POA_s Petition for Contempt

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					      PREMIUM OF AMERICA, LLC 	                        *	        IN THE

                                                       *	        CIRcuIT COURT

                V.	                                    *	        FOR

      TURNING BLOCK, LLC, El AL.	                                ANNE ARIJNDEL COUNTY

                       DEFENDANT.	                     *

                                                       *	        CASENO.	      C-10-155311

      *	        *	     *	     *	     *	    *	     *	        *	   *	       *	   *	    *	      *

                                          PETITION FOR CONTEMPT

                Plaintiff, Premium of America, LLC ("POA") by its attorneys, submits this Petition

      for an Order of Contempt pursuant to Maryland Rule 15-206 against Defendants

      Turning Block, L.LC, Marvin Sanford Richardson, a/k/a Sanford Richardson and Alliance

      Advisors, LLC, and for cause states:

                1.    On September 1, 2010, this Court entered a Temporary Restraining Order

      Enjoining Turning Block, LLC, Marvin Sanford Richardson, Alliance Advisors, LLC and

      Edward Holt, MD from Further Solicitation of Membership Interests in Premium of

      America, LLC and Use of any Transfer Agreements by Members of Premium of

      America, LLC (the 'TRO"). A copy of the TAO is attached hereto as "Exhibit A."

                2.    The TRO enjoined the Defendants from;
II	                   a.	    Continuing to solicit POA's Members to consummate any transfer

 :	                          of their Membership Interests; or

S	                    b.	    Using or taking any action with respect to the Transfer Agreement

                             signed by POA's Members.
        3.     The TRO also ordered the Defendants to return to each Member their

signed Transfer Agreement and to declare their agreement null and void.

       4.      On September 3, 2010, Defendants Turning Block, LLC and Richardson

moved to vacate or modify the TRO.

       5.      On September 7, 2010, a hearing was held on Defendants' molion to

vacate or modify before the Honorable Phillip T. Caroom.

       6.      On September 9, 2010 the Court entered a written Opinion as to Motion to

Vacate of Modify the Temporary Restraining Order and an Order Denying Motion to

Vacate or Modify Temporary Restraining Order.

       7.      The Court delivered the Opinion and Order to Defendant's counsel, Tate

Russack, Esquire on Thursday, September 9, 2010 1 with instructions that Mr. Russack

serve those documents on opposing counsel and co-defendants' counsel. Mr. Russack

did not serve the papers on POA's counsel until 5:30 PM EDT on Friday, September 10.

       8.      On September 3, 2010, two days after Ihe entry of the TRO, Defendants

Richardson and Turning Block, LLC drafted a solicitation letter directed to Premium of

America Members. A copy of the September 3, 2010 solicitation is attached hereto as

"Exhibit B."

       9.      During the past 24 hours POA's Members began contacting Membership

Services to state that they received the September 3 solicitation in the mail and that

Turning Block has resumed its telephone solicitation campaign.

       10.     Defendant Alliance Advisors, LLC mailed the September 3, 2010

solicitation to Members of POA on September 11, 2010. A copy of the mailing envelope

for the September 3, 2010 solicitation is attached hereto as "Exhibit C."

       11.    The September 3, 2010 solicitation that Alliance Advisors, LLC mailed to

 POA Member Larry A. Hake, contains a Transfer of Membership Interest Form and a

 solicitation to return the completed document by September 30, 2010. A copy of the

Transfer ot Membership Interest Form is attached hereto as "Exhibit 0."

       12.    On September 1, 2010, after the TRO was entered, Alliance Advisors,

LLC stated that it had ceased making telephone solicitations to POA Members "effective

as of 5:57PM EDT 9/1/10." The statement came in Ihe form of an email message from

Alliance Advisors, LLC agent Peter Casey to POA's attorney, Shannon Knox, on

September 1, 2010 at 6:26 PM EDT. A copy of Alliance Advisors, LLC's email message

is attached hereto as "Exhibit E."

       13.    Defendant Alliance Advisors, LLC continues to make telephone

solicitations to POA Members on behalf of Defendants Turning Block, LLC and

Richardson. For example, Member Kenneth Aungst contacted POA's Membership

Services to inform them that he received a telephone call from Turning Block on

September 13, 2010 soliciting him to deliver to Turning Block paperwork "against

Premium of America before September 30, 2010." Mr. Aungst sent a fax staling this

information to POA's Membership Services. A copy of Mr. Aungst's tax is attached

hereto as "Exhibit F." Mr. Aungst also received mail from Turning Block identical to the

September 3 solicitation.

       14.   Another Member, Gene Hesse, received a telephone solicitation from

Turning Block, LLC on September 13, 2010— nearly two weeks after the entry of the

TAO. See Affidavit of Gene Hesse attached hereto as "Exhibit G."

        15.    Defendants have failed to comply with the requirement of the Temporary

 Restraining Order that they return to each Member their signed Transfer Agreement and

 to declare their agreement null and void.

