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                                                                   EXHIBIT 10.32


                        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 1, 2000 ("Effective Date"), by and between The
MIIX Group, Incorporated, New Jersey State Medical Underwriters, Inc.
("Employer" or "Company") and Edward M. Grab (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 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
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         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 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, Incorporated 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 1, 2005, provided,
         however, that distribution shall be accelerated in the event Employee
         separates from service of Employer for any reason prior to March 1,
         2005. 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




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         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 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

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         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:

         19.1.1.  "CHANGE IN CONTROL" shall be as defined in Section 3.5 of the
                  Employment Agreement dated as of March 1, 2000 among the MIIX
                  Group, Incorporated, New Jersey State Medical Underwriters,
                  Inc. and Edward M. Grab.

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:________________________________         ____________________________
                                            Date

NEW JERSEY STATE MEDICAL
UNDERWRITERS, INC.


By:________________________________         ____________________________
                                            Date

___________________________________         ____________________________
         EDWARD M. GRAB                     Date



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                        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 March 1, 2000 ("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:

<TABLE>
<S>      <C>      <C>                                          <C>
         1.       Specified Investments*                       $________________
         2.       Unspecified**                                       100%
         3.       ______________________________________        ________________
         4.       ______________________________________        ________________
         5.       ______________________________________        ________________
         Total    ______________________________________       $________________
</TABLE>


* Specify Investment:__________________________________________________

** Therefore earning interest in an amount equal to the consolidated aggregate
investment portfolio yield for The MIIX Group, Incorporated.


Participant's Signature:___________________________________________________

Print Name:________________________________________________________________

Date:______________________________________________________________________

Approved:__________________________________________________________________

By:________________________________________________________________________

Print Name:________________________________________________________________

Date:______________________________________________________________________
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                        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 March 1, 2000, 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:___________________________________________________________________