GUARANTY

GUARANTY dated as of October 1, 1998 made by the undersigned (the
"GUARANTOR") in favor of Fleet National Bank and/or any of its
subsidiaries or affiliates (individually or collectively, as the context
may require, the "BANK").

PRELIMINARY STATEMENTS:  The Bank has entered into certain term loans in
the aggregate principal amount not to exceed $3,000,000 as outlined in a
Letter Agreement dated the date hereof with the parties identified from
time to time on Schedule A attached hereto (collectively, the
"BORROWERS") providing for credit extensions or financial accommodation
to one or more of the Borrowers on said Schedule A (all of the foregoing
credit extensions or financial accommodations being the "LOANS" and any
writing evidencing, supporting or securing a Loan, including but not
limited to this Guaranty, as the same may be amended, restated, renewed,
updated, extended or supplemented from time to time, being a "FACILITY
DOCUMENT").  Each of the Borrowers is a director and/or officer of the
Guarantor.

THEREFORE, in order to induce the Bank to extend credit or give financial
accommodation under the Loans, the Guarantor agrees as follows:

Section 1.  GUARANTY OF PAYMENT.  The Guarantor unconditionally and
irrevocably guarantees to the Bank the punctual payment of all sums now
owing or which may in the future be owing by the Borrowers under the
Loans, when the same are due and payable, whether on demand, at stated
maturity, by acceleration or otherwise, and whether for principal,
interest, fees, expenses, indemnification or otherwise (all of the
foregoing sums being the "LIABILITIES").  The Liabilities include,
without limitation, interest accruing after the commencement of a
proceeding under bankruptcy, insolvency or similar laws of any
jurisdiction at the rate or rates provided in the Facility Documents.
This Guaranty is a guaranty of payment and not of collection only.  The
Bank shall not be required to exhaust any right or remedy or take any
action against any Borrower or any other person or entity or any
collateral.  The Guarantor agrees that, as between the Guarantor and the
Bank, the Liabilities may be declared to be due and payable for the
purposes of this Guaranty notwithstanding any stay, injunction or other
prohibition which may prevent, delay or vitiate any declaration as
regards any Borrower (including any prohibition under any subordination
agreement) and that in the event of a declaration or attempted
declaration, the Liabilities shall immediately become due and payable by
the Guarantor for the purposes of this Guaranty.

Section 2.  GUARANTY ABSOLUTE.  The Guarantor guarantees that the
Liabilities shall be paid strictly in accordance with the terms of the
Loans.  The liability of the Guarantor under this Guaranty is absolute
and unconditional irrespective of:  (a) any change in the time, manner or
place of payment of, or in any other term of, all or any of the Facility
Documents or Liabilities, or any other amendment or waiver of or any
consent to departure from any of the terms of any Facility Document or
Liability; (b) any release or amendment or waiver of, or consent to
departure from, any other guaranty or support document, or any exchange,
release or non-perfection of any collateral, for all or any of the
Facility Documents or Liabilities; (c) any present or future law,
regulation or order of any jurisdiction (whether of right or in fact) or
of any agency thereof purporting to reduce, amend, restructure or
otherwise affect any term of any Facility Document or Liability; (d)
without being limited by the foregoing, any lack of validity or
enforceability of any Facility Document or Liability; (e) any
restrictions contained in any subordination agreement that limit or
otherwise affect the rights and remedies of the Bank against any Borrower
or any other parties other than the Guarantor; and (f) any other defense,
setoff or counterclaim whatsoever with respect to the Facility Documents
or the transactions contemplated thereby which might constitute a defense
available to, or discharge of, any Borrower or a guarantor.

Section 3.  GUARANTY IRREVOCABLE.  This Guaranty is a continuing guaranty
of all Liabilities now or hereafter existing under the Loans and shall
remain in full force and effect until the indefeasible payment in full of
all Liabilities and other amounts payable under this Guaranty and until
the Loans are no longer in effect or, if earlier, when the Guarantor has
given the Bank written notice that this Guaranty has been revoked;
PROVIDED that any notice under this Section shall not release the
Guarantor from any Liability, absolute or contingent, existing prior to
the Bank's actual receipt of the notice at its branches or departments
responsible for the Loans.

