THIRD AMENDED AND RESTATED EMPLOYMENT CONTRACT


THIS THIRD AMENDED AND RESTATED CONTRACT OF EMPLOYMENT (hereinafter "Contract")
is  made in Indianapolis, Indiana, dated and effective as amended July 1, 1999,
by and between STANDARD MANAGEMENT CORPORATION, an Indiana corporation, and all
wholly  owned  subsidiaries  of  the  above  named corporation (hereinafter the
"Company"), and RAYMOND J. OHLSON (hereinafter "Executive").

                                   RECITALS

A.Executive  has  participated  in the organization  of  the  Company  and  its
business.

B.Executive has and is expected to continue to make a major contribution to the
profitability, growth and financial strength of the Company.

C.The Company considers the continued  services  of  the Executive to be in the
best interest of the Company and its shareholders and  desires  to  assure  the
continued  services  of  the Executive on behalf of the Company on an objective
and impartial basis and without  distraction  or  conflict  of  interest in the
event of an attempt to obtain control of the Company.

D.Executive is willing to remain in the employ of the Company under  the  terms
and  conditions hereof and upon the understanding that the Company will provide
him with  the  income  security  herein  if his employment is terminated by the
Company or if he voluntarily terminates his employment for good reason.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, the
parties to this Contract hereby agree as follows:

                                   AGREEMENT

1.EMPLOYMENT.  The Company hereby agrees to  employ  Executive  as President of
Standard Marketing Corporation and President of Standard Life Insurance Company
of Indiana.  Executive accepts such employment and agrees to be subject  to the
general  supervision,  orders,  advice and direction of the President and Chief
Executive  Officer and the Board of  Directors  of  the  Company  in  a  manner
consistent with the Articles of Incorporation and By-Laws of the Company.

2.TERMS OF EMPLOYMENT  AND  COMPENSATION.   Executive's term of employment (the
"Employment Term") hereunder shall start on July  1,  1999  and  continue until
such employment terminates pursuant to Section 7 hereof.

3.SALARY AND BONUS.  Executive's salary for the first year hereunder  shall  be
$231,243.00  per  year.   Thereafter  during  the  Employment Term, Executive's
salary shall be increased each year by an amount equal  to  Executive's  salary
for  the  previous  year multiplied by the percent change of the Consumer Price
Index for all Urban Consumers  (the  "CPI")  (published  by the Bureau of Labor
Statistics, United States Department of Labor) during the immediately preceding
calendar year.  For example, if the percent change in the  CPI  from January 1,
1999  to  December  31,  1999  were 5%, Executive's salary for the second  year
hereunder would be $242,805.00.   Executive's  salary  shall  be payable on the
Company's regular salary payment dates.  In addition, within 90  days after the
end of each fiscal year during the Employment Term, Executive shall  receive  a
bonus.   The bonus paid to Executive shall be one and one-half percent (1-1/2%)
of the annual  gross  operating  income  of the Company paid within ninety (90)
days after the close of each fiscal year covered hereunder.  Provided, however,
that in no event shall said bonus be less  than ten percent (10%) of the annual
salary  of Executive for the year in consideration.   The  Executive  shall  be
entitled  to  participate in any key management bonus or incentive compensation
program instituted  by  the  Board  of  Directors  of  the Company, in the sole
discretion of the Compensation Committee of said Board of Directors.

The salary and bonus payments hereunder shall be subject to withholding and any
other applicable tax law.

4.SALARY GUARANTEE.  All salaries payable to the Executive  under the Agreement
will be guaranteed (the "Guaranteed Payments") as of the effective  date of the
Agreement for the full Employment Term of the Agreement except for terminations
for violations found in Section 7(b), (d) or (e) hereof.

(a)After  the  initial  three year Employment Term of Guaranteed Payments,  any
additional one year extensions  made pursuant to the terms of Section 7(a) will
be guaranteed once the notice period  for  the  extension or termination period
found in Section 7(a) has passed.

(b)None of the Guaranteed Payments described in this  Section shall prevent the
Executive from receiving the Termination Benefits described  in  Section  13 of
the Agreement.

(c)All  Guaranteed  Payments  described  in  this  Section  and  payable to the
Executive shall be payable to the Estate of Raymond J. Ohlson in the  event  of
death of the Executive.

