**Exhibit10.6**SECURITY AGREEMENT             THIS SECURITY AGREEMENT (this *“**Agreement**”),*made on the 27th day of July,2006, by Rainier Home Health Care Pharmacy, Inc., a Washington corporation, having its chiefexecutive office at 1600 South Lane, Seattle, WA 98144 (Organizational I.D. No. 600 635 804)*(“**Rainier**”),*Precision HealthCare, Inc., a Tennessee corporation, having its chiefexecutive office at 441 Donelson Pike, Suite 395, Nashville, TN 37214 (Organizational I.D. No.0384185) *(“**Precision**”)*, Long Term Rx, Inc., an Indiana corporation, having its chiefexecutive office at 540 N. Memorial, New Castle, IN 47362 (Organizational I.D. No. 1996010564)*(**“Long Term Rx**”),*Home Med Channel, Inc., an Indiana corporation having its chief executiveoffice at 10689 North Pennsylvania Street, Indianapolis, Indiana 46280 (Organizational I.D. No.1996011223) (“*Home Med*”), Holland Compounding Pharmacy, Inc., a Washington corporationhaving its chief executive office at 810 Metcalf, Sedro-Woolley, Washington 98284 (OrganizationalI.D. No. 602 536 908) (“*Holland CP*”), and Holland Drug Stores, Inc., a Washingtoncorporation, having its chief executive office at 810 Metcalf, Sedro-Woolley, Washington 98284(Organizational I.D. No. 602 531 315) (“*Holland,*” and collectively with Rainier, Precision, LongTerm Rx, Home Med, and Holland CP, *“**Guarantors**”)*in favor of Michael G. Browning(“*Secured Party*”).WITNESSETH THAT:             WHEREAS, Guarantors have executed a Guaranty dated as of the date hereof (the“*Guaranty*”) in favor of Secured Party to secure the obligations of Standard ManagementCorporation *(“**Borrower**”)*under a Secured Promissory Note of even date herewith in theoriginal principal amount of $2,837,087.67 (the *“**Note**”)*and under the Fee Letter (asdefined in the Guaranty)*;*and             WHEREAS, as security for the satisfaction and payment of the Note and the obligations underthe Fee Letter and to secure their obligations under the Guaranty, Guarantors have agreed to grantSecured Party a security interest in the Collateral (as hereinafter defined)*,*on the terms andsubject to the conditions set forth in this Agreement;             NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein containedand for other good and valuable consideration, the receipt and sufficiency of which hereby areacknowledged, Guarantors hereby agree as follows:              1. Grant of Security Interest. Each Guarantor hereby grants to Secured Party acontinuing security interest in all of the following tangible and intangible personal property ofsuch Guarantor, whether now owned or existing or hereafter acquired or arising, and whereverlocated (collectively, the “*Collateral*”):          (a) all accounts, contract rights, general intangibles (including without limitation,Guarantor’s right, title and interest in trademarks, trade names, servicemarks and symbols,patents and/or patent applications now or hereafter used), investment property, instruments,chattel paper, invoices, contracts, claims, agreements, commercial tort claims, electronicchattel paper, letter-of-credit rights, payment intangibles, books and records, securities,whether constituting uncertificated or certificated securities, policies or certificates ofinsurance (including unearned premiums thereon), cash funds, deposits, deposit accounts andother rights and evidence of rights to cash, now or hereafter created, documents, documentsof title and choses in action;
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           (b) all inventory, equipment, goods, machinery, motor vehicles, and all other goods andpersonal property; and          (c) all additions, accessions and accessories to, substitutions for, replacements,products and cash and non-cash proceeds of, any or all of the foregoing, including withoutlimitation, insurance proceeds.              2. Secured Indebtedness. Guarantors pledge and grant a security interest in theCollateral to Secured Party, according to the terms of this Agreement, to secure the following(collectively, the “*Liabilities*”):          (a) the due and punctual payment by Borrower of the principal of and interest(including interest accruing under the terms of the Note during the pendency of anybankruptcy, insolvency, receivership, or other similar proceeding, regardless of whetherallowed or allowable in such proceeding) on the Note, when and as due, whether at maturity,by acceleration, upon one or more dates set for prepayment or otherwise;          (b) the due and punctual payment and performance by Borrower of its obligations underthe Fee Letter;          (c) the full and prompt payment and performance of all of the provisions, agreements,covenants, and obligations herein contained and contained in the Guaranty;          (d) any and all additional advances made by Secured Party to protect or preserve theCollateral or the lien created on such property, or for taxes, assessments or insurancepremiums as hereinafter provided, or for performance of any of Guarantors’ obligationshereunder or Borrower’s obligations under the Note or the Fee Letter or for any otherpurpose provided herein or in the Note (whether or not the original Guarantor remains theowner of the Collateral at the time of such advances and it being understood that SecuredParty is not under any obligation to make future advances);           (e) all costs and expenses, including attorneys’ fees and expenses, incurred by SecuredParty in the collection or enforcement of any of the Liabilities described in (a), (b), (c),or (d) above; and           (f) all extensions, renewals, and modifications of any of the Liabilities described in(a), (b), (c), (d), or (e) above.              