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Exhibit 10.1
  
 STOCK PURCHASE WARRANT
 THIS CERTIFIES THAT Standard Management Corporation,
  1. Manner of Exercise; Issuance of Certificates; Payment for Shares.




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2. Period of Exercise . th
 2




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3. Certain Agreements of the Company .
 (a) Shares to be Fully Paid .
 (b) Reservation of Shares .
 (c) Listing .
 (d) Certain Actions Prohibited .
 (e) Successors and Assigns .
 4. Antidilution Provisions .
  (a) Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock . 3
        (b) Effect on Exercise Price of Certain Events .
 (i) Issuance of Rights or Options .
 (ii) Issuance of Convertible Securities .
 4




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(iii) Change in Option Price or Conversion Rate .
 (iv) Treatment of Expired Options and Unexercised Convertible Securities .
 (v) Calculation of Consideration Received .
 5




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(vi) Exceptions to Adjustment of Exercise Price .
 (c) Subdivision or Combination of Common Stock .
 (d) Adjustment in Number of Shares .
 (e) Consolidation, Merger or Sale .
 (f) Distribution of Assets . 6
        (g) Notice of Adjustment .
 (h) Minimum Adjustment of Exercise Price .
 (i) No Fractional Shares .
 (j) Other Notices .
 (i)
 (ii)
 (iii)
 (iv)
  7




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(k) Certain Events .
 (l) Certain Definitions .
 (i)  Common Stock Deemed Outstanding 
 (ii)  Market Price ,
 (iii)  Common Stock ,
 8




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5. Issue Tax .
 6. No Rights or Liabilities as a Shareholder .
 7. Transfer, Exchange, and Replacement of Warrant .
 (a) Restriction on Transfer .
 (b) Warrant Exchangeable for Different Denominations .
 (c) Replacement of Warrant .
 (d) Cancellation; Payment of Expenses .
 9




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(e) Register .
 (f) Exercise or Transfer Without Registration .
 8. Reserved .
 9. Notices .
 10. Governing Law.
 10




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11. Miscellaneous.
 (a) Amendments .
 (b) Descriptive Headings .
 (c) Cashless Exercise .
 (d) Remedies 11
         12




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IN WITNESS WHEREOF,
 STANDARD MANAGEMENT CORPORATIONBy:Ronald D. Hunter.
Chief Executive Officer
  13




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FORM OF EXERCISE AGREEMENT
 
 
 
 Name:Signature:Address:Note:The above signature should correspond
exactly with the name on the face of the
within Warrant, if applicable.
  14




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FORM OF ASSIGNMENT
 FOR VALUE RECEIVED
 Name of Assignee
    
    Address
    
    
    No of Shares
 
 
 In the presence of:Name:Signature:Title of Signing Officer or Agent (if any):
 Address:Note:The above signature should correspond
exactly with the name on the face of the
within Warrant, if applicable.
 15




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THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE
SET FORTH HEREIN, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND
SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR
REGULATION S UNDER SUCH ACT.
 
 STOCK PURCHASE WARRANT
 THIS CERTIFIES THAT Standard Management Corporation,
  1. Manner of Exercise; Issuance of Certificates; Payment for Shares.




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2. Period of Exercise . th
 2




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3. Certain Agreements of the Company .
 (a) Shares to be Fully Paid .
 (b) Reservation of Shares .
 (c) Listing .
 (d) Certain Actions Prohibited .
 (e) Successors and Assigns .
 4. Antidilution Provisions .
  (a) Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock .
 3




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(b) Effect on Exercise Price of Certain Events .
 (i) Issuance of Rights or Options .
 (ii) Issuance of Convertible Securities .
 4




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(iii) Change in Option Price or Conversion Rate .
 (iv) Treatment of Expired Options and Unexercised Convertible Securities .
 (v) Calculation of Consideration Received .
 5




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(vi) Exceptions to Adjustment of Exercise Price .
 (c) Subdivision or Combination of Common Stock .
 (d) Adjustment in Number of Shares .
 (e) Consolidation, Merger or Sale .
 (f) Distribution of Assets .
 6




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(g) Notice of Adjustment .
 (h) Minimum Adjustment of Exercise Price .
 (i) No Fractional Shares .
 (j) Other Notices .
 (i)
 (ii)
 (iii)
 (iv)
  7




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(k) Certain Events .
 (l) Certain Definitions .
 (i)  Common Stock Deemed Outstanding 
 (ii)  Market Price ,
 (iii)  Common Stock ,
 8




