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                                                                   EXHIBIT 10.12

                                    GUARANTY
                                 (SPECIFIC DEBT)

      This Guaranty is executed at COLUMBUS, OH, as of February 22, 2002.

1.    To Induce NATIONAL CITY BANK, A NATIONAL BANKING ASSOCIATION ("Bank"),
      having a banking office at 155 EAST BROAD STREET, COLUMBUS, OH 43215, to
      extend or continue to extend credit to SAFE AUTO GROUP, INC. ("Borrower"),
      in the original principal amount of FIVE MILLION AND 00/100 Dollars
      ($5,000,000.00) as evidenced by a certain COMMERCIAL NOTE: TERM MULTIPLE
      ADVANCE/ONE MONTH LIBOR DAILY INDEXED (the "Guaranteed Debt"), the
      undersigned, JON DIAMOND AND ARI DESHE (collectively "Guarantor"),
      intending to be legally bound, hereby unconditionally guarantees to Bank
      the prompt payment of the Guaranteed Debt when due, including but not
      limited to, payment of all principal, interest and other sums due, whether
      by acceleration or otherwise, together with all late charges,
      disbursements, expenses, and deficiencies together with the performance of
      Borrower's obligations under any documents or instruments executed in
      connection with or given to secure the Guaranteed Debt. Guarantor also
      agrees to pay all expenses, legal and otherwise (including court costs and
      reasonable attorney's fees), paid or incurred by Bank in endeavoring to
      collect such Guaranteed Debt, or any part thereof, and in enforcing this
      Guaranty.

      Anything herein to the contrary notwithstanding, the total liability of
      Guarantor to Bank under this Guaranty shall not exceed the principal sum
      of TWO MILLION FIVE HUNDRED THOUSAND AND 00/100 Dollars ($2,500,000.00)
      plus all interest thereon and late charges applicable thereto plus all
      expenses, legal and otherwise (including court costs and reasonable
      attorney's fees), paid or incurred by Bank in endeavoring to collect such
      Guaranteed Debt, or any part thereof, and in enforcing this Guaranty.

2.    This is a continuing Guaranty and shall remain in full force and effect
      until revoked by Guarantor in writing and a signed copy thereof is duly
      served upon Bank; provided, however, that any such revocation shall not
      affect any outstanding obligation or liability hereunder created or
      incurred prior to Bank's receipt of such notice of revocation or which is
      subsequently created or incurred pursuant to a binding commitment to lend
      in effect prior to Bank's receipt of such notice of revocation, or any
      unpaid portion thereof which may be renewed or extended. This Guaranty
      shall be construed as an absolute and unconditional guaranty of payment
      and not a guaranty of collection and Guarantor's liability shall be
      direct, immediate and not conditional or contingent upon the pursuit by
      Bank of any remedies it may have or the requirement to resort first to the
      Borrower, any other guarantor of the Guaranteed Debt, any collateral or
      security or any other remedy whatsoever. Guarantor shall have no right of
      contribution, subrogation, reimbursement or indemnity whatsoever against
      or from the Borrower or any other guarantor of the Guaranteed Debt, nor
      any right to recourse to security for the Guaranteed Debt from the
      Borrower or any other entity or person who has granted security for the
      Guaranteed Debt unless and until all of the Guaranteed Debt has been paid
      in full. The obligations of Guarantor hereunder shall not be released,
      discharged or in any way affected nor shall Guarantor have any rights
      against Bank by reason of: (a) the fact that any collateral or security,
      securing the Guaranteed Debt or the obligations of Guarantor hereunder,
      may be subject to equitable claims or defenses in favor of others or may
      be invalid or defective in any way; (b) the failure to convey, perfect or
      create a valid lien in any such collateral or security; (c) the invalidity
      or unenforceability for any reason of any part of the Guaranteed Debt; (d)
      the change, loss, or deterioration in value of any collateral or of the
      financial condition of the Borrower, whether due to incorrect estimates of
      such value or financial condition, failure to protect or insure, or
      because of any other reason; (e) the exchange, sale, release or surrender
      of any such collateral or security; (f) any defense based upon suretyship
      or impairment of collateral; or (g) any other defense in law or equity to
      which Guarantor or Borrower may be entitled. Bank may pursue all or any of
      its remedies at one or at different times. Bank's books and records
      showing the account between Bank and the Borrower shall be admissible in
      any action or proceeding, shall be binding upon Guarantor for the purpose
      of establishing the items therein set forth, and shall constitute prima
      facie proof thereof.

3.    Guarantor hereby waives any notice of acceptance of this Guaranty, or any
      notice of the incurring by the Borrower at any time of any obligation or
      liability covered hereunder. Guarantor also waives any and all
      presentment, demand of payment, protest or notice of protest, notice of
      dishonor, notice of nonpayment or other default with respect to any
      obligation or liability covered hereunder, and all defenses in law or
      equity. Any and all present and future debts and obligations of the
      Borrower to Guarantor are hereby postponed in favor of and subordinated to
      the full payment and performance of all present and future obligations and
      liabilities of the Borrower to Bank. Guarantor hereby grants to Bank full
      power, in its absolute discretion

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      and without notice to Guarantor, to: (a) modify, accelerate, or otherwise
      change the terms of the Guaranteed Debt in accordance with its provisions;
      (b) renew or extend the Guaranteed Debt at one or more times; (c) release,
      compromise, or settle the Guaranteed Debt in settlement, liquidation,
      adjustment, bankruptcy proceedings or otherwise as Bank deems advisable;
      (d) delay or forbear to act in respect to the Guaranteed Debt or any
      collateral, or the enforcement thereof whether such delay or forbearance
      is deliberate or by omission; (e) consent to the substitution, exchange or
      release of any collateral or security for the Guaranteed Debt or forbear
      from calling for additional security; or (f) take an additional guaranty
      or guaranties, or settle, compromise or release one or more other
      guaranties. All sums at any time to the credit of Guarantor and any
      property of Guarantor at any time in Bank's possession may be held by Bank
      as security for all obligations of Guarantor to Bank arising out of this
      Guaranty.