3. Representations and Warranties of Guarantors. To further secure the payment,performance and satisfaction of the Liabilities, Guarantors hereby represent and warrant thefollowing to Secured Party:           (a) Name. Rainier is a corporation duly organized, validly existing, and ingood standing under the laws of the State of Washington with the exact legal name of“Rainier Home Health Care Pharmacy, Inc.” and a Washington organizational number of 600 635804. Precision is a corporation duly organized, validly existing, and in good standingunder the laws of the State of Tennessee with the exact legal name of “Precision Healthcare,Inc.” and a Tennessee organizational number of 0384185. Long Term Rx is a corporation dulyorganized, validly existing, and in good standing under the laws of the State of Indianawith the exact legal
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name of “Long Term Rx, Inc.” and an Indiana organizational number of 1996010564. HomeMed is a corporation duly organized, validly existing, and in good standing under the lawsof the State of Indiana with the exact legal name of “Home Med Channel, Inc.,” and anIndiana organizational number of 1996011223. Holland CP is a corporation duly organized,validly existing and in good standing under the laws of the State of Washington with theexact legal name of “Holland Compounding Pharmacy, Inc.” and a Washington organizationalnumber of 602 536 908. Holland is a corporation duly organized, validly existing and ingood standing under the laws of the State of Washington with the exact legal name of“Holland Drug Store, Inc.” and a Washington organizational number of 602 531 315.          (b) Title. Guarantors have full and absolute title to the Collateral, exceptfor the lien created hereby and any other liens specifically described on Schedule3(b) (the “*Permitted Liens*”), and Guarantors have the right to subject theCollateral to the security interest granted by this Agreement. There are no securityagreements or financing statements affecting the Collateral, or any part thereof, other thanwith respect to (i) the Permitted Liens and (ii) security interests created in SecuredParty.           (c) Possession. Except for Collateral in the possession of Secured Party, orany lender holding a Permitted Lien, Guarantors have possession of all the Collateral. Allthe Collateral is located at the locations described in Schedule3(c)hereto. Each Guarantor maintains its principal place of business at the address set forthin the introductory paragraph hereto.           (d) Financing Statements. Fully executed Uniform Commercial Code financingstatements or other appropriate filings, recordings, or registrations containing adescription of the Collateral have been delivered to Secured Party for filing in eachgovernmental, municipal, or other office required under the Uniform Commercial Code, whichare all the filings, recordings, and registrations that are necessary to publish notice ofand protect the validity of and to establish a legal, valid and perfected security interestin favor of Secured Party in respect of all Collateral in which a security interest may beperfected by filing of a financing statement, and no further or subsequent filing, refiling,recording, rerecording, registration, or reregistration is necessary in any suchjurisdiction, except as provided under applicable law with respect to the filing ofcontinuation statements.           (e) Perfection. The security interest granted hereby constitutes (i) a legaland valid security interest in all the Collateral securing the payment and performance ofthe Liabilities, and (ii) subject to the completion of the filings described in Section3(d) above, a perfected security interest in all Collateral in which a security interestmay be perfected by filing of a financing statement pursuant to the Uniform Commercial Codeor other applicable law in such jurisdictions.              4. Covenants of Guarantors. To further secure the payment, performance andsatisfaction of the Liabilities, Guarantors hereby covenant and agree as follows:           (a) Maintenance of Possession. Guarantors will preserve their interest in andtitle to the Collateral and will warrant and defend the validity of the lien and securityinterest created herein against the claims of all Persons whomsoever, subject to thePermitted Liens.
