INNOVATIVE CLINICAL SOLUTIONS LTD
10-K, EX-10.24, 2000-06-01
MISC HEALTH & ALLIED SERVICES, NEC
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                                                                 Exhibit 10.24

January 20, 1999

Mr. Bryan Dieter
142 Acorn Lane
Shelburne, VT  05482

Dear Bryan:

We are very pleased to extend an offer of employment to you for the position of
Chief Information Officer, PhyMatrix. The terms are as follows:

         Base Salary:        $200,000

         Bonus Potential:    20% (based on both company and personal performance
                             metrics).

         Equity:             a. 100,000 (initial grant) with 3 year vesting
                             period. The vesting period will be accelerated with
                             material change in control of company.

         Benefits:           Per PhyMatrix policies

         Severance:          A. One year of base compensation for termination
                             without cause; or

                             B. One year base compensation as a result of a
                             material change in responsibilities or reporting
                             relationships.

         Relocation:         1.  Pack and move of household goods.

                             2. Closing costs at sell end, including
                             realtors fees.

                             3. Two house hunting trips for family.

                             5. $10,000 in temporary living expenses for
                             residence, transportation, meals, etc. Receipts for
                             expenses need to be submitted for reimbursement.

                             5. Tax gross up for taxable relocation items.

We are very excited about the prospect of working with you and look forward to
you joining our team.

Best Regards,

Michael Heffernan

I acknowledge and agree to the terms stated above.

Bryan Dieter



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