Section 4.  REINSTATEMENT.  This Guaranty shall continue to be effective
or be reinstated, as the case may be, if at any time any payment of any
of the Liabilities is rescinded or must otherwise be returned by the Bank
on the insolvency, bankruptcy or reorganization of any Borrower or
otherwise, all as though the payment had not been made.

Section 5.  SUBROGATION.  The Guarantor shall not exercise any rights
which it may acquire by way of subrogation, by any payment made under
this Guaranty or otherwise, until all the Liabilities have been paid in
full and the Loans are no longer in effect.  If any amount is paid to the
Guarantor on account of subrogation rights under this Guaranty at any
time when all the Liabilities have not been paid in full, the amount
shall be held in trust for the benefit of the Bank and shall be promptly
paid to the Bank to be credited and applied to the Liabilities, whether
matured or unmatured or absolute or contingent, in accordance with the
terms of the Loans.  If the Guarantor makes payment to the Bank of all or
any part of the Liabilities and all the Liabilities are paid in full and
the Loans are no longer in effect, the Bank shall, at the Guarantor's
request, execute and deliver to the Guarantor appropriate documents,
without recourse and without representation or warranty, necessary to
evidence the transfer by subrogation to the Guarantor of an interest in
the Liabilities resulting from the payment, including an assignment,
without recourse or warranty, of all of the Bank's right, title and
interest in the Liabilities and all security therefor and guaranties
thereof.

Section 6.  SUBORDINATION.  Without limiting the Bank's rights under any
other agreement, any liabilities owed by any Borrower to the Guarantor in
connection with any extension of credit or financial accommodation by the
Guarantor to or for the account of any Borrower, including but not
limited to interest accruing at the agreed contract rate after the
commencement of a bankruptcy or similar proceeding, are hereby
subordinated to the Liabilities, and such liabilities of any Borrower to
the Guarantor, if the Bank so requests, shall be collected, enforced and
received by the Guarantor as trustee for the Bank and shall be paid over
to the Bank on account of the Liabilities but without reducing or
affecting in any manner the liability of the Guarantor under the other
provisions of this Guaranty.

Section 7.  PAYMENTS GENERALLY.  All payments by the Guarantor shall be
made in the manner, at the place and in the currency (the "PAYMENT
CURRENCY") required by the Facility Documents; PROVIDED, HOWEVER, that
(if the Payment Currency is other than U.S. dollars) the Guarantor may,
at its option (or, if for any reason whatsoever the Guarantor is unable
to effect payments in the foregoing manner, the Guarantor shall be
obligated to) pay to the Bank at its principal office the equivalent
amount in U.S. dollars computed at the selling rate of the Bank or a
selling rate chosen by the Bank, most recently in effect on or prior to
the date the Liability becomes due, for cable transfers of the Payment
Currency to the place where the Liability is payable.  In any case in
which the Guarantor makes or is obligated to make payment in U.S.
dollars, the Guarantor shall hold the Bank harmless from any loss
incurred by the Bank arising from any change in the value of U.S. dollars
in relation to the Payment Currency between the date the Liability
becomes due and the date the Bank is actually able, following the
conversion of the U.S. dollars paid by the Guarantor into the Payment
Currency and remittance of such Payment Currency to the place where such
Liability is payable, to apply such Payment Currency to such Liability.

Section 8.  CERTAIN TAXES.  The Guarantor further agrees that all
payments to be made hereunder shall be made without setoff or
counterclaim and free and clear of, and without deduction for, any taxes
(other than Bank income taxes), levies, imposts, duties, charges, fees,
deductions, withholdings or restrictions or conditions of any nature
whatsoever now or hereafter imposed, levied, collected, withheld or
assessed by any country or by any political subdivision or taxing
authority thereof or therein ("TAXES").  If any Taxes are required to be
withheld from any amounts payable to the Bank hereunder, the amounts so
payable to the Bank shall be increased to the extent necessary to yield
to the Bank (after payment of all Taxes) the amounts payable hereunder in
the full amounts so to be paid.  Whenever any Tax is paid by the
Guarantor, as promptly as possible thereafter, the Guarantor shall send
the Bank an official receipt showing payment thereof, together with such
additional documentary evidence as may be required from time to time by
the Bank.

