SECOND AMENDMENT
                                   TO
                        STOCK PURCHASE AGREEMENT

     SECOND  AMENDMENT  TO STOCK PURCHASE AGREEMENT, dated as of July 23,
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")  and the First
Amendment thereto dated July 1, 1998; and

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

     WHEREAS, Seller  and  Buyer  have  determined  that,  as part of the
consideration  for the transactions contemplated by the Agreement,  Buyer
will share up to  fifty  percent  (50%) of the loss, if any, on a certain
deposit  in  escrow  in  the  sum  of  $500,000   regarding   Consolidare
Enterprises, Inc.;

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

          (a)  Subject to adjustment pursuant to SECTION  2.3 hereof, the
     purchase  price  (the  "Purchase  Price") for the Shares payable  at
     Closing  shall  be  equal to $15,011,000,  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  $6,125,000  in value of
     shares of Standard Management Corporation's restricted common  stock
     ("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.   CONDUCT OF BUSINESS.  SECTION 5.4(D)  of the Agreement shall be
deleted in its entirety and the following shall be inserted therefor:

          (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.

     3.   QUARTERLY  REPORT  AND  TAX  RETURN.   SECTION  5.20  shall  be
inserted into the Agreement as follows:

     Seller shall cause the Company to:

          (a) File its statutory quarterly report for the second  quarter
     of 1998 no later than August 4, 1998; and

          (b)  Use  its  best efforts to provide Buyer with the Company's
     fully completed and final  federal  tax  return  for the year ending
     December 31, 1997 by August 4, 1998.

     4.   REGULATORY  APPROVALS.  SECTION 6.1 of the Agreement  shall  be
deleted in its entirety and the following shall be inserted therefor:

          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; (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; and (d) use  its
     best efforts to schedule a meeting  with  the  insurance  regulatory
     authority  of  the  State  of Ohio during the week of July 27,  1998
     wherein representatives of Buyer  and  Seller  will  use  their best
     efforts  to  expedite  the  approval  of  the Form A filed with such
     authority.

     5.   SHARING  OF  LOSS.   SECTION  6.4 shall be  inserted  into  the
Agreement as follows:

          For a period of ninety (90) days  from  the Closing Date, Buyer
     will  share  up to fifty percent (50%) of the loss,  if  any,  on  a
     certain  deposit   in  escrow  in  the  sum  of  $500,000  regarding
     Consolidare Enterprises, Inc.

     6.   ASSIGNMENT  OF MARKETING  AGREEMENT  BETWEEN  SELLER  AND  LEAD
AMERICA.  SECTION 7.15 of the Agreement shall be deleted in its entirety.

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

     (e) at any time after  September  15,  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).

     8.   REPURCHASE OF SMC COMMON STOCK.  SECTION 12.17 shall be deleted
in its entirety.

     9.   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) 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)  September  15, 1998,
     or  (c)  such other date as the Buyer and Seller may mutually  agree
     upon in writing.

     10.  FORMULA FOR DETERMINING ADJUSTED CAPITAL AND SURPLUS OF COMPANY
AS OF THE CLOSING  DATE  PURSUANT  TO  SECTION  2.3(B).  EXHIBIT B to the
Agreement  shall be deleted in its entirety and the  following  shall  be
inserted therefor:

          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.

          2.  Notwithstanding the provisions of SECTION 1 of this EXHIBIT
     B, any adjustments to the statutory surplus  which  result  from the
     writing  down  of  a certain convertible debenture in the amount  of
     $2,250,000 dated March  11,  1998  of  Lead America, LLC held by the
     Company  shall be added back for purposes  of  calculating  Adjusted
     Capital and Surplus of the Company on the Closing Date.

     11.  BUYER'S  COUNSEL  OPINION.   SECTION  4  of  EXHIBIT  G  to the
Agreement  shall  be  deleted  in its entirety and the following shall be
inserted therefor:

          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 (and, with respect to an Option to
     Purchase Convertible  Debenture dated as of the Closing Date granted
     by the Company to the Seller  [the  "Lead  Option"], 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  be  expected  to  have  no material
     adverse  effect  on  the validity or enforceability of the Agreement
     against the Buyer or on  the ability of the Buyer (and, with respect
     to  the  Lead  Option,  the  Company)  to  perform  its  obligations
     thereunder in connection with  the  execution  and  delivery  of the
     Agreement and the Lead Option and the performance by the Buyer  (and
     with  respect  to  the  Lead Option, the Company) of its obligations
     thereunder, including without  limitation  the  transfer of the Lead
     Debenture  (as  defined  in  the  Lead  Option) to the  Seller  upon
     exercise of the Lead Option pursuant to the  terms and provisions of
     the  Lead  Option, has been obtained or, in the  case  of  any  such
     waiting period, has expired.

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     IN  WITNESS  THEREOF,   this  SECOND  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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