**Exhibit10.1****OMNIBUS AMENDMENT AND WAIVER**     This Omnibus Amendment and Waiver (this “Amendment”), dated as of May 23, 2006, by and betweenStandard Management Corporation, an Indiana corporation (the “**Company**”) and Laurus Master Fund,Ltd., a Cayman Islands company (the “**Purchaser**”), amends that certain (i) Securities PurchaseAgreement, dated as of March 21, 2005 (the “**Initial Closing Date**”), by and between the Company andthe Purchaser (as amended, modified or supplemented, the “**Securities Purchase Agreement**”); (ii)that certain Secured Convertible Term Note, issued as of March 21, 2005 by the Company in favor ofPurchaser in the initial face amount of $4,750,000 (as amended, modified or supplemented, the “**TermNote**”); (iii) that certain Common Stock Purchase Warrant, issued as of March 21, 2005 by theCompany in favor of Purchaser (as amended, modified or supplemented, the “**Warrant**”); and (v) thatcertain Mortgage, Assignment of Rents and Leases and Fixture Filing dated as of the date hereofmade by the Company in favor of the Purchaser (as amended, modified or supplemented from time totime, the “**Mortgage**” and, together with the Securities Purchase Agreement, the Term Note, Warrantand the other Related Agreements referred to in the Securities Purchase Agreement, the “**TransactionDocuments**”). Capitalized terms used but not defined herein shall have the meanings given them inthe Securities Purchase Agreement.     WHEREAS, the Company wishes to sell certain of its owned real property and apply the proceedsof such sale in repayment of certain of its obligations owing to Purchaser; and     WHEREAS, the Company and Purchaser have agreed to make certain changes to the TransactionDocuments as set forth herein.     NOW, THEREFORE, in consideration of the above, and for other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:     **WAIVERS**     1. Purchaser hereby consents to the sale by the Company of the unimproved real estatelocated to the south of the building located at 10689 North Pennsylvania Street, Indianapolis,Indiana consisting of approximately 4.52 acres (the “Real Estate”), which Real Estate constitutes aportion of the real property which is the subject of the Mortgage (the “**Land Sale**”); provided that(i) the net proceeds of the Land Sale (the “**Net Proceeds**”) shall be no less than $1,082,535.63,(ii) 100% of the Net Proceeds shall be applied by the Company in repayment of outstanding principalunder the Term Loan (the “**Prepayment**”); provided further that the prepayment premium described inSection 2.3 of the Term Note otherwise applicable to all prepayments of principal under the TermNote shall be waived with respect to the Prepayment only. Upon the Prepayment under the Term Loan,the Company shall be deemed to have satisfied its obligations to make payments of the principalportion of the Monthly Amounts due under the Term Note on the first business day of each month fromJune 2006 through November 2006, inclusive, and a portion of the principal portion of the MonthlyAmount due December 1, 2006 equal to $132,535.65.
 

 
     **AMENDMENTS**     2. Effective as of the Amendment Effective Date, the Term Note is hereby amended andrestated in the form attached hereto as Exhibit A (the “**Amended and Restated Term Note**”).For the avoidance of doubt, the amendment and restatement of the Term Note as set forth in thisSection 2 shall be in substitution for and not in satisfaction of the Term Note.     3. Effective as of the Amendment Effective Date, the Warrant is hereby amended and restated inthe form attached hereto as Exhibit B (the “**Amended and Restated Warrant**”).     **MISCELLANEOUS**     4. The Company hereby agrees to, promptly after the Amendment Effective Time, to file aCurrent Report on Form 8-K with the Securities and Exchange Commission (the “**SEC**”) relating to theAmended and Restated Term Note and Amended and Restated Warrant, disclosing the amendments to theTerm Note and the change made to the Exercise Price of the Amended and Restated Warrant from thatin effect immediately prior to the effectiveness of this Amendment.     5. Each amendment and waiver set forth herein shall be effective as of the date first abovewritten (the “**Amendment Effective Date**”) on the date when (i) the Company shall have executed anddelivered to Purchase each of the Amended and Restated Term Note and Amended and Restated Warrant,and (ii) the Company and Purchaser shall have executed and the Company shall have delivered toPurchaser its respective counterpart to this Amendment and (iii) the Company shall have executedand delivered to Purchaser an amendment to the Mortgage in form and substance satisfactory toPurchaser (the “**Mortgage Amendment**”), and the Mortgage Amendment shall have been duly filed andaccepted for filing by the Recorder of Marion County, Indiana.     6. Except as specifically set forth in this Amendment, there are no other amendments,modifications or waivers to the Transaction Documents, and all of the other forms, terms andprovisions of the Transaction Documents remain in full force and effect.     7. The Company hereby represents and warrants to Purchaser that (i) no Event of Default existson the date hereof, (ii) on the date hereof, except as reflected on the updated schedules to theSecurities Purchase Agreement attached hereto, and except as set forth in the Company’s filingswith the SEC, all representations and warranties made by the Company in connection with theTransaction Documents are true, correct and complete and (iii) on the date hereof, all of theCompany’s covenant requirements have been met.     8. From and after the Amendment Effective Date, all references in the Transaction Documentsshall be deemed to be references to the Transaction Documents as modified hereby.     9. This Amendment shall be binding upon the parties hereto and their respective successors andpermitted assigns and shall inure to the benefit of and be enforceable by each of the partieshereto and their respective successors and permitted assigns. **THIS AMENDMENT SHALL BE CONSTRUEDAND ENFORCED IN ACCORDANCE WITH AND**
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**GOVERNED BY THE LAW OF THE STATE OF NEW YORK.**This Amendment may be executed in any number ofcounterparts, each of which shall be an original, but all of which shall constitute one instrument.**[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]**
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**IN WITNESS WHEREOF**, the Company and Purchaser have caused this Amendment to the TransactionDocuments to be signed in its name effective as of this 23 day of May 2006.      **STANDARD MANAGEMENT CORPORATION**