Section 9.  REPRESENTATIONS AND WARRANTIES.  The Guarantor hereby
represents and warrants as follows:

               a)INCORPORATION, GOOD STANDING AND DUE QUALIFICATION.  The
Guarantor is duly incorporated, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, has the
corporate power and authority to own its assets and to transact the
business in which it is now engaged or proposed to be engaged, and is
duly qualified as a foreign corporation and in good standing under the
laws of each other jurisdiction in which such qualification is required.

               b)POWER AND AUTHORITY; NO CONFLICTS.  The execution,
delivery and performance by the Guarantor of the Facility Documents to
which it is a party have been duly authorized by all necessary action and
do not and will not:  (i) require any consent or approval of the
stockholders of the Guarantor; (ii) contravene the charter or by-laws of
the Guarantor; (iii) violate any provision of, or require any filing,
registration, consent or approval under, any law, rule, regulation
(including, without limitation, Regulation U), order, writ, judgment,
injunction, decree, determination or award presently in effect having
applicability to any Guarantor or any of the Guarantor's Subsidiaries;
(iv) result in a breach of or constitute a default or require any consent
under any material indenture or loan or credit agreement or any other
material agreement, lease or instrument to which any Guarantor is a party
or by which it or its properties may be bound or affected; (v) result in,
or require, the creation or imposition of any Lien (as defined in the
Security Agreement), upon or with respect to any of the properties now
owned or hereafter acquired by any Guarantor; or (vi) cause any Guarantor
(or any Subsidiary of the Guarantor) to be in default under any such law,
rule, regulation, order, writ, judgment, injunction, decree,
determination or award or any such material indenture, agreement, lease
or instrument.

               c)LEGALLY ENFORCEABLE AGREEMENTS.  Each Facility Document
to which any Guarantor is a party is, or when delivered under this
Agreement will be, a legal, valid and binding obligation of such
Guarantor enforceable against such Guarantor in accordance with its
terms, except to the extent that such enforcement may be limited by
applicable bankruptcy, insolvency and other similar laws affecting
creditors' rights generally.

               d)LITIGATION.  There are no actions, suits or proceedings
pending or, to the knowledge of any Guarantor, threatened, against or
affecting such Guarantor or any of its Subsidiaries before any court,
governmental agency or arbitrator, which may, in any one case or in the
aggregate, materially adversely affect the financial condition,
operations, properties or business of such Guarantor or any such
Subsidiary or the ability of such Guarantor to perform its obligations
under the Facility Documents to which it is a party.

               e)FINANCIAL STATEMENTS.  The consolidated balance sheet of
the Guarantor and its Subsidiaries as at December 31, 1997, and the
related consolidated income statement and statements of cash flows and
changes in stockholders' equity of the Guarantor and its Subsidiaries for
the fiscal year then ended, and the accompanying footnotes, together with
the opinion thereon, of Ernst & Young, LLP independent certified public
accountants, and the Guarantor's and its Subsidiaries', if applicable,
Form 10-Q filed with the Securities and Exchange Commission for the
period ended March 31, 1998, copies of which have been furnished to the
Bank, are complete and correct and fairly present the financial condition
of the Guarantor and its Subsidiaries as at such dates and the results of
the operations of the Guarantor and its Subsidiaries for the periods
covered by such statements, all in accordance with GAAP consistently
applied.  There are no liabilities of the Guarantor or any of its
Subsidiaries, fixed or contingent, which are material but are not
reflected in the financial statements or in the notes thereto, other than
liabilities arising in the ordinary course of business since March 31,
1998.  No information, exhibit or report furnished by any Guarantor to
the Bank in connection with the negotiation of this Guaranty or the other
Facility Documents contained any material misstatement of fact or omitted
to state a material fact or any fact necessary to make the statement
contained therein not materially misleading.  Since March 31, 1998 with
respect to the Guarantor, there has been no material adverse change in
the condition (financial or otherwise), business, operations or prospects
of the Guarantor or any of its Subsidiaries.

