Exhibit 10.76

                        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 December 18, 2002, ("Effective Date"), by and between
The MIIX Group, Incorporated, New Jersey State Medical Underwriters, Inc.
("Employer" or "Company") and James Roynan (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 his financial security by permitting him to enter into this
          agreement with Employer to defer his 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

<PAGE>

          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 December 18, 2007,
          provided, however, that distribution shall be accelerated in the event
          Employee separates from service of Employer for any reason prior to
          December 18, 2002. 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 administratively practicable to Participant's estate or
          such other beneficiary as designated by Participant on a Beneficiary
          Designation Form.

1.8.      Manner of Payment. Distributions shall be made in cash by Employer
          except to the extent that Participant elects to receive payment in the
          form of property that was designated as an investment alternative as
          provided in Section 1.6 of this Agreement. In such case, any cash due
          shall be reduced by the fair market value of such in kind payment at
          the time of the distribution.

1.9.      Plan Administration. The Company shall be responsible for the
          administration of the Plan, including any associated costs.

1.10.     Ownership of Assets. All amounts of compensation deferred under the
          Plan, all property and rights purchased with such amounts, and all
          income attributable to such amounts, property, or rights shall remain
          (until made available to Participant) solely the property and rights
          of the Company (without being restricted to the provisions of benefits
          under the Plan) and shall be subject to the claims of the Company's
          general creditors.

1.11.     Limitation of Rights / Employment Relationship. Neither the
          establishment of this Plan nor any modification thereof, nor the
          creation of any fund or account, nor the payment of any benefits,
          shall be construed as giving Participant or any other person any legal
          or equitable right against Employer except as provided in the Plan.

1.12.     Limitation of Assignment. Benefits under the Plan may not be assigned,
          sold, transferred, or encumbered, and any attempt to do so shall be
          void. Participant's


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<PAGE>

          interest in benefits under the Plan shall not be subjected to debts or
          liabilities of any kind and shall not be subject to attachment,
          garnishment, or other legal process.

1.13.     Representations. Employer does not represent or guarantee that any
          particular federal or state income, payroll, personal property, or
          other tax consequence will result from participation in this Plan.
          Participant should consult with professional tax advisors to determine
          the tax consequences of his/her participation.

1.14.     Applicable Law. This Plan shall be construed in accordance with
          applicable federal law and, to the extent otherwise applicable, the
          law of the State of New Jersey.

1.15.     Responsibility for Taxes. Participant is responsible for all federal,
          state, and other taxes assessed on amounts deferred under this Plan.
          Employer shall have the right to withhold or reduce Plan benefits to
          satisfy such withholding obligations, as it may deem necessary to
          ensure proper withholding procedures.

1.16.     Establishment of Trust. In the event of a Change in Control as defined
          in Paragraph 1.19, the Employer shall immediately establish the
          Employee's Trust (the "Trust") and contribute assets to such Trust in
          an amount equal to the Employer's obligations to the Participant under
          this Plan determined as of the date of the Change in Control. Prior to
          such a Change in Control, the Employer may, at its option and in its
          sole discretion, establish such a Trust. Such Trust shall be
          established in accordance with the Internal Revenue Service model
          trust agreement as set forth in Revenue Procedure 92-64.

1.17.     Effect of the Trust. The provisions of the Plan shall govern the
          rights of the Participant to receive distributions pursuant to the
          Plan. The provisions of the Trust shall govern the rights of the
          Participant and the creditors of the Employer to the assets
          transferred to the Trust. The Employer shall at all times remain
          liable to carry out its obligations under the Plan. The Employee's
          obligations under the Plan may be satisfied with Trust assets
          distributed pursuant to the terms of the Trust, and any such
          distribution shall reduce the Employee's obligation under the Plan.

1.18.     Prior Plans and Agreements. This Plan supercedes all prior plans and
          agreements between the Company and the Employee with respect to
          deferred compensation and all sums and investments held under such
          other plans and agreements shall be transferred to this Plan and
          administered under its terms.

1.19.     Definitions. For purposes of Paragraph 1.16, the following capitalized
          words shall have the meanings set forth below:

          1.19.1.   "Change in Control" shall be as defined in Section 3.5 of
                    the Employment Agreement dated as of December 18, 2002 among
                    the MIIX Group, Incorporated, New Jersey State Medical
                    Underwriters, Inc. and James Roynan.


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<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement on one or more
counterparts which, taken together, shall constitute one Agreement, which
Agreement shall be effective as of the date recited above.

THE MIIX GROUP, INCORPORATED


By:________________________________         ____________________________
         Patricia A. Costante                          Date
         Chairman & CEO

NEW JERSEY STATE MEDICAL
UNDERWRITERS, INC.


By:________________________________         ____________________________
         Patricia A. Costante                          Date
         Chairman & CEO

___________________________________         ____________________________
         JAMES ROYNAN                                  Date


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<PAGE>

                        THE MIIX GROUP, INCORPORATED AND
                   NEW JERSEY STATE MEDICAL UNDERWRITERS, INC.

                           Deferred Compensation Plan

                            INVESTMENT ELECTION FORM

--------------------------------------------------------------------------------

Pursuant to the terms of the Non-Qualified Deferred Compensation Agreement
entered into between me, The MIIX Group, Incorporated, and New Jersey State
Medical Underwriters, Inc. effective December 18, 2002 ("Plan"), I hereby revoke
any prior investment designations for the amounts credited to my account balance
under the Plan, and I hereby elect the following investments for amounts
credited to my account. This election is to be effective at the earliest date
permissible under and subject to all of the terms of, the Plan:

Investment Options Percentage of Plan Account:

     1.       Specified Investments*                           $________________
     2.       Unspecified**                                    100%
     3.       ______________________________________           _________________
     4.       ______________________________________           _________________
     5.       ______________________________________           _________________
     Total    ______________________________________           $________________

* Specify Investment:___________________________________________________________
** Therefore earning interest in an amount equal to the consolidated aggregate
investment portfolio yield for The MIIX Group of Companies

Participant's Signature:__________________________________________________

Print Name:_______________________________________________________________

Date:_____________________________________________________________________

Approved:_________________________________________________________________

By:_______________________________________________________________________

Print Name:_______________________________________________________________

Date:_____________________________________________________________________


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<PAGE>

                        The MIIX Group, Incorporated and
                   New Jersey State Medical Underwriters, Inc.
                           Deferred Compensation Plan
                                Election to Defer

Pursuant to the terms of the Non-Qualified Deferred Compensation Agreement
entered into between me, The MIIX Group, Incorporated, and New Jersey State
Medical Underwriters, Inc. effective December 18, 2002, I hereby elect to defer
the following amounts or percentages of compensation:

Salary:  Commencing on _________________________________________________
            In the amount of ___________________________________________________

Bonus:   That will be determined on ________________________________________
            In the amount of ___________________________________________________

Stock Option
Dividend Equivalents:   Commencing on __________________________________________

Participant's Signature:_______________________________________________________

Print Name:_____________________________________________________________________

Date:___________________________________________________________________________

Approved:   The MIIX Group, Incorporated

By:_____________________________________________________________________________

Print Name:_____________________________________________________________________

Date:___________________________________________________________________________

Approved:   New Jersey State Medical Underwriters, Inc.

By:_____________________________________________________________________________

Print Name:_____________________________________________________________________

Date:___________________________________________________________________________


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