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                                                                   EXHIBIT 10.62

                          THE MIIX GROUP, INCORPORATED
                 AND NEW JERSEY STATE MEDICAL UNDERWRITERS, INC.
                        EMPLOYEE RETENTION INCENTIVE PLAN

1.     PURPOSE

       The MIIX Group, Incorporated's (the "Company") financial performance was
       adversely affected during FY 2001 due to unprecedented and unexpected
       losses. While individual performance of many of the staff and executives
       during the year was very good, and would normally merit an annual cash
       bonus, the Company has chosen not to pay such bonuses. Additionally,
       there is no assurance that the annual cash bonus will be paid over the
       next several years as the Company seeks to restructure its operations.

       In light of the current conditions, it is the desire of the Board to
       recognize and retain key employees and to cause them to remain committed
       to the Company. The purpose of this Employee Retention Incentive Plan
       ("the Plan") is to encourage eligible employees of the Company and New
       Jersey State Medical Underwriters, Inc. ("NJSMU") to continue their
       employment with the Company during the restructuring period. This will be
       accomplished through the establishment of a written policy governing the
       circumstances under which incentive payment ("Retention Incentive
       Payment") will be made available to such employees.

       The Retention Incentive Payment offered pursuant to the terms of this
       Plan is not intended to be in lieu of any other annual performance
       incentive plans or arrangements maintained by the Company or NJSMU as
       part of its general compensation programs or described in any employment
       contract or similar instrument entered into between the Company or NJSMU
       and an employee.

2.     ADMINISTRATION

       (a)    The Plan shall be administered by the Compensation Committee of
              the Board of Directors of the Company (the "Committee"). For
              purposes hereof, the Committee is authorized to designate those
              eligible employees who shall participate in the Plan and to
              establish the amount of Retention Incentive Payment to be granted
              to each such participant.

       (b)    Subject to the express provisions of this Plan, the Committee
              shall have sole authority to interpret the Plan (including any
              provisions determined to be ambiguous) and to make all other
              determinations deemed necessary or advisable for the
              administration of the Plan. All determinations and interpretations
              of the Committee shall be final, binding and conclusive as to all
              persons.

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3.     ELIGIBILITY AND PARTICIPATION

       (a)    The Compensation Committee shall review the recommendations of the
              CEO and in the Committee's sole discretion select the covered
              employees from the employees of the Company (including officers)
              who are employed on a full-time basis and actively at work as of
              the Effective Date (as defined below) of the Plan. Employees who
              commence employment with the Company subsequent to the Effective
              Date may be offered participation in the Plan, at the sole
              discretion of the Committee.

       (b)    Each eligible employee who is designated by the Committee as a
              participant in the Plan (a "Covered Employee") shall receive
              written notification of eligibility to participate in the Plan as
              soon as practicable after such designation. Such notification
              shall include the amount of the Retention Incentive Payment and
              the terms under which such incentive will be vested and paid.

       (c)    Senior executives ("Executives") as designated by the Committee
              are eligible to participate in this plan; however, certain of
              these Executives shall have Retention Incentive Payments which
              they would be eligible to receive applied as described in Section
              5(e) below.

4.     AMOUNT OF RETENTION INCENTIVE PAYMENT

       (a)    The Plan shall be administered during the 18-month period
              beginning March 5, 2002 and ending September 5, 2003 (the
              "Retention Cycle").

       (b)    For the Retention Cycle, the Committee shall determine the amount
              of the Retention Incentive Payment to be offered to each Covered
              Employee as a percentage of current base salary. The Retention
              Incentive Payment for the Retention Cycle shall be equal to that
              percentage of a Covered Employee's base salary (excluding shift
              premiums, overtime, incentives, bonuses, or any allowances) at the
              beginning of the Retention Cycle. In determining such percentage,
              the Committee shall be guided by competitive marketplace
              practices, but may in its discretion specify a greater or lesser
              percentage for any Covered Employee. The Covered Employee will be
              entitled to receive the Retention Incentive Payment provided that
              such Covered Employee is vested in the Retention Incentive Payment
              as of the Payment Date (as defined below) of the Retention Cycle.

