STOCK PURCHASE AGREEMENT

                     DATED AS OF June 4, 1998

                          By and Between


                         MC EQUITIES, INC.

                        New York, New York;


                                    and


                  STANDARD MANAGEMENT CORPORATION

                       Indianapolis, Indiana


                            For The Purchase Of


            MIDWESTERN NATIONAL LIFE INSURANCE COMPANY OF OHIO

                          Mayfield Village, Ohio



<PAGE>
                         TABLE OF CONTENTS


                                                             PAGE
ARTICLE I  DEFINITIONS..........................................1
     1.1   TERMS DEFINED 1
     1.2   OTHER DEFINITIONAL PROVISIONS 1

ARTICLE II   SALE OF SHARES AND CLOSING.........................1
     2.1   P URCHASE AND SALE 1
     2.2   PURCHASE PRICE 2
     2.3   ADJUSTMENT 2
     2.4   SMC COMMON STOCK 3
     2.5   CLOSING 3

ARTICLE III   REPRESENTATIONS AND WARRANTIES OF SELLER..........3
     3.1   ORGANIZATION 3
     3.2   AUTHORITY 4
     3.3   CAPITAL STOCK 4
     3.4   NO SUBSIDIARIES 4
     3.5   NO CONFLICTS OR VIOLATIONS 4
     3.6   BOOKS AND RECORDS 5
     3.7   SAP STATEMENTS 5
     3.8   GAAP STATEMENTS 6
     3.9   NO OTHER FINANCIAL STATEMENTS 6
     3.10  AVAILABILITY OF ASSETS 6
     3.11  RESERVES 6
     3.12  ABSENCE OF CHANGES 7
     3.13  NO UNDISCLOSED LIABILITIES 10
     3.14  TAX MATTERS 11
     3.15  LITIGATION 12
     3.16  COMPLIANCE WITH LAWS 13
     3.17  EMPLOYEE BENEFITS 14
     3.18  EMPLOYEE RELATIONS 14
     3.19  PROPERTIES 15
     3.20  CONTRACTS 15
     3.21  INSURANCE ISSUED BY THE COMPANY 17
     3.22  THREATS OF CANCELLATION 19
     3.23  LICENSES AND PERMITS 19
     3.24  OPERATIONS INSURANCE 19
     3.25  INTERCOMPANY ACCOUNTS 19
     3.26  BANK ACCOUNTS 19
     3.27  BROKERS 20
     3.28  DISCLOSURE 20
     3.29  SENSITIVE PAYMENTS 20

ARTICLE IV   REPRESENTATIONS AND WARRANTIES OF BUYER...........20
     4.1   ORGANIZATION 20
     4.2   AUTHORITY 21
     4.3   NO CONFLICTS OR VIOLATIONS 21
     4.4   LITIGATION 22
     4.5   PURCHASE FOR INVESTMENT 22
     4.6   CAPITALIZATION 22
     4.7   BROKERS 22
     4.8   DISCLOSURE 23

ARTICLE V   COVENANTS OF SELLER................................23
     5.1   REGULATORY AND OTHER APPROVALS 23
     5.2   INVESTIGATION BY THE BUYER 23
     5.3   NO NEGOTIATIONS, ETC 24
     5.4   CONDUCT OF BUSINESS 24
     5.5   FINANCIAL STATEMENTS AND REPORTS 26
     5.6   INVESTMENTS 26
     5.7   EMPLOYEE MATTERS 27
     5.8   NO CHARTER AMENDMENTS 28
     5.9   NO ISSUANCE OF SECURITIES 28
     5.10  NO DIVIDENDS 28
     5.11  NO DISPOSAL OF PROPERTY 28
     5.12  NO BREACH OR DEFAULT 28
     5.13  NO INDEBTEDNESS 28
     5.14  NO ACQUISITIONS 29
     5.15  INTERCOMPANY ACCOUNTS 29
     5.16  RESIGNATIONS OF OFFICERS AND DIRECTORS 29
     5.17  OTHER MATTERS 29
     5.18  DISCLOSURE SCHEDULE 29
     5.19  NOTICE AND CURE 29

ARTICLE VI   COVENANTS OF BUYER................................30
     6.1   REGULATORY APPROVALS 30
     6.2   NOTICE AND CURE 30
     6.3   DISCLOSURE SCHEDULE 30

ARTICLE VII   CONDITIONS TO OBLIGATIONS OF BUYER...............31
     7.1   REPRESENTATIONS AND WARRANTIES 31
     7.2   PERFORMANCE 31
     7.3   OFFICER'S CERTIFICATES 31
     7.4   NO INJUNCTION 31
     7.5   NO PROCEEDING OR LITIGATION 31
     7.6   CONSENTS, AUTHORIZATIONS, ETC 32
     7.7   NO ADVERSE CHANGE 32
     7.8   OPINION OF COUNSEL 32
     7.9   HART-SCOTT. 32
     7.10  RESIGNATION OF OFFICERS AND DIRECTORS 32
     7.11  APPROVAL BY FLEET AND CONSECO 33
     7.12  ADJUSTED CAPITAL AND SURPLUS 33
     7.13  SELLER  STOCKHOLDER APPROVAL 33
     7.14  CONSENT OF ERNST & YOUNG. 33
     7.15  ASSIGNMENT  OF  MARKETING  AGREEMENT  BETWEEN  SELLER  AND  LEAD
           AMERICA, LLC........................................33

ARTICLE VIII   CONDITIONS TO OBLIGATIONS OF SELLER.............33
     8.1   REPRESENTATIONS AND WARRANTIES 33
     8.2   PERFORMANCE 34
     8.3   OFFICER'S CERTIFICATES 34
     8.4   NO INJUNCTION 34
     8.5   NO PROCEEDING OR LITIGATION 34
     8.6   CONSENTS, AUTHORIZATIONS, ETC. 34
     8.7   OPINION OF COUNSEL 35
     8.8   SELLER STOCKHOLDER APPROVAL 35
     8.9   ADJUSTED CAPITAL AND SURPLUS 35
     8.10  MATERIAL ADVERSE CHANGE 35
     8.11  HART-SCOTT. 35
     8.12  FLEET 35

ARTICLE IX   SURVIVAL OF PROVISIONS; REMEDIES..................35
     9.1   SURVIVAL 35
     9.2   AVAILABLE REMEDIES 36

ARTICLE X   INDEMNIFICATION....................................36
     10.1  INDEMNIFICATION BY SELLER 36
     10.2  INDEMNIFICATION BY BUYER 37
     10.3  DEFENSE BY THE INDEMNIFYING PARTY 37
     10.4  DEFENSE BY INDEMNIFIED PARTY 38
     10.5  MANNER OF INDEMNIFICATION 39
     10.6  NON-EXCLUSIVE 39
     10.7  ASSIGNMENT OF INDEMNIFICATION 39



ARTICLE XI   TERMINATION.......................................39
     11.1  TERMINATION 39
     11.2  EFFECT OF TERMINATION 40
     11.3  CERTAIN PAYMENTS 41

ARTICLE XII   MISCELLANEOUS....................................41
     12.1  NOTICES 41
     12.2  ENTIRE AGREEMENT 42
     12.3  EXPENSES 42
     12.4  PUBLIC ANNOUNCEMENTS 42
     12.5  CONFIDENTIALITY 43
     12.6  FURTHER ASSURANCES 43
     12.7  WAIVER 43
     12.8  AMENDMENT 43
     12.9  COUNTERPARTS 43
     12.10 NO THIRD PARTY BENEFICIARY 43
     12.11 JURISDICTION AND VENUE 44
     12.12 GOVERNING LAW 44
     12.13 BINDING EFFECT 44
     12.14 ASSIGNMENT 44
     12.15 HEADINGS, ETC. 44
     12.16 INVALID PROVISIONS 44
     12.17 REPURCHASE OF SMC COMMON STOCK 44
<PAGE>
                     STOCK PURCHASE AGREEMENT


     THIS  STOCK  PURCHASE AGREEMENT ("Agreement") is made and entered into
as of June 4, 1998  by  and  between  Standard  Management  Corporation, an
Indiana  corporation  (the  "Buyer")  and  MC  Equities,  Inc.,  a Delaware
corporation (the "Seller").

                       W I T N E S S E T H:

     WHEREAS, Seller is the beneficial owner of  1,000 shares of the issued
and  outstanding  of  the  11,765  authorized capital common stock ("Common
Stock"), $1.00 par value per share ("the  Shares")  of  Midwestern National
Life Insurance Company of Ohio, an Ohio corporation (the "Company"); and

     WHEREAS,  Seller desires to sell, and Buyer desires to  purchase  from
Seller, all of the  Shares of Midwestern National Life Insurance Company of
Ohio;

     NOW,  THEREFORE,   in   consideration  of  the  mutual  covenants  and
agreements set forth in this Agreement,  and  for  other  good and valuable
consideration,   the   receipt   and   sufficiency   of  which  are  hereby
acknowledged, the parties hereto agree as follows:

                             ARTICLE I

                            DEFINITIONS

     1.1   TERMS DEFINED.  The capitalized terms used in this Agreement and
not defined herein shall have the meanings specified in EXHIBIT A.

     1.2   OTHER  DEFINITIONAL  PROVISIONS.  Unless the  context  otherwise
requires, (a) references in this  Agreement  to  the  singular number shall
include  the  plural,  and  the plural number shall include  the  singular;
(b) words denoting gender shall include the masculine, feminine and neuter;
(c) the words "hereof," "herein"  and  "hereunder"  and  words  of  similar
import  refer  to  this  Agreement  as  a  whole  and not to any particular
provision  of this Agreement, (d) unless otherwise specified,  all  Article
and Section  references  pertain to this Agreement; (e) the term "or" means
"and/or"; and (f) the phrase  "ordinary  course  of business and consistent
with past practice" refers to the business and practice  of  the  Seller or
the Company, as the case may be.

                            ARTICLE II

                    SALE OF SHARES AND CLOSING

     2.1   PURCHASE  AND SALE.  The Seller agrees to sell to the Buyer  and
the Buyer agrees to purchase from the Seller the Shares at the Closing upon
the terms and subject to the conditions set forth in this Agreement.

     2.2   PURCHASE PRICE.   (a)  Subject to adjustment pursuant to Section
2.3  hereof, the purchase price  (the  "Purchase  Price")  for  the  Shares
payable  at  the Closing shall be equal to $17,261,000, of which $5,136,000
is payable by wire transfer in immediately available funds to such bank and
account as the  Seller  may  specify  by  written  notice  received  by the
Purchaser  at  least  two (2) Business Days prior to the Closing Date.  The
balance of the Purchase  Price  is  payable  at  Closing  as  follows:  (i)
Assumption of certain debt due Fleet National Bank in the sum of $6,000,000
from  the Seller  (the "Fleet Loan") upon restructured terms and conditions
satisfactory  to Purchaser in its sole discretion; and (ii) The issuance of
$6,125,000  in  value   of  shares  of  Standard  Management  Corporation's
restricted common stock ("SMC  Common Stock"), the number of such shares to
be rounded to the nearest hundredth  of  a  share  determined  by  dividing
$6,125,000 by the average of the closing trading prices as reported  by the
NASDAQ  National  Market  (the "Average Trading Price") of SMC Common Stock
for the ten (10) consecutive  trading days ending on the fifth Business Day
prior to the Closing Date; (b)  Not  later than two (2) Business Days prior
to the Closing Date, the Seller shall  cause  the  Company  to  prepare and
deliver  to  the Buyer a statutory balance sheet of the Company as  of  the
last day of the  most  recent calendar month prior to the Closing for which
such a balance sheet is  available  (the "Closing Balance Sheet"), together
with a list of the investment securities  to  be held by the Company at the
Closing and the respective Fair Market Value and  statutory  carrying value
of each such investment security as of the date which is three (3) Business
Days  prior  to  the  Closing  Date  (the "Closing Asset Statement").   The
foregoing documents shall be accompanied  by  a certificate of the Company,
executed by its chief financial officer, to the effect that (i) the Closing
Balance Sheet has been prepared in accordance with the books and records of
the  Company  and SAP, and fairly presents the financial  position  of  the
Company as of the  date  thereof,  and (ii) the Closing Asset Statement has
been prepared in accordance with the  books  and records of the Company and
this Agreement.

     2.3   ADJUSTMENT.

           (a) Not later than two (2) Business  Days  prior to Closing, the
     Seller will determine and will deliver to the Buyer  a  certificate of
     the  chief  financial officer of the Company setting forth  on  a  PRO
     FORMA basis the  Company's  determination  of the Adjusted Capital and
     Surplus  of  Company as of the Closing Date, together  with  true  and
     complete copies  of all Work Papers related thereto (collectively, the
     "Closing Adjusted Capital and Surplus").

           (b) The Adjusted  Capital  and  Surplus  of the Company shall be
     determined  in  accordance  with the Formula set forth  on  EXHIBIT  B
     hereto.

           (c) If the Closing Adjusted  Capital  and  Surplus  is less than
     $8,337,000, the Purchase Price and the amount of the Purchase Price to
     be paid by delivery of SMC Common Stock shall be reduced by the amount
     by which the Closing Adjusted Capital and Surplus shall be  less  than
     $8,337,000.

           (d)  If the Closing Adjusted Capital and Surplus is greater than
     $8,437,000, the Purchase Price and the amount of the Purchase Price to
     be paid by delivery  of  SMC  Common  Stock  shall be increased by the
     amount  by  which the Closing Adjusted Capital and  Surplus  shall  be
     greater than $8,437,000.

     2.4   SMC COMMON  STOCK.   The  SMC  Common  Stock  transferred to the
Seller  pursuant  to SECTION 2.2 hereof shall be non-transferrable  by  the
Seller for a period of one (1) year from the date of Closing; provided that
the Seller may distribute  some  or all of such SMC Common Stock to holders
of the capital stock of the Seller  (a  "Permitted  Disbributee"),  if each
Permitted  Distributee  agrees  in writing to be bound by the terms of this
Section 2.4.  Subject to applicable rules and regulations, Seller (and each
Permitted Distributee) shall have the right to sell or transfer any portion
of the SMC Common Stock at any time  after  the  first  anniversary  of the
Closing Date.

     2.5   CLOSING.   The  Closing of the transactions contemplated by this
Agreement will take place at  the  offices  of  Edwards  & Angell, LLP, 750
Lexington Avenue, 12{th} Floor, New York, New York 10022,  or at such other
place  as  both  parties  shall  agree, at 10:00 a.m., local time,  on  the
Closing Date.  At the Closing, the  Seller  will  deliver to the Buyer such
documents  and  instruments  as the Buyer may reasonably  request  for  the
purpose  of effectuating the purchase  and  sale  of  the  Shares  and  the
transactions   contemplated   hereby,   including,  without  limitation,  a
certificate or certificates representing  the  Shares issued in the name of
the Buyer.


                            ARTICLE III

             REPRESENTATIONS AND WARRANTIES OF SELLER

     The Seller hereby represents and warrants to  the Buyer as of the date
of  this  Agreement  and  as  of  the  Closing  Date as follows  (it  being
acknowledged by the Buyer that any matter, fact,  circumstance or condition
disclosed with respect to any Section of the Disclosure  Schedule  shall be
deemed   applicable   to   and   to  modify  and  supplement  each  of  the
representations and warranties set  forth  below  relating  to such matter,
fact, circumstance or condition):

     3.1   ORGANIZATION.   Seller is a corporation duly organized,  validly
existing, and in good standing  under the laws of the State of Delaware and
has full corporate power and authority  to enter into this Agreement and to
perform  its  obligations under this Agreement.   The  Company  is  a  life
insurance company  duly  organized,  validly existing, and in good standing
under  the  Laws of the State of Ohio.   To  the  Seller's  Knowledge,  the
Company is duly  licensed,  qualified, or admitted to do business and is in
good standing or holds certificates  of  compliance in all jurisdictions in
which the failure to be so licensed, qualified,  or  admitted  and  in good
standing  or  to  hold  certificates  of compliance, individually or in the
aggregate with other such failures, has  or  may  reasonably be expected to
have  a material adverse effect on the validity or enforceability  of  this
Agreement,  on  the ability of the Company to perform its obligations under
this  Agreement,  or   on   the  Business  or  Condition  of  the  Company.
SECTION 3.1 of the Disclosure Schedule contains a true and complete list of
the states in which the Company  is  licensed  to  write  life  and  health
insurance.

     3.2   AUTHORITY.   The  Board  of Directors of the Seller has duly and
validly approved this Agreement and the  transactions  contemplated hereby.
The  execution  and  delivery  of  this  Agreement  by the Seller  and  the
performance  by  the  Seller of its obligations under this  Agreement  have
been,  or on or before the  close  of  business  of  the  twentieth  (20th)
Business Day following the date of this Agreement, will be duly and validly
authorized  by  all  necessary  corporate action on the part of the Seller.
Subject to receipt of the Seller's  Stockholder  Approval,   this Agreement
constitutes  a legal, valid, and binding obligation of the Seller  and  the
Company and is enforceable against the Seller and the Company in accordance
with its terms, except to the extent that (a) enforcement may be limited by
or subject to  any  bankruptcy,  insolvency, reorganization, moratorium, or
similar Laws now or hereafter in effect  relating to or limiting creditors'
rights generally and (b) the remedy of specific  performance and injunctive
and  other  forms  of  equitable  relief are subject to  certain  equitable
defenses and to the discretion of the  court or other similar Person before
which any proceeding therefor may be brought.

     3.3   CAPITAL STOCK.  The authorized  capital  stock  of  the  Company
consists  of  11,765 shares of common stock, $1.00 par value per share,  of
which 1,000 shares  are  validly  issued  and  outstanding,  fully paid and
nonassessable, and owned beneficially and of record by the Seller, free and
clear  of  all  Liens,  except  for Liens disclosed in SECTION 3.3  of  the
Disclosure Schedule.  Except as disclosed  in SECTION 3.3 of the Disclosure
Schedule,  there  are  no  outstanding  securities,   obligations,  rights,
subscriptions,  warrants, options, charter or founders insurance  policies,
phantom stock rights, or (except for this Agreement) other Contracts of any
kind that give any Person the right to (a) purchase or otherwise receive or
be issued any shares  of  capital  stock  of  the  Company (or any interest
therein)  or  any  security  or Liability of any kind convertible  into  or
exchangeable  for any shares of  capital  stock  of  the  Company  (or  any
interest therein)  or  (b)  receive  any  benefits or rights similar to any
rights  enjoyed by or accruing to a holder of  the  Common  Stock,  or  any
rights to  participate  in  the equity, income, or election of directors or
officers of the Company.

     3.4   NO SUBSIDIARIES.   Except  as  disclosed  in  SECTION 3.4 of the
Disclosure  Schedule,  to  the  Seller's  Knowledge, the Company  does  not
control (whether directly or indirectly, whether  through  the ownership of
securities  or  by  Contract or proxy, and whether alone or in  combination
with others) any corporation,  partnership, business organization, or other
similar Person.

