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<SEC-DOCUMENT>0000950153-02-000576.txt : 20020415
<SEC-HEADER>0000950153-02-000576.hdr.sgml : 20020415
ACCESSION NUMBER:		0000950153-02-000576
CONFORMED SUBMISSION TYPE:	10-Q/A
PUBLIC DOCUMENT COUNT:		12
CONFORMED PERIOD OF REPORT:	20011231
FILED AS OF DATE:		20020328

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMERCO /NV/
		CENTRAL INDEX KEY:			0000004457
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510]
		IRS NUMBER:				880106815
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		10-Q/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11255
		FILM NUMBER:		02589693

	BUSINESS ADDRESS:	
		STREET 1:		1325 AIRMOTIVE WAY STE 100
		CITY:			RENO
		STATE:			NV
		ZIP:			89502
		BUSINESS PHONE:		7756886300

	MAIL ADDRESS:	
		STREET 1:		1325 AIRMOTIVE WAY
		STREET 2:		SUITE 100
		CITY:			RENO
		STATE:			NV
		ZIP:			89502

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMERCO
		DATE OF NAME CHANGE:	19770926
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q/A
<SEQUENCE>1
<FILENAME>p66363ae10-qa.txt
<DESCRIPTION>10-Q/A
<TEXT>
<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 2001

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

     For the transition period from __________________ to __________________

<TABLE>
<CAPTION>
Commission          Registrant, State of Incorporation,         I.R.S. Employer
File Number           Address and Telephone Number            Identification No.
================================================================================
<S>                 <C>                                       <C>
  1-11255             AMERCO                                     88-0106815
                      (A Nevada Corporation)
                      1325 Airmotive Way, Ste. 100
                      Reno, Nevada  89502-3239
                      Telephone (775) 688-6300


  2-38498             U-Haul International, Inc.                 86-0663060
                      (A Nevada Corporation)
                      2727 N. Central Avenue
                      Phoenix, Arizona 85004
                      Telephone (602) 263-6645
</TABLE>

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ].

21,399,237 shares of AMERCO Common Stock, $0.25 par value were outstanding at
March 25, 2002.

5,385 shares of U-Haul International, Inc. Common Stock, $0.01 par value, were
outstanding at March 25, 2002. U-Haul International, Inc. meets the conditions
set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore
filing this form with the reduced disclosure format.


                                       1
<PAGE>
                                TABLE OF CONTENTS



<TABLE>
<S>                                                                                       <C>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         a)  Report of independent accountants.........................................    4

         b)  Condensed Consolidated Balance Sheets as of December 31, 2001 (unaudited)
             and March 31, 2001 (unaudited)............................................    5

         c)  Condensed Consolidated Statements of Earnings for the Nine months
             ended December 31, 2001 and 2000 (unaudited)..............................    7

         d)  Condensed Consolidated Statements of Comprehensive Income for the
             Nine months ended December 31, 2001 and 2000 (unaudited)..................    8

         e)  Condensed Consolidated Statements of Earnings for the Quarters ended
             December 31, 2001 and 2000 (unaudited)....................................    9

         f)  Condensed Consolidated Statements of Comprehensive Income for the
             Quarters ended December 31, 2001 and 2000 (unaudited).....................   10

         g)  Condensed Consolidated Statements of Cash Flows for the Nine months
             ended December 31, 2001 and 2000 (unaudited)..............................   11

         h)  Notes to Condensed Consolidated Financial Statements -
             December 31, 2001 (unaudited), March 31, 2001 (unaudited) and
             December 31, 2000 (unaudited).............................................   12

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations.....................................................   31

Item 3.  Quantitative and Qualitative Disclosures About Market Risk....................   41

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.............................................................   42

Item 6.  Exhibits and Reports on Form 8-K..............................................   43
</TABLE>


                                       2
<PAGE>
                                INTRODUCTORY NOTE


      This amendment to Form 10-Q is being filed to restate the interim
financial statements previously filed for the quarter ended December 31, 2001,
as well as for the year ended March 31, 2001 presented herein, to reflect the
consolidation of SAC Holding Corporation and its consolidated subsidiaries (SAC
Holdings or SAC) with AMERCO and its consolidated subsidiaries (AMERCO or the
Company) due to a revised interpretation of EITF 90-15 by the Company's
independent public accountants. The Company concurs with this revised
interpretation. AMERCO has no ownership interest in SAC, nor does it guarantee
the debt of SAC. Further, the holders of such SAC notes have no recourse to the
assets of AMERCO. The condensed consolidated financial statements presented
herein include the accounts of AMERCO and SAC Holdings. All material
intercompany accounts and transactions have been eliminated in consolidation.


                                       3
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
and Stockholders of AMERCO:

      We have reviewed the accompanying condensed consolidated balance sheet of
AMERCO and its subsidiaries and SAC Holding Corporation and its subsidiaries as
of December 31, 2001, and the related condensed consolidated statements of
earnings and of comprehensive income for each of the three-month and nine-month
periods ended December 31, 2001 and 2000 and the condensed consolidated
statement of cash flows for the nine-month periods ended December 31, 2001 and
2000. These financial statements are the responsibility of the Company's
management.

      We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

      Based on our review, we are not aware of any material modifications that
should be made to the accompanying condensed consolidated interim financial
statements for them to be in conformity with accounting principles generally
accepted in the United States of America.

      We previously audited in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of
AMERCO at March 31, 2001, and the related consolidated statements of earnings,
of comprehensive income, and of cash flows for the year then ended (not
presented herein), and in our report dated June 29, 2001 we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated balance
sheet as of March 31, 2001, as it relates to AMERCO, is fairly stated in all
material respects in relation to the consolidated balance sheet from which it
has been derived. However, we did not audit the consolidated financial
statements of SAC at March 31, 2001, whose results are consolidated with
AMERCO's as of a result of transactions between AMERCO and SAC in which SAC was
deemed not to be independent, which statements reflect total assets of
$520,108,566 as of March 31, 2001, and total revenues of $104,819,103 for the
year then ended. Those statements were audited by other auditors whose report
thereon has been furnished to us.

      The accompanying financial statements of AMERCO have been restated at
December 31, 2001 and for the three-month and nine-month periods ended December
31, 2001, to consolidate the financial statements of SAC, which is owned by a
related party.



PricewaterhouseCoopers LLP
Phoenix, Arizona
March 27, 2002


                                       4
<PAGE>
                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

      AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
                           CONSOLIDATED SUBSIDIARIES

                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                        December 31,   March 31,
Assets                                                      2001         2001
                                                         ----------   ----------
                                                               (Unaudited)
                                                              (in thousands)
<S>                                                      <C>          <C>
Cash and cash equivalents                                $   35,726       52,788
Inventories, net                                             81,266       85,330
Prepaid expenses                                             18,324       14,416
Investments, fixed maturities                               986,698      952,482
Investments, other                                          536,386      454,542
Other assets                                                220,666      192,473
Minority interest assets                                     17,311       17,907
                                                         ----------   ----------
Property, plant and equipment, at cost:

  Buildings and improvements                              1,108,397    1,068,956
  Rental trucks                                           1,069,769    1,037,653
  Other property, plant, and equipment                      831,420      834,463
                                                         ----------   ----------
                                                          3,009,586    2,941,072
  Less accumulated depreciation                           1,240,057    1,187,103
                                                         ----------   ----------
Total property, plant and equipment                       1,769,529    1,753,969
                                                         ----------   ----------
Total Assets                                             $3,665,906    3,523,907
                                                         ==========   ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                       5
<PAGE>
      AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
                           CONSOLIDATED SUBSIDIARIES

                Condensed Consolidated Balance Sheets, Continued


<TABLE>
<CAPTION>
Liabilities and                                     December 31,      March 31,
 Stockholders' Equity                                   2001            2001
                                                    -----------      ----------
                                                           (Unaudited)
                                                          (in thousands)
<S>                                                 <C>              <C>
Liabilities:
 AMERCO's notes and loans payable                   $ 1,132,612       1,156,848
 SAC Holdings' notes and loans payable,
  non-recourse to AMERCO                                306,606         257,109
 Policy benefits and losses, claims and
  loss expenses payable                                 705,745         668,830
 Liabilities from premium deposits                      548,948         522,207
 Deferred income                                         15,424          24,546
 Deferred income taxes                                  139,541          96,598
 Other liabilities                                      245,879         262,439
                                                    -----------      ----------
    Total liabilities                                 3,094,755       2,988,577

Contingent liabilities and commitments

Stockholders' equity:
 Serial preferred stock -
  Series A preferred stock                                   --              --
  Series B preferred stock                                   --              --
 Serial common stock -
  Series A common stock                                   1,441           1,441
 Common stock                                             9,122           9,122
 Additional paid-in capital                             233,325         236,002
 Accumulated other comprehensive income                 (30,681)        (40,709)
 Retained earnings                                      791,930         755,174
 Cost of common shares in treasury, net                (419,834)       (410,527)
 Unearned ESOP shares                                   (14,152)        (15,173)
                                                    -----------      ----------
    Total stockholders' equity                          571,151         535,330

Total Liabilities and Stockholders' Equity          $ 3,665,906       3,523,907
                                                    ===========      ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                       6
<PAGE>
      AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
                           CONSOLIDATED SUBSIDIARIES

                  Condensed Consolidated Statements of Earnings

                         Nine months ended December 31,
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        2001            2000
                                                    ------------    ------------
                                                        (in thousands, except
                                                      share and per share data)
<S>                                                 <C>             <C>
Revenues

  Rental revenue                                    $  1,052,222       1,009,726
  Net sales                                              175,411         166,592
  Premiums                                               308,261         210,102
  Net investment and interest income                      46,449          50,559
                                                    ------------    ------------
      Total revenues                                   1,582,343       1,436,979

Costs and expenses

  Operating expenses                                     821,569         775,297
  Cost of sales                                           97,503          94,785
  Benefits and losses                                    276,260         170,678
  Amortization of deferred policy
   acquisition costs                                      32,346          25,112
  Lease expense                                          133,694         132,865
  Depreciation, net                                       72,359          73,347
                                                    ------------    ------------
      Total costs and expenses                         1,433,731       1,272,084

Earnings from operations                                 148,612         164,895

  Interest expense                                        76,268          81,437
                                                    ------------    ------------
Pretax earnings                                           72,344          83,458

Income tax expense                                       (28,277)        (34,312)
                                                    ------------    ------------
Earnings before minority interest and
  extraordinary loss on early
  extinguishment of debt                                  44,067          49,146
Minority interest                                          2,410          10,528
                                                    ------------    ------------
Earnings before extraordinary loss on
  early extinguishment of debt                            46,477          59,674
Extraordinary loss on early extinguishment
  of debt, net of tax of $1,160                               --          (2,121)
                                                    ------------    ------------
      Net earnings                                  $     46,477          57,553
                                                    ============    ============
Basic and diluted earnings per common share:
  Earnings before extraordinary
    loss on early extinguishment of debt                    1.74            2.32
  Extraordinary loss on early extinguishment
    of debt, net                                              --           (0.10)
                                                    ------------    ------------
      Net earnings                                  $       1.74            2.22
                                                    ============    ============
Basic and diluted average common shares
  outstanding:                                        21,092,225      21,539,821
                                                    ============    ============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                       7
<PAGE>
      AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
                           CONSOLIDATED SUBSIDIARIES

            Condensed Consolidated Statements of Comprehensive Income

                         Nine months ended December 31,
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             2001        2000
                                                           --------    --------
                                                              (in thousands)
<S>                                                        <C>         <C>
Comprehensive income:
  Net earnings                                             $ 46,477      57,553
    Changes in other comprehensive income:
     Foreign currency translation                            (3,647)     (4,683)
     Fair market value of cash flow hedge                       153        (861)
     Unrealized gain on investments                          13,522       3,033
                                                           --------    --------
     Total comprehensive income                            $ 56,505      55,042
                                                           ========    ========
</TABLE>

The accompanying notes are an integral part of these Consolidated financial
statements.