               f)OWNERSHIP AND LIENS.  The Guarantor and each of its
respective Subsidiaries have title to, or valid leasehold interests in,
all of their respective properties and assets, real and personal,
including the properties and assets, and leasehold interests reflected in
the financial statements referred to in Section 9(e) (other than any
properties or assets disposed of in the ordinary course of business), and
none of the properties and assets owned by any Guarantor or any of the
Subsidiaries and none of its leasehold interests is subject to any Lien,
except as disclosed in such financial statements or as may be permitted
hereunder.

               g)TAXES.  The Guarantor and each of its respective
Subsidiaries have filed all tax returns (federal, state and local)
required to be filed and have paid all taxes, assessments and
governmental charges and levies thereon to be due, including interests
and penalties, except as otherwise disclosed in the financial statements
provided to the Bank pursuant to Section 9(e) herein.

               h)ERISA.  Each Plan (as defined in the Security
Agreement), and each Multiemployer Plan (as defined in the Security
Agreement), is in compliance in all material respects with, and has been
administered in all material respects in compliance with, the applicable
provisions of ERISA, the Internal Revenue Code and any other applicable
federal or state law.  As of the most recent valuation date for each
Plan, each Plan was "fully funded," which for purposes of this Section
9(h) shall mean that the fair market value of the assets of the Plan is
not less than the present value of the accrued benefits of all
participants in the Plan, computed on a Plan termination basis.  No Plan
has ceased being fully funded as of the date these representations are
made with respect to any Loan under the Facility Documents.

               i)SUBSIDIARIES AND OWNERSHIP OF STOCK.  Schedule 9(i) is a
complete and accurate list of the Subsidiaries of the Guarantor, showing
the jurisdiction of incorporation or organization of each Subsidiary and
showing the percentage of the Guarantor's ownership of the outstanding
stock or other interest of each such Subsidiary. All of the outstanding
capital stock or other interest of each such Subsidiary has been validly
issued, is fully paid and nonassessable and, except for prior liens in
favor of the Bank, is owned by the Guarantor free and clear of all Liens.

               j)CREDIT ARRANGEMENTS.  All credit agreements, indentures,
purchase agreements, guaranties, capital leases and other investments,
agreements and arrangements presently in effect providing for or relating
to extensions of credit (including agreements and arrangements for the
issuance of letters of credit or for acceptance financing) in respect of
which the Guarantor or any of the Guarantor's Subsidiaries is in any
manner directly or contingently obligated have been disclosed to the
Bank, and the Guarantors represent that they shall, upon the request of
the Bank, complete a schedule outlining all such agreements; and the
maximum principal or face amounts of the credit in question, outstanding
and which can be outstanding, are correctly stated, and all Liens of any
nature given or agreed to be given as security therefor have been
accurately disclosed to the Bank.

               k)OPERATION OF BUSINESS.  The Guarantor and each of its
Subsidiaries possess all licenses, permits, franchises, patents,
copyrights, trademarks and trade names, or rights thereto, to conduct its
business substantially as now conducted and as presently proposed to be
conducted, and neither the Guarantor nor any of its Subsidiaries is in
violation of any valid rights of others with respect to any of the
foregoing.

               l)NO DEFAULT ON OUTSTANDING JUDGMENTS OR ORDERS.  The
Guarantor and each of its Subsidiaries have satisfied all judgments and
neither the Guarantor nor any of its Subsidiaries is in default with
respect to any judgment, writ, injunction, decree, rule or regulation of
any court, arbitrator or federal, state, municipal or other governmental
authority, commission, board, bureau, agency or instrumentality, domestic
or foreign.

