STANDARD MANAGEMENT CORP
<DOCUMENT>
<TYPE>EX-10.50
<SEQUENCE>7
<FILENAME>smcmortgagesecagreefix.txt
<TEXT>
     	MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING


THIS MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING (the
"Instrument") is made this 28th day of December, 2001, between
STANDARD MANAGEMENT CORPORATION, an Indiana corporation having a
mailing address of 10689 North Pennsylvania Street, Indianapolis,
IN 46280 ("Borrower"), and REPUBLIC BANK, whose address is
201 S. Capitol Avenue, Suite 650, Indianapolis, IN  46225
("Lender").

WHEREAS, Borrower is indebted to Lender in the principal sum of
Six Million Nine Hundred Thousand Dollars ($6,900,000.00), which
indebtedness is evidenced by Borrower's Promissory Note of even
date, together with any and all substitutions, renewals,
replacements or modifications which, in each instance,
shall be payable to the order of Lender (the "Note"), on or before
the 31st day of December, 2011 (the "Maturity Date"), bearing
interest at the rate of interest set forth in the Note providing
for the payment of principal and interest, together with all
future obligations and advances, which obligations and advances
shall (upon Borrower's compliance with all applicable terms,
conditions and requirements therefor and so long as Borrower is
not in default hereunder and Borrower is not in default of any of
the Loan Documents as defined in the Note) be deemed obligatory
under this Instrument.  The loan from Lender to Borrower, as
evidenced by the Note, has been made in accordance with a certain
Loan Commitment Letter, dated September 28, 2001 and accepted by
Borrower on October 4, 2001;

TO SECURE TO LENDER (i) the repayment of the indebtedness
evidenced by the Note and the Loan Documents (as defined in the
Note), together with interest thereon, and all renewals,
extensions and modifications thereof, (ii) the performance of all
covenants, agreements and obligations of Borrower under the
Loan Documents (as defined in the Note), and all renewals,
extensions and modifications thereof, (iii) the payment of all
sums advanced in connection with the Note, together with the
payment of all other sums, plus interest thereon,
advanced in accordance herewith to protect the security of this
Instrument, (iv) the performance of the covenants, agreements and
obligations of Borrower herein contained, and all renewals,
extensions and modifications hereof, and (v) the performance of
all obligations of Borrower under any and all other instruments
and documents given to evidence or further secure the obligations
provided for herein, and all renewals, extensions and
modifications thereof, and on account of all of the foregoing,
Borrower hereby MORTGAGES and WARRANTS and grants a security
interest to Lender, its successors and assigns, all of the estate,
right, title and interest of Borrower in, to and under the
following described property whether now owned or hereafter held
or acquired:

(i)  That certain parcel of real property described in Exhibit "A"
attached hereto and made a part hereof (the "Land");

(ii)  All buildings, improvements, structures and tenements now
situated or hereafter erected on said Land, all rights to
heretofore or hereafter vacated alleys and streets abutting the
Land, all easements, rights, appurtenances, rents, royalties,
mineral, oil and gas rights and profits, water, water rights
and water stock appurtenant to the Land (all such property and the
Land, collectively the "Property");

(iii)  All fixtures and all machinery, equipment and inventory
which are now fixtures, including but not limited to, the heating,
cooling and ventilating systems, lighting and electrical systems
and fixtures, floor coverings, wall coverings, window coverings,
ceiling tile and systems, windows, doors, locks, plumbing systems
and fixtures and any and all replacements thereof, now or at any
time acquired by Borrower and located in, on or about the Property
and used or intended to be used in connection therewith;

(iv)  All rentals, accounts, revenues, payments, repayments,
deposits, income, charges and moneys derived from the use, lease,
sublease, rental or other disposition of the Property and the
proceeds from any cause of action, tort claim, insurance or
condemnation award pertaining thereto;

(v)  All permits and licenses of all governmental or regulatory
authorities or of any persons, corporations, partnerships, trusts
or other entities, used or intended to be used in connection with
the Property; and

(vi)  All personal property and other documents used at or for the
benefit of the Property, including, without limitation, inventory,
equipment, tools, supplies, materials, books, records, contracts,
leases, warranties, maintenance schedules and invoices.

All of the property described in the foregoing subparagraphs,
including all proceeds and products thereof, and all replacements,
additions and accessions therefor and thereto, shall be deemed to
be and remain a part of the property covered by this Instrument;
and all of the foregoing, together with said Property, are herein
collectively referred to as the "Mortgaged Property."

This Instrument shall also secure the unpaid balances of future
and additional loan advances not to exceed Ten Million Dollars
($10,000,000.00) made at any time while this Instrument remains
unreleased of record pursuant to the Loan Documents.  Such loan
advances are or will be evidenced by the Note.  In addition to any
other debt or obligation secured hereby, this Instrument shall
secure unpaid balances of advances made for the payment of taxes,
assessments, insurance premiums, and other costs incurred for the
maintenance and protection of the Mortgaged Property including,
without limitation, any costs incurred in connection with any
appropriate environmental tests, inspections and, if necessary,
remediation.

Borrower covenants, warrants, represents and agrees as follows:

1.	PAYMENT OF OBLIGATIONS.  Borrower shall promptly pay when due
the principal and interest on the indebtedness evidenced by the
Note, any late charges, prepayment premiums or other sums required
to be paid by the Note, and all other sums secured by this
Instrument, all without relief from valuation and appraisement
laws.

2.	WARRANTY OF TITLE.  Borrower warrants that it is lawfully
seized of a fee simple estate in the Land, and has the right to
mortgage, convey, grant and assign the Mortgaged Property, that
the Property is subject in all cases to no lien, charge or
encumbrance other than those approved by Lender as set forth on
Exhibit "B" hereto, that this Instrument is and will remain a
valid and enforceable first lien on the Property, and that
Borrower shall cooperate to preserve such title, and will forever
warrant and defend the title, validity and priority of the lien
hereof against the claims of all persons and parties whomsoever.

3.	APPLICATION OF PAYMENTS.  Unless applicable law provides
otherwise, all payments received by Lender from Borrower under the
Note, the Loan Documents or this Instrument shall be applied by
Lender in the following order of priority:  (i) interest payable
on advances made pursuant to Paragraph 24 hereof, (ii)
principal of advances made pursuant to Paragraph 24 hereof, (iii)
amounts payable to Lender by Borrower under Paragraph 5 hereof,
(iv) interest payable on the Note, (v) principal of the Note, and
(vi) any other sums secured by this Instrument.