     3.5   NO CONFLICTS OR VIOLATIONS.   To  the  Seller's  Knowledge,  the
execution  and  delivery  of this Agreement by the Seller does not, and the
performance by the Seller of its obligations under this Agreement will not:

           (a) subject to obtaining  the approvals contemplated by SECTIONS
     5.1 and 6.1 hereof, violate any term  or  provisions of any Law or any
     writ, judgment, decree, injunction, or similar order applicable to the
     Seller or the Company;

           (b)  conflict with or result in a violation  or  breach  of,  or
     constitute (with or without notice or lapse of time or both) a default
     under, any of  the terms, conditions, or provisions of the articles or
     certificate of incorporation or Bylaws of the Seller or the Company;

           (c) result  in  the  creation or imposition of any Lien upon the
     Seller or the Company or any of their respective Assets and Properties
     that individually or in the  aggregate with any other Liens has or may
     reasonably  be expected to have  a  material  adverse  effect  on  the
     validity or enforceability of this Agreement, or on the ability of the
     Seller to perform its obligations under this Agreement;

           (d) conflict  with  or  result  in  a violation or breach of, or
     constitute (with or without notice or lapse of time or both) a default
     under,  or give to any Person any right of termination,  cancellation,
     acceleration,  or  modification in or with respect to, any Contract to
     which the Seller or  the  Company  is a party or by which any of their
     respective Assets or Properties may  be bound and as to which any such
     conflicts, violations, breaches, defaults,  or  rights individually or
     in the aggregate have or may reasonably be expected to have a material
     adverse effect on the validity or enforceability of this Agreement, on
     the  ability  of  the  Seller  to perform its obligations  under  this
     Agreement, or on the Business or Condition of the Company; or

           (e) require the Seller or  the  Company  to  obtain any consent,
     approval, or action of, or make any filing with or give any notice to,
     any Person except: (i) as contemplated in SECTION 5.1  hereof; (ii) as
     disclosed  in  SECTION  3.5(E) of the Disclosure Schedule;  (iii)  the
     Seller Stockholder Approval;  or  (iv)  those  which  the  failure  to
     obtain,  make, or give individually or in the aggregate with any other
     such failures  has  or  may reasonably be expected to have no material
     adverse effect on the validity or enforceability of this Agreement, on
     the  ability of the Seller  to  perform  its  obligations  under  this
     Agreement.

     3.6   BOOKS  AND  RECORDS.  The minute books and other similar records
of  the  Company contain a  true  and  complete  record,  in  all  material
respects,  of all actions taken at all meetings and by all written consents
in lieu of meetings  of  the  stockholder,  Board  of  Directors,  and each
committee  thereof  of  the  Company  since  the  Acquisition Date.  To the
Seller's Knowledge, the Books and Records of the Company accurately reflect
in all material respects the Business or Condition of the Company.

     3.7   SAP  STATEMENTS.   The Seller has previously  delivered  to  the
Company true and complete copies  of the Annual Statements, and audited SAP
basis financial statements of the Company  for  each  of  the  years  ended
December  31,  1995,  1996,  and  1997,  and  unaudited SAP basis financial
statements of the Company for the three months  ended  March  31, 1998 (and
the  notes relating thereto, whether or not included therein).   Except  as
disclosed  in  SECTION  3.7  of  the  Disclosure  Schedule, to the Seller's
Knowledge, each such SAP Statement complied in all  material  respects with
all  applicable  Laws  when  so  filed, and to the Seller's Knowledge,  all
material deficiencies with respect  to  any  such  SAP  Statement have been
cured  or  corrected.  To the Seller's Knowledge, each such  SAP  Statement
(and  the  notes  relating  thereto,  whether  or  not  included  therein),
including,  without   limitation,  each  balance  sheet  and  each  of  the
statements of operations,  capital  and  surplus  account,  and  cash  flow
contained  in the respective SAP Statement, was prepared in accordance with
SAP, subject  in  the  case of any interim financial statements to year-end
and audit adjustments, is  true  and complete in all material respects, and
fairly presents the financial condition, the Assets and Properties, and the
Liabilities of the Company, in each case as of the respective dates thereof
and the results of operations and  changes  in  capital  and surplus and in
cash  flow  of  the  Company for and during the respective periods  covered
thereby.

     3.8   GAAP  STATEMENTS.    SECTION  3.8  of  the  Disclosure  Schedule
contains (i) the audited balance  sheets  of the Company as of December 31,
1995, 1996, and 1997 and the related statements  of  income,  stockholders'
equity  and  cash  flows  for  the  years  then  ended,  together  with the
appropriate  notes  to  such  financial  statements, and (ii) the unaudited
balance  sheet  of  the  Company  as  of March 31,  1998  and  the  related
statements  of  income and cash flows for  the  three  months  then  ended.
Except as set forth  therein or in the notes thereto, to Seller's Knowledge
such balance sheets and  statements  of  income  and  cash flows, have been
prepared  in  conformity  with  generally  accepted  accounting  principles
consistently  applied  except  as  otherwise noted in SECTION  3.8  of  the
Disclosure Schedule, and such balance  sheets  and  related  statements  of
income  and cash flows present fairly the financial position and results of
operations  of   the  Company  as  of  their  respective  dates and for the
respective  periods  covered  thereby, subject in the case of  any  interim
financial statements to year-end and audit adjustments.

     3.9   NO  OTHER  FINANCIAL  STATEMENTS.    Except  for  the  financial
statements  described  in  SECTION 3.7 and SECTION 3.8  (collectively,  the
"Financial Statements"), since  March  31,  1998 no other similar financial
statements have been prepared by or with respect to the Company (whether on
a GAAP, SAP, or other basis), other than monthly internal statements and/or
financial statements provided to the Ohio Department of Insurance.

     3.10  AVAILABILITY OF ASSETS.  Except as  set forth in SECTION 3.10 of
the Disclosure Schedule, to the Seller's Knowledge, the Company owns all of
the assets used in its Business (including, but  not limited to, all books,
records, computers and computer programs and data  processing  systems) and
all such assets are in good condition (subject to normal wear and tear) and
serviceable condition and are suitable for the uses for which intended.

     3.11  RESERVES.  To Seller's Knowledge, all reserves and other similar
amounts with respect to insurance and annuities as established or reflected
in  the  SAP  Statements  of the Company dated as of December 31, 1997  and
March  31,  1998 were determined  in  accordance  with  generally  accepted
actuarial principles  consistently  applied  that  are in accordance in all
material respects with those called for by the provisions  of  the  related
insurance   and   annuity   Contracts   and  in  the  related  reinsurance,
coinsurance,  and  other  similar  Contracts   of  Company,  and  meet  the
requirements of the insurance Laws of the State  of  Ohio,  the  states  in
which  the  Company  is  licensed,  and  states in which such insurance and
annuity Contracts were issued or delivered.   To  Seller's  Knowledge,  all
such  reserves  and other similar amounts will be adequate (under generally
accepted actuarial  principles  consistently  applied)  to  cover the total
amount  of  all  reasonably  anticipated  matured  and  unmatured benefits,
dividends, claims, and other Liabilities of the Company under all insurance
and  annuity  Contracts  under  which  the  Company  has or will  have  any
Liability (including, without limitation, any Liability arising under or as
a result of any reinsurance, coinsurance, or other similar Contract) on the
respective  dates  of  such  SAP  Statements.  To Seller's  Knowledge,  the
Company owns assets that qualify as  legal  reserve assets under applicable
insurance Laws in an amount at least equal to  all  such  required reserves
and other similar amounts.

     3.12  ABSENCE OF CHANGES.  Except as disclosed in SECTION  3.12 of the
Disclosure Schedule or as specifically reflected in the March 31,  1998 SAP
Statement, or except for changes or developments relating to the conduct of
the  business of the Company after the date of this Agreement in conformity
with this  Agreement  or  the  requests  of  the  Buyer,  to  the  Seller's
Knowledge,  since  March  31, 1998, there has not been, occurred, or arisen
any  change in, or any event  (including  without  limitation  any  damage,
destruction,  or  loss  whether or not covered by insurance), condition, or
state of facts of any character  that  individually or in the aggregate has
or may reasonably be expected to have a  material  adverse  effect  on  the
Business  or Condition of the Company.  Except as disclosed in SECTION 3.12
of the Disclosure  Schedule  (with  paragraph  references  corresponding to
those set forth below), or except as specifically reflected  in  the  March
31,  1998 SAP Statement, or except for changes or developments relating  to
the conduct of the business of the Company after the date of this Agreement
in conformity  with  this  Agreement  or  the  requests  of the Buyer since
March 31, 1998, to the Seller's Knowledge, the Company has operated only in
the  ordinary  course  of  business and consistent with past practice,  and
(without limiting the generality  of  the  foregoing)  there  has not been,
occurred, or arisen:

           (a)  any declaration, setting aside, or payment of any  dividend
     or other distribution  in  respect of the capital stock of the Company
     or any direct or indirect redemption,  purchase,  or other acquisition
     by the Company of any such stock or of any interest  in  or  right  to
     acquire any such stock;

           (b)  any  employment,  deferred  compensation,  or other salary,
     wage,  or compensation Contract entered into between the  Company  and
     any of its  officers,  directors,  employees,  agents, consultants, or
     similar  representatives,  except  for normal and customary  Contracts
     with agents and consultants in the ordinary  course  of  business  and
     consistent  with  past practice; or any increase in the salary, wages,
     or other compensation of any kind, whether current or deferred, of any
     officer, director,  employee,  agent,  consultant,  or  other  similar
     representative  of the Company other than routine increases that  were
     made in the ordinary  course  of  business  and  consistent  with past
     practice  and  that  did  not  result in an increase of more than five
     percent (5%) of the respective salary,  wages,  or compensation of any
     such Person; or any creation of any Benefit Plan  or  any contribution
     to or amendment or modification of any Benefit Plan;

           (c)  any  issuance, sale, or disposition by the Company  of  any
     debenture, note,  stock,  or  other security issued by the Company, or
     any modification or amendment of  any  right  of  the  holder  of  any
     outstanding  debenture,  note,  stock, or other security issued by the
     Company;

           (d) any Lien created on or  in  any of the Assets and Properties
     of the Company, or assumed by the Company  with respect to any of such
     Assets and Properties, which Lien relates to  Liabilities individually
     or in the aggregate exceeding $50,000 for the Company  or  which  Lien
     individually  or  in  the  aggregate  with  any other Liens has or may
     reasonably  be  expected  to  have a material adverse  effect  on  the
     Business or Condition of the Company;

           (e) any prepayment of any  Liabilities  individually  or  in the
     aggregate exceeding $50,000;

           (f)  any  Liability  involving  the  borrowing  of  money by the
     Company  in  a  single  instance  or  when  aggregated  with  all such
     borrowings exceeding $50,000;

           (g)  any  Liability  incurred  by the Company in any transaction
     (other than pursuant to any insurance,  annuity,  reinsurance or other
     Contract  entered  into  in  the  ordinary  course  of  business   and
     consistent  with  past practice) not involving the borrowing of money,
     except such Liabilities  incurred  by the Company, the result of which
     individually or in the aggregate cannot reasonably be expected to have
     a material adverse effect on the Business or Condition of the Company;

           (h) any damage, destruction, or  loss (whether or not covered by
     insurance) affecting any of the Assets and  Properties of the Company,
     which damage, destruction, or loss individually exceeds $50,000 or the
     result of which individually or in the aggregate has or may reasonably
     be  expected  to have a material adverse effect  on  the  Business  or
     Condition of the Company;

           (i)  any work  stoppage,  strike,  slowdown,  or  (to  the  best
     knowledge of  the Seller or the Company) union organizational campaign
     (in process or threatened) at or affecting the Company;

           (j)  any  material   change   in  any  underwriting,  actuarial,
     investment,  financial  reporting, or accounting  practice  or  policy
     followed by the Company,  or  in  any  assumption  underlying  such  a
     practice  or  policy,  or  in  any method of calculating any bad debt,
     contingency, or other reserve for  financial reporting purposes or for
     any other accounting purposes;

           (k) any payment, discharge, or  satisfaction  by  the Company of
     any Lien or Liability other than as permitted by (e) above or Liens or
     Liabilities   that    were   paid,   discharged,  or  satisfied  since
     December 31, 1997 in the ordinary course  of  business  and consistent
     with  past  practice,  or   were  paid,  discharged,  or satisfied  as
     required under this Agreement;

           (l)  any  cancellation  of  any  Liability in excess of  $50,000
     individually or in the aggregate owed to  the  Company  by  any  other
     Person;

           (m)  any  write-off  or  write-down  of, or any determination to
     write off or down any of, the Assets and Properties  of the Company or
     any portion thereof, except for write-offs or write-downs  that do not
     exceed $50,000 individually or in the aggregate for the Company;

           (n) any sale, transfer, or conveyance of any investments, or any
     other  Assets  and Properties, of the Company with an individual  book
     value or with an  aggregate book value in excess of $50,000, except as
     contemplated in SECTION  5.6  and  except  in  the  ordinary course of
     business and consistent with past practice;

           (o) any amendment, termination, waiver, disposal,  or  lapse of,
     or  other  failure to preserve, any license, permit, or other form  of
     authorization  of  the Company, the result of which individually or in
     the aggregate has or  may  reasonably  be  expected to have a material
     adverse effect on the Business or Condition of the Company;

           (p) any transaction or arrangement under which the Company paid,
     lent,  or  advanced  any  amount  to  or  in  respect   of,  or  sold,
     transferred, or leased any of its Assets and Properties or any service
     to,  (i) any officer or director of the Seller or the Company  (except
     for  payments of salaries and wages in the ordinary course of business
     and consistent  with  past  practice,  and  except  for  payments made
     pursuant   to  any  Contract  disclosed  in  SECTION  3.12(B)  of  the
     Disclosure Schedule),  or  of  any  Affiliate  of  the  Seller  or the
     Company,  or  of  any  such  officer of director; (ii) any business or
     other Person in which the Seller  or  the Company, any such officer or
     director, or any such Affiliate has any  material interest, except for
     advances made to, or reimbursements of, officers  or  directors of the
     Seller  or  the  Company  for  travel  and other business expenses  in
     reasonable amounts in the ordinary course  of  business and consistent
     with past practice and as disclosed in SECTION 3.12(P)  or 3.20 of the
     Disclosure Schedule; or (iii) any Affiliate of the Company pursuant to
     any  Contract  of  the  type  described in SECTION 3.12(G), except  as
     disclosed in SECTION 3.12(P) or 3.20 in the Disclosure Schedule;

           (q) any material amendment  of, or any failure to perform all of
     its obligations under, or any default  under,  or  any  waiver  of any
     right  under,  or any termination (other than on the stated expiration
     date) of, any Contract  (except  good faith disputes over claims) that
     involves or reasonably would involve the annual expenditure or receipt
     by the Company of more than $25,000  or  that  individually  or in the
     aggregate is material to the Business or Condition of the Company;

           (r)  any  material  decrease  in  the amount of, or any material
     change in the nature of, the insurance or  annuities  in  force of the
     Company  or  any  material  change  in  the  amount  or  nature of the
     reserves,  liabilities  or  other similar amounts of the Company  with
     respect  to  insurance  and  annuity   Contracts  (including,  without
     limitation, reserves and other similar amounts  of  a type required to
     be reflected respectively on lines 1 through 10 on page 3 of an Annual
     Statement of the Company);

           (s)   any   amendment   to   the  articles  or  certificate   of
     incorporation or Bylaws of the Company;

           (t) any termination, amendment,  or  execution by the Company of
     any reinsurance, coinsurance, or other similar  Contract, as ceding or
     assuming insurer;

           (u)  any  expenditure or commitment for additions  to  property,
     plant, equipment or other tangible or intangible capital assets of the
     Company, except for any expenditure or commitment that does not exceed
     $25,000 individually,  or  in  the aggregate $50,000, or the result of
     which individually or in the aggregate  does  not  have  and  may  not
     reasonably  be  expected  to  have  a  material  adverse effect on the
     Business or Condition of the Company;

           (v)  any  amendment  or  introduction  by  the  Company  of  any
     insurance  or  annuity Contract other than in the ordinary  course  of
     business and consistent with past practice;

           (w) any Contract  to  take  any of the actions described in this
     Section other than actions expressly permitted under this Section; or

           (x) any condition or state of  facts of any character (including
     without limitation any event, condition  or  state  of  facts  arising
     since  December 31, 1997), individually or in the aggregate having  or
     which may  reasonably be expected to have a material adverse effect of
     the Business or Condition of the Company.

     3.13  NO UNDISCLOSED  LIABILITIES.   Except to the extent specifically
reflected  in  the balance sheet included in  the  December  31,  1997  SAP
Statement (or in  the  notes  relating  thereto), or except as disclosed in
SECTION 3.13 of the Disclosure Schedule,  to  the Seller's Knowledge, there
were  no  Liabilities  (other  than policyholder benefits  payable  in  the
ordinary course of business and  consistent  with  past  practice) against,
relating  to,  or  affecting  the  Company  as  of  December 31, 1997  that
individually or in the aggregate have or may reasonably be expected to have
a  material  adverse effect on the Business or Condition  of  the  Company.
Except to the  extent  specifically reflected in the balance sheet included
in the March 31, 1998 SAP  Statement (or in the notes relating thereto), or
except as disclosed in SECTION  3.13  of  the  Disclosure  Schedule, to the
Seller's Knowledge, since March 31, 1998, the Company has not  incurred any
Liabilities  (other  than  policyholder  benefits  payable  in the ordinary
course of business and consistent with past practice) that individually  or
in  the  aggregate  have  or  may reasonably be expected to have a material
adverse effect on the Business or Condition of the Company.

     3.14  TAX MATTERS.

           (a) To the Seller's  Knowledge, the Company and its subsidiaries
     have filed all Tax Returns and  other  federal  and  state,  local and
     foreign  information returns and payee statements (including, but  not
     limited to,  Internal  Revenue  Service  forms  1096, 1098, 1099-MISC,
     1099-R,  and 5498) that they are required to file.   To  the  Seller's
     Knowledge,  all  such  Tax  Returns,  information  returns,  and payee
     statements were correct and complete in all material respects.  To the
     Seller's  Knowledge,  all  Taxes  owed  by  the Company and any of its
     subsidiaries (whether or not shown on any Tax  Return)  have been paid
     when  due  or  adequately  reserved for.  Except for the taxable  year
     1997,  to  the  Seller's  Knowledge,   the  Company  and  any  of  its
     subsidiaries is/are not currently the beneficiary  of any extension of
     time  within  which  to file any Tax Return, information  returns,  or
     payee statements.  To  the  Seller's Knowledge, no claim has ever been
     made by an authority in a jurisdiction  where  the  Company and any of
     its subsidiaries files/file Tax Returns, information returns, or payee
     statements that it/they is/are or may be subject to taxation  by  that
     jurisdiction,  which  would  have  an  adverse  material affect on the
     Business  or  Condition  of  the Company.  To the Seller's  Knowledge,
     there are no security interests  attached  to any of the assets of the
     Company or any of its subsidiaries that arose  in  connection with any
     failure (or alleged failure) to pay any Tax when due.

           (b)  To  the  Seller's  Knowledge, the Company and  any  of  its
     subsidiaries have withheld and  paid  all  Taxes required to have been
     withheld and paid in connection with amounts  paid  or  owing  to  any
     employee,  creditor,  independent  contractor,  policyholder, or other
     third party.

           (c) To Seller's Knowledge, no authority has notified the Company
     of an intention to assess any additional Taxes against the Company nor
     any of its subsidiaries for any period for which Tax Returns have been
     or should have been filed.  To Seller's Knowledge, there is no dispute
     or claim concerning any Tax Liability of the Company  or  any  of  its
     subsidiaries  either (A) claimed or raised by any authority in writing
     or (B) as to which  Seller  and  the Company and its subsidiaries have
     knowledge  based  upon  personal  contact   with  any  agent  of  such
     authority.  To Seller's Knowledge, SECTION 3.14(C)  of  the Disclosure
     Schedule  lists  all  federal,  state,  local, and foreign income  Tax
     Returns filed with respect to the Company and its subsidiaries for the
     taxable  years  ending 1995, 1996 and 1997.   To  Seller's  Knowledge,
     SECTION 3.14(C) of  the  Disclosure  Schedule  further  lists  all Tax
     Returns for taxable years since 1990 that have been audited and  lists
     all Tax Returns for any taxable year that are currently the subject of
     audit.   To  Seller's  Knowledge,  the  Seller  has  delivered  to the
     Purchaser  correct  and  complete  copies  of  all  federal income Tax
     Returns   listed  on  SECTION  3.14(C)  of  the  Disclosure  Schedule,
     examination  reports,  and statements of deficiencies assessed against
     or  agreed to by any of the  Company  and  its  subsidiaries  for  any
     taxable year covered by any such Tax Return.