        16.   At 5:30 PM on Friday, September 10, 2010, Defendants' counsel called

 POA's attorney, Steven Leitess, to say Ihat the Defendants were not prepared to

 participate in the preliminary injunction hearing on Monday, September 13. During this

telephone call POA learned for the first time that the Court denied the Defendanis'

motion to vacate the TRO the day before. At Mr. L.eitess' request, Mr. Russack emailed

a copy of the order. Mr. Russack asked whether POA would agree to continue the

September 13 preliminary injunction hearing if the Defendants agreed to keep the TRO

in place until a hearing could be scheduled on the merits of POA's claims. POA agreed

to that request. A combined preliminary injunction hearing and merits trial is scheduled

to take place on November 19, 2010.

       17.    Defendants Turning Block, LLC, Richardson and Alliance Advisors, LLC

knowingly and intentionally violated the specific directives of the TRO.

       18.    The conduct of Defendants Turning Block, LLC, Richardson and Alliance

Advisors, LLC constitutes constructive civil contempt of this court. Lynch v. Lynch, 342

Md. 509 (1996); Bahenav. Foster, 164 Md. App. 275 (2005).

       19.    Contempt proceedings are appropriate where there is a failure, in

contravention of a court order, to do that which has been ordered, or the doing of that

which is prohibited. Lynch, supra, 342 Md. At 519. A party may be held in contempt

when his conduct is willful. Dodson v. Dodson, 380 Md. 438, 452 (2004).

       20.	    Any party to an action in which contempt occurs may initiate a proceeding

for constructive civil contempt by filing a petition with the court against which the

contempt was committed. Md. Rule 15-206 (b)(2).

       21.	    Plaintiff seeks an order requiring incarceration of the defendants to compel

compliance with the court's Temporary Restraining Order, with an opportunity lo purge

their contempt by complying fully with the Temporary Restraining Order.

       WHEREFORE, Petitioner respectfully requests that the Court:

       A.      Enter an order requiring that Defendants Turning Block, LLC, Richardson

and Alliance Advisors, LLC file an answer, within ten days of service of the order,

showing cause as to why they should not be held in contempt of Ihe September 1, 2010

Temporary Restraining Order;

       B.     Enter an order providing for a prehearing conference, or a hearing, or both

on Plaintiff's Petition for Contempt;

       C.     Issue a nolice to Defendants Turning Block, LLC, Richardson and Alliance

Advisors, LLC that Plaintiff is seeking incarceration as a means to compel compliance

with the Temporary Restraining Order; and

       D.	     Enter such other and further relief as Plainliff's cause may require.

                                                 LEITESS LEITESS FRIEDBER +

                                                 Steven K. Fodder
                                                 Steven N. Leitess
                                                 10451 Mill Run Circle, Suite 1000
                                                 Owings Mills, Maryland 21117
                                                 (410) 581-7400

                                                 Attorneys for Premium of America, LLC

                               CERTIFICATE OF SERVICE

       I HEREBY CERTIFY, that on September 14, 2010 I caused a. copy of the
foregoing Petition for Contempt to be mailed, by first class mafi, to the following:

Tate M. Russack, Esquire
100 Severn Avenue
Suite 101
Annapolis, Maryland 21403

Mark I. Silberblatt, Esquire
Angelo R. Bisceglie, Esquire
Bisceglie & Demarco, LLC
365 Rifle Camp Road
Woodland Park, New Jersey 07424


Edward Holt, MD
3 Severn Court
Annapolis, Maryland 21301

                                          Steven N. Leitess

 PREMIUM OF AMERICA, LLC	                       *	        IN THE

                PLAINTIFF,	                     *	        Cincuiî COURT

        V.	                                     *	        FOR

TURNING BLOCK, LLC, El AL.	                     *	        ANNE ARUNDEL COUNTY

               DEFENDANT.	                      *

                                                *	        CASENO.	      C-1O-155311
*	      *	     *	       *	    *	    *	     *	        *	   *	       *	   *	    *	       *


        Upon the foregoing Pelition for Contempt, it appearing that Petitioner has alleged

sufficient facts for the Court to believe that Defendants Turning Block, LLC, Marvin

Sanford Richardson and Alliance Advisors, LLC may have willfully violated this Court's

Temporary Restraining Order entered in these proceedings,

       NOW THEREFORE, it is this	         day of September, 2010, ORDERED, that

Defendants Turning Block, LLC, Marvin Sanford Richardson and Alliance Advisors, LLC

shall file an answer to the Petition for Contempt rio later than 10 days from service of

this Order; and it is

       FURTHER ORDERED, that Defendants Turning Block, LLC, Marvin Sanford

Richardson and Alliance Advisors, LLC shall appear in person for a Prehearing

Conference shall be conducted before this Court on the 	        day of _____________

2010, at _______ and it is
       FURTHER ORDERED, that Defendants Turning Block, LLC, Marvin Sanford

Richardson and Alliance Advisors, LLC shall appear in person for a Nearing on the

merils of the Petition for Contempt on the	     day of ___________, 2010, at _______

                                              Circuit Court for Anne Arundel County
 PREMIUM OF AMERICA, LLC                        *          IN THE

                PLAINTIFF,                      *         CIRCUIT COURT

        V.                                      *         FOR

 TURNING BLOCK, LLC, ET AL.                     *         ANNE ARUNDEL COUNTY

               DEFENDANT.                       *

                                                *	        CASE No.	      C1O-155311
*	     *	      *	     *	      *	    *	     *	        *	   *	        *	   *	   *	      *


1. It is alleged Ihat YOU have disobeyed a court order, are in contempt ol court, and
should go to jail until you obey the court's order.

