EXHIBIT 10 (c)

                          INDEMNIFICATION AGREEMENT

      This Agreement is made as of  the _____ day of ________________,  2002,
 by and between HALLMARK FINANCIAL SERVICES, INC., a Nevada corporation  (the
 "Corporation"), and _____________ ("Indemnitee"), a director and/or  officer
 of the Corporation.

      WHEREAS, it is essential to the  Corporation to retain and attract  the
 most capable persons available to serve as its directors and officers , and

      WHEREAS, the  substantial  increase in  corporate  litigation  subjects
 directors and officers to expensive litigation  risks at the same time  that
 the availability of  directors' and officers'  liability insurance has  been
 severely limited, and

      WHEREAS, it is now and has always been the policy of the Corporation to
 indemnify its directors and officers to the fullest extent permitted by law,
 and

      WHEREAS, the  Corporation  does  not regard  the  protection  currently
 available to Indemnitee  to be adequate  in the  present circumstances,  and
 realizes that Indemnitee may not be willing to serve or continue to serve as
 a director and/or officer without additional protection, and

      WHEREAS, the Corporation  desires Indemnitee to  serve, or continue  to
 serve, as a director and/or officer of the Corporation.

      NOW, THEREFORE,  in  consideration of  the  Indemnitee's service  as  a
 director and/or officer of  the Corporation subsequent  to the date  hereof,
 the parties hereby agree as follows:

      1. Definitions. As used in this Agreement:

        a. The term  "Proceeding" shall  include any  threatened, pending  or
      completed action,  suit,  arbitration, alternative  dispute  resolution
      proceeding, administrative hearing or other proceeding, whether brought
      by or in the  right of the  Corporation or otherwise  and whether of  a
      civil, criminal, administrative or investigative nature, and any appeal
      therefrom.

        b. The term "Corporate Status" shall mean the status of a person  who
      is or  was a  director or  officer of  the Corporation,  or is  or  was
      serving, or has agreed to serve, at the request of the Corporation,  as
      a director, officer,  partner, trustee,  member, employee  or agent  of
      another  corporation,  partnership,   joint  venture,  trust,   limited
      liability company or other enterprise.

        c. The term "Expenses" shall include, without limitation,  attorneys'
      fees, retainers, court  costs, transcript costs,  fees and expenses  of
      experts, travel  expenses,  duplicating  costs,  printing  and  binding
      costs, telephone  charges, postage,  delivery  service fees  and  other
      disbursements  or  expenses  of  the  types  customarily  incurred   in
      connection with investigations, judicial or administrative  proceedings
      or appeals, but  shall not include  the amount of  judgments, fines  or
      penalties  against  Indemnitee  or   amounts  paid  in  settlement   in
      connection with such matters.

        d. References to "other  enterprise" shall  include employee  benefit
      plans; references to "fines" shall include any excise tax assessed with
      respect to any  employee benefit plan;  references to  "serving at  the
      request of the Corporation"  shall include any  service as a  director,
      officer, employee or agent of the Corporation which imposes duties  on,
      or involves services  by, such  director, officer,  employee, or  agent
      with  respect  to  an  employee  benefit  plan,  its  participants,  or
      beneficiaries; and a  person who acted  in good faith  and in a  manner
      such  person  reasonably  believed  to  be  in  the  interests  of  the
      participants and beneficiaries  of an  employee benefit  plan shall  be
      deemed to have acted in a manner "not opposed to the best interests  of
      the Corporation" as referred to in this Agreement.

