PREPARATION OF FINANCIAL REPORTS AS MAY BE
REQUIRED BY ANY GOVERNMENTAL AUTHORITY IN CONNECTION WITH THE ORDINARY CONDUCT
OF THE COMPANY'S BUSINESS, INCLUDING WITHOUT LIMITATION, PERIODIC REPORTS,
RETURNS OR STATEMENTS REQUIRED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (THE "EXCHANGE ACT"), THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), THE SECURITIES AND TAX STATUTES OF ANY JURISDICTION IN WHICH THE
COMPANY IS OBLIGATED TO FILE SUCH REPORTS, OR THE RULES AND REGULATIONS
PROMULGATED UNDER ANY OF THE FOREGOING.
(D)
CAPITAL MARKETS AND INVESTMENT ADVICE AND
ASSISTANCE.
(1)
EQUITY CAPITAL MARKETS.
ADVICE AND
ASSISTANCE RELATING TO EQUITY CAPITAL RAISING TRANSACTIONS, BUT NOT INCLUDING
SOLICITATION OF INVESTORS AS A BROKER, DEALER OR UNDERWRITER IN ANY CAPITAL
RAISING TRANSACTIONS.
(2)
DEBT FINANCING.
ADVICE AND ASSISTANCE
RELATING TO REVOLVING LINES OF CREDIT AND OTHER ISSUANCES OF INDEBTEDNESS.
(3)
INVESTMENT.
ADVICE AND ASSISTANCE RELATING
TO INVESTMENTS AND OTHER GROWTH OPPORTUNITIES AS MAY COME TO THE ATTENTION OF
THE COMPANY OR RMR, INCLUDING WITHOUT LIMITATION, ACQUISITIONS, JOINT VENTURES
AND OTHER BUSINESS EXPANSION TRANSACTIONS.
(E)
CASH MANAGEMENT. ADVICE AND ASSISTANCE IN
(I) OPERATING AND MANAGING THE COMPANY'S COLLECTION SYSTEMS, CONCENTRATION
SYSTEMS AND ELECTRONIC DISBURSEMENTS; (II) MANAGING THE COMPANY'S SHORT-TERM
INVESTMENTS, INCLUDING THE ACQUISITION AND SALE OF MONEY MARKET INSTRUMENTS OR
OTHER TEMPORARY INVESTMENTS IN ACCORDANCE WITH THE COMPANY'S POLICIES; (III)
MAINTAINING BANK ACCOUNTS, INCLUDING OPENING AND CLOSING OF OPERATING, SECURITY
DEPOSITS, LOCAL DEPOSITORY AND PETTY CASH ACCOUNTS; (IV) BANK ADMINISTRATION;
AND (V) MAINTAINING BANK RELATIONSHIPS.
(F)
COMMON SUPPORT SERVICES.
PROVIDE
APPLICABLE COMMON SERVICES, SUCH AS CERTAIN SECRETARIAL SERVICES TO SUPPORT
PERSONNEL OF THE COMPANY AS IS REASONABLY NECESSARY.
(G)
HUMAN RESOURCES.
ADVICE AND ASSISTANCE IN
MANAGEMENT OF THE COMPANY'S 401(K) PLAN, COMPANY EMPLOYEE RECRUITMENT,
PERFORMANCE EVALUATION AND ESTABLISHMENT OF SALARY, BONUS AND OTHER COMPENSATION
SCALES AND EXECUTIVE AND STAFF EMPLOYEE STRUCTURE.
(H)
INSURANCE ADMINISTRATION.
ADVICE AND
ASSISTANCE IN (I) SECURING ALL FORMS OF INSURANCE, INCLUDING PROPERTY, CASUALTY,
WORKERS' COMPENSATION; (II) MANAGING INSURANCE POLICIES; (III) NEGOTIATION OF
PREMIUMS AND ARRANGING PAYMENT TERMS; (IV) MANAGING CLAIMS; AND (V) PREPARATION
OF LOSS ANALYSIS.
THE AMOUNT AND LEVELS OF INSURANCE SHALL BE DETERMINED IN THE
SOLE AND ABSOLUTE DISCRETION OF THE COMPANY.
2
(I)
INVESTOR RELATIONS.
ADVICE AND
ASSISTANCE IN THE PREPARATION AND COORDINATION OF (I) ANNUAL AND QUARTERLY
REPORTS TO SHAREHOLDERS; (II) PRESENTATIONS TO THE PUBLIC; (III) PUBLIC
RELATIONS; (IV) PREPARATION OF MARKETING MATERIALS; (V) INTERNET WEB-SITE; AND
(VI) INVESTOR RELATIONS SERVICES.
(J)
LEGAL.
ADVICE AND ASSISTANCE IN REVIEW
OF AND ADVICE CONCERNING COMPANY CONTRACTS AND AGREEMENTS, COORDINATION AND
SUPERVISION OF ALL THIRD PARTY LEGAL SERVICES AND OVERSIGHT OF PROCESSING OF
CLAIMS BY OR AGAINST THE COMPANY.
(K)
MANAGEMENT INFORMATION SYSTEMS.
(1)
APPLICATIONS DEVELOPMENT.
ADVICE AND
ASSISTANCE RELATED TO DEVELOPMENT AND MAINTENANCE OF COMPANY INFORMATION
TECHNOLOGY SYSTEM APPLICATIONS, INCLUDING, WITHOUT LIMITATION, INTRA-NET,
FINANCIAL, ACCOUNTING AND CLERICAL SYSTEMS.
(2)
TELECOMMUNICATIONS.
ADVICE AND ASSISTANCE
RELATED TO DESIGN, OPERATION AND MAINTENANCE OF NETWORK INFRASTRUCTURE,
INCLUDING TELEPHONE AND DATA TRANSMISSION LINES, VOICE MAIL, FACSIMILE MACHINES,
CELLULAR PHONES, PAGER, ETC.; NEGOTIATION OF CONTRACTS WITH THIRD PARTY VENDORS
AND SUPPLIERS; AND