4.	TAXES AND IMPOSITIONS.  Borrower agrees to pay prior to
delinquency all real property taxes and assessments, general and
special, and all other taxes and assessments of any kind or nature
whatsoever, including without limitation, service payments in lieu
of real property taxes, non-governmental levies or assessments
such as maintenance charges, sewer user charges, owner association
dues or charges or fees, levies or charges resulting from
covenants, conditions and restrictions affecting the Property,
which are assessed or imposed upon the Property, or become due and
payable, and which create a lien upon the Property, or any part
thereof (all of which taxes, assessments and other charges of like
nature are hereinafter referred to as "Impositions"); provided,
however, that if, by law, any such Imposition is payable, or may
at the option of Borrower be paid, in installments, Borrower may
pay the same together with any accrued interest on the unpaid
balance of such Imposition in installments as the same become due
and before any fine, penalty, interest or cost may be added
thereto for the nonpayment of any such installment and interest.
Upon Lender's written request, Borrower shall promptly furnish to
Lender receipts evidencing such payments.  Notwithstanding the
foregoing, Borrower shall have the right to contest in good
faith by appropriate legal or other proceedings the validity or
amount of any such tax, assessment or charge, provided that (a)
Borrower gives Lender prior written notice of its intent to
contest the same, and (b) Borrower, upon request of Lender,
demonstrates to the reasonable satisfaction of Lender that such
legal or other proceedings shall operate to prevent the sale of
the Mortgaged Property (or any portion thereof) to satisfy the
payment of the tax, assessment, or charge in question prior to
final determination of such proceedings.

5.	FUNDS FOR IMPOSITIONS, INSURANCE AND OTHER CHARGES. In the
Event of Default by Borrower hereunder, Borrower shall pay or
cause Borrower to pay to Lender on the day monthly installments
are payable under the Note (or on another day designated in
writing by Lender), until the Note is paid in full, a sum
(herein "Funds") equal to one-twelfth (1/12) of (i) the annual
Impositions, and (ii) the yearly premium installments for the
insurance required to be carried pursuant to Paragraph 6 below,
all as reasonably estimated by Lender.  Lender shall not be
required to pay Borrower any interest, earnings or profits on the
Funds and shall have the right to commingle the Funds with the
general funds of Lender.  Lender shall utilize all monies paid by
Borrower for payment of the Impositions so long as there is no
uncured Event of Default.

If the amount of the Funds held by Lender shall exceed the amount
reasonably deemed necessary by Lender to provide for the payment
of such Impositions, insurance premiums and other charges, as they
fall due, such excess shall be credited to Borrower on the next
monthly installment or installments of Funds due.  If at any time
the amount of the Funds held by Lender shall be less than the
amount reasonably deemed necessary by Lender to pay Impositions,
insurance premiums and other charges as they fall due, Borrower
shall pay to Lender an amount necessary to make up the deficiency
within thirty (30) days after notice from Lender to Borrower
requesting payment thereof.  Upon an Event of Default, Lender may,
at its option, apply any Funds held by Lender at the time
of application (i) to pay Impositions, insurance premiums and
other charges, (ii) to pay principal or  interest under the Note,
or (iii) as a credit against sums secured by this Instrument.

6.	INSURANCE.

A.	Borrower shall at all times keep all buildings, improvements,
fixtures and articles of personal property now or hereafter
situated on the Land insured against loss or damage by fire and
such other hazards as may reasonably be required by Lender,
including without limitation:  (i) all-risk fire and
extended coverage insurance, with vandalism and malicious mischief
endorsements, for the full replacement value of the Property, with
agreed upon amount and inflation protection endorsements; (ii) if
there are tenants under leases at the Property, rent and rental
value or business loss insurance for the same perils described in
clause (i) above payable at the rate per month and for the period
specified from time to time by Lender not to exceed twelve (12)
months; (iii) broad form boiler and sprinkler damage insurance in
an amount reasonably satisfactory to Lender, if and so long as the
Property shall contain a boiler and/or sprinkler system,
respectively; (iv) if the Property is located in a flood
hazard area, flood insurance in the maximum amount obtainable up
to the amount of the indebtedness hereby secured; and (v) such
other insurance as Lender may from time to time reasonably
require.  Borrower also shall at all times maintain
comprehensive public liability, property damage and worker's
compensation insurance covering the Property and any employees
thereof, with such limits for personal injury, death and property
damage as Lender may require.  Borrower shall be the named insured
under such policies and Lender shall be identified as an
additional insured party.  All policies of insurance to be
furnished hereunder shall be in forms, with companies, in amounts
and with deductibles reasonably satisfactory to Lender, with
mortgagee clauses attached to all policies in favor of and in form
satisfactory to Lender, including a provision requiring that the
coverage evidenced thereby shall not be terminated or modified
without thirty days prior written notice to Lender and shall
contain endorsements that no act or negligence of the insured or
any occupant and no occupancy or use of the Property for purposes
more hazardous than permitted by the terms of the policies will
affect the validity or enforceability of such policies as against
Lender.  Borrower shall deliver all policies, including additional
and renewal policies, to Lender, and, in the case of insurance
about to expire, shall deliver renewal policies not less than
thirty days prior to their respective dates of expiration.

B.	Borrower shall not take out separate insurance concurrent in
form or contributing in the event of loss with that required to be
maintained hereunder unless Lender is included thereon as the loss
payee or an additional insured as applicable, under a standard
mortgage clause acceptable to Lender and such separate insurance
is otherwise acceptable to Lender.

C.	In the event of loss at a time when no Event of Default shall
have occurred, Borrower shall give immediate notice thereof to
Lender, and Borrower shall promptly make proof of loss, and each
insurance company concerned is hereby authorized and directed to
make payment for such loss directly to Lender and Borrower
jointly.  If Borrower shall not have settled the claim within
ninety (90) days of the damage, Borrower shall have no further
right to settle the claim, Lender shall have the sole right to
settle the claim and payment shall be made directly to Lender.  If
an Event of Default shall have occurred, Lender shall have the
exclusive right to make proof of loss and each insurance company
concerned is hereby authorized and directed to make payment for
such loss directly to Lender (rather than to Lender and Borrower
jointly).  If the loss occurs subsequent to December 31, 2009,
Lender, at its option and in its sole discretion, may apply any
insurance proceeds so received after the payment of all of
Lender's expenses, either (i) on account of the unpaid principal
balance of the Note, irrespective of whether such principal
balance is then due and payable, whereupon Lender may declare the
whole of the balance of indebtedness hereby secured to be due and
payable, or (ii) to the restoration or repair of the property
damaged as provided herein.  If (i) no Event of Default has
occurred and is continuing hereunder, (ii) the available proceeds
are sufficient, in Lender's sole and absolute judgment, to fully
restore the Property so that the condition and value of the
Property as restored is not less than the value and condition of
the Property prior to being damaged or destroyed and (iii)if the
loss occurs prior to January 1, 2010, such insurance proceeds
shall be made available to Borrower by Lender, and Borrower shall
repair, restore or rebuild the damaged or destroyed portion of the
Property so that the condition and value of the Property is
substantially the same as the condition and value of the Property
prior to being damaged or destroyed.  In the event Lender permits
the application of such insurance proceeds to the cost of
restoration and repair of the Property, any surplus which may
remain out of said insurance proceeds after payment of such
costs shall be applied on account of the unpaid principal balance
of the Note, without any prepayment premium, irrespective of
whether such principal balance is then due and payable.  In all
events the insurance proceeds shall be held and maintained by
Lender and shall be disbursed by Lender according to Lender's
normal and customary procedures.  In the event of foreclosure of
this Mortgage, all right, title and interest of Borrower in and to
any insurance policies then in force shall pass to the purchaser
at the foreclosure sale.  At the request of Lender, from time to
time, Mortgagor shall furnish Lender, without cost to Lender,
evidence of the replacement value of the Property.

