A health discount club company says it has agreed to acquire an insurance marketing company run by Peter Nauert.

Pr?cis Inc., Grand Prairie, Texas, the parent of the Care Entr?e health discount program, says it will pay 6.8 million shares of stock, or about 33% of the company’s outstanding stock, for Insurance Capital Management USA Inc., Fort Worth, Texas, if ICM records at least $1.25 million in cumulative earnings over 4 consecutive calendar quarters ending on or before Dec. 31, 2007.

The 6.8 million shares of Pr?cis stock would have a value of about $12 million if the deal were completed today.

Peter Nauert, the former chief executive of Ceres Group Inc., Cleveland, funded ICM in 2004. The company now generates about $60 million in submitted annualized new sales through a sales force of about 5,000 agents, according to ICM.

In related news, Pr?cis is reporting a $185,000 net loss for the third quarter on $5.3 million in revenue, compared with $130,000 in net income on $7.2 million in revenue for the third quarter of 2005.