EXHIBIT 10.11

                         RECOM MANAGED SYSTEMS, INC.

                             2003 NONQUALIFIED
                         STOCK OPTION AND STOCK PLAN

     This Nonqualified Stock Option and Stock Plan was adopted this ____ day
of March 2003, by Recom Managed Systems, Inc., a Delaware corporation, upon
the following terms and conditions:

     1.  Definitions.  Except as otherwise expressly provided in this Plan,
the following capitalized terms shall have the respective meanings hereafter
ascribed to them:

         (a)  "Board" shall mean the Board of Directors of the Corporation;

         (b)  "Code" shall mean the Internal Revenue Code of 1986, as amended;

         (c)  "Consultant" shall mean a person who provides bona fide services
to the Corporation as an independent contractor not in connection with the
offer and sale of securities in a cash raising transaction.

         (d)  "Corporation" means Recom Managed Systems, Inc. and each and all
of any present and future subsidiaries;

         (e)  "Date of Grant" shall mean, for each participant in the Plan,
the date on which the Board approves the specific grant of stock options or
stock to that participant;

         (f)  "Employee" shall be an employee of the Corporation or any
subsidiary of the Corporation;

         (g)  "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

              (i)  If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system
for the last market trading day prior to the time of determination, as
reported in The Wall Street Journal or such other source as the Administrator
deems reliable;

              (ii)  If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean between the high bid and low asked prices for the Common
Stock on the last market trading day prior to the day of determination; or

              (iii)  In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Administrator.

          (h)  "Grantee" shall mean the recipient of a stock option under the
Plan; and

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               (i)  "Shares" shall mean the Corporation's common stock, $.001
par value.

     2.   Purpose.  The purpose of this Nonqualified Stock Option Plan (the
"Plan") is to further the interests of the Corporation and its shareholders by
providing incentives in the form of stock options and stock grants to
employees and consultants who contribute materially to the success and
profitability of the Corporation.  Such stock options and stock grants will be
granted to recognize and reward outstanding individual performances and
contributions and will give selected employees and consultants an interest in
the Corporation parallel to that of the shareholders, thus enhancing their
proprietary interest in the Corporation's continued success and progress.
This program also will enable the Corporation to attract and retain
experienced employees and consultants.

     3.   Shares Reserved for Issuance.  The cumulative total number of shares
which may be subject to options issued and outstanding under this Plan and for
issuance as stock compensation is limited to 500,000 Shares.  This amount
automatically will be adjusted in accordance with Article 21 of this Plan.  If
an option is terminated, in whole or in part, for any reason other than its
exercise, the Board may reallocate the shares subject to that option (or to
the part thereof so terminated) to one or more other options or stock to be
granted under this Plan.

     4.   Administration.  This Plan  will be administered by the Board.  The
Board has the exclusive power to select the participants in this Plan, fix the
awards to each participant, and make all other determinations necessary or
advisable under the Plan, to determine whether the performance of an eligible
person warrants an award under this Plan, and to determine the amount of the
award.  The Board has full and exclusive power to construe and interpret this
Plan, to prescribe, amend and rescind rules and regulations relating to this
Plan, and to take all actions necessary or advisable for this Plan's
administration.  A member of the Board will not be liable for performing any
act or making any determination required by or pursuant to the Plan, if such
act or determination is made in good faith.

     5.   Participants.  Any employee, officer, director or consultant that
the Board, in its sole discretion, designates is eligible to participate in
this Plan.  The Board's designation of a person as a participant in any year
does not require the Board to designate that person to receive an award under
this Plan in any other year or, if so designated, to receive the same award as
any other participant in any year.  The Board may consider such factors as it
deems pertinent in selecting participants and in determining the amount of
their respective awards, including, but without being limited to: (a) the
financial condition of the Corporation; (b) expected profits for the current
or future years; (c) the contributions of a prospective participant to the
profitability and success of the Corporation; and (d) the adequacy of the
prospective participant's other compensation.  The Board, in its discretion,
may grant benefits to a participant under this Plan, even though stock, stock
options, or other benefits previously were granted to him under this or
another plan of the Corporation, whether or not the previously granted
benefits have been exercised.

     6.   Kinds of Benefits.  Awards under this Plan, if any, will be granted
as options to acquire Shares or as the grant of stock.  Shares underlying
options and shares granted as compensation will be restricted or registered as
determined by the Board of Directors in its discretion.

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     7.   Option Grants.  Any option granted under this Plan shall
automatically expire ten years after the Date of Grant or at such earlier time
as may be directed by the Board in the grant of the option.   Each option
shall state the option price, which shall be not less than 85% of the Fair
Market Value per share on the date of grant.

     8.   Exercise of Options.

          (a)  No stock option granted under this Plan may be exercised before
the Grantee's completion of such period of services as may be specified by the
Board on the Date of Grant.  Furthermore, the timing of the exercise of any
option granted under this Plan may be subject to a vesting schedule based upon
years of service or an expiration schedule as may be specified by the Board on
the Date of Grant.  Thereafter, or if no such period is specified subject to
the provisions of subsections (c), (d), (e), (f) and (g) of this Article 8,
the Grantee may exercise the option in full or in part at any time until
expiration of the option.

