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                                                                   EXHIBIT 10.12

                                     [COPY]

                            RECOURSE PROMISSORY NOTE

$95,000.00                                                      OCTOBER 16, 2001

     FOR VALUE RECEIVED, the undersigned, Edward N. Patrick, Jr. (the
"BORROWER"), promises to pay to the order of Safety Holdings, Inc., a Delaware
corporation (the "HOLDER" or "COMPANY"), or any successor thereof, the sum of
NINETY-FIVE THOUSAND DOLLARS ($95,000.00) with interest from the date hereof on
the unpaid principal sum from time to time outstanding accruing at the rate of
5% per annum compounded annually on December 31 of each year, commencing with
December 31, 2001 (the "NON-DEFAULT INTEREST RATE"). The principal of, and all
accrued and unpaid interest on, this Note will be paid upon the earlier of
December 31, 2011 or within ninety (90) days after Borrower ceases to be an
employee (for any reason or no reason) of Holder, or any of its subsidiaries.

     All payments of principal and interest on this Note are payable at Holder's
office at c/o The Jordan Company, LLC, 767 Fifth Avenue, 48th Floor, New York,
New York 10153, or at such other place as Holder shall notify Borrower in
writing. Principal and interest shall be payable in United States currency that
at the time is legal tender for the payment of public and private debts.

     This Note is executed and delivered together with a certain Pledge
Agreement, dated as of even date herewith, (the "PLEDGE AGREEMENT") between
Borrower and Holder which, among other things, secures payment of this Note. In
the event of a Default (as hereinafter defined) under this Note, Holder shall be
entitled to enforce his rights against the Pledged Collateral (as defined in the
Pledge Agreement) with respect to the amount due under the Note upon such
Default.

     So long as any amounts remain outstanding under this Note, or any shares of
Common Stock of the Company, par value $0.01 per share ("COMMON STOCK"), or any
other capital stock of the Company (collectively, the "STOCK"), owned by
Borrower shall be subject to the Pledge Agreement, Borrower shall not sell or
transfer such Stock; HOWEVER, in the event that at any time Borrower shall, in
violation of the terms of this Note, sell or transfer any of the Stock, any
interest in the Stock or other equity interest of the Company, of which he is
the owner, Borrower shall apply, from time to time, upon, and only to the extent
of receipt, the net cash proceeds of such sale or transfer (after allowance for
any federal, state and local income taxes payable with respect to such sale) to
the prepayment of this Note; such prepayment shall be charged first against
accrued interest and then against principal, and then against any other
obligations in respect of this Note, PROVIDED, such prepayment shall not affect
Holder's right to declare a Default (as hereinafter defined) under this Note. In
addition, this Note shall be prepaid to the extent provided in the Pledge
Agreement. Borrower may prepay this Note in whole or in part, without penalty,
at any time, provided that at the time of any such prepayment, Borrower shall
also pay all accrued interest on the amount of the principal sum so prepaid.

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     Upon the happening of any Default of the type specified in paragraphs
(a) through (f) below or upon the happening of any Change of Control, Holder at
its option may declare the entire unpaid balance of the amount owed by Borrower
under this Note, together with interest accrued thereon, to be immediately due
and payable, and upon the happening of the Default specified in paragraph
(g) below, Holder at its option may declare the entire unpaid balance of the
amount owed by Borrower under this Note, together with interest accrued thereon,
to be due and payable within 90 days after such declaration.

     Each of the following shall constitute a "Default":

          (a)   failure to make any payment of principal or interest within 10
     days of when due hereunder and the same shall have not been cured within 45
     days after written notice thereof has been given to the Borrower;

          (b)   any representation or warranty of Borrower contained in the
     Pledge Agreement shall prove to have been false or misleading in any
     material respect as of the time made;

          (c)   Borrower shall default in the performance or observance of any
     covenant or provision contained herein or in the Pledge Agreement and the
     same shall not have been cured within 60 days after written notice thereof
     has been given to the Borrower;

          (d)   Borrower assigns any of his obligations under this Note to any
     person or entity other than in connection with his death, or by operation
     of law in connection with his death;

          (e)   Borrower (i) generally is not paying his debts as they become
     due; (ii) shall admit in writing his inability to pay his debts generally;
     (iii) shall make a general assignment for the benefit of creditors; or
     (iv) commences any proceeding relating to him under any other bankruptcy,
     reorganization, arrangement, readjustment of debt, receivership,
     dissolution, liquidation or similar law or statute of any jurisdiction,
     whether now or hereafter in effect, or any other procedure for the relief
     of financially distressed debtors;

          (f)   there is commenced by or against Borrower any proceeding under
     any other applicable bankruptcy, insolvency, reorganization or other
     similar law seeking to adjudicate it bankrupt or insolvent, or seeking
     liquidation, winding-up, reorganization, arrangement, adjustment,
     protection, relief or composition of it or its debts, or seeking the entry
     of an order for relief or the appointment of a receiver, liquidator,
     assignee, trustee, sequestrator, agent or custodian (or other similar
     official) for him or any substantial part of his property, and relief
     against him is ordered in such proceeding or such proceeding remains
     undismissed for a period of 60 days or more.

          (g)   Borrower's employment by the Company or its subsidiaries is
     terminated for any reason.