      2.   Indemnification in Third Party Proceedings. The Corporation  shall
 indemnify Indemnitee in accordance with the provisions of this Paragraph  if
 Indemnitee was or is a party to, is threatened to be made a party to, or  is
 otherwise involved in any Proceeding (other  than a Proceeding by or in  the
 right of the Corporation to  procure a judgment in  its favor) by reason  of
 the Indemnitee's Corporate Status or by reason of any action alleged to have
 been taken or  omitted by Indemnitee  in connection  therewith, against  all
 Expenses,  judgments,  fines,  penalties  and  amounts  paid  in  settlement
 actually and reasonably incurred by or on behalf of Indemnitee in connection
 with such Proceeding,  if Indemnitee  acted in good  faith and  in a  manner
 which Indemnitee reasonably believed to be  in, or not opposed to, the  best
 interests of the Corporation and, with  respect to any criminal  Proceeding,
 had no reasonable cause  to believe that his/her  conduct was unlawful.  The
 termination of any Proceeding by judgment, order, settlement, conviction  or
 upon a plea  of nolo  contendere or its  equivalent, shall  not, of  itself,
 create a presumption  that Indemnitee did  not act in  good faith  and in  a
 manner which the Indemnitee reasonably believed to be in, or not opposed to,
 the best  interests of  the Corporation  or, with  respect to  any  criminal
 Proceeding, had  reasonable  cause  to  believe  that  his/her  conduct  was
 unlawful.

      3.   Indemnification  in  Proceedings  by  or  in  the  Right  of   the
 Corporation. The Corporation shall  indemnify Indemnitee in accordance  with
 the provisions of this Paragraph  if Indemnitee is a party to or  threatened
 to be made a party to or otherwise involved  in any Proceeding by or in  the
 right of the Corporation to procure a judgment in its favor by reason of the
 Indemnitee's Corporate Status  or by reason  of any action  alleged to  have
 been taken or  omitted by Indemnitee  in connection  therewith, against  all
 Expenses and, to  the extent permitted  by law, amounts  paid in  settlement
 actually and reasonably incurred by or on behalf of Indemnitee in connection
 with such Proceeding, if  he acted in good  faith and in  a manner which  he
 reasonably believed to be in, or not  opposed to, the best interests of  the
 Corporation; provided, however, that no indemnification shall be made  under
 this Paragraph    in  respect of any  claim, issue,  or matter  as to  which
 Indemnitee shall have been adjudged to be liable to the Corporation  unless,
 and then only to the extent, that the court in which such action or suit was
 brought shall determine upon application  that, despite the adjudication  of
 such liability but in view of all the circumstances of the case,  Indemnitee
 is fairly  and reasonably  entitled to  indemnity for  such Expenses  and/or
 settlement as the other court shall deem proper.

      4.   Exceptions to Right of Indemnification.  Notwithstanding  anything
 to the contrary in this Agreement, except  as set forth in Paragraph 9,  the
 Corporation  shall  not  indemnify  the  Indemnitee  in  connection  with  a
 Proceeding  (or  part  thereof)  initiated  by  the  Indemnitee  unless  the
 initiation  thereof  was  approved  by  the   Board  of  Directors  of   the
 Corporation. Notwithstanding anything to the contrary in this Agreement, the
 Corporation shall not indemnify the Indemnitee to the extent the  Indemnitee
 is reimbursed  from  the  proceeds of    insurance,  and in  the  event  the
 Corporation makes any  indemnification payments  to the  Indemnitee and  the
 Indemnitee is subsequently  reimbursed from the  proceeds of insurance,  the
 Indemnitee shall  promptly  refund  such  indemnification  payments  to  the
 Corporation to the extent of such insurance reimbursement.

      5.   Indemnification of Expenses  of Successful Party.  Notwithstanding
 any other provision  of this Agreement,  to the extent  that Indemnitee  has
 been successful, on the merits or otherwise, in defense of any Proceeding or
 in defense  of any  claim,  issue or  matter  therein, Indemnitee  shall  be
 indemnified against  all  Expenses incurred  by  him  or on  his  behalf  in
 connection therewith. Without limiting the  foregoing, if any Proceeding  or
 any claim,  issue  or  matter therein  is  disposed  of, on  the  merits  or
 otherwise (including  a  disposition  without prejudice),  without  (i)  the
 disposition being adverse to the Indemnitee,  (ii) an adjudication that  the
 Indemnitee was liable  to the Corporation,  (iii) a plea  of guilty or  NOLO
 CONTENDERE by the Indemnitee, (iv) an  adjudication that the Indemnitee  did
 not act in good faith and in a manner he reasonably believed to be in or not
 opposed to the best  interests of the Corporation,  and (v) with respect  to
 any criminal proceeding, an adjudication that the Indemnitee had  reasonable
 cause  to  believe  his  conduct  was  unlawful,  the  Indemnitee  shall  be
 considered for  the purposes  hereof to  have  been wholly  successful  with
 respect thereto.