7.	RECEIVERSHIP.  Upon an Event of Default (hereafter defined)
hereunder or abandonment of the Property, Lender shall be entitled
to have and Borrower consents to a receiver appointed by a court
to enter upon, take possession of and manage the Property and to
collect the rents of the Property including those past due.  All
rents, collected by the receiver shall be applied first to payment
of the costs of management of the Property and collection of
income, including, but not limited to receiver's fees, premiums on
receiver's bonds and reasonable attorneys' fees, and then to the
sums secured by this Instrument.  The receiver shall be liable to
account only for such income actually received.

8.	CONDEMNATION.  Borrower shall immediately notify Lender of
any action or proceeding relating to any condemnation or other
taking, whether direct or indirect, of the Property, or any part
thereof.  Borrower is authorized to promptly commence, appear in
and prosecute any action or proceeding relating to any
condemnation or other taking of the Property and to settle or
compromise any claim in connection with such condemnation or other
taking.  Borrower hereby authorizes and empowers Lender as
attorney-in-fact for Borrower to commence, appear in and
prosecute, in the name of Lender or Borrower any action or
proceeding relating to any condemnation or other taking of the
Property, whether direct or indirect, and to settle or compromise
any claim in connection with such condemnation or other taking;
provided, however, that nothing contained in this Paragraph 8
shall require Lender to incur any expense or take any action
hereunder.  If Borrower has not settled or compromised such claim
within ninety (90) days of notice of the taking, Borrower shall
have no further right to appear in, prosecute, settle or
compromise any claim.  Borrower hereby assigns to Lender
all rights of Borrower in and to the proceeds of any award,
payment or claim for damages, direct or consequential, in
connection with any such condemnation or other taking, whether
direct or indirect, of the Property, or any part thereof,
or for conveyances in lieu of condemnation.  If (i) no Event of
Default has occurred and is continuing hereunder and (ii) the
available award is sufficient, in Lender's sole and absolute
judgment, to fully restore the remaining portion of
the Property to not less than the value and condition of the
Property prior to such condemnation, such condemnation award shall
be made available to Borrower by Lender, and Borrower shall
repair, restore or rebuild the damaged or destroyed
portion of the Property so that the condition and value of the
Property is substantially the same as the condition and value of
the Property prior to being damaged or destroyed.

Any such awards, payments, proceeds or damages, or portion thereof
to which Borrower is entitled (the "Award"), shall, after the
deduction of Lender's expenses incurred in the collection of such
Award, be held by Lender and applied by Lender to reduce the
amount of the Note or Lender may permit Borrower as provided above
to use the Award for the reconstruction, restoration or repair of
the Property in compliance with all applicable legal requirements
and the requirements of construction advances under Lender's
normal and customary procedures.  If the Award exceeds the cost of
reconstruction, restoration or repair, the excess Award, shall,
after the deduction of Lender's expenses incurred in the
collection of such Award, be applied to the payment of the sums
secured by this Instrument, whether or not then due, in the order
of application set forth in Paragraph 3 hereof, with the balance,
if any, to Borrower without any prepayment premium.  Unless
Borrower and Lender otherwise agree in writing, any application of
proceeds to principal shall not extend or postpone the due date or
change the amount of the monthly installments required by the
Note.  Borrower agrees to execute such further evidence of
assignment of any awards, proceeds, damages or claims arising in
connection with such condemnation or taking as Lender may require.

9.	PRESERVATION AND MAINTENANCE OF PROPERTY.  Borrower (i)shall
not commit waste or permit impairment or deterioration of the
Property and shall not abandon the Property, (ii)shall
reconstruct, restore or repair promptly and in a good and
workmanlike manner all or any part of the Property to the
equivalent of its original condition, reasonable wear and tear
excepted, or such other condition as Lender may approve in
writing, in the event of any damage, injury or loss thereto,
whether or not insurance proceeds or condemnation awards or
damages are available or adequate to cover, but subject to the
provisions of Sections 6 C and 8 hereof, in whole or in part, the
costs of such reconstruction, restoration or repair, (iii)shall
keep the Property in good order, condition and repair and
shall replace fixtures, equipment, machinery and appliances on the
Property when necessary to keep such items in good repair, and
will make or cause to be made, as and when the same shall become
necessary, all structural and nonstructural, interior and
exterior, ordinary and extraordinary, foreseen and unforeseen
repairs, replacements and renewals necessary to that end,
(iv)shall comply with all zoning, building, health and
environmental laws, ordinances and regulations, and all other
laws, regulations and requirements of any governmental body or
agency having jurisdiction over the Property, or the use and
occupancy thereof by Borrower, and (v)shall comply with all
covenants and agreements of record affecting the Property.
Neither Borrower nor any other person shall remove, demolish or
alter any improvement now existing or hereafter erected on the
Property without the prior written consent of Lender except when
incident to the replacement of improvements with items of like
kind and quality.

10.	USE OF PROPERTY.  Unless Lender has otherwise agreed in
writing, Borrower shall not allow changes in the use for which all
or any part of the Property was used at the time this Instrument
was executed.  Borrower shall not initiate, approve, participate
in or acquiesce to any change in or modification to the zoning in
effect for the Property or any portion thereof unless Lender
shall consent to such action.

11.	LIENS.  Borrower shall promptly discharge any lien which has,
or may have, priority over or equality with the lien of this
Instrument, and Borrower shall pay, when due, the claims of all
persons supplying labor or materials to or in connection with the
Property.  In the event a mechanic's lien shall be filed against
the Property, Borrower shall cause same to be satisfied or bonded
off within thirty (30) days after the filing thereof.  Without
Lender's prior written consent, Borrower shall not create, suffer,
permit or allow any statutory lien or other lien or encumbrance
inferior or superior to or having parity with this Instrument to
be created or perfected against the Property.  Borrower hereby
covenants and agrees that Lender shall be subrogated to the lien
of any mortgage or other lien discharged, in whole or in part, by
the indebtedness secured hereby.

12.	INSPECTION AND ADDITIONAL DOCUMENTATION.  Lender, at
reasonable times during business hours may make or cause to be
made reasonable entries upon and inspections of the Property to
assure compliance with the terms hereof.

13.	BOOKS AND RECORDS.  Borrower shall keep and maintain at all
times at the office described on page 1 of this Instrument or at
such other place as Lender approves in writing, complete and
accurate books of accounts and records adequate to reflect
correctly the results of the operation of the Property and
copies of all written contracts, leases and other instruments
which affect the Property.  Such books, records, contracts, leases
and other instruments shall be subject to examination and
inspection at any reasonable time during business hours by Lender.

14.	TRANSFERS OF THE PROPERTY OR BENEFICIAL INTERESTS IN
BORROWER.  Borrower shall not, directly or indirectly, sell,
transfer, assign, convey, mortgage, or otherwise dispose of the
Property, or any part or parts thereof, or any legal or equitable
interest therein, including disposition by land installment
contract, nor shall Borrower create or permit to occur any
changes, direct or indirect, in the majority ownership or control
of Borrower to be vested in anyone other than Borrower without
Lender's consent.