                                       8
<PAGE>
      AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
                           CONSOLIDATED SUBSIDIARIES

                  Condensed Consolidated Statements of Earnings

                           Quarters ended December 31,
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        2001            2000
                                                    ------------    ------------
                                                        (in thousands, except
                                                      share and per share data)
<S>                                                 <C>             <C>
Revenues

  Rental revenue                                    $    302,123         292,412
  Net sales                                               44,818          44,717
  Premiums                                               105,381          88,607
  Net investment and interest income                      15,088          18,884
                                                    ------------    ------------
      Total revenues                                     467,410         444,620

Costs and expenses

  Operating expenses                                     269,688         270,148
  Cost of sales                                           26,390          24,397
  Benefits and losses                                     95,487          74,863
  Amortization of deferred policy
   acquisition costs                                      11,413           8,554
  Lease expense                                           43,080          46,052
  Depreciation, net                                       29,494          26,792
                                                    ------------    ------------
      Total costs and expenses                           475,552         450,806

Loss from operations                                      (8,142)         (6,186)

  Interest expense                                        23,727          28,222
                                                    ------------    ------------
Pretax loss                                              (31,869)        (34,408)

Income tax benefit                                         9,480           9,669
                                                    ------------    ------------
Loss before minority interest and
  extraordinary loss on early
  extinguishment of debt                                 (22,389)        (24,739)
Minority interest                                          2,177           5,568
                                                    ------------    ------------
Loss before extraordinary loss on
  early extinguishment of debt                           (20,212)        (19,171)
Extraordinary loss on early extinguishment
  of debt, net of tax of $1,160                               --          (2,121)
                                                    ------------    ------------
      Net loss                                      $    (20,212)        (21,292)
                                                    ============    ============
Basic and diluted loss per common share:
  Loss before extraordinary
    loss on early extinguishment of debt            $      (1.12)          (1.05)
  Extraordinary loss on early extinguishment
    of debt, net                                              --           (0.10)
                                                    ------------    ------------
      Net loss                                      $      (1.12)          (1.15)
                                                    ============    ============
Basic and diluted average common shares
  outstanding:                                        20,892,342      21,406,688
                                                    ============    ============
</TABLE>

The accompanying notes are an integral part of these Consolidated financial
statements.


                                       9
<PAGE>
      AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
                           CONSOLIDATED SUBSIDIARIES

            Condensed Consolidated Statements of Comprehensive Income

                           Quarters ended December 31,
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             2001        2000
                                                           --------    --------
                                                              (in thousands)
<S>                                                        <C>         <C>
Comprehensive income:
  Net loss                                                 $(20,212)    (21,292)
    Changes in other comprehensive income:
     Foreign currency translation                              (527)     (1,098)
     Fair market value of cash flow hedge                       443        (679)
     Unrealized gain on investments                           9,107       7,074
                                                           --------    --------
     Total comprehensive loss                              $(11,189)    (15,995)
                                                           ========    ========
</TABLE>

The accompanying notes are an integral part of these Consolidated financial
statements.


                                       10
<PAGE>
      AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
                           CONSOLIDATED SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows

                         Nine months ended December 31,
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                            2001         2000
                                                         ---------    ---------
                                                             (in thousands)
<S>                                                      <C>          <C>
Net cash provided
 by operating activities                                 $ 118,434      100,575

Cash flows from investing activities:
  Purchases of investments:
    Property, plant and equipment                         (143,142)    (374,458)
    Fixed maturities                                      (140,695)     (84,808)
    Real estate                                            (65,436)          --
    Mortgage loans                                            (561)     (21,654)
  Proceeds from sale of investments:

    Property, plant and equipment                           56,641      141,789
    Fixed maturities                                       117,356       89,583
    Mortgage loans                                          10,039       19,187
  Changes in other investments                             (18,359)    (120,313)
                                                         ---------    ---------
Net cash used by
 investing activities                                     (184,157)    (350,674)
                                                         ---------    ---------
Cash flows from financing activities:

  Net change in short-term borrowings                       81,743      169,281
  Principal payments on notes                              (45,086)      66,272
  Investment contract deposits                             107,855       62,947
  Investment contract withdrawals                          (83,224)     (55,763)
  Proceeds from minority interest                               --           --
  Changes in other financing activities                    (12,627)     (16,026)
                                                         ---------    ---------
Net cash provided by
 financing activities                                       48,661      226,711

Decrease in cash and cash equivalents                      (17,062)     (23,388)

Cash and cash equivalents at
 beginning of period                                        52,788       48,445
                                                         ---------    ---------
Cash and cash equivalents at
 end of period                                           $  35,726       25,057
                                                         =========    =========
</TABLE>

The accompanying notes are an integral part of these Consolidated financial
statements.


                                       11
<PAGE>
      AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
                           CONSOLIDATED SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements

             December 31, 2001, March 31, 2001 and December 31, 2000
                                   (Unaudited)


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

      AMERCO, a Nevada corporation (AMERCO), is the parent company for U-Haul
International, Inc. (U-Haul), which conducts moving and storage operations,
Amerco Real Estate Company (Real Estate), which conducts real estate operations,
Republic Western Insurance Company (RepWest), which conducts property and
casualty insurance operations, and Oxford Life Insurance Company (Oxford), which
conducts life insurance operations.

      As of December 31, 2001, SAC Holding Corporation (SAC Holdings), a Nevada
corporation, is owned by Mark V. Shoen. Mark V. Shoen is the beneficial owner of
15.6% of AMERCO's common stock and is an executive officer of AMERCO.

      This amendment is being filed and the accounts of AMERCO and SAC Holdings
are presented as consolidated due to a revised interpretation of EITF 90-15 by
AMERCO's independent public accountants. AMERCO agrees with this interpretation.
The accompanying condensed consolidated financial statements as of and for the
periods ending March 31, 2001 and December 31, 2001 have been restated to
reflect such consolidation. The following table presents the impact of such
consolidation on the dates presented:

<TABLE>
<CAPTION>
                                      December 31, 2001                 March 31, 2001
                                      -----------------                 --------------
                                  As reported(1)As restated       As reported(1)As restated
                                        (Unaudited)                      (Unaudited)
                                       (in thousands)                   (in thousands)
<S>                                <C>           <C>               <C>           <C>
      Assets                       3,491,346     3,665,906         3,384,064     3,523,907
      Liabilities                  2,828,579     3,094,755         2,768,698     2,988,577
      Stockholders' equity           662,767       571,151           615,366       535,330
</TABLE>

      The consolidation of AMERCO with SAC Holdings had no impact on the
consolidated net earnings. The reduction in stockholders' equity is due to the
elimination of gains previously recorded in connection with sales of properties
from AMERCO to SAC Holdings. Such gains had been previously recognized as a
component of stockholders' equity. See Note 11.

      (1) As reported in the Company's December 31, 2001 form 10-Q filed on
February 19, 2002 and March 31, 2001 form 10-K, filed on July 2, 2001,
respectively, prior to the consolidation of SAC Holdings described above.

      During fiscal year 2002, based on in-depth market analysis, U-Haul
increased the estimated salvage value of certain rental trucks. The effect of
the changes increased net earnings by $2,284,000 ($0.11 per share) for the
nine months ended December 31, 2001. The adjustment reflects management's best
estimate, based on information available, of the estimated salvage value of
these rental trucks.

PRINCIPLES OF CONSOLIDATION

      The condensed consolidated financial statements presented here include the
accounts of AMERCO and its wholly owned subsidiaries and SAC Holdings and its
consolidated subsidiaries. All material intercompany accounts and transactions
have been eliminated in consolidation. AMERCO has not (and has never had any)
ownership interest in SAC Holdings or any of SAC Holdings' subsidiaries, nor
does it guarantee any of the debt of SAC Holdings. The condensed consolidated
financial statements and notes are presented as permitted by Form 10-Q/A and do
not contain certain information included in AMERCO's annual financial statements
and notes. For a more detailed breakout of the accounts of AMERCO, refer to
AMERCO's Form 10-K.

      The condensed consolidated balance sheet as of December 31, 2001 and the
related condensed consolidated statements of earnings and the condensed
consolidated statements of comprehensive income for the three and nine months
ended December 31, 2001 and 2000 and the condensed consolidated cash flows for
the nine months ended December 31, 2001 and 2000 are unaudited. In the opinion
of management, all adjustments necessary for a fair presentation of such
condensed consolidated financial statements have been included. Such adjustments
consisted only of normal recurring items. Interim results are not necessarily
indicative of results for a full year.


                                       12
<PAGE>
      The operating results and financial position of RepWest and Oxford have
been consolidated on the basis of a calendar year, and accordingly, are
determined on a one quarter lag for financial reporting purposes. There were no
effects related to intervening events, which would materially affect the
consolidated financial position or results of operations for the financial
statements presented herein.

      Certain reclassifications have been made to the financial statements for
the three and nine months ended December 31, 2000 to conform with the current
year's presentation.


                                       13
<PAGE>
      AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
                           CONSOLIDATED SUBSIDIARIES

         Notes to Condensed Consolidated Financial Statements, Continued
                                   (Unaudited)


2. INVESTMENTS

      A comparison of amortized cost to market for fixed maturities is as
follows:

<TABLE>
<CAPTION>
      September 30, 2001      Par Value                      Gross        Gross      Estimated
      Consolidated            or number    Amortized      unrealized    unrealized    market
      Held-to-Maturity        of shares      cost            gains        losses       value
      ----------------        ---------      ----            -----        ------       -----
                                                        (in thousands)
<S>                           <C>          <C>            <C>           <C>          <C>
      U.S. treasury
        securities
        and government
        obligations           $   4,100    $   3,626           252           --         3,878
      U.S. government
        agency mortgage-
        backed securities     $  10,048       10,005           432           --        10,437
      Corporate
        securities            $  44,522       42,758         1,791         (164)       44,385
      Mortgage-backed
        securities            $  30,334       29,831         1,379          (35)       31,175
      Redeemable preferred
        stocks                  114,784      114,674           373       (2,988)      112,059
                                           ---------         -----       -------      -------
                                             200,894         4,227       (3,187)      201,934
                                           ---------         -----       -------      -------
</TABLE>

<TABLE>
<CAPTION>
      September 30, 2001      Par Value                      Gross        Gross      Estimated
      Consolidated            or number    Amortized      unrealized    unrealized    market
      Available-for-Sale      of shares       cost           gains        losses       value
      ------------------      ---------       ----           -----        ------       -----
                                                        (in thousands)
<S>                           <C>          <C>            <C>           <C>          <C>
      U.S. treasury
        securities
        and government
        obligations           $  42,260    $  42,737         2,610            --       45,347
      U.S. government
        agency mortgage-
        backed securities     $  27,531       27,324         1,209            (2)      28,531
      Obligations of
        states and
        political
        subdivisions          $  15,910       16,039           698           (26)      16,711
      Corporate
        securities            $ 630,723      622,584        19,629       (17,162)     625,051
      Mortgage-backed
        securities            $  31,300       31,238         1,205          (364)      32,079
      Redeemable preferred
        stocks                    1,228       31,022           304          (565)      30,761
      Redeemable common
        stocks                      657        8,625            --        (1,301)       7,324
                                           ---------        ------       -------      -------
                                             779,569        25,655       (19,420)     785,804
                                           ---------        ------       -------      -------
             Total                         $ 980,463        29,882       (22,607)     987,738
                                           =========        ======       =======      =======
</TABLE>


                                       14
<PAGE>
      AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
                           CONSOLIDATED SUBSIDIARIES

         Notes to Condensed Consolidated Financial Statements, Continued
                                   (Unaudited)


3. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE SUBSIDIARIES

      A summarized condensed consolidated balance sheet for RepWest is presented
below:

<TABLE>
<CAPTION>
                                                                September 30,
                                                                -------------
                                                              2001        2000
                                                            --------    --------
                                                               (in thousands)
<S>                                                         <C>         <C>
    Investments, fixed maturities                           $391,507     413,149
    Investments, other                                        84,379      27,823
    Receivables                                              223,740     147,143
    Due from affiliate                                        53,042      28,905
    Other assets                                              54,277      48,528
                                                            --------    --------
         Total assets                                       $806,945     665,548
                                                            ========    ========
    Policy liabilities and accruals                         $406,072     309,887
    Unearned premiums                                        105,120      81,679
    Other policyholders' funds and liabilities                57,713      61,908
                                                            --------    --------
      Total liabilities                                      568,905     453,474

    Stockholder's equity                                     238,040     212,074
                                                            --------    --------
         Total liabilities and
           stockholder's equity                             $806,945     665,548
                                                            ========    ========
</TABLE>

      A summarized condensed consolidated income statement for RepWest is
presented below:

