EXHIBIT A

                        AMENDED AND RESTATED NOTE


$20,000,000                                     March 10, 1998


            STANDARD MANAGEMENT CORPORATION, a corporation organized under the
laws of Indiana (the "Borrower"), for value received, hereby promises to pay to
the order of FLEET NATIONAL BANK, a national banking association having an
office at 777 Main Street, Hartford, Connecticut (the "Bank"), the principal
sum of TWENTY MILLION DOLLARS ($20,000,000), or, if less, the amount loaned by
the Bank to the Borrower pursuant to the Revolving Line of Credit Agreement
referred to below, in lawful money of the United States of America and in
immediately available funds, on the date(s) and in the manner provided in said
Agreement. The Borrower also promises to pay interest on the unpaid principal
balance hereof, for the period such balance is outstanding, at said principal
office, in like money, at the rates of interest as provided in the Agreement
described below, on the date(s) and in the manner provided in said Agreement.


            The date and amount of each type of loan made by the Bank to the
Borrower under this Note and the Agreement referred to below, and each payment
of principal thereof, shall be recorded by the Bank on its books and, prior to
any transfer of this Note (or, at the discretion of the Bank, at any other
time), endorsed by the Bank on the schedule attached hereto or any continuation
thereof.


            This is the Note referred to in that certain Amended and Restated
Revolving Line of Credit Agreement dated as of November 8, 1996 by and between
the Borrower and the Bank, as amended by that certain Amendment No. 1 to
Amended and Restated Revolving Line of Credit Agreement dated as of the date
hereof by and between the Borrower and the Bank (as further amended from time
to time the "Agreement"), and evidences the Loans issued by the Bank
thereunder.  All terms not defined herein shall have the meanings given to them
in the Agreement.


            The Agreement provides for the acceleration of the maturity of
principal upon the occurrence of certain Events of Default and for prepayments
on the terms and conditions specified therein.


            The Borrower waives presentment, notice of dishonor, protest and
any other notice or formality with respect to this Note.


            This Note is being substituted for and replaces that certain Note
dated November 8, 1996 in the principal amount of $16,000,000 made by the
Borrower in favor of the Bank.  Nothing herein shall be construed to constitute
payment or discharge of any of the indebtedness due and owing under said prior
promissory note.


            This Note shall be governed by, and interpreted and construed in
accordance with, the laws of the State of Connecticut.


                              STANDARD MANAGEMENT CORPORATION



                              By STEPHEN M. COONS
                                Name:Stephen M. Coons, Esq.
                                Title:Executive Vice President and
                                        General Counsel

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            Amount of Loan   Amount of Payment      Balance
DATE                                               Outstanding     Notation By