15.	ASSIGNMENT OF ACCOUNTS, RENTS AND LEASES.  As part of the
consideration for the indebtedness evidenced by the Note, Borrower
hereby absolutely and unconditionally assigns and transfers to
Lender all of the occupancy agreements and leases now existing or
hereafter entered into with respect to the Property, and all
modifications, renewals and extensions thereof (collectively the
"Leases") and all the rents, accounts and revenues, which shall
include all deposits, of the Property, including those now due,
past due, or to become due by virtue of any of the Leases or any
other agreement for the occupancy or use of all or any part of the
Property, regardless as to whom the rents, accounts and revenues
of the Property are payable; provided, however, that prior to an
Event of Default under this Instrument, Borrower shall exercise
all of its rights under the Leases and shall collect and receive
all of the rents, accounts and revenues of the Property, and
Borrower shall apply the rents, accounts and revenues so collected
to current operating expenses of the Property and current amounts
due Lender with the balance, so long as no such Event of Default
has occurred, to the account of Borrower.  Upon an Event of
Default hereunder, and without the necessity of Lender entering
upon and taking and maintaining full control of the Property in
person, by agent or by a court-appointed receiver, Lender shall
immediately (i) be entitled to exercise all of the rights of
Borrower under the Leases, and (ii) be entitled to possession of
all rents, accounts and revenues of the Property as specified in
this Paragraph 15 as the same become due and payable, including
but not limited to rents, accounts and revenues then due and
unpaid.  At the time of any such Event of Default, any such rents,
accounts and revenues then held by Borrower shall immediately be
held by Borrower as trustee for the benefit of Lender only.
Borrower agrees that commencing upon an Event of Default, each
occupant of the Property shall make such rents, accounts and
revenues payable to and pay such rents, accounts and revenues to
Lender or Lender's agents on Lender's written demand to each
occupant therefor, delivered to each occupant personally, by mail
or by delivering such demand to each rental unit, without any
liability on the part of said occupant to inquire further as to
the existence of a default by Borrower.  Unless Lender takes
possession of the property or exercises control over it, Lender
shall not be liable for any loss sustained by the Borrower
resulting from any failure by Lender either to collect the rents,
accounts and revenues of the Property or in exercising or failing
to exercise any of the rights of Borrower under the Leases.
Lender shall have no liability to any occupant under any of the
Leases for the performance or observance of any of the terms,
conditions or obligations contained therein unless Lender takes
possession of the Property.

16.	UNIFORM COMMERCIAL CODE SECURITY AGREEMENT.  In addition to
being a mortgage, this Instrument is intended to be a security
agreement pursuant to the Uniform Commercial Code as enacted in
the state wherein the Property is located, for any of the items
specified above as part of the Property which, under applicable
law, may be subject to a security interest pursuant to the Uniform
Commercial Code, and Borrower hereby grants to Lender a security
interest in said items.  Borrower agrees that Lender may file this
Instrument, or a reproduction thereof, in the real estate records
or other appropriate index, as a financing statement filed as a
fixture filing with respect to all items constituting a part
of the collateral which are or are to become fixtures related to
the Property, in accordance with I.C. S.S. 26-1-9.1-502.  The
information required under I.C. S.S. 26-1-9.1-502(c) is set forth
in other provisions of this Instrument.  Borrower is
the record owner of the Property.  Any reproduction of this
Instrument or of any other security agreement or financing
statement shall be sufficient as a financing statement.  In
addition, Borrower agrees to execute and deliver to Lender, upon
Lender's request, any financing statements, as well as extensions,
renewals and amendments thereof, and reproductions of this
Instrument in such form as Lender may require to perfect a
security interest with respect to said items.  Borrower shall pay
all costs of filing such financial statements and any extensions,
renewals, amendments and releases thereof, and shall pay all
reasonable costs and expenses of any record searches for financing
statements pertaining to the Loan Documents which Lender may
require.  Without the prior written consent of Lender, Borrower
shall not create or suffer to be created pursuant to the Uniform
Commercial Code any other security interest in said items,
including replacements and additions thereto.  Upon an Event of
Default, Lender shall have the remedies of a secured party under
the Uniform Commercial Code and, at Lender's option, may also
invoke the remedies provided in this Instrument as to such items.
 In exercising any of said remedies, Lender may proceed against
the items of real property and any items of personal property
specified above as part of the Property, separately or together
and in any order whatsoever, without in any way affecting the
availability of Lender's remedies under the Uniform Commercial
Code or of the remedies provided in this Instrument.

17.	LEASE AND SUBLEASES.  Borrower shall comply with and observe
Borrower's obligations as landlord under all Leases of the
Property or any part thereof.  All Leases now or hereafter entered
into by Borrower will be in form and substance subject to the
reasonable approval of Lender.  All Leases of the Property to
which Borrower is a party shall specifically provide that (i) such
Leases are and shall remain subordinate to this Instrument, (ii)
that the occupant thereof shall attorn to Lender, such attornment
to be effective upon Lender's acquisition of title to Borrower's
interest in the Property, (iii) that the occupant agrees to
execute such further evidence of attornment and/or subordination
as Lender may from time to time request, and (iv) that the
attornment of the occupant shall not, in any event, be terminated
by foreclosure.  Borrower shall not, without Lender's written
consent, modify, amend, surrender or terminate, either orally or
in writing, any of the Leases now existing or hereafter made by
Borrower with respect to all or any part of the Property except
in the ordinary course of business.  Borrower shall not, without
Lender's written consent, permit an assignment or sublease of any
such Leases which is not consistent with the conditions set forth
in that certain Assignment of Leases and Rents of even date
herewith, or request or consent to the subordination of any
such Leases to which Borrower is a party to any lien subordinate
to this Instrument.  If Borrower becomes aware that any occupant
proposes to do, or is doing, any act or thing which may give rise
to any right of set-off against rent, accounts or revenues,
Borrower shall (i) take such steps as shall be reasonably
calculated to prevent the accrual of any right to a set-off
against rent, accounts or revenues (ii) notify Lender thereof and
of the amount of such set-off, and (iii) within ten (10) days
after such accrual, take such other steps as shall effectively
discharge such set-off and as shall assure that rents, accounts or
revenues thereafter due shall continue to be payable without set-
off or deduction.  Notwithstanding the foregoing, a lease between
Borrower and an affiliate, parent, subsidiary or entity controlled
by, under common control with or controlling Borrower, shall not
be deemed to be a lease which is subject to the provisions of this
Section 17, so long as the rent is no less than fair market value.