<TABLE>
<CAPTION>
                                      Quarter ended           Nine months ended
                                      September 30,             September 30,
                                      -------------             -------------
                                    2001         2000         2001         2000
                                  --------     --------     --------     --------
                                                   (in thousands)
<S>                               <C>          <C>          <C>          <C>
    Premiums                      $ 64,717       63,386      192,982      135,718
    Net investment income            8,102        7,966       23,967       23,718
                                  --------     --------     --------     --------
      Total revenue                 72,819       71,352      216,949      159,436
    Benefits and losses             65,618       56,331      188,256      116,432
    Amortization of deferred
      policy acquisition costs       6,207        3,770       17,837       10,130
    Operating expenses              13,782       18,055       42,556       37,783
                                  --------     --------     --------     --------
      Total expenses                85,607       78,156      248,649      164,345
    Loss from operations           (12,788)      (6,804)     (31,700)      (4,909)
    Income tax benefit               4,522        2,379       11,209        1,789
                                  --------     --------     --------     --------
        Net loss                  $ (8,266)      (4,425)     (20,491)      (3,120)
                                  ========     ========     ========     ========
</TABLE>


                                       15
<PAGE>
      AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
                           CONSOLIDATED SUBSIDIARIES

         Notes to Condensed Consolidated Financial Statements, Continued
                                   (Unaudited)


3. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE SUBSIDIARIES,
continued

      A summarized condensed consolidated balance sheet for Oxford is presented
below:

<TABLE>
<CAPTION>
                                                                September 30,
                                                                -------------
                                                              2001        2000
                                                            --------    --------
                                                               (in thousands)
<S>                                                         <C>         <C>
    Investments, fixed maturities                           $595,191     470,772
    Investments, other                                       198,668     167,208
    Receivables                                               31,123      19,564
    Other assets                                              89,865      84,626
                                                            --------    --------
        Total assets                                        $914,847     742,170
                                                            ========    ========
    Policy liabilities and accruals                         $191,104     152,358
    Premium deposits                                         548,948     469,393
    Other policyholders' funds and liabilities                50,739      30,501
                                                            --------    --------
      Total liabilities                                      790,791     652,252

    Stockholder's equity                                     124,056      89,918
                                                            --------    --------
        Total liabilities and
          stockholder's equity                              $914,847     742,170
                                                            ========    ========
</TABLE>

      A summarized condensed consolidated income statement for Oxford is
presented below:

<TABLE>
<CAPTION>
                                      Quarter ended           Nine months ended
                                      September 30,             September 30,
                                      -------------             -------------
                                    2001         2000         2001         2000
                                  --------     --------     --------     --------
                                                   (in thousands)
<S>                               <C>          <C>          <C>          <C>
    Premiums                      $ 42,198       26,750      119,736       78,274
    Net investment income            5,791        5,807       18,975       18,170
                                  --------     --------     --------     --------
      Total revenue                 47,989       32,557      138,711       96,444

    Benefits and losses             29,869       18,532       88,004       54,246
    Amortization of deferred
      policy acquisition costs       5,217        4,784       14,509       14,982
    Operating expenses              10,771        6,626       30,207       19,857
                                  --------     --------     --------     --------
      Total expenses                45,857       29,942      132,720       89,085

    Income from operations           2,132        2,615        5,991        7,359
    Income tax expense                (555)        (753)      (1,787)      (1,878)
                                  --------     --------     --------     --------
        Net income                $  1,577        1,862        4,204        5,481
                                  ========     ========     ========     ========
</TABLE>


                                       16
<PAGE>
      AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
                           CONSOLIDATED SUBSIDIARIES

         Notes to Condensed Consolidated Financial Statements, Continued
                                   (Unaudited)


4. CONTINGENT LIABILITIES AND COMMITMENTS

      During the nine months ended December 31, 2001, a subsidiary of U-Haul
entered into five transactions whereby the subsidiary sold rental trucks to an
unrelated third party, which were subsequently leased back. AMERCO has
guaranteed $13,571,000 of residual values at December 31, 2001 for these assets
at the end of the respective lease terms. Following are the lease commitments
for the leases executed during the nine months ended December 31, 2001, and
subsequently which have a term of more than one year (in thousands):

<TABLE>
<CAPTION>
                                               Net activity
             Year ended           Lease       subsequent to
              March 31,        Commitments      period end      Total
             --------------------------------------------------------
<S>                            <C>           <C>             <C>
             2002              $     657            -             657
             2003                  2,625            -           2,625
             2004                  2,625            -           2,625
             2005                  2,300            -           2,300
             2006                  2,192            -           2,192
             Thereafter            7,305            -           7,305
                               --------------------------------------
                               $  17,704            -          17,704
                               ======================================
</TABLE>

      In the normal course of business, AMERCO is a defendant in a number of
suits and claims. AMERCO is also a party to several administrative proceedings
arising from state and local provisions that regulate the removal and/or
clean-up of underground fuel storage tanks. It is the opinion of management that
none of such suits, claims or proceedings involving AMERCO, individually, or in
the aggregate, are expected to result in a material loss.

5. SUPPLEMENTAL CASH FLOWS INFORMATION OF AMERCO

      The (increase) decrease in cash flow for receivables, inventories and
accounts payable and accrued liabilities net of other operating and investing
activities follows:

<TABLE>
<CAPTION>
                                                           Nine months ended
                                                              December 31,
                                                           2001          2000
                                                         --------      --------
                                                              (in thousands)
<S>                                                      <C>           <C>
Receivables                                              $(14,911)        9,686
                                                         ========      ========
Inventories                                              $  4,064         3,221
                                                         ========      ========
Accounts payable and accrued expenses                    $(20,730)      (30,618)
                                                         ========      ========
</TABLE>


                                       17
<PAGE>
      AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
                           CONSOLIDATED SUBSIDIARIES

         Notes to Condensed Consolidated Financial Statements, Continued
                                   (Unaudited)


6. EARNINGS PER SHARE OF AMERCO

      The following table reflects the calculation of the earnings per share:

<TABLE>
<CAPTION>
                                                                  Weighted Average
                                                                    Common Shares
                                                   Income            Outstanding          Per Share
                                                (Numerator)         (Denominator)           Amount
                                                -----------         -------------           ------
                                                               (in thousands, except
                                                              share and per share data)
<S>                                             <C>               <C>                     <C>
Quarter ended December 31, 2001:
  Net loss                                        $(20,212)
  Less: preferred stock dividends                    3,241
                                                  --------
  Basic and diluted loss
    per common share                               (23,453)           20,892,342           $  (1.12)
                                                  ========           ===========           ========

Quarter ended December 31, 2000:
  Loss before extraordinary loss
    on early extinguishment of debt               $(19,171)
  Less: preferred stock dividends                    3,241
                                                  --------
  Loss before extraordinary loss
    on early extinguishment of debt
    available to common stockholders               (22,412)           21,406,688           $  (1.05)
  Extraordinary loss on early
    extinguishment of debt, net                     (2,121)                                   (0.10)
                                                  ---------                                --------
  Basic and diluted loss
    per common share                               (24,533)           21,406,688           $  (1.15)
                                                  ========           ===========           ========

Nine months ended December 31, 2001:
  Net earnings                                    $ 46,477
  Less: preferred stock dividends                    9,722
                                                  --------
  Basic and diluted earnings
    per common share                                36,755            21,092,225           $   1.74
                                                  ========           ===========           ========

Nine months ended December 31, 2000:
  Earnings before extraordinary
    loss on early extinguishment of debt          $ 59,674
  Less:  preferred stock dividends                   9,722
                                                  --------
  Earnings before extraordinary loss
    on early extinguishment of debt
    available to common stockholders                49,952            21,539,821           $   2.32
  Extraordinary loss on early
    extinguishment of debt, net                     (2,121)                                   (0.10)
                                                  --------                                 --------
  Basic and diluted earnings
    per common share                                47,831            21,539,821           $   2.22
                                                  ========           ===========           ========
</TABLE>


                                       18
<PAGE>
      AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
                           CONSOLIDATED SUBSIDIARIES

         Notes to Condensed Consolidated Financial Statements, Continued
                                   (Unaudited)


7. RELATED PARTY TRANSACTIONS

      During September 2001 the Company consummated a transfer of cash in the
amount of $7.5 million and real estate properties in the amount of $65.5 million
from Real Estate and other subsidiaries to Oxford and RepWest. The transferred
assets were recorded by RepWest and Oxford at their original book value and no
gain or loss was recorded.

      Sales of properties from AMERCO to SAC Holdings have been eliminated in
consolidation, as presented in note 11.


                                       19
<PAGE>
      AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
                           CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued
                                   (Unaudited)


8. NEW ACCOUNTING STANDARDS

      In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards No. 141 (SFAS 141), "Business
Combinations", and No. 142 (SFAS 142), "Goodwill and Other Intangible Assets".

      SFAS 141 supercedes Accounting Principles Board Opinion No. 16 (APB 16),
"Business Combinations". The most significant changes made by SFAS 141 are: (1)
requiring that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001, (2) establishing specific criteria
for the recognition of intangible assets separately from goodwill, and (3)
requiring unallocated negative goodwill to be written off immediately as an
extraordinary gain (instead of being deferred and amortized).

      SFAS 142 supercedes APB 17, "Intangible Assets". SFAS 142 primarily
addresses the accounting for goodwill and intangible assets subsequent to their
acquisition (i.e., the post-acquisition accounting). The provisions of SFAS 142
will be effective for fiscal years beginning after December 15, 2001. The most
significant changes made by SFAS 142 are: (1) goodwill and indefinite lived
intangible assets will no longer be amortized, (2) goodwill will be tested for
impairment at least annually at the reporting unit level, (3) intangible assets
deemed to have an indefinite life will be tested for impairment at least
annually, and (4) the amortization period of intangible assets with finite lives
will no longer be limited to forty years.

      SFAS No. 141 and 142 are not expected to affect the consolidated
financial position or results of operations.

      SFAS No. 143, Accounting for Asset Retirement Obligations, requires
recognition of the fair value of liabilities associated with the retirement of
long-lived assets when a legal obligation to incur such costs arises as a result
of the acquisition, construction, development and/or the normal operation of a
long-lived asset. Upon recognition of the liability, a corresponding asset is
recorded at present value and accreted over the life of the asset and
depreciated over the remaining life of the long-lived asset. The Statement
defines a legal obligation as one that a party is required to settle as a result
of an existing or enacted law, statute, ordinance, or written or oral contract
or by legal construction of a contract under the doctrine of promissory
estoppel. SFAS 143 is effective for fiscal years beginning after June 15, 2002.
Management has not yet determined the effects of adopting this Statement on the
financial position or results of operations.

      In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", which addresses issues relating to
the implementation of FASB Statement No. 121 (FAS 121), "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of",
and develops a single accounting model, based on the framework established in
FAS 121, for long-lived assets to be disposed of by sale, whether previously
held and used or newly acquired. The Company is in the process of determining
the extent to which this statement will impact its results of operations or
financial position.


