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,
STANDARD  LIFE  INSURANCE COMPANY, an Indiana Corporation, and all wholly owned
subsidiaries of the  above  named corporations (hereinafter the "Company"), and
RONALD D. HUNTER (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  without  cause 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 Chief Executive
Officer and President  of  the  Company.  Executive accepts such employment and
agrees to be subject to the general  supervision,  orders, advice and direction
of  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 the  date  first  written above and
continue  until  such employment terminates pursuant to Section 7  hereof.   In
consideration for  providing  services hereunder Executive shall be compensated
through the salary and bonus provisions of Section 3.

3.SALARY AND BONUS.  Executive's  salary  commencing  July  1,  1999  shall  be
$337,746  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 next year hereunder would
be $354,633.00.   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 three percent (3%) 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 per cent (10%) of the annual salary of Executive for the
year in consideration.  Provided further that  the  Board  of  Directors of the
Company shall pay Executive an additional bonus in an amount determined  by the
value  of  the  stock of the Company at the time of any public offering for the
Company and the length  of  time  from the date of execution hereof to the date
the offering takes place.

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) (ii) and (iii)  relating  to acts of fraud
or dishonesty for personal enrichment, or conviction of any felony  or material
tort which is detrimental to the Company.

(a)After  the  initial  five  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 Ronald D. Hunter 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 Ronald D. Hunter'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 Ronald D. Hunter.

(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 three (3) 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.  During the
Employment  Term,  Executive  shall be entitled to an automobile  allowance  of
$1,000.00 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.
The Company shall also provide Executive with term life insurance in the amount
of $1,000,000.00, membership in the  Indianapolis,  Indiana,  Columbia Club and
four weeks vacation per year.  Executive shall be entitled to all  other fringe
benefits  generally  provided  for  salaried  employees  of  the  Company  upon
obtaining  eligibility as provided under such fringe benefit programs and shall
be the beneficiary  of  the  executive disability and pension plan, paid for by
the Company.

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

(a)the  fifth  anniversary  of the date on which  the  Employment  Term  became
effective; provided, however, that after such fifth 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 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 Subsection 7(b)(ii)  and
7(b)(iii),  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,  Hunter
shall continue to receive the Guaranteed Payments.

8.AGREEMENT NOT TO  COMPLETE.   Executive  agrees  that  if  his  employment is
terminated  (a)  by  the Company pursuant to Subsection 7(b) hereof or  (b)  by
Executive pursuant to  Subsection  7(e)  hereof, unless such termination is for
"good reason" as defined in Subsection 14(b) hereof, he shall not, for a period
of two years 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 cause (as  defined  in
Subsection  7(b)(ii)  and 7(b)(iii) or 7(c) hereof), and  permanent  and  total
disability, or (ii) Executive  voluntary  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 upon the  occurrence  of  a  change in control the
Board of Directors or a shareholder 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, because the cost and expense  of such legal
action or settlement would substantially detract from the benefits  intended to
be  extended  to  Executive hereunder.  Accordingly, if following a change   in
control it should appear  to  Executive  that  the Company has failed to comply
with  any of its obligations under this Contract  or  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  herein  above  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 $500,000.00.  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 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 canceled  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 dated and effective January
1, 1990 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 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 any  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:

Ronald D. Hunter
9100 Keystone Crossing, Ste. #600
Indianapolis, Indiana 46240

The Company:
Standard Management Corporation
9100 Keystone Crossing, Ste. #600
Indianapolis, Indiana  46240
Attn: Stephen M. Coons, Secretary


IN WITNESS WHEREOF,  the  Company has caused this Amended and Restated 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:
     Stephen M. Coons
     Secretary


Attest:



Edward T. Stahl
Executive Vice President



EXECUTIVE



Ronald D. Hunter





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