18.	ENVIRONMENTAL COMPLIANCE.  Borrower represents, to the best
of its knowledge, that the Property is in compliance with all
applicable Environmental Laws (as hereinafter defined) and that
the Property does not contain any Hazardous Materials (as
hereinafter defined) except as previously disclosed in
writing to Lender.  Upon the reasonable request of Lender,
Borrower covenants and agrees that Borrower, at Lender's request,
shall deliver and pay for an environmental audit prepared by an
engineer acceptable to Lender which discloses no evidence of the
existence of any other Hazardous Materials on or in the
Property.  Borrower covenants and agrees that such environmental
audit does not relieve Borrower from performing its own
environmental audit or complying with Environmental Laws.
Borrower represents and warrants that it has not caused or,
to the best of its knowledge, permitted any Hazardous Material to
be placed on or in the Property in violation of any Environmental
Laws and that to the best of its knowledge, there are no
conditions currently existing or with the passage of time which
would require or are likely to require clean-up, removal, remedial
action, or other response pursuant to the Environmental Laws
except as previously disclosed in writing to Lender.  Borrower
represents and warrants that to the best of its knowledge the
Property has not been used as a dump site or storage site for
Hazardous Materials, and Borrower will not cause or permit the use
of the Property or cause the use of any parcel adjacent thereto as
a dump site or storage site for Hazardous Materials other than in
compliance with applicable Environmental Laws, nor will Borrower
cause or permit any contamination on any part of the Property or
cause the contamination of any adjacent parcel.  Borrower
covenants and agrees that all Hazardous Materials (other than
cleaning materials and other products customarily utilized in the
maintenance and operation of a retail shopping facility) which may
be used by any person for any purpose upon the Property other than
in compliance with Environmental Laws have been and will be
disclosed in writing to Lender and have been and shall be used and
stored thereon only in a safe manner, and in accordance with all
industrial standards and Environmental Laws.  Borrower represents
and warrants that Borrower is not a party to any litigation or
administrative proceeding, nor, to the best of its knowledge, is
any litigation or administrative proceeding threatened against it,
which asserts or alleges that there is any violation of
Environmental Laws with respect to the Property, nor is the
Property subject to any judgment, decree, order or citation
relating to or arising out of Environmental Laws and no permits
or licenses are required under Environmental Laws relating to the
Property.  Borrower covenants and agrees to provide to Lender,
immediately upon receipt by Borrower, copies of any
correspondence, notice, pleading, citation, indictment,
complaint, order, decree or other document from any source
asserting or alleging a circumstance or condition which requires
or may require a clean-up, removal, remedial action, or other
response by or on the part of Borrower under the Environmental
Laws or which seeks criminal or punitive penalties from Borrower
for an alleged violation of Environmental Laws.  Borrower further
covenants and agrees to advise Lender as soon as Borrower becomes
aware of any condition or circumstance which makes the covenants
and warranties contained herein or in any other loan document
incomplete or inaccurate.  Borrower represents and warrants
that the Property is not "property" as defined in I.C. S.S. 13-11-
2-174.

For purposes of this Instrument, the term "Environmental Laws"
shall mean and refer to all federal, state and local laws relating
to environmental matters, including, without limitation, those
relating to fines, orders, injunctions, penalties, damages,
contribution, permits, cost recovery compensation, losses or
injuries resulting from the release or threatened release of
hazardous materials and the generation, use, storage,
transportation or disposal of hazardous materials in any manner
applicable to Borrower or the Property, including, without
limitation, the Comprehensive Environmental Response, Compensation
and Liability Act of 1980 and the Super Fund Amendments and
Reauthorization Act (42 USC S.S. 9601 et. seq.), the Hazardous
Materials Transportation Act (49 USC S.S. 1801 et. seq.), the
Resource Conservation and Recovery Act of 1976 (42 USC S.S. 6901
et. seq.), the Federal Water Pollution Control Act (33 USC S.S.
1251 et. seq.), the Clean Air Act (42 USC S.S. 7401 et. seq.), the
Toxic Substances Control Act of 1976 (15 USC S.S. 2601 et. seq.),
the Safe Drinking Water Act (42 USC S.S. 300F-300J-11 et. seq.),
the Occupational Safety and Health Act of 1970 (29 USC S.S. 651
et. seq.) and the Emergency Planning and Community Right to Know
Act (42 USC S.S. 11001 et. seq.), each as heretofore and hereafter
amended or supplemented, and any analogous future or present
local, state or federal statutes, rules and regulations
promulgated thereunder or pursuant thereto, and any other present
or future law, ordinance, rule, regulation, permit or permit
condition, order or directive addressing environmental, health, or
safety issues of or by the federal government, any state or any
political subdivision thereof, or any agency, court, or body of
the federal government, any state or any political subdivision
thereof, exercising executive, legislative, judicial, regulatory
or administrative functions which are applicable to the Property.

In addition, for purposes of this Instrument, the term "Hazardous
Materials" shall mean and refer to (a) any chemical, material or
substance defined as or included in the definition of "hazardous
substances," "hazardous wastes," "hazardous materials," "extremely
hazardous waste," "restricted hazardous waste," "toxic
pollutants," "contaminants," "pollutants," "toxic substances" or
words of similar import under any applicable local, state or
federal law or under the regulations adopted or publications
promulgated pursuant thereto, including, without limitation,
Environmental Laws, (b) any oil, petroleum or petroleum derived
substance, any drilling fluids, produced waters or other wastes
associated with the exploration, development or production of
crude oil, any flammable substances or explosives, any radioactive
materials, any hazardous wastes or substances, any toxic wastes or
substances or any other materials or pollutants which (i) pose a
hazard to the Property or to persons on or about the Property, or
(ii) cause the Property to be in violation of any Environmental
Laws, (c) asbestos and asbestos-containing-materials, radon gas,
urea formaldehyde, or transformers or other electrical equipment
which contain any oil or dielectric fluid containing
polychlorinated biphenyls, and (d) any other chemical, material or
substance, exposure to which is prohibited, limited or regulated
by any governmental authority.

19.	ACCELERATION.  The following shall constitute an Event of
Default hereunder:
(a)	Borrower fails to pay (i) any installment of principal or
interest payable pursuant to the Note on the date when due, or
(ii) any other amount payable to Lender under the Note, this
Instrument or any of the other Loan Documents within five (5) days
after the date when any such payment is due in accordance with the
terms hereof or thereof;
(b)	Borrower fails to perform or cause to be performed any other
obligation or observe any other condition, covenant, term,
agreement or provision required to be performed or observed by
Borrower under the Note, this Instrument or any of the other Loan
Documents; provided, however, that if such failure by its nature
can be cured, then so long as the continued operation and safety
of the Mortgaged Property, and the priority, validity and
enforceability of the liens created by this Instrument or any of
the other Loan Documents and the value of the Mortgaged Property
are not materially impaired then Borrower shall have a period
("Cure Period") of thirty (30) days after Borrower obtains actual
knowledge of such failure or receives written notice of such
failure to cure the same and an Event of Default shall not be
deemed to exist during the Cure Period, provided further that if
Borrower commences to cure such failure during the  Cure Period
and is diligently and in good faith attempting to effect such
cure, the Cure Period shall be extended for thirty (30) additional
days, but in no event shall the Cure Period be longer than sixty
(60) days in the aggregate;
(c)	The existence of any inaccuracy or untruth in any material
respect in any representation or warranty contained in this
Instrument or any of the other Loan Documents or of any statement
or certification as to facts delivered to Lender by Borrower;
(d)	The existence of any collusion, fraud, dishonesty or bad
faith by or with the acquiescence of Borrower which in any way
relates to or affects this Loan or the Mortgaged Property;
(e)	If there occurs a material adverse change in the financial
condition of Borrower;
(f)	Borrower (i) files a voluntary petition in bankruptcy or is
adjudicated a bankrupt or insolvent or files any petition or
answer seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under the
present or any future federal, state, or other statute or law, or
(ii) seeks or consents to or acquiesces in the appointment of any
trustee, receiver or similar officer of Borrower  or of all or any
substantial part of the property of Borrower or any of the
Mortgaged Property; or all or a substantial part of the
assets of Borrower are attached, seized, subjected to a writ or
distress warrant or are levied upon unless the same is released or
located within thirty (30) days;
(g)	The commencement of any involuntary petition in bankruptcy
against Borrower or the institution against Borrower of any
reorganization, arrangement, composition, readjustment,
dissolution, liquidation or similar proceedings under any present
or future federal, state or other statute or law, or the
appointment of a receiver, trustee or similar officer for all or
any substantial part of the property of Borrower, which shall
remain undismissed or undischarged for a period of sixty (60)
days;
(h)	The dissolution, termination or merger of Borrower; or
(i)	The occurrence of an "Event of Default" under the Note or any
of the other Loan Documents.