                                       20
<PAGE>
      AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
                           CONSOLIDATED SUBSIDIARIES

         Notes to Condensed Consolidated Financial Statements, Continued
                                   (Unaudited)


9. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA

      Information concerning operations by industry segment follows:

<TABLE>
<CAPTION>
                      Moving and                  Property/                Adjustments     AMERCO
                       Storage         Real       Casualty       Life         and           and
                      Operations      Estate      Insurance    Insurance  Eliminations  SAC Holdings
                      ----------      ------      ---------    ---------  ------------  ------------
                                                      (in thousands)
<S>                  <C>             <C>          <C>          <C>        <C>           <C>
Quarter ended
December 31, 2001
Revenues:
  Outside            $   340,516        7,619       71,692       47,583           --        467,410
  Intersegment                --       11,947        1,127          406      (13,480)            --
                     -----------     --------     --------     --------     --------     ----------
  Total revenues     $   340,516       19,566       72,819       47,989      (13,480)       467,410
Depreciation/
  amortization       $    28,975        2,985        6,322        5,241           --         43,523
Interest expense     $    23,727        8,229           --           --       (8,229)        23,727
Pretax earnings
 (loss)              $   (29,640)       8,427      (12,788)       2,132           --        (31,869)
Income tax
 benefit
 (expense)           $     8,462       (2,949)       4,522         (555)          --          9,480
Identifiable
  assets             $ 1,667,602      714,819      806,945      914,847     (438,307)     3,665,906

Quarter ended
December 31, 2000
Revenues:
  Outside            $   339,215        3,025       70,191       32,189           --        444,620
  Intersegment                --       17,754        1,161          368      (19,283)            --
                     -----------     --------     --------     --------     --------     ----------
  Total revenues     $   339,215       20,779       71,352       32,557      (19,283)       444,620
Depreciation/
  amortization       $    31,260        2,760        3,453        4,824           --         42,297
Interest expense     $    28,222       10,626           --           --      (10,626)        28,222
Pretax
 earnings
 (loss)              $   (32,574)       2,355       (6,804)       2,615           --        (34,408)
Income tax
 benefit
 (expense)           $     8,867         (824)       2,379         (753)          --          9,669
Extraordinary
 loss on early
 extinguishment
 of debt, net        $    (2,121)          --           --           --           --         (2,121)
Identifiable
  assets             $ 1,609,308      761,149      665,548      731,627     (338,700)     3,428,932
</TABLE>


                                       21
<PAGE>
      AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
                           CONSOLIDATED SUBSIDIARIES

         Notes to Condensed Consolidated Financial Statements, Continued
                                   (Unaudited)


9. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, continued

<TABLE>
<CAPTION>
                        Moving                    Property/               Adjustments      AMERCO
                     and Storage       Real       Casualty       Life         and            and
                      Operations      Estate      Insurance    Insurance  Eliminations  SAC Holdings
                      ----------      ------      ---------    ---------  ------------  ------------
                                                     (in thousands)
<S>                  <C>             <C>          <C>          <C>        <C>           <C>
Nine months ended
December 31, 2001
Revenues:
 Outside             $ 1,220,154       10,986      213,677      137,526           --      1,582,343
 Intersegment                 --       48,264        3,272        1,185      (52,721)            --
                     -----------     --------     --------     --------     --------     ----------
 Total
  revenues           $ 1,220,154       59,250      216,949      138,711      (52,721)     1,582,343
Depreciation/
 amortization        $    85,529        8,535       18,584       14,652           --        127,300
Interest
 expense             $    76,268       27,953           --           --      (27,953)        76,268
Pretax
 earnings
 (loss)              $    66,933       31,120      (31,700)       5,991           --         72,344
Income tax
 benefit
 (expense)           $   (26,807)     (10,892)      11,209       (1,787)          --        (28,277)
Identifiable
 assets              $ 1,667,602      714,819      806,945      914,847     (438,307)     3,665,906

Nine months ended
December 31, 2000
Revenues:
 Outside             $ 1,175,646        9,343      156,609       95,381           --      1,436,979
 Intersegment                 --       52,599        2,827        1,063      (56,489)            --
                     -----------     --------     --------     --------     --------     ----------
 Total
  revenues           $ 1,175,646       61,942      159,436       96,444      (56,489)     1,436,979
Depreciation/
 amortization        $    83,016        8,144       10,208       15,449           --        116,817
Interest
 expense             $    81,437       32,870           --           --      (32,870)        81,437
Pretax
 earnings
 (loss)              $    70,553       10,455       (4,909)       7,359           --         83,458
Income tax
 benefit
 (expense)           $   (30,564)      (3,659)       1,789       (1,878)          --        (34,312)
Extraordinary
 loss on early
 extinguishment
 of debt, net        $    (2,121)          --           --           --           --         (2,121)
Identifiable
 assets              $ 1,609,308      761,149      665,548      731,627     (338,700)     3,428,932
</TABLE>


                                       22
<PAGE>
      AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
                           CONSOLIDATED SUBSIDIARIES

         Notes to Condensed Consolidated Financial Statements, Continued
                                   (Unaudited)


9. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, continued

<TABLE>
<CAPTION>
Geographic Area Data -                                AMERCO                                   AMERCO
  (All amounts are in     United                       and           United                      and
   U.S. $'s)              States        Canada     SAC Holdings      States       Canada     SAC Holdings
   ---------              ------        ------     ------------      ------       ------     ------------
                                     Quarter ended                          Nine months ended
                          -------------------------------------      ------------------------------------
                                                         (in thousands)
<S>                    <C>              <C>        <C>             <C>            <C>        <C>
December 31, 2001
Total revenues         $   459,482       7,928        467,410      1,550,833      31,510      1,582,343
Depreciation/
  amortization         $    42,581         942         43,523        124,609       2,691        127,300
Interest expense       $    23,807         (80)        23,727         76,309         (41)        76,268
Pretax earnings
 (loss)                $   (31,233)       (636)       (31,869)        67,162       5,182         72,344
Income tax
 benefit (expense)     $     9,480          --          9,480        (28,277)         --        (28,277)
Identifiable assets    $ 3,606,959      58,947      3,665,906      3,606,959      58,947      3,665,906
December 31, 2000
Total revenues         $   437,064       7,556        444,620      1,406,142      30,837      1,436,979
Depreciation/
  amortization         $    41,189       1,108         42,297        113,539       3,278        116,817
Interest expense       $    28,216           6         28,222         81,424          13         81,437
Pretax earnings
 (loss)                $   (33,420)       (988)       (34,408)        79,231       4,227         83,458
Income tax
 benefit (expense)     $     9,669          --          9,669        (34,306)         (6)       (34,312)
Extraordinary
 loss, net             $    (2,121)         --         (2,121)        (2,121)         --         (2,121)
Identifiable assets    $ 3,378,349      50,583      3,428,932      3,378,349      50,583      3,428,932
</TABLE>

10. SUBSEQUENT EVENTS OF AMERCO

      In January 2002, Real Estate completed the sale of thirty-seven storage
properties to Twenty SAC Self-Storage Corporation, Twenty-One SAC Self-Storage
Corporation, Twenty-Two SAC Self-Storage Corporation and Twenty-Three SAC
Self-Storage Corporation, subsidiaries of SAC Holdings, for $93,679,000. Real
Estate received cash and notes from the sale. Such gain will be eliminated in
consolidation.

      On February 6, 2002, AMERCO declared a cash dividend of $3,241,000
($0.53125 per preferred share) to preferred stockholders of record as of
February 18, 2002.


                                       23

<PAGE>
NOTE 11 - CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)


<TABLE>
<CAPTION>
                                           AMERCO AND CONSOLIDATED      SAC HOLDING CORPORATION AND
                                                SUBSIDIARIES             CONSOLIDATED SUBSIDIARIES
                                                  (AMERCO)                     (SAC HOLDINGS)
                                           --------------------------   ---------------------------
                                           DECEMBER 31,     MARCH 31,     DECEMBER 31,    MARCH 31,
                                              2001           2001             2001          2001
                                            ----------     ----------     ----------     ----------
                                                  (IN THOUSANDS)                  (IN THOUSANDS)
<S>                                         <C>            <C>            <C>            <C>
                   ASSETS
Cash and cash equivalents                   $   35,716     $   52,778     $       10     $       10
Inventories, net                                79,941         84,005          1,325          1,325
Prepaid expenses                                18,324         14,416             --             --
Investments, fixed maturities                  986,698        952,482             --             --
Investments, other                             545,919        464,958          3,910          3,910
Other assets                                   485,785        452,781         13,496          8,991
Minority interest assets                            --             --             --             --
                                            ----------     ----------     ----------     ----------
Property, plant and equipment, at cost:
   Buildings and improvements                  826,126        832,372        417,849        355,531
   Rental trucks                             1,069,769      1,037,653             --             --
   Other property, plant and equipment         661,294        660,802        170,126        173,661
                                            ----------     ----------     ----------     ----------
                                             2,557,189      2,530,827        587,975        529,192
                                            ----------     ----------     ----------     ----------
       Less accumulated depreciation         1,218,226      1,168,183         29,431         23,320
                                            ----------     ----------     ----------     ----------
       Total property, plant and equipment   1,338,963      1,362,644        558,544        505,872
                                            ----------     ----------     ----------     ----------
       Total assets                         $3,491,346     $3,384,064     $  577,285     $  520,108
                                            ==========     ==========     ==========     ==========
</TABLE>

<TABLE>
<CAPTION>

                                                  ADJUSTMENTS AND
                                                    ELIMINATIONS
                                             ----------------------------
                                             DECEMBER 31,       MARCH 31,        DECEMBER 31,   MARCH 31,
                                                2001              2001              2001          2001
                                             ------------      ------------      ----------     ----------
                                                      (IN THOUSANDS)                  (IN THOUSANDS)
<S>                                          <C>               <C>               <C>            <C>
                   ASSETS
Cash and cash equivalents                    $         --      $         --      $   35,726     $   52,788
Inventories, net                                       --                --          81,266         85,330
Prepaid expenses                                       --                --          18,324         14,416
Investments, fixed maturities                          --                --         986,698        952,482
Investments, other                                (13,443)a)        (14,326)a)      536,386        454,542
Other assets                                     (278,615)b)       (269,299)b)      220,666        192,473
Minority interest assets                           17,311 c)         17,907 c)       17,311         17,907
                                             ------------      ------------      ----------     ----------
Property, plant and equipment, at cost:
   Buildings and improvements                    (135,578)d)       (118,947)d)    1,108,397      1,068,956
   Rental trucks                                       --                --       1,069,769      1,037,653
   Other property, plant and equipment                 --                --         831,420        834,463
                                             ------------      ------------      ----------     ----------
                                                 (135,578)         (118,947)      3,009,586      2,941,072
                                             ------------      ------------      ----------     ----------
       Less accumulated depreciation               (7,600)d)         (4,400)d)    1,240,057      1,187,103
                                             ------------      ------------      ----------     ----------
       Total property, plant and equipment       (127,978)         (114,547)      1,769,529      1,753,969
                                             ------------      ------------      ----------     ----------
       Total assets                          $   (402,725)     $   (380,265)     $3,665,906     $3,523,907
                                             ============      ============      ==========     ==========
</TABLE>

                            See accompanying notes.

                                      -24-
<PAGE>
NOTE 11 - CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED), CONTINUED




<TABLE>
<CAPTION>
                                               AMERCO AND CONSOLIDATED         SAC HOLDING CORPORATION AND
                                                    SUBSIDIARIES                CONSOLIDATED SUBSIDIARIES
                                                      (AMERCO)                        (SAC HOLDINGS)
                                               ---------------------------     ----------------------------
                                              DECEMBER 31,       MARCH 31,      DECEMBER 31,      MARCH 31,
                                                 2001             2001             2001             2001
                                              -----------      -----------      -----------      -----------

                                                    (IN THOUSANDS)                  (IN THOUSANDS)
<S>                                           <C>              <C>             <C>               <C>

    LIABILITIES AND STOCKHOLDERS' EQUITY
AMERCO's notes and loans payable              $ 1,132,612      $ 1,156,848          $    --          $    --
SAC Holdings' notes and loans payable,
   non-recourse to AMERCO                              --               --          561,602          504,157
Policy benefits and losses, claims and
   loss expenses payable                          705,745          668,830               --               --
Liabilities from premium deposits                 548,948          522,207               --               --
Deferred income                                    15,424           24,546               --               --
Deferred income taxes                             187,413          139,419               --               --
Other liabilities                                 238,437          256,848           31,061           27,842
                                              -----------      -----------      -----------      -----------

       Total liabilities                        2,828,579        2,768,698          592,663          531,999
Minority interest                                      --               --            9,533           10,416

Contingent liabilities and commitments

Stockholders' equity:
   Serial preferred stock -
     Series A preferred stock                          --               --               --               --
     Series B preferred stock                          --               --               --               --
   Serial common stock -
     Series A common stock                          1,441            1,441               --               --
   Common stock                                     9,122            9,122               --               --
   Additional paid-in capital                     321,031          312,128            5,912            3,312
   Accumulated other comprehensive income         (30,681)         (40,709)          (3,031)          (1,398)
   Retained earnings                              791,930          755,174          (27,792)         (24,221)
   Cost of common shares in treasury, net        (415,924)        (406,617)              --               --
   Unearned ESOP shares                           (14,152)         (15,173)              --               --
                                              -----------      -----------      -----------      -----------
       Total stockholders' equity                 662,767          615,366          (24,911)         (22,307)
                                              -----------      -----------      -----------      -----------
       Total liabilities and stock
         stockholders' equity                 $ 3,491,346      $ 3,384,064      $   577,285      $   520,108
                                              ===========      ===========      ===========      ===========
</TABLE>