          (b)  Unless an option specifically provides to the contrary, all
options granted under this Plan shall immediately become exercisable in full
in the event of the consummation of any of the following transactions:

               (i)  A merger or acquisition in which the Corporation is not
the surviving entity;

               (ii)  The sale, transfer or other disposition of all or
substantially all of the assets of the Corporation; or

               (iii)  Any merger in which the Corporation is the surviving
entity but in which fifty percent (50%) or more of the Corporation's
outstanding voting stock is issued to holders different from those who held
the stock immediately prior to such merger.

          (c)   Except as provided in subsections (d), (e) and (f) of this
Article 8, a Grantee cannot exercise an option after he ceases to be an
employee of the Corporation, unless the Board, in its sole discretion, grants
the recipient an extension of time to exercise the option after cessation of
employment.

          (d)   If the employment of a Grantee is terminated by the
Corporation for a cause as defined in subsection (i) of this Article 8, all
rights to any stock option granted under this Plan shall terminate, including
but not limited to the ability to exercise such stock options.

          (e)   If a Grantee ceases to be an employee as a result of
retirement, he may exercise the option within three months after the date on
which he ceases to be an employee (but no later than the stated expiration
date of the option) to the extent that the option was exercisable when he
ceased to be an employee.  An employee shall be regarded as retired if he
terminates employment after his sixty-fifth birthday.

          (f)   If a Grantee ceases to be an employee because of disability
(within the meaning of Section 105(d)(4) of the Code), or if a Grantee dies,
and if at the time of the Grantee's disability or death he was entitled to
exercise an option granted under this Plan, the option can be exercised within
12 months after his death or termination of employment on account of
disability (but no later than the stated expiration date of the option), by

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the Grantee in the case of disability or, in case of death, by his personal
representative, estate or the person who acquired by gift, bequest or
inheritance his right to exercise the option.  Such options can be exercised
only as to the number of shares for which they could have been exercised at
the time the Grantee died or became disabled.

          (g)   With respect to options granted to Board members, the Board
may provide on the Date of the Grant that such options will expire a specified
number of days after such Board member ceases to be a member of the Board.  In
the absence of any such provision, the option will expire on the stated
expiration date of the option.

          (h)   Any stock option granted under the Plan will terminate, as a
whole or in part, to the extent that, in accordance with this Article 8, it no
longer can be exercised.

          (i)   For purposes of this Article 8, "cause" shall mean the
following:

                (1)  Fraud or criminal misconduct;

                (2)  Gross negligence;

                (3)  Willful or continuing disregard for the safety or
soundness of the Corporation;

                (4)  Willful or continuing violation of the published rules of
the Corporation.

     9.   Manner of Exercise

          9.1  Notice.  Options may be exercised only by delivery to the
Corporation of a written stock option exercise agreement (the "Exercise
Agreement") in a form approved by the Board (which need not be the same for
each Grantee), stating the number of shares being purchased, the restrictions
imposed on the shares, if any, and such representations and agreements
regarding Grantee=s investment intent and access to information, if any, as
may be required by the Corporation to comply with applicable securities laws,
together with payment in full of the exercise price for the number of Shares
being purchased.

          9.2  Payment.  Payment for the shares may be made in cash (by check)
or, where approved by the Board in its sole discretion and where permitted by
law: (a) by cancellation of indebtedness of the Corporation to the Grantee;
(b) by surrender of shares of common stock of the Corporation having a Fair
Market Value equal to the applicable exercise price of the option that have
been owned by Grantee for more than six months (and which have been paid for
within the meaning of the Securities and Exchange Commission ("SEC") Rule 144
and, if such shares were purchased from the Corporation by use of a promissory
note, such note has been fully paid with respect to such shares), or were
obtained by Grantee in the open public market; (c) by waiver of compensation
due or accrued to Grantee for services rendered; (d) provided that a public
market for the Corporation=s stock exists, through a "same day sale"
commitment from Grantee and a broker-dealer that is a member of the National
Association of Securities Dealers (an "NASD Dealer") whereby Grantee
irrevocably elects to exercise the option and to sell a portion of the  shares
so purchased to pay for the exercise price and whereby the NASD Dealer

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irrevocably commits upon receipt of such shares to forward the exercise price
directly to the Corporation; (e) provided that a public market for the
Corporation=s stock exists, through a "margin" commitment from Grantee and an
NASD Dealer whereby Grantee irrevocably elects to exercise the option and to
pledge the shares so purchased to the NASD Dealer in a margin account as
security for a loan from the NASD Dealer in the amount of the exercise price,
and whereby the NASD Dealer  irrevocably commits upon receipt of such shares
to forward the exercise price directly to the Corporation; or (f) by any
combination of the foregoing.

