Exhibit 10.19

                                     CFO 911
                             Accounting and Finance
                                    Solutions

                                The Scope Letter

         The scope of the Agreement (the "Agreement") dated December 10, 2003 by
and between CFO 911 (the "Advisor") and Recom Managed Systems, Inc. (the
"Company") is limited to the details herein. The tasks to be performed as
delineated herein are to be completed within the term of the Agreement. The
scope of the Agreement may only be modified by written consent of both the
Advisor and the Company.

         The tasks are as follows:

1.       Review accounting functions and systems and make appropriate
         recommendations for improvement, as necessary.

2.       Prepare and/or review financial statements, as necessary.

3.       Prepare and review the financial modeling methods of the Company,
         especially for stock option valuation and disclosure.

4.       Prepare and/or review SB-2 filing. 5. Prepare the 10-K filing:

         o        Preparation and documentation for the year-end audit

         o        Creation of the critical accounting policies

         o        MD&A analysis

         o        Full Note disclosure to the financial statements

         o        Part II stock information disclosure

         o        Quantitative and qualitative analysis of market risk

6.       Create and make appropriate recommendations concerning internal control
         procedures and accounting policies.

7.       Prepare the accounting and corporate documentation for the internal
         control and financial procedures.

8.       Train the permanent CFO on the procedures and policies as well as the
         SB-2 and 10-K filings.

9.       As part of the services performed, CFO 911 will sign as the acting
         Chief Financial Officer of the Company for the term of the engagement.
         As such, CFO 911 will perform the necessary and appropriate due
         diligence of the Company's procedures, controls and advisors and
         personnel.

AGREED TO AND ACCEPTED THIS 18th DAY OF December, 2003

CFO 911                                 Recom Managed Systems, Inc.
By: /s/ Charles K. Dargan II            By: /s/ Marvin H. Fink
Name: Mr. Charles K. Dargan II          Name: Marvin H. Fink
Title: Principal                        Title: Chief Executive Officer
Date: December 18, 2003                 Date: December 18, 2003



<PAGE>

                                     CFO 911
                             Accounting and Finance
                                    Solutions

                           Recom Managed Systems, Inc.

                              Engagement Agreement
--------------------------------------------------------------------------------

Advisor                          CFO 911 will be the exclusive accounting and
                                 financial advisor ("Advisor") responsible
                                 for completion of the project during the
                                 engagement (the "Agreement").

Role                             To review the accounting functions and
                                 systems, financial reporting and the filing
                                 of SEC documents of Recom Managed Systems,
                                 Inc. (the "Company") and to make appropriate
                                 recommendations to facilitate and improve
                                 those functional areas. Further, CFO 911
                                 will be the acting Chief Financial Officer
                                 of the Company for the term of this
                                 Agreement. Such assignments are delineated
                                 in the Scope Letter, which is a separate
                                 agreement. Specific functions include, but
                                 are not limited to:

                                 Financial Statements
                                 Accounting and Stock Ledgers
                                 Appropriate Financial and Stock Option Modeling
                                 10K and SB-2 Filings
                                 Internal Controls and Documentation
                                 Training of permanent CFO


Term                             90 days, with a 30-day extension as agreed
                                 to by the Advisor and the Company.


Fees:                            For advisory services performed compensation
                                 shall be as follows:

                                 $7,500 upon signing of this Agreement, which
                                 shall be the first installment for the SB-2
                                 and includes the due diligence and review of
                                 the Company's accounting procedures and
                                 books and records in order to meet the SEC
                                 requirements for signing as the Chief
                                 Financial Officer.

                                 $7,500 upon the filing of the SB-2.

                                 $15,000 upon the filing of the 10-K, which
                                 includes preparation and documentation for
                                 the auditors, stock option valuation
                                 modeling, creation of critical accounting
                                 policies for disclosure purposes, MD&A
                                 analysis, full Note disclosure for the
                                 financial statements, Part II stock
                                 information disclosure and any other
                                 documentation required.




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<PAGE>


                                 $5,000 for internal control procedures and
                                 accounting department policies. (These
                                 services are subject to the Company choosing
                                 to use CFO 911 to provide such services)

                                 $5,000 for internal control documentation
                                 adapted to the necessary Company
                                 specifications. (These services are subject
                                 to the Company choosing to use CFO 911 to
                                 provide such services)

                                 At the end of the initial term of the
                                 engagement, the assignment and fees will be
                                 reviewed and adjusted for the remaining
                                 scope of the work to be performed.

Expenses                         Reimbursement of all out-of-pocket expenses
                                 (including fees and disbursements of
                                 professionals such as legal counsel, if
                                 required).

Indemnification                  Customary indemnification normally accorded
                                 to accounting and financial advisors shall
                                 hold harmless the Advisor from any losses,
                                 claims or damages resulting from the
                                 Advisor's services, except for the liability
                                 as delineated in the Chief Financial Officer
                                 certification requirements of
                                 Sarbanes-Oxley. A separate indemnification
                                 agreement shall be executed in a form
                                 satisfactory to the Advisor.