   m)NO DEFAULTS ON OTHER AGREEMENTS.  Neither the Guarantor nor any of
its Subsidiaries is a party to any indenture, loan or credit agreement or
any lease or other agreement or instrument or subject to any charter or
corporate restriction which could have a material adverse effect on the
business, properties, assets, operations or conditions, financial or
otherwise, of any Guarantor or any of its Subsidiaries, or the ability of
any Guarantor to carry out its obligations under the Facility Documents
to which it is a party.  Neither the Guarantor nor any of its
Subsidiaries is in default in any respect in the performance, observance
or fulfillment of any of the obligations, covenants or conditions
contained in any agreement or instrument material to its business to
which it is a party.

   n)LABOR DISPUTES AND ACTS OF GOD.  Neither the business nor the
properties of the Guarantor or of any of its Subsidiaries are affected by
any fire, explosion, accident, strike, lockout or other labor dispute,
drought, storm, hail, earthquake, embargo, act of God or of the public
enemy or other casualty (whether or not covered by insurance), materially
and adversely affecting such business or properties or the operation of
the Guarantor or such Subsidiary.

   o)GOVERNMENTAL REGULATION.  Neither the Guarantor nor any of its
Subsidiaries is subject to regulation under the Public Utility Holding
Company Act of 1935, the Investment Company Act of 1940, the Interstate
Commerce Act, the Federal Power Act or any statute or regulation limiting
its ability to incur indebtedness for money borrowed as contemplated
hereby.

   p)SOLVENCY.

                         (i)The present fair salable value of the assets
of the Guarantor after giving effect to all the transactions contemplated
by the Facility Documents and the funding of the Loans exceeds the amount
that will be required to be paid on or in respect of the existing debts
and other liabilities (including contingent liabilities) of the Guarantor
and its Subsidiaries, if any, as they mature.

                         (ii)The property of the Guarantor does not
constitute unreasonably small capital for the Guarantor to carry out its
business as now conducted and as proposed to be conducted, including the
capital needs of the Guarantor.

                         (iii)The Guarantor does not intend to, nor does
it believe that it will, incur debts beyond its ability to pay such debts
as they mature (taking into account the timing and amounts of cash to be
received by the Guarantor, and of amounts to be payable on or in respect
of debt of the Guarantor).  The cash available to the Guarantor, after
taking into account all other anticipated uses of the cash of the
Guarantor, is anticipated to be sufficient to pay all such amounts on or
in respect of debt of the Guarantor when such amounts are required to be
paid.

                         (iv)The Guarantor does not believe that final
judgments against it in actions for money damages will be rendered at a
time when, or in an amount such that, the Guarantor will be unable to
satisfy any such judgments promptly in accordance with their terms
(taking into account the maximum reasonable amount of such judgments in
any such actions and the earliest reasonable time at which such judgments
might be rendered).  The cash available to the Guarantor after taking
into account all other anticipated uses of the cash of the Guarantor
(including the payments on or in respect of debt referred to in paragraph
(iii) of this Section 9(p)), is anticipated to be sufficient to pay all
such judgments promptly in accordance with their terms.

   q)SATISFACTION OF CONDITIONS.  There are no conditions precedent to
the effectiveness of this Guaranty that have not been satisfied or
waived.

   r)INDEPENDENT ANALYSIS.  The Guarantor has, independently and without
reliance upon the Bank and based on such documents and information as it
has deemed appropriate, made its own credit analysis and decision to
enter into this Guaranty.