      6.   Notification and Defense of Claim. As a condition precedent to his
 right to  be indemnified,  the Indemnitee  must  notify the  Corporation  in
 writing as soon as practicable of any Proceeding for which indemnity will or
 could be  sought by  him and  provide the  Corporation with  a copy  of  any
 summons, citation,  subpoena, complaint,  indictment, information  or  other
 document relating to such Proceeding with  which he is served. With  respect
 to any Proceeding of which the  Corporation is so notified, the  Corporation
 will be entitled to participate therein at its own expense and/or to  assume
 the defense  thereof  at its  own  expense, with  legal  counsel  reasonably
 acceptable to  the Indemnitee.  After notice  from  the Corporation  to  the
 Indemnitee of its election so to assume such defense, the Corporation  shall
 not be liable to the Indemnitee for any legal or other expenses subsequently
 incurred by the  Indemnitee in  connection with  such claim,  other than  as
 provided below in this Paragraph 6.  The Indemnitee shall have the right  to
 employ his  own counsel  in connection  with such  claim, but  the fees  and
 expenses of such counsel incurred after  notice from the Corporation of  its
 assumption of the defense thereof shall be at the expense of the  Indemnitee
 unless (i) the employment of counsel  by the Indemnitee has been  authorized
 by the Corporation,  (ii) counsel to  the Indemnitee  shall have  reasonably
 concluded that  there may  be a  conflict  of interest  or position  on  any
 significant issue between the Corporation and the Indemnitee in the  conduct
 of the defense of  such action or  (iii) the Corporation  shall not in  fact
 have employed counsel to assume the defense of such action, in each of which
 cases the fees and expenses  of counsel for the  Indemnitee shall be at  the
 expense of the Corporation, except as  otherwise expressly provided by  this
 Agreement. The Corporation shall not be entitled, without the consent of the
 Indemnitee, to assume the defense of any claim brought by or in the right of
 the Corporation  or  as to  which  counsel  for the  Indemnitee  shall  have
 reasonably made  the  conclusion provided  for  in clause  (ii)  above.  The
 Corporation shall not  be required to  indemnify the  Indemnitee under  this
 Agreement for  any amounts  paid in  settlement of  any Proceeding  effected
 without its written consent. The Corporation shall not settle any Proceeding
 in any manner  which would impose  any penalty or  limitation on  Indemnitee
 without Indemnitee's  written  consent.  Neither  the  Corporation  nor  the
 Indemnitee  will  unreasonably  withhold  their  consent  to  any   proposed
 settlement.

      7.   Advancement of Expenses. Subject to the provisions of Paragraph  8
 below, in  the  event that  the  Corporation  does not  assume  the  defense
 pursuant to Paragraph  6 of this  Agreement of any  Proceeding to which  the
 Indemnitee was or is a party or is threatened  to be made a party by  reason
 of his Corporate  Status or by  reason of any  action alleged  to have  been
 taken or  omitted  in connection  therewith  and of  which  the  Corporation
 receives  notice  under  this  Agreement,  any  Expenses  incurred  by   the
 Indemnitee or on his  behalf in defending such  Proceeding shall be paid  by
 the Corporation  in advance  of the  final disposition  of such  Proceeding;
 provided, however,  that  the  payment of  such  Expenses  incurred  by  the
 Indemnitee or on  his behalf  in advance of  the final  disposition of  such
 Proceeding shall be made only upon receipt of an undertaking by or on behalf
 of the Indemnitee  to repay all  amounts so advanced  in the  event that  it
 shall ultimately be  determined that the  Indemnitee is not  entitled to  be
 indemnified by  the  Corporation  as  authorized  in  this  Agreement.  Such
 undertaking shall be accepted without reference to the financial ability  of
 the Indemnitee to make repayment.

