Jun 25 200? 15:10 FROM :DEPT OF FINANCIAL SERVICES FAX NO. + S584o7r4ogr Jun. 25 2667 83:13PM Pe-l4 FLORIDA. ee FNANCI AL SERVICES ALEX SINK FILED CHIEF FINANCIAL OFFICER STATE OF FLORIDA MAY 81 2007 - IN THE MATTER OF: Dookatedi bys CASE NO.: 89354-07-AG WORTHINGTON TITLE SERVICES, INC. ADMINISTRATIVE COMPLAINT TO: WORTIINGTON TITLE SERVICES, INC. 9240 Marketplace Road, Suite 2 Fort Myers, FL 33912-0869 You, WORTHINGTON TITLE SERVICES, INC., license 1.D.#D075628, arc herchy notified that the Chief Financial Officer of the State of Florida has caused to be made an investigation of your activities while licensed as a title insurance agency in this state, as a result of which it is alleged: 1 Pursuant to Chapter 626, Florida Statutes, you, WORTHINGTON TITLE SERVICES, INC.,, are currently licensed in this state as a title insurance agency. 2. At all times pertinent to the dates and occurrences referred to herein, you, WORTHINGTON TITLE SERVICES, INC., were licensed in this state as a title insurance agency. 3. Pursuant to Chapter 626, Florida Statutes, the Florida Department of Financial Services (“Department”), has jurisdiction over your title insurance agency license and appointments. Jun 25 200? 15:11 FROM :DEPT OF FINANCIAL SERVICES FAX NO. + 85845749? Jun. 25 2647 @3:13PM Prel4 4, Atall times material herein, you, WORTHINGTON ‘TITLE SERVICES, INC., as a licensed title insurance agency, conducted improper business activities to include operation of unlawful affiliated business arrangements, conducted business from inception without sufficient capital, and made improper deposits and reccived improper income from escrow funds. COUNT I 5. The above general allegations are hereby realleged and fully incorporated herein by reference, 6, Your offices were and are located at 9240 Marketplace Road, Fort Myers, Florida, and you share such location with ten (10) other "Worthington" corporations with the same directors and officers, Your business operations conducted at that location were not those of an independent bona fide title insurance agency in that: (a) You failed to maintain an office for use in conducting business separate and apart from that of any business partner or other settlement service provider; (b) You failed to manage your own business affairs and not be managed or controlled by any other person or entity; (c) You failed to maintain employees who were not compensated or employed or managed by any affiliated person or entity engaged in real estate transactions, mortgage or broker transactions, or home builder transactions. IT IS THEREFORE CHARGED that you, WORTHINGTON TITLE SERVICES, INC., have violated or are accountable under the following provisions of the Florida Insurance Code and Rules of the Department which constitute grounds for the suspension or revocation of your licenses and appointments: (a) Demonstrated lack of fitness or trustworthiness to represent a title insurer in the issuance of its commitments, binders, policies of title insurance, or guarantees of title, [Section 626.8437(4), Florida Statutes]; Jun 25 200? 15:11 FROM :DEPT OF FINANCIAL SERVICES FAX NO. + S584o7r4ogr Jun. 25 2667 83:13PM Pe-l4 (b) Demonstrated lack of reasonably adequate knowledge and technical competence to engage in the transactions authorized by the license or appointment. [Section 626.8437(5), Florida Statutes]. COUNT II 7. The above general allegations are hereby realleged and fully incorporated herein by reference, 8. Upon and after your corporate formation your stock transfer reflects that no moneys were actually paid for respective shares. Accordingly, you as a title insurance agency failed at inception to have operating capital and net worth sufficient to conduct the work and provide all the services for a provider by a full-service title insurance agency in the marketplace where you conducted business. IT IS THEREFORE CHARGED that you, WORTHINGTON TITLE SERVICES, INC., have violated or are accountable under the following provisions of the Florida Insurance Code and Rules of the Department which constitute grounds for the suspension or revocation of your licenses and appointments: (a) Demonstrated lack of fitness or trustworthiness to represent a title insurer in the issuance of its commitments, binders, policies of title insurance, or guarantees of title. [Section 626.8437(4), Florida Statutes]: (b) Demonstrated lack of reasonably adequate knowledge and technical competence to engage in the transactions authorized by the license or appointment. [Section 626,8437(5), Florida Statutes]; (c) Fraudulent or dishonest practices in the conduct of business under the license or appointment. [Section 626.8437(6), Florida Statutes]. COUNT IT 9, The above general allegations are hereby realleged and fully incorporated herein by reference. Jun 25 200? 