Section 10.AFFIRMATIVE COVENANTS.  The Guarantor covenants and agrees
that, so long as any part of the Liabilities shall remain unpaid, the
Guarantor will, unless the Bank shall otherwise consent in writing:

               a)MAINTENANCE OF EXISTENCE.  Preserve and maintain, and
cause each of its Subsidiaries to preserve and maintain, its corporate
existence and good standing in the jurisdiction of its incorporation, and
qualify and remain qualified, and cause each of its Subsidiaries to
qualify and remain qualified, as a foreign corporation in each
jurisdiction in which such qualification is required.

   b)CONDUCT OF BUSINESS.  Continue, and cause each of its Subsidiaries
to continue, to engage in an efficient and economical manner in a
business of the same general type as conducted by it on the date of this
Guaranty.

   c)MAINTENANCE OF PROPERTIES.  Maintain, keep and preserve, and cause
each of its Subsidiaries to maintain, keep and preserve, all of its
properties (tangible and intangible), necessary or useful in the proper
conduct of its business in good working order and condition, ordinary
wear and tear excepted.

   d)MAINTENANCE OF RECORDS.  Keep, and cause each of its Subsidiaries to
keep, adequate records and books of account, in which complete entries
will be made in accordance with GAAP, reflecting all financial
transactions of the Guarantor and its Subsidiaries.

   e)MAINTENANCE OF INSURANCE.  Maintain, and cause each of its
Subsidiaries to maintain, insurance with financially sound and reputable
insurance companies or associations in such amounts and covering such
risks as are usually carried by companies engaged in the same or similar
business and similarly situated, which insurance may provide for
reasonable deductibility from coverage thereof.

   f)COMPLIANCE WITH LAWS.  Comply, and cause each of the its
Subsidiaries to comply, in all respects with all applicable laws, rules,
regulations and orders, such compliance to include, without limitation,
paying before the same become delinquent all taxes, assessments and
governmental charges imposed upon it or upon its property.

   g)RIGHT OF INSPECTION, AUDIT AND APPRAISAL.  At any reasonable time
and from time to time, permit the Bank or any agent or representative
thereof, to examine and make copies and abstracts from the records and
books of account of, and visit the properties of, the Guarantors and any
of its Subsidiaries, and to discuss the affairs, finances and accounts of
the Guarantor and any such Subsidiary with any of their respective
officers and directors and the Guarantor's independent accountants.

   h)REPORTING REQUIREMENTS.  Furnish to the Bank:

                         (i)as soon as available and in any event within
90 days after the end of each fiscal year of the Guarantor, a
consolidated balance sheet of the Guarantor and its Subsidiaries as of
the end of such fiscal year and a consolidated income statement and
statements of cash flows and changes in stockholders' equity of the
Guarantor and its Subsidiaries for such fiscal year, all in reasonable
detail and stating in comparative form the consolidated figures for the
corresponding date and period in the prior fiscal year and all prepared
in accordance with GAAP and accompanied by an opinion thereon acceptable
to the Bank by Ernst & Young, LLP or other independent accountants of
national standing selected by the Guarantor;

                         (ii)as soon as available and in any event within
30 days after the end of each fiscal quarter of the Guarantor of each
fiscal year of the Guarantor, a consolidated balance sheet of the
Guarantor and its Subsidiaries as of the end of such quarter and a
consolidated income statement and statements of cash flows and changes in
stockholders' equity of the Guarantor and its Subsidiaries for the period
commencing at the end of the previous fiscal year and ending with the end
of such quarter, all in reasonable detail and stating in comparative form
the respective consolidated figures for the corresponding date and period
in the previous fiscal year and all prepared in accordance with GAAP and
certified by the chairman or chief financial officer of the Guarantor;

                         (iii)promptly after the commencement thereof,
notice of all actions, suits and proceedings before any court or
governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, affecting any Guarantor or any of
its Subsidiaries which, if determined adversely to the Guarantor or such
Subsidiary, could have a material adverse effect on the financial
condition, properties or operations of the Guarantor or such Subsidiary;

                         (iv)as soon as possible and in any event within
five days after the occurrence of each Default or Event of Default or
material adverse change in the business, operations, properties,
prospects or condition (financial or otherwise) of any Guarantor, a
written notice setting forth the details of such Default, Event of
Default or material adverse change and the action which is proposed to be
taken by the Guarantor with respect thereto;

                         (v)promptly after the filing or receiving
thereof, copies of all reports and notices which the Guarantor or any
Subsidiary files under ERISA with the Internal Revenue Service or the
PBGC or the U.S. Department of Labor or which the Guarantor or any
Subsidiary receives from such Person; and

                         (vi)promptly after the furnishing thereof,
copies of any statement or report furnished to any other party pursuant
to the terms of any indenture, loan or credit or similar agreement and
not otherwise required to be furnished to the Bank pursuant to any other
clause of this Section 10(h).

