PROMISSORY NOTE

$6,900,000.00							Indianapolis, Indiana
									December 28, 2001

	FOR VALUE RECEIVED, the undersigned (collectively
"Borrower") promise to pay to the order of Republic Bank, a
Michigan Commercial Bank ("Lender"), at its office located at
201 S. Capitol Avenue, Suite 650, Indianapolis, Indiana 46225,
or at such other place as the holder hereof may, from time to
time, designate in writing, the principal sum of Six Million
Nine Hundred Thousand Dollars ($6,900,000.00) or so much thereof
as shall be advanced by Lender and remain unpaid, together with
all costs herein provided and interest from the date of
disbursement on the principal balance hereof and thereon until
said amounts have been paid in full, without relief from
valuation and appraisement laws.

	Interest shall accrue on the balance of principal remaining
from time to time unpaid under this Note during each calendar
month (whether full or partial) prior to December 31, 2011 (the
"Maturity Date") at an annual rate equal to seven and three
hundred seventy-five thousandths percent (7.375%)  (the "Fixed
Rate").  Interest on the principal balance from the date hereof
until December 31, 2001 shall be due and payable on January 5,
2002.

	Commencing the fifth day of February, 2002 and continuing on
the fifth day of each calendar month thereafter to and including
December 5, 2011 equal monthly installments of principal and
interest in the amount of Fifty-Five Thousand Five Hundred Nine
and 17/100 Dollars ($55,509.17) shall be due and payable.  If a
payment date is other than on a business day (a day not a
Saturday, Sunday or national holiday), the installment shall be
due on the next business day.  After maturity or the earlier
acceleration of the indebtedness evidenced by this Note, or if
said indebtedness has not been accelerated, during any period in
which an Event of Default (as hereinafter defined) exists under
this Note or any of the Loan Documents, Borrower shall pay
interest on the balance of principal remaining unpaid during any
such period at an annual rate (the "Default Rate") equal to
twelve and three hundred seventy-five thousandths percent
(12.375%).  The interest accruing under this paragraph shall be
immediately due and payable by Borrower to the Lender and shall
be additional indebtedness evidenced by this Note.

	This Note and all amounts due hereunder are secured by a
Mortgage, Security Agreement and Fixture Filing (the "Mortgage")
conveying to Lender a first mortgage security interest in certain
real and personal property, together with the improvements
thereon and the rents and profits thereof (the "Property"),
providing for Loan Commitment Letter dated September 28, 2001 and
accepted by Borrower on October 4, 2001, among other things, the
disbursement of funds hereunder.  Said Mortgage and Loan
Commitment Letter, together with the Assignment of Rents and
Leases, Environmental Indemnity Agreement and any other
documents provided by Borrower shall hereinafter be referred to
collectively as the "Loan Documents".

	If all or any part of any monthly payment due under this
Note  is not received by Lender by the close of business on the
tenth day of the calendar month in which such payment is due, the
undersigned shall pay to Lender an administration charge equal to
three percent (3%) of such payment or Two Hundred Fifty Dollars
($250.00), whichever is greater, such administrative charge to be
immediately due and payable without notice or demand by Lender.

	Prior to the Maturity Date, the undersigned shall have the
right at any time to prepay all (or any part) of the indebtedness
evidenced hereby upon no less than thirty (30) days written
notice to Lender by paying to Lender an amount equal to the sum
of (i) the principal balance of the indebtedness to be paid, (ii)
all interest accrued to the date of such prepayment, (iii) any
administrative charge or charges then due and owing and (iv) five
percent (5%) of the then outstanding principal balance if
prepayment is made on or before January 1, 2005, four percent
(4%) of the then outstanding principal balance if prepayment is
made after January 1, 2005 and on or before January 1, 2006,
three percent (3%) of the then outstanding principal balance if
prepayment is made after January 1, 2006 and on or before January
1, 2007, two percent (2%) of the then outstanding principal
balance if prepayment is made after January 1, 2007 and on or
before January 1, 2008 and one percent (1%) of the then
outstanding principal balance if prepayment is made at any time
after January 1, 2008.  Borrower agrees that the prepayment fee
is payable as liquidated damages for the loss of the benefit of
the bargain and its payment shall not in any way reduce, affect
or impair any other obligation of Borrower under this Note or any
of the Loan Documents.  Any partial prepayments shall be
credited against installments of principal in the inverse order
of their maturities.

	Notwithstanding the foregoing, the undersigned shall have
the right, after October 1, 2011, to prepay all of the
indebtedness evidenced hereby without any prepayment penalty or
premium, provided that no less than thirty (30) days notice is
given to Lender.