(d)In  the event of any mental disability which renders the Executive unable to
fulfill  his  duties  pursuant  to  Section 1 of this Agreement, all Guaranteed
Payments shall be made to Raymond J. Ohlson's spouse, his attorney in fact, his
personal  representative,  his guardian,  or  any  other  such  person  legally
specifically listed, to whomever  is  legally  authorized  to  receive monetary
payments due and owing to Raymond J. Ohlson.

(e)In  the event of any physical disability which renders the Executive  unable
or unwilling to fulfill his duties pursuant to Section 1 of this Agreement, all
Guaranteed Payments shall be made directly to the Executive.

(f)Upon  the  termination  of  Executive=s employment for any reason other than
pursuant to Section 7(b), (d) or (e) hereof, the Company shall pay to Executive
in a lump-sum payment, within thirty (30) calendar days after such termination,
the salary received by him on the  date  of such termination in an amount equal
to two (2) years of annual salary.

5.REIMBURSEMENT FOR EXPENSES.  The Company  shall,  during the Employment Term,
reimburse Executive for all reasonable travel, business entertainment and other
business  expenses  incurred  by  Executive in rendering  services  under  this
Contract.   Such  reimbursement  shall   be  subject  to  compliance  with  the
applicable policies and procedures established  by  the  Company.   The Company
shall reimburse Executive for up to $500.00 per year for Woodland Country  Club
dues.  During the Employment Term, Executive shall be entitled to an automobile
allowance of $500.00 per month.

6.FRINGE BENEFITS.  During the Employment Term, Executive shall be entitled  to
participate in the Company's corporate, medical and disability insurance plans.
Executive shall be entitled to all other fringe benefits generally provided for
salaried  employees of the Company upon attaining eligibility as provided under
such fringe  benefit programs.  The Executive shall be entitled to purchase and
payment of premiums  by  the  Company  of a $500,000 term life insurance policy
naming the Executive's wife as primary beneficiary, during the Employment Term.
Executive shall be entitled to four (4) weeks vacation per year.

7.TERMINATION.  The Employment Term shall  terminate  on  the first to occur of
the following events:

(a)the  third  anniversary  of  the date on which the Employment  Term  becomes
effective; provided, however, that after such third anniversary, the Employment
Term shall be extended each year  thereafter  for an additional one year period
unless either party gives the other written notice at least 90 days before such
extension of its intention not to renew the Contract;

(b)termination by the Company for cause, upon written  notice  (specifying  the
particulars)  to  Executive  from the Company's Board of Directors, which cause
shall be limited to:

(i)  the persistent failure of  or  refusal  by  Executive  to  comply with the
material orders, advice, directions, policies, standard and regulations  of the
Company  and  its President or Board of Directors, as promulgated from time  to
time, or with the  provisions  of  this  Contract,  which failure or refusal is
detrimental to the Company;

(ii)   an  act  or  acts of fraud or dishonesty by Executive  resulting  in  or
tending to result in  gain  to  or  personal  enrichment  of  Executive  at the
Company's expense;

(iii)  any felony conviction of Executive or material tort which is detrimental
to the Company;

(iv)  the persistent absence by Executive from his employment without cause  or
explanation;

(c)the death of Executive;

(d)the  90th  day  after notice from the Company to Executive that Executive is
considered to be permanently  disabled  due  to  his  inability  to perform his
duties or fulfill his responsibilities hereunder, which inability existed for a
period of 90 days or more before such notice; or

(e)termination by Executive, at his option, after 90 days prior written  notice
to the Company.

Upon  termination of Executive's employment pursuant to Section 7(b), (c),  (d)
or (e),  Executive (or his estate) shall receive (i) any unpaid salary payments
with respect  to  periods  prior  to  the  date  of  termination,  and (ii) any
termination,  disability  or  death benefits to which he is entitled under  any
employee benefit plan of the Company  which  is  in  effect  at the time of the
termination  of his employment.  In all other events of termination,  Executive
shall continue to receive the Guaranteed Payments.