Section 11.NEGATIVE COVENANTS.  The Guarantor covenants and agrees that,
so long as any part of the Liabilities shall remain unpaid, the Guarantor
will not, without the prior written consent of the Bank:

   a)STOCK OF SUBSIDIARIES, ETC.  Sell or otherwise dispose of any shares
of capital stock of any of its Subsidiaries, except in connection with a
transaction permitted under Section 11(b) herein or for fair value, or
permit any such Subsidiary to issue any additional shares of its capital
stock, except directors' qualifying shares or for fair value.

   b)MERGERS, ETC.  Merge or consolidate with, or sell, assign, lease or
otherwise dispose of (whether in one transaction or in a series of
transactions) all or substantially all of its assets (whether now owned
or hereafter acquired) to, any Person (or enter into any agreement to do
any of the foregoing), or permit any of their respective Subsidiaries to
do so.  Nothing herein shall prohibit the Guarantor from acquiring all or
substantially all of the assets of the business of any Person so long as
the Guarantor remains the surviving entity.

Section 12.  REMEDIES GENERALLY.  The remedies provided in this Guaranty
are cumulative and not exclusive of any remedies provided by law.

Section 13.  SETOFF.  The Guarantor agrees that, in addition to (and
without limitation of) any right of setoff, banker's lien or counterclaim
the Bank may otherwise have, the Bank shall be entitled, at its option,
to offset balances (general or special, time or demand, provisional or
final) held by it for the account of the Guarantor at any of the Bank's
offices, in U.S. dollars or in any other currency, against any amount
payable by the Guarantor under this Guaranty which is not paid when due
(regardless of whether such balances are then due to the Guarantor), in
which case it shall promptly notify the Guarantor thereof; PROVIDED that
the Bank's failure to give such notice shall not affect the validity
thereof.

Section 14.  FORMALITIES.  The Guarantor waives presentment, notice of
dishonor, protest, notice of acceptance of this Guaranty or incurrence of
any Liability and any other formality with respect to any of the
Liabilities or this Guaranty.

Section 15.  AMENDMENTS AND WAIVERS.  No amendment or waiver of any
provision of this Guaranty, nor consent to any departure by the Guarantor
therefrom, shall be effective unless it is in writing and signed by the
Bank, and then the waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.  No
failure on the part of the Bank to exercise, and no delay in exercising,
any right under this Guaranty shall operate as a waiver or preclude any
other or further exercise thereof or the exercise of any other right.

Section 16.  EXPENSES.  The Guarantor shall reimburse the Bank on demand
for all reasonable costs, expenses and charges (including without
limitation fees and charges of external legal counsel for the Bank and
costs allocated by its internal legal department) incurred by the Bank in
connection with the preparation, performance or enforcement of this
Guaranty.  The obligations of the Guarantor under this Section shall
survive the termination of this Guaranty.

Section 17.  ASSIGNMENT.  This Guaranty shall be binding on, and shall
inure to the benefit of the Guarantor, the Bank and their respective
successors and assigns; PROVIDED that the Guarantor may not assign or
transfer its rights or obligations under this Guaranty.  Without limiting
the generality of the foregoing:  (a) the obligations of the Guarantor
under this Guaranty shall continue in full force and effect and shall be
binding on the estate of the Guarantor; and (b) the Bank may assign, sell
participations in or otherwise transfer its rights under the Loans to any
other person or entity, and the other person or entity shall then become
vested with all the rights granted to the Bank in this Guaranty or
otherwise.

Section 18.  CAPTIONS.  The headings and captions in this Guaranty are
for convenience only and shall not affect the interpretation or
construction of this Guaranty.