<TABLE>
<CAPTION>

                                                      ADJUSTMENTS AND
                                                       ELIMINATIONS
                                                 -----------------------------
                                                 DECEMBER 31,       MARCH 31,        DECEMBER 31,     MARCH 31,
                                                     2001              2001             2001             2001
                                                 ------------      ------------      -----------      -----------

                                                    (IN THOUSANDS)                        (IN THOUSANDS)
<S>                                              <C>             <C>                <C>              <C>

    LIABILITIES AND STOCKHOLDERS' EQUITY
AMERCO's notes and loans payable                 $         --         $      --       $ 1,132,612      $ 1,156,848
SAC Holdings' notes and loans payable,
   non-recourse to AMERCO                            (254,996)b)       (247,048)b)        306,606          257,109
Policy benefits and losses, claims and
   loss expenses payable                                   --                --           705,745          668,830
Liabilities from premium deposits                          --                --           548,948          522,207
Deferred income                                            --                --            15,424           24,546
Deferred income taxes                                 (47,872)d)        (42,821)d)        139,541           96,598
Other liabilities                                     (23,619)b)        (22,251)b)        245,879          262,439
                                                 ------------      ------------       -----------      -----------

       Total liabilities                             (326,487)         (312,120)        3,094,755        2,988,577
Minority interest                                      (9,533)c)        (10,416)c)             --               --

Contingent liabilities and commitments

Stockholders' equity:
   Serial preferred stock -
     Series A preferred stock                              --                --                --               --
     Series B preferred stock                              --                --                --               --
   Serial common stock -
     Series A common stock                                 --                --             1,441            1,441
   Common stock                                            --                --             9,122            9,122
   Additional paid-in capital                         (93,618)d)        (79,438)d)        233,325          236,002
   Accumulated other comprehensive income               3,031 a)          1,398 a)        (30,681)         (40,709)
   Retained earnings                                   27,792 a,d)       24,221 a,d)      791,930          755,174
   Cost of common shares in treasury, net              (3,910)a)         (3,910)a)       (419,834)        (410,527)
   Unearned ESOP shares                                    --                --           (14,152)         (15,173)
                                                 ------------      ------------       -----------      -----------
       Total stockholders' equity                     (66,705)          (57,729)          571,151          535,330
                                                 ------------      ------------       -----------      -----------
       Total liabilities and stock
         stockholders' equity                    $   (402,725)     $   (380,265)      $ 3,665,906      $ 3,523,907
                                                 ============      ============       ===========      ===========
</TABLE>

                           See accompanying notes.

                                      -25-
<PAGE>
NOTE 11 - CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS
NINE MONTHS ENDED DECEMBER 31 (UNAUDITED)


<TABLE>
<CAPTION>
                                                 AMERCO AND CONSOLIDATED         SAC HOLDING CORPORATION AND
                                                      SUBSIDIARIES                CONSOLIDATED SUBSIDIARIES
                                                        (AMERCO)                       (SAC HOLDINGS)
                                               ----------------------------      ----------------------------
                                                   2001            2000             2001             2000
                                               -----------      -----------      -----------      -----------
                                                    (IN THOUSANDS)                  (IN THOUSANDS)

<S>                                            <C>              <C>              <C>              <C>
Revenues:
   Rental revenue                              $   980,095      $   951,058      $    77,816      $    63,191
   Net sales                                       158,556          155,078           16,855           11,514
   Premiums                                        308,261          210,102               --               --
   Net investment and interest income               68,101           72,082               --               --
                                               -----------      -----------      -----------      -----------
       Total revenues                            1,515,013        1,388,320           94,671           74,705
                                               -----------      -----------      -----------      -----------
Costs and expenses:
   Operating expenses                              783,219          745,039           44,039           34,781
   Cost of sales                                    89,116           87,600            8,387            7,185
   Benefits and losses                             276,260          170,678               --               --
   Amortization of deferred policy
     acquisition costs                              32,346           25,112               --               --
   Lease expense                                   133,130          132,395              564              470
   Depreciation, net                                68,754           69,552            6,705            5,295
                                               -----------      -----------      -----------      -----------
       Total costs and expenses                  1,382,825        1,230,376           59,695           47,731
                                               -----------      -----------      -----------      -----------
       Earnings from operations                    132,188          157,944           34,976           26,974
                                               -----------      -----------      -----------      -----------
   Interest expense                                 58,842           65,287           39,078           37,673
                                               -----------      -----------      -----------      -----------
       Pretax earnings (loss)                       73,346           92,657           (4,102)         (10,699)
                                               -----------      -----------      -----------      -----------
   Income tax expense                              (26,869)         (32,983)            (308)            (804)

Earnings (loss) from operations before
   minority interest and extraordinary
   loss on early extinguishment of debt             46,477           59,674           (4,410)         (11,503)
Minority interest                                       --               --               --               --
                                               -----------      -----------      -----------      -----------
Earnings (loss) before extraordinary loss
   on early extinguishment of debt                  46,477           59,674           (4,410)         (11,503)
                                               -----------      -----------      -----------      -----------
</TABLE>


<TABLE>
<CAPTION>

                                                    ADJUSTMENTS AND
                                                      ELIMINATIONS
                                              ----------------------------
                                                  2001           2000             2001            2000
                                              -----------      -----------      -----------      -----------
                                              (IN THOUSANDS)                        (IN THOUSANDS, EXCEPT
                                                                                    SHARE AND PER SHARE DATA)
<S>                                            <C>              <C>             <C>              <C>
Revenues:
   Rental revenue                             $  (5,689)e)     $  (4,523)e)     $ 1,052,222      $ 1,009,726
   Net sales                                         --               --            175,411          166,592
   Premiums                                          --               --            308,261          210,102
   Net investment and interest income           (21,652)f)       (21,523)f)          46,449           50,559
                                              ---------        ---------        -----------      -----------
       Total revenues                           (27,341)         (26,046)         1,582,343        1,436,979
                                              ---------        ---------        -----------      -----------
Costs and expenses:
   Operating expenses                            (5,689)e)        (4,523)e)         821,569          775,297
   Cost of sales                                     --               --             97,503           94,785
   Benefits and losses                               --               --            276,260          170,678
   Amortization of deferred policy
     acquisition costs                               --               --             32,346           25,112
   Lease expense                                     --               --            133,694          132,865
   Depreciation, net                             (3,100)d)        (1,500)d)          72,359           73,347
                                              ---------        ---------        -----------      -----------
       Total costs and expenses                  (8,789)          (6,023)         1,433,731        1,272,084
                                              ---------        ---------        -----------      -----------
       Earnings from operations                 (18,552)         (20,023)           148,612          164,895
                                              ---------        ---------        -----------      -----------
   Interest expense                             (21,652)f)       (21,523)f)          76,268           81,437
                                              ---------        ---------        -----------      -----------
       Pretax earnings (loss)                     3,100            1,500             72,344           83,458
                                              ---------        ---------        -----------      -----------
   Income tax expense                            (1,100)            (525)           (28,277)         (34,312)

Earnings (loss) from operations before
   minority interest and extraordinary
   loss on early extinguishment of debt           2,000              975             44,067           49,146
Minority interest                                 2,410           10,528              2,410           10,528
                                              ---------        ---------        -----------      -----------
Earnings (loss) before extraordinary loss
   on early extinguishment of debt                4,410           11,503             46,477           59,674
                                              ---------        ---------        -----------      -----------
</TABLE>

                            See accompanying notes.

                                      -26-
<PAGE>
NOTE 11 - CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS,CONTINUED
NINE MONTHS ENDED DECEMBER 31 (UNAUDITED)


<TABLE>
<CAPTION>
                                                 AMERCO AND CONSOLIDATED         SAC HOLDING CORPORATION AND
                                                      SUBSIDIARIES                CONSOLIDATED SUBSIDIARIES
                                                        (AMERCO)                       (SAC HOLDINGS)
                                               ----------------------------      ----------------------------
                                                   2001            2000             2001             2000
                                               -----------      -----------      -----------      -----------
                                                    (IN THOUSANDS)                  (IN THOUSANDS)

<S>                                            <C>              <C>              <C>              <C>

Extraordinary loss on early extinguishment
   of debt, net of tax of $1,160                        --           (2,121)              --               --
                                               -----------      -----------      -----------      -----------
        Net earnings                           $    46,477      $    57,553      $    (4,410)     $   (11,503)
                                               ===========      ===========      ===========      ===========

Basic and diluted earnings per common share:
   Earnings before extraordinary loss on
     early extinguishment of debt
   Extraordinary loss on early
     extinguishment of debt, net

       Net earnings

Basic and diluted average common
   shares outstanding

</TABLE>


<TABLE>
<CAPTION>

                                                      ADJUSTMENTS AND
                                                        ELIMINATIONS
                                                ----------------------------
                                                    2001           2000             2001            2000
                                                -----------      -----------      -----------      -----------
                                                       (IN THOUSANDS)                   (IN THOUSANDS, EXCEPT
                                                                                      SHARE AND PER SHARE DATA)
<S>                                              <C>              <C>             <C>              <C>

Extraordinary loss on early extinguishment
   of debt, net of tax of $1,160                         --               --               --           (2,121)
                                                -----------      -----------      -----------      -----------
        Net earnings                            $     4,410      $    11,503      $    46,477      $    57,553
                                                ===========      ===========      ===========      ===========

Basic and diluted earnings per common share:
   Earnings before extraordinary loss on
     early extinguishment of debt                                                       1.74              2.32
   Extraordinary loss on early
     extinguishment of debt, net                                                          --             (0.10)
                                                                                  -----------      -----------
       Net earnings                                                               $      1.74      $      2.22
                                                                                  ===========      ===========
Basic and diluted average common
   shares outstanding                                                              21,092,225       21,539,821
                                                                                  ===========      ===========
</TABLE>

                           See accompanying notes.

                                      -27-
<PAGE>
NOTE 11 - CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS
QUARTERS ENDED DECEMBER 31 (UNAUDITED)

<TABLE>
<CAPTION>
                                               AMERCO AND CONSOLIDATED      SAC HOLDING CORPORATION AND
                                                    SUBSIDIARIES            CONSOLIDATED SUBSIDIARIES
                                                      (AMERCO)                    (SAC HOLDINGS)
                                               ------------------------      ------------------------
                                                  2001           2000           2001           2000
                                               ---------      ---------      ---------      ---------
                                                    (IN THOUSANDS)                  (IN THOUSANDS)

<S>                                           <C>             <C>           <C>             <C>
Revenues:
   Rental revenue                              $ 279,114      $ 270,775      $  24,810      $  23,292
   Net sales                                      40,284         41,117          4,534          3,600
   Premiums                                      105,381         88,607             --             --
   Net investment and interest income             21,142         25,478             --             --
                                               ---------      ---------      ---------      ---------
       Total revenues                            445,921        425,977         29,344         26,892
                                               ---------      ---------      ---------      ---------

Costs and expenses:
   Operating expenses                            256,496        258,200         14,993         13,603
   Cost of sales                                  23,950         21,626          2,440          2,771
   Benefits and losses                            95,487         74,863             --             --
   Amortization of deferred policy
     acquisition costs                            11,413          8,554             --             --
   Lease expense                                  42,905         45,859            175            193
   Depreciation, net                              27,923         25,067          2,571          2,225
                                               ---------      ---------      ---------      ---------
       Total costs and expenses                  458,174        434,169         20,179         18,792
                                               ---------      ---------      ---------      ---------
       Earnings (loss) from operations           (12,253)        (8,192)         9,165          8,100
                                               ---------      ---------      ---------      ---------
   Interest expense                               17,986         21,235         11,795         13,581
                                               ---------      ---------      ---------      ---------
       Pretax loss                               (30,239)       (29,427)        (2,630)        (5,481)
                                               ---------      ---------      ---------      ---------
   Income tax benefit (expense)                   10,027         10,256           (197)          (412)

Earnings (loss) from operations before
   minority interest and extraordinary
   loss on early extinguishment of debt          (20,212)       (19,171)        (2,827)        (5,893)
Minority interest                                     --             --             --             --
                                               ---------      ---------      ---------      ---------
Net loss before extraordinary loss
   on early extinguishment of debt               (20,212)       (19,171)        (2,827)        (5,893)
                                               ---------      ---------      ---------      ---------
</TABLE>