5.     VESTING & PAYMENT OF RETENTION INCENTIVES

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       (a)    A Covered Employee (who is not an Executive with a stock loan
              outstanding) shall vest in his or her Retention Incentive Payment
              if the Covered Employee continues to be a full-time active
              employee of the Company during the entire period beginning on
              March 5, 2002 and ending on each of September 5, 2002, March 5,
              2003 and September 5, 2003 (each a "Vesting Date"). Payments of
              1/4 of the retention incentive are earned as of September 5, 2002,
              and March 5, 2003 and a payment of1/2of the retention incentive as
              of September 5, 2003, and paid as soon as practicable thereafter.
              Retention Incentive Payments earned by Executives with current
              stock loans outstanding shall vest on March 5, 2002 and September
              5, 2003, provided they have been continuously employed on a full
              time basis since March 5, 2002. Equal payments of1/2of the
              retention incentive are earned as of March 5, 2002 and September
              5, 2003, and paid as soon as practicable thereafter. A Covered
              Employee becomes entitled to a Retention Incentive Payment if, and
              only if, the Covered Employee vests in a Retention Incentive
              Payment.

       (b)    In the event (i) of a Change in Control (as defined below); (ii)
              of an infusion of equity into the Company in an amount exceeding
              $20 million; (iii) the Company is subject to an order of
              rehabilitation or liquidation; and the Covered Employee is
              terminated by the Company without Cause (as defined in Section 6),
              all unvested payments become fully vested and payable as of the
              effective date of the event.

       (c)    Subject to Section 6 below, and unless otherwise agreed to between
              the Company and a Covered Employee, Retention Incentive Payments
              shall be paid to each Covered Employee as a supplemental payment
              accompanying the Covered Employee's pay for the payroll period in
              which the applicable Vesting Date falls, in accordance with the
              normal payroll practices of the Company.

       (d)    "Change in Control" shall mean the occurrence of any of the
              following events:

              1.     the acquisition in one or more transactions by any "Person"
                     (as such term is used for purposes of Section 13(d) or
                     Section 14(d) of the Securities Exchange Act of 1934, as
                     amended (the "34 Act")) but excluding, for this purpose,
                     the Company or its affiliates or any employee benefit plan
                     of the Company or its affiliates, of "Beneficial Ownership"
                     (within the meaning of Rule 13d-3 the 34 Act) of
                     thirty-five percent (35%) or more of the combined voting
                     power of the Company's then outstanding voting securities.

              2.     the individuals who, as of the date hereof, constitute the
                     Board of Directors of the Company (the "Incumbent Board")
                     cease for any reason to constitute at least a majority of
                     the Board; provided,

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                     however, that if the election, or nomination for election
                     by the Company's shareholders, of any new director was
                     approved by a vote of at least a majority of the Incumbent
                     Board, such new director shall be considered as a member of
                     the Incumbent Board, and provided further that any
                     reductions in the size of the Board that are instituted
                     voluntarily by the Incumbent Board shall not constitute a
                     Change in Control, and after any such reduction the
                     "Incumbent Board" shall mean the Board as so reduced;

              3.     a merger or consolidation involving the Company if the
                     shareholders of the Company, immediately before such merger
                     or consolidation, do not own, directly or indirectly,
                     immediately following such merger or consolidation, more
                     than sixty-five percent (65%) of the combined voting power
                     of the outstanding voting securities of the corporation
                     resulting from such merger or consolidation or a complete
                     liquidation or dissolution of the Company or a sale or
                     other disposition of all or substantially all of the assets
                     of the Company; or

              4.     the acceptance by the shareholders of the Company of shares
                     in a share exchange if the shareholders of the Company,
                     immediately before such share exchange, do not own,
                     directly or indirectly, immediately following such share
                     exchange, more than sixty-five percent (65%) of the
                     combined voting power of the outstanding voting securities
                     of the corporation resulting from such share exchange.

       (e)    For purposes of Executives with outstanding stock loan balances,
              all Retention Incentive Payments made pursuant to this Plan shall
              be applied first against the Executive's outstanding loan balance
              with the remainder payable to the Executive. The specific
              provisions governing this section are contained in the Stock Loan
              Repayment Agreement dated as of March 5, 2002.

6.     TERMINATION OF EMPLOYMENT

       (a)    In the event a Covered Employee is terminated by the Company
              without Cause (as defined below) and not as the result of a Change
              in Control during the Retention Cycle, the Covered Employee shall
              be entitled to receive a Retention Incentive Payment for the
              Retention Cycle.

       (b)    In the event a Covered Employee voluntarily terminates employment
              with the Company during a Retention Cycle or gives notice of such
              voluntary termination, or employment is terminated by the Company
              for Cause, such Covered Employee shall not vest in and shall
              forfeit such employee's rights to the unvested and unpaid
              Retention Incentive Payment.