           (d)  Except  as  disclosed  on SECTION 3.14(D) of the Disclosure
     Schedule, to Seller's Knowledge, the Company and its subsidiaries have
     not waived any statute of limitations in respect of Taxes or agreed to
     any extension of time with respect to a Tax assessment or deficiency.

           (e) Except as disclosed in SECTION  3.14(E)  of  the  Disclosure
     Schedule, the Company and its subsidiaries are not a party to  any Tax
     allocation  or  sharing  agreement.   Since  the Acquisition Date, the
     Company and its subsidiaries have not been (or  has  any Liability for
     unpaid  Taxes  because  it  once was) a member of an affiliated  group
     during any part of any consolidated return year.

           (f) To Seller's Knowledge,  SECTION  3.14(F)  of  the Disclosure
     Schedule sets forth the tax basis of the Company in its assets.

           (g) To Seller's Knowledge, the unpaid Taxes of the  Company  and
     its  subsidiaries  do not exceed the reserve for Tax Liability (rather
     than any reserve for  deferred  Taxes  established  to  reflect timing
     differences between book and Tax income) set forth on the  face of the
     Company's  SAP or GAAP Financial Statements (rather than in  any notes
     thereto) as adjusted for the passage of time through the Closing  Date
     in accordance with the past custom and practice of the Company and its
     subsidiaries in filing its/their Tax Returns.

           (h)  To  Seller's  Knowledge,  SECTION 3.14(H) of the Disclosure
     Schedule sets forth all federal Tax Returns  for  any taxable year for
     which the applicable statute of limitations has not expired.

     3.15  LITIGATION.   Except  as  disclosed  in  SECTION  3.15   of  the
Disclosure  Schedule (with paragraph references corresponding to those  set
forth below), to Seller's Knowledge:

           (a)  There are no actions, suits, investigations, or proceedings
     pending (assuming  the  legal  department  of the Company has received
     actual  notice  thereof),  or (to the best knowledge  of  the  Seller)
     threatened, against the Seller  or  the Company or any of their Assets
     and Properties, at law or in equity, in, before, or by any Person that
     individually or in the aggregate have or may reasonably be expected to
     have a material adverse effect on the  validity  or  enforceability of
     this Agreement, on the ability of the Seller or the Company to perform
     its respective obligations under this Agreement, or on the Business or
     Condition of the Seller or the Company.

           (b) There are no actions, suits, investigations,  or proceedings
     pending, or (to the best knowledge of the Seller) threatened,  against
     the  Company or any of their respective Assets and Properties, at  law
     or in equity, in, before, or by any Person that individually involve a
     claim  or  claims  for any injunction or similar relief or for Damages
     exceeding $50,000 or an unspecified amount of Damages.

           (c) There are no writs, judgments, decrees, or similar orders of
     any  Person  outstanding  against  the  Seller  or  the  Company  that
     individually exceed  $25,000  or that individually or in the aggregate
     have or may reasonably be expected  to  have a material adverse effect
     on the Business or Condition of the Seller  or  the Company, and there
     are no injunctions or similar orders of any Person outstanding against
     the Seller or the Company.

     3.16  COMPLIANCE WITH LAWS.  Except as disclosed  in  SECTION  3.16 of
the  Disclosure  Schedule,  to  Seller's  Knowledge,  the Company is not in
violation (or with or without notice or lapse of time or  both, would be in
violation)  of  any  term  or  provision of any Law or any writ,  judgment,
decree, injunction, or similar order  applicable  to  the Company or any of
its  Assets and Properties, the result of which violation  individually  or
violations  in  the  aggregate  has or may reasonably be expected to have a
material  adverse  effect on the Business  or  Condition  of  the  Company.
Without limiting the generality of the foregoing, to Seller's Knowledge:

           (a) Since  January  1,  1998,  the  Company has duly and validly
     filed  or  caused to be so filed all reports,  statements,  documents,
     registrations, filings, or submissions that were required by Law to be
     filed with any  Person  and  as  to  which  the  failure  to  so file,
     individually or in the aggregate with other such failures, has  or may
     reasonably  be  expected  to  have  a  material  adverse effect on the
     Business or Condition of the Company; all such filings  complied  with
     applicable  Laws  in all material respects when filed and, no material
     deficiencies have been asserted by any Person with respect to any such
     filings.

           (b) The Seller has previously delivered to the Buyer the reports
     reflecting  the  results   of  the  most  recent  triennial  financial
     examination of the Company dated  March 1, 1997 for the period through
     December 31, 1995, issued by the Insurance  Department of the State of
     Ohio.   Except  as  disclosed  in SECTION 3.16(B)  of  the  Disclosure
     Schedule, all material deficiencies  or violations in such report have
     been resolved to the satisfaction of the  Insurance  Department of the
     State of Ohio.

           (c)  Except  as  disclosed in SECTION 3.16(C) of the  Disclosure
     Schedule, all outstanding  insurance  and  annuity  Contracts  issued,
     reinsured  or  underwritten by the Company are, to the extent required
     under applicable  Laws,  on forms approved by the insurance regulatory
     authority of the jurisdiction where issued or have been filed with and
     not  objected to by such authority  within  the  period  provided  for
     objection.

           (d)  SECTION  3.16(D) of the Disclosure Schedule contains a true
     and complete list of   each  master  or  prototype  (as  well  as  any
     individually  designed) pension, profit sharing, defined benefit, Code
     Section 401(k),  and  other  retirement  or  employee  benefit plan or
     Contract  (including, but not limited to, simplified employee  pension
     plans, Code  Section  403(a),  (b) and (c) annuities, Keogh plans, and
     individual retirement accounts and  annuities)  offered or sold by the
     Company  to,  or  maintained  or  sponsored  for  the benefit  of  any
     employees  of,  any  other  Person,  and   each  determination  letter
     relating to the creation or amendment of any such  plan  or  Contract.
     Except  as  disclosed  in  SECTION 3.16(D) of the Disclosure Schedule,
     each such plan or Contract in all material respects conforms with, and
     has been offered, sold, maintained,  and sponsored in accordance with,
     all applicable Laws.  Except as disclosed  in  SECTION  3.16(D) of the
     Disclosure  Schedule, the Company is not a fiduciary with  respect  to
     any plan or Contract referenced in this SECTION 3.16(D).

             (1) The  Company  does  not  provide  administrative  or other
           contractual services for any plan or Contract referenced in this
           SECTION 3.16(D), including, but not limited to, any third  party
           administrative services for an Employee Welfare Benefit Plan.

             (2) To the extent that the Company maintains any collective or
           commingled funds or accounts which restrict the Persons who  may
           invest  therein  to tax-exempt entities or qualified plans, each
           such fund or account  (of  which  a  true  and complete list and
           description is disclosed in SECTION 3.16(D)(2) of the Disclosure
           Schedule)  has  been  established,  maintained and  operated  in
           accordance  with  all  applicable  Laws,   has   maintained  its
           tax-exempt  status and has no non-qualified plans or  trusts  or
           other taxable entities investing in it.

             (3)  In  addition   to   the  representations  and  warranties
           contained in SECTION 3.15, there  are  no claims pending, or (to
           the  best  knowledge of the Seller or the  Company)  threatened,
           against the  Company  or any of its Assets and Properties, under
           any fiduciary liability  insurance  policy  issued  by or to the
           Company  that  individually  or  in  the  aggregate  has or  may
           reasonably be expected to have a material adverse effect  on the
           Business or Condition of the Company.

     3.17  EMPLOYEE  BENEFITS.  Except as set forth in SECTION 3.17 of  the
Disclosure Schedule, to  Seller's Knowledge, neither the Company nor any of
its  subsidiaries  have  ever   had  any  Employee  Benefit  Plans  or  any
Liabilities  or obligation of any  kind  whatsoever  with  respect  to  any
current or former Employee Benefit Plans.

     3.18  EMPLOYEE  RELATIONS.  Except as set forth in SECTION 3.18 of the
Disclosure Schedule, to  Seller's  Knowledge,  the  Company has complied in
respect  of  the Business with all applicable laws, rules  and  regulations
which relate to  prices,  wages,  hours,  discrimination  in employment and
collective bargaining and to the operation of the Business  of  the Company
and  is  not liable for any arrears of wages or any taxes or penalties  for
failure  to  comply  with  any  of  the  foregoing,  the  result  of  which
noncompliance  or  payment  of  any  such  amount,  individually  or in the
aggregate  has  or  may  reasonably  be expected to have a material adverse
effect  on  the  Business  or   Condition  of  the  Company.   To  Seller's
Knowledge,  the  Company  is not a party to, and  is  not  affected  by  or
threatened with, any dispute or controversy with a union or with respect to
unionization or collective  bargaining.  To Seller's Knowledge, the Company
is not materially affected by any dispute or controversy with a union.

     3.19  PROPERTIES.    Except  as  disclosed  in  SECTION  3.19  of  the
Disclosure Schedule (with paragraph  references  corresponding to those set
forth below), to Seller's Knowledge:

           (a)  The  Company has good and valid title  to  all  debentures,
     notes, stocks, securities,  and  other  assets  that  are  of  a  type
     required  to  be  disclosed  in  Schedules  B through DB of its Annual
     Statement and that are owned by it, free and clear of all Liens.

           (b) The Company has a valid leasehold interest  in, all material
     real  property  used  in  the conduct of its business, operations,  or
     affairs or of a type required  to  be  disclosed  in Schedule A of the
     Company's Annual Statement, free and clear of all Liens.

           (c) The Company owns good and indefeasible title  to,  or  has a
     valid  leasehold  interest  in  or has a valid right under Contract to
     use, all material tangible personal  property  that  is  used  in  the
     conduct of its business, operations, or affairs, free and clear of all
     Liens.   All  such  tangible  personal  property  is in good operating
     condition and repair and is suitable for its current uses.

           (d)  The  Company has, and at all times after the  Closing  will
     have, the right to use, free and clear of any royalty or other payment
     obligations, claims  of infringement or alleged infringement, or other
     Liens,  all material marks, names, trademarks, service marks, patents,
     patent rights, assumed  names, logos, trade secrets, copyrights, trade
     names, and service marks that are used in the conduct of its business,
     operations,  or  affairs (of  which  a  true  and  complete  list  and
     description  is  disclosed   in  SECTION  3.19(D)  of  the  Disclosure
     Schedule), and  all material computer  software, programs, and similar
     systems  owned by or licensed to the Seller  or  the  Company  or  any
     Affiliate  of  the  Company  or  used  in the conduct of its business,
     operations,  or  affairs  (of  which  a true  and  complete  list  and
     description  is  disclosed  in  SECTION  3.19(D)   of  the  Disclosure
     Schedule). Neither the Seller nor the Company is in  conflict  with or
     in  violation  or  infringement  of, nor has the Seller or the Company
     received any notice of any conflict  with or violation or infringement
     of  or any claimed conflict with, any asserted  rights  of  any  other
     Person  with  respect  to  any  intellectual  property or any computer
     software,  programs,  or  similar systems material  to  the  Company's
     Business, including, without  limitation,  any of such items disclosed
     in SECTION 3.19(D) of the Disclosure Schedule.

     3.20  CONTRACTS.   To  Seller's  Knowledge,  SECTION   3.20   of   the
Disclosure  Schedule  (with paragraph references corresponding to those set
forth below) contains a  true  and  complete  list of each of the following
Contracts or other documents or arrangements (true and complete copies, or,
if none, written descriptions, of which have been  made  available  to  the
Buyer,  together  with  all  amendments thereto), to which the Company is a
party or by which any of its Assets and Properties is or may be bound:

           (a)  all employment,  agency,  consultation,  or  representation
     Contracts  or   other   Contracts  of  any  type  (including,  without
     limitation, loans or advances)  with  any  present  officer, director,
     employee,  agent, consultant, or other similar representative  of  the
     Company (or  former  officer, director, employee, agent, consultant or
     similar representative  of the Company, if there exists any present or
     future liability with respect  to  such Contract, whether now existing
     or  contingent) (other than Contracts  with  consultants  and  similar
     representatives  who  do  not receive compensation of $100,000 or more
     per year and other than employment or agency Contracts, not containing
     terms which are unduly burdensome  to  the Company, with agents who do
     not receive compensation of $100,000 or  more per year), and the name,
     position,  and  rate  of  compensation of each  such  Person  and  the
     expiration date of each such  Contract,  as  well  as  all sick leave,
     vacation,  holiday,  and  other  similar  practices,  procedures,  and
     policies  of  the  Company established or administered other  than  as
     Benefit Plans;

           (b) all Contracts  with  any  Person containing any provision or
     covenant limiting the ability of the  Company to engage in any line of
     business or to compete with or to obtain products of services from any
     Person or limiting the ability of any Person  to  compete  with  or to
     provide products or services to the Company;

           (c)  all  partnership, joint venture, profit-sharing, or similar
     Contracts with any Person (other than Benefit Plans);

           (d) all Contracts  relating  to  the  borrowing  of money by the
     Company or to the direct or indirect guarantee by the Company  of  any
     obligation  for  borrowed money or indebtedness of any other Person in
     excess of $50,000,  including without limitation any Contract relating
     to  the maintenance of  compensating  balances that are not terminable
     by the Company without penalty upon not  more than sixty (60) calendar
     days' notice,  any line of credit or similar  facility,   the  payment
     for  property, products, or services of any other Person even if  such
     property,  products,  or  services  are  not  conveyed,  delivered, or
     rendered, or  the obligation to take-or-pay, keep-well, make-whole, or
     maintain surplus or earnings levels or perform other financial  ratios
     or requirements; SECTION 3.20(D) of the Disclosure Schedule contains a
     true  and  complete list of any requirements for consents or approvals
     of  creditors  needed  to  consummate  the  transactions  contemplated
     hereby;

           (e)  all  leases  or subleases of material real property used in
     the Company's business, operations, or affairs, and all other material
     leases, subleases, or rental or use Contracts for which the Company is
     liable;

           (f)  all  Contracts  relating   to  the  future  disposition  or
     acquisition of any investment in or security  of  any Person or of any
     interest  in  any business enterprise (other than the  disposition  or
     acquisition of  investments  in  the  ordinary  course of business and
     consistent with past practice);

           (g)   all   Contracts   or   arrangements  (including,   without
     limitation, those relating to the sharing  or  allocation of expenses,
     personnel, services, or facilities) between or among  the  Seller  and
     the Company and any of their respective Affiliates or any other Person
     who is described in SECTION 3.12(P);

           (h)  all  material  reinsurance,  coinsurance,  or other similar
     Contracts  indicating,  with  respect  to  each  such  Contract,   the
     information  required  to  be disclosed in Schedule S of the Company's
     Annual Statement;

           (i) all outstanding proxies,  powers  of  attorney,  or  similar
     delegations of authority of the Company, except for powers of attorney
     for the service of process pursuant to applicable insurance Laws  with
     respect  to  the  Company or delegations of authority to agents of the
     Company in the ordinary  course  of  business and consistent with past
     practices;

           (j) all Contracts for any product, service, equipment, facility,
     or similar item (other than insurance  and  annuity  Contracts issued,
     reinsured, or underwritten by the Company and other than  reinsurance,
     coinsurance,  and  other  similar  Contracts) that by their respective
     terms do not expire or terminate or are not terminable by the Company,
     without penalty or other Liability,  within  twelve  (12) months after
     December 31, 1997; and

           (k)  all  other  Contracts  (other  than  insurance and  annuity
     Contracts  issued,  reinsured,  or underwritten by the  Company)  that
     involve the payment or potential payment pursuant to the terms of such
     Contracts, by or to the Company of  more  than $50,000 individually or
     in the aggregate or that are otherwise material  to  the  Business  or
     Condition of the Company.

     To  the  Seller's Knowledge, each Contract disclosed or required to be
disclosed in the  Disclosure  Schedule  pursuant to this Section is in full
force and effect and constitutes a legal,  valid, and binding obligation of
the Company and of each other Person that is  a party thereto in accordance
with  its  terms;  and  neither the Company nor any  other  party  to  such
Contract is in violation  or  breach  of or default under any such Contract
(or with or without notice or lapse of  time or both, would be in violation
or breach of or default under any such Contract).  Except  as  disclosed in
SECTION 3.20 of the Disclosure Schedule, to Seller's Knowledge, the Company
is not a party to or bound by any Contract that was not entered into in the
ordinary course of business and consistent with past practice or  that  has
or  may  reasonably  be  expected to have, individually or in the aggregate
with any other Contracts,  a  material  adverse  effect  on the Business or
Condition  of  the Company.  To Seller's Knowledge, the Company  is  not  a
party to or bound by any collective bargaining or similar labor Contract.

     3.21  INSURANCE  ISSUED  BY THE COMPANY.  Except as required by Law or
except  as disclosed in SECTION  3.21  of  the  Disclosure  Schedule  (with
paragraph  references  corresponding to those set forth below), to Seller's
Knowledge:

           (a) All insurance  or  annuity  Contract benefits payable to the
     Company  by  any  other Person that is a party  to  or  bound  by  any
     reinsurance, coinsurance,  or  other similar Contract with the Company
     have in all material respects been  paid  in accordance with the terms
     of the insurance, annuity, and other Contracts under which they arose,
     except  for  such benefits for which the Company  reasonably  believes
     there is a reasonable basis to contest payment.

           (b)  No  outstanding   insurance  or  annuity  Contract  issued,
     reinsured, or underwritten by  the Company entitles the holder thereof
     or any other Person to receive dividends,  distributions,  or to share
     in  the  income of the Company or receive any other benefits based  on
     the revenues or earnings of the Company or any other Person.

           (c)  The  underwriting standards utilized and ratings applied by
     the Company and by any other Person that is a party to or bound by any
     reinsurance, coinsurance,  or  other similar Contract with the Company
     conform in all material respects to industry accepted practices and to
     the  standards and ratings required  pursuant  to  the  terms  of  the
     respective reinsurance, coinsurance, or other similar Contracts.

           (d)   All  amounts  to  which  the  Company  is  entitled  under
     reinsurance,   coinsurance,  or  other  similar  Contracts  (including
     without limitation  amounts based on paid and unpaid losses) are fully
     collectible.

           (e) Except as set  forth  on  SECTION 3.21 (E) of the Disclosure
     Schedule, and except for such instances  as in the aggregate would not
     have a material adverse effect on the Company,  to Seller's Knowledge,
     there is no instance where (i) any insurance agent  who,  at  the time
     such agent wrote, sold or produced business for the Company or  any of
     its subsidiaries, was not duly licensed as an insurance agent for  the
     type  of  business  written,  sold  or  produced by such agent for the
     Company or any of its subsidiaries in the  particular  jurisdiction in
     which such agent wrote, sold or produced such business for the Company
     or any of its subsidiaries, or (ii) any such insurance agent  violated
     any  law  or  order  applicable to the writing, sale or production  of
     business for the Company  or  any  of its subsidiaries with respect to
     any business written, sold or produced  by  such agent for the Company
     or any of its subsidiaries.

           (f) The tax treatment under the Code of  all  insurance, annuity
     or  investment policies, plans, or contracts; all financial  products,
     employee  benefit  plans, individual retirement accounts or annuities;
     or any similar or related  policy, contract, plan, or product, whether
     individual, group, or otherwise,  issued or sold by the Company is and
     at all times has been the same to the  Buyer, policyholder or intended
     beneficiaries thereof as the tax treatment  under  the  Code for which
     such  contracts qualified or purported to qualify at the time  of  its
     issuance  or  purchase.   For  purposes  of  this SECTION 3.21(F), the
     provisions of the Code relating to the tax treatment of such contracts
     shall include, but not be limited to, Sections  72,  79, 89, 101, 104,
     105, 106, 125, 130, 401, 402, 403, 404, 408, 412, 415, 419, 419A, 501,
     505, 817, 818, 7702, and 7702A of the Code.

           (g)  No "vanishing premium" type policies have been  offered  or
     sold by the  Company.   There  have  been  no increases in the cost of
     insurance scales since issue of any interest-sensitive life contracts.