8.AGREEMENT NOT  TO  COMPETE.   Executive  agrees  that  if  his  employment is
terminated by the Company pursuant to Subsection 7(b) hereof he shall  not, for
a  period  of  one year from the date his employment hereunder terminates,  (x)
directly or indirectly  sell  or  attempt to sell, within Indiana, on behalf of
himself  or  any other person, corporation  or  entity,  any  type  of  product
marketed by the  Company at the time his employment is terminated, (y) directly
or indirectly sell  or  attempt  to  sell  any  type of product marketed by the
Company at the time his employment is terminated  to any person, corporation or
other entity that is a customer of the Company at the  time  his  employment is
terminated,  and  (z)  within  Indiana,  directly  or  indirectly,  own manage,
operate, control, be employed by, participate in, or be connected in any manner
with  the ownership, management, operation, or control of any business  similar
to the  type of business conducted by the Company at the time of termination of
Executive's  employment  hereunder;  provided, however, that Executive may be a
shareholder of less than 5% of the outstanding  shares  of  voting stock of any
company  listed  on  a  recognized  stock  exchange  or  traded  in  the   NASD
over-the-counter market.

9.TECHNICAL  INFORMATION.   Executive  covenants  and  agrees  that  during the
Employment  Term  and  for  a  period  of  six  months after termination of the
Employment  Term (regardless of whether Executive  is  terminated  or  defaults
under any other  provision  of  this Contract) he will assign to the Company or
its nominees all of his right, title  and  interest  in  and  to all "Technical
Information"  (as hereinafter defined) which he makes, develops  or  conceives,
either alone or  in  conjunction  with others; he will disclose promptly to the
Company all such Technical Information;  and he will cooperate with the Company
in  its  efforts  to  protect  its  rights  of  ownership   in  such  Technical
Information.  For purposes of this Contract, "Technical Information" shall mean
and  include,  but  not  be  limited  to,  all  software,  processes,  devices,
trademarks, trade names, copyrights, marketing plans, improvements,  and  ideas
relating  to  the business of the Company, and all goodwill associated with any
such item.

10.COVENANT AGAINST  DISCLOSURE  OF  TECHNICAL  AND  CONFIDENTIAL  INFORMATION.
Executive  agrees  that  while he is employed by the Company and thereafter  he
shall not, directly or indirectly,  disclose  or  use  to  the detriment of the
Company or for the benefit of any other person, corporation  or  other  entity,
any  confidential  information or trade secret (including, but not limited  to,
the  identity and needs  of  any  customer  of  the  Company,  the  method  and
techniques  of  any of the business of the Company, the marketing, sales, costs
and pricing plans  and  objectives  of the Company, the problems, developments,
research records, and Technical Information)  of  the  Company or of any of the
affiliates of the Company.  Furthermore, Executive shall  deliver  promptly  to
the  Company upon termination of his employment, or at any time the Company may
so request,  all memoranda, notes, records, reports, manuals, software, models,
designs, and other  documents  and  computer  records  (and all copies thereof)
relating to the business of the Company, and all property associated therewith,
which he may then possess or have under his control.  This Contract supplements
and does not supersede Executive's obligations under statute  or the common law
to protect the Company's trade secrets and confidential information.

11.REMEDY.  Executive acknowledges that the restrictions contained  in Sections
8  through  10 of this Contract are reasonable and that the legal remedies  for
breach of the  covenants  which  are contained in Sections 8 through 10 of this
Contract may be inadequate and, therefore,  agrees  that,  in  the event of any
actual  or  threatened  breach of any such covenant, in addition to  any  other
right or remedy which the Company may have, the Company may:  (a) seek specific
enforcement of any such covenant  through injunction or other equitable relief,
and (b) recover from Executive an amount  equal  to  (i)  all  sums paid by the
Company  to  him  after  commencement  of  the breach, plus (ii) all costs  and
expenses (including attorneys' fees) incurred  by the Company in enforcement of
the covenant, plus (iii) all other damages to which  the Company may be legally
entitled.

12,UNDERTAKING  TO  PAY  TERMINATION  BENEFITS.  In addition  to  the  payments
Executive shall receive under Section 4  hereof in the event of the termination
of his employment, the Company agrees to pay  to  the Executive the Termination
Benefits  specified  in  Section 13 hereof if (a) control  of  the  Company  is
acquired (as defined in paragraph  14(a)  hereof)  and  (b)  within three years
after  the  acquisition  of  control  occurs  (i)  the  Company terminates  the
employment  of Executive for any reason other than pursuant  to  Section  7(b),
7(c) or 7(d)  hereof,  or  (ii) Executive voluntarily terminates his employment
for good reason (as defined in Section 14(b) hereof).

