EXHIBIT 4.1


                               PROMISSORY NOTE

 $12,500,000.00                                               January 3, 2006

      FOR  VALUE  RECEIVED,  Hallmark  Financial  Services,  Inc.,  a  Nevada
 corporation ("Maker"), promises to pay to  the order of Newcastle  Partners,
 L.P., a Texas limited partnership ("Payee"), the sum of TWELVE MILLION  FIVE
 HUNDRED THOUSAND  AND  NO/100 DOLLARS  ($12,500,000.00), together  with  per
 annum interest on  the unpaid  balance hereof  from time  to time  remaining
 unpaid, at a rate equal to  the lesser of (i)  ten percent (10%) per  annum,
 compounded monthly, and (ii) the maximum  rate allowed under  applicable law
 (the "Maximum  Rate"), both  principal and  interest  being payable  at  300
 Crescent Court, Suite 1110, Dallas, Texas  75201, or at such other place  as
 Payee may, from time to time, designate in writing.

      Accrued and unpaid  interest under this  Promissory Note (this  "Note")
 shall be due  and  payable  on the first  business day  of each  month.  The
 unpaid principal balance on this Note  together with all accrued and  unpaid
 interest is due and payable  on demand at any time after June 30, 2006.  All
 past due principal  and accrued interest  on this Note  shall bear  interest
 from the date such amount is due until paid at the Maximum Rate.

      Maker agrees to use the proceeds  of this Note to fund the  acquisition
 of Aerospace Holdings, LLL pursuant to that certain Purchase Agreement dated
 December 12, 2005,  by  and  among  Hallmark Financial  Services,  Inc.  and
 Donnell Children Revocable Trust and Curtis R. Donnell.

      1.   Prepayments.   Maker shall  have the  right to  prepay the  unpaid
 principal balance hereof  in part  or  in its entirety.  In the  event of  a
 prepayment, there  shall be  no penalty  or  premium  due.  Any  prepayment,
 whether in whole or in  part, shall be applied  first to accrued and  unpaid
 interest and then to principal, and interest shall immediately cease to  run
 on any amount of the principal so prepaid.

      2.   Default; Acceleration.  At Payee's sole option, the entire  unpaid
 principal balance of,  and all  accrued and  unpaid interest  on, this  Note
 shall immediately  be due  and payable  upon the  occurrence of  any of  the
 following: (a) failure by  Maker to pay any  principal amount when due;  (b)
 the occurrence  of  a default  under  any  of Maker's  other  material  loan
 obligations, (c) commencement of a voluntary case against Maker under  Title
 11 of  the United  States Code;  or (d)  the filing  of an  answer or  other
 pleading admitting or failing to deny the material allegations of a petition
 filed against Maker commencing  an involuntary case under  said Title 11  or
 failure to  timely controvert  the material  allegations of  such  petition;
 provided that, the failure by Maker to make an interest payment (other  than
 an interest payment  due to  acceleration of  amounts due  under this  Note)
 shall not constitute a default under this Note.

      3.   Cumulative Rights.   No delay on  the part of  Payee or any  other
 holder of this Note in the exercise of any power or right under this Note or
 under any  other instrument  executed pursuant  hereto  shall operate  as  a
 waiver thereof, nor shall a single or partial exercise of any power or right
 preclude other or  further exercise  thereof or  the exercise  of any  other
 power or right.

      4.   Waiver.  Except as expressly otherwise provided for herein,  Maker
 and all endorsers of this Note waive demand, presentment, protest, notice of
 dishonor, notice of nonpayment, notice of intention to accelerate, notice of
 acceleration, notice of protest and any  and all lack of diligence or  delay
 in collection or the filing of suit hereon which may occur, and agree to all
 extensions and partial payments, before or after maturity, without prejudice
 to the holder hereof.

      5.   Attorneys' Fees and Costs.  In the event that hereafter this  Note
 is placed in the hands of an attorney  for collection, or in the event  that
 this Note is collected in whole or in part through legal proceedings of  any
 nature, then  and in  any such  case, there  shall be  added to  the  unpaid
 principal balance hereof all reasonable  costs of collection, including  but
 not limited to reasonable  attorneys' fees, on  account of such  collection,
 whether or not suit is filed.