     3.22  THREATS OF CANCELLATION.  Except as disclosed in SECTION 3.22 of
the Disclosure Schedule, since the Acquisition Date, to Seller's Knowledge,
no  policyholder,  group of policyholder Affiliates,  or  Persons  writing,
selling, or producing  insurance  business  that  individually  or  in  the
aggregate  accounted  for five percent 5% or more of the premium or annuity
income of the Company for  the year ended December 31, 1997, has terminated
or threatened to terminate its relationship with the Company.

     3.23  LICENSES AND PERMITS.   Except  as  disclosed in SECTION 3.23 of
the  Disclosure  Schedule,  to  Seller's  Knowledge,  all  certificates  of
authority of the Company that are required for its business operations, and
affairs and that the failure to so own or hold  has  or  may  reasonably be
expected  to  have  a material adverse effect on its Business or Condition,
are valid and in full  force  and  effect,  and  free  of  any restrictions
imposed by any Person.

     3.24  OPERATIONS  INSURANCE.  To Seller's Knowledge, SECTION  3.24  of
the Disclosure Schedule  contains  a true and complete list and description
of all liability, property, workers  compensation,  directors  and officers
liability, and other similar insurance Contracts that insure the  business,
operations, or affairs of the Company or affect or relate to the ownership,
use,  or operations of any of the Assets and Properties of the Company  and
 that have  been issued to the Company or any of its Affiliates (including,
without limitation, the names and addresses of the insurers, the expiration
dates thereof,  and the annual premiums and payment terms thereof) or  that
are held by the Company  or  by any Affiliate of the Seller for the benefit
of the Company following the Closing.   To  Seller's  Knowledge,  all  such
insurance  is  in  full  force  and  effect  and  in light of the business,
operations, and affairs of the Company, is in amounts and provides coverage
that are reasonable and customary for Persons in similar businesses.

     3.25  INTERCOMPANY ACCOUNTS.  Other than reimbursed direct expenses as
reflected in the March 31, 1998  SAP Statement, or  except  as disclosed in
SECTION 3.25 of the Disclosure Schedule,  to Seller's Knowledge,  there are
no   intercompany  accounts  (receivable  or  payable)  arising  after  the
Acquisition  Date,  other  than  in  the  ordinary  course  of business and
consistent  with  past  practice  between  the  Company  and  any  of   its
Affiliates.   Except  as  disclosed  in  SECTION  3.25  of  the  Disclosure
Schedule,  since  March  31,  1998  all  settlements  of  such intercompany
accounts have been made, and all allocations of such intercompany  expenses
have  been applied, in the ordinary course of business and consistent  with
past practice.

     3.26  BANK  ACCOUNTS.   To  Seller's  Knowledge,  SECTION  3.26 of the
Disclosure  Schedule  contains   a true and complete list of the names  and
locations  of all banks, trust companies,  securities  brokers,  and  other
financial institutions  at which the Company has an account or safe deposit
box  or  maintains  a  banking,   custodial,   trading,  or  other  similar
relationship  and  a true and complete list and description  of  each  such
account, box, and relationship, indicating in each case the account number.

     3.27  BROKERS.   Except as disclosed in SECTION 3.27, all negotiations
relative to this Agreement  and  the  transactions contemplated hereby have
been  carried  out  by the Seller directly  with  the  Buyer,  without  the
intervention of any Person  on  behalf  of  the Seller in such manner as to
give rise to any valid claim by any Person against  the Buyer or the Seller
for a finder's fee, brokerage commission, or similar payment.

     3.28  DISCLOSURE.    Neither   this  Agreement  nor  any   certificate
furnished by the Seller to the Buyer  in  connection with this Agreement or
the transactions contemplated hereby contains  any  untrue  statement  of a
material fact by the Seller or omits to state a material fact by the Seller
necessary  to make the statements herein or therein not misleading in light
of the circumstances in which they were made.

     3.29  SENSITIVE  PAYMENTS.  Except as disclosed in SECTION 3.29 of the
Disclosure Schedule, to  the  Seller's  Knowledge,  (i)  the Company is not
involved in any transaction or other situation with any employee,  officer,
director  or  Affiliate of the Company which may be generally characterized
as a "conflict  of  interest",  including,  but  not  limited to, direct or
indirect interests in the business of competitors, suppliers  or  customers
of the Company, and (ii) there are no situations which involved or involves
(A)  the  use  of  any  corporate  funds for unlawful contributions, gifts,
entertainment or other unlawful expenses related to political activity, (B)
the  making  of  any direct or indirect  unlawful  payments  to  government
officials  or  others   from   corporate  funds  or  the  establishment  or
maintenance of any unlawful or unrecorded  funds,  (C) the violation of any
of  the provisions of The Foreign Corrupt Practices Act  of  1977,  or  any
rules or regulations promulgated thereunder, (D) the receipt of any illegal
discounts  or  rebates  or any other violation of the antitrust laws or (E)
any investigation by the  Securities  and  Exchange Commission or any other
federal, foreign, state or local government agency or authority.


                            ARTICLE IV

              REPRESENTATIONS AND WARRANTIES OF BUYER

     The Buyer hereby represents and warrants  to the Seller as of the date
of this Agreement and as of the Closing as follows:

     4.1   ORGANIZATION.   The  Buyer  is  a  corporation  duly  organized,
validly  existing, and in good standing under the  Laws  of  the  State  of
Indiana and  has  full  corporate  power  and  authority to enter into this
Agreement and to perform its obligations under this  Agreement.   The Buyer
is  duly  licensed,  qualified,  or  admitted to do business and is in good
standing in all jurisdictions in which  the  failure  to  be  so  licensed,
qualified,  or  admitted  and  in  good  standing,  individually  or in the
aggregate  with  other  such failure, has or may reasonably be expected  to
have a material adverse effect  on  the  validity or enforceability of this
Agreement, on the ability of the Buyer to  perform  its  obligations  under
this Agreement or on the Business or Condition of the Buyer.

     4.2   AUTHORITY.   The  Board  of  Directors of the Buyer has duly and
validly approved this Agreement and the transactions  contemplated  hereby.
The  execution  and  delivery  of  this  Agreement  by  the  Buyer  and the
performance by the Buyer of its obligations under this Agreement have  been
duly  and  validly authorized by all necessary corporate action on the part
of the Buyer.   This  Agreement  constitutes  a  legal,  valid, and binding
obligation of the Buyer and is enforceable against the Buyer  in accordance
with its terms, except to the extent that  enforcement may be limited by or
subject  to  any  bankruptcy,  insolvency,  reorganization, moratorium,  or
similar Laws now or hereafter in effect relating  to or limiting creditors'
rights generally and  the remedy of specific performance and injunctive and
other forms of equitable relief are subject to certain  equitable  defenses
and to the discretion of the court or other similar Person before which any
proceeding therefor may be brought.
     4.3   NO CONFLICTS OR VIOLATIONS.  The execution and delivery of  this
Agreement  by  the  Buyer  do  not, and the performance by the Buyer of its
obligations under this Agreement will not:

           (a)  subject  to  obtaining   the   approvals   contemplated  by
     SECTION 6.1 hereof, violate any term or provision of any  Law  or  any
     writ, judgment, decree, injunction, or similar order applicable to the
     Buyer;

           (b)  conflict  with  or  result  in a violation or breach of, or
     constitute (with or without notice or lapse of time or both) a default
     under, any of the terms, conditions, or  provisions of the articles of
     incorporation or Bylaws of the Buyer;

           (c) result in the creation or imposition  of  any  Lien upon the
     Buyer or any of its Assets and Properties that individually  or in the
     aggregate  with  any other Liens has or may reasonably be expected  to
     have a material adverse  effect  on  the validity or enforceability of
     this  Agreement  or  on  the  ability  of the  Buyer  to  perform  its
     obligations under this Agreement;

           (d)  conflict with or result in a violation  or  breach  of,  or
     constitute (with or without notice or lapse of time or both) a default
     under, or give  to  any person any right of termination, cancellation,
     acceleration, or modification  in  or with respect to, any Contract to
     which  the  Buyer  is  a  party or by which  any  of  its  Assets  and
     Properties  may  be  bound  and   as  to  which  any  such  conflicts,
     violations,  breaches, defaults, or  rights  individually  or  in  the
     aggregate have  or  may  reasonably  be  expected  to  have a material
     adverse effect on the validity or enforceability of this  Agreement or
     on  the  ability  of  the Buyer to perform its obligations under  this
     Agreement; or

           (e) require the Buyer to obtain any consent, approval, or action
     of, or make any filing  with  or give any notice to, any Person except
      as contemplated in SECTION 6.1  or  SECTION  7.11,   as  disclosed in
     writing to the Seller, or  those which the failure to obtain, make, or
     give individually or in the aggregate with other such failures  has or
     may  reasonably be expected to have no material adverse effect on  the
     validity  or enforceability of this Agreement or on the ability of the
     Buyer to perform its obligations under this Agreement.

     4.4   LITIGATION.   There  are  no  actions,  suits investigations, or
proceedings  pending against the Buyer, or (to the best  knowledge  of  the
Buyer) threatened against the Buyer, at law or in equity, in, before, or by
any Person, that individually or in the aggregate have or may reasonably be
expected  to  have   a   material   adverse   effect  on  the  validity  or
enforceability of this Agreement, on the ability  of  the  Buyer to perform
its  obligations under this Agreement or on the Business and  Condition  of
the Buyer.

     4.5   PURCHASE  FOR  INVESTMENT.   The  Shares will be acquired by the
Buyer for its own account for the purpose of investment.   The Buyer agrees
that:   it will not offer, sell, pledge, hypothecate, or otherwise  dispose
of  the  shares  unless  such  offer,  sale, pledge, hypothecation or other
disposition is (i) registered under the  Securities  Act  of  1933  and any
other applicable securities laws, or (ii) in compliance with an opinion  of
counsel  to the Buyer, delivered to the Seller and reasonably acceptable to
it, to the  effect  that  such  offer, sale, pledge, hypothecation or other
disposition does not violate the  Securities  Act  of  1933  or  such other
securities laws; and  the certificate(s) representing the Shares shall bear
a legend evidencing the restrictions or transfer set forth in the foregoing
clause.

     4.6   CAPITALIZATION.   The  authorized  capital  stock  of  the Buyer
consists  of  20,000,000  shares  of  common stock and 1,000,000 shares  of
preferred stock.  As of May 15, 1998, there  were  issued  and outstanding:
7,986,152  shares  of  common  stock, of which  872,432 shares are  in  the
treasury; stock options to acquire  1,956,558  shares  of  common  stock of
which options to acquire 1,571,592 shares of common stock were exercisable;
warrants  to  acquire  806,430  shares  of  common stock, all of which were
exercisable;  and  1,740,038  shares  reserved  for   the   conversion   of
subordinated  convertible debt.  All outstanding shares of capital stock of
the Company have been duly authorized and validly issued and are fully paid
and nonassessable  and  free  of preemptive rights.  Except as disclosed in
SECTION 4.6 of the Disclosure Schedule,  there are outstanding (a) no other
shares of capital stock or other voting securities  of  the  Company (b) no
securities  of the Company convertible into or exchangeable for  shares  of
capital stock  or voting securities of the Company and (c) no other options
or other rights  to acquire from the Company, and there is no obligation of
the Company to issue,  any  capital  stock, voting securities or securities
convertible into or exchangeable for,  or  options  or warrants to purchase
capital  stock or voting securities of the Company (the  items  in  clauses
(a), (b) and  (c)  being  referred  to,  together  with  the  common stock,
collectively as the "Company Securities").  Except as disclosed  in SECTION
4.6 of the Disclosure Schedule, there are no outstanding obligations of the
Company to repurchase, redeem or otherwise acquire any Company Securities.

     4.7   BROKERS.   All  negotiations relative to this Agreement and  the
transactions  contemplated hereby  have  been  carried  out  by  the  Buyer
directly with the  Seller, without the intervention of any Person on behalf
of the Buyer in such  manner  as  to  give  rise  to any valid claim by any
Person  against  the  Seller  or  the Buyer for a finder's  fee,  brokerage
commission, or similar payment.

     4.8   DISCLOSURE.   Neither  this   Agreement   nor   any  certificate
furnished by the Buyer to the Seller in connection with this  Agreement  or
the  transactions  contemplated hereby contains any untrue statement by the
Buyer of material fact  or  omits  to  state  a  material fact by the Buyer
necessary to make the statements herein or therein  not misleading in light
of the circumstances in which they were made.


                             ARTICLE V

                        COVENANTS OF SELLER

     The  Seller  covenants and agrees with the Buyer that,  at  all  times
before the Closing,  the  Seller will, and will use commercially reasonable
efforts to cause the Company  to,  comply  with  all  of  the covenants and
provisions of this Article V, except to the extent the Buyer  may otherwise
consent in writing or to the extent otherwise required or permitted by this
Agreement.

     5.1   REGULATORY  AND  OTHER  APPROVALS.  The Seller and Company  will
take all commercially reasonable steps  necessary or desirable, and proceed
diligently and in good faith and use all commercially reasonable efforts to
obtain, as promptly as practicable, (a) all  approvals, authorizations, and
clearances  of  governmental  and regulatory authorities  required  of  the
Seller or the Company to consummate  the  transactions contemplated hereby,
and provide such other information and communications  to such governmental
and regulatory authorities as the Buyer or such authorities  may reasonably
request;  and   cooperate  with  the  Buyer  in  obtaining, as promptly  as
practicable, all approvals, authorizations, and clearances of governmental,
lender  or  regulatory  authorities and others required  of  the  Buyer  to
consummate  the  transactions   contemplated   hereby,  including,  without
limitation,  all  filings  required  under the Hart-Scott-Rodino  Antitrust
Improvements  Act  (15  U.S.C.  <section>18(a))   ("Hart-Scott"),  and  any
required approvals of the insurance regulatory authorities in the States of
Ohio and Indiana, and (b) the Seller Stockholder Approval.

     5.2   INVESTIGATION BY THE BUYER.  The Seller  and  the  Company  will
provide   (a)  the  Buyer,  its  lenders,  and  their  respective  counsel,
accountants,  actuaries,  and  other representatives with full access, upon
prior reasonable notice to the Seller  and during normal business hours, to
all facilities, officers, employees, agents, accountants, actuaries, Assets
and Properties, and Books and Records of  the  Seller  and  the Company and
will furnish the Buyer and such other Persons during such period  with  all
such  information  and  data  (including,  without  limitation,  copies  of
Contracts,  Benefit  Plans,  and  other  Books  and Records) concerning the
business, operations, and affairs of the Company  as  the  Buyer  or any of
such  other  Persons  reasonably  may request and (b) the Buyer with timely
notice  of and full access to all meetings  (and  all  actions  by  written
consent in  lieu thereof) of the board of directors and stockholders of the
Company involving  matters which are not in the ordinary course of business
and consistent with  past  practice,  except  such meetings as involve only
matters  related  to  the  consummation  of  the transactions  contemplated
herein.

     5.3   NO NEGOTIATIONS, ETC.  The Seller and the Company will not take,
and will not permit any Affiliate of the Seller  or  the Company (or permit
any other Person acting for or on behalf of the Seller  or  the  Company or
any  Affiliate  of  the  Seller  or  the  Company)  to  take,  directly  or
indirectly,  any action (a) to seek or encourage any offer or proposal from
any Person to  acquire  any shares of capital stock or any other securities
of the Company or any interest  therein or Assets and Properties thereof or
any interest therein; (b) to merge,  consolidate,  or combine, or to permit
any other Person to merge, consolidate or combine, with the Company; (c) to
liquidate,  dissolve,  or  reorganize  the Company in any  manner;  (d)  to
acquire  or  transfer  any Assets and Properties  of  the  Company  or  any
interests therein, except  as  contemplated by the terms of this Agreement,
except in the ordinary course and  consistent  with  past  practice; (e) to
reach  any  agreement  or  understanding (whether or not such agreement  or
understanding is absolute, revocable,  contingent,  or conditional) for, or
otherwise to attempt to consummate, any such acquisition, transfer, merger,
consolidation, combination, or reorganization; or (f)  to  furnish or cause
to be furnished any information with respect to the Company  to  any Person
(other  than the Buyer) that the Seller or the Company or any Affiliate  of
the Seller  or  the  Company  (or any Person acting for or on behalf of the
Seller or the Company or any other  Affiliate of the Seller or the Company)
knows  or  has  reason  to  believe is in  the  process  of  attempting  or
considering  any  such  acquisition,   transfer,   merger,   consolidation,
combination, liquidation, dissolution, or reorganization.

     5.4   CONDUCT   OF   BUSINESS.    Prior   to  Closing  and  except  as
specifically permitted herein, the Company will  conduct  its business only
in the ordinary course and consistent with past practice.  Without limiting
the generality of the foregoing:

           (a)  The  Seller  and  the  Company  will  use  all commercially
     reasonable  efforts  to  (i)  preserve  intact  the Company's  present
     business   organization,   reputation,  and  policyholder   relations;
     (ii) keep available the services  of  the  Company's present officers,
     directors,   employees,   agents,  consultants,  and   other   similar
     representatives;  (iii) maintain  all  licenses,  qualifications,  and
     authorizations of the  Company  to do business in each jurisdiction in
     which it is so licensed, qualified,  or  authorized;  (iv) maintain in
     full  force  and  effect  all  Contracts,  documents, and arrangements
     referred  to  in  SECTION  3.19 hereof, (v) maintain  all  Assets  and
     Properties  of  the  Company in  good  working  order  and  condition,
     ordinary  wear  and  tear  excepted  and  (vi)  continue  all  current
     marketing and selling activities relating to the business, operations,
     or affairs of the Company.

           (b) The Seller and  the Company will cause the Books and Records
     of the Company to be maintained  in  the  usual  manner and consistent
     with  past  practice  and  will not permit a material  change  in  any
     underwriting,   investment,   actuarial,   financial   reporting,   or
     accounting practice or policy of  the  Company  or  in  any assumption
     underlying  such  practice  or policy, or in any method of calculating
     any bad debt, contingency, or  other  reserve  for financial reporting
     purposes   or  for  other  accounting  purposes  (including,   without
     limitation, any practice, policy, assumption, or method relating to or
     affecting  the  determination  of  the  Company's  investment  income,
     reserves or other similar amounts, or operating ratios with respect to
     expenses, losses, or lapses).

           (c) The  Seller  and  the  Company  will:  (i)  subject  to  any
     extensions  obtained  in  accordance  with  applicable  law,  properly
     prepare  and  duly  and  timely  file  all reports and all Tax Returns
     required to be filed with any governmental  or  regulatory authorities
     with respect to the business, operations, or affairs  of  the Company;
     and (ii) duly and fully pay all Taxes indicated by such Tax Returns or
     otherwise levied or assessed upon the Company or any of its Assets and
     Properties,  and  withhold  or  collect  and  pay to the proper taxing
     authorities  or hold in separate bank accounts for  such  payment  all
     Taxes that the  Company  is required to so withhold or collect and pay
     assuming actual knowledge  of  such Taxes, unless such Taxes are being
     contested  in  good  faith and, if  appropriate,  reasonable  reserves
     therefor have been established  and reflected in the Books and Records
     of the Company in accordance with GAAP and SAP.

           (d) The Company will: (i) cause  all  reserves and other similar
     amounts with respect to insurance and annuity Contracts established or
     reflected in the Company's Books and Records to be (A) established and
     reflected on a basis consistent with those reserves  and other similar
     amounts and reserving methods followed by the Company  at December 31,
     1997  and (B) good, sufficient and adequate (under generally  accepted
     actuarial  principles  consistently applied) to cover the total amount
     of  all  reasonably  anticipated   matured   and  unmatured  benefits,
     dividends,  losses,  claims, expenses, and other  Liabilities  of  the
     Company under all insurance  and  annuity  Contracts pursuant to which
     the  Company  has  or  will  have  any  Liability (including,  without
     limitation,  any  Liability  arising  under or  as  a  result  of  any
     reinsurance,   coinsurance,   or   other   similar    Contract);   and
     (ii) continue to own assets that qualify as legal reserve assets under
     all  applicable  insurance  Laws  in an amount at least equal  to  the
     required  reserves  of  the  Company  and   other   similar   amounts.
     Notwithstanding  the  provisions  of this SECTION 5.4, SECTION 5.5  or
     EXHIBIT  B, the Company may: (x) carry  Affiliate  Investments  in  an
     amount of  up  to  $2,250,000  on  the Company's Books and Records for
     purposes of SAP as an "admitted asset",  which  would otherwise not be
     deemed an "admitted asset", and (y) include in SAP Capital and Surplus
     an  amount  not  exceeding  $450,000  for actual AVR adjustments  made
     between  March  31,  1998 and the Closing  Date  with  respect  to  an
     Affiliate Investment.