13.TERMINATION BENEFITS.  If  Executive  is  entitled  to  termination benefits
pursuant  to  paragraph  12 hereof, the Company agrees to pay to  Executive  as
termination compensation in a lump-sum payment within five calendar days of the
termination of Executive's  employment  an amount to be computed by multiplying
(a) Executive's average annual compensation  payable  by  the Company which was
includable in the gross income of Executive for the most recent  five  calendar
years ending coincident with or immediately before the date on which control of
the  Company is acquired (or such portion of such period during which Executive
was an  employee  of the Company), by (b) 299%.  For purposes of this Contract,
employment and compensation  paid  by  any direct or indirect subsidiary of the
Company, if any will be deemed to be employment  and  compensation  paid by the
Company

(a)The  Termination  Benefits  described  in  this  section are payable to  the
Executive regardless of any determination by the Company's  independent  public
accountants  that  payments  made  pursuant  to  this  section  are or would be
non-deductible  by  the  Company  for  federal  income tax purposes because  of
Section 280G of the Internal Revenue Code of 1986  or  any subsequent revisions
in the Internal Revenue Code.

14.DEFINITIONS.

(a)As used in this Contract, the "acquisition of control":  means (i) attaining
ownership of 25% or more of the shares of voting stock of the  Company  by  any
person  or group (other than a person or group including Executive or with whom
or which  Executive  is  affiliated),  or  (ii)  the occurrence of a "change of
control"  required  to be described under the proxy  disclosure  rules  of  the
Securities and Exchange Commission.

(b)As used in this Contract,  the term "good reason" means, without Executive's
written   consent,   (i)  a  change  in   Executive's   status,   position   or
responsibilities which,  in  his  reasonable  judgment,  does  not  represent a
promotion   from   his  status,  position  or  responsibilities  as  in  effect
immediately prior to  the change in control; the assignment to Executive of any
duties or responsibilities  which, in his reasonable judgment, are inconsistent
with such status, position or  responsibilities;  or  any  removal of Executive
from or failure to reappoint or reelect him to any of such positions, except in
connection  with  the  termination  of his employment for total  and  permanent
disability, death or pursuant to Subsection  7(ii)  or  7(iii) herein or by him
other than for good reason; (ii) a breach by the Company of its covenants under
this Contract after a change in control; (iii) the relocation  of the Company's
principal  executive  offices  to a location outside the Indianapolis,  Indiana
metropolitan area or the Company's requiring him to be based at any place other
than the location at which he performed his duties prior to a change in control
except for required travel on the Company's business to an extent substantially
consistent with his business travel  obligations  at  the  time  of a change in
control; (iv) the failure by the Company to continue to provide Executive  with
benefits  substantially  similar  to  those  enjoyed  by him or to which he was
entitled  under any of the Company's pension, profit sharing,  life  insurance,
medical, dental,  health  and  accident,  or  disability  plans in which he was
participating at the time of a change in control, the taking  of  any action by
the  Company which would directly or indirectly materially reduce any  of  such
benefits  or  deprive  him  of any material fringe benefit enjoyed by him or to
which he was entitled at the  time  of the change in control, or the failure by
the Company to provide him with the number of paid vacation and sick leave days
to which he is entitled on the basis  of  years  of service with the Company in
accordance  with  the Company's normal vacation and  sick  leave  policies  and
consistent with Section  6  of this Contract; (v) the failure of the Company to
obtain a satisfactory agreement  from any successor or assign of the Company to
assume and agree to perform this Contract;  (vi)  any  purported termination of
Executive's  employment  which  is  not  effected  pursuant  to   a  Notice  of
Termination  satisfying  the requirements of Subsection 15(c) hereof  (and,  if
applicable, Subsection 7(b) hereof); and for purposes of this Contract, no such
purported termination shall  be  effective; or (vii) any request by the Company
that Executive participate in an unlawful act or take any action constituting a
breach of Executive's professional standard of conduct.

Notwithstanding anything in this paragraph  14(b)  to the contrary, Executive's
right to terminate his employment pursuant to paragraph  12 herein shall not be
affected by his incapacity due to physical or mental illness.