<TABLE>
<CAPTION>

                                               ADJUSTMENTS AND
                                                 ELIMINATIONS
                                           ------------------------      ---------      ---------
                                              2001           2000           2001            2000
                                           ---------      ---------      ---------      ---------
                                                   (IN THOUSANDS)            (IN THOUSANDS, EXCEPT
                                                                           SHARE AND PER SHARE DATA)
<S>                                        <C>            <C>            <C>            <C>
Revenues:
   Rental revenue                          $  (1,801)e)   $  (1,655)e)    $  302,123      $ 292,412
   Net sales                                      --             --           44,818         44,717
   Premiums                                       --             --          105,381         88,607
   Net investment and interest income         (6,054)f)      (6,594)f)        15,088         18,884
                                           ---------      ---------       ----------      ---------
       Total revenues                         (7,855)        (8,249)         467,410        444,620
                                           ---------      ---------       ----------      ---------

Costs and expenses:
   Operating expenses                         (1,801)e)      (1,655)e)       269,688        270,148
   Cost of sales                                  --             --           26,390         24,397
   Benefits and losses                            --             --           95,487         74,863
   Amortization of deferred policy
     acquisition costs                            --             --           11,413          8,554
   Lease expense                                  --             --           43,080         46,052
   Depreciation, net                          (1,000)d)        (500)d)        29,494         26,792
                                           ---------      ---------      -----------      ---------
       Total costs and expenses               (2,801)        (2,155)         475,552        450,806
                                           ---------      ---------      -----------      ---------
       Earnings (loss) from operations        (5,054)        (6,094)          (8,142)        (6,186)
                                           ---------      ---------      -----------      ---------
   Interest expense                           (6,054)f)      (6,594)f)        23,727         28,222
                                           ---------      ---------      -----------      ---------
       Pretax loss                             1,000            500          (31,869)       (34,408)
                                           ---------      ---------      -----------      ---------
   Income tax benefit (expense)                 (350)          (175)           9,480          9,669

Earnings (loss) from operations before
   minority interest and extraordinary
   loss on early extinguishment of debt          650            325          (22,389)       (24,739)
Minority interest                              2,177          5,568            2,177          5,568
                                           ---------      ---------      -----------      ---------
Net loss before extraordinary loss
   on early extinguishment of debt             2,827          5,893          (20,212)       (19,171)
                                           ---------      ---------      -----------      ---------
</TABLE>

                           See accompanying notes.

                                      -28-
<PAGE>
NOTE 11 - CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS, CONTINUED
QUARTERS ENDED DECEMBER 31 (UNAUDITED)

<TABLE>
<CAPTION>
                                               AMERCO AND CONSOLIDATED      SAC HOLDING CORPORATION AND
                                                    SUBSIDIARIES            CONSOLIDATED SUBSIDIARIES
                                                      (AMERCO)                    (SAC HOLDINGS)
                                               ------------------------      ------------------------
                                                  2001           2000           2001           2000
                                               ---------      ---------      ---------      ---------
                                                    (IN THOUSANDS)                  (IN THOUSANDS)

<S>                                           <C>             <C>           <C>             <C>
Extraordinary loss on early extinguishment
   of debt, net of tax of $1,160                      --         (2,121)            --             --
                                               ---------      ---------      ---------      ---------

       Net loss                                $ (20,212)     $ (21,292)     $  (2,827)     $  (5,893)
                                               =========      =========      =========      =========

Basic and diluted earnings per common share:
   Earnings before extraordinary loss on
     early extinguishment of debt
   Extraordinary loss on early
     extinguishment of debt, net

       Net loss

Basic and diluted average common
   shares outstanding

</TABLE>


<TABLE>
<CAPTION>

                                                  ADJUSTMENTS AND
                                                    ELIMINATIONS
                                              ------------------------      ---------      ---------
                                                 2001           2000           2001            2000
                                              ---------      ---------      ---------      ---------
                                                      (IN THOUSANDS)            (IN THOUSANDS, EXCEPT
                                                                              SHARE AND PER SHARE DATA)
<S>                                           <C>            <C>          <C>            <C>
Extraordinary loss on early extinguishment
   of debt, net of tax of $1,160                     --             --             --         (2,121)
                                              ---------      ---------      ---------      ---------

       Net loss                               $   2,827      $   5,893     $  (20,212)   $   (21,292)
                                              =========      =========     ==========    ===========

Basic and diluted earnings per common share:
   Earnings before extraordinary loss on
     early extinguishment of debt                                               (1.12)        (1.05)
   Extraordinary loss on early
     extinguishment of debt, net                                                   --         (0.10)
                                                                          -----------    ----------
       Net loss                                                           $     (1.12)   $    (1.15)
                                                                          ===========    ===========
Basic and diluted average common
   shares outstanding                                                      20,892,342     21,406,688
                                                                          ===========    ===========
</TABLE>

                           See accompanying notes.

                                      -29-
<PAGE>

      AMERCO AND CONSOLIDATED SUBSIDIARIES AND SAC HOLDING CORPORATION AND
                            CONSOLIDATED SUBSIDIARIES

Note 11 - Notes to Consolidating Information

December 31, 2001 and 2000

a)    To eliminate the investment of AMERCO stock held by SAC Holdings.

b)    To eliminate notes payable and other liabilities payable to AMERCO from
      SAC Holdings.

c)    To eliminate minority interest investment held by RepWest and Oxford.

d)    To eliminate the gain on sale of assets and related deferred taxes from
      AMERCO to SAC Holdings

e)    To eliminate management fees received by AMERCO from SAC Holdings.

f)    To eliminate interest income received by AMERCO from SAC Holdings.


                                       30
<PAGE>
            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


FORWARD-LOOKING STATEMENTS

         This Quarterly report on Form 10-Q/A contains forward-looking
statements. Additional written or oral forward-looking statements may be made by
AMERCO or the consolidated group from time to time in filings with the
Securities and Exchange Commission or otherwise. Management believes such
forward-looking statements are within the meaning of the safe-harbor provisions.
Such statements may include, but are not limited to, projections of revenues,
income or loss, estimates of capital expenditures, the anticipated results of
legal proceedings against the Company, plans for future operations, products or
services and financing needs or plans, as well as assumptions relating to the
foregoing. The words "believe", "expect", "anticipate", "estimate", "project"
and similar expressions identify forward-looking statements, which speak only as
of the date the statement was made. Forward-looking statements are inherently
subject to risks and uncertainties, some of which cannot be predicted or
quantified. Future events and actual results could differ materially from those
set forth in, contemplated by or underlying the forward-looking statements. Some
of the important factors that could cause our actual results, performance or
financial condition to differ materially from our expectations are: fluctuations
in our costs to maintain and update our fleet and facilities; changes in
government regulations, particularly environmental regulations; our credit
ratings; changes in demand for our products; changes in the general domestic
economy; degree and nature of our competition; and other factors described in
this Quarterly Report on Form 10-Q/A or the other documents we file with the
Securities and Exchange Commission. As a result of these factors AMERCO's stock
price may fluctuate dramatically.


GENERAL

         Information on industry segments is incorporated by reference from
"Item 1. Financial Statements - Notes 1, 3 and 9 of Notes to Condensed
Consolidated Financial Statements". The notes discuss the principles of
combination and consolidation, summarized consolidated financial information and
industry segment and geographical area data, respectively. In consolidation, all
intersegment premiums are eliminated and the benefits, losses and expenses are
retained by the insurance companies.

         For a discussion of new accounting standards please refer to Note 8 of
the Consolidated Financial Statements.


                                       31
<PAGE>
RESULTS OF OPERATIONS

NINE MONTHS ENDED DECEMBER 31, 2001 VERSUS NINE MONTHS ENDED DECEMBER 31, 2000

MOVING AND STORAGE OPERATIONS

<TABLE>
<CAPTION>
                                                                     Adjustments
                                                                         and
                                  AMERCO          SAC Holdings       Eliminations        Total
                               -----------------------------------------------------------------
                                                        (in thousands)
<S>                            <C>                <C>                <C>              <C>
Nine months ended
December 31, 2001
Revenues:
 Outside                       $ 1,152,824            94,671           (27,341)        1,220,154
 Intersegment                           --                --                --                --
                               -----------           -------          --------         ---------
 Total revenues                $ 1,152,824            94,671           (27,341)        1,220,154
Depreciation/amortization      $    78,824             6,705            (3,100)           82,429
Interest expense               $    58,842            39,078           (21,652)           76,268
Pretax earnings (loss)         $    67,935            (4,102)            3,100            66,933
Income tax expense             $   (25,399)             (308)           (1,100)          (26,807)
Identifiable assets            $ 1,493,042           577,285          (402,725)        1,667,602
</TABLE>

<TABLE>
<CAPTION>
                                                                       Adjustments
                                                                           and
                                    AMERCO          SAC Holdings       Eliminations        Total
                                 -----------------------------------------------------------------
                                                        (in thousands)
<S>                              <C>                <C>                <C>              <C>
Nine months ended
December 31, 2000
Revenues:
 Outside                         $ 1,126,987            74,705           (26,046)        1,175,646
 Intersegment                             --                --                --                --
                                 -----------           -------          --------         ---------
 Total revenues                  $ 1,126,987            74,705           (26,046)        1,175,646
Depreciation/amortization        $    77,721             5,295            (1,500)           81,516
Interest expense                 $    65,287            37,673           (21,523)           81,437
Pretax earnings (loss)           $    79,752           (10,699)            1,500            70,553
Income tax expense               $   (29,235)             (804)             (525)          (30,564)
Extraordinary loss on early
 extinguishment of debt          $    (2,121)               --                --            (2,121)
Identifiable assets              $ 1,451,906           522,839          (365,437)        1,609,308
</TABLE>


AMERCO

         Revenues consist of rental revenues and net sales. Total rental revenue
was $976.1 million and $949.6 million for the nine months ended December 31,
2001 and 2000, respectively. Net revenues from the rental of moving equipment
increased by $18.9 million. The increase was primarily attributable to higher
truck and trailer rental revenues and storage revenues, caused by increases in
prices and improvements in fleet utilization and storage occupancy.

         Net sales revenues were $158.5 million and $155.0 million for the nine
months ended December 31, 2001 and 2000, respectively. Revenue growth resulted
from an increase in the sale of moving support items and an increase in the sale
of propane.

         Cost of sales was $89.1 million and $87.6 million for the nine months
ended December 31, 2001 and 2000, respectively.

         Operating expenses before intercompany eliminations were $768.0 million
and $743.8 million for the nine months ended December 31, 2001 and 2000,
respectively. Increased expenditure levels for personnel and rental equipment
maintenance, due to an increase in truck rental transactions, were primarily
responsible.

         Net depreciation expense was $73.1 million and $59.8 million for the
nine months ended December 31, 2001 and 2000, respectively. The increase
reflects depreciation on the rental truck fleet.

         Operating profit before tax and intercompany elimination was $94.2
million and $102.5 million for the nine months ended December 31, 2001 and 2000,
respectively.

                                       32
<PAGE>
SAC HOLDINGS

         Rental revenues of $77.8 million and $63.2 million were recognized
during the nine months ended December 31, 2001 and 2000, respectively. Increased
facility capacity through the acquisition of new locations and increased storage
rates accounted for the increase. The occupancy of existing storage locations
has remained stable.

         Net sales revenue was $16.9 million and $11.5 million for the nine
months ended December 31, 2001 and 2000, respectively. The growth is related to
the acquisition of new locations.

         Operating expense were $44.0 million and $34.8 million for the nine
months ended December 31, 2001 and 2000, respectively. Personnel costs,
liability insurance, property taxes and utility expenses all increased
proportionately in relation to the increased revenues from the acquisition of
new locations.

         Net depreciation expense was $6.7 million and $5.3 million for the nine
months ended December 31, 2001 and 2000, respectively. The increase is
attributed to the acquisition of new locations.

         Operating profit before interest and tax were $35.0 million and $27.0
million for the nine months ended December 31, 2001 and 2000, respectively.


AMERCO'S REAL ESTATE OPERATIONS

         Rental revenue before intercompany eliminations was $52.3 million and
$54.1 million for the nine months ended December 31, 2001 and 2000,
respectively. Intercompany revenue was $48.3 million and $52.6 million for the
nine months ended December 31, 2001 and 2000, respectively.

         Net investment and interest income was $6.9 million and $7.8 million
for the nine months ended December 31, 2001 and 2000, respectively.

         Net depreciation expense (income) was $(4.3) million and $9.7 million
for the nine months ended December 31, 2001 and 2000, respectively. The decrease
is due to an increase in the gain from the sale of property plant and equipment.

