Alpha Medical, Inc., f.k.a. Alpha Medical Management, Inc. - Page 5

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          million-dollar-plus salary to manage National Medical Equipment             
          California Home Health Care Division.  Rogers turned down that              
          job offer because he did not want to move to California.                    
          C.  Petitioner's Divisions and Management Team                              
               1.  The Financial Division                                             
               Petitioner is divided into two divisions:  The financial               
          division and the clinical and operations division.  The financial           
          division provides a complete array of accounting services for               
          petitioner's clients, including the review of each client's                 
          expenditures to insure that they are reimbursable by Medicare.              
          Rayburn H. Tankersly (Tankersly), a certified public accountant,            
          has been petitioner's senior vice president of finance and chief            
          financial officer in charge of the financial division since                 
          October 1988, when he began working for petitioner.  Tankersly              
          has been in the medical accounting field since 1969.  Tankersly             
          was hired, in part, to help Rogers make technical decisions                 
          dealing with Medicare regulations.  Tankersly provides strategic            
          focus for petitioner's financial division.  He assists in                   
          strategic planning for clients, develops and maintains client               
          relationships, provides financial guidelines to clients, and                
          ensures proper staffing for the financial division.  Tankersly              
          worked 10 to 12 hours a day in 1990.                                        
               Tim Stees (Stees), a certified public accountant, has been             
          petitioner's vice president of finance since late 1989.  Stees              
          coordinates tax return preparation, participates in strategic               



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