                                 In the event the Advisor is called to
                                 testify, provide legal support or be a
                                 witness on behalf of the Company for any
                                 event at any time, all legal expenses and
                                 professional time will be reimbursed by the
                                 Company.

Arbitration                      Any dispute between the Advisor and the
                                 Company regarding the construction or
                                 application of the Agreement and the related
                                 services will, upon a written request, be
                                 submitted to arbitration, and this
                                 arbitration shall comply with and be
                                 governed by the provisions of the American
                                 Arbitration Association and shall take place
                                 in Los Angeles, California. The prevailing
                                 party shall be entitled to attorney fees and
                                 costs incurred in connection with any such
                                 dispute.

Governing                        Law This Agreement shall be governed by the
                                 laws of the State of California. Further, no
                                 change or modification of this Agreement
                                 shall be valid or binding unless such change
                                 or modification shall be in writing.



                                    3
<PAGE>

AGREED TO AND ACCEPTED THIS 18thDAY OF December, 2003

CFO 911                                 Recom Manged Systems, Inc.

By: /s/ Charles K. Dargan II            By: /s/ Marvin H. Fink
Name: Mr. Charles K. Dargan II          Name: Marvin H. Fink
Title:  Principal                       Title:  Chief Executive Officer
Date:  December 18, 2003                Date:  December 18, 2003





                                       4
<PAGE>

                                     CFO 911

                             Accounting and Finance
                                    Solutions

                            The Scope Letter Addendum

         This Addendum which adds to, but does not change, the original scope of
the Agreement (the "Agreement") dated December 18, 2003 by and between CFO 911
(the "Advisor") and Recom Managed Systems, Inc. (the "Company") is limited to
the details herein. The tasks to be performed as delineated herein are to be
completed within the term of the Agreement. The scope of the Agreement may only
be modified by written consent of both the Advisor and the Company.

         The additional tasks are as follows:

         10.      Rebuild the financial statements for 2001, 2002 and the nine
                  months ended September 30, 2003 and create the appropriate
                  accounting audit back-up, as necessary.

         2.       Prepare and build the financial statements from QuickBooks for
                  the 2003 10-KSB audit. Further, create the appropriate
                  accounting records and filing system for that audit. Update
                  the QuickBooks entries as necessary.

AGREED TO AND ACCEPTED THIS 23rd DAY OF January, 2004

CFO 911                                 Recom Managed Systems, Inc.

By: /s/ Charles K. Dargan II            By: /s/ Marvin H. Fink
Name: Mr. Charles K. Dargan II          Name: Marvin H. Fink
Title:   Principal                      Title:   Chief Executive Officer
Date:  January 23, 2004                 Date:  January 23, 2004




                                       5
<PAGE>

                                     CFO 911
                             Accounting and Finance
                                    Solutions

                           Recom Managed Systems, Inc.

                          Engagement Agreement Addendum
--------------------------------------------------------------------------------

Advisor                             CFO 911 will be the exclusive accounting and
                                    financial advisor ("Advisor") responsible
                                    for completion of the project during the
                                    engagement (the "Agreement"). Such Agreement
                                    is modified as delineated in this Addendum
                                    ("Addendum"). All other terms and conditions
                                    remain the same unless specifically modified
                                    in this Addendum

Role                                Additional responsibilities will include
                                    rebuilding the financial statements of Recom
                                    Managed Systems, Inc. (the "Company") for
                                    2001, 2002 and the nine months ended
                                    September 30, 2003 and creating the
                                    appropriate accounting audit back-up, as
                                    necessary. CFO 911 will also help to prepare
                                    the accounting information and financial
                                    statements from the Company's QuickBooks
                                    accounting software and will help prepare
                                    the accounting books and records for the
                                    10-KSB audit. Such assignments are
                                    delineated in the Scope Letter Addendum,
                                    which is a separate agreement.

Term                                90 days, with a 30-day extension as agreed
                                    to by the Advisor and the Company.

Fees:                               For the additional advisory services
                                    performed compensation shall be as follows:

                                    $7,500; one half ($3,750) due upon the
                                    signing of this Addendum and the final
                                    $3,750 due when the audit field work for the
                                    10-KSB is finished.

Expenses                            Reimbursement of all out-of-pocket expenses
                                    (including fees and disbursements of
                                    professionals such as legal counsel, if
                                    required).

AGREED TO AND ACCEPTED THIS 23rd DAY OF January, 2004

CFO 911                                 Recom Manged Systems, Inc.

By: /s/ Charles K. Dargan II            By:  /s/ Marvin H. Fink
Name: Mr. Charles K. Dargan II          Name: Marvin H. Fink
Title:  Principal                       Title:  Chief Executive Officer
Date:  January 23, 2004                 Date:  January 23, 2004




                                       6
<PAGE>

                                     CFO 911
                             Accounting and Finance
                                    Solutions

                                The Scope Letter

         The scope of the Agreement (the "Agreement") dated March 22, 2004 by
and between CFO 911 (the "Advisor") and Recom Managed Systems, Inc. (the
"Company") is limited to the details herein. The tasks to be performed as
delineated herein are to be completed within the term of the Agreement. The
scope of the Agreement may only be modified by written consent of both the
Advisor and the Company.