15.ADDITIONAL PROVISIONS RELATING TO TERMINATION.

(a)The  Company  is  aware that the Board of Directors or shareholders  of  the
Company may then cause or attempt to cause the Company to refuse to comply with
its obligations under  this  Contract,  or  may  cause  or attempt to cause the
Company to institute, or may institute litigation seeking to have this Contract
declared unenforceable, or may take or attempt to take action to deny Executive
the benefits intended under this Contract.  In these circumstances, the purpose
of  this Contract could be frustrated.  It is the intent of  the  Company  that
Executive not be required to incur the expenses associated with the enforcement
of his  rights  under this Contract by litigation or other legal action, nor be
bound to negotiate  any  settlement  of  his rights hereunder.  Accordingly, if
following  a  change in control, if it should  appear  to  Executive  that  the
Company has failed to comply with any of its obligations under this Contract of
in the event that  the  Company or any other person takes any action to declare
this Contract void or unenforceable,  or  institutes  any  litigation  or other
legal  action  designed  to  deny,  diminish  or  to recover from Executive the
benefits entitled to be provided to Executive, hereunder,  and  that  Executive
has  complied  with  all  of  his  obligations under this Contract, the Company
irrevocably authorizes Executive from  time  to  time  to retain counsel of his
choice, at the expense of the Company as provided in this  Subsection 15(a), to
represent  Executive  in  connection  with  the  initiation or defense  of  any
litigation or other legal action, whether such action  is  by  or  against  the
Company  or any director, officer, shareholder, or other person affiliated with
the Company,  in  any  jurisdiction.   Notwithstanding  any  existing  or prior
attorney-client  relationship between the Company and such counsel, the Company
irrevocably consents to Executive entering into an attorney-client relationship
with such counsel,  and in that connection the Company and Executive agree that
a confidential relationship  shall  exist  between  Executive and such counsel.
The  reasonable fees and expenses of counsel selected  from  time  to  time  by
Executive  as  hereinabove provided shall be paid or reimbursed to Executive by
the Company on a  regular,  periodic  basis upon presentation by Executive of a
statement  or  statements prepared by such  counsel,  in  accordance  with  its
customary practices, up to a maximum aggregate amount of $50,000.00.

Any legal expenses incurred by the Company by reason of any dispute between the
parties as to enforceability  of  or  the  terms  contained  in  this Contract,
notwithstanding   the   outcome   of  any  such  dispute,  shall  be  the  sole
responsibility of the Company, and  the  Company  shall  not take any action to
seek reimbursement from Executive for such expenses.

(b)The amounts payable to Executive under this Contract shall not be treated as
damages but as severance compensation to which Executive is  entitled by reason
of  termination  of  his employment in the circumstances contemplated  by  this
Contract.  The Company  shall  not  be  entitled to set off against the amounts
payable to Executive of any amounts earned  by  Executive  in  other employment
after  termination  of  his  employment with the Company, or any amounts  which
might have been earned by Executive  in  other  employment  had  he sought such
other employment.

(c)Any  purported  termination  by  the  Company  or  by  Executive  shall   be
communicated  by  written  Notice  of  Termination to the other party hereto in
accordance with Section 22 hereof.  For purposes of this Contract, a "Notice of
Termination" shall mean a notice which shall  indicate the specific termination
provision in this Contract relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide  a  basis for termination of his
employment under the provision so indicated.  For purposes of this Contract, no
such  purported  termination  shall  be  effective  without   such   Notice  of
Termination.