15:11 FROM :DEPT OF FINANCIAL SERVICES FAX NO. + S584o7r4ogr Jun. 25 2667 83:14PM Pa-rl4 10. You, WORTHINGTON TITLE SERVICES, INC., maintained an interest-bearing bank account number 8827668725 at Colonial Bank to which your esctow deposits were and are made, and which is also subject to a "sweep account" arrangement with such bank. Deposits of consumer escrow moneys to this account, which provided interest income therefrom to you, were and are without written consent of the consumers who provided to you such services. IT 18 THEREFORE CHARGED that you, WORTHINGTON TITLE SERVICES, INC., have violated or are accountable under the following provisions of the Florida Insurance Code and Rules of the Department which constitute grounds for the suspension or revocation of yout licenses and appointments: (a) Demonstrated lack of fitness or trustworthiness to represent a title insurer in the issuance of its commitments, binders, policies of title insurance, or guarantees of title, [Section 626.8437(4), Florida Statutes]; (b) Demonstrated lack of reasonably adequate knowledge and technical competence to engage in the transactions authorized by the license or appointment. [Section 626.8437(5), Florida Statutes]; (c) Fraudulent or dishonest practices in the conduct of business under the license or appointment. [Section 626.8437(6), Florida Statutes]; (d) Misappropriation, conversion or unlawful withholding of moneys belonging to title insurers or insureds or others and received in conduct of business under the license or appointment. [Section 626.8437(7), Florida Statutes; (e) All funds received by a title insurance agent as described in subsection (1) shall be trust funds received in a fiduciary capacity by the title insurance agent and shall be the property of the person or persons entitled thereto, [Section 626.8473(2), Florida Statutes, and (f) Funds received by a licensed title insurance agent or insurer pursuant to a real estate closing transaction involving the issuance of title insurance binder, commitment, policy of title insurance, or guarantee of title shall not be deposited or transferred to an interest-bearing trust account without the written consent of the buyer and seller. [Rule 690-186.008(3), F.A.C.]. Jun 25 200? 15:12 FROM :DEPT OF FINANCIAL SERVICES FAX NO. + 85845749? Jun. 29 2687 @3:14PM Pig-i4 WHEREFORE, you, WORTHINGTON TITLE SERVICES, INC., are hereby notified that the Chief Financial Officer intends to enter an order suspending or revoking your licenses and appointments as a title insurance agency or to impose such penalties as may be provided under the provisions of Sections 626.8437, 626.844, 626.8443, 626.8457 and 626.846, Florida Statutes, and under the other referenced Sections of the Florida Statutes as set out in this Administrative Complaint. NOTICE OF RIGHTS You have the right to request a proceeding to contest this action by the Department pursuant to Sections 120.569 and 120.57, Florida Statutes, and Rule 28-106, Florida Administrative Code. The proceeding request must be in writing, signed by you, and must be filed with the Department within twenty-one (21) days of your receipt of this notice. Completion of the attached Election of Proceeding form and/or a petition for administrative hearing will suffice as a written request. The request must be filed with the General Counsel acting as Agency Clerk, at the Florida Department of Financial Services, 612 Larson Building, 200 East Gaines Street, Tallahassee, Florida 32399-0333. Your written response must be received by the Department no later than 5:00 p.m. on the twenty-first day after your receipt of this notice. Mailing the response on the twenty-first day will nol preserve your right to a hearing. YOUR FAILURE TO RESPOND IN WRITING WITHIN TWENTY-ONE (21) DAYS OF YOUR RECEIPT OF THIS NOTICE WILL CONSTITUTE A WAIVER OF YOUR RIGHT TO REQUEST A PROCEEDING ON THE MATTERS ALLEGED HEREIN AND AN ORDER OF SUSPENSION OR REVOCATION WILL BE ENTERED AGAINST YOU. If you request a proceeding, you must provide information that complies with the requirements of Rule 28-106.2015, Florida Administrative Code. As noted above, completion of Jun 25 200? 