2. You have the right to have a lawyer. if you already have a iawyer, you should consult
the lawyer at once. If you do not now have a lawyer, please note:

(a) A lawyer can be helpful to you by:

(1) explaining the allegations against you;

(2) helping you determine and present any defense to those allegations;

(3) explainIng to you the possible oulcomes; and

(4) helping you at the hearing.

(b) Even if YOU do not plan to contest that you are in contempt of court, a lawyer can be

(c) It you want a lawyer but do not have the money to hire one, the Public Defender may
provide a lawyer for you.

• To find out if the Public Defender will provide a lawyer for you, you must contact the
Public Defender after any prehearing conference or master's hearing and at least 10
business days before the date of a hearing before a judge.

• If no prehearing conference or master's hearing is scheduled, you should contact the
Public Defender as soon as possible, at least 10 business days before the date of
the hearing before the judge.
• The court clerk wHI tell you how to contact the Public Defender.

(d) If you want a lawyer but you cannot get one and the Public Defender will not provide
one for you, contact the court clerk as soon as possible.

LAWYER. If you do not have a lawyer before the court hearing date, the judge may find
that you have waived your right to a lawyer, and the hearing may be held with you
unrepresented by a lawyer.


                                                Circuit Court for Anne Arundel County



  PnEMIUMOFAMEflICA, LLGJ 	                          *


                                                               CAsE No. C1O-15i1

 TURNING BLOCI(, LLC, ET AL,1	                       *


    A	        *	     *	      *	    *	    A	     A	        A	    *	   A	       *	         *


          Upon consideration of the Petition of Premium of America, LW for Temporary

 Hestraining Order and Preliminary Injunction (the "Petition"), and any response thereto,

the Court hereby:

          HNDS, that har'iI reiIt to Premium oF America, LLG ("POA") if a temporary
restraining order does not issue enjoining defendants Turning Block, LLC ('Turning

  iook"), Marvin Sanford Richardson, Alliance Advisors, LLG and Edward Hell, MD

(collectively, the 'Defortdanls") From any further solicitation of POA's Members and use

of any improperly obtained Transfer Agreements entered into by POA'a Members; and


          F1NDS, Ihal the hGrm to POA rosultinri from the Defendants improper solicitation

of the ranslor of POA'a Members ls-and-I4tIF-bo irreparable; and fwlher



                        FINDS, that POA Is Hke!y to succeed on the merits of its claim against the
             Defendants; and further
                       PINDS, that any Member's agreement to transfer their interests to Turning Block
             vIolates the LLC Agreoment;ancl further
                       FINDS, (hat balancing the potential harm to POA If the requested relief is denied
             wh the potential harm to the Defendants if (he requested relief is granted weighs
             hoavily in favor of granting the requested relief; and further
                       FINDS, that little or no public interest will bØllectecf'by granting the requested
                       Accordingly, the reliel requested appearing appropriate under the Circumstances,
            it is hereby:
                 ORDHED, that, the Defendants are enjoined from continuIng to solicit POA's
                                                                       A P,6f1Y' /A'f
                         i-atrans(elof their Membership Interests In FOsnd it ltwihpj
    1tIil 72/f 64-	                   /-2'jrçj /	                                   47/i
                ORflHEI3, filet (ho Defendants ace prohibited from using or otheiwise taking
            any action wilh reaped to the Transfer Acjreerrionts signed by POA's Members; and Ills
                      ORDERED, that (ho Defendants aro compelled to reium to each. Member their
           signed Transfer Agreenenl and to declare their agreement null and void; and Ills
                      ORDERED, that thIs Order shall expire ton days from (ho date hereof for the
           rosidont defendants and thirty-Jive clays from the date hereof for the non-resident
           defendants; and it is further

