<PAGE>

                                                                    EXHIBIT 10.8

                     PROMISSORY NOTE MODIFICATION AGREEMENT

THIS NOTE MODIFICATION AGREEMENT ("Modification") is dated effective as of
February 3, 2004, by and between SAFE AUTO GROUP, INC., AN OHIO CORPORATION
("Borrower"), and NATIONAL CITY BANK, A NATIONAL BANKING ASSOCIATION ("Bank").

WHEREAS, Bank previously agreed to lend to Borrower an amount not to exceed the
sum of Five Million and 00/100 Dollars ($5,000,000.00) ("Loan"), which Loan was
evidenced by a certain promissory note dated February 22, 2002, (as extended,
amended or otherwise modified to date, the "Note") and a Commercial Note
Addendum dated of even date with said Note (the "Addendum") (the said Note,
Addendum, and any other instrument or document given in connection with or to
secure the Loan being collectively referred to herein as "Loan Documents"); and

WHEREAS, the Loan was jointly and severally guaranteed by Ari Deshe,
individually and Jon Diamond, individually, (collectively, the "Guarantors", and
individually a "Guarantor"), pursuant to that certain limited guaranty agreement
dated of even date with the Note (the "Guaranty"), which Guaranty provides that
the liability of Guarantors is limited to $2,500,000.00, plus interest, late
charges and certain other costs and expenses; and

WHEREAS, the parties hereto have agreed to modify the Note to increase the face
amount thereof to $8,000,000.00.

NOW, THEREFORE, in consideration of the foregoing promises and the covenants
contained herein, the parties hereto agree as follows:

1.    Liability of Borrower. Borrower hereby ratifies and reconfirms Borrower's
      obligations and all liability to Bank under the terms and conditions of
      the Loan Documents and acknowledges that Borrower has no defenses to or
      rights of set-off against Borrower's obligations and all liability to Bank
      thereunder. Borrower further acknowledges that Bank has performed all of
      Bank's obligations under the Loan Documents.

2.    Modification. As of the effective date hereof, the face amount of the Note
      is hereby increased to $8,000,000.00. All references in the Loan Documents
      to $5,000,000.00 as representing either the face amount of the Note or the
      initial amount of the "Subject Commitment" shall as of the effective date
      of this Modification be references to $8,000,000.00. Nothing in the
      foregoing sentence shall modify or otherwise affect any provision of the
      Note that provides or allows for the reduction, termination or other
      change in the amount of the Subject Commitment.

3.    Modification Fee. In consideration of Bank agreeing to this Modification,
      Borrower shall pay Bank, on the date of this Modification, a
      non-refundable modification fee in an amount equal to Seven Thousand Five
      Hundred and 00/100 Dollars ($7,500.00).

4.    Ratification of Loan Documents. The Loan Documents are in all respects
      ratified and confirmed by the parties hereto and incorporated by reference
      herein, and each of the Loan Documents and this Modification shall be
      read, taken and construed as one and the same instrument. All collateral
      securing the Note, shall continue to secure the Note as modified hereby.
      Capitalized terms used herein and not otherwise defined shall have the
      meanings given to them in the Note. In the event of any conflict between
      the terms and provisions of

                                       1

<PAGE>

      this Modification and the terms and provisions of the Note, the terms and
      provisions of this Modification shall control. This Modification shall not
      be effective unless and until each of the Guarantors executes the
      Guarantors' Consent attached to and made a part hereof.

5.    CONFESSION OF JUDGMENT. Borrower hereby authorizes any attorney at law to
      appear in any state or federal court of record in the United States of
      America after the maturity hereof (whether occurring by lapse of time or
      acceleration), to waive the issuance and service of process, to admit the
      maturity of the Note and the amount then appearing due, to confess
      judgment against Borrower in favor of the holder hereof for the amount
      then appearing due, together with interest and costs of suit, and
      thereupon to release all errors and to waive all rights of appeal and stay
      of execution. No judgment shall bar any subsequent judgment. Should any
      judgment be vacated for any reason, this warrant of attorney nevertheless
      may thereafter be used for obtaining additional judgments.

IN WITNESS WHEREOF, the undersigned have caused this Modification to be executed
as of the day and year first above written.

WARNING-BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL.
IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR
PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU
REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED
GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY
OTHER CAUSE.

                                        Borrower:

                                        SAFE AUTO GROUP, INC.

                                        By:/s/ Ari Deshe
                                           -------------------------------------
                                           ARI DESHE, CHAIRMAN

                                        Bank:

                                        NATIONAL CITY BANK

                                        By:/s/ Brian T. Strayton
                                           -------------------------------------
                                           BRIAN T. STRAYTON, VICE PRESIDENT

                 [GUARANTORS' CONSENT APPEARS ON FOLLOWING PAGE]

                                        2
<PAGE>

                               GUARANTORS' CONSENT

Each of the undersigned Guarantors, intending to be legally bound, hereby
acknowledges and agrees that: (i) such Guarantor consents to the foregoing
Promissory Note Modification Agreement ("Modification") dated February 3, 2004,
by and between SAFE AUTO GROUP, INC., AN OHIO CORPORATION ("Borrower") and
NATIONAL CITY BANK, A NATIONAL BANKING ASSOCIATION ("Bank"); (ii) the Guaranty
given by such Guarantor to secure the payment of the obligations and
indebtedness of Borrower to Bank remains in full force and effect and is
unaffected by the Modification; (iii) such Guarantor is bound as if such
Guarantor were a party to the Modification; and (iv) such Guarantor hereby
reaffirms and restates such Guarantor's absolute and unconditional guaranty of,
and agreement to become a surety for, the obligations and indebtedness of
Borrower to Bank, whether now existing or hereafter arising, including, but not
limited, to those obligations and indebtedness evidenced by the Modification.

                                       GUARANTORS:

Date: Feb. 3rd, 2004                     /s/ Ari Deshe
                                        ----------------------------------------
                                        ARI DESHE, INDIVIDUALLY

                                        /s/ Jon Diamond
                                        ----------------------------------------
Date: Feb. 3rd, 2004                    JON DIAMOND, INDIVIDUALLY

WARNING-BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL.
IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR
PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU
REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED
GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY
OTHER CAUSE.

                                       3