THIRD AMENDMENT
                                   TO
                        STOCK PURCHASE AGREEMENT

     THIRD  AMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of October 8,
1998,  by  and   between  STANDARD  MANAGEMENT  CORPORATION,  an  Indiana
corporation (the "Buyer")  and  MC EQUITIES, INC., a Delaware corporation
(the "Seller").

                                RECITALS

     WHEREAS, Seller is the beneficial  owner  of  1,000  shares  of  the
issued and outstanding shares of the 11,765 authorized capital and 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  has  agreed  to  sell,  and  Buyer  has agreed  to
purchase, all of the Shares of the Company and executed a Stock  Purchase
Agreement dated as of June 4, 1998 (the "Agreement"), the First Amendment
thereto  dated  July 1, 1998 and the Second Amendment thereto dated  July
23, 1998; and

     WHEREAS, all  regulatory  and  financial  conditions,  consents  and
authorizations  to  the  Closing  specified by SECTIONS 7.6, 7.9 and 7.11
have been satisfied except for Seller Stockholder Approval; and

     WHEREAS, Buyer and Seller have  agreed  to adjust the purchase price
to be paid for the Shares; and

     NOW  THEREFORE, pursuant to SECTION 12.8 of  the  Agreement  and  in
consideration  of  the  mutual  representations, warranties and covenants
made  herein  and of the mutual benefits  to  be  derived  herefrom,  the
parties hereto agree to amend the Agreement as follows:

     1.   ADJUSTED  CAPITAL AND SURPLUS OF COMPANY AS OF THE CLOSING DATE
PURSUANT TO SECTION 2.3(B).    Notwithstanding  anything  to the contrary
contained  in  this  SECTION 2.3(B), Seller and Buyer agree that  Closing
Adjusted Capital and Surplus  of the Company on the Closing Date shall be
reduced by $1,511,000 so that the  Purchase Price pursuant to SECTION 2.3
is now equal to the sum of $13,500,000.

     2.   PURCHASE PRICE.  SECTION 2.2  of the Agreement shall be deleted
in its entirety and the following shall be inserted therefor:

          (a) The purchase price (the  "Purchase  Price")  for the Shares
     payable   at  Closing  shall  be  equal  to  $13,500,000,  of  which
     $2,886,000  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  it  sole discretion; and (ii) The issuance of 696,453
     shares of Standard Management  Corporation's restricted common stock
     ("SMC Common Stock"), which SMC Common stock is valued at $6.625 per
     share; (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.

     3.   SHARING  OF LOSS.  SECTION 6.4 shall be deleted in its entirety
and the following shall be inserted therefor:

          For a period  of  ninety  (90) days from the date hereof, Buyer
     will share up to twenty-five percent (25%) of the loss, if any, on a
     certain  deposit  in  escrow  in  the   sum  of  $500,000  regarding
     Consolidare Enterprises, Inc.  The Buyer's  maximum  sharing of loss
     shall  be  no greater than $125,000, assuming a loss of  the  entire
     $500,000 deposit in escrow.

     4.   TERMINATION.   SECTION 11.1(E) shall be deleted in its entirety
and the following shall be inserted therefor:

          (e) at any time  after  October  30, 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).

     5.   DEFINITIONS OF TERMS.  The  definition  of  "Closing  Date"  in
EXHIBIT  A  to  the  Agreement  shall  be deleted in its entirety and the
following shall be inserted therefor:

          "Closing Date" shall mean the  earlier of (a) October 30, 1998,
     or (b) such other date as the Buyer and  Seller  may  mutually agree
     upon in writing.



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     6.   SMC WARRANTS.  SECTION 2.6 shall be inserted into the Agreement
as follows:

          Buyer  shall issue a warrant to purchase 75,000 shares  of  SMC
     Common Stock  at a price of $8.00 per share, for a term of three (3)
     years from the Closing Date to Seller.  The SMC Warrants transferred
     to  the  Seller  pursuant  to  SECTION  2.6  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 Warrants to holders of the  capital  stock of the Seller
     (a "Permitted Distributee"), if each Permitted Distributee agrees in
     writing  to be bound by the terms of this SECTION 2.6.   Subject  to
     applicable   rules  and  regulations,  Seller  (and  each  Permitted
     Distributee) shall have the right to sell or transfer any portion of
     the SMC Warrants  at  any  time  after  the first anniversary of the
     Closing Date.

     IN WITNESS THEREOF, this THIRD AMENDMENT TO STOCK PURCHASE 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




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