           W3751_5.doo	                                    2
               &c—&    1?J' )_ ,t (o i4 (SfO
                     frk2 J4 _/ø' i $ air 'A .P 1Z
                       -	      —'  c Ai/ c/uui/'
                                         a       2 j	 1/iu 54        sJ
          ERE • that a party or person affected by this Orde/may apply for a
       A c'	
  modilication or dissolution of the order on twQ days ! notice, or such shorter notice that
  the Court may proscribe, to the party who obtained the Order; and it is further
          ORDERED 1 that ii the ijeaiingon the preliminary injunction Is atrnereiiihfOc 	      C

  days frornjh4aIe hrot, POA may apply t this Cci irtdxlend Ibis Order for a -
 ,e6na len-day period at tho expiration of the Iirs; and it is further
          ORDEAED I that POA shall provide a copy Qf this Order to the Defendants in this
  action by sending copies to:
         Turning Block, LLC
         0/0 M. Sanford Richardson 1 President
         2 lsaaes Street
         Annapolis, Maryland 21401
         Marvin Sanford Fliohardsori
         2 lsaac Street
         Annapolis1 Matylancl 21401
         Turning Block, LLC & Marvin Sanford flichaidson
         0/0 Nick Spradhin, Esq,
         The Law Offices of Nick Spradlin, PLLC
         (accepting service for Sanford Richardson and Turning Iock 1 LLC)
         Alliance Advisors, LLO
         0/0 Kevin Mackey, Fiesidehi Agent
         112 Chopin Drive
         Wayne1 NJ 07470
        Alliance Advisors1 LLC
        0/0  Peter Casey
        (accepting service for AllIance AdvIsors, LLC)
        ppasey@ alllanceadvisorsIjpm
        Edward Roll, MD
        3 Severn Court
        Annapolis, Maryland 21401	                                 3

  via lIrsi class mall, postage prepaid, wRhin live (5) business days from the date of entry

  of this Order; and ills Iuilher
         ORDERED, that thi Court shall hold a hearing on the request of POA for pptry of
                                                                /	                .. n 4
 a preliminary Injunction on Septeniher 7L	        2010 at	          .-"óctocl jji..i. /

 Dated: Septeniber	                              /, 2010 a!	           Si2. o'clock amT6

                                           Juoe, CIRCUIT COURT 0} ANNE AiUEL
                                           COUNTY, MARYLAND

 cc: /35i)'u-# O'Y1 ,	                     J1 U)1(
Steven K. Fedder, Esq	                                 kt
Steven N. Loitoss, Jq
Shannon A. S. Knox, Esq.
Joseph A. Pulver, Eaq.
Leltes L1less Friedherg + Fodder PG
One Corporate Ceiitoi
10451 MID Run Circle, Suite 1000
Owings Mills, MD 21117
Turning Block, LLC
do M. Sanford Richardson, President
2 Isaas SLreot
Annapolis, Maryland 21401
Alliance AdvIsors, LLC
ole Kavin Mackey, Flesideni Agent
112 Chopin Dilve
Wayne, NJ 07470
Marvin Sanford FUchardson
2 !saaos Street
Annapolls, Maryland 21401
(CC'S continued   on loiiowlnfj page)

1i7S1j.k,o	                                  4
 Edward F-loft 1 MD
 3 Soverii Gouij
 AnnapoIl, MaryancI 21401
JROIi	                                             FOX NO.	                                         13 2010 134:19PM Pt

                                                                                  Turning 11 lock, U.0
                                                                                   12000 North Dale Matiry Hwy
                                                                                  SUItO 110

         t5ITI.                                                                   Tampa, FL 33618
                                                                                  813.321.78fl, facsimile

          aptoniber3, 2010

         0ea. Peni(urn of America Member,

         By now you may have been contaded by an aBent of Premium of America (P0A) In response to the offer by
         Turning Block, LIC to purchase your niernbar4uip Itenett in P0/I POA is nuiliclously trying to conhjso you and
         deny you the opportunity ti, receive the bust valci In return for you meinborship shares. We have stited to you
         wily the facts arid F'cemlum of America has not denied imy of them. Even worse, Premium of America Is now
         using YOUR money to seek court protection to prevent us from communicating our offer to you. Wh would they
         d that? Uecuse Premium of Ann odca does not want you to consider Turning Block's supnlor offer.

                                   Please do not be fouled by current manQgernent.

         Management's sthemo to offer you 10% i merely on attempt to rriliuin control over your inveStment - a Company
         that management has used like its own piggy bank. You, however, have n choice —a chance to end curcent
         management's stranglehold nv& POA and the board's seven year free ride, recover the best value for your
         interest, ad resolve this unfortunate episode now.

                     it Turning OIcic we do not helIve in hazy math or misleading pQopki.

         To quote Abraham Lincoln, 'Truth is generally the host vindication ugalnst sIundr."

         Here Is the truith

             u Turning ElIuck'5 otter is far superior to any proposal made to you by POA. Turning Block offers at least
               35% more tluon current management's 10% redemption otter.

             u    Turning Block presented its ofler ioyolI in bso}utv it oo d faith, ft wu
                 Jzifd4ns.I1wI1hinoomutexa Ipt9f iiuiraien vqy roiy, 9 	                  ItimtJ mock to nUr.thel
                          ihliItv will b. 100% sov*nid by TwnItii1e

                 Turning Block is a real entity With solid ioudnrshli it is a Florida LLC that wos created to complete this
                 transaction and deliver to POA members ii those things that ILs management has promised but not

            . Turning Block is headed by Sanford Richardson, a Marine Corps veteran with over thirty years experience
                In the financlai services industry. He Is a CPA, cmtIPied i)uslnefl.vaivatinn specialist arid has assisted or
                headed many large companies In his career.

            i Turning Block !i mad a real offer, iii good faith, one that represents the best-case-scenarIo return fur
               POA members. accordlnqç to POA's own experts. lurning B1uck' offer is completely legitimate and wlII
               be secured by the very assets you nov; own an Interest in.