         Operating profit before tax and intercompany elimination was $31.1
million and $10.5 million for the nine months ended December 31, 2001 and 2000,
respectively. The increase mainly reflects a gain of $12.5 million on sales of
property plant and equipment and a decrease in net lease cost.


PROPERTY AND CASUALTY

         RepWest's premiums were $193.0 million and $135.7 million for the nine
months ended September 30, 2001 and 2000, respectively. General agency premiums
were $86.5 million and $37.5 million for the nine months ended September 30,
2001 and 2000, respectively. The change from 2000 to 2001 was the result of two
agency programs, Non-Standard Auto and Transportation, which are responsible for
$35.7 million of the increase. In addition, commercial agency business increased
by $11.7 million for the same period. Assumed treaty reinsurance premium was
$52.0 million and $50.5 million for the nine months ended September 30, 2001 and
2000, respectively. Of this increase, $8.1 million is associated with two
Non-Standard Auto treaties, offset by a $5.1 million decrease in Crop Hail
Premiums along with an additional $1.4 million decrease resulting from the
non-renewal of numerous treaties in 2001. Direct Multiple Peril premiums were
$26.0 million and $19.5 million for the nine months ended September 30, 2001 and
2000, respectively. The change from 2000 is a result of rate increases across
the entire book of business. Rental industry revenue was $28.5 million and $28.2
million for the nine months ended September 30, 2001 and 2000, respectively.

         Net investment income was $24.0 million and $23.7 million for the nine
months ended September 30, 2001 and 2000, respectively.

         Benefits and losses were $188.3 million and $116.4 million for the nine
months ended September 30, 2001 and 2000, respectively. This increase is due to
the Non-Standard Auto, Transportation and commercial agency programs, as well as
to the assumed treaty reinsurance and Direct Multiple Peril business.

         The amortization of deferred acquisition costs (DAC) was $17.8 million
and $10.1 million for the nine months ended September 30, 2001 and 2000,
respectively. The increase is mainly due to the premium growth and resultant
deferral of acquisition expenses in 2000 for the assumed treaty and general
agency programs.

                                       33
<PAGE>
         Operating expenses were $42.6 million and $37.8 million for the nine
months ended September 30, 2001 and 2000, respectively. The increase is a result
of commissions on new agency business premium and premium taxes resulting from
increased premium writings.

         Operating loss before tax and intercompany elimination was $31.7
million and $4.9 million for the nine months ended September 30, 2001 and 2000,
respectively. The decrease is mainly attributable to a significant increase in
incurred losses associated with Direct Multiple Peril, assumed treaty business
and increased operating expense, offset by an increase in earned premiums.


LIFE INSURANCE

         Net premiums were $119.7 million and $78.3 million for the nine months
ended September 30, 2001 and 2000, respectively. Medicare Supplement premiums
increased by $41.3 million; driven by new business, rate increases, and the
acquisition of Christian Fidelity Life Insurance Company (CFLIC).

         Net investment income before intercompany eliminations was $19.0
million and $18.2 million for the nine months ended September 30, 2001 and 2000,
respectively. The increase was primarily due to realized gains, offset by
decreasing market interest rates.

         Benefits incurred were $88.0 million and $54.2 million for the nine
months ended September 30, 2001 and 2000, respectively. This increase is
primarily due to a greater volume of Medicare supplement business in force from
the acquisition of CFLIC and new business, which accounts for $27.2 million and
$6.2 million, respectively.

         Amortization of DAC and the value of business acquired (VOBA) was $14.5
million and $15.0 million for the nine months ended September 30, 2001 and 2000,
respectively. The decrease is primarily due to a smaller volume of credit
insurance written.

         Operating expenses were $30.2 million and $19.9 million for the nine
months ended September 30, 2001 and 2000, respectively. Commissions and premium
taxes have increased $7.0 million and personnel and other operating expenses,
net of fees collected, increased by $2.8 million primarily due to the increase
in Medicare supplement business, of which the acquisition of CFLIC accounts for
the majority of the increase.

         Operating profit before tax and intercompany eliminations was $6.0
million and $7.4 million for the nine months ended September 30, 2001 and 2000,
respectively. The decrease is primarily due to smaller spreads from the deferred
annuity business and higher loss ratios for the credit insurance business;
offset by loss ratio improvements in Medicare supplement.


INTEREST EXPENSE


AMERCO

         Interest expense was $58.8 million and $65.3 million for the nine
months ended December 31, 2001 and 2000, respectively. The decrease can be
attributed to lower cost of funds on borrowed money.


SAC HOLDINGS

         Interest expense was $39.1 million and $37.7 million for the nine
months ended December 31, 2001 and 2000, respectively. The increase is due to
higher amounts of debt outstanding due to the acquisition of new locations.


CONSOLIDATED GROUP

         As a result of the foregoing, pretax earnings totaled $72.3 million and
$83.5 million for the nine months ended December 31, 2001 and 2000,
respectively. After providing for income taxes, net earnings were $44.1 million
and $49.1 million for the nine months ended December 31, 2001 and 2000,
respectively. Following adjustments for an extraordinary loss from the early
extinguishment of debt of $2.1 million for the nine months ended December 31,
2000 and elimination of SAC Holdings, net earnings were $46.5 and $57.6 for the
nine months ended December 31, 2001 and 2000, respectively. The net earnings of
SAC Holdings are completely eliminated because AMERCO does not have an equity
interest in SAC Holdings. The presentation of consolidated statements is due to
a revised interpretation of ETIF 90-15 by the AMERCO's independent public
accountants. AMERCO agrees with this interpretation.


                                       34
<PAGE>
QUARTER ENDED DECEMBER 31, 2001 VERSUS QUARTER ENDED DECEMBER 31, 2000

MOVING AND STORAGE OPERATIONS

<TABLE>
<CAPTION>
                                                                        Adjustments
                                                                            and
                                     AMERCO           SAC Holdings      Eliminations        Total
                                  -----------------------------------------------------------------
                                                            (in thousands)
<S>                               <C>                 <C>               <C>              <C>
Quarter ended
December 31, 2001
Revenues:
 Outside                          $   319,027            29,344            (7,855)          340,516
 Intersegment                              --                --                --                --
                                  -----------           -------          --------         ---------
 Total revenues                   $   319,027            29,344            (7,855)          340,516
Depreciation/amortization         $    26,404             2,571            (1,000)           27,975
Interest expense                  $    17,986            11,795            (6,054)           23,727
Pretax loss                       $   (28,010)           (2,630)            1,000           (29,640)
Income tax benefit (expense)      $     9,009              (197)             (350)            8,462
Identifiable assets               $ 1,493,042           577,285          (402,725)        1,667,602
</TABLE>

<TABLE>
<CAPTION>
                                                                        Adjustments
                                                                            and
                                     AMERCO           SAC Holdings      Eliminations        Total
                                  -----------------------------------------------------------------
                                                            (in thousands)
<S>                               <C>                 <C>               <C>              <C>
Quarter ended
December 31, 2000
Revenues:
 Outside                          $   320,572            26,892            (8,249)          339,215
 Intersegment                              --                --                --                --
                                  -----------           -------          --------         ---------
 Total revenues                   $   320,572            26,892            (8,249)          339,215
Depreciation/amortization         $    29,035             2,225              (500)           30,760
Interest expense                  $    21,235            13,581            (6,594)           28,222
Pretax loss                       $   (27,593)           (5,481)              500           (32,574)
Income tax benefit (expense)      $     9,454              (412)             (175)            8,867
Extraordinary loss on early
 extinguishment of debt           $    (2,121)               --                --            (2,121)
Identifiable assets               $ 1,451,906           522,839          (365,437)        1,609,308
</TABLE>


AMERCO

         Revenues consist of rental revenues and net sales. Total rental revenue
was $273.7 million and $270.5 million for the quarters ended December 31, 2001
and 2000, respectively. Net revenues from the rental of moving related equipment
increased by $2.8 million. This increase is primarily attributable to higher
truck and trailer rental revenues and storage revenues, caused by increases in
prices and improvements in fleet utilization and storage occupancy.

         Net sales revenues were $40.3 million and $41.0 million for the
quarters ended December 31, 2001 and 2000, respectively.

         Cost of sales was $23.9 million and $21.6 million for the quarters
ended December 31, 2001 and 2000, respectively.

         Operating expenses before intercompany elimination were $247.0 million
and $252.0 million for the quarters ended December 31, 2001 and 2000,
respectively. The decrease reflects lower rental equipment and building
maintenance expenditures.

         Net depreciation expense was $26.2 million and $20.7 million for the
quarters ended December 31, 2001 and 2000, respectively. The increase reflects
an increase in depreciation recognized on the rental truck fleet.

         Operating loss before tax and intercompany elimination was $18.0
million and $19.1 million for the quarters ended December 31, 2001 and 2000,
respectively. The increase reflects increases in revenues over increases in
operating expenses.


SAC HOLDINGS

         Rental revenues of $24.8 million and $23.3 million were recognized
during the quarters ended December 31, 2001 and 2000, respectively. Increased
facility capacity through the acquisition of new locations and increased storage
rates accounted for the increase. The occupancy of existing storage locations
has remained stable.

                                       35
<PAGE>
         Net sales revenue was $4.5 million and $3.6 million for the quarters
ended December 31, 2001 and 2000, respectively. The growth is related to the
acquisition of new locations.

         Operating expense were $15.0 million and $13.6 million for the quarters
ended December 31, 2001 and 2000, respectively. Personnel costs, liability
insurance, property taxes and utility all increased proportionately in relation
to the increased revenues from acquisition of new locations.

         Net depreciation expense was $2.6 million and $2.2 million for the
quarter ended December 31, 2001 and 2000, respectively. The increase is
attributed to acquisition of new locations.

         Operating profit before interest and tax were $9.2 million and $8.1
million for the quarters ended December 31, 2001 and 2000, respectively.


AMERCO'S REAL ESTATE OPERATIONS

         Rental revenue before intercompany eliminations was $17.4 million and
$18.0 million for the quarters ended December 31, 2001 and 2000, respectively.
Intercompany revenue was $12.0 million and $17.8 million for the quarters ended
December 31, 2001 and 2000, respectively.

         Net investment and interest income was $2.1 million and $2.7 million
for the quarters ended December 31, 2001 and 2000, respectively.

         Net depreciation expense was $1.7 million and $4.4 million for the
quarters ended December 31, 2001 and 2000, respectively. The decrease reflects
the gain realized from the sale of property plant and equipment.

         Operating profit before tax and intercompany elimination was $8.4
million and $2.4 million for the quarters ended December 31, 2001 and 2000,
respectively. The increase reflects increases in the sale of property plant and
equipment and a decrease in net lease cost.


PROPERTY AND CASUALTY

         RepWest's premiums were $64.7 million and $63.4 million for the
quarters ended September 30, 2001 and 2000, respectively. General agency
premiums were $23.7 million and $17.3 million for the quarters ended September
30, 2001 and 2000, respectively. The change from 2000 to 2001 was the result of
Non-Standard Auto, Transportation and commercial agency programs, which are
responsible for $6.0 million of the increase. Assumed treaty reinsurance premium
were $20.3 million and $27.5 million for the quarters ended September 30, 2001
and 2000, respectively. This decrease is mainly attributable to a $4.4 million
decrease in Crop Hail premiums from 2000 to 2001. Direct Multiple Peril Premiums
were $10.0 million and $7.4 million for the quarters ended September 30, 2001
and 2000, respectively. This increase is a result of rate increases that took
effect in the third quarter of 2001.

         Net investment income was $8.1 million and $8.0 million for the
quarters ended September 30, 2001 and 2000, respectively.

         Benefits and losses incurred were $65.6 million and $56.3 million for
the quarters ended September 30, 2001 and 2000, respectively. The increase is a
result of Non-Standard Auto and Transportation general agency and Direct
Multiple Peril programs, offset by a decrease in Crop Hail business.

         The amortization of DAC was $6.2 million and $3.8 million for the
quarters ended September 30, 2001 and 2000, respectively. The increase is due to
the increase in premium writings.

         Operating expenses were $13.8 million and $18.0 million for the
quarters ended September 30, 2001 and 2000, respectively. The change is due to
decreased commission expense resulting from a commission cap that was reached on
Non-Standard Auto business, the non-renewal of numerous assumed reinsurance
treaties and a decrease in DAC, offset by an increase in general and
administrative expenses resulting from taxes associated with increased premium
writings.

