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                                                                   Exhibit 10.28

                  NEW JERSEY STATE MEDICAL UNDERWRITERS, INC.

                           DEFERRED COMPENSATION PLAN

                           AMENDMENT AND RESTATEMENT

The Non-Qualified Deferred Compensation Agreement ("Agreement" or "Plan") 
originally entered into and effective 11/1/96 ("Effective Date"), by  and 
between New Jersey State Medical Underwriters, Inc. ("Employer" or 
"Corporation") and Daniel Goldberg (hereinafter sometimes referred to as 
"Employee" or "Participant"), is hereby amended and restated in its entirety. 
The purpose of this amendment and restatement is to provide Employee greater 
choice of investment alternatives and to extend the deferral period for 
previously deferred amounts in consideration of an increase to the deferral 
account balance of the Employee.

WITNESSETH THAT:

In consideration of the agreements hereinafter contained the parties hereto 
agree as follows:

1.1  EFFECTIVE DATE OF AMENDMENT AND RESTATEMENT. Employer hereby amends and
     restates the Non-Qualified Deferred Compensation Agreement to be effective
     December 31, 1998.

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.

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 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 total rate of return for the Medical Inter-Insurance
     Exchange of New Jersey 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.

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1.7    EMPLOYER CONTRIBUTION. In consideration for the extension of the initial
       distribution date for Plan benefits, Employer shall increase the account
       balance of Employee under this Plan by an amount that reflects the amount
       the account balance would have been if the prior deferrals under the Plan
       had been invested at a rate of return equal to the aggregate investment
       portfolio total rate of return for the Medical Inter-Insurance Exchange
       of New Jersey.

1.8    COMMENCEMENT OF DISTRIBUTIONS. Distribution of benefits to Participant
       under the Plan shall commence no earlier than January 15, 2004 provided,
       however, that distribution shall be accelerated in the event Employee
       separates from service of Employer for any reason prior to January 15,
       2004. 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 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.

1.9    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.

1.10   PLAN ADMINISTRATION. The Corporation shall be responsible for the
       administration of the Plan, including any associated costs.

1.11   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
       Corporation (without being restricted to the provisions of benefits under
       the Plan) and shall be subject to the claims of Corporation's general
       creditors.

1.12   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.

1.13   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 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.

1.14   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 or her participation.

1.15   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.
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1.16    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.

1.17    ESTABLISHMENT OF TRUST. In the event of a Change in Control or a Change 
        in Position 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 or the Change in Position. Such Trust shall be 
        established in accordance with the Internal Revenue Service model trust 
        agreement as set forth in Revenue Procedure 92-64.

1.18    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 Employer'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 Employer's 
        obligation under Plan.

1.19    DEFINITIONS. For purposes of Paragraph 1.17, the following capitalized 
        words shall have the meanings set forth below:

1.19.1  "CHANGE IN CONTROL" shall be as defined in Section 1.5 of the 
        Employment Agreement dated as of October 9, 1998 among the MIIX Group, 
        Incorporated, New Jersey State Medical Underwriters, Inc. and Daniel 
        Goldberg.

1.19.2  "CHANGE IN POSITION" shall mean (a) a change in the title, nature or 
        status of responsibilities and reporting obligations of the 
        Participant; (b) a reduction by the Employer in the Participant's 
        annual base salary; or (c) a failure by the Employer to increase the 
        Participant's compensation at a rate commensurate with that of other 
        key executives of the Employer.

IN WITNESS WHEREOF, the parties have executed this Amendment and Restatement to
The Non-Qualified Deferred Compensation Agreement ("Agreement" or "Plan")
originally entered into and effective 11/1/96 ("Effective Date"), by and between
New Jersey State Medical Underwriters, Inc. ("Employer" or "Corporation") and
Daniel Goldberg, to be effective on the date cited above.

WITNESS:


/s/ Vincent Maressa                                        12/31/98
-------------------------------------------        ----------------------------
New Jersey State Medical Underwriters, Inc.        Date
By:


/s/Daniel Goldberg                                         12/31/98
-------------------------------------------        ----------------------------
Daniel Goldberg                                    Date

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                  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 and New Jersey State Medical Underwriters, Inc. on 
November 1, 1996, as amended, 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    February 16, 1999
                                        -----------------------------
          In the amount of              Total in excess of $25,000
                                        -----------------------------


Participant's Signature:      /s/ Daniel Goldberg
                              --------------------------------------------

Print Name:                   Daniel Goldberg
                              --------------------------------------------

Date:                         12/31/98
                              --------------------------------------------


Approved:                     NEW JERSEY STATE MEDICAL UNDERWRITERS, INC.
                              --------------------------------------------

By:                           /s/ Vincent Maressa
                              --------------------------------------------

Print Name:                   Vincent Maressa
                              --------------------------------------------

Date:                         12/31/98
                              --------------------------------------------
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                  NEW JERSEY STATE MEDICAL UNDERWRITERS, INC.

                           DEFERRED COMPENSATION PLAN

                            INVESTMENT ELECTION FORM
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Pursuant to the terms of the Non-Qualified Deferred Compensation Agreement 
entered into between me and New Jersey State Medical Underwriters, Inc. on 
November 1, 1996, as amended ("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.     CERTAIN SPECIFIED REAL ESTATE HELD FOR RENTAL AND INVESTMENT.*   $
       --------------------------------------------------------------   --------
2.     UNSPECIFIED.**                                                      100%
       --------------------------------------------------------------   --------

3.     --------------------------------------------------------------   --------

4.     --------------------------------------------------------------   --------

5.     --------------------------------------------------------------   --------

Total                                                                   $
       --------------------------------------------------------------   --------

*  Specify real estate investment:
                                   ---------------------------------------------

** Therefore earning interest in an amount equal to the aggregate investment 
portfolio total rate of return for the Medical Inter-Insurance Exchange of New 
Jersey.

(If Participant at any time uses the real estate investment for personal 
purposes, Participant will pay fair market value rental for such use.)


Participant's Signature:      /s/ Daniel Goldberg
                              -------------------------------------------------

Print Name:                   Daniel Goldberg
                              -------------------------------------------------

Date:                         12/31/98
                              -------------------------------------------------

Approved:                     New Jersey State Medical Underwriters, Inc.
                              -------------------------------------------------

By:                           /s/ Vincent Maressa
                              -------------------------------------------------

Print Name:                   Vincent Maressa
                              -------------------------------------------------

Date:                         12/31/98
                              -------------------------------------------------

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