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       (c)    The Company shall have "Cause" to terminate a Covered Employee's
              (other than an employee who has an employment agreement with the
              Company) employment as a result of any of the following: (i) the
              willful engaging by the Employee in conduct which is materially
              injurious to or contrary to the best interests of the Company,
              monetarily or otherwise; (ii) the willful failure by the Employee
              to perform such duties as may be delegated or assigned to the
              Employee by the Chief Executive Officer or such other superior
              officer of the Company; (iii) the willful failure by the Employee
              to follow the directives or instructions of the Chief Executive
              Officer or such other superior officer of the Company; or (iv) the
              repeated and consistent failure of the Employee to be present at
              work and devote his full time best efforts to the performance of
              his duties; (v) gross negligence in the performance of his duties
              on behalf of the Company; (vi) the Employee's conviction of, or
              plea of no contest to, a felony or any crime involving moral
              turpitude. In the case of a Covered Employee who has an employment
              agreement with the Company, the Company shall have "Cause" to
              terminate such employee as specified in the employment agreement.

7.     PLAN FUNDING

       (a)    Except insofar as the Committee may determine otherwise, each
              Covered Employee shall have no right, title, or interest
              whatsoever in or to any investments which the Company may make to
              aid it in meeting its obligations hereunder. Nothing contained in
              the Plan, and no action taken pursuant to its provisions, shall
              create or be construed to create a trust of any kind, or a
              fiduciary relationship between the Company and the Covered
              Employee or any other person. To the extent that any person
              acquires a right to receive payments from the Company under this
              Plan, such right shall be no greater than the right of an
              unsecured general creditor of the Company. All payments to be made
              in cash hereunder shall be paid from the general funds of the
              Company and no special or separate fund shall be established and
              no segregation of assets shall be made to assure payments of such
              amounts.

       (b)    The Committee may, in its sole discretion, arrange for the
              establishment of a trust to hold assets to be used to satisfy the
              Company's obligations arising under the Plan, which trust shall
              specify that its corpus may not be applied for any other purpose,
              including the satisfaction of the claims of the Company's
              creditors. If a trust is established and funded for this purpose,
              assets remaining in the trust subsequent to the payment of all
              benefits due to Covered Employees pursuant to the Plan shall be
              returned to the Company.

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8.     GENERAL PROVISIONS

       (a)    With respect to words used in this Plan, the singular form shall
              include the plural form, the masculine gender shall include the
              feminine gender, and vice-versa, as the context shall require.

       (b)    Payments under this Plan shall not constitute salary for the
              purpose of any benefit plan unless otherwise provided for in such
              plan of the Company and shall be paid by the Company from the
              general assets of the Company; PROVIDED that no director, officer
              or employee of the Company shall be personally liable in the event
              the Company is unable to make any payments under this Plan due to
              a lack of, or inability to access, funding or financing, legal
              prohibition (including statutory, regulatory or judicial
              limitations) or failure to obtain any required consent.

       (c)    Payments under this Plan are subject to federal, state and local
              income tax withholding and all other applicable federal, state and
              local taxes. The Company shall withhold, or cause to be withheld,
              from any payments made hereunder all applicable federal, state and
              local withholding taxes and may require the employee to file any
              certificate or other form in connection therewith.

       (d)    Nothing contained herein shall give any employee the right to be
              retained in the employment of the Company or any successor, or
              affect the Company's right to dismiss any employee at will.

       (e)    This Plan is not a term or condition of any individual's
              employment and no employee shall have any legal right to payments
              hereunder except to the extent all conditions relating to the
              receipt of such payments have been satisfied in accordance with
              the terms of this Plan as set forth herein.

       (f)    Nothing contained herein shall give an employee any right to any
              employee benefit upon termination of employment with the Company,
              except as required by law or provided by the terms of another
              employee benefit plan document relating to the treatment of former
              employees generally.

       (g)    No person having a benefit under this Plan may assign, transfer or
              in any other way alienate the benefit, nor shall any benefit under
              this Plan be subject to garnishment, attachment, execution or levy
              of any kind.

9.     APPLICABLE LAW

       This Plan and all actions taken under it shall be governed as to
       validity, construction, interpretation and administration by the laws of
       the State of New

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       Jersey (without reference to principles of conflict of law) and
       applicable federal law.

10.    AMENDMENT OR TERMINATION

       The Board of Directors of the Company may amend, suspend or terminate the
       Plan or any portion thereof at any time; PROVIDED, however, that unless
       the written consent of a Covered Employee is obtained, no such amendment
       or termination shall adversely affect the rights of such Covered
       Employee.

11.    EFFECTIVE DATE

       The MIIX, Incorporated and New Jersey State Medical Underwriters, Inc.
       Employee Retention Incentive Plan became effective on March 5, 2002.

                          The MIIX Group, Incorporated

                          By:
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                          Print Name:
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                          Title:
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                          New Jersey State Medical Underwriters, Inc.

                          By:
                             --------------------------

                          Print Name:
                                     ------------------

                          Title:
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