	If the maturity of the indebtedness evidenced hereby is
accelerated by Lender as a consequence of the occurrence of an
Event of Default, or in the event the right to foreclose the
Mortgage shall otherwise accrue to Lender, Borrower agrees that
an amount equal to the above-described prepayment premium shall
be added to the balance of unpaid principal and interest then
outstanding, and the indebtedness evidenced hereby shall not be
discharged except:  (i) by payment of such prepayment premium,
together with the balance of principal and interest and all other
sums then outstanding (if Borrower tenders payment of the
indebtedness evidenced hereby prior to judicial confirmation of
foreclosure sale); or (ii) by inclusion of such prepayment
premium as a part of the indebtedness evidenced hereby in any
such judicial order or judgment of foreclosure.

	Borrower acknowledges that the Loan was made on the basis
and assumption that Lender would receive the payments of
principal and interest set forth herein for the full term hereof.

Therefore, whenever the maturity hereof has been accelerated by
Lender by reason of the occurrence of an Event of Default under
this Note or any other of the Loan Documents, including an
acceleration by reason of sale, conveyance, further encumbrance
or other Event of Default (which acceleration shall be at
Lender's sole option), there shall be due, in addition to the
outstanding principal balance, accrued interest and other sums
due hereunder, a premium equal to the prepayment premium that
would be payable if such principal balance had been voluntarily
prepaid by Borrower.

	It  is agreed that time is of the essence in the performance
of all obligations hereunder and under the Loan Documents.  It
shall be an Event of Default hereunder if any "Event of Default"
occurs under any of the Loan Documents.  If an Event of Default
hereunder occurs, unless Lender elects otherwise, the entire
principal balance of this Note, irrespective of the maturity date
specified herein, together with the then accrued and unpaid
interest thereon and other charges hereunder shall become
immediately due and payable without notice to the undersigned,
and Lender may, immediately or at any time thereafter, exercise
any or all remedies available to a secured party with respect to
all collateral securing this Note.  Lender may, at its option,
delay in or refrain from exercising some or all of its rights and
remedies without prejudice thereto and regardless of prior
forbearance.

	Upon the occurrence of any Event of Default hereunder, or
upon maturity hereof (by acceleration or otherwise), the entire
unpaid principal sum shall bear interest, from the date of
occurrence of such Event of Default or upon maturity and after
judgment and until collection, at the Default Rate.  The
aforesaid Default Rate interest, when and if applicable, shall be
due and payable immediately without notice or demand.

 	This Note shall be binding on the Borrower and their heirs,
administrators and personal representatives.  All makers,
endorsers, guarantors and sureties hereof agree jointly and
severally that if, and as often as, this Note is placed in the
hands of any attorneys for collection or to defend or enforce any
of the Lender's rights hereunder or under the Loan Documents, the
undersigned shall pay to Lender on demand its reasonable attorney
fees, together with all court costs and other expenses provided
in the Loan Documents paid by Lender.

	All makers, endorsers, guarantors and sureties hereof
jointly and severally waive presentment, protest, notice of
protest, notice of dishonor, diligence in collection, the benefit
of any exemption under any laws if applicable, and any, and all
other notices and matters of a like nature.  All makers,
endorsers, guarantors and sureties consent to (i) any renewal,
extension or modification (whether one or more) of the terms of
the Loan Documents, including the terms or time of payment under
this Note, (ii) the release or surrender, exchange or
substitution of all or any part of the security, whether real or
personal or direct or indirect, for the payment hereof, (iii) the
granting of any other waiver or concession to the undersigned,
and (iv) the taking or releasing of other or additional parties
primarily or contingently liable hereunder.  Any such renewal,
extension, modification, release, surrender, exchange or
substitution may be made without notice to the undersigned and
any endorsers, guarantors and sureties hereof and without
affecting the liability of said parties hereunder.

	The remedies of this Note and the Loan Documents providing
for the enforcement of the payment of the principal sum thereby
secured, together with interest thereon, and for the performance
of the covenants, terms and conditions contained therein, are
cumulative and concurrent and may be pursued singularly or
successively or together, at the sole discretion of Lender, and
may be exercised as often as occasion therefor shall occur.  When
the obligations evidenced by this Note become due, by
acceleration or otherwise, Lender may, at its option, demand, sue
for, collect or make any compromise or settlement it deems
necessary or desirable.  Prior to Lender obtaining possession of
the collateral held as security Lender shall not be required to
take any steps necessary to preserve or create any rights,
benefits or privileges in the collateral held as security
herefor, all of which the undersigned hereby assume to do.  In
the event the obligations evidenced by this Note are accelerated,
any indebtedness owing to any of the undersigned from Lender may
be used and applied by Lender as a payment hereunder and as a
payment on any other indebtedness owing hereunder or to declare a
default for failure to make prompt payment.  Further, the waiver
by Lender or failure to enforce any other term, covenant or
condition of this Note, or the Loan Documents or to declare any
default hereunder or thereunder, shall not operate as a waiver of
any subsequent default or affect the right of Lender to exercise
any right or remedy not expressly waived in writing by Lender.