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5. Issue Tax .
 6. No Rights or Liabilities as a Shareholder .
 7. Transfer, Exchange, and Replacement of Warrant .
 (a) Restriction on Transfer .
 (b) Warrant Exchangeable for Different Denominations .
 (c) Replacement of Warrant .
 (d) Cancellation; Payment of Expenses .
 9




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(e) Register .
 (f) Exercise or Transfer Without Registration .
 8. Reserved .
 9. Notices .
 10. Governing Law.
 10




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11. Miscellaneous.
 (a) Amendments .
 (b) Descriptive Headings .
 (c) Cashless Exercise .
 (d) Remedies
 11




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12




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IN WITNESS WHEREOF,
 STANDARD MANAGEMENT CORPORATIONBy:Ronald D. Hunter.Chief Executive Officer




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FORM OF EXERCISE AGREEMENT
  
  Name:Signature:Address:Note:
    
    The above signature should correspond
exactly with the name on the face of the
within Warrant, if applicable.




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FORM OF ASSIGNMENT
 FOR VALUE RECEIVED
 Name of Assignee
    
    Address
    
    No of Shares
 
  In the presence of:Name:Signature:Title of Signing Officer or Agent (if any):Address:Note:The above signature should correspond
exactly with the name on the face of the
within Warrant, if applicable.




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STOCK PURCHASE WARRANT
 THIS CERTIFIES THAT Standard Management Corporation,
  1. Manner of Exercise; Issuance of Certificates; Payment for Shares.




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2.
    
    Period of Exercise.This Warrant is exercisable at any time or from time to time on
or after the date on which this Warrant is issued and delivered pursuant to the terms of the
Securities Purchase Agreement and before
6:00 p.m., New York, New York time on the seventh (7th) anniversary of the date of
issuance (the Exercise Period).
 2




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3. Certain Agreements of the Company .
 (a) Shares to be Fully Paid .
 (b) Reservation of Shares .
 (c) Listing .
 (d) Certain Actions Prohibited .
 (e) Successors and Assigns .
 4. Antidilution Provisions .
  (a) Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock .
 3




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(b) Effect on Exercise Price of Certain Events .
 (i) Issuance of Rights or Options .
 (ii) Issuance of Convertible Securities .
 4




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(iii) Change in Option Price or Conversion Rate .
 (iv) Treatment of Expired Options and Unexercised Convertible Securities .
 (v) Calculation of Consideration Received .
 5




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(vi) Exceptions to Adjustment of Exercise Price .
 (c) Subdivision or Combination of Common Stock .
 (d) Adjustment in Number of Shares .
 (e) Consolidation, Merger or Sale .
 (f) Distribution of Assets .
 6




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(g) Notice of Adjustment .
 (h) Minimum Adjustment of Exercise Price .
 (i) No Fractional Shares .
 (j) Other Notices .
 (i)
 (ii)
 (iii)
 (iv)
 7




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(k) Certain Events .
 (l) Certain Definitions .
 (i)  Common Stock Deemed Outstanding 
 (ii)  Market Price ,
 (iii)  Common Stock ,
 8




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5. Issue Tax .
 6. No Rights or Liabilities as a Shareholder .
 7. Transfer, Exchange, and Replacement of Warrant .
 (a) Restriction on Transfer .
 (b) Warrant Exchangeable for Different Denominations .
 (c) Replacement of Warrant .
 (d) Cancellation; Payment of Expenses .
 9




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(e) Register .
 (f) Exercise or Transfer Without Registration .
 8. Reserved .
 9. Notices .
 10. Governing Law.
 10




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11. Miscellaneous.
 (a) Amendments .
 (b) Descriptive Headings .
 (c) Cashless Exercise .
 (d) Remedies
 11




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12




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IN WITNESS WHEREOF,
 STANDARD MANAGEMENT CORPORATIONBy:Ronald D. Hunter.Chief Executive Officer




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FORM OF EXERCISE AGREEMENT
  
  Name:Signature:Address:Note:
    
    The above signature should correspond
exactly with the name on the face of the
within Warrant, if applicable.




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FORM OF ASSIGNMENT
 FOR VALUE RECEIVED
 Name of Assignee
    
    Address
    
    No of Shares
 
  In the presence of:Name:Signature:Title of Signing Officer or Agent (if any):Address:
 Note:
    
    The above signature should correspond
exactly with the name on the face of the
within Warrant, if applicable.