    10.  Stock Grants.  The Board, in its sole discretion, may compensate
eligible participants by granting stock to such participants and paying cash
in addition to the stock.  A portion or all of the cash component, if any, may
be deducted from such payment and withheld by the Corporation in order to
satisfy any withholding obligation to which the Corporation may be subject
under any federal, state or local tax law.

    11.  Taxes; Compliance with Law; Approval of Regulatory Bodies.  The
Corporation, if necessary or desirable, may pay or withhold the amount of any
tax attributable to any amount payable or shares deliverable under this Plan
and the Corporation may defer making payment on delivery until it is
indemnified to its satisfaction for that tax.  Shares can be delivered under
this Plan only in compliance with all applicable federal and sate laws and
regulations, including, without limitation, state and federal securities laws,
and the rules of all stock exchanges on which the Corporation's shares are
listed at any time.  Any certificate issued pursuant to this Plan shall bear
such legends and statements as the Board deems advisable to assure compliance
with federal and state laws and regulations.  Shares may not be issued under
this Plan, until the Corporation has obtained the consent or approval of every
regulatory body, federal or state, having jurisdiction over such matters as
the Board deems advisable.

     Specifically, in the event that the Corporation deems it necessary or
desirable to file a registration statement with the Securities and Exchange
Commission or any State Securities Commission, no option granted under the
Plan may be exercised, and shares may not be issued, until the registration
statement has become effective with such commission.

     In the case of the exercise of an option by a person or estate acquiring
by bequest or inheritance the right to exercise such option, the Board may
require reasonable evidence as to the ownership of the option and may require
such consents and releases of taxing authorities as the Board deems advisable.

     12.  Assignability.  Each option granted under this Plan is not
transferable other than by will or the laws of descent and distribution.  Each
option is exercisable during the life of the Grantee only by him.

     13.  Tenure.  A participant's right, if any, to continue to serve the
Corporation as an officer, employee or otherwise, will not be enlarged or
otherwise affected by his designation as a participant under this Plan, and
such designation will not in any way restrict the right of the Corporation to
terminate at any time the employment or affiliation of any participant for
cause or otherwise.



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     14.  Amendment and Termination of Plan.  The Board may alter, amend or
terminate this Plan from time to time without approval of the shareholders.
Any amendment that alters the terms or provisions of an option granted before
the amendment will be effective only with the consent of the participant to
whom the option was granted or the holder currently entitled to exercise it,
except for adjustments expressly authorized by this Plan.

     15.  Expenses of Plan.  The expenses of the Plan will be borne by the
Corporation.

     16.  Duration of Plan.  Options and stock  may only be granted under this
Plan during the ten years immediately following the adoption of the Plan by
the Board.  Options granted during that ten year period will remain valid
thereafter in accordance with their terms and the provisions of this Plan.

     17.  Other Provisions.  Option agreements authorized under the Plan shall
contain such other provisions including, without limitation, restrictions upon
the exercise of the option, as the Board shall deem advisable.

     18.  Indemnification of the Board.  In addition to such other rights of
indemnification as they may have as directors, the members of the Board shall
be indemnified by the Corporation against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any option
granted thereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
the Corporation) or paid by them in satisfaction of a judgment in any such
action, suit or proceeding, except in relation to matters as to which it shall
be adjudged in such action, suit or proceeding that such director is liable
for negligence or misconduct in the performance of his duties.

     19.  Application of Funds.  Proceeds received by the Corporation from the
sale of stock pursuant to options granted under this Plan will be used for
general corporate purposes.

     20.  No Obligation to Exercise Option.  The granting of an option shall
impose no obligation upon the Grantee to exercise such option.

     21.  Adjustment Upon Change of Shares.  If a reorganization, merger,
consolidation, reclassification, recapitalization, combination or exchange of
shares, stock split, stock dividend, rights offering, or other event affecting
shares of the Corporation occurs, then the number and class of shares to which
options are authorized to be granted under this Plan, the number and class of
shares then subject to options previously granted under this Plan, and the
price per share payable upon exercise of each option outstanding under this
Plan shall be equitably adjusted by the Board to reflect such changes.

     22.  Number and Gender.  Unless otherwise clearly indicated in this Plan,
words in the singular or plural shall include the plural and singular,
respectively, where they would so apply, and words in the masculine or neuter
gender shall include the feminine, masculine or neuter gender where
applicable.

     23.  Applicable Law.  The validity, interpretation and enforcement of
this Plan are governed in all respects by the laws of Delaware.

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     24.  Effective Date of Plan.  This Plan shall not take effect until
adopted by the Board.

                                    RECOM MANAGED SYSTEMS, INC.



                                    By__________________________________
                                      Marvin Fink, President

I hereby certify that the foregoing Nonqualified Stock Option and Stock Plan
was approved by the Board of Directors of Recom Managed Systems, Inc. the ____
day of March 2003.


__________________________________________
Secretary





























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