                                                                                               ___I                       11_
FRceI	                                               FAX HO.	                                 S. lZt 20I1 O1 2PN P2

                     (IU9L1it       Why would PQA muke this offer so redeem 'your shares it this lime? And why, u1tr i
                     Rigger md the original board of POA ,toted when they Loo)c ovi• mrinogumiit of thn company that (heir
                     goal was to make surememhers would rucolyo all of their invmsimutd pocseds back, POA would new
                     offer you only 10 cen Qn the dollar? Current manaemerit has not Ijeen br coming about what you
                     sliouW eapeti to receive.

              • POAs professional accounting advIsors estimute That hi (oct. mombws stiould 10 r give around
                 23% oF (1i value of (he life polky portroHo. In light oF thl, Turning Black's eFlur represents e ieturo that
                 Is M01I limo menibort could expect to receive Iruiii.PQA over (lxi Jiki of the portfolio.

                  Ask vowief Why does Ira tUgger no defend tho lawiult lie's pursued and which his coil POA about
                  $.oOooOo, wihi more to come? The Sact is, curr*nt miriaganhint ha not recovered ioifitaflt amounts
                  From th beneficial lwuit and is not likely to In the future. Nowhere does iris Rigger oiler an oxplanslion
                  to: tJils to you, the members.

              • What ills POA ..oily olferel you excep( 10 cents on the dollar altar mU this time? Ira
                 RlggGr offers to thenge nthtO obout thu way Poll k èun, and h offers ià a meager return In order to
                 bean lit hImself.

              • Eiakiuiiiieff 110w can Inanagemerit hove your Interests at heart when they     won't even teach out to
                  conrnunlcete with you lii purson? When you call Turning Olock, you get a live person - not a reconJeil
                   rolio" call.

         Please understand that our oiler to cqulre your interest In P011 is ii%JftimaJ uinlfulhvsecursd. We are not
         shadowy flf(uret h!ding In come dark worn. Ii's quite (ha opposite a .ctuaUy over tim lit several days we lowe
         spoktn with hundreds of POA methberf via tekphono isnd email, und crfu1ly oulhlnU our offir to them. The
         rusponse to our offer hat been çiuruahulrnlng so mr. We welcome the opportunity to speak you. We want to
         tolk to you. Call us. mail us. We'ro happy t bilk ttlroo8h the issues with you.

                 The time for .*seuigo ait POA is now tind ycas.i an hIp us achIeve tIit goat by
                                                  particliurting lii our oflar.

         Plesa return to us your conInttd torm todny. Wa would lIke your response os soon its possIble, but no later
         tItan SeptCrnber 30, .Z010. if you have any questionS or ood help Oiling out (Ito docbmenl.S pIuao call us toll free
         at. 877-45c-0026.

         Thisnk you vry much for your Ilnie.


         Sanford Richardson
         Pres ide of
         Turning Illock,. (IC
                                                                   311 ' !JU3V: O WWG
                                              U UOW$AUI n•oA U !P19J UO!4JOJiJ .U1JOdI



                                   L9L-WLO6V SOI.N2



    oa                                                                                --
                    -	_________	                -	   -	          -	   :	   •-	
                                                                                 CvOL5.N PW0' d

                                                           2' a-'-
         -	   - i- I.-	       -	
FROM                                   vnx NO	                              Sp. L3 20W 04:2OPi P1

                              ThANSFEROF MEM8ERSHIP INTEREST

       This AGREEMENT to tranafor a membership Interest Is mode this day of
       2010, among LARRY A HAIcE, who restde ut P0 BOX 6. AMITY, OR 97101(the
       "SelIr"), and Turning Block, LLC, a florida Corporation with a principal place of
       businos Dt 12000 North 1alo Matry Highway, Suite 110, Tampa, FL 33610 (the

       WHEREAS, Seller Is the owner of 0.0000% interest (heroiridfter sometimes referred to
       as Ulç 'Member Interest' or UniL(sy) of Premium of Arnonca. LLC, (the "Company'), as
       defined by tile Company's niernbershlp agreement:

       WHEREAS, the Purchaser arid Sailor agree upon the purchaire and sale of the Sailor's
       Unit(s) of the Company, on the condition that Purchesur acquires a minimum aggrsgato
       iero of 50.01% of the total lnterest hold by all of the members of the Company,
       through purch'soo of interot hold by other members of the Company on the same
       Ionns as are set rorib in this agreement.