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          (b) Condition of Collateral. Guarantors will maintain the Collateral in goodcondition, repair and operating order, ordinary wear and tear excepted, and from time totime make, or cause to be made, all reasonable repairs, renewals and replacements theretoand will not permit it to be wasted, destroyed, or used in material violation of any local,state or federal ordinance, rule, or law, or contrary to the provisions of any insurancepolicy related thereto.           (c) Inspection. Secured Party, its agents and representatives may enter uponBorrower’s property to examine and inspect the Collateral at any reasonable time or times.           (d) Insurance. Guarantors will keep the Collateral at all times insuredagainst risk of loss or damage by fire and theft, all in such amounts, under such forms ofpolicies, upon such terms, for such periods and written by such companies as are reasonablyacceptable to Secured Party (such insurance, the “*Required Insurance*”). Suchpolicies shall provide that losses will be payable to Secured Party, other lien holders andGuarantors as their interests may appear, and that Secured Party shall receive at leastthirty (30) days’ prior written notice of any alteration, cancellation or terminationthereof. Upon request by Secured Party from time to time, Guarantors will furnish toSecured Party certificates of insurance from the insurer with respect to each of thepolicies providing Required Insurance.           (e) Protection of Collateral. Except for disposition of inventory in theordinary course of business, Guarantors will not, without the prior written consent ofSecured Party, sell, assign, transfer, or otherwise dispose of any material portion of theCollateral. Guarantors will give Secured Party at least ten (10) days’ prior written noticeof any change in any Guarantor’s name, the jurisdiction in which such Guarantor isorganized, the location of any Guarantor’s principal place of business or the location ofany part of the Collateral, or records thereof in the case of accounts and generalintangibles.           (f) Financing Statements, Certificates, Etc. Guarantors will perform such actsas Secured Party reasonably deems necessary or appropriate to establish and maintain inSecured Party a valid priority lien and security interest (subject only to Permitted Liens)in the Collateral to secure full and prompt performance and payment of the Liabilities.Guarantors authorize Secured Party to sign and file, without Guarantors’ signature, suchfinancing and continuation statements, amendments and supplements thereto, notices to thirdparties, and other documents which Secured Party may from time to time reasonably deemnecessary to perfect, preserve and protect its security interest in the Collateral.Guarantors will execute and deliver to Secured Party any such financing statements anddocuments and furnish, execute, and endorse such other documents, agreements, instruments,certificates, and certificates of title with Secured Party’s security interest noted thereonor executed applications for said certificates as Secured Party may from time to timereasonably request to evidence, perfect, preserve, and protect its security interest in theCollateral.     (g) Taxes and Assessments. Guarantors will pay promptly when due all taxes,assessments, and governmental charges or levies upon or against the Collateral before thesame become delinquent and before penalties accrue thereon. Notwithstanding the foregoing,Guarantors shall not be required to pay or discharge such obligations, so long as (i) theapplicability, validity, or amount thereof shall be contested in good faith by appropriateproceedings or actions, and (ii) Guarantors diligently pursues such lawful claims.