           (e) The Company  will use all commercially reasonable efforts to
     maintain in full force and  effect until the Closing substantially the
     same levels of coverage as the  insurance afforded under the Contracts
     listed  in  SECTION  3.24 of the Disclosure  Schedule.   Any  and  all
     benefits under such Contracts paid or payable (whether before or after
     the effective date of  this  Agreement)  with respect to the business,
     operations, affairs, or Assets and Properties  of  the Company will be
     paid to the Company.

           (f)  The  Company  will  continue  to  comply,  in all  material
     respects,  with  all  Laws applicable to its business, operations,  or
     affairs.

           (g) The Company will  determine its Adjusted Capital and Surplus
     consistent with past practice  for  determining capital and surplus on
     its Financial Statements for any interim  period and will not take any
     actions the effect of which may be to cause  its  Adjusted Capital and
     Surplus to be less than $8,337,000 immediately after the Closing.

           (h)  The Company will not enter into any reinsurance  contracts,
     whether as the  ceding  company  or the assuming company, nor will the
     Company recapture any previously ceded reinsurance.

     5.5   FINANCIAL STATEMENTS AND REPORTS.

           (a) As promptly as practicable,  the  Seller will deliver to the
     Buyer  true  and  complete  copies  of such other  material  financial
     statements, reports, or analyses as are prepared by the Company or any
     Affiliate of the Company following the  date hereof in accordance with
     past practice and as relate to the Company's  business, operations, or
     affairs, including, without limitation, normal  internal reports (such
     as  those  reflecting  monthly premiums, claims, and  cash  flow)  and
     special reports (such as those of consultants).

           (b) The Company will  promptly  deliver  to  the Buyer unaudited
     financial  statements for the quarter ending March 31,  1998  and  for
     each quarter thereafter until the Closing Date, prepared in accordance
     with SAP and  GAAP, consistent with methods and procedures utilized at
     December 31, 1997,  which,  subject to year-end and audit adjustments,
     shall  present  fairly  the  financial   condition,   the  Assets  and
     Properties, and the Liabilities of the Company as of the  date thereof
     and  the  results  of operations, changes in shareholders' equity  and
     cash flows of the Company  for  and during each of the periods covered
     thereby.  Such unaudited statements  shall be delivered within thirty-
     five (35) days after the date of the end of any such quarter.

           (c) As promptly as practicable and  in no event more than thirty
     (30) days after the close of each month, the  Company  will deliver to
     the  Buyer a true and complete copy of unaudited financial  statements
     for the  month  ended  April  30,  1998, and for each month thereafter
     until the Closing Date, prepared in  accordance  with  SAP  and  GAAP,
     consistent  with methods and procedures utilized at December 31, 1997,
     which shall present  fairly  the  financial  condition, the Assets and
     Properties and the Liabilities of the Company  as  of the date thereof
     and  the  results  of operations, changes in the capital  and  surplus
     account and cash flows  of  the  Company  for  and  during each of the
     periods covered thereby.

     5.6   INVESTMENTS.   Except  as  set  forth  in  SECTION  5.6  of  the
Disclosure  Schedule,  the  Company shall not sell or otherwise dispose  of
investments owned as of May 11, 1998 unless consented to by the Buyer.  The
Company  will invest its future  cash  flow,  any  cash  from  matured  and
maturing investments,  any  cash  proceeds  from the sale of its Assets and
Properties, and any cash funds currently held  by  the Company, exclusively
in  cash  equivalent  assets,  short-term  investments  or  fixed  maturity
securities which mature in five (5) years or less (all of which permissible
investments  shall  consist  only   of United States government  issued  or
guaranteed securities, commercial paper rated A-I or PI, or certificates of
deposit issued by one or more of the banks or financial institutions listed
in SECTION 5.6 of the Disclosure Schedule), except as otherwise required by
Law  or except as required to provide  cash  (in  the  ordinary  course  of
business   and  consistent  with  past  practice)  to  meet  the  Company's
reasonably anticipated  current  obligations  or  except as consented to or
required by the Buyer.

     5.7   EMPLOYEE MATTERS.

           Except as may be required by Law or as disclosed  in SECTION 5.7
of  the Disclosure Schedule, or except for such representations,  promises,
changes,  alterations, or amendments that do not and will not result in any
Liability to  the  Company,  or  the Buyer, the Seller and the Company will
refrain from directly or indirectly:

           (a) making any representation  or  promise,  oral or written, to
     any officer, director, employee, agent, consultant,  or  other similar
     representative of the Company concerning any Benefit Plan,  except  in
     the ordinary course of business;

           (b) making any change to, or amending in any way, the Contracts,
     salaries,  wages,  or  other  compensation  of  any officer, director,
     employee,  agent, consultant, or other similar representative  of  the
     Company whose  annual compensation exceeds $75,000, other than routine
     changes or amendments  that  (a)  are  made  in the ordinary course of
     business and consistent with past practice; (b)  do  not  and will not
     result  in  increases  of  more  than five percent (5%) in the salary,
     wages, or other compensation of any  such  Person,  and (c) do not and
     will  not  exceed, in the aggregate, five percent (5%)  of  the  total
     salaries, wages,  and  other  compensation  of  all  employees  of the
     Company;

           (c) adopting, entering into, amending, altering, or terminating,
     partially or completely, any Benefit Plan, except as required pursuant
     to applicable law;

           (d) adopting, entering into, amending, altering, or terminating,
     partially  or  completely,  any  employment,  agency, consultation, or
     representation Contract that is, or had it been  in  existence  on the
     effective  date  of  this  Agreement  would  have been, required to be
     disclosed in SECTION 3.20(A) of the Disclosure Schedule;

           (e)  approving  any  unscheduled  general  or  company-wide  pay
     increases for officers, directors, employees, agents,  consultants, or
     other similar representatives of the Company; or

           (f)  entering  into  any  Contract  with  any officer, director,
     employee,  agent, consultant, or other similar representative  of  the
     Company that  is  not  terminable  by  the Company, without penalty or
     other Liability, upon not more than sixty (60) calendar days' notice.

     5.8   NO CHARTER AMENDMENTS.  The Company  will not amend the articles
or certificate of incorporation or Bylaws of the  Company  and will refrain
from taking any action with respect to any such amendment.

     5.9   NO  ISSUANCE  OF  SECURITIES.   The  Company  will refrain  from
authorizing  or  issuing,  any  shares  of  capital  stock or other  equity
securities of the Company, or from entering into any Contract  or  granting
any option, warrant, or right calling for the authorization or issuance  of
any  such  shares  or  other  equity securities, or creating or issuing any
securities directly or indirectly  convertible into or exchangeable for any
such shares or other equity securities,  or  issuing any options, warrants,
or rights to purchase any such convertible securities.

     5.10  NO DIVIDENDS.  The Company will refrain  from declaring, setting
aside,  or  paying  any dividend or other distribution in  respect  of  its
capital stock and from  directly  or  indirectly  redeeming, purchasing, or
otherwise acquiring any of its capital stock or any interest in or right to
acquire any such stock.

     5.11  NO DISPOSAL OF PROPERTY.  Except as set forth in SECTION 5.11 of
the  Disclosure Schedule or as expressly provided in  this  Agreement,  the
Company  will not (a) dispose of any of its Assets and Properties or permit
any of its  Assets  and  Properties to be subjected to any Liens, except to
the extent any such disposition or any such Lien is made or incurred in the
ordinary course of the business and consistent with past practice, (b) sell
any material part of its insurance products, operations, or business to any
third party (other than sales  of insurance products in the ordinary course
of business consistent with past  practice),  (c)  enter into any contracts
obligating the Company to administer the insurance operations of any Person
other  than  any Affiliate or (d) enter into any Contracts  permitting  any
Person other than  any Affiliate of the Company to administer the Company's
insurance operations.

     5.12  NO BREACH  OR  DEFAULT.   Except as set forth in SECTION 5.12 of
the Disclosure Schedule, the Company will  not  violate or breach, and will
not take or fail to take any action that (with or  without  notice or lapse
of time or both) would constitute a material violation, breach,  or default
in any way under any term or provision of any Contract to which the Company
is a party or by which any of its Assets and Properties is or may be bound.

     5.13  NO INDEBTEDNESS.  Except as contemplated hereby with respect  to
the  Fleet  Loan, the Company will not create, incur, assume, guarantee, or
otherwise become  liable  for, and will not cancel, pay, agree to cancel or
pay, or otherwise provide for a complete or partial discharge in advance of
a scheduled payment date with respect to, any Liability, and will not waive
any right to receive any direct  or indirect payment or other benefit under
any Liability owing to the Company.

     5.14  NO ACQUISITIONS.  The Company  will  not (a) merge, consolidate,
or otherwise combine or agree to merge, consolidate,  or  otherwise combine
with any other Person, (b) acquire or agree to acquire blocks  of  business
of, or all or substantially all the Assets and Properties or capital  stock
or other equity securities of any other Person, or (c) otherwise acquire or
agree to acquire control or ownership of any other Person.

     5.15  INTERCOMPANY  ACCOUNTS.   At least five Business Days before the
Closing, the Seller will cause the Company  to  deliver to the Buyer a true
and complete list and description of all intercompany  accounts (receivable
or  payable)  between the Company and any Affiliate of the  Company  to  be
outstanding on  the  Closing  Date.   The  Company  will not enter into any
Contract with any Affiliate of the Company or, except  as  required  by any
Contract disclosed in SECTION 3.20(G) of the Disclosure Schedule, engage in
any transaction with any of its Affiliates.

     5.16  RESIGNATIONS  OF OFFICERS AND DIRECTORS.  Seller and the Company
will cause such members of  the  Board  of  Directors  and  officers of the
Company  to tender, as requested by Buyer, effective at the Closing,  their
resignations  from  the  Board  of  Directors and offices then held by such
officers in the Company.

     5.17  OTHER MATTERS.  The Seller  will  refrain  and  will  cause  the
Company   to   refrain   from   amending  or  cancelling  any  reinsurance,
coinsurance, or other Contract without the written consent of the Buyer.

     5.18  DISCLOSURE SCHEDULE.   The  Seller  shall deliver the Disclosure
Schedule to the Buyer no later than ten (10) Business  Days  after the date
hereof.

     5.19  NOTICE AND CURE.  The Seller will notify the Buyer  promptly  in
writing  of,  and  contemporaneously  will  provide the Buyer with true and
complete copies of any and all information or  documents  relating  to, and
will  use  all  commercially reasonable efforts to cure before the Closing,
any event, transaction,  or circumstance occurring after the effective date
of this Agreement that causes  or  will  cause any covenant or agreement of
the Seller under this Agreement to be breached  in any material respect, or
that   renders  or  will  render  untrue  in  any  material   respect   any
representation  or warranty of the Seller contained in this Agreement as if
the same were made  on  or  as  of  the date of such event, transaction, or
circumstance.  The Seller also will use all commercially reasonable efforts
to  cure,  before the Closing, any material  violation  or  breach  of  any
representation,  warranty,  covenant,  or  agreement  made  by  it  in this
Agreement, whether occurring or arising before or after the effective  date
of this Agreement.


<PAGE>
                            ARTICLE VI

                        COVENANTS OF BUYER

     The  Buyer  covenants  and  agrees  with the Seller that, at all times
before the Closing, the Buyer will comply with all covenants and provisions
of this Article VI, except to the extent the  Seller  may otherwise consent
in  writing  or  to  the  extent  otherwise required or permitted  by  this
Agreement.

     6.1   REGULATORY APPROVALS.  The  Buyer will (a) take all commercially
reasonable steps necessary or desirable, and proceed diligently and in good
faith and use all commercially reasonable efforts to obtain, as promptly as
practicable, all approvals, authorizations,  and clearances of governmental
and  regulatory  authorities  required  of  the  Buyer  to  consummate  the
transactions contemplated hereby, including without  limitation all filings
required  under  Hart-Scott  and  any required approvals of  the  insurance
regulatory authorities in the States  of  Ohio  and  Indiana, including the
filing  by  the  Buyer of a Form A with such regulatory authorities  within
twenty (20) Business  Days  after  the  effective  date  of this Agreement;
(b) provide such other information and communications to such  governmental
and regulatory authorities as the Seller or such authorities may reasonably
request;  and  (c)  cooperate with the Seller in obtaining, as promptly  as
practicable, all approvals,  authorizations, and clearances of governmental
or  regulatory  authorities  required  of  the  Seller  to  consummate  the
transactions contemplated hereby.

     6.2   NOTICE AND CURE.  The  Buyer  will notify the Seller promptly in
writing of, and contemporaneously will provide  the  Seller  with  true and
complete  copies  of any and all information or documents relating to,  and
will use all commercially  reasonable  efforts  to cure before the Closing,
any event, transaction, or circumstance occurring  after the effective date
of this Agreement that causes or will cause any covenant  or  agreement  of
the  Buyer  under this Agreement to be breached in any material respect, or
that  renders   or   will   render  untrue  in  any  material  respect  any
representation or warranty of  the  Buyer contained in this Agreement as if
the same were made on or as of the date  of  such  event,  transaction,  or
circumstance.   The Buyer also will use all commercially reasonable efforts
to cure, before the  Closing,  any  material  violation  or  breach  of any
representation,  warranty,  covenant,  or  agreement  made  by  it  in this
Agreement, whether occurring or arising before or after the effective  date
of this Agreement.

     6.3   DISCLOSURE  SCHEDULE.   The  Buyer  shall deliver the Disclosure
Schedule to the Seller no later than ten (10) Business  Days after the date
hereof.


<PAGE>
                            ARTICLE VII

                CONDITIONS TO OBLIGATIONS OF BUYER

     The obligations of the Buyer hereunder are subject to the fulfillment,
at or before the Closing, of each of the following conditions  (all  or any
of which may be waived in whole or in part by the Buyer).

     7.1   REPRESENTATIONS   AND   WARRANTIES.    The  representations  and
warranties made by the Seller in this Agreement and  the  statements of the
Seller contained in the Disclosure Schedule shall be true in  all  material
respects  as  of  the  effective date of this Agreement, the certifications
given pursuant to SECTION  5.5(D) shall be true in all material respects as
of  the  date  given,  and  all  of   such   representations,   warranties,
certifications and statements shall be true in all material respects on and
as  of  the  Closing  Date  as  though  such  representations,  warranties,
certifications  and  statements  were  made on and as of the Closing  Date,
subject  to  changes contemplated or permitted  hereby  or  made  with  the
consent of the Buyer.

     7.2   PERFORMANCE.   The  Seller  and the Company shall have performed
and  complied  in  all material respects with  all  agreements,  covenants,
obligations, and conditions  required  by this Agreement to be so performed
or complied with by the Seller and/or the Company at or before the Closing,
including  those conditions specifically  referred  to  elsewhere  in  this
Article VII.

     7.3   OFFICER'S  CERTIFICATES.  The Seller shall have delivered to the
Buyer a certificate, dated the Closing Date in the form of EXHIBIT C hereto
and executed by an officer  of  the Seller, certifying (with respect to the
Seller) as to the fulfillment of  the  conditions set forth in this Article
VII.   In  addition,  the  Seller  shall have  delivered  to  the  Buyer  a
certificate, dated the Closing Date  and  executed  by the secretary or any
assistant secretary of the Seller, certifying that the  Seller has duly and
validly taken all corporate action necessary to authorize its execution and
delivery  of  this  Agreement and its performance of its obligations  under
this Agreement, and that the resolutions (true and complete copies of which
shall be attached to  the  certificate)  of  the  Board  of  Directors with
respect  to  this  Agreement and the transactions contemplated hereby  have
been duly and validly adopted and are in full force and effect.

     7.4   NO INJUNCTION.  There shall not be in effect on the Closing Date
any writ, judgment,  injunction,  decree,  or similar order of any court or
similar Person restraining, enjoining, or otherwise preventing consummation
of any of the material transactions contemplated by this Agreement.

     7.5   NO PROCEEDING OR LITIGATION.  There  shall  not  be  instituted,
pending,  or  (to the best knowledge of the Buyer or the Seller) threatened
any action, suit,  investigation, or other proceeding in, before, or by any
court, governmental  or  regulatory authority, or other Person to restrain,
enjoin,  or  otherwise  prevent   consummation   of  any  of  the  material
transactions contemplated by this Agreement or to  recover  any  Damages or
obtain  other  relief  as  a  result  of  this  Agreement  or  any  of  the
transactions  contemplated  hereby  or  as a result of any Contract entered
into in connection with or as a condition  precedent  to  the  consummation
hereof, which action, suit, investigation, or other proceeding may,  in the
reasonable  opinion  of the Buyer, result in a decision, ruling, or finding
that individually or in  the aggregate has or may reasonably be expected to
have a material adverse effect  on  the  validity or enforceability of this
Agreement,  on  the  ability of the Seller or  the  Buyer  to  perform  its
respective  obligations  under  this  Agreement,  or  on  the  Business  or
Condition of  the  Buyer,  or the Company.  There shall not be in effect on
the Closing Date any voluntary  or  involuntary  bankruptcy,  receivership,
conservatorship, or similar proceeding with respect to the Company  or  the
Seller.

     7.6   CONSENTS,  AUTHORIZATIONS,  ETC.  All orders, consents, permits,
authorizations, approvals, and waivers of  every  Person disclosed pursuant
to SECTION 4.3 and necessary to permit the Buyer to perform its obligations
under this Agreement and to consummate the transactions contemplated hereby
and to permit the Buyer to acquire the Shares pursuant  to  this  Agreement
(including,  without  limitation,  any  requisite  action  of the insurance
regulatory  authorities  in  the  State  of Ohio, in each case without  the
abrogation or diminishment of the Company's  authority  or  license  or the
imposition  of  significant restrictions upon the transactions contemplated
hereby) shall have been obtained and shall be in full force and effect, and
the Seller and the  Company  shall  have  obtained all consents, approvals,
authorizations and clearances referred to in  SECTION  5.1  and  the  Buyer
shall  have  received  evidence  satisfactory  to it of the receipt of such
consents, approvals, authorizations and clearances.

     7.7   NO ADVERSE CHANGE.  Except as disclosed  in  SECTION 3.12 of the
Disclosure Schedule or as specifically reflected in the December  31,  1997
Annual  Statement  of  the  Company  (it  being understood that no material
adverse trend has been so disclosed or reflected), or except for changes or
developments relating to the conduct of the  Company's  business  after the
effective date of this Agreement contemplated hereby or in conformity  with
the  requests  of  the  Buyer, since December 31, 1997 there shall not have
been, occurred, or arisen  any  change in, or any event (including, without
limitation, any damage, destruction,  or  loss  whether  or  not covered by
insurance), condition, or state of facts of any character that individually
or  in the aggregate has or may reasonably be expected to have  a  material
adverse effect on the Business or Condition of the Company.

     7.8   OPINION  OF  COUNSEL.   The  Seller  shall have delivered to the
Buyer the opinion, dated the Closing Date, of Edwards  & Angell, counsel to
the  Seller,  substantially  in  the same form as set forth  in  EXHIBIT  D
hereto.

     7.9   HART-SCOTT.   Buyer and  Seller  shall  have  made  all  filings
required under Hart-Scott,  and  all waiting periods shall have been passed
without any action having been taken  by  the  Department of Justice or any
other governmental department.

