THE MIIX GROUP, INCORPORATED AND

                   NEW JERSEY STATE MEDICAL UNDERWRITERS, INC.



                           DEFERRED COMPENSATION PLAN



The Non-Qualified Deferred Compensation Agreement ("Agreement" or "Plan") is

entered into and effective March 19, 2002 ("Effective Date"), by and between The

MIIX Group, Incorporated, New Jersey State Medical Underwriters, Inc.

("Employer" or "Company") and Verice Mason (hereinafter sometimes referred to as

"Employee" or "Participant").



WITNESSETH THAT:



In consideration of the agreements hereinafter contained the parties hereto

agree as follows:



1.1.    ESTABLISHMENT OF PLAN. Employer hereby establishes this Deferred

        Compensation Plan which shall become effective as of the date selected

        by Employer. The Plan shall be maintained for the exclusive benefit of

        Employee.



1.2.    NATURE OF PLAN. The Plan is intended to be and at all times shall be

        interpreted and administered so as to qualify as an unfunded plan of

        deferred compensation for purposes of the Internal Revenue Code of 1986,

        as amended, and regulations thereunder, and the Employee Retirement

        Income Security Act of 1974.



1.3.    PURPOSE OF PLAN. The purpose of this Plan is to enable Employee to

        enhance her financial security by permitting her to enter into this

        agreement with Employer to defer her compensation and receive benefits

        in a future year.



1.4.    APPLICABLE COMPENSATION. Elections to defer compensation shall be made

        with respect to compensation not yet earned. In the case of bonuses or

        other nonperiodic payments, such compensation shall be treated as earned

        no earlier than the day on which the amount payable has been determined.

        In the case of periodic payments such as salary, such compensation shall

        be treated as earned no earlier than the day prior to the day on which

        the service period giving rise to the salary has commenced. In the case

        of Dividend Equivalents (awarded pursuant to The MIIX Group,

        Incorporated Amended and Restated 1998 Long Term Incentive Equity Plan)

        converted into cash, such compensation shall be treated as earned no

        earlier than the day prior to the day on which such Dividend Equivalents

        are credited to the account maintained on behalf of the Participant

        under Sections 6.4 and 9.3 of the Equity Plan.



1.5.    DEFERRAL OF COMPENSATION. Employee shall make an irrevocable election to

        defer compensation to be paid by Employer by the signing of an Election

        to Defer in the form approved by Employer. Deferrals under such

        elections shall be effective on the date the Election to Defer is

        properly completed by Employee and accepted by



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        Employer. Employer shall acknowledge receipt of Employee's deferral

        election by signing the Election to Defer and returning it to Employee

        within 14 days of receipt.

1.6.    EARNINGS. Interest shall be credited monthly by Employer on amounts

        deferred under this Plan at a rate of return equal to the aggregate

        investment portfolio yield for The MIIX Group of Companies or, if

        applicable, the return directly associated with any specific investment

        alternatives chosen by Employee and approved by Employer, including, but

        not limited to, any income (loss) and realized and unrealized gains

        (losses). Employee may change selected investment alternatives on a

        prospective basis only.



1.7.    COMMENCEMENT OF DISTRIBUTIONS. Distribution of benefits to Participant

        under the Plan shall commence no earlier than March ___, 2007, PROVIDED,

        HOWEVER, that distribution shall be accelerated in the event Employee

        separates from service of Employer for any reason prior to March ___,

        2007. In such event, Plan benefits shall commence within 60 days after

        such separation from service. Notwithstanding the foregoing, if

        Participant dies prior to the time his/her benefits under this Plan have

        been distributed in full, any remaining portion of benefits yet to be

        distributed under this Plan shall be distributed as soon as

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