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              5. Survival of Warranties and Covenants. All of Guarantors’ representations,warranties and covenants made herein shall survive the execution of this Agreement, until allLiabilities are satisfied in full, at which time they shall expire and be of no further force oreffect.              6. Events of Default. Each of the following (each, an “*Event of Default*”)shall constitute a breach of and default under this Agreement:                 (a) non-payment or default by Guarantors in the timely and full payment or performanceof any of the Liabilities;                  (b) non-performance or breach by Guarantors of any covenant or agreement in thisAgreement; or                  (c) the untruth, inaccuracy or breach of any representation or warranty of Guarantorscontained in this Agreement.              7. Remedies Upon Default. Time is of the essence under this Agreement. Upon theoccurrence and during the continuance of any Event of Default, Secured Party shall be entitled todeclare all of the Liabilities to be immediately due and payable, whereupon the same shall becomeimmediately due and payable, without notice, presentation, demand, protest, notice of protest, orother notice of dishonor of any kind, all of which are hereby expressly waived. In addition, uponthe occurrence and during the continuance of any Event of Default, Secured Party shall have all theremedies of a secured party under the Uniform Commercial Code as adopted and in effect in the Stateof Indiana and as otherwise provided by applicable law, including, but not limited to, thefollowing:           (a) Secured Party may take possession of the Collateral and may use it after havingdone so. For purposes of taking possession, Secured Party may enter upon any premises onwhich the Collateral may be situated without legal process and remove the Collateral.           (b) Secured Party may notify any Person indebted to Guarantors to pay Secured Partydirectly any amounts due Guarantors under any account, general intangible, contract,instrument, agreement, chattel paper or any other item that is part of the Collateral, andSecured Party may enforce payment of the same through legal proceedings, or otherwise, inits own name or in the name of Guarantors.           (c) Secured Party may require Guarantors to assemble the Collateral and make itavailable at a place designated by Secured Party, whether at Guarantors’ premises orelsewhere.           (d) Unless the Collateral threatens to decline speedily in value or is of a typecustomarily sold on a recognized market, Secured Party shall give Guarantors at least ten(10) days’ prior written notice, at its address for notices stated in paragraph 9 below, ofthe time and place of any public sale thereof or of the time after which any private sale orany other intended disposition thereof is to be made. A disposition complying with thissubparagraph shall be deemed a commercially reasonable disposition of the Collateral. Thereasonable expenses of retaking, holding, preparing for sale, selling and the like, andreasonable attorneys’ fees and expenses incurred by Secured Party, may be paid from theproceeds of the disposition.
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           (e) Secured Party may obtain the appointment of a receiver respecting the Collateralupon such notice as may be required by applicable law and without notice (if permitted bysuch law) or the requirement of the posting of a bond, and may obtain immediate possessionthereof in replevin.           (f) Guarantors will not insist upon or claim the benefit or advantage of anyappraisement, valuation, stay, extension, moratorium, redemption, or similar law now orhereafter in force to prevent, delay or hinder the enforcement of this Agreement or theabsolute sale of any part of the Collateral or the possession thereof by any purchaser atany sale pursuant hereto. Guarantors hereby waive the benefit of all such laws, and allright to have the Collateral marshaled upon any foreclosure of this Agreement, and agreesthat any court having jurisdiction to foreclose this Agreement may order the sale of theCollateral as an entirety.All remedies of Secured Party shall be cumulative to the fullest extent provided by law. Pursuitby Secured Party of certain judicial or other remedies shall not abate or bar resort to otherremedies with respect to the Collateral, and pursuit of certain remedies with respect to all orsome of the Collateral shall not bar other remedies with respect to the Liabilities or to otherportions of the Collateral. Secured Party may exercise its rights to the Collateral withoutresorting or regard to other collateral or sources of security or reimbursement for theLiabilities.              