     7.10  RESIGNATION OF OFFICERS AND DIRECTORS.  The resignations of such
members of the Board of Directors and officers of the Company, as requested
by Buyer, pursuant to SECTION 5.16, effective as of the Closing Date, shall
have been delivered to the Buyer on or before the Closing Date.

     7.11  APPROVAL BY FLEET AND CONSECO.  Fleet  National  Bank  ("Fleet")
and  Conseco,  Inc.  shall  have  consented  to  the  consummation  of  the
transactions  under  this  Agreement  and  have  agreed  to restructure the
existing  Fleet  debt  in  the sum of $6,000,000 upon terms and  conditions
satisfactory to the Buyer in  its sole discretion; provided that, unless on
or  before the close of business  of  the  twentieth  (20th)  Business  Day
following  the date of this Agreement the Buyer shall have provided written
notice to the  Seller  of the nonsatisfaction of the condition described in
this SECTION 7.11, the condition  described  in  this SECTION 7.11 shall be
deemed waived by the Buyer.

     7.12  ADJUSTED CAPITAL AND SURPLUS.  The Adjusted  Capital and Surplus
of the Company, calculated as provided in Exhibit B hereto,  shall  not  be
less than $7,000,000 upon the Closing Date.

     7.13  SELLER   STOCKHOLDER  APPROVAL.   The Seller shall have obtained
the Seller Stockholder Approval.

     7.14  CONSENT OF ERNST & YOUNG..  The Seller  shall  have delivered to
the Buyer written acknowledgment of Ernst & Young LLP as to  the payment in
full  of all amounts relating to the preparation, review and audit  of  the
Company's financial statements.

     7.15  ASSIGNMENT  OF  MARKETING  AGREEMENT  BETWEEN  SELLER  AND  LEAD
AMERICA,  LLC. Seller shall assign all right, title and interest in certain
marketing Agreement by and between Seller and Lead America, LLC dated March
11, 1998 (the  "Lead America Marketing Agreement") to Buyer or a subsidiary
of Buyer.


                           ARTICLE VIII

                CONDITIONS TO OBLIGATIONS OF SELLER

     The  obligations   of   the   Seller  hereunder  are  subject  to  the
fulfillment, at or before the Closing,  of each of the following conditions
(all or any of which may be waived in whole or in part by the Seller).

     8.1   REPRESENTATIONS  AND  WARRANTIES.    The   representations   and
warranties  made  by  the  Buyer  in  this  Agreement  shall be true in all
material respects as of the effective date of this Agreement  and  shall be
true in all material respects on and as of the Closing Date as though  such
representations and warranties were made on and as of the Closing Date.

     8.2   PERFORMANCE.  The Buyer shall have performed and complied in all
material   respects   with  all  agreements,  covenants,  obligations,  and
conditions required by  this  Agreement to be so performed or complied with
by the Buyer at or before the Closing.

     8.3   OFFICER'S CERTIFICATES.   The  Buyer shall have delivered to the
Seller a certificate, dated the Closing Date  in  the  form  of  EXHIBIT  F
hereto  and  executed by the chief executive officer or the chief financial
officer of the  Buyer,  certifying  with  respect  to  the  Buyer as to the
fulfillment of the conditions set forth in this Article VIII.  In addition,
the  Buyer  shall  have  delivered  to the Seller a certificate, dated  the
Closing Date and executed by the secretary  or  any  assistant secretary of
the  Buyer  certifying  that  the  Buyer  has  duly and validly  taken  all
corporate action necessary to authorize its execution  and delivery of this
Agreement  and  its  performance  of its obligations under this  Agreement,
including, without limitation, that Buyer has taken all action necessary to
authorize the acquisition of the Shares, and that the resolutions (true and
complete copies of which shall be attached to the certificate) of the Board
of  Directors  of  the  Buyer  with  respect  to  this  Agreement  and  the
transactions contemplated hereby have been duly and validly adopted and are
in full force and effect.

     8.4   NO INJUNCTION.  There shall not be in effect on the Closing Date
any writ, judgment, injunction, decree,  or  similar  order of any court or
similar Person restraining, enjoining, or otherwise preventing consummation
of any of the material transactions contemplated by this Agreement.

     8.5   NO  PROCEEDING  OR LITIGATION.  There shall not  be  instituted,
pending,  or  (to  the best knowledge  of  the  Buyer  or  of  the  Seller)
threatened any action, suit, investigation, or other proceeding in, before,
or by any court, governmental  or  regulatory authority, or other Person to
restrain, enjoin, or otherwise prevent  consummation of any of the material
transactions contemplated by this Agreement  or  to  recover any Damages or
obtain  other  relief  as  a  result  of  this  Agreement  or  any  of  the
transactions  contemplated  hereby  or as a result of any Contract  entered
into in connection with or as a condition  precedent  to  the  consummation
hereof, which action, suit investigation, or other proceeding may,  in  the
reasonable  opinion of the Seller, result in a decision, ruling, or finding
that individually  or in the aggregate has or may reasonably be expected to
have a material adverse  effect  on  the validity or enforceability of this
Agreement,  on  the ability of the Buyer  or  the  Seller  to  perform  its
obligations under  this  Agreement,  or on the Business or Condition of the
Buyer or Seller.

     8.6   CONSENTS, AUTHORIZATIONS, ETC.   All  orders, consents, permits,
authorizations, approvals, and waivers of every Person  disclosed  pursuant
to  SECTION  3.5  and  necessary  to  permit  the  Seller  to  perform  its
obligations  under  this  Agreement  and  to  consummate  the  transactions
contemplated hereby shall have been obtained and shall be in full force and
effect,  and  the  Buyer  shall  have  obtained  all  consents,  approvals,
authorizations  and  clearances  referred  to in SECTION 6.1 and the Seller
shall have received evidence satisfactory to  it  of  the  receipt  of such
consents, approvals, authorizations and clearances.

     8.7   OPINION  OF  COUNSEL.   The  Buyer  shall  have delivered to the
Seller the opinion, dated the Closing Date, of Stephen M. Coons, counsel to
the Buyer, substantially in the same form as set forth in EXHIBIT G hereto.

     8.8   SELLER STOCKHOLDER APPROVAL.  The Seller shall have obtained the
Seller Stockholder Approval; provided that, unless on or  before  the close
of business of the twentieth (20th) Business Day following the date of this
Agreement,  the  Seller shall have provided written notice to the Buyer  of
the nonsatisfaction  of  the  condition  described in this SECTION 8.8, the
condition  described in this SECTION 8.8 shall  be  deemed  waived  by  the
Seller.

     8.9   ADJUSTED  CAPITAL AND SURPLUS.  The Adjusted Capital and Surplus
of the Company, calculated  as  provided  in Exhibit B hereto, shall not be
less than $7,000,000 upon the Closing Date.

     8.10  MATERIAL ADVERSE CHANGE.  Since  December  31, 1997, there shall
not have been, occurred, or arisen any change in, or any  event (including,
without limitation, any damage, destruction, or loss whether or not covered
by  insurance),  condition,  or  state  of  facts  of  any  character  that
individually or in the aggregate has or may reasonably be expected  to have
a material adverse effect on the Business or Condition of the Buyer.

     8.11  HART-SCOTT.   Buyer  and  Seller  shall  have  made  all filings
required  under Hart-Scott, and all waiting periods shall have been  passed
without any  action  having  been taken by the Department of Justice or any
other governmental department.

     8.12  FLEET.  The Seller  and  its Affiliates (other than the Company)
shall have been released from any liability  for  the  Fleet Loan upon such
terms and conditions as shall be reasonably satisfactory to the Seller.


                            ARTICLE IX

                 SURVIVAL OF PROVISIONS; REMEDIES

     9.1   SURVIVAL.   The  representations,  warranties,  covenants,   and
agreements respectively made by the Seller and the Buyer in this Agreement,
in the Disclosure Schedule, or in any certificate respectively delivered by
the Seller or the Buyer pursuant to SECTION 7.3 or SECTION 8.3 will survive
the Closing:

           (a)   until   the  expiration  of  all  applicable  statutes  of
     limitations (including  all periods of extension, whether automatic or
     permissive) in the case of  the  representations and warranties of the
     Seller respectively set forth in SECTIONS  3.1,  3.2,  and 3.3 hereof;
     and

           (b) until the first anniversary of the Closing in  the  case  of
     all  other  representations,  warranties,  covenants,  and agreements,
     except that covenants and agreements to be performed after the Closing
     in accordance with their terms will survive until the last  period  to
     which any such Tax benefit could be carried pursuant to the Code.

     9.2   AVAILABLE   REMEDIES.    Each   party   expressly  agrees  that,
consistent with its intention and agreement to be bound  by  the  terms  of
this  Agreement  and  to  consummate  the transactions contemplated hereby,
subject only to the performance or satisfaction  of precedent conditions or
of precedent requirements imposed upon another party  hereto, the remedy of
specific   performance   shall   be   available  to  a  non-breaching   and
non-defaulting  party  to  enforce  performance  of  this  Agreement  by  a
breaching or defaulting party, including,  without  limitation,  to require
the consummation of the Closing on the Closing Date.


                             ARTICLE X

                          INDEMNIFICATION

     10.1  INDEMNIFICATION  BY  SELLER.    Seller shall indemnify and  hold
Buyer   and  its  Affiliates  and  the officers,  directors,  shareholders,
employees,  and  agents  of Buyer and its  Affiliates  harmless,  from  and
against and in respect of each and all of the following:

           (a) any and all  Liabilities  of  the  Company  or  any  of  its
     subsidiaries  of  any nature, whether accrued, absolute, contingent or
     otherwise, existing  on  the  dates  of  the  SAP  or  GAAP  Financial
     Statements  dated  on  or  after December 31, 1997, to the extent  not
     reflected, disclosed or reserved  against  in  full in the SAP or GAAP
     Financial Statements or as specifically referred  to  in  any Schedule
     hereto  which, based on the Seller's Knowledge as of the date  of  the
     preparation   of  such  financial  statements,  should  have  been  so
     reflected, disclosed or reserved against;

           (b) any and  all Liability, damage, deficiency or expense to any
     Indemnified Party resulting  from any misrepresentation, breach of any
     warranty, or nonfulfillment of  any  agreement  on  the part of Seller
     contained in this Agreement or from any misrepresentation  or omission
     contained in any statement or certificate furnished by Seller pursuant
     hereto or in connection with the transactions contemplated hereby; and

           (c) any and all Liability, damage, deficiency or expense  to any
     Indemnified  Party  resulting  from Seller's failure to deliver to the
     Indemnified Party good and marketable  title  to all of the issued and
     outstanding shares of capital stock of the Company,  free and clear of
     any restrictions on transfer (other than any restrictions  under state
     insurance laws, the Securities Act and state securities laws), claims,
     Taxes,  security  interests,  options,  warrants,  rights,  contracts,
     calls, commitments, equities, and demands; and

           (d)  any  and  all accounts, claims, suits, proceedings, audits,
     investigations, demands, assessments or judgment, reasonable costs and
     expenses  including  reasonable   attorneys'  fees  and  court  costs,
     incident to any of the foregoing, regardless  of  the outcome thereof,
     including without limitation, the litigation referred  to  in  3.15 of
     the Disclosure Schedule attached hereto; and

           (e) the indemnification provided for in this SECTION 10.1  shall
     be  further  restricted  by  the  requirement  that Buyer may not seek
     indemnity  until claims, damages, etc. have been  sought  or  assessed
     against Buyer  as  evidenced  by  some  correspondence  or  proceeding
     believed  to  be  legitimate by the Indemnified Party in the aggregate
     amount of at least $100,000.

     10.2  INDEMNIFICATION BY BUYER.  Buyer shall indemnify and hold Seller
and its Affiliates and the  officers,  directors,  shareholders, employees,
and agents of Seller and its Affiliates harmless from  and  against  and in
respect of each and all of the following:

           (a)  any and all Liability, damage deficiency or expense to  the
     Indemnified  Party resulting from any misrepresentation, breach of any
     warranty, or nonfulfillment  of  any  agreement  on  the part of Buyer
     contained in this Agreement or from any misrepresentation  or omission
     contained in any statement or certificate furnished by Buyer  pursuant
     hereto or in connection with the transactions contemplated hereby; and

           (b)  any  and  all accounts, claims, suits, proceedings, audits,
     investigations, demands,  assessments  or  judgments, reasonable costs
     and expenses including reasonable attorneys'  fees and costs, incident
     to any of the foregoing, regardless of the outcome thereof; and

           (c) the indemnification provided for in this  SECTION 10.2 shall
     be further restricted by the requirement that the Seller  may not seek
     indemnity from the Buyer until claims, damages, etc. have been  sought
     or  assessed  against  Seller  as  evidenced by some correspondence or
     proceeding believed to be legitimate by Seller in the aggregate amount
     of at least $100,000.

     10.3  DEFENSE BY THE INDEMNIFYING PARTY.

           (a) The Indemnified Party shall  promptly  give  notice  to  the
     Indemnifying  Party  after  the Indemnified Party has knowledge of any
     claim or the commencement of  legal proceedings, whichever shall first
     occur, against an Indemnified Party  in  respect of which recovery may
     be sought by an Indemnified Party against the Indemnifying Party under
     the  indemnity  set  forth  in  this  Article  and  shall  permit  the
     Indemnifying Party at its sole cost and expense, to assume the defense
     of  any  such  claim  or  any  litigation resulting from  such  claim.
     Failure of the Indemnifying Party  to  notify the indemnified party of
     its  election to defend any such action within  twenty  (20)  Business
     Days after  notice  thereof  shall  have  been  given to them shall be
     deemed a waiver by the Indemnifying Party of its  right  to  so defend
     such  action.   If  the Indemnifying Party assumes the defense of  any
     such  claim  or  litigation   resulting   therefrom,  the  obligations
     hereunder of the Indemnifying Party as to such  claim shall be limited
     to taking all reasonable steps necessary in the defense  or settlement
     of  such claim or litigation resulting therefrom and using  reasonable
     care  in  defending  or  settling  such  claims  and  to  holding  the
     Indemnified  Parties  harmless from and against any losses, damages or
     liabilities caused by or arising out of any settlement approved by the
     Indemnified Party or any  judgment  in  connection  with such claim or
     litigation  resulting  therefrom.   Except  with  the consent  of  the
     Indemnified  Party, Indemnifying Party shall not, in  the  defense  of
     such claim or  any litigation resulting therefrom, consent to entry of
     any judgment or  enter  into  any settlement which, in each case, does
     not  include  as an unconditional  term  thereof  the  giving  by  the
     claimant or plaintiff  to  the Indemnified Party of a release from all
     liability in respect of such  claim  or  litigation.   The Indemnified
     Party  shall  be  entitled to join in the defense of any such  action,
     with its own counsel, at its sole cost and expense.

           (b) The obligations  of  the  Indemnifying Parties enumerated in
     SECTIONS  10.1  AND  10.2  are  subject  to  the  following:  (i)  the
     Indemnified Party shall notify Indemnifying  Party  in  writing, after
     the Indemnified Party obtains actual knowledge of any claim  or matter
     asserted by the Indemnified Party to fall within SECTIONS 10.1  AND/OR
     10.2,  of  any  such  claim  or  matter,  in  a  manner which will not
     materially adversely affect the ability of the Indemnifying  Party  to
     protect  its  interests  and to perform its obligations under SECTIONS
     10.1 AND/OR 10.2; and (ii)  the Indemnified Party shall take no action
     or fail to take any action to  admit  liability,  waive any applicable
     statute  of  limitation, affect coverage rights under  any  applicable
     policy of insurance,  and/or  otherwise to materially adversely affect
     the ability of the Indemnifying  Party to protect its interests and to
     perform its obligations under SECTIONS  10.1 AND/OR 10.2; and (iii) If
     the Indemnifying Party assumes the defense  of any claim or litigation
     resulting from any such claim or matter, the  Indemnified  Party shall
     cooperate  in  good  faith  with the Indemnifying Party in the defense
     thereof.

     10.4  DEFENSE BY INDEMNIFIED  PARTY.   If  the Indemnifying Party does
not assume the defense of any such claim or litigation resulting therefrom,
the Indemnified Party may defend against such claim  or  litigation in such
matter  as  it may deem appropriate including but not limited  to  settling
such claim or  litigation,  on such terms as the Indemnified Party may deem
appropriate and Seller will promptly  reimburse  Indemnified  Party for the
amount  of  such  settlement,  together  with  the amount of all reasonable
expenses and costs, legal or otherwise, incurred  by  Indemnified  Party in
connection with the defense or settlement of such claim or litigation.   If
no  settlement  of such claim or litigation is made, in the sole discretion
of Indemnified Party,  the  Indemnifying  Party  shall  promptly  reimburse
Indemnified  Party for the amount of any judgment rendered with respect  to
such claim or in such litigation and for all reasonable expenses and costs,
legal or otherwise,  incurred by the Indemnified Party in defending against
such  claim  or litigation.   The  reimbursement  required  herein  by  the
Indemnifying Party shall be made within twenty (20) Business Days after the
Indemnified Party  has  demanded  such  reimbursement  in  writing from the
Indemnifying Party together with appropriate documentation thereof.

     10.5  MANNER  OF  INDEMNIFICATION.   The  Indemnified Party  shall  be
entitled  to  set  off any indemnification arising  hereunder  against  any
indebtedness owed the  Indemnifying  Party,  if  any,  after  giving  prior
written  notice  to the Indemnifying Party against the earliest installment
payment  due  the Indemnifying  Party,  or,  at  the  sole  option  of  the
Indemnified Party,  such  indemnification  shall  be effected by payment of
cash or delivery of a certified or bank cashiers check  for  the  amount of
such indemnification without set-off.

     10.6  NON-EXCLUSIVE.   The  provisions  of this ARTICLE X shall be  in
addition to any other rights which Buyer may otherwise  have  in connection
with this Transaction.

     10.7  ASSIGNMENT OF INDEMNIFICATION.  Buyer may assign its  rights  to
indemnification  under  this Article X to any direct or indirect transferee
or transferees of all the  Shares,  and each such transferee shall have the
same rights to indemnification under  this  ARTICLE X as Buyer.  Seller may
assign its rights to indemnification under this  ARTICLE X to any Permitted
Distributee or Permitted Distributees of SMC Common  Stock,  and  each such
Permitted  Distributee shall have the same rights to indemnification  under
this ARTICLE X as Seller.


