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                           RECOM MANAGED SYSTEMS, INC.
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EXECUTED VIA FACSIMILE
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February 14, 2003 .

Lowell T. Harmison, Ph.D.
Gallery House
2022 R. Street, N.W.
Washington, D.C. 20009

RE:      Recom Managed Systems, Inc.

Dear Dr. Harmison:

We have appreciated the time you have spent evaluating the technologies of Recom
Managed  Systems,  Inc.  ("Recom").  Your  comments  to us today,  about how far
Recom's  technologies  have  already  developed  over the past few months,  were
heartening.  I am appreciative of your efforts to date and all the time you have
devoted to our efforts.

As  you  know,  Recom  is an  emerging  life  sciences  company  focused  on the
monitoring,  detection  and  researching  of  physiological  signals in order to
prevent medical  complications  and disease that impact an individual's  health.
The current  management believe you would be a valued asset to the team and that
your  insight,  talent,  and  experience  would assist  immeasurably  in Recom's
growth.  Therefore, I would like to extend an offer for you to become the Senior
Advisor to Recom with regard to technological support,  technological  strategy,
product  development,  medical advisory board development,  scientific  advisory
board  development,  and ultimately - after full and complete  productization of
Recom's current  technologies - FDA clearance of its heart  monitoring  devices;
this  would also be along with  other  surrounding  scientific  duties as may be
mutually agreed-upon between you and Recom in the future..

Being the Senior  Advisor to Recom during this time of growth is  exciting.  You
will have the  opportunity  to  participate  in the  development of cutting edge
technology  that  may one day  eliminate  phenomenon  such as heart  attacks,  a
leading cause of death, from the planet.  Notwithstanding any other benefits you
may derive from being associated with such an endeavor,  we realize your time is
valuable.  After careful review:  taking into account Recom's current and future
needs as well as the time  commitment  the  company  will ask of you as a Senior
Advisor, we have developed the following compensation plan:


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          4705 Laurel Canyon Blvd, Second Floor o Studio City, CA 91607
                  Phone 818-432-4560 o Facsimilie 818-432-4566

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<TABLE>
<CAPTION>
<S>                                 <C>
Upon Joining                        Upon joining Recom as a Senior Advisor,  you will be granted options to purchase
                                    36,000 (THIRTY SIX thousand) shares of the company's common stock and granted an
                                    equal number of shares ON THE ANNIVERSARY  DATE OF JOINING RECOM FOR YEARS 1, 2,
                                    AND 3 OF  SERVICE  TO THE  COMPANY  at the  market  price as of the date of this
                                    letter.  These  options  shall vest  quarterly  over EACH YEAR OF SERVICE TO THE
                                    COMPANY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Change In Control                   In the  event  that  ARC  Finance  Group is not the  fifty  one  percent  (51%)
                                    shareholder  of  Recom,  at any  time  subsequent  to the  date of this  letter
                                    (hereinafter  "change in  control"),  and in the event the change in control is
                                    consummated such that ARC voluntarily  divests itself of its shareholdings such
                                                              -----------
                                    that it is no longer in control  over  Recom,  you will  receive an  additional
                                    twenty  thousand   (20,000)  shares  in  excess  of  all  other   consideration
                                    hereunder.

Milestone Bonus                     In the event you meet product  milestones  set by the Recom Board of Directors,
                                    including,  without limitation,  the appropriate  clearances to market and sell
                                    Recom's final  products to the general  public,  you will receive an additional
                                    twenty  thousand   (20,000)  shares  in  excess  of  all  other   consideration
                                    hereunder.  Each  Board  milestone  shall  yield  an  additional  20,000  share
                                    payment to you including  THESE SPECIFIC THREE  MILESTONES:  A) PREPARATION AND
                                    FILING  OF 510K;  B) FDA  APPROVAL  OF THE 510K:  AND C)  MARKET  LAUNCH OF THE
                                    PRODUCT.  This will be  notwithstanding  an event  whereby  you  become a Board
                                    member of Recom, as Recom has consulted with separate  counsel and any conflict
                                    thereon has been waived.