       Now therefore, for sufficient consIderation, the adequacy end receipt of which is hereby
       ac1nowiedgod, it Ia hereby agreed:
       1. Sole. The Seller hereby hells to Purchaaer oil of the Seller's Unit(s) or Member
       Interest in the Company at the price of $O60.9i (which amount includes principal and
       interest). Both the S&Ier'e Member Iritereol and tho price paid therefore are subject to
       voritication, and adjustment mrs necessary, against the Company's records after
       compiottorrof the Transfor. The SolIar'a' Member interest and the amount paid therefore
       shalt be based on data used by the Company In calculating Its last distribution in or
       around July 2010 and thIs date shall be binding on the pei1Je hereto.

         ,	    Egcmi'j Uøposll. Slmultan&ivaiy with the execution of this Agreement, the Seller
       has depolted with Purchaser this executed Agreement, and the Purchaser has
       executed a promissory note in favor of Seller, bearing Interest at a rate of 16% par
       annum. Purthasr shall hold thin Agrcoment .In escrow uniJi the condition ot torlh in
       paragraph S below is autisfiod or waived. If the condition sot forth In paragraph 3 below
       Is not sotlsfied.•or waived on or before September 'JO, 2010, then Purchaser hIl return
       this Aijreement to Seller, and Seller shall return the Promissory Wale 10 the Purchaser.


                                    FX lKJ. :	                       Sep. in 2e10 04!3aPti P1

 .3	     Condift'o,i precedent. Thu obtigationa Of the Purchaser to buy Setter's Member
  Interest is expressly conditioned upon the purchase by the Purchaser of a minimum
 ugregate Interest 0160.01% of the total interests held by all of tho membera of the
 Company, on or before September 30, 2010, unlese (his condIon Ia expressly waived
 in wrwng by Purchusr, on or before that date. Purchaser agrees thaI ft will diligently
 seek and use its b( eUort to acquire (ho units representing a minimum of fio.O1% of
 the remaining Interests of Ilio Company. Purchaser may, at ha sole option, waive ihis
 condition. In the event that Purchaser determines that acquiring 60.01% of (ho
 aggregate units of the Company will not occur by Ihe date sot 1oh herein, and
 Purchaser does not elect to waive this conditlon:tbe Purulrner ithall within lIve days
 after rnaklrtg said determination, notify Seller and this Transfer ehail be void.

4.      IrrevocabilIty and Appointment as Power olAttomuyiProxy: Sailer agrees Ihat on
execution of this Agreement by Seller, arnf delivery to Purchaser, subject to any state
law right of rescission, this Agreement is irrevocable. Seller further agrees that upon
the aasfaoIlon or.wolvor.of the condition precedent In Paregmpti 3, that Purchaser is
irrevocably appointed as Seller's power of attorney and proxy to execute any lurthor
agreements necesaaiy to effotuate Um transfer contemplated hwein and to voto
Seller's Membor Interest or grant Sellor's wiltien consont to any Company action br
which Seller Is ontiflod to voto until such limo us this transfer Ia recognized by the

5.     Csent to Mo,nbwahlp. -Purchaser agrees to execute any additional
Instruments required under the Company's LIC agreement, arid consistent therewiUi,
hereby accepts anti adopts the terms and provisions of the LLC agreement, and
assunios any obligations of the Sailor thurcurider with respect to the Member interest
lrensfrred hereby.

     !ndomnlfIcaion of Company. Purchaser und Seller hereby Indemnify the
Company far any loss or damage incurred by reason f the transfer evidenced hereby.

7.	    Repro sentaftone of So!Ier

          a. That Seilur owns the Member Interest as set forth in this Agreement;
          b. The Member Interest doacilbad above is the only membership interest in
             the Company owned by or controlled by Seller;
          c. That Boiler has net previously assigned. pledged or IrnnufOn'etl the
             Mornber Interest to any other person or paily; and
          d That Seiiar has the requisite authorIty to enter Into (his Agreement,

       Representations of Rum baser:

          a. That Purchaser has the requisite authority to enter into this Agreement;
          b. That Purchaser Intends to hold the Member Interest transferred hereby for
             investment end does not intend to resell the Mtmiber Interest;
FROM                                      FrX J. :	                             Sp 13 21O 4:31p	       P1

                   o. Tlial Purctwsec will not tronslar the Member Interest acquimd hereby II
                       such Iransler would aubjct the Member Interest to registratIon under
                       federal eeuiities laws or U-ie secuiltios lawa of the slate of Oelawaro or

        9.	     Notice. All notices pursuant to this Agreement shall be in writing and shall be
        eufficlent If delivered, sent or mailed registered or certified mail, postage prapeid. or by
        personal dolivory as follows:

               If to Safer:

              LARRY A HAKE
              P0 1OX 6.
              AMITYJ OFt 97101

               I?to Purchaser:
              Turning iock, LLC
              do Nick Sprarilln, Euq.
              12000 foflh Dale Mabry HWY
              Suitó 110
              1ampa.FL 335

       10.	        Waiver, Any condition conthinedin paragraph 3 above of this Agreeniont is
       demed'to be exclusively for the benefit of Purchaser, and Purchaser shall have the
       right, but not the obligation, to waIve snid condition by gIving written iiotloe in
       eccordanôo with the procedure sot forth above.