         The tasks are as follows:

11.      Prepare and/or review the Company's financial statements, as necessary.

12.      Prepare the March 31, 2004 10-QSB filing, including the financial
         statements and notes to the financial statements.

13.      As part of the services performed, CFO 911 will sign as the acting
         Chief Financial Officer of the Company for the term of the engagement.
         As such, CFO 911 will perform the necessary and appropriate due
         diligence of the Company's procedures, controls and advisors and
         personnel.

         Caveats:

1.       The Company's books and records shall be in good working condition and
         working order. Further, all of the equity transactions and/or other
         corporate transactions shall have been disclosed to CFO 911 as of this
         date, March 22, 2004. Any such transactions that have not been
         disclosed or that require additional work are outside of the scope of
         this Agreement. Such changes are subject to modifications of the
         Agreement and increased fee adjustments.

2.       The scope of this Agreement also assumes that there will not be any
         changes to the accounting practices and procedures from the 10-KSB
         audit. Such changes are outside of the scope of this agreement and are
         subject to modifications of the Agreement and increased fee
         adjustments.

AGREED TO AND ACCEPTED THIS 22nd DAY OF MARCH 2004

CFO 911                                         Recom Managed Systems, Inc.

By: /s/ Charles K. Dargan II                    By:  /s/ Marvin H. Fink
Name: Mr. Charles K. Dargan II                  Name: Mr. Marvin Fink
Title:   Principal                              Title: Chief Executive Officer
Date:  March 22, 2004                           Date: March 22, 2004





                                       7
<PAGE>

                                     CFO 911
                             Accounting and Finance
                                    Solutions

                           Recom Managed Systems, Inc.

                              Engagement Agreement
--------------------------------------------------------------------------------

Advisor                             CFO 911 will be the exclusive accounting and
                                    financial advisor ("Advisor") responsible
                                    for completion of the project during the
                                    engagement (the "Agreement").

Role                                To implement the filing of first quarter,
                                    March 31, 2004 10-QSB of Recom Managed
                                    Systems, Inc. (the "Company"). Further, CFO
                                    911 will be the acting Chief Financial
                                    Officer of the Company for the term of this
                                    Agreement. Such assignments are delineated
                                    in the Scope Letter, which is a separate
                                    agreement. Specific functions include, but
                                    are not limited to:

                                    10-QSB Financial Statements
                                    Accounting and Stock Ledgers

Term                                60 days, with any extension as necessary and
                                    as agreed to by the Advisor and the Company.


Fees:                               For advisory services performed compensation
                                    shall be as follows:

                                    $7,500 upon signing of this Agreement, and
                                    $7,500 upon the filing of the 10-QSB.

                                    At the end of the initial term of the
                                    engagement, the assignment and fees will be
                                    reviewed and adjusted for the any additional
                                    scope of the work to be performed.

Expenses                            Reimbursement of all out-of-pocket expenses
                                    (including fees and disbursements of
                                    professionals such as legal counsel, if
                                    required).

Indemnification                     Customary indemnification normally accorded
                                    to accounting and financial advisors shall
                                    hold harmless the Advisor from any losses,
                                    claims or damages resulting from the
                                    Advisor's services, except for the liability
                                    as delineated in the Chief Financial Officer
                                    certification requirements of
                                    Sarbanes-Oxley. A separate indemnification
                                    agreement shall be executed in a form
                                    satisfactory to the Advisor.



                                       8
<PAGE>

                                    In the event the Advisor is called to
                                    testify, provide legal support or be a
                                    witness on behalf of the Company for any
                                    event at any time, all legal expenses and
                                    professional time will be reimbursed by the
                                    Company.

Arbitration                         Any dispute between the Advisor and the
                                    Company regarding the construction or
                                    application of the Agreement and the related
                                    services will, upon a written request, be
                                    submitted to arbitration, and this
                                    arbitration shall comply with and be
                                    governed by the provisions of the American
                                    Arbitration Association and shall take place
                                    in Los Angeles, California. The prevailing
                                    party shall be entitled to attorney fees and
                                    costs incurred in connection with any such
                                    dispute.

Governing                           Law This Agreement shall be governed by the
                                    laws of the State of California. Further, no
                                    change or modification of this Agreement
                                    shall be valid or binding unless such change
                                    or modification shall be in writing.

AGREED TO AND ACCEPTED THIS 22nd DAY OF MARCH 2004

CFO 911                                 Recom Manged Systems, Inc.

By: /s/ Charles K. Dargan II            By: /s/ Marvin H. Fink
Name: Mr. Charles K. Dargan II          Name: Mr. Marvin Fink
Title:  Principal                       Title: Chief Executive Officer
Date:  March 22, 2004                   Date: March 22, 2004


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