, Grossman said, "We are not asking for an expansion. The other side is asking for a cutback."

Earlier this year, Roberts and Justice Stephen Breyer did not participate when the court decided to hear the case. On Tuesday, Roberts was back, but Breyer was still out. As of last year, both owned stock in Cisco Systems Inc., which now owns Scientific-Atlanta.

Though the absence of Breyer means the case could end up deadlocked 4-4, the hour of arguments Tuesday seemed to weigh against investors.

Scalia suggested that the court might "sensibly limit" the right to sue so that schemes can be attacked by the Securities and Exchange Commission, but not by investors' lawsuits. That is how aiding and abetting violations are handled.

"What distinguishes the liability that you propose from aider and abettor liability?" asked Scalia.

Stephen Shapiro, the attorney representing Scientific-Atlanta and Motorola, said the lawsuit cannot proceed against the two suppliers unless they made misstatements to Charter's investors, prompting an objection from Justice Ruth Bader Ginsburg.

Under the theory of Scientific-Atlanta and Motorola, "they are home free because they didn't themselves make any statement," said Ginsburg. "But they set up Charter to make those statements, to swell its revenues — revenues that it in fact didn't have."

Charter persuaded the two suppliers to buy advertising that was bankrolled with money from Charter, which paid a $20 premium on each of hundreds of thousands of cable TV set-top boxes, for a total of $17 million. The amount of the overpayments equaled the amount the two suppliers paid for the advertising.

Charter reported the advertising payments as revenue, a step that helped Charter paint a rosy financial picture for the fourth quarter of 2000, a move designed to artificially inflate the price of the stock.

El-Masri was released in 2004 after he says U.S. officials realized he was not involved with terrorism.

The Bush administration argued that el-Masri's appeal should be rejected because allowing his lawsuit against the CIA suit to go forward in court would expose state secrets. Lower federal courts sided with the government and the Supreme Court effectively ended the case when it refused to consider it further.

El-Masri's case sparked outrage in Germany and mobilized civil and human rights groups on his behalf.

Sharon Bradford Franklin is an attorney with the Constitution Project, an organization that seeks to protect civil liberties during the war on terror.

"Well, we are very disappointed that the court decided not to take the case," said Franklin. "We really felt that this was an excellent opportunity for the court to revisit the scope of the state secrets privilege."

The Supreme Court formally recognized the government's right to protect state secrets in a 1953 ruling that allowed the U.S. military to keep secret the details of a plane crash.

The el-Masri case also drew attention to the CIA program of what is called extraordinary rendition in which terror suspects are sent from one country to another for questioning.

Human-rights groups have criticized the program and raised questions about the torture of terror suspects. They had hoped the el-Masri case would shed new light on the practice.

"The Bush administration has used what is known as the state secrets doctrine liberally to seek dismissals of cases that raise embarrassing issues for the government and perhaps would expose illegal activity," said Jennifer Daskal with Human Rights Watch.

The Supreme Court decision was welcomed at the White House. This is presidential spokeswoman Dana Perino.

"This is a country that is facing unprecedented threats that we have not dealt with before in terms of al-Qaida and other terrorists, and I believe that the Justice Department is judicious in applying the state secrets act," said Perino.

President Bush has repeatedly defended the administration's policies in the war on terror and just last week again rejected allegations that terror suspects are subject to torture.

"This government does not torture people," he said. "We stick to U.S. law and our international obligations."

Germany tried to extradite 13 suspected CIA agents to stand trial in the el-Masri case earlier this year but was rebuffed by the United States.