                            ARTICLE XI

                            TERMINATION

     11.1  TERMINATION.    This   Agreement  may  be  terminated,  and  the
transactions contemplated hereby may  be  abandoned,  upon  notice  by  the
terminating party to the other party:

           (a)  at any time before the Closing, by mutual written agreement
     of the Seller and the Buyer; or

           (b) by  the Buyer effective on the giving of written notice from
     the  Buyer to the  Seller  stating  the  Buyer's  disapproval  of  any
     material   aspect   of  the  Business  or  Condition  of  the  Company
     (including, without limitation, any material aspect disclosed pursuant
     to the information included  in  the  Disclosure  Schedule); PROVIDED,
     that  such  written notice must be received by the Seller  within  ten
     (10) Business  Days after delivery of the Disclosure Schedule pursuant
     to SECTION 5.21.   Delivery  of  the  notice  provided in this SECTION
     11.1(B)  shall  not  be  deemed  to  create  any  express  or  implied
     obligation  on  the  part of the Buyer to negotiate concerning  or  to
     justify its termination  pursuant  to  this  Section, such termination
     being in the Buyer's sole and absolute discretion; or

           (c) at any time by the Seller if any of  the covenants set forth
     in Article VI shall have been breached or any of  the  conditions  set
     forth in Article VIII hereof shall not have been satisfied, performed,
     or  complied  with,  in any material respect, at or before the Closing
     Date   and   such  breach,   non-satisfaction,   non-performance,   or
     non-compliance  has  not  been  cured or eliminated within thirty (30)
     calendar days after notice thereof  has been given to the Buyer, OR IF
     the Disclosure Schedule is not delivered to the Seller within ten (10)
     Business Days after the date hereof,  or if the Disclosure Schedule or
     other information provided to the Seller  discloses  any change in, or
     event,  trend,  condition  or  state  of  facts of any character  that
     individually or in the aggregate has or may  reasonably be expected to
     have a material adverse effect on the Business  or  Condition  of  the
     Buyer  and  such change, event, trend, condition or state of facts has
     not been cured or eliminated within ten (10) days after notice thereof
     has been given to Buyer, PROVIDED that at the time of such termination
     the Seller has  neither  breached  any  of  the covenants set forth in
     Article V nor failed to satisfy, perform, or  comply  with  any of the
     conditions  set  forth in Article VII hereof, in any material respect;
     or

           (d) at any time  by  the Buyer if any of the covenants set forth
     in Article V shall have been  breached  or  any  of the conditions set
     forth in Article VII hereof shall not have been satisfied,  performed,
     or complied with, in any material respect, before the Closing Date and
     such  breach, non-satisfaction, non-performance or non-compliance  has
     not been  cured  or  eliminated within thirty (30) calendar days after
     notice thereof has been  given  to  the  Seller,  or if the Disclosure
     Schedule is not delivered to the Buyer within ten (10)  Business  Days
     after  the  date  hereof,  or  if  the  Disclosure  Schedule  or other
     information  provided  to the Buyer discloses any change in, or event,
     trend, condition or state  of facts of any character that individually
     or  in the aggregate has or may  reasonably  be  expected  to  have  a
     material  adverse  effect  on the Business or Condition of the Company
     and such change, event, trend,  condition  or  state  of facts has not
     been cured or eliminated within ten (10) days after notice thereof has
     been  given  to  the  Seller,  PROVIDED  that  at  the  time  of  such
     termination  the  Buyer has neither breached any of the covenants  set
     forth in Article VI nor failed to satisfy, perform, or comply with any
     of the conditions set  forth  in  Article VIII hereof, in any material
     respect; or

           (e) at any time after October  31,  1998,  by  the Seller or the
     Buyer,  if  the transactions contemplated by this Agreement  have  not
     been consummated on or before such date and such failure to consummate
     is not caused  by  a  breach of this Agreement (or any representation,
     warranty,  covenant,  or  agreement  included  herein)  by  the  party
     electing to terminate pursuant to this clause (e).

     11.2   EFFECT OF TERMINATION.  If this Agreement is validly terminated
pursuant to SECTION 11.1, this  Agreement  will  forthwith  become null and
void, and there will be no Liability on the part of the Seller or the Buyer
(or  any  of  their  respective  officers,  directors,  employees,  agents,
consultants, or other representatives), except that the provisions relating
to  confidentiality  in  SECTION  12.4 will continue to apply following any
such termination; PROVIDED, HOWEVER,  that notwithstanding anything in this
Section  to the contrary, no party electing  to  terminate  this  Agreement
pursuant to SECTION 11.1 will be relieved of any Liability for Damages that
the electing  party  may  have to the other party by reason of the electing
party's  breach  of  this  Agreement   (or  any  representation,  warranty,
covenant, or agreement included herein).

     11.3   CERTAIN  PAYMENTS.   Notwithstanding   any  provision  in  this
Agreement to the contrary, if the Board of Directors of the Seller fails to
make  a  favorable  recommendation  or withdraws, amends  or  modifies  its
favorable recommendation to its stockholders  of this Agreement, the Seller
shall  promptly,  but  in  no  event  later than the  second  Business  Day
following such action, pay to the Buyer  (without  prejudice  to  any other
rights of the Buyer against the Seller) a break-up fee of $500,000 in cash.


                            ARTICLE XII

                           MISCELLANEOUS

     12.1   NOTICES.   All  notices  and  other  communications  under this
Agreement must be in writing and will be deemed to have been duly  given if
delivered,   telecopied  or  mailed,  by  certified  mail,  return  receipt
requested, first  class  postage  prepaid,  to the parties at the following
addresses:

     If to the Seller, to:

            MC Equities, Inc.
            1430 Broadway, 13th Floor
            New York, NY  10022
            Attention:  Richard C. Hoffman, Esq.
            Telecopy:  (212) 391-1393

            With a copy to:

            Alan J. Levin, Esq.
            Edwards & Angell
            90 State House Square
            Hartford, CT  06103
            Telecopy: (860) 527-4198


     If to the Buyer, to:

            Standard Management Corporation
            9100 Keystone Crossing
            Suite 600
            Indianapolis, Indiana  46240
            Attention:   Ronald  D.  Hunter,  Chairman  &  Chief  Executive
            Officer
            Telecopy:  (317) 574-6227

     With a copy to:

            Stephen M. Coons, Esq., General Counsel
            9100 Keystone Crossing, Suite 600
            Indianapolis, Indiana  46240
            Telecopy:  (317)574-6227

All  notices  and  other communications required or  permitted  under  this
Agreement that are addressed  as  provided  in  this  Article  XII will, if
delivered personally, be deemed given upon delivery, will, if delivered  by
telecopy, be deemed delivered when confirmed and will, if delivered by mail
in  the  manner  described above, be deemed given on the third Business Day
after the day it is  deposited in a regular depository of the United States
mail. Any party from time to time may change its address for the purpose of
notices to that party  by giving a similar notice specifying a new address,
but no such notice will  be  deemed to have been given until it is actually
received by the party sought to be charged with the contents thereof.

     12.2   ENTIRE AGREEMENT.   Except for documents executed by the Seller
and  the  Buyer  pursuant  hereto,  this  Agreement  supersedes  all  prior
discussions and agreements between the  parties with respect to the subject
matter  of  this  Agreement,  and this Agreement  (including  the  exhibits
thereto,  the  Disclosure  Schedule,  and  other  Contracts  and  documents
delivered in connection herewith)  contains  the  sole and entire agreement
between the parties hereto with respect to the subject matter hereof.

     12.3   EXPENSES.   Except  as  otherwise expressly  provided  in  this
Agreement (including, without limitation,  as  provided in Article X), each
of  the  Seller  and  the  Buyer  will pay its own costs  and  expenses  in
connection with this Agreement and  the  transactions  contemplated hereby.
Buyer  will  bear  the cost of all filing fees required pursuant  to  Hart-
Scott.

     12.4   PUBLIC ANNOUNCEMENTS.   At  all times at or before the Closing,
the Seller and the Buyer will each consult with the other before issuing or
making any reports, statements, or releases  to  the public with respect to
this Agreement or the transactions contemplated hereby  and  will  use good
faith efforts to agree on the text of a joint public report, statement,  or
release or will use good faith efforts to obtain the other party's approval
of  the  text of any public report, statement, or release to be made solely
on behalf  of  a party.  If the Seller and the Buyer are unable to agree on
or approve any such  public  report, statement, or release and such report,
statement, or release is, in the  opinion  of  legal  counsel  to  a party,
required  by  Law  or may be appropriate in order to discharge such party's
disclosure obligations,  then  such  party  may  make  or issue the legally
required  report,  statement, or release.  Any such report,  statement,  or
release approved or  permitted  to  be made pursuant to this Section may be
disclosed or otherwise provided by the  Seller  or the Buyer to any Person,
including without limitation to any employee or customer  of  either  party
hereto and to any governmental or regulatory authority.

     12.5   CONFIDENTIALITY.   Each  of the Seller and the Buyer will hold,
and  will  cause  its respective officers,  directors,  employees,  agents,
consultants, and other  representatives  to  hold,  in  strict  confidence,
unless   compelled  to  disclose  by  judicial  or  administrative  process
(including,  without limitation, in connection with obtaining the necessary
approval of insurance  regulatory  authorities) or by other requirements of
Law, all confidential documents and confidential information concerning the
other  party  furnished to it by the other  party  or  such  other  party's
officers, directors,  employees, agents, consultants, or representatives in
connection with this Agreement  or  the  transactions  contemplated hereby,
except to the extent that such documents or information  can  be  shown  to
have  been  (a)  previously  lawfully  known  by  the  party receiving such
documents or information, (b) in the public domain through no fault of such
receiving party, or (c) later acquired by the receiving  party  from  other
sources  not  themselves  bound  by,  and  in  breach of, a confidentiality
agreement.   Neither the Seller nor the Buyer will  disclose  or  otherwise
provide any such  confidential documents or confidential information to any
other Person, except  to  the  Buyer's  lenders and investors and to either
party's respective auditors, actuaries, attorneys,  financial advisors, and
other consultants and advisors who need such documents  or  information  in
connection  with this Agreement and except as required by the provisions of
SECTIONS 5.1 and 6.1.

     12.6   FURTHER  ASSURANCES.  The Seller and the Buyer agree that, from
time to time after the  Closing,  upon the reasonable request of the other,
they will cooperate and will cause their respective Affiliates to cooperate
with  each  other  to  effect  the  orderly  transition  of  the  business,
operations, and affairs of the Company.  Without limiting the generality of
the foregoing, the Seller will give and  will  cause its Affiliates to give
representatives of the Buyer reasonable access to  all Books and Records of
the  Seller and its Affiliates reasonably requested by  the  Buyer  in  the
preparation  of  any  post-Closing  financial  statements,  reports, or Tax
Returns.

     12.7   WAIVER.  Any term or condition of this Agreement  may be waived
at  any  time  by the party that is entitled to the benefit thereof.   Such
waiver must be in  writing  and  must  be  executed  by the chief executive
officer  or the chief operating officer of such party.   A  waiver  on  one
occasion will  not be deemed to be a waiver of the same or any other breach
on a future occasion.  All remedies, either under this Agreement, or by Law
or otherwise afforded, will be cumulative and not alternative.

     12.8   AMENDMENT.  This Agreement may be modified or amended only by a
writing duly executed by or on behalf of the Seller and the Buyer.

     12.9   COUNTERPARTS.  This Agreement may be executed simultaneously in
any number of counterparts,  each  of which will be deemed an original, but
all of which will constitute one and the same instrument.

     12.10  NO THIRD PARTY BENEFICIARY.   The  terms and provisions of this
Agreement are intended solely for the benefit of  the Seller and the Buyer,
and their respective successors or assigns, and it  is not the intention of
the parties to confer third-party beneficiary rights upon any other Person.

     12.11  JURISDICTION  AND  VENUE.   The  parties  acknowledge   that  a
substantial  portion of negotiations, anticipated performance and execution
of this Agreement  occurred  or  shall  occur in Marion County, Indiana and
that, therefore, without limiting the jurisdiction  or  venue  of any other
federal   or   state   courts,   each   of   the  parties  irrevocably  and
unconditionally  (a)  agrees  that  any suit, action  or  legal  proceeding
arising out of or relating to this Agreement  may be brought in the federal
district  courts  serving  Marion  County, Indiana;  (b)  consents  to  the
jurisdiction of each such court in any  suit,  action  or  proceeding;  (c)
waives  any  objection which it may have to the laying of venue of any such
suit, action or  proceeding  in  such court; and (d) agrees that service of
any court paper may be effected on  such  party  by  mail,  at  the address
provided  in  this  Agreement,  or  in such other manner as may be provided
under applicable laws or court rules in said state.

     12.12  GOVERNING  LAW.   THIS  AGREEMENT   WILL  BE  GOVERNED  BY  AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF INDIANA (EXCLUSIVE OF
CONFLICTS OF LAW PRINCIPLES).

     12.13  BINDING EFFECT.  This Agreement is binding  upon and will inure
to the benefit of the parties and their respective successors and assigns.

     12.14  ASSIGNMENT.   Except  as otherwise provided herein  (including,
without limitation, as provided in  SECTION  10.6),  this  Agreement or any
right  hereunder  or  part  hereof may not be assigned by any party  hereto
without the prior written consent of the other party hereto.

     12.15  HEADINGS, ETC.  The  headings  used in this Agreement have been
inserted for convenience and do not constitute  matter  to  be construed or
interpreted in connection with this Agreement.

     12.16  INVALID PROVISIONS.  If any provision of this Agreement is held
to be illegal, invalid, or unenforceable under any present or  future  Law,
and  if  the  rights  or  obligations of the Seller or the Buyer under this
Agreement will not be materially  and  adversely affected thereby; (a) such
provision will be fully severable; (b) this Agreement will be construed and
enforced as if such illegal, invalid, or  unenforceable provision had never
comprised a party hereof; (c) the remaining  provisions  of  this Agreement
will  remain  in  full  force  and effect and will not be affected  by  the
illegal, invalid, or unenforceable  provision or by its severance herefrom;
and (d) in lieu of such illegal, invalid, or unenforceable provision, there
will be added automatically as a part of this Agreement a legal, valid, and
enforceable provision as similar in terms  to  such  illegal,  invalid,  or
unenforceable provision as may be possible.

     12.17  REPURCHASE OF SMC COMMON STOCK.  At any time prior to the first
anniversary  of  the  Closing  Date,  the  Buyer  shall  have  the right to
repurchase  from  the  Seller  such number of the shares of the SMC  Common
Stock delivered at the Closing as  part of the Purchase Price as shall have
a  value of $1,125,000 as of the Closing  Date  determined  in  the  manner
specified  in  Section  2.2(a)(ii),  by  delivery  to the Seller of written
notice of the exercise of such right.  Within ten (10) Business Days of the
delivery  of  such  notice,  such  repurchase shall be consummated  at  the
offices of the Seller or its counsel at which time the Seller shall deliver
a certificate for at least the number  of  shares of SMC Common Stock to be
repurchased  by the Buyer upon receipt of a wire  transfer  in  the  amount
$1,125,000.
<PAGE>
     IN  WITNESS  WHEREOF,  this  Agreement  has  been  duly  executed  and
delivered  by  the  parties  hereto, effective as of the date first written
above.

                                 MC EQUITIES, INC.


                                 By:  /s/ Richard C. Hoffman
                                 Name:    Richard C. Hoffman
                                 Title:   Secretary and General Counsel




                                 STANDARD MANAGEMENT CORPORATION


                                 By:   /s/ Ronald D. Hunter
                                 Name:     Ronald D. Hunter
                                 Title:    Chairman, President and CEO























<PAGE>
                                                        EXHIBIT A


                       DEFINITIONS OF TERMS


     "Acquisition Agreement" means  the  Acquisition  Agreement dated as of
September 16, 1996 by and among the Seller, Midwestern  Acquisition  Corp.,
an Ohio corporation, and the Company, as amended.

     "Acquisition   Date"  means  the  date  of  the  consummation  of  the
transaction contemplated  by the Acquisition Agreement on or about February
20, 1997.

     "Adjusted Capital and Surplus" as of any date shall mean the Company's
statutory capital and surplus  as  of  such  date, adjusted pursuant to the
Formula  set  forth  on  EXHIBIT  B  hereto  and determined  based  on  SAP
consistently applied throughout the specified period and in the immediately
prior comparable period.

     "Affiliate" shall mean any Person that directly, or indirectly through
one or more intermediaries, controls, is controlled  by, or is under common
control with the Person specified.

     "Affiliate  Investment"  means  an investment by the  Company  in  (a)
Affiliates of the Seller or the Company  or  (b)  any  Person  in which the
Company has a one half of one percent ( 1/2 %) or greater equity interest.

     "Agreement"  shall  mean this Stock Purchase Agreement, together  with
the exhibits and the Disclosure Schedule attached hereto, and the Contracts
and other documents to be executed and delivered respectively by Seller and
Company pursuant hereto.

     "Annual Statement" shall  mean  any  annual  statement  of the Company
filed with or submitted to the insurance regulatory authority  in the State
of Ohio on forms prescribed or permitted by such authority.

     "Assets and Properties" shall mean all assets or properties  of  every
kind,  nature, character, and description (whether real, personal, or mixed
whether  tangible  or  intangible,  whether  absolute, accrued, contingent,
fixed,  or otherwise, and wherever situated) as  now  operated,  owned,  or
leased by  a  specified  Person,  including  without  limitation cash, cash
equivalents,  securities,  accounts  and  notes  receivable,  real  estate,
equipment, furniture, fixtures, insurance or annuities  in force, goodwill,
and going-concern value.

     "Average  Trading Price" shall have the meaning set forth  in  Section
2.2(a)

     "AVR"  shall   mean   the  asset  valuation  reserve  required  to  be
established  and  maintained  by   the  Company  at  any  particular  date,
calculated in accordance with SAP.

     "Books and Records" shall mean  all  accounting,  financial reporting,
Tax,   business,   marketing,   corporate,   and  other  files,  documents,
instruments,  papers, books, and records of a specified  Person,  including
without limitation  financial  statements,  budgets,  projections, ledgers,
journals,   deeds,   titles,   policies,   manuals,  minute  books,   stock
certificates  and  books,  stock transfer ledgers,  Contracts,  franchises,
permits,  agency  lists,  policyholder   lists,  supplier  lists,  reports,
computer  files,  retrieval  programs,  operating   data   or   plans,  and
environmental studies or plans.

     "Business  Day" shall mean a day other than Saturday, Sunday,  or  any
day on which the principal commercial banks located in the City of New York
are authorized or  obligated  to  close  under the Laws of the State of New
York.

     "Business  or  Condition"  shall  mean  the  organization,  existence,
authority, capitalization, business, licenses,  financial  condition,  cash
flow, management, sales force, solvency, prospects, SAP and GAAP results of
operations,  insurance  or  annuities  in  force,  SAP capital and surplus,
Mandatory  Securities Valuation Reserve, AVR, Liabilities,  or  Assets  and
Properties of a specified Person.

     "Buyer"  shall have the meaning ascribed to it in the preamble of this
Agreement.

     "Claim Notice"  shall mean written notification of a Third Party Claim
by  an  Indemnified  Party   to   an   Indemnifying   Party   pursuant   to
SECTION 10.4(A), enclosing a copy of all papers served, if any.

     "Closing"  shall  mean the closing of the transactions contemplated by
this Agreement as provided in SECTION 2.3.

     "Closing Adjusted Capital and Surplus" shall have the meaning ascribed
to in SECTION 2.3 hereof.

     "Closing  Asset  Statement"  and  "Closing  Balance  Sheet"  have  the
respective meaning set forth in Section 2.2(b).

     "Closing Date" shall  mean  the  earlier of (a) the fifth Business Day
next following the date upon which the  last  of  the  orders  or approvals
described  in SECTIONS 5.1, 5.2, 6.1, and 6.2 has been obtained,  including
without limitation  the  approvals  under  all applicable insurance holding
company Laws, (b) October 31, 1998, or (c) such other date as the Buyer and
Seller may mutually agree upon in writing.

     "Code"  shall  mean the Internal Revenue  Code  of  1986,  as  amended
(including without limitation  any  successor  code),  and  the  rules  and
regulations promulgated thereunder.

     "Company" shall have the meaning set forth in the Recitals hereof.

     "Contract"   shall  mean  any  agreement,  lease,  sublease,  license,
sublicense, promissory  note,  evidence  of indebtedness, insurance policy,
annuity, reinsurance agreement, reinsurance  treaty,  or  other contract or
commitment (whether written or oral).

     "Damages" shall mean any and all monetary damages, Liabilities, fines,
fees, penalties, interest obligations, deficiencies, losses,  and  expenses
(including without limitation punitive, treble, or other exemplary or extra
contractual  damages,  amounts  paid  in settlement, interest, court costs,
costs  of  investigation,  fees  and expenses  of  attorneys,  accountants,
actuaries, and other experts, and  other  expenses  of litigation or of any
claim, default, or assessment).

     "Disclosure Schedule" shall mean the bound record  dated the effective
date  of this Agreement, furnished by Seller to the Buyer,  and  containing
all lists, descriptions, exceptions, and other information and materials as
are required to be included therein pursuant to this Agreement.

     "Employee   Benefit   Plan"   means  any  (a)  non-qualified  deferred
compensation or retirement plan or arrangement which is an employee pension
benefit plan, as defined in ERISA section  3  (2),  (b)  qualified  defined
contribution  retirement  plan  or arrangement which is an Employee Pension
Benefit Plan, (c) qualified defined  benefit retirement plan or arrangement
which  is an Employee Pension Benefit Plan  (including  any  multi-employer
plan, as  defined in ERISA section 3 (37)), or (d) employee welfare benefit
plan as defined in ERISA section 3 (1), or material fringe benefit plan, or
program.

