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                                                                   EXHIBIT 10.33
                        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 15, 1999 ("Effective Date"), by and between
The MIIX Group, Incorporated, New Jersey State Medical Underwriters, Inc.
("Employer" or "Company") and Joseph J. Hudson (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
      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.
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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 December 15, 2004, provided,
      however, that distribution shall be accelerated in the event Employee
      separates from service of Employer for any reason prior to December 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.

1.8.  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.



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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, 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 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.

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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 December 15, 1999 among the MIIX
               Group, Incorporated, New Jersey State Medical Underwriters, Inc.
               and Joseph Hudson.

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



____________________________________     ______________________________
JOSEPH J. HUDSON                         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 December 15, 1999 ("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, 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 December 15, 1999, 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:___________________________________________________________________________