NEW RECOM TECHNOLOGY PLATFORMS      TWO NEW  TECHNOLOGY  PLATFORMS  HAVE  BEEN  DISCLOSED  TO RECOM TO  BROADEN  THE
                                    COMPANY'S  BASE  AND TO MAKE  RECOM  A  STRONGER  LIFE  SCIENCE  COMPANY.  THESE
                                    PLATFORMS  PARALLEL  THE  EXISTING   CARDIO-ELECTROPHYSIOLOGICAL   BASE  TO  THE
                                    CARDIO-CHEMOPHYSIOLOGICAL  BASE AND TO A BROADER  CARDIO/GENERAL  HEALTH  STATUS
                                    PLATFORMS.  THE PLAN AND COMPENSATION  FOR EACH NEW TECHNOLOGY  PLATFORM WILL BE
                                    COMPLETED AND AGREED TO BY JULY 1, 2003.

Cash Consideration                  You shall  receive  $36,000  (thirty  six  thousand  dollars)  per year for your
                                    three-year term at Recom, payable quarterly.
</TABLE>


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         Note  all  compensation  provided  hereunder  will  be  subject  to any
applicable tax withholding requirements.  Of course, this contract is terminable
at the will of either  party.  IF THIS  AGREEMENT IS TERMINATED BY RECOM FOR ANY
REASON OTHER THAN FOR  NEGLIGENCE,  MISCONDUCT,  BREACH OF THE MATERIAL TERMS OF
THIS  AGREEMENT BY YOU, OR A FAILURE BY YOU TO PERFORM IN A  REASONABLE  FASHION
HEREUNDER AS SENIOR ADVISOR, THE REMAINING COMPENSATION OF THE AGREEMENT BECOMES
DUE AND PAYABLE WITHIN 90 DAYS.  Moreover,  Recom's offer is explicitly  made in
reliance  upon your  representations  and warrant that you have guided  start-up
companies such as Recom toward successful medical device or drug productization,
that you have regulatory  experience in these regards, that you are qualified to
guide Recom through these processes, and that you believe Recom represents, owns
and manages a set of  technologies,  non-invasiveness  thereof,  and other facts
that are in your view not  difficult or patently  untenable to move the ultimate
Recom products to the marketplace.  YOU WILL BE INDEMNIFIED BY RECOM AGAINST ANY
AND ALL LEGAL  ACTION  AND  EXPENSES  THAT MAY BE BROUGHT  AGAINST  YOU FROM ANY
SOURCE OTHER THAN FOR  NEGLIGENCE  OR  MISCONDUCT ON YOUR PART WHICH ARISES FROM
THIS AGREEMENT AND/OR FROM HIS SERVICES PROVIDED UNDER THIS AGREEMENT.

Any dispute  hereunder  shall be resolved by binding  arbitration in Los Angeles
County, California before the American Arbitration Association,  and judgment on
any award shall be fully binding and not subject to appeal.

We feel this  compensation  plan aligns your  interest with those of the company
and its  shareholders.  Please bear in mind that any  Advisory  compensation  is
separate from any other  compensation you may receive if selected for additional
positions with Recom or if you become employed by the company in the future. For
example,  any merger,  acquisition,  financing or sale of technologies by you to
Recom would be separately  negotiated in a separate document satisfactory to all
parties.  Any  merger,  acquisition,  financing  or sale  in  general  would  be
separately  negotiated and it is  contemplated  that you would receive  separate
consideration therefore.

If you would like to accept our  invitation  and join our fast pace and  quickly
growing company, please countersign below and the transaction will be completed.
Your signature  below, and initialing ever page of the attachment  hereto,  also
signifies your approval as true and correct of the press release appended hereto
that we shall release to the marketplace on Monday,  February 17, 2003 regarding
our  exciting  alignment  with you  where you will  exclusively  advise on these
critical matters for Recom.


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I thank you in advance for your time and  consideration and look forward to your
addition to the Recom.


Sincerely,

Recom Managed Systems, Inc.

/a/ Marvin Fink
Marvin Fink
Chief Executive Officer


I accept  your  invitation  and agree to the  terms  outlined  herein,  in their
entirety:

/s/ Lowell T. Harmison
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Lowell T. Harmison, Ph.D.