AGREEMENT OF PURCHASE AND SALE



	This Agreement of Purchase and Sale ("Agreement") is

made effective this 28th day of December, 2001, by and

between STANDARD LIFE INSURANCE COMPANY OF INDIANA

("Seller"), an Indiana corporation, and STANDARD

MANAGEMENT CORPORATION ("Buyer"), an Indiana corporation.



W I T N E S S E T H



	WHEREAS, Buyer wishes to purchase, and Seller wishes

to sell, the real property and buildings and appurtenances

constructed thereon (collectively, the "Property") more

particularly described on Exhibit A hereto; and



	WHEREAS, Buyer and Seller wish to set forth the terms

and conditions of such sale;



	NOW, THEREFORE, in consideration of the mutual

covenants and agreements herein contained, and other good

and valuable consideration the receipt and sufficiency of

which is hereby acknowledged, it is agreed as follows:



	PARAGRAPH 1.1 - SALE AND PURCHASE OF PROPERTY.

Subject to the terms and provisions hereof, Seller agrees to

sell to Buyer, and Buyer agrees to purchase from Seller, fee

simple title to the Property, together with any reversionary

rights therein and all rights in and to the easements

appurtenant thereto, including, without limitation, the

easement rights and reversionary rights to the center line

of all public roads, streets and ways bounding the Property,

if any.  It is understood that the Property is a subdivided

portion of a larger piece of real property (the "Campus")

owned by Seller and purchased for purpose of development of

office buildings, and that the portion of such Campus which

is not passing to Buyer subject to this Agreement is to be

retained by Seller (as more specifically set forth in

Exhibit B hereto, and hereinafter referred to as the

"Retained Property"), subject to a Development Plan

previously filed by Seller.



	PARAGRAPH 2.1 - CONSIDERATION.  As consideration for

the conveyance of the Property, Buyer shall pay to Seller,

at Closing, the sum of Nine Million, Three Hundred Seven

Thousand, Nine Hundred Eighty-Five and 00/100 Dollars

($9,307,985.00) (hereinafter the "Purchase Price"),

payable in cash or in immediately available funds at

Closing.



	PARAGRAPH 3.1 - PERMITTED ENCUMBRANCES.  The

conveyance of the Property shall be free and clear of all

liens, leases, easements, restrictions, covenants,

encroachments and reservations, except as more particularly

described in Exhibit C attached hereto which are hereinafter

referred to as the "Permitted Encumbrances".



	PARAGRAPH 4.1 - SURVEY.  Concurrently with the

execution of this Agreement, Seller shall furnish to Buyer

and to Buyer's mortgagee a land description and survey of

the Property and the Retained Property, both certified as to

a current date and prepared by Mid-States Engineering, LLC.

Such surveys shall be certified to Buyer, to Buyer's lender,

and to the Title Company hereinafter referred to and shall

show all adjacent public streets and roadways, the exact

location of all curb cuts, access roads and entry points of

all utilities to the Property and/or the Retained Property,

the exact location of any easements appurtenant thereto, the

exact location of any recorded or visible easements on or

servicing the Property and the location of any and all

drainage and utility lines on or servicing the Property.

The survey shall also certify to the Buyer's lender and the

Title Company, and any other persons or entities that Buyer

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