      8.   Procedure for Indemnification. In order to obtain  indemnification
 or advancement of  Expenses pursuant  to Paragraphs  2, 3,  5 or  7 of  this
 Agreement, Indemnitee shall  submit to  the Corporation  a written  request,
 including  in  such  request  such  documentation  and  information  as   is
 reasonably available to Indemnitee and is reasonably necessary to  determine
 whether and  to what  extent Indemnitee  is entitled  to indemnification  or
 advancement of Expenses. Any such indemnification or advancement of Expenses
 shall be made promptly, and in any event within 60 days after receipt by the
 Corporation of the written request of the Indemnitee, unless with respect to
 requests under Paragraphs 2, 3 or  7 the Corporation determines within  such
 60-day period that such Indemnitee did  not meet the applicable standard  of
 conduct  set  forth  in  Paragraph  2  or  3,  as  the  case  may  be.  Such
 determination, and any determination that  advanced Expenses must be  repaid
 to the Corporation, shall be made in each instance (a) by a majority vote of
 the directors of the Corporation consisting  of persons who are not at  that
 time parties to the Proceeding ("disinterested directors"), whether or not a
 quorum, (b)  by  a committee  of  disinterested directors  designated  by  a
 majority vote of disinterested  directors, whether or not  a quorum, (c)  if
 there are no disinterested directors, or  if the disinterested directors  so
 direct, by independent legal  counsel (who may, to  the extent permitted  by
 applicable law, be regular  legal counsel to the  Corporation) in a  written
 opinion to the Board, or (d) by the stockholders.

      9.   Remedies. The right to indemnification or advancement of  Expenses
 as provided by this Agreement shall be enforceable by the Indemnitee in  any
 court of competent jurisdiction if the  Corporation denies such request,  in
 whole or in part,  or if no  disposition thereof is  made within the  60-day
 period referred to above in Paragraph  8. Unless otherwise required by  law,
 the burden of proving  that indemnification is not  appropriate shall be  on
 the Corporation.  Neither the  failure of  the Corporation  to have  made  a
 determination prior to the commencement of such action that  indemnification
 is proper in  the circumstances because  Indemnitee has  met the  applicable
 standard of conduct, nor an actual determination by the Corporation pursuant
 to Paragraph  8 that  Indemnitee has  not met  such applicable  standard  of
 conduct, shall  be a  defense to  the action  or create  a presumption  that
 Indemnitee has  not met  the applicable  standard of  conduct.  Indemnitee's
 Expenses reasonably incurred  in connection  with successfully  establishing
 his right to indemnification,  in whole or in  part, in any such  Proceeding
 shall also be indemnified by the Corporation.

      10.  Partial Indemnification.  If  Indemnitee  is  entitled  under  any
 provision of this Agreement to indemnification  by the Corporation for  some
 or a portion of the Expenses, judgments, fines, penalties or amounts paid in
 settlement actually  and reasonably  incurred by  him or  on his  behalf  in
 connection with  any  Proceeding but  not,  however, for  the  total  amount
 thereof, the  Corporation shall  nevertheless indemnify  Indemnitee for  the
 portion of such  Expenses, judgments, fines,  penalties or  amounts paid  in
 settlement to which Indemnitee is entitled.

      11.  Subrogation. In the event of any payment under this Agreement, the
 Corporation shall be subrogated to the extent of such payment to all of  the
 rights of recovery of Indemnitee, who shall execute all papers required  and
 take all action necessary to secure such rights, including execution of such
 documents as  are necessary  to  enable the  Corporation  to bring  suit  to
 enforce such rights.

      12.  Term  of  Agreement.  This  Agreement  shall  continue  until  and
 terminate upon the later of (a)  six years after the date that  Indemnitee's
 Corporate Status ceases,  or (b) the  final termination  of all  Proceedings
 pending on the date set forth in  clause (a) in respect of which  Indemnitee
 is granted rights  of indemnification or  advancement of Expenses  hereunder
 and of any  Proceeding commenced by  Indemnitee pursuant to  Paragraph 9  of
 this Agreement relating thereto.