8. Nonwaiver, Expenses, Proceeds of Collateral. No waiver by Secured Party of any ofits rights or of any Event of Default shall be effective unless in writing, and in no event shallsuch a waiver operate as a waiver of any other of its rights, any other Event of Default or of thesame rights or an Event of Default on any future occasion. No delay or omission on the part ofSecured Party in exercising any right shall operate as a waiver of such right or any other right.Guarantors shall pay to Secured Party on demand any and all reasonable costs and expenses,including reasonable attorneys’ fees and costs, incurred or paid by Secured Party in perfecting,protecting or enforcing its rights and interest with respect to the Collateral. After deductingall of such costs and expenses the residue of any proceeds of collection or sale of the Collateralshall be applied to the payment of the Liabilities and Guarantors shall remain fully liable for anydeficiency. Every right and remedy given this Agreement or under any applicable law available toSecured Party may be exercised from time to time and as often as may be deemed expedient by SecuredParty.              9. Notices. All notices or other written communications contemplated by thisAgreement shall be deemed to have been properly given (i) upon delivery, if delivered in person orby facsimile transmission with receipt acknowledged by the recipient thereof, (ii) one (1) businessday after having been deposited for overnight delivery with any reputable overnight courierservice, (iii) on the day of receipt of a confirmed transmission, if delivered by facsimile to thenumber set forth below, or (iv) three (3) business days after having been deposited in any postoffice or mail depository regularly maintained by the U.S. Postal Service and sent by registered orcertified mail, postage prepaid, return receipt requested, addressed as follows:       If to Secured Party: Mr. Michael G. Browning    c/o Browning Investments, Inc.    6100 West 96th Street    Suite 250    Indianapolis, IN 46278
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       and copy to: Baker & Daniels LLP    300 North Meridian Street, Suite 300    Indianapolis, Indiana 46204    Facsimile No.: 317-237-1000    Attention: James M. Carr     If to Guarantors: Standard Management Corporation    10689 N. Pennsylvania St.    Indianapolis, IN 46280    Attention: Ronald D. Hunter    Facsimile No.: 317-574-6227     and copy to: Sommer Barnard    One Indiana Square, Suite 3500    Indianapolis, IN 46204    Attention: Robert J. Hicks    Facsimile No.: 317-713-3699or addressed as such party may from time to time designate by written notice to the other party.              10. Governing Law. This Agreement shall be governed, construed, applied and enforcedin accordance with the internal laws of the State of Indiana, without regard to its conflicts oflaw rules.              11. Partial Invalidity. In case any one or more of the provisions contained hereinshall, for any reason, be held to be invalid, illegal or unenforceable in any respect, suchinvalidity, illegality or unenforceability shall not affect any other provisions of this Agreement,but this Agreement shall be construed as if such invalid, illegal or unenforceable provision orprovisions had never been contained herein.              12. Titles and Headings; Rules of Construction. Titles and headings to articles andsections herein are inserted for convenience of reference only and are not intended to be a part ofor to affect the meaning or interpretation of this Agreement. Whenever the context so requires theuse of or reference to any gender includes the masculine, feminine and neuter genders; and allterms used in the singular shall have comparable meanings when used in the plural and vice versa.              13. Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall be considered an original hereof and all of which, taken together, shall constitute oneand the same instrument.**[Signature Page Follows]**
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          IN WITNESS WHEREOF, Guarantors caused this Agreement to be executed as of the day and yearfirst above written.       Rainier Home Health Care Pharmacy, Inc.       By: /s/ Michael B. Berry       Printed: Michael B. Berry  Title: Treasurer       Precision Healthcare, Inc.       By: /s/ Michael B. Berry       Printed: Michael B. Berry  Title: Treasurer       Long Term Rx, Inc.       By: /s/ Michael B. Berry       Printed: Michael B. Berry  Title: Treasurer       Home Med Channel, Inc.       By: /s/ Michael B. Berry       Printed: Michael B. Berry  Title: Treasurer       Holland Compounding Pharmacy, Inc.       By: /s/ Michael B. Berry       Printed: Michael B. Berry  Title: Treasurer       Holland Drug Store, Inc.       By: /s/ Michael B. Berry       Printed: Michael B. Berry  Title: Treasurer
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**Schedule 3(b)****Permitted Liens**
 

 
**Schedule 3(c)****Collateral Locations**