In 2008, Rhode Island faced a serious health insurance shortage for workers in small businesses. In response, the state created HEALTHpact, an insurance plan that capped the price of premiums. The law required insurers to offer HEALTHpact to small business owners. The defining feature of HEALTHpact was its financial incentive for enrollees to lead healthier lives.  This study investigated low enrollment in HEALTHpact. The authors spoke with state officials, insurance representatives, business owners and consumers, concluding that Rhode Island's HEALTHpact plan has been unpopular because it is too complex, lacks a subsidy, and is perceived as having low value.