THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE
SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL OR
OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT
REQUIRED UNDER APPLICABLE SECURITIES LAWS.
REDEEMABLE CONVERTIBLE PROMISSORY NOTE
$[_____] Fort Worth, Texas [______]
FOR VALUE RECEIVED, the undersigned Surety Capital Corporation, a Delaware corporation (the
"Company"), with its principal offices located at 1501 Summit Avenue, Fort Worth, Texas 76102, promises to
pay to the order of Richard N. Abrams (the "Holder") or his assigns, at 480 Central Avenue, Northfield, Illinois
60093, the amount of [__________________________] (the "Original Principal Amount") in legal and lawful
money of the United States of America. This Note shall bear no interest from the date hereof until maturity. All
past due principal will bear interest at the lower of ten percent (10%) per annum or the highest lawful rate for
which the Company may stipulate and agree to pay.
This Note is payable as follows: the principal is due on December 31, 2001. Anything herein to the contrary
notwithstanding, this Note shall become immediately due and payable on the earliest to occur of the following: (i)
a Change in Control; (ii) a Bankruptcy; or (iii) a Sale.
As used in this Note, the following terms, unless the context otherwise requires, have the following meanings:
(a) "Bankruptcy" shall occur when the Company shall (i) apply for, consent to or suffer the appointment of, or the
taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a
substantial part of its property; (ii) make a general assignment for the benefit of creditors; (iii) commence a