     "Employee  Pension  Benefit  Plan"  shall  mean  each employee pension
benefit plan (whether or not insured), as defined in Section 3(2) of ERISA,
which is or was in existence on or before the Closing Date and to which the
Company is or may hereafter become obligated in any manner as an employer.

     "Employee  Welfare  Benefit  Plan"  shall  mean each employee  welfare
benefit plan (whether or not insured), as defined in Section 3(1) of ERISA,
which is or was in existence on or before the Closing Date and to which the
Company is or may hereafter become obligated in any manner as an employer.

     "ERISA"  shall  mean the Employee Retirement Income  Security  Act  of
1974, as amended (including  without limitation any successor act), and the
rules and regulations promulgated thereunder.

     "ERISA Affiliate" shall mean  any  Person  under  common  control  (as
defined in Section 414 of the Code) with the Company.

     "Fair  Market Value" means, with respect to any investment security as
of any given  date,  the  closing price of such investment security on such
date on the national securities  exchange  or  over-the-counter  market  on
which  it  is  listed for trading or, if no closing price is available, the
average of the closing  bid  and asked prices thereof on such date, in each
case as published in the Northeastern Edition of the WALL STREET JOURNAL.

     "Fleet Loan" has the meaning set forth in SECTION 2.2.

     "GAAP"   shall   mean  generally   accepted   accounting   principles,
consistently applied throughout the specified period and in the immediately
prior comparable period.

     "Indemnified Party" shall mean a Person claiming indemnification under
ARTICLE X.

     "Indemnifying Party"  shall  mean  a  Person  against  whom  claims of
indemnification are being asserted under ARTICLE X.

     "Indemnity   Notice"   shall  have  the  meaning  ascribed  to  it  in
SECTION 10.5(E).

     "IRS" shall mean the United  States  Internal  Revenue  Service or any
successor agency.

     "Laws"  shall  mean  all laws, statutes, ordinances, regulations,  and
other pronouncements having  the  effect  of  law  in  the United States of
America,  or  any domestic or foreign state, province, commonwealth,  city,
country,  municipality,   territory,   protectorate,   possession,   court,
tribunal,  agency,  government,  department, commission, arbitrator, board,
bureau, or instrumentality thereof.

     "Lead America" means Lead American,  LLC, a Delaware limited liability
company.

     "Liabilities" shall mean all debts, obligations, and other liabilities
of a Person (whether absolute, accrued, contingent, fixed, or otherwise, or
whether due or to become due).

     "Lien" shall mean any mortgage, pledge, assessment, security interest,
lease, sublease, lien, adverse claim, levy, charge, or other encumbrance of
any kind, or any conditional sale Contract,  title  retention  Contract, or
other Contract to give or to refrain from giving any of the foregoing.

     "Non-Admitted Assets" shall mean any assets of the Company required to
be reported as "assets not admitted" on EXHIBIT 13 of any Annual  Statement
or Quarterly Statement filed by the Company.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation established
under ERISA.

     "Person"   shall   mean   any  natural  person,  corporation,  general
partnership,   limited   partnership,    proprietorship,    trust,   union,
association,  court, tribunal, agency, government, department,  commission,
self-regulatory  organization,  arbitrator, board, bureau, instrumentality,
or other entity, enterprise, authority, or business organization.

     "Purchase Price" shall have the meaning ascribed to it in SECTION 2.2.

     "Quarterly  Statement" shall  mean  any  quarterly  statement  of  the
Company filed with  or  submitted  to the insurance regulatory authority in
the State of Ohio on forms prescribed or permitted by such authority.

     "SAP" shall mean the accounting practices required or permitted by the
National  Association  of  Insurance  Commissioners   and   the   insurance
regulatory  authority  in the State of Ohio consistently applied throughout
the specified period and in the immediately prior comparable period.

     "SAP  Statements"  shall   mean   the   Annual  Statements,  Quarterly
Statements, and other financial statements and presentations of the Company
prepared in accordance with SAP and delivered  to  the  Buyer  pursuant  to
either or both of SECTIONS 3.7 and 5.5.

     "Seller" shall have the meaning ascribed to it in the preamble of this
Agreement  and  shall  include  the  Company,  unless the context otherwise
requires.

     "Seller's  Knowledge"  means the actual and not  imputed  or  inferred
knowledge of the Seller based  solely  upon  (a)  the  representations  and
warranties  of  the  Company  pursuant  to  Article  3  of  the Acquisition
Agreement,  (b) facts, matters, circumstances and conditions arising  after
the Acquisition Date of which the Seller shall have received written notice
or which are  actually  known  or  have  been  specifically  brought to the
attention  of the Chairman, Vice Chairman or Secretary and General  Counsel
of the Seller (the "Subject Officers"), and (c) financial statements of the
Company with  respect  to  periods  commencing  after  the Acquisition Date
delivered  to the Seller; provided that, notwithstanding  anything  to  the
contrary contained  herein  or in any agreement, certificate, instrument or
other document executed or delivered  in  connection  with  this Agreement,
except as set forth in this definition, (x) no knowledge of the  Company or
its officers, agents, employees, directors or representatives or any person
other  than the Subject Officers shall be imputed to or deemed to by  known
by the Seller,  and (y) the Seller shall not be deemed to have knowledge of
any fact, matter,  circumstance  or  condition existing or arising prior to
the Acquisition Date, whether or not continuing after the Acquisition Date.

     "Seller Stockholder Approval" means  the  approval of the transactions
contemplated  by  this  Agreement  by holders of sixty-six  and  two-thirds
percent (66-2/3%) of the issued and outstanding shares of the capital stock
of the Seller.

     "Shares" shall have the meaning ascribed to it in the preamble of this
Agreement.

     "SMC Common Stock" shall have the meaning set forth in SECTION 2.2.

     "Tax"  means  any federal, state,  local,  or  foreign  income,  gross
receipts,  license,  payroll,   employment,   excise,   severance,   stamp,
occupation, premium, capital stock, franchise, profits, withholding, social
security  (or  similar),  unemployment, disability, real property, personal
property, sales, use, transfer,  registration,  value added, alternative or
add-on minimum, estimated, state insurance guaranty association assessments
or  other  taxes  or  assessments  of  any kind whatsoever,  including  any
interest, penalty, or addition thereto, whether disputed or not.

     "Tax Return" means any return, declaration,  report, claim for refund,
or  information  return  or  statement  relating  to Taxes,  including  any
schedule or attachment thereto, and including any amendment thereof.

     "Work Papers" shall mean all summaries, calculations, compilations and
similar written documentation derived from the accounts  of the Company and
used  or  prepared  by  accountants  in  the process of computing  Adjusted
Capital and Surplus.


<PAGE>
                                                        EXHIBIT B

                      FORMULA FOR DETERMINING
              ADJUSTED CAPITAL AND SURPLUS OF COMPANY
                      AS OF THE CLOSING DATE
                    PURSUANT TO SECTION 2.3(B)

     In accordance with SECTION 5.4, the Adjusted  Capital  and  Surplus of
the  Company  on  the  Closing  Date  shall  be  determined as follows (the
"Formula"):

     1.  SAP Capital and Surplus as of the month end  prior  to the Closing
Date.
<PAGE>
                                                        EXHIBIT C

             FORM OF CERTIFICATE OF OFFICER OF SELLER


     At  the  Closing, the Seller shall deliver to the Buyer a certificate,
dated the Closing  Date,  executed  by  an  officer  of  the Seller, to the
following effect:

     Pursuant  to  the  provisions  of  Section  7.3 of that certain  Stock
Purchase Agreement dated June 4, 1998 (the "Agreement")  by  and between MC
Equities,  Inc.  (the  "Seller")  and Standard Management Corporation  (the
"Buyer"), and relating to the purchase  and  sale  of  1,000  shares of the
common capital stock $1.00 par value  (the "Stock") of Midwestern  National
Life Insurance Company of Ohio (the "Company") by the Seller to the  Buyer,
I,  the  undersigned  [Chairman,  Vice  Chairman  or  Secretary and General
Counsel] of the Seller do hereby certify to the Buyer as follows:

     1.     That  I am the duly elected [   ] of the Seller,  and  in  that
capacity have the requisite power and authority to execute and deliver this
certificate on behalf of the Seller;

     2.     That the  representations  and warranties of the Seller made in
connection with the Agreement and contained  in  Article III thereof and in
the Disclosure Schedule attached to the Agreement  and  the  certifications
given pursuant to Section 5.5(d) of the Agreement are true and  correct  as
of  the  date  of  this  certificate  as  though made by the Seller and the
Company on and as of the date, whether or not they were untrue or incorrect
prior to such date;

     3.     That  the  Seller  has performed and  complied  or  caused  the
Company to perform or comply, with  all  agreements, covenants, obligations
and conditions required by the Agreement to  be  so  performed  or complied
with  by  the Seller and/or the Company at or before the Closing, including
those specifically referred to in Articles V and VII of the Agreement; and

     4.     That  all  of the conditions to the obligations of the Buyer to
purchase the Stock from  the  Seller  set  forth  in  Article  VII  of  the
Agreement have been fulfilled.
<PAGE>
                                                        EXHIBIT D

                FORM OF SELLER'S COUNSEL'S OPINION


     At  the  Closing, Seller shall deliver to Purchaser the opinion of its
counsel, Edwards & Angell, LLP, substantially to the following effect:

     1.  The Seller  is  a corporation duly organized, validly existing and
in good standing under the  laws  of  the  State  of  Delaware and has full
corporate power and authority to enter into the Agreement  and  perform its
obligations thereunder.

     2.  The Company is an insurance company duly licensed as an  insurance
company  under  the  laws  of  the  State  of  Ohio,  and is duly licensed,
qualified or admitted to do business in all jurisdictions listed on Section
3.1 of the Disclosure Schedule, as a foreign insurance company.

     3.  The execution and delivery of the Agreement by  the Seller and the
performance  of  its  obligations  thereunder  have  been duly and  validly
authorized by all necessary corporate action on the part of the Seller, and
the Agreement constitutes the legal, valid and binding  obligation  of  the
Seller  and is enforceable against the Seller in accordance with its terms,
except to  the  extent that (a) enforcement may be limited by or subject to
any bankruptcy, insolvency,  reorganization,  moratorium  or  other similar
Laws  now or hereafter in effect relating to or limiting creditors'  rights
generally  and  (b)  the  remedy of specific performance and injunctive and
other forms of equitable relief  are  subject to certain equitable defenses
and to the discretion of the court or other  Person  before  which any such
proceeding therefor may be brought.

     4.  The  authorized  capital stock of the Company is as set  forth  in
Section 3.3 of the Agreement;  all  of  such  shares are validly issued and
outstanding, fully paid and nonassessable, and  1,000  of  such  shares are
owned  beneficially  and  of  record  by the Seller, free and clear of  all
Liens,  except  as  may  be  disclosed in Section  3.3  of  the  Disclosure
Schedule; and there are no securities,  obligations, rights, subscriptions,
warrants, options, charter or founders insurance  policies,  phantom  stock
rights,  or  Contracts  of any kind of the Company which are subject of any
rights or options of the nature described in Section 3.3 of the Agreement.

     5.  The execution and  delivery  of  the  Agreement by the Seller does
not,  and  the  performance  by  the  Seller of its obligations  under  the
agreement  will not, subject to obtaining  the  approvals  contemplated  by
Sections 5.1  and  6.1 of the Agreement, (a) violate any term or provisions
of any Law of the State  of New York or Delaware Corporate Law, or, to such
Counsel's Knowledge,  any  writ,  judgment,  decree,  injunction or similar
order applicable to the Seller; (b) conflict with or result  in a violation
or  breach  of, or constitute (with or without notice or lapse of  time  or
both) a default  under,  any of the terms, conditions, or provisions of the
articles or certificate of incorporation or Bylaws of the Seller; or (c) to
such Counsel's Knowledge,  conflict with or result in a violation or breach
of, or constitute (with or without  notice  or  lapse  of  time  or both) a
default   under,   or   give  to  any  Person  any  right  of  termination,
cancellation, acceleration,  or  modification  in  or  with respect to, any
Contract to which the Seller is a party or by which any  of  its  Assets or
Properties  may  be  bound  and as to which any such conflicts, violations,
breaches, defaults or rights  individually  or in the aggregate have or may
reasonably be expected to have a material adverse effect on the validity or
enforceability of the Agreement, on the ability  of  the  Seller to perform
its obligations under the Agreement, or on the Business or Condition of the
Seller.

     6.  Any consent, approval, order or authorization of,  or  any waiting
period  imposed  by  any  regulatory  authority  under federal law or state
insurance law, including the insurance laws of the  State  of  Ohio,  which
require  the  Seller  or  the  Company  to obtain any consent, approval, or
action of, or make any filing with or give any notice to, any person except
those which the failure to obtain, make,  or  give  individually  or in the
aggregate with any other such failures has or may reasonably be expected to
have  no  material adverse effect on the validity or enforceability of  the
Agreement, or in the Business or Condition of the Seller or the Company, in
connection  with  the  execution  and  delivery  of  the  Agreement and the
performance  by the Seller and the Company of their respective  obligations
under the Agreement  has  been obtained or, in the case of any such waiting
period, has expired.

     7.  To such counsel's actual knowledge, except as disclosed in Section
3.13  of  the  Disclosure  Schedule:   (a)  there  are  no  actions,  suits
investigations or proceedings pending or  threatened  against the Seller or
any of its Assets and properties, at law or in equity,  in,  before,  or by
any Person that individually or in the aggregate have or may reasonably  be
expected   to   have   a   material  adverse  effect  on  the  validity  or
enforceability of the Agreement,  on  the  ability of the Seller to perform
its obligations under the Agreement; and (b) there are no writs, judgments,
decrees or similar orders of any Person restraining, enjoining or otherwise
preventing consummation of the transactions contemplated by the Agreement.

<PAGE>
                                                        EXHIBIT F

              FORM OF CERTIFICATE OF OFFICER OF BUYER


     At the Closing, the Buyer shall deliver  to  the Seller a certificate,
dated the Closing Date, executed by the Chief Executive  Officer  or  Chief
Financial Officer of the Buyer, to the following effect:

     Pursuant  to  the  provisions  of  Section  8.3  of that certain Stock
Purchase Agreement dated June 4, 1998 (the "Agreement") by and MC Equities,
Inc. (the "Seller") and Standard Management Corporation  (the "Buyer"), and
relating  to  the  purchase and sale of 1,000 shares of the common  capital
stock $1.00 par value  (the  "Stock") of Midwestern National Life Insurance
Company  of Ohio (the "Company")  by  the  Seller  to  the  Buyer,  I,  the
undersigned  [Chief Executive Officer/Chief Financial Officer] of the Buyer
do hereby certify to the Seller as follows:

     1.     That  I  am  the  duly  elected  [Chief Executive Officer/Chief
Financial Officer] of the Buyer, and in that capacity  have  the  requisite
power  and  authority to execute and deliver this certificate on behalf  of
the Buyer;

     2.     That  the  representations  and  warranties  of  the  Buyer  in
connection  with  the  Agreement and contained in Article IV thereof and in
the Disclosure Schedule  attached  to  the  Agreement and the certification
given pursuant to Section 6.4(d) of the Agreement  are  true and correct as
of the date of this certificate as though made by the Buyer  on  and  as of
the date, whether or not they were untrue or incorrect prior to such date;

     3.     That  the Buyer has performed and complied with all agreements,
covenants, obligations  and  conditions  required by the Agreement to be so
performed or complied with by the Buyer at or before the Closing, including
those specifically referred to in Articles  VI  and  VIII of the Agreement;
and

     4.     That all of the conditions to the obligations of Seller to sell
the Stock to the Buyer set forth in Article VIII of the Agreement have been
fulfilled.
<PAGE>
                                                        EXHIBIT G

                 FORM OF BUYER'S COUNSEL'S OPINION


     At  the  Closing,  Buyer shall deliver to Seller the  opinion  of  its
counsel, Stephen M. Coons, substantially to the following effect:

     1.  The Buyer is a corporation duly organized, validly existing and in
good standing under the laws of the State of Indiana and has full corporate
power and authority to enter into the Agreement and perform its obligations
thereunder.

     2.  The execution and  delivery  of the Agreement by the Buyer and the
performance  of  its obligations thereunder  have  been  duly  and  validly
authorized by all  necessary corporate action on the part of the Buyer, and
the Agreement constitutes  the  legal, valid, and binding obligation of the
Buyer and is enforceable against  the  Buyer  in accordance with the terms,
except to the extent that (a) enforcement may be  limited  by or subject to
any bankruptcy, insolvency, reorganization, moratorium, or similar Laws now
or hereafter in effect relating to or limiting creditors' rights  generally
and  (b) the remedy of specific performance and injunctive and other  forms
of equitable  relief  are  subject to certain equitable defenses and to the
discretion of the court or other  similar  Person  before  which  any  such
proceeding therefor may be brought.

     3.  The execution and delivery of the Agreement by the Buyer does not,
and  the  performance  by  the Buyer of its obligations under the Agreement
will not, subject to obtaining  the  approvals contemplated by Sections 5.1
and 6.1 of the Agreement, (a) violate  any term or provisions of any Law or
any writ, judgment, decree, injunction or  similar  order applicable to the
Buyer;  (b)  conflict  with  or  result  in a violation or  breach  of,  or
constitute (with or without notice or lapse  of  time  or  both)  a default
under,  any  of  the  terms,  conditions, or provisions of the articles  or
certificate of incorporation or  Bylaws  of  the  Buyer;  (c) result in the
creation or imposition of any Lien upon the Buyer or any of  its Assets and
Properties that individually or in the aggregate with any other  Liens  has
or  may  reasonably  be  expected  to have a material adverse effect on the
validity or enforceability of the Agreement  or on the ability of the Buyer
to perform its obligations thereunder; or (d)  conflict with or result in a
violation or breach of, or constitute (with or without  notice  or lapse of
time or both) a default under, or give any Person any right of termination,
cancellation,  acceleration,  or  modification  in or with respect to,  any
Contract to which the Buyer is a party or by which  any  of  its  Assets or
Properties  may  be  bound  and as to which any such conflicts, violations,
breaches, defaults or rights  individually  or in the aggregate have or may
reasonably be expected to have a material adverse effect on the validity or
enforceability of the Agreement or on the ability  of  the Buyer to perform
its obligations under the Agreement.

     4.  Any consent, approval, order or authorization of,  or  any waiting
period  imposed  by  any  regulatory authority under federal or state  law,
including the laws of the State  of  Ohio  and  the State of Indiana, which
require the Buyer to obtain any consent, approval or action of, or make any
filing  with  or  give  any notice to, any Person except  those  which  the
failure to obtain, make,  or give individually or in the aggregate with any
other such failures has or  may  be  expected  to  have no material adverse
effect on the validity or enforceability of the Agreement or on the ability
of the Buyer to perform its obligations thereunder in  connection  with the
execution and delivery of the Agreement and the performance by the Buyer of
its  obligations  thereunder has been obtained or, in the case of any  such
waiting period, has expired.

     5.  To such counsel's actual knowledge, except as disclosed in SECTION
4.4  of  the  Disclosure   Schedule:   (a)  there  are  no  actions,  suits
investigations or proceedings pending or  threatened  against  the Buyer or
any  of its Assets and properties, at law or in equity, in, before,  or  by
any Person  that individually or in the aggregate have or may reasonably be
expected  to  have   a   material   adverse   effect  on  the  validity  or
enforceability of the Agreement, on the ability of the Buyer to perform its
obligations under the Agreement; and (b) there  are  no  writs,  judgments,
decrees or similar orders of any Person restraining, enjoining or otherwise
preventing consummation of the transactions contemplated by the Agreement.