 	BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, AND
LENDER BY ITS ACCEPTANCE OF THIS NOTE IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN
ANY ACTION, SUIT OR COUNTERCLAIM ARISING IN CONNECTION WITH, OUT
OF OR OTHERWISE RELATING TO THIS NOTE, OR ANY OTHER DOCUMENT OR
INSTRUMENT HERETOFORE, NOW OR HEREAFTER EXECUTED AND/OR
DELIVERED IN CONNECTION THEREWITH, THE LOAN SECURED BY THIS
INSTRUMENT OR IN ANY WAY RELATED TO THIS TRANSACTION OR
OTHERWISE WITH RESPECT TO THE PROPERTY.

	BORROWER HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS
INITIATED BY BORROWER AND ARISING DIRECTLY OR INDIRECTLY OUT OF
THIS INSTRUMENT OR ANY OF THE OTHER LOAN DOCUMENTS SHALL BE
LITIGATED IN THE CIRCUIT OR SUPERIOR COURT OF MARION COUNTY,
INDIANA OR HAMILTON COUNTY, INDIANA, OR THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF INDIANA OR, IF
LENDER INITIATES SUCH ACTION, ANY COURT IN WHICH LENDER SHALL
INITIATE SUCH ACTION AND WHICH HAS JURISDICTION.  BORROWER
HEREBY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED BY LENDER IN
ANY OF SUCH COURTS, AND HEREBY WAIVES PERSONAL SERVICE OF THE
SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS ISSUED
THEREIN, AND AGREES THAT SERVICE OF SUCH SUMMONS AND COMPLAINT
OR OTHER PROCESS OR PAPERS MAY BE MADE BY REGISTERED OR
CERTIFIED MAIL ADDRESSED TO BORROWER AT THE ADDRESS TO WHICH
NOTICES ARE TO BE SENT PURSUANT TO THIS INSTRUMENT.  BORROWER
WAIVES ANY CLAIM THAT MARION COUNTY, INDIANA OR HAMILTON COUNTY,
INDIANA OR THE SOUTHERN DISTRICT OF INDIANA IS AN INCONVENIENT
FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE.  SHOULD
BORROWER, AFTER BEING SO SERVED, FAIL TO APPEAR OR ANSWER TO ANY
SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE
NUMBER OF DAYS PRESCRIBED BY LAW AFTER THE MAILING THEREOF,
BORROWER SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT
MAY BE ENTERED BY LENDER AGAINST BORROWER AS DEMANDED OR PRAYED
FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR PAPERS.  THE
EXCLUSIVE CHOICE OF FORUM FOR BORROWER SET FORTH IN THIS SECTION
SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT, BY LENDER, OF
ANY JUDGMENT OBTAINED IN ANY OTHER FORUM OR THE TAKING, BY
LENDER, OF ANY ACTION TO ENFORCE THE SAME IN ANY OTHER
APPROPRIATE JURISDICTION, AND BORROWER HEREBY WAIVES THE RIGHT,
IF ANY, TO COLLATERALLY ATTACK ANY SUCH JUDGMENT OR ACTION.

	The unenforceability or invalidity or any one or more
provisions of this Note shall not render any other provision
herein contained unenforceable or invalid.

	This Note and all of the Loan Documents have been executed
and delivered in the State of Indiana and shall be governed by
and construed in accordance with the laws of the State of
Indiana.

	Whenever Lender is referred to in this Note, such reference
shall be deemed to include the successors and assigns of Lender,
including, without limitation, any subsequent assignee or holder
of this Note, and all covenants, provisions and agreements by or
on behalf of the undersigned and any endorsers, guarantors and
sureties hereof which are contained herein shall inure to the
benefit of the successors and assigns of Lender.

	Notwithstanding any provisions to the contrary in this Note,
or in any of the documents securing payment hereof or otherwise
relating hereto, nothing herein contained nor any transaction
related hereto shall be construed or shall operate either
presently or prospectively to require the undersigned to pay
interest in excess of the maximum permissible interest rate
allowed by law.  If any excess of interest in such respect is
provided for, in this Note or any of the documents securing
payment hereof or otherwise relating hereto, then in such event
the effective rate of interest shall be automatically subject to
reduction to the maximum permissible interest rate allowed by
law.

	This Note was executed in Marion County, Indiana.

STANDARD MANAGEMENT CORPORATION


						By:
						____________________________________
						Gerald R. Hochgesang, Senior Vice
						President and Treasurer

STATE OF INDIANA	)
 				) SS:
COUNTY OF MARION	)

	Before me, a Notary Public in and for said County and State,
personally appeared Gerald R. Hochgesang, the Senior Vice
President and Treasurer of STANDARD MANAGEMENT CORPORATION, an
Indiana corporation, who, after having been duly sworn,
acknowledged the execution of the foregoing Promissory Note  for
and on behalf of such corporation.

	Witness my hand and Notarial Seal this 28th day of December,
2001.


					_________________________________________
						Jeffrey A. Abrams, Notary Public

My Commission Expires:  September 20, 2008
My County of Residence:  Hamilton