**Exhibit10.3**GUARANTY          THIS GUARANTY is made on the 27th day of July, 2006, by Rainier Home Health CarePharmacy, Inc., a Washington corporation *(“**Rainier**”),*Precision Healthcare, Inc., aTennessee corporation *(“**Precision**”),*Long Term Rx, Inc., an Indiana corporation *(“**LongTerm Rx**”*)*,*Home Med Channel, Inc., an Indiana corporation (“*Home Med*”), Holland CompoundingPharmacy, Inc., a Washington corporation (“*Holland CP*”), and Holland Drug Store, Inc. aWashington corporation (“*Holland*”, and collectively with Rainier, Precision, Long Term Rx, HomeMed, and Holland CP, *“**Guarantors**”),*in favor of Michael G. Browning (*“**Lender**”).*RECITALS          A. Guarantors are indirect subsidiaries of Standard Management Corporation, an Indianacorporation *(“**Borrower**”).*          B. Borrower intends to obtain from Lender a bridge loan to be evidenced by a SecuredPromissory Note of even date herewith, in the original principal amount of $2,837,087.67 (suchpromissory note, as amended, modified, renewed, or extended from time to time, the *“**Note**”).*          C. Lender has advised Borrower and Guarantors that Lender will not extend the bridge loanunless all of Borrower’s obligations under the Note and the Fee Letter are guaranteed byGuarantors.          D. Guarantors are willing and have agreed to guarantee all such obligations of Borrower, ashereinafter provided.AGREEMENT          NOW, THEREFORE, in consideration of and as an inducement to Lender to extend credit toBorrower upon the terms and conditions set forth in the Note, and in consideration of the premisesand for other good and valuable consideration, the receipt and sufficiency of which hereby areacknowledged, Guarantors agree as follows:          1. The Guaranty. Guarantors, jointly and severally, unconditionally and irrevocablyguarantee: (a) the due and punctual payment in full by Borrower when due of the indebtedness ofBorrower to Lender evidenced by or arising under the Note and under the Fee Letter dated July 26,2006, by Borrower to Lender (the “*Fee Letter*”), and all extensions, renewals, andmodifications thereof, and (b) the due and punctual performance and observance by Borrower of allof the other terms, covenants, representations, warranties, and conditions agreed to by Borrower inthe Note and the Fee Letter.          2. Certain Lender Discretions. Guarantors expressly agree that Lender may, inLender’s sole and absolute discretion, without notice to or further assent of Guarantors, andwithout in any way releasing, affecting or impairing the obligations and liabilities of anyGuarantor hereunder: (a) waive compliance with, or default under, or grant any other indulgenceswith respect to, the Note or the Loan Documents (as defined in the Note), (b) agree to modify,amend, or change any provisions of the Note or the Loan Documents, (c) grant extensions or renewalsof or with respect to the obligations and covenants of Borrower and Guarantors under the Note orthe Loan Documents (and/or effect any release, compromise or settlement in connection therewith),and (d) deal in all respects with Borrower, each Guarantor, and all collateral for the obligationsof Borrower and each Guarantor, as if this Guaranty were not in effect.
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          3. Nature of Guaranty. The liability of Guarantors under this Guaranty shall beprimary, direct and immediate and not conditional or contingent upon pursuit by Lender of anyremedies it may have against Borrower or any Guarantor with respect to the Note or any of the LoanDocuments. No exercise or non-exercise by Lender of any right given to it hereunder or under theNote or any Loan Document shall affect any of Guarantors’ obligations hereunder or give Guarantorsany recourse against Lender. Without limiting the generality of the foregoing, Lender shall not berequired to make any demand on Borrower, or otherwise pursue or exhaust its remedies againstBorrower or any collateral security for the obligations of Borrower or any Guarantor before,simultaneously with or after, enforcing its rights and remedies hereunder against Guarantors. Anyone or more successive and/or concurrent actions may be brought hereon against Guarantors either inthe same action, if any, brought against Borrower, or in separate actions, as often as Lender, inhis sole discretion, may deem advisable. The obligations of Guarantors under this Guaranty shall beunconditional irrespective of failure of genuineness, validity, regularity or enforceability of theNote resulting from action or inaction on the part of Borrower or any other circumstances whichmight otherwise constitute a legal or equitable discharge of a surety or a guarantor. Guarantorshereby expressly waive acceptance hereof, and any notice or demand to which they would otherwise beentitled hereunder solely by reason of the fact that its position is one of suretyship, includingwithout limitation notice of non-performance of Borrower under the Note or of any Guarantor underany Loan Documents and presentment for payment, protest, or notice of protest for any obligationcreated under the Note.          4. Certain Rights of Lender. All rights and remedies afforded to Lender by reason ofthis Guaranty, or by law, are separate and cumulative and the exercise of one shall not in any waylimit or prejudice the exercise of any other such rights or remedies. No delay or omission byLender in exercising any such right or remedy shall operate as a waiver thereof. No waiver of anyrights and remedies hereunder shall be deemed made by Lender unless in writing and duly executed.No modification or amendment hereof shall be deemed made except in writing duly executed by Lenderand Guarantors. Any such written waiver shall apply only to the particular instance specifiedtherein and shall not impair the further exercise of such right or remedy or of any other right orremedy of Lender, and no single or partial exercise of any right or remedy hereunder shall precludefurther exercise of any other right or remedy.          5. No Impairment. The obligation of Guarantors to make payment for or perform theobligations of Borrower in accordance with the terms of this Guaranty shall not be impaired,modified, changed, released or limited in any manner whatsoever by any impairment, modification,change, release or limitation of the liability of Borrower or its estate in bankruptcy orreorganization resulting from the operation of any present or future provision of the United StatesBankruptcy Code or other similar laws or statutes affecting the enforcement of creditors’ rights.          6. GeneralProvisions. This Guaranty shall be governed by and construed inaccordance with the laws of the State of Indiana, without regard to such jurisdiction’s conflict oflaws principles. In case any one or more of the provisions contained herein shall, for any reason,be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality orunenforceability shall not affect any other provisions of this Guaranty, but this Guaranty shall beconstrued as if such invalid, illegal or unenforceable provision or provisions had never beencontained herein. Titles and headings to articles and sections herein are inserted for convenienceof reference only and are not intended to be a part of or to affect the meaning or interpretationof this Guaranty. Lender shall be entitled, in addition to such other relief as it may be entitled,to collect from Guarantors, or any of them, all of Lender’s reasonable costs and expenses(including, without limitation, reasonable attorneys’ fees and costs) incurred in enforcing theterms of this Guaranty.
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          7. Covenant of Guarantors. Each Guarantor agrees that it will not declare or pay anydividend or distribution on its capital stock, or redeem, repurchase, or otherwise acquire orretire any of its capital stock without the prior written consent of Lender.[Signature Page Follows]
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          **IN WITNESS WHEREOF,**Guarantors have caused this Guaranty to be executed as of the day and yearfirst above written.      Rainier Home Health Care