15:12 FROM :DEPT OF FINANCIAL SERVICES FAX NO. + S584o7r4ogr Jun. 25 2667 83:14PM Pil-14 the attached Election of Proceeding form conforms to these requirements. Specifically, your response must contait: (a) The name, address, and telephone number, and facsimile number (if any) of the respondent (for the purpose of requesting a hearing in this matter, you are the respondent"). (b) The name, address, telephone number, facsimile number of the attorney or qualified representative of the respondent (if any) upon whom service of pleadings and other papers shall be made. (c) A statement requesting an administrative hearing identifying those material facts that are in dispute. If there are none, the petition must so indicate. (qd) A-statement of when the respondent received notice of the administrative complaint. (ce) A statement including the file number to the administrative complaint. If a hearing of any type is requested, you have the right to be represented by counsel or other qualified representative at your expense, to present evidence and argument, to call and cross-examine witnesses, and to compel the attendance of witnesses and the production of documents by subpoena. If a proceeding is requested and there is no dispute of material fact, the provisions of Section 120.57(2), Florida Statutes, apply. In this regard, you may submit oral or written evidence in opposition to the action taken by the Department or a written statement challenging the grounds upon which the Department has relied. While a hearing is normally not required in the absence of a dispute of fact, if you feel that a hearing is necessary, one will be conducted in Tallahassee, Florida, or by telephonic conference call upon your request. However, if you dispute material facts which are the basis for the Department's action, you must request an adversarial proceeding pursuant to Sections 120.569 and 120.57(1), Florida Statutes, These proceedings are held before a State Administrative Law Judge of the Division of Administrative Hearings. Unless the majority of witnesses are located elsewhere, the Department will request that the hearing be conducted in Tallahassee, Florida. Jun 25 200? 15:12 FROM :DEPT OF FINANCIAL SERVICES FAX NO. + S584o7r4ogr Jun. 25 2667 83:15PM Pl2-14 Failure to follow the procedure outlined with regard to your response to this notice may result in the request being denied. All prior oral communication or correspondence in this matter shall be considered freeform agency action, and no such oral communication or correspondence shall operate as a valid request for an administrative proceeding. Any request for an adminisirative proceeding received prior to the date of this notice shall be deemed abandoned unless timely renewed in compliance with the guidelines as set out above. Mediation of this matter pursuant to Section 120,573, Florida Statutes, is not available. No Department attorney will discuss this matter with you until the response has been received by the Department. 4 DATED and SIGNED this 3/74 day of _ (a AE . 2007. : cf EN CHANDLER Deputy Chief Financial Officer Jun 25 200? 15:13 FROM :DEPT OF FINANCIAL SERVICES FAX NO. + S584o7r4ogr Jun. 25 2667 83:15PM Pis-14 CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing ADMINISTRATIVE COMPLAIN’ and ELECTION OF PROCEEDING has been furnished to: WORTHINGTON TITLE SERVICES, INC., 9240 Marketplace Road, Suite 2, Fort Myers, FL 33912-0869, by Certified Mail this o/<¢. day of 74 2007. , Dean Andrews Department of Financial Services Division of Legal Services 612 Larson Building 200 East Gaines Street Tallahassee, Florida 32399-0333 (850) 413-4242

Docket for Case No: 07-002813