MIIX GROUP INC
EX-10.58
<DOCUMENT>
<TYPE>EX-10.58
<SEQUENCE>9
<FILENAME>gex10_58.txt
<DESCRIPTION>EX-10.58
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.58

                        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 October 31, 2001 ("Effective Date"), by and between
The MIIX Group, Incorporated, New Jersey State Medical Underwriters, Inc.
("Employer" or "Company") and Catherine E. Williams (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 her financial security by permitting her to enter into this
       agreement with Employer to defer her 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.

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

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       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 October 31, 2006, PROVIDED,
       HOWEVER, that distribution shall be accelerated in the event Employee
       separates from service of Employer for any reason prior to October 31,
       2006. 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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       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 October 31, 2001 among the MIIX
               Group, Incorporated, New Jersey State Medical Underwriters, Inc.
               and Catherine E. Williams

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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


   --------------------------------         -----------------------------------
         CATHERINE E. WILLIAMS              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 October ___, 2001 ("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:
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Date:
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Approved:
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By:
   -----------------------------------------------------------------------------

Print Name:
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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 October ___, 2001, 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:
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Date:
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Approved:         The MIIX Group, Incorporated
                  ----------------------------

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

Print Name:
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Date:
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Approved:         New Jersey State Medical Underwriters, Inc.
                  -------------------------------------------

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

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

Date:
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