        11. Conlidenll&ity. Seller and any oprasentatives acting on Seller's behalf agree
       to keep the terms end conditions of this Agreomont and the transactions contemplated
       hersby1 atricily confidential. Salter agrees not to disclose to any party not a party to this
       Agreement any of (ho hjr hereof, except as may be required by applicable law.
       Seller expressly ajroea not to disclose this Arcement to the Company, or anyone
       employed by or affiliated with (ha Company. that Seller has entered this transaction,
       until such timo as notice of the transfer is delivered to the Company by the Puitheeer.
       In Die event Seller violates or breaches this confidentiality provision1 Puchasor may. at
       Its election and In Its sole discretion, cancel (his Agrw3mont. Seller may be Iloble to
       Purchaser for darna9es for any violation or broach hereof.

       12.	       flendllI This agreement shall be binding upon and shall Inure to the benefit of
       the parties, their legal representatives, successors, heirs, legalese, end assigns.

       13,	       Miscellaneous.

                  a. Governing Law. ThIs Areernnnt Is entered in the state of FIortdn and
                     shall be 9ovorned in all respects by the laws f the State of FlorIda,
                                       FAX ij, :	                           Sep. 13 2010 04:32P11 P1

                    without rojerd to any provisions thereof relating to confllcla of laws emonti
                    dlUorontJurisdicilens. Any dispute hoH be resolved in a Court of
                    compo tent Jurisdiction in Piorida.

                b. lntIro Agreement; Amendment. This Aqreemen( and the other documonte
                   delivered p ursuant hereto constitute the full and entire undorstsncflng and
                   agreement among (tie parties with regard to the subJects hereof and
                   (hereof and supersede all prior agreements and understandings relating
                   thereto. Neither this Agreement nr any term hereof may he amended,
                   waived. discharged or terminated other than by a wiitton Instrument
                   signed by ttio party against whom enforcement of any such wnendrnent,
                   waiver, discharge Or termination is souglfl.

                   Counterparts. This Agrooment may be exeuted in any number of
                   countrp arts, each of which may be oxecutud by only one party, wliith
                   shell bo enforceable against the parlies actually executing such
                   counterparts, and au of which together shall constitute one lnstcurnent.

                d. Severability; Enforcement. in tito event that any provision vf this
                    Agreement is void or unenforceable for any reason (his Agroemont shall
                    continua In full force and effuot without such pmvloion; provided thot no
                    such severability shall be effective if ii materially. hanges the economic
                    benefit of lht Agronment to any party. The partio hereto agree that
                    irreparable damage for which money damages would not be en adequate
                    remedy would occur In the event (hat any of the provision of this
                   Agreement were not port ormed In accordance with Its spelfIc terms or
                   was othenwise breached. It is accordingly egreed ihat, In ecldftlon to any
                    other remedies a party may have at law or equity, the parties shell be
                    entifled to seek an injunction of l;unatlon to prevent such broached ol
                   this Agreement and to enforce iipeU1caliy the terms hereof.

             IN WITNESS WHEREOF, the undersigned has executed this Agreement on this
                dayof	     -	     2010.
Seilec                                              Purchseor:

LEAY A HR	                                          TuB!ockLLC	           -
                                                    Sanford Richardson, CEO
FFO1                                     FAX NO. :	                         Sep. 1 2010 013lP1 Pt

                                           Turning l3Iwk, LLC

                                   Membur Information Verifloatlon
                                  for Promlum of Amorlua Moinhera

           To ensure the accuracy of our records and to facililalo future communlcntiofla1
           please provide your preferred contact lnforrnallon below. You may also provide
           thls Information online at	    jJjnot.

           Date :	            ________

           Name: LARRY A HAI<E

           OriginalPurchaser Nurnher ________________ ______

           Social Security or ledumi Tax 1D Numbei: ____________

           Exact dollar amount of most recent dlatribuUon check from
           Premium of America, LLC. $______

           Home Telephone:	                     Wcuk Telophono:

           MobileTelephone: _____________ Facsimile: ______________________

           IrnaItAddress: _____ _____________

           Pro frjrred method of written communication:

               lIpcIrontc Mail; - US Mall; - FAcsimile

           Information we currently have on file. Please Indicate any chanoes In the fields
           provided below:

           P0 BOX 0
           AMiTY, OR 91101

              No Changes Nocossery.

              Corrected information:
   Knox, Shannon A.

   From:                                Peter Casey ]
   Sent:                                Wednesday, SepLombor 01, 2010 6:23 PM
   To:                                  Knox, Shannon A.;
   Cc:                                  Fedder, Steven K,; Leitess, Steven N.; Pulver, Joseph A.
   Subject:                             RE: Premium ol America, LLC v. Turning Block, LLC at al Case No. C-i0 . 1 55311

   Ms. Knox. Per Ihi5 email we have stop all calls on behalf of Turning Block effective as of 5:57pm, EDT 9/1/2010.

