INTELLECTUAL PROPERTY LICENSE AGREEMENT



                  THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (the "Agreement")

is made and entered into as of August 28, 2002 (the "Effective Date"), by and

among New Jersey State Medical Underwriters, Inc. ("Underwriters"), MIIX

Advantage Holdings, Inc. ("MAHI") and MIIX Advantage Insurance Company of New

Jersey ("MANJ").



                                   WITNESSETH:



                  WHEREAS, Underwriters, a wholly-owned subsidiary of The MIIX

Group, Inc. (the "MIIX Group"), is the owner of certain trademarks or service

marks, which may be federally registered or the subject of pending applications

for federal registration, and certain other intangible property, identified in

Schedule A;



                  WHEREAS, MAHI is a holding company incorporated under the New

Jersey Business Corporation Act, that has no material assets or properties other

than the stock of MANJ and a limited amount of working capital to cover

operating expenses;



                  WHEREAS, pursuant to the terms and conditions of a Management

Services Agreement entered into contemporaneously herewith by and among MIIX

Group, Underwriters, MAHI and MANJ (the "Management Agreement"), MIIX Group

and/or Underwriters have agreed to provide certain management services to MAHI

and MANJ in connection with the Insurance Business (as defined below);



                  WHEREAS, MAHI and MANJ were formed to enable MANJ to issue to

(i) certain physicians, osteopaths, surgeons, dentists and podiatrists

(collectively, "Physicians") who are licensed to practice medicine, dentistry or

podiatry in New Jersey and who conduct at least 51% of such practice in New

Jersey and (ii) entities formed for the purpose of such Physicians' practices

which are not wholly-owned by one or more Institutional Providers, as defined in

the Management Agreement (those persons described in clauses (i) and (ii)

collectively referred to as "New Jersey Physicians"), medical professional

liability and associated general liability insurance policies (the "Insurance

Business");



                  WHEREAS, pursuant to the terms and conditions of a

Reimbursement Agreement entered into contemporaneously herewith by and among

MIIX Group, MAHI and MANJ (the "Reimbursement Agreement"), MIIX Group has agreed

to pay certain costs and expenses of MAHI and MANJ in connection with the

organization of the Insurance Business, and MAHI and MANJ have agreed to

reimburse MIIX Group for such costs and expenses;



{PAGE}

                  WHEREAS, pursuant to the terms and conditions of a

Non-Competition and Renewal Rights Agreement entered into contemporaneously

herewith by and among MIIX Group, Underwriters, MIIX Insurance Company ("MIIX

Insurance") and MANJ (the "Renewal Rights Agreement," and collectively with this

Agreement, the Management Agreement and the Reimbursement Agreement, the

"Definitive Agreements"), MIIX Group, Underwriters and MANJ have agreed to

inform the New Jersey Physicians that MIIX Insurance can no longer issue

insurance policies and to advise the New Jersey Physicians than MANJ may issue

new policies provided certain conditions are satisfied;



                  WHEREAS, MAHI and MANJ, as Licensees, desire to use the MIIX

Intellectual Property, as defined herein, in connection with the Insurance

Business; and



                  WHEREAS, Underwriters is willing to grant to Licensees the

right to use the MIIX Intellectual Property, as defined herein, in connection

with the Insurance Business, subject to the terms and conditions of this

Agreement.



                  NOW, THEREFORE, in consideration of the premises and the

mutual covenants contained herein, the parties, intending to be legally bound,

hereby agree as follows:



                                   ARTICLE 1



                                  DEFINITIONS



                  For purposes of this Agreement, certain capitalized terms

shall have the following respective meanings:



                  "Licensee" means either of MAHI or MANJ, and "Licensees" means

MAHI and MANJ, collectively.



                  "MAHI Marks" means all of the trade names, trademarks or

service marks adopted and used by or on behalf of MAHI that include any of the

MIIX Marks.



                  "MAHI Services" means the services, if any, provided by or on

behalf of MAHI relating to the Insurance Business.



                  "MANJ Marks" means all of the trade names, trademarks or

service marks adopted and used by or on behalf of MANJ that include any of the

MIIX Marks.



                  "MANJ Services" means marketing, underwriting and providing

brokerage services relating to the Insurance Business.



                  "MIIX Intellectual Property" means the MIIX Marks, the name

"MIIX" (alone or with any other terms, and any derivations, modifications or

alternate uses thereof) and the domain name and telephone number set forth in

Schedule A.



                  "MIIX Marks" means all of the trademarks and service marks of

Underwriters, which may be the subject of federal registrations or pending

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