      13.  Indemnification Hereunder Not  Exclusive. The indemnification  and
 advancement of  Expenses provided  by this  Agreement  shall not  be  deemed
 exclusive of any other rights to which Indemnitee may be entitled under  the
 Certificate of  Incorporation,  the  By-Laws, any  agreement,  any  vote  of
 stockholders or disinterested  directors, the Nevada  Revised Statutes,  any
 other law (common  or statutory),  or otherwise, both  as to  action in  his
 official capacity and as to action in another capacity while holding  office
 for the Corporation. Nothing contained in this Agreement shall be deemed  to
 prohibit the Corporation from purchasing  and maintaining insurance, at  its
 expense, to protect itself or the Indemnitee against any expense,  liability
 or loss incurred by it or him in his Corporate Status or arising out of  his
 Corporate Status, whether or not the Indemnitee would be indemnified against
 such expense,  liability or  loss under  this Agreement;  provided that  the
 Corporation shall not be liable under this Agreement to make any payment  of
 amounts  otherwise  indemnifiable  hereunder  if  and  to  the  extent  that
 Indemnitee has otherwise actually received such payment under any  insurance
 policy, contract, agreement or otherwise.

      14.  No Special Rights. Nothing herein shall confer upon Indemnitee any
 right to continue to serve as an officer or director of the Corporation  for
 any period of time or at any particular rate of compensation.

      15.  Savings Clause. If this Agreement or any portion thereof shall  be
 invalidated on any ground by any  court of competent jurisdiction, then  the
 Corporation  shall  nevertheless  indemnify   Indemnitee  as  to   Expenses,
 judgments, fines, penalties and amounts paid  in settlement with respect  to
 any Proceeding to  the full extent  permitted by any  applicable portion  of
 this Agreement  that shall  not have  been invalidated  and to  the  fullest
 extent permitted by applicable law.

      16.  Counterparts. This  Agreement may  be executed  in any  number  of
 counterparts, each of which shall constitute the original.

      17.  Successors and Assigns. This Agreement  shall be binding upon  the
 Corporation and its successors and assigns and shall inure to the benefit of
 the estate, heirs, executors, administrators and personal representatives of
 Indemnitee.

      18.  Headings. The headings  of the  paragraphs of  this Agreement  are
 inserted for convenience only and shall not be deemed to constitute part  of
 this Agreement or to affect the construction thereof.

      19.  Modification and Waiver. This Agreement  may be amended from  time
 to time  to  reflect  changes  in  Nevada  law  or  for  other  reasons.  No
 supplement, modification or  amendment of  this Agreement  shall be  binding
 unless executed in writing by both of  the parties hereto. No waiver of  any
 of the provisions of  this Agreement shall be  deemed or shall constitute  a
 waiver of any other provision hereof nor shall any such waiver constitute  a
 continuing waiver.

      20.  Notices. All notices, requests,  demands and other  communications
 hereunder shall be in  writing and shall  be deemed to  have been given  (i)
 when delivered by  hand or (ii)  if mailed by  certified or registered  mail
 with postage prepaid,  on the third  day after the  date on which  it is  so
 mailed:
           a. if to the Indemnitee, to:

                ----------------------------------
                ----------------------------------
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           a. if to the Corporation, to:

                Hallmark Financial Services, Inc.
                14651 Dallas Parkway
                Suite 900
                Dallas, Texas 75254

                Attn: Board of Directors

 or to such other  address as may  have been furnished  to Indemnitee by  the
 Corporation or to the Corporation by Indemnitee, as the case may be.

      21.  Applicable Law. This Agreement shall be governed by, and construed
 and enforced in accordance with, the laws of the State of Nevada.

      22.  Enforcement. The Corporation expressly confirms and agrees that it
 has entered into this Agreement in  order to induce Indemnitee to serve,  or
 continue to  serve,  as  a  director or  officer  of  the  Corporation,  and
 acknowledges that Indemnitee is relying upon this Agreement in accepting  or
 continuing such capacity.

      23.  Entire Agreement. This Agreement  sets forth the entire  agreement
 of the parties hereto in respect of the subject matter contained herein  and
 supercedes all prior agreements,  whether oral or  written, by any  officer,
 employee or representative  of any party  hereto in respect  of the  subject
 matter contained herein.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
 duly executed as of the day and year first above written.

                               CORPORATION:
                               ------------
                               HALLMARK FINANCIAL SERVICES, INC.



                          By:  _________________________________
                               Linda H. Sleeper, President and Chief
                               Executive Officer

                               INDEMNITEE:
                               -----------


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