     Each of the following shall constitute a "Change of Control:"

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          a)    the closing of any merger, combination, consolidation or similar
     business transaction involving the Company in which the holders of Common
     Stock immediately prior to such closing are not the holders, directly or
     indirectly, or a majority of the ordinary voting securities of the
     surviving person in such transaction immediately after such closing;

          b)    the closing of any sale or transfer by the Company of all or
     substantially all of its assets to an acquiring person in which the holders
     of Common Stock immediately prior to such closing are not the holders of a
     majority of the ordinary voting securities of the acquiring person
     immediately after such closings; or

          c)    the closing of any sale by the holders of Common Stock or an
     amount of Common Stock that equals or exceeds a majority of the shares of
     Common Stock immediately prior to such closing to a person in which the
     holders of the Common Stock immediately prior to such closing are not the
     holders of a majority of the ordinary voting securities of such person
     immediately after such closing.

     Upon the occurrence of any Default of Borrower, interest on the outstanding
amount of Borrower's debt to Holder hereunder shall accrue, in lieu of the
aforementioned rate, at a per annum rate equal to two percent over the
Non-Default Interest Rate. All payments received by Holder from Borrower on this
Note after such Default shall be applied by Holder to Borrower's debt hereunder
as follows: first, to accrued and unpaid interest; second, to the reduction of
principal; and third, to any other obligations in respect of this Note.

     THIS NOTE AND ALL OBLIGATIONS OF BORROWER HEREUNDER SHALL BE RECOURSE TO
BORROWER PERSONALLY, AND BORROWER SHALL BE PERSONALLY OBLIGATED AND LIABLE UNDER
THIS NOTE AND FOR SUCH OBLIGATIONS.

     In the event this Note is turned over to any attorney at law for collection
after any Default of Borrower, in addition to principal and interest, Holder
shall be entitled to collect all costs of collection, including, but not limited
to, reasonable attorneys' fees and costs incurred in connection with any of
Holder's collection efforts, whether or not suit on this Note is filed, and all
such principal, interest, costs and expenses shall be payable by Borrower on
demand and also shall be secured by all other collateral at any time held by
Holder as security for Borrower's obligations to Holder, it being understood,
without limiting the generality of the foregoing, that Borrower shall have
personal liability for an amount equal to all of the principal and interest then
owing hereunder, and any and all such costs and expenses of collection.

     No failure on the part of Holder or other holder hereof to exercise any
right or remedy hereunder with respect to Borrower, whether before or after the
happening of a Default of Borrower, shall constitute waiver of any future
Default or of any other Default of Borrower. No failure to accelerate the debt
of Borrower evidenced hereby by reason of a Default of Borrower or indulgence
granted from time to time shall be construed to be a waiver of the right to
insist upon prompt payment thereafter, or shall be deemed to be a novation of
this Note or a reinstatement of such debt evidenced hereby or a waiver of such
right of acceleration or any other right, or be construed so as to preclude the
exercise of any right Holder may have, whether

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by the laws of the state governing this Note, by agreement or otherwise, and
Borrower hereby expressly waives the benefit of any statute or rule of law or
equity that would produce a result contrary to or in conflict with the
foregoing. This Note may not be modified orally, but only by an agreement in
writing signed by the party against whom such agreement is sought to be
enforced.

     Borrower, for himself and his heirs, successors and assigns, hereby waives
presentment, protest, demand, diligence, notice of dishonor and of nonpayment,
and waives and renounces all rights to the benefits of any statute of
limitations or any moratorium, appraisement, or exemption now provided or that
hereafter may be provided by any applicable federal or state statute, both as to
himself personally and as to all of his property, whether real or personal,
against the enforcement and collection of the obligations evidenced by this Note
and any and all extensions, renewals, and modifications hereof.

     Each of the Holder and Borrower intends that the obligations evidenced by
this Note conform strictly to the applicable usury laws as are from time to time
in force. All agreements between Borrower and Holder, whether now existing or
hereafter arising and whether oral or written, hereby are expressly limited so
that in no contingency or event whatsoever, whether by acceleration of maturity
hereof or otherwise, shall the amount paid or agreed to be paid to Holder, or
collected by Holder, by or on behalf of Borrower for the use, forbearance or
detention of the money to be loaned to Borrower hereunder or otherwise; or for
the payment or performance of any covenant or obligation contained herein of
Borrower to Holder, or in any other document evidencing, securing or pertaining
to such indebtedness evidenced hereby, exceed the maximum amount permissible
under applicable usury law. If under any circumstances whatsoever fulfillment of
any provision hereof or any other document, at the time performance of such
provisions shall be due, shall involve transcending the limit of validity
prescribed by law, then, the obligation to be fulfilled shall be reduced to the
limit of such validity; and if under any circumstances Holder ever shall receive
from or on behalf of Borrower an amount deemed interest, which would exceed the
highest lawful rate under applicable law, such amount that would be excessive
interest under applicable usury laws shall be applied to the reduction of
Borrower's principal amount owing hereunder and not to the payment of interest,
or if such excessive interest exceeds the unpaid balance of principal and such
other indebtedness, the excess shall be deemed to have been a payment made by
mistake and shall be refunded to Borrower or to any other person making such
payment on Borrower's behalf.

     This Note is binding upon Borrower's successors and heirs, shall inure to
the benefit of Holder, its successors and assigns and shall be governed by and
construed in accordance with the laws of the State of New York without regard to
the principles of conflicts of laws. The Borrower hereby irrevocably submits on
a non-exclusive basis to the jurisdiction of the federal courts of the United
States of America, the courts of New York and any courts competent to hear
appeals therefrom.

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     IN WITNESS WHEREOF, Borrower has executed this instrument on the date first
above written.


                                           BORROWER:


                                           /s/Edward N. Patrick, Jr.
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                                           Edward N. Patrick, Jr.
                                           Print Home Address:

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WITNESS:


/s/Peter S. Rice
------------------------
Name: Peter S. Rice

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