Section 19.  GOVERNING LAW; TERMS.  This Agreement shall be governed by
and construed in accordance with the laws of the State of Connecticut.
Unless otherwise defined herein or in the Agreement, terms used in
Article 9 of the Uniform Commercial Code in the State of Connecticut are
used herein as therein defined.

Section 20.  COMMERCIAL WAIVER.  THE GUARANTOR ACKNOWLEDGES THAT THE
OBLIGATIONS ARE FOR COMMERCIAL PURPOSES AND WAIVES THE RIGHT TO NOTICE
AND HEARING UNDER SECTIONS 52-278a THROUGH 52-278n OF THE CONNECTICUT
GENERAL STATUTES AS NOW OR HEREAFTER AMENDED AND AUTHORIZES THE ATTORNEY
OF THE BANK, OR THE SUCCESSOR THERETO, TO ISSUE A WRIT OF PREJUDGMENT
REMEDY WITHOUT COURT ORDER.  FURTHER, THE GUARANTOR HEREBY WAIVES, TO THE
EXTENT PERMITTED BY LAW, THE BENEFITS OF ALL VALUATION, APPRAISEMENTS,
HOMESTEAD, EXEMPTION, STAY, REDEMPTION AND MORATORIUM LAWS NOW IN FORCE
OR WHICH MAY HEREAFTER BECOME LAWS.  THE GUARANTOR ACKNOWLEDGES THAT IT
MAKES THESE WAIVERS KNOWINGLY, VOLUNTARILY AND ONLY AFTER EXTENSIVE
CONSIDERATION OF THE RAMIFICATIONS OF THESE WAIVERS WITH ITS ATTORNEYS.

Section 21.  WAIVER OF JURY TRIAL.  THE GUARANTOR AND THE BANK MUTUALLY
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A
TRIAL BY JURY IN RESPECT OF THE CLAIM BASED HEREON, ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER FACILITY DOCUMENTS
CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR THE COURSE OF
CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF THE PARTY.  THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR
THE BANK TO ACCEPT THIS AGREEMENT AND MAKE THE LOANS.


IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly
executed and delivered as of the date first above written.

STANDARD MANAGEMENT CORPORATION


By___________________________
    Name:  Stephen M. Coons, Esq.
    Title:  Executive Vice President and General Counsel


Address:
9100 Keystone Crossing
6th Floor
Indianapolis, Indiana   46420

Schedule A - List of Borrowers
Schedule 9(i) - List of Subsidiaries
<PAGE>



                               SCHEDULE A
                            LIST OF BORROWERS

NAME                                         RESIDENT ADDRESS
Ronald D. Hunter                             3570 Sedgemoor Circle
                                             Carmel, Indiana 46032
Stephen M. Coons                             1135 Brookhaven Court
                                             Atlanta, Georgia 30319
Raymond J. Ohlson                            13728 Smokey Ridge Road
                                             Carmel,Indiana 46033
Paul B. Pheffer                              8651 Jaffa Court, E. Drive, #17
                                             Indianapolis, Indiana 46260
Edward T. Stahl                              7328 Sylvan Ridge Road
                                             Indianapolis, Indiana 46240
Ramesh H. Bhat                               4127 Boca Trail
                                             Fort Wayne, Indiana 46815
Robert A. Borns                              515 Round Hill Road
                                             Indianapolis, Indiana 46260
Jerry E. Francis                             340 Staffordshire Road
                                             Winston-Salem, North Carolina 27104
Patrick M. Whicher                           47 rue Nic Martha
                                             L-2133 Luxembourg
<PAGE>



                              SCHEDULE 9(I)
                          LIST OF SUBSIDIARIES


STATE OFPERCENTAGE
SUBSIDIARYINCORPORATIONOWNERSHIP
1.Standard Life Insurance Company of IndianaIndiana100%
2.Standard Marketing CorporationIndiana100%
3.Dixie National Life Insurance CompanyMississippi99%
4.Savers Life Insurance CompanyNorth Carolina100%