      6.   Governing Law.  This  Note shall be  construed in accordance  with
 the laws of the State of Texas.

      7.   Headings.  The headings of the sections of this Note are  inserted
 for convenience only and shall not be deemed to constitute a part hereof.

      8.   Usury.  All agreements between Maker and Payee or any other holder
 of this Note, whether now existing or hereafter arising and whether  written
 or  oral,  are  expressly  limited  so  that  in  no  contingency  or  event
 whatsoever, whether by  acceleration of this  Note or  otherwise, shall  the
 amount paid, or agreed to be paid, to Payee or any other holder hereof,  for
 the use, forbearance  or detention of  the money to  be loaned hereunder  or
 otherwise, exceed the Maximum  Rate.  If  from any circumstances  whatsoever
 fulfillment of  any  provision  of  this  Note  or  of  any  other  document
 evidencing, securing or pertaining to the indebtedness evidenced hereby,  at
 the  time  performance  of  such  provision  shall  be  due,  shall  involve
 transcending the  Maximum  Rate, then,  ipso  facto, the  obligation  to  be
 fulfilled shall be reduced to  the limit of such  validity, and if from  any
 such circumstances Payee or any other holder of this Note shall ever receive
 as interest under this  Note or any other  document evidencing, securing  or
 pertaining to the indebtedness evidenced hereby or otherwise an amount  that
 would exceed the Maximum Rate, such amount that would be excessive  interest
 shall be applied to the reduction  of the principal amount owing under  this
 Note or on  account of  any other  indebtedness of  Maker to  Payee or  such
 holder hereof relating to this Note, and not to the payment of interest,  or
 if such excessive interest exceeds the  unpaid balance of principal of  this
 Note and such other  indebtedness, such excess shall  be refunded to  Maker.
 In determining whether or not the  interest paid or payable with respect  to
 any indebtedness of  Maker to Payee  or any other  holder hereof, under  any
 specific contingency, exceeds the Maximum Rate, Maker and Payee or any other
 holder hereof  shall, to  the maximum  extent permitted  by applicable  law:
 (a) characterize any  nonprincipal payment  as an  expense, fee  or  premium
 rather than as interest; (b) exclude  voluntary prepayments and the  effects
 thereof; (c) amortize,  prorate, allocate  and spread  the total  amount  of
 interest throughout the full  term of such indebtedness  so that the  actual
 rate of interest on account of  such indebtedness is uniform throughout  the
 term  thereof;  and/or  (d) allocate  interest  between  portions  of   such
 indebtedness, to the end that no such portion shall bear interest at a  rate
 greater than  that  the  Maximum  Rate.  The terms  and provisions  of  this
 paragraph shall control and supersede  every other conflicting provision  of
 all agreements between Maker and Payee or any other holder hereof.

      9. Notices.   All  notices, requests, demands and other  communications
 hereunder shall be in writing  and shall be deemed  to have been duly  given
 when  personally  delivered,  transferred  via  facsimile  or  mailed,   via
 certified or registered mail, as follows:

      if to Maker:        Hallmark Financial Services, Inc.
                          777 Main Street
                          Suite 1000
                          Fort Worth, Texas 76102
                          Fax No.: (817) 348-1815
                          Attention:  Mark J. Morrison

      if to Payee:        Newcastle Partners, L.P.
                          300 Crescent Court
                          Suite 1110
                          Dallas, Texas 75201
                          Fax No.: (214) 661-7475
                          Attention:  Mark E. Schwarz

      10.  Successors and Assigns.   All  of the  stipulations, promises  and
 agreements in this Note contained by or  on behalf of Maker and Payee  shall
 bind the successors and assigns of Maker and Payee, whether so expressed  or
 not, and inure to  the benefit of  the successors and  assigns of Maker  and
 Payee.

      11.  Severability.  In  the event  any one  or more  of the  provisions
 contained in this Note shall for any  reason be held to be invalid,  illegal
 or  unenforceable   in  any   respect,   such  invalidity,   illegality   or
 unenforceability shall not affect any other provision hereof, and this  Note
 shall be construed as  if such invalid,  illegal or unenforceable  provision
 had never been contained herein.

      IN WITNESS WHEREOF, the  undersigned has executed this  Note as of  the
 day and year first above written.

                               HALLMARK FINANCIAL SERVICES, INC.


                               By:
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                               Name:
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                               Title:
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