Upon an Event of Default, Lender, at Lender's option, may declare
all of the sums secured by this Instrument to be immediately due
and payable without notice to or further demand of Borrower.

20.	FORECLOSURE; EXPENSE OF LITIGATION.

A.	When all or any part of the indebtedness hereby secured shall
become due, whether by acceleration or otherwise, Lender shall
have the right to foreclose the lien hereof for such indebtedness
or part thereof and/or exercise any right, power or remedy
provided in this Mortgage or any of the other Loan Documents.  It
is further agreed that if default be made in the payment of any
part of the secured indebtedness, as an alternative to the right
of foreclosure for the full secured indebtedness after
acceleration threof, Lender shall have the right to institute
partial foreclosure proceedings with respect to the portion of
said indebtedness so in default, as if under a full foreclosure,
and without declaring the entire secured indebtedness due (such
proceeding being hereinafter referred to as a "partial
foreclosure"), and provided that if foreclosure sale is made
because of default of a part of the secured indebtedness, such
sale may be made subject to the continuing lien of this
Mortgage for the unmatured part of the secured indebtedness.  It
is further agreed that such sale pursuant to a partial foreclosure
shall not in any manner affect the unmatured part of the secured
indebtedness, but as to such unmatured part, the lien hereof shall
remain in full force and effect just as though no foreclosure sale
had been made under the provisions of this Paragraph.
Notwithstanding the filing of any partial foreclosure or entry of
a decree of sale in connection therewith, Lender may elect at any
time prior to a foreclosure sale pursuant to such decree to
discontinue such partial foreclosure and to accelerate the entire
secured indebtedness by reason of any uncured Event of Default
upon which such partial foreclosure was predicated or by reason of
any other Event of Default and proceed with full foreclosure
proceedings.  It is further agreed that several foreclosure sales
may be made pursuant to partial foreclosures without exhausting
the right of full or partial foreclosure sale for any unmatured
part of the secured indebtedness.  In the event of a foreclosure
sale, Lender is hereby authorized, without the consent of
Borrower, to assign any and all insurance policies to the
purchaser at such sale or to take such other steps as Lender may
deem advisable to cause the interest of such purchaser to be
protected by any of such insurance policies.
B.	In any suit to foreclose or partially foreclose the lien
hereof, there shall be allowed and included as additional
indebtedness in the decree for sale all expenditures and expenses
which may be paid or incurred by or on behalf of Lender for
reasonable attorneys' fees, appraisers' fees, outlays for
documentary and expert evidence, stenographers' charges,
publication costs, and costs (which may be estimated as to items
to be expended after entry of the decree) of procuring all such
abstracts of title, title searches and examinations, title
insurance policies, and similar data and assurances with
respect to the title as Lender may deem reasonably necessary
either to prosecute such suit or to evidence to bidders at any
sale which may be had pursuant to such decree the true condition
of the title to or the value of the Property.  All expenditures
and expenses of the nature mentioned in this paragraph and such
other expenses and fees as may be incurred in the enforcement of
Borrower's obligations hereunder, the protection of said Property
and the maintenance of the lien of this Mortgage, including the
reasonable fees of any attorney employed by Lender in any
litigation or proceeding affecting this Mortgage, the Note, or the
Property, including probate and bankruptcy proceedings, or in
preparations for the commencement or defense of any proceeding or
threatened suit or proceeding shall be immediately due and payable
by Borrower, with interest thereon at the Default Rate and shall
be secured by this Mortgage.
21.	APPLICATION OF PROCEEDS OF FORECLOSURE SALE.   The proceeds
of any foreclosure (or partial foreclosure) sale of the Property
shall be distributed and applied in the following order of
priority:  first, to all costs and expenses incident to the
foreclosure proceedings, second, to all other items which may
under the terms hereof constitute secured indebtedness additional
to that evidenced by the Note, with interest thereon as provided
herein or in the other Loan Documents; third, to all principal and
interest remaining unpaid on the Note; and fourth, any surplus to
Borrower, its successors or assigns, as their rights may appear or
to any other party legally entitled thereto.  Notwithstanding
anything in this Section 21 to the contrary, the proceeds of any
foreclosure sale shall be applied in accordance with all
applicable laws.

22.	APPOINTMENT OF RECEIVER.  Upon or at any time after the
filing of a complaint to foreclose (or partially foreclose) this
Mortgage, the court in which such complaint is filed shall, upon
petition by Lender, appoint a receiver for the Property.  Such
appointment may be made either before or after sale, without
notice, without regard to the solvency or insolvency of Borrower
at the time of application for such receiver and without regard to
the value of the Property or whether the same shall be then
occupied as a homestead or not and Lender hereunder or any other
holder of the Note may be appointed as such receiver.
Such receiver shall have power to collect the rents, issues and
profits of the Property (i) during the pendency of such
foreclosure suit, (ii) in case of a sale and a deficiency, during
the full statutory period of redemption, whether there be
redemption or not, and (iii) during any further times when
Borrower, but for the intervention of such receiver, would be
entitled to collect such rents, issues and profits.  Such receiver
also shall have all other powers and rights that may be necessary
or are usual in such cases for the protection, possession,
control, management and operation of the Property during said
period, including, to the extent permitted by law, the right to
lease all or any portion of the Property for a term that extends
beyond the time of such receiver's possession without obtaining
prior court approval of such lease.  The court from time to
time may authorize the application of the net income received by
the receiver in payment of (a) the indebtedness secured hereby, or
by any decree foreclosing this Mortgage, or any tax, special
assessment or other lien which may be or become superior to the
lien hereof or of such decree, provided such application is made
prior to foreclosure sale, and (b) any deficiency upon a sale and
deficiency.