  From: Knox, Shannon A. [mailto:Shannon ]
  Sent: Wednesday, September 01, 2010 5:49 PM
  To: Peter Casey;
  Cc Fedcier, Steven K.; Leltess, Steven N.,; Pulver, Joseph A.
  Subject: Premium of America, LLC v. Turning Block, I.LC et al, Case No. C-l0-155311
  Importance: High


  AL 4:57 p.m. this afternoon EDT, Judge Philip T. Caroorn of the Circuit Court for Anne Arundel County
  issued a Temporary Restraining Order prohibiting the Defendants from soliciting Members of
  Premium of America, LLC to accept the Tender Offer dated August 20, 2010 that is the subject of this
  litigation. The solicitation prohibition went into effect immediately and is presently in effect.

 A copy of the Order will be served on you promptly.

 Should you any questions please contact Steven N. Leitess at 410-581-7402.

 Shannon Knox

                                          Experience. Efficiency. Exceptional Results.

Shannon Knox	
                                       Leftess Leitess Friedberg + Fedder PC
                                                                                          10451 MIII Run Circle
                                                                                                   SuIte 1000
                                                                                          BaltImore MD 211 [7

                             	                                                              Tel: 410.581.7405
Shannon. Knox6II11.corn                                                                     Fax: 410581,74 10
vww. IIl( . corn                                                                          Mob: 4430695.0427

 Ilui ii SS'l( coiiLiiiu, toit1idcntipI 1iifi m ytiop i incl is Intended only for ]osenh.izyjlIff.corn, .
5fvgii,FedderIl1Lcom, ,iscRs radlin.coin. pcasey allIanceacJvisorsIIc.corn. Il you 'ire uiot 3oseph.PuIverlIff,corn,
Steven.LeitessUuI.cj. Steven.Fe 	                  rIJ.con , pcasey aIflanceadv1sorsllc.corri you should not r1isseiniriite,
(IiSIIlbuEe or copy (hi; c' iii.iil. PI.i;,o liotily iininedintIy by e-meil if you have received this n . rnaII by rnstnke and
iIi.'kt this e-,lioJI frorri y.iiii .y : ieiii. I -ii,iil Iro,eauiission ';annot be guaraIitcc(I to Ire senre or error-lice as lofornieLiori could be intercepted,
c n I lu1J11'(I, I;I, ile1irryiii, .IrInr riLe Or . iricciriplete. or corituiri virOse5. Knox, Shannon A. tlrerefoie does not accepi Iiah tacariv errorS or
             iii Ijn tj)iiirflS I tIrr iiii• s )n, vzliicli oiisc as a estill ol e-mail ti,isinissjri. II verificatIon I required picer
                                                                                                                                               -	      -

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Ver&on: 9.0.851 /Virus Database: 271.1.1/3106 - fl&easo Date: 09101/10 14:34:00
     Fax scit bp	         7O 3I5 456S	          IJH PINE dOVE LAUDfl         09-13-iti i!:iJ	   P	   1(1

                                                                           PiNE 9OVE LANDFILL

                                                                           PiNE 3RJVE, PA!17O3
                                                                           PHono	 O-345-2T?7
                                                                           Foc 7134i45
                        WASTE MANAEE

              To:                                        !rGIw
              Paiu       :9d ,tV	             _______	            )
                                                         Date:   -9
              Re.CC:                           -______

-	           U UrUent (1 For 1lodnw fl Pkao Comment U Plone ItepTy	           I]      flecyce


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                                                                                                I	     EXHIBIT

Sep 15 10 07:Slo	       HESSE

             PB1M1iJM OPLtMIRCi, 1LC,                                                        INTlIc

                                PLANTJPP,                                  *

             V.                                                            *                 FON.

             TumUNO BLOCI, LLC, ETIL.,                                                       JNNBARUNWL COUNTY

                               D EFENIMNIs.                                *
                                                                                             CAsNo.	         .C-1O-15i1
                  +	      *	        I'	   *    *           4.	       4'	               4'	      4.	     *	                4'

                                                       An. uvir iEGtie iErss

            1, Gene }1ese, testify to the facts and matters set forth hOreilE 	                         -

                       1. 1 am over eighteen (18) years of ago and competent to testily to the matters set

            forth in this affidavit.

                       2. 1am a member ofP eniiwii ofAmeilca, LLC ("POA1.

                       3. 1 received a telephone call from Turning flock, LLC on Monday, September 13,

            2010 soliciting me to sell them my membership interest In POi.

                       I SOL8MNLY APFFRM under the penalties of perjury and to the best of my

            knowledge, iiforineLinn and be1kf that the contents of the foregoing affidavil are tne and



                               2/O                                   c-----r -.-..
                                                                 Gene Hesse



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