4.    If any payment received by Bank from the Borrower in respect of the
      Guaranteed Debt is subsequently recovered from or repaid by Bank as the
      result of any bankruptcy, dissolution, reorganization, arrangement or
      liquidation proceedings (or proceedings similar thereto), Guarantor's
      payment obligation hereunder shall continue to be effective as though such
      payment had not been made. The provisions of this paragraph shall survive
      the termination of this Guaranty.

5.    Guarantor hereby represents and warrants to Bank that the execution and
      delivery of this Guaranty and the performance of all of Guarantor's
      obligations hereunder does not violate any law or regulation to which
      Guarantor is subject; that Guarantor's execution of this Guaranty is duly
      authorized; and that this Guaranty constitutes a valid, binding and
      legally enforceable obligation of Guarantor subject only to laws relating
      to bankruptcy and creditor's rights generally. Guarantor further agrees to
      execute and deliver any and all other documents and take any and all other
      steps or actions reasonably deemed necessary by Bank to effectuate this
      Guaranty.

6.    Guarantor has established adequate means of obtaining, on a continuing
      basis, all facts pertaining to the risks hereunder. Guarantor assumes the
      responsibility for being and keeping informed of all facts pertaining to
      the risks hereunder, and Guarantor agrees that Bank shall have no duty to
      disclose to Guarantor any such facts. Guarantor recognizes that Guarantor
      is subject to risks under this Guaranty and that those risks may increase
      in the future due to changing circumstances. To induce Bank to make the
      credit extensions to Borrower described in this Guaranty, Guarantor hereby
      assumes all present and future risks hereunder.

7.    Guarantor will furnish to Bank, without expense to Bank and forthwith upon
      each request of Bank made upon Guarantor therefor, such information in
      writing regarding Guarantor's financial condition, income taxes,
      properties, business operations, if any, and pension plans, if any,
      prepared, in the case of financial information, in accordance with
      generally accepted accounting principles consistently applied and
      otherwise in form and detail satisfactory to Bank. Guarantor hereby
      authorizes Bank to share all credit and financial information relating to
      Guarantor with Bank's parent company, with any subsidiary or affiliate
      company of Bank or of Bank's parent company or with such other persons or
      entities as Bank shall deem advisable for the conduct of its business.

8.    The obligations and liabilities hereunder shall be binding upon the heirs,
      executors, administrators, successors, and assigns of the parties hereto.
      If there is more than one guarantor of the Guaranteed Debt, the
      obligations of each guarantor shall be joint and several with any other
      guarantor. This Agreement shall be governed by the law (excluding conflict
      of laws rules) of the jurisdiction in which Bank's banking office is
      located.

9.    This Guaranty contains the entire guaranty agreement between Guarantor and
      Bank with respect to all indebtedness arising hereunder and may be in
      addition to other contracts of guaranty executed by the undersigned in
      favor of Bank. The provisions of this Guaranty may be modified, altered or
      amended only by written agreement signed by Guarantor and Bank.

10.   Any action, claim, counterclaim, crossclaim, proceeding, or suit arising
      under or in connection with this Guaranty (each such action, claim,
      counterclaim, crossclaim, proceeding, or suit, an "Action") may be brought
      in any federal or state court located in the city in which Bank's banking
      office is located. Guarantor hereby unconditionally submits to the
      jurisdiction of any such court with respect to each such Action and hereby
      waives any objection Guarantor may now or hereafter have to the venue of
      any such Action brought in any such court. GUARANTOR HEREBY, AND EACH
      HOLDER OF THE GUARANTEED DEBT OR ANY PART THEREOF, KNOWINGLY AND
      VOLUNTARILY WAIVES JURY

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      TRIAL IN RESPECT OF ANY ACTION, CLAIM, COUNTERCLAIM, CROSSCLAIM,
      PROCEEDING, OR SUIT AT ANY TIME ARISING UNDER OR IN CONNECTION WITH THIS
      GUARANTY.

11.   Guarantor hereby authorizes any attorney-at-law on Guarantor's behalf or
      on behalf of Guarantor's successors or survivors: to appear in an action
      on this Guaranty at any time after the Guaranty becomes due in any court
      of record in Ohio or elsewhere; to waive the issuing and service of
      process and to confess judgment in favor of the holder hereof for the
      amount due plus interest and costs; and to release and waive all errors
      and appeals in the actions and judgments. No judgment against Guarantor
      shall be a bar to a subsequent judgment or judgments pursuant to this
      warrant of attorney against Guarantor.

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.

                                    GUARANTOR:

/s/ Greg A. Sutton                  /s/ Jon Diamond
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Witness (as to all)                 Jon Diamond, Social Security #:
Print: Greg A. Sutton
       ----------------------

/s/ Vicki L. Niemela                /s/ Ari Deshe
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Witness (as to all)                 Ari Deshe, Social Security #:
Print: Vicki L. Niemela
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