(d)In  addition  to  any  payments,  termination benefits or any other benefits
Executive  is entitled to receive hereunder,  in  the  event  of  a  change  or
acquisition  of  control,  the  Company  agrees  to  pay the Payment Amount (as
hereinafter defined) to the Executive in a lump-sum payment  within thirty (30)
calendar days after the termination of Executive=s employment  for  any reason,
including,  without  limitation,  termination  of  employment  by  the Company,
termination  of  employment  by the Executive and termination of employment  by
reason of death.  The APayment  Amount@  shall be the product, determined as of
the  date  of  Executive=s  termination  of  employment,   determined   by  (i)
multiplying the number of shares of common stock of the Company then subject to
unexercised  options  (AUnexercised  Options@) held by the Executive which were
granted by the Company or an affiliate  of  the Company by (ii) the highest per
share  fair  market value of the common stock on  any  day  during  the  period
beginning six  (6)  months  prior  to  the  date  of Executive=s termination of
employment.  For purposes of this provision, Unexercised  Options shall include
all outstanding options whether or not they are exercisable  at the time of the
election  by Executive hereunder.  There shall be no deduction  of  Executive=s
exercise price  per  share  for  each  Unexercised Option from the amount to be
received by him pursuant to this subsection  (d).   Upon payment by the Company
of the Payment Amount in accordance with this subsection  (d),  the Unexercised
Options shall be deemed to be surrendered by the Executive and cancelled by the
Company.   Such  cancellation  shall  be  effective  regardless of whether  the
Executive surrenders an agreement relating to any Unexercised Option.

16.ENTIRE  AGREEMENT.   This  Contract  contains the entire  agreement  of  the
parties relating to the employment of Executive by the Company, superseding any
and all prior such agreements, and cannot be amended, modified, or supplemented
in any respect by subsequent written agreement  entered  into  by  the parties.
The  Second  Amended  and Restated Employment Contract heretofore entered  into
between the Executive and  the  Company dated and effective June 16, 1993 shall
terminate in all respects on July 1, 1999.

17.BENEFIT.  Executive acknowledges that the services to be rendered by him are
unique and personal; accordingly, Executive may not assign any of his rights or
delegate any of his duties or obligations  under this Contract.  The rights and
obligations of the Company under this Contract  shall  inure to the benefit of,
and be binding upon, the legal representatives, successors  and  assigns of the
Company.

18.NO  WAIVER.  No failure on the part of either party at any time  to  require
the performance  by the other party of any term of this Contract shall be taken
or held to be a waiver  of such term or in any way affect such party's right to
enforce such term, and no  waiver  on  the  part of either party of any term in
this Contract shall be taken or held to be a waiver of any other term hereof or
the breach thereof.

19.SEVERABILITY.  The provisions of Sections 8 through 11 hereof are severable,
and the invalidity or unenforceability of any  particular provision of Sections
8  through  11  shall  not  affect  or limit the enforceability  of  the  other
provisions.   If  any  provision  in Sections  8  through  11  hereof  is  held
unenforceable for any reason, including  the  time  period, geographic area, or
scope of activity covered, then such provision shall  be  enforced  to whatever
extent is reasonable and enforceable.

20.GOVERNING  LAW.  This Contract shall be governed and construed in accordance
with the law of  the  State  of  Indiana (other than the provisions relating to
choice of law).  The parties hereto  agree  that  nay legal action arising from
this  Contract  may  be  brought in any state or federal  court  of  record  in
Indianapolis, Indiana and  the  parties  hereto waive any right to question the
jurisdiction of such court over their person or the propriety of such venue.

21.CAPTIONS.   The  captions  in  this  Contract   are   for   convenience  and
identification  purposes  only, and not an integral part of this Contract,  and
are not to be considered in the interpretation of any part hereof.

22.NOTICES.  All notices and other communications hereunder shall be in writing
and shall be deemed to have  been  duly  given  if  in  writing  and personally
delivered to the party to whom notice should be given or if sent by  registered
or certified mail, postage prepaid, addressed to the addresses set forth below,
or to such other addresses as shall be furnished in writing by either  party to
the other:

Raymond J. Ohlson
9100 Keystone Crossing, Suite 600
Indianapolis IN  46240

The Company:

Standard Management Corporation
9100 Keystone Crossing, Suite 600
Indianapolis IN  46240
Attn.: Ronald D. Hunter, Chairman

IN  WITNESS  WHEREOF,  the  Company  has  caused  this  Amended and Restated
Employment  Contract  to  be  executed on its behalf by its duly  authorized
officer and Executive has hereunto  set his hand as of the 1st  day of July,
1999.

STANDARD MANAGEMENT CORPORATION
AND ALL WHOLLY OWNED SUBSIDIARIES


By:
      Ronald D. Hunter
     Chairman, President and Chief Executive        Officer
Attest:


Stephen M. Coons
Secretary
EXECUTIVE




Raymond J. Ohlson

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