23.	LENDER'S RIGHT OF POSSESSION IN CASE OF DEFAULT.  At any time
after an Event of Default has occurred, Borrower shall, upon
demand of Lender, surrender to Lender possession of the Property.
 Lender, in its discretion, may, with or without process of law,
enter upon and take and maintain possession of all or any part of
the Property, together with all documents, books, records, papers
and accounts relating thereto, and may exclude Borrower and its
employees, agents or servants therefrom, and Lender may then hold,
operate, manage and control the Property, either personally or by
its agents.  Lender shall have full power to use such measures,
legal or equitable, as in its discretion may be deemed proper or
necessary to enforce the payment or security of the avails, rents,
issues, and profits of the Property, including actions for the
recovery of rent, actions in forcible detainer and actions in
distress for rent.  Without limiting the generality of the
foregoing, Lender shall have full power to:

A. 	make any repairs, renewals, replacements, alterations,
additions, betterments and improvements to the Property as Lender
deems are necessary;

B. 	insure and reinsure the Property and all risks incidental to
Lender's possession, operation and management thereof; and

C. 	receive all of such avails, rents, issues and profits.

24.	PROTECTION OF LENDER'S SECURITY.  If Borrower fails to
perform the covenants and agreements contained in this Instrument
or if any action or proceeding is commenced which affects the
Property or title thereto or the interest of Lender therein,
including, but not limited to, eminent domain, insolvency, code
enforcement, or arrangements or proceedings involving a bankrupt
or decedent, then, at Lender's option, after five (5) days'
written notice to Borrower, Lender may make such appearances,
disburse such sums and take such actions as Lender reasonably
deems necessary, in its sole discretion, to protect Lender's
interest herein, including, but not limited to, (i) disbursement
of reasonable attorney fees, (ii) entry upon the Property to make
reasonable repairs or to conduct any reasonably appropriate
environmental tests and inspections or to perform any necessary
remediation, (iii) procurement of satisfactory insurance, and (iv)
payment of Impositions.

Any amounts disbursed by Lender pursuant to this Paragraph 24,
together with interest thereon, shall become additional
indebtedness of Borrower secured by this Instrument.  Unless
Borrower and Lender agree to other terms of payment, such amounts
shall be immediately due and payable and shall bear interest from
the date of disbursement at a rate equal to the Default Rate of
interest set forth in the Note.  Nothing contained in this
Paragraph 24 shall require Lender to incur any expense or take any
action hereunder.

25.	BORROWERAND LIEN NOT RELEASED.  From time to time, Lender
may, at Lender's option, after giving twenty-four (24) hours
notice but without obtaining the consent of Borrower or its
successors or assigns, or of any guarantors, without liability on
Lender's part and notwithstanding the breach of any covenant
or agreement of Borrower in this Instrument, extend the time for
payment of the indebtedness evidenced by the Note or any part
thereof, reduce the payments thereon, release anyone liable on any
of said indebtedness, accept a renewal note or notes therefor,
agree with Borrower, in writing, to modify the terms and time
of payment of said indebtedness, release from the lien of this
Instrument any part of the Mortgaged Property, take or release
other or additional security, reconvey any part of the Mortgaged
Property, consent to any map or plan of the Property, consent to
the granting of any easement, join in any extension or
subordination agreement, and agree in writing with Borrower to
modify the rate of interest or period of amortization of the Note.
 Any actions taken by Lender pursuant to the terms of this
Paragraph 25 shall not affect the obligation of Borrower, or
Borrower's successors or assigns, to pay the sums secured by this
Instrument and to observe the covenants of Borrower contained
herein, shall not affect the guaranty of any person, corporation,
partnership or other entity for payment of the indebtedness
secured hereby, and shall not affect the lien or priority of the
lien hereof on the Mortgaged Property.  Borrower shall pay Lender
a reasonable service charge, together with such title insurance
premiums and reasonable attorney fees as may be incurred, at
Lender's option, for any such action if taken at Borrower's
request.

26.	FORBEARANCE BY LENDER NOT A WAIVER.  Any forbearance by
Lender in exercising any right or remedy hereunder, or otherwise
afforded by applicable law, shall not be a waiver of or preclude
the exercise of any such right or remedy.  The acceptance by
Lender of payment of any sum secured by this Instrument after the
due date of such payment shall not be a waiver of Lender's right
to either require prompt payment when due of all other sums so
secured or to declare a default for failure to make prompt
payment.

27.	ESTOPPEL CERTIFICATE.  INTENTIONALLY OMITTED.

28.	NOTICE.  Except for any notice required under applicable law
to be given in another manner, any notice to Borrower provided for
in this Instrument shall be given by personal delivery or by
mailing such notice by registered or certified mail, return
receipt requested, or by overnight express carrier providing proof
of delivery addressed to Borrower at Borrower's address set forth
in the original paragraph hereof, with a copy to its Legal
Department at such address, or at such other address as Borrower
may designate by notice to Lender as provided herein, and any
notice to Lender shall be given by personal delivery or by mailing
such notice by registered or certified mail, return receipt
requested, or by overnight express carrier providing proof of
delivery to Lender's address stated herein or to such other
address as Lender may designate by notice to Borrower as provided
herein, with a copy to  Jeffrey A. Abrams, Dann Pecar Newman &
Kleiman, Professional Corporation, 2300 One American Square,
Indianapolis, Indiana  46282.  Any notice provided for in this
Instrument and sent by registered or certified mail shall be
deemed to have been given upon delivery or refusal to accept
delivery.

29.	SUCCESSORS AND ASSIGNS BOUND; JOINT AND SEVERAL LIABILITY;
AGENTS; CAPTIONS.  The covenants and agreements herein contained
shall bind, and the rights hereunder shall inure to, the
respective successors and assigns of Lender and Borrower, subject
to the provisions of Paragraph 14 hereof.  This Instrument,
and any instrument or documents made in connection herewith may be
assigned by the Lender without the consent of Borrower.  All
covenants and agreements of Borrower shall be joint and several.
In exercising any rights hereunder or taking any actions provided
for herein, Lender may act through its employees, agents or
independent contractors as authorized by Lender.  The captions and
headings of the paragraphs of this Instrument are for convenience
only and are not to be used to interpret or define the provisions
hereof.

30.	GOVERNING LAW; SEVERABILITY.  This Instrument shall be
construed under and governed by the laws of the state of Indiana.
In the event that any provision of this Instrument or the Note
conflicts with applicable law, such conflict shall not affect any
other provisions of this Instrument or the Note which can be given
effect without the conflicting provisions, and to this end the
provisions of this Instrument and the Note are declared to be
severable.

31.	WAIVER OF STATUTE OF LIMITATIONS.  Borrower hereby waives the
right to assert any statute of limitation as a bar to the
enforcement of the lien of this Instrument or to any action
brought to enforce the Note or any other obligation secured by
this Instrument.  Notwithstanding the foregoing, nothing in
this paragraph is intended to constitute a waiver of the rights of
Borrower and Lender under I.C. 32-8-16-1.5, it being agreed that
the parties may mutually consent to such waiver in a separate
subsequent writing.

32.	WAIVER OF MARSHALLING.  Notwithstanding the existence of any
other security interests in the Mortgaged Property held by Lender
or by any other party, Lender shall have the right to determine
the order in which any or all of the Mortgaged Property shall be
subjected to the remedies provided herein.  Lender shall have the
right to determine the order in which any or all portions
of the indebtedness secured hereby are satisfied from the proceeds
realized upon the exercise of the remedies provided herein.
Borrower, any party who consents to this Instrument and any party
who now or hereafter acquires a security interest in the Mortgaged
Property and who has actual or constructive notice hereof, hereby
waives any and all right to require the marshalling of assets in
connection with the exercise of any of the remedies permitted by
applicable law or provided herein.

33.	FUTURE ADVANCES.  Lender, prior to release of this
Instrument, may make one or more future advances to Borrower not
to exceed a total indebtedness of Ten Million Dollars
($10,000,000.00), which future advances shall, in each instance,
be secured by this Mortgage in accordance with I.C. 32-8-11-9.
Such future advances, with interest thereon, shall be secured by
this Instrument, whether made (i) under the Note, or (ii) under
any substitution, renewal, replacement or modification of the
Note, when evidenced by substitution, renewal, replacement or
modification agreements or notes stating that such agreements or
notes are secured by this Instrument.  Borrower shall be entitled
to future advances, if any, in accordance with the Note, or any
substitution, renewal, replacement or modification thereof in
accordance with all applicable terms, conditions, and requirements
for such future advances and, so long as Borrower is not in
default hereunder or Borrower is not in default thereunder, such
future advances shall be deemed obligatory advances under this
Instrument.

34.	CHANGES IN LAW REGARDING TAXATION.  In the event of the
passage after the date of this instrument of any law of the State
of Indiana deducting from the value of real property for the
purpose of taxation, any lien or encumbrance thereon or changing
in any way the laws of the taxation of mortgages or debts secured
by mortgages for state or local purposes or the manner of the
collection of any such taxes, and imposing a tax, either directly
or indirectly, on this Instrument, the Note or the indebtedness,
the Borrower shall, if permitted by law, pay any tax imposed as a
result of any such law within the statutory period or within
fifteen (15) days after demand by Lender, whichever is less,
provided, however, that if in the opinion of the attorneys for
Lender, the Borrower is not permitted by law to pay such taxes,
the Lender, at Lender's option, may declare all of the sums
secured by this Instrument to be immediately due and payable
without notice to or further demand of Borrower and pursue all
remedies provided hereunder.

35.	CONSENT TO JURISDICTION.  BORROWER HEREBY AGREES THAT ALL
ACTIONS OR PROCEEDINGS INITIATED BY BORROWER AND ARISING DIRECTLY
OR INDIRECTLY OUT OF THIS INSTRUMENT OR ANY OF THE OTHER LOAN
DOCUMENTS SHALL BE LITIGATED IN THE CIRCUIT OR SUPERIOR COURT OF
MARION COUNTY OR HAMILTON COUNTY, INDIANA, OR THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF INDIANA OR, IF LENDER
INITIATES SUCH ACTION, ANY COURT IN WHICH LENDER SHALL INITIATE
SUCH ACTION AND WHICH HAS JURISDICTION.  BORROWER HEREBY EXPRESSLY
SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION
OR PROCEEDING COMMENCED BY LENDER IN ANY OF SUCH COURTS, AND
HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT, OR
OTHER PROCESS OR PAPERS ISSUED THEREIN, AND AGREES THAT SERVICE OF
SUCH SUMMONS AND COMPLAINT OR OTHER PROCESS OR PAPERS MAY BE MADE
BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER AT THE
ADDRESS TO WHICH NOTICES ARE TO BE SENT PURSUANT TO THIS
INSTRUMENT.  BORROWER WAIVES ANY CLAIM THAT MARION COUNTY OR
HAMILTON COUNTY, INDIANA OR THE SOUTHERN DISTRICT OF INDIANA IS AN
INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE.
SHOULD BORROWER, AFTER BEING SO SERVED, FAIL TO APPEAR OR ANSWER
TO ANY SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE
NUMBER OF DAYS PRESCRIBED BY LAW AFTER THE MAILING THEREOF,
BORROWER SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT
MAY BE ENTERED BY LENDER AGAINST BORROWER AS DEMANDED OR PRAYED
FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR PAPERS.  THE EXCLUSIVE
CHOICE OF FORUM FOR BORROWER SET FORTH IN THIS SECTION SHALL NOT
BE DEEMED TO PRECLUDE THE ENFORCEMENT, BY LENDER, OF ANY JUDGMENT
OBTAINED IN ANY OTHER FORUM OR THE TAKING, BY LENDER, OF ANY
ACTION TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE JURISDICTION,
AND BORROWER HEREBY WAIVES THE RIGHT, IF ANY, TO COLLATERALLY
ATTACK ANY SUCH JUDGMENT OR ACTION.

36.	WAIVER OF TRIAL BY JURY.  BORROWER HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, AND LENDER BY ITS ACCEPTANCE OF THE NOTE
AND THIS INSTRUMENT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND
ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR COUNTERCLAIM
ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE RELATING TO THE
NOTE, THIS INSTRUMENT OR ANY OTHER DOCUMENT OR INSTRUMENT
HERETOFORE, NOW OR HEREAFTER EXECUTED AND/OR DELIVERED IN
CONNECTION THEREWITH, THE LOAN SECURED BY THIS INSTRUMENT OR IN
ANY WAY RELATED TO THIS TRANSACTION OR OTHERWISE WITH RESPECT TO
THE PROPERTY.

37.	FINANCIAL STATEMENTS.  Borrower shall deliver to Lender as
soon as available and in any event within thirty (30) days
following the filing by the Borrower copies of the federal income
tax return; and within one hundred twenty (120) days following the
calendar year end, the annual report of Borrower.

IN WITNESS WHEREOF, the said Borrower hereunder duly authorized,
has caused this Instrument to be executed.

						STANDARD MANAGEMENT CORPORATION
						an Indiana corporation


By:
________________________________________
Gerald R. Hochgesang, Senior Vice
President	and Treasurer


 STATE OF INDIANA	)
) SS:
COUNTY OF MARION	)

Before me, a Notary Public in and for said County and State,
personally appeared Gerald R. Hochgesang, the Senior Vice
President and Treasurer of STANDARD MANAGEMENT CORPORATION, an
Indiana corporation, who, after having been duly sworn,
acknowledged the execution of the foregoing Mortgage, Security
Agreement and Fixture Filing on behalf of said corporation.

WITNESS, my hand and Notarial Seal this 28th day of December,
2001.

__________________________________________
Jeffrey A. Abrams, Notary Public

My Commission Expires:			My County of Residence:
September 20, 2008				Hamilton



This instrument prepared by:   Jeffrey A. Abrams, DANN PECAR
NEWMAN & KLEIMAN,
P.C., 2300 One American Square, Indianapolis, IN  46282, 317-632-
3232.


EXHIBIT A

LEGAL DESCRIPTION (to be provided by Borrower)



	EXHIBIT B

	Permitted Exceptions

General real estate taxes for the year 2001 and each year
thereafter not yet due and payable.

Exception Numbers _________________ reflected by the preliminary
title binder dated July 23, 2001, Commitment Number 299802, issued
by Chicago Title Insurance Company.


</TEXT>
</DOCUMENT>