                                       36
<PAGE>
         Operating loss before tax and intercompany elimination was $12.8
million and $6.8 million for the quarters ended September 30, 2001 and 2000,
respectively. The decrease is mainly attributable to an increase in incurred
losses associated with Direct Multiple Peril business, along with a decrease in
the capitalization of DAC, offset by an increase in earned premiums and a
decrease in operating expenses.


LIFE INSURANCE

         Net premiums were $42.2 million and $26.8 million for the quarters
ended September 30, 2001 and 2000, respectively. Medicare Supplement premiums
increased by $15.0 million from new business, rate increases and the acquisition
of CFLIC.

         Net investment income before intercompany eliminations was $5.8 million
for the quarters ended September 30, 2001 and 2000.

         Benefits were $29.9 million and $18.5 million for the quarters ended
September 30, 2001 and 2000, respectively. $11.7 million of the increase is due
to a greater volume of Medicare supplement business in force, of which the
acquisition of CFLIC accounts for the majority.

         Amortization of DAC and VOBA was $5.2 million and $4.8 million for the
quarters ended September 30, 2001 and 2000, respectively. The increase is due
primarily to annuity DAC amortization.

         Operating expenses were $10.8 million and $6.6 million for the quarters
ended September 30, 2001 and 2000, respectively. Commissions and premium taxes
have increased by $2.4 million primarily due to the increase in Medicare
supplement premiums. Personnel and other operating expenses, net of fees
collected, increased by $1.2 million primarily from the acquisition of CFLIC.

         Operating profit before tax and intercompany eliminations was $2.1
million and $2.6 million for the quarters ended September 30, 2001 and 2000,
respectively. The decrease is primarily due to smaller spreads on the deferred
annuity business and higher loss ratios on the credit disability business offset
by improved loss ratios for the Medicare supplement business.


INTEREST EXPENSE

AMERCO

         Interest expense was $18.0 million and $21.2 million for the quarters
ended December 31, 2001 and 2000, respectively. The decrease can be attributed
to lower cost of funds on borrowed money.


SAC HOLDINGS

         Interest expense was $11.8 million and $13.6 million for the quarters
ended December 31, 2001 and 2000, respectively. The decrease is due to lower
cost of funds on borrowed money.


CONSOLIDATED GROUP

         As a result of the foregoing, pretax loss was $31.9 million and $34.4
million for the quarters ended December 31, 2001 and 2000, respectively. After
providing for income taxes, net loss was $22.4 million and $24.7 million for the
quarters ended December 31, 2001 and 2000, respectively. Following adjustments
for an extraordinary loss from the early extinguishment of debt of $2.1 million
for the quarter ended December 31, 2000 and the elimination of SAC Holdings, the
net loss was $20.2 million and $21.3 million for the quarters ended December 31,
2001 and 2000, respectively.


                                       37
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

AMERCO'S MOVING AND STORAGE OPERATIONS

         To meet the needs of its customers, U-Haul maintains a large inventory
of rental items. In the nine months ended December 31, 2001 and 2000, capital
expenditures were $144.1 million and $280.3 million, respectively (See note 7
for additional discussion). These expenditures primarily reflect the renewal of
the rental truck fleet. The capital required to fund these acquisitions was
obtained through internally generated funds from operations and through lease
financings.

         Cash provided by operating activities was $82.3 million and $27.5
million for the nine months ended December 31, 2001 and 2000, respectively. The
increase resulted primarily from a decrease in accounts receivable and an
increase in accrued liabilities.

         At December 31, 2001, total outstanding notes and loans payable was
$1,132.6 million as compared to $1,156.8 million at March 31, 2001.


AMERCO'S REAL ESTATE OPERATIONS

         Cash provided (used) by operating activities was $(36.4) million and
$77.6 million for the nine months ended December 31, 2001 and 2000,
respectively. The decrease resulted from a decrease in accrued liabilities.


PROPERTY AND CASUALTY

         Cash provided (used) by operating activities was $(32.0) million and
$20.3 million for nine months ended September 30, 2001 and 2000, respectively.
This change resulted from increased accounts receivable, other assets, unearned
premium reserve and decreased net income from December 2000 to September 2001,
offset by an increase in loss and loss adjusting expense reserves and
reinsurance payables from December 2000 to September 2001.

         RepWest's cash and cash equivalents and short-term investment portfolio
were $6.3 million and $12.0 million at September 30, 2001 and 2000,
respectively. The decrease is a result of an increase in claim payments.

         RepWest maintains a diversified securities investment portfolio,
primarily in bonds, at varying maturity levels with 87.0% of the fixed-income
securities consisting of investment grade securities. The maturity distribution
is designed to provide sufficient liquidity to meet future cash needs. Current
liquidity remains strong with current invested assets equal to 83.7% of total
liabilities.
         The liability for reported and unreported losses is based upon company
historical and industry averages. Unpaid loss adjustment expenses are based on
historical ratios of loss adjustment expenses paid to losses paid. Unpaid loss
and loss expenses are not discounted.


LIFE INSURANCE

         Oxford's primary sources of cash are premiums, receipts from
interest-sensitive products and investment income. The primary uses of cash are
operating costs and benefit payments to policyholders. Matching the investment
portfolio to the cash flow demands of the types of insurance being written is an
important consideration. Benefit and claim statistics are continually monitored
to provide projections of future cash requirements.

         Cash provided (used) by operating activities was $4.8 million and
$(0.3) million for the nine months ended September 30, 2001 and 2000,
respectively. The increase in cash flows from operating activities relates to
increased premium writings and the timing of a settlement offset by higher claim
payments. Cash provided by financing activities was $32.1 million and $7.2
million for the nine months ended September 30, 2001 and 2000, respectively.
Cash flows from deferred annuity sales increase investment contract deposits,
which are a component of financing activities. The increase in investment
contract deposits over 2000 is due to growth in new deposits offset by
withdrawals and terminations of existing deposits.

         In addition to cash flows from operating and financing activities, a
substantial amount of liquid funds is available through Oxford's short-term
portfolio. Short-term investments were $74.0 million and $59.7 million for the
nine months ended September 30, 2001 and 2000, respectively. Management believes
that the overall sources of liquidity will continue to meet foreseeable cash
needs.


SAC HOLDINGS

         Cash used by operating activities was $12.7 million and $0.3 million
for the nine months ended December 31, 2001 and 2000, respectively.

         At December 31, 2001, total outstanding notes and mortgages payable
were $561.6 million compared to $504.2 million at March 31, 2001.


                                       38
<PAGE>
         The SAC Holdings intends to meet its current debt obligations through
cash flows, generated from its operating activities.


CONSOLIDATED GROUP

         At December 31, 2001, total outstanding notes and mortgages payable for
AMERCO and consolidated subsidiaries was $1,132.6 million compared to $1,156.8
million at March 31, 2001. At December 31, 2001, total outstanding notes and
mortgages payable for SAC Holdings and consolidated subsidiaries was $561.6
million compared to $504.2 million at March 31, 2001. SAC Holdings loan
agreements have no guarantees, or triggers that could create a guarantee, from
AMERCO. SAC Holdings' creditors have no recourse to AMERCO. AMERCO is not liable
for the debts of SAC Holdings. Further, there are no cross default provisions on
indebtedness between AMERCO and SAC Holdings.

         AMERCO has no (and has never had any) ownership interest in SAC
Holdings or its subsidiaries. The presentation of the consolidated statements
has no bearing or consideration to the credit agreements or the operations of
each. The accounts of AMERCO and SAC Holdings are presented as consolidated due
to a revised interpretation of EITF 90-15 by the Company's independent public
accountants.

         During each of the fiscal years ended March 31, 2002, 2003 and 2004,
AMERCO estimates gross capital expenditures will average approximately $200
million primarily reflecting rental fleet rotation. This level of capital
expenditures, consolidated with a potential range of $150 - $300 million in
annual long-term debt maturities during this same period, are expected to create
annual average funding needs of approximately $350 - $500 million. The Company
plans to meet these needs through the cash flows, asset sales and various
current and future sources of credit (See Credit Agreements discussion below).
AMERCO has historically enjoyed a substantial and predictable level of cashflow
(EBITDAR) from its non-insurance subsidiaries. These cashflows are dependent on
revenues and expenses that can be impacted by economic trends. In the past, the
Company has not been as affected by these economic trends as other businesses.
Cashflow (defined as EBITDAR) is anticipated to range approximately from $400
million to $425 million annually. The sale of assets is less predictable and
substantially lower than the cashflows. The sale of assets is dependant upon
economic conditions, the amount and nature of sale and leaseback transactions
and AMERCO's fleet rotation program. In many cases, a decline in asset sales is
accompanied by a decrease in capital expenditures.

         The Company intends to meet these needs through cash flows, existing
lines of credit, additional borrowings and sale of assets. We may be unable to
secure such additional borrowings on satisfactory terms or in a timely manner.
Depending on the results of our operations, and general and economic competitive
conditions, many of which we cannot control, we may take certain actions,
including delaying or reducing capital expenditures.

         From time to time, Real Estate sells storage properties to SAC
Holdings. These sales have in the past provided significant cash flows to the
Company. The ability of the Company to engage in similar transactions in the
future is dependent to a large degree on the ability of SAC Holdings to obtain
third party financing for its acquisition of the properties from Real Estate and
in general, its willingness to engage in such transactions.


CREDIT AGREEMENTS

         AMERCO's operations are funded by various credit and financing
arrangements, including unsecured long-term borrowings, unsecured medium-term
notes, revolving lines of credit with banks and operating leases. The operating
leases are primarily used to finance the Company's fleet of trucks and trailers.
As of December 31, 2001, AMERCO had $1,132.6 million in total notes and loans
payable outstanding and total unutilized lines of credit of approximately $95.0
million. The Company is in the process of refinancing its' $400 million
revolving credit facility. The Company is also in the process of completing a
private unsecured debt placement. In addition to the economic pressures, there
has been a reduction in the number of leasing companies and banks, which has had
a negative impact on the financial markets. This has led to less availability
and higher prices. Management of AMERCO believes there are enough leasing
companies and banks to meet Company's financing needs.

         Certain of AMERCO's credit agreements contain restrictive financial and
other covenants, including, among others, covenants with respect to incurring
additional indebtedness, making third party guarantees, entering into contingent
obligations, maintaining certain financial ratios and placing certain additional
liens on its properties, assets and restricting the issuance of certain types of
preferred stock. At December 31, 2001, AMERCO was in compliance with these
covenants. AMERCO's various credit and financing arrangements are affected by
its credit ratings such that were AMERCO to experience a credit downgrade, the
interest rates that it is charged might be increased, which would result in an
increase in the Company's interest expense and its ability to obtain additional
financing.


                                       39
<PAGE>
         SAC Holdings' operations are funded by various mortgage loans and
unsecured notes, with interest rates ranging from 8.0% to 13.0%. SAC does not
utilize revolving lines of credit or leasing facilities to finance its
operations or acquisitions. Certain of SAC's agreements contain restrictive
covenants including coverage ratios and incurring additional subsidiary
indebtedness. At December 31, 2001 SAC Holdings was in compliance with all of
these covenants.

         Reference is made to Note 5 of Notes to Consolidated Financial
Statements in AMERCO's Annual Report on Form 10-K for the fiscal year ended
March 31, 2001 for additional information about AMERCO's credit agreements.


CRITICAL ACCOUNTING POLICIES

PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment are carried at cost and are depreciated
on the straight-line and accelerated methods over the estimated useful lives of
the assets. Building and non-rental equipment have estimated lives ranging from
three to fifty-five years, while rental equipment have estimated lives ranging
from one to twenty years. Maintenance is charged to operating expenses as
incurred, while renewals and betterments are capitalized. Major overhaul costs
are amortized over the estimated period benefited. Gains and losses on
dispositions are netted against depreciation expense when realized. Interest
costs incurred as part of the initial construction of assets are capitalized.
During fiscal year 2002, based on in-depth market analysis, U-Haul increased the
estimated salvage value of certain rental trucks. The effect of the changes
increased net earnings by $2,284,000 ($0.11 per share) for the nine months
ended December 31, 2001. The adjustment reflects management's best estimate,
based on information available, of the estimated salvage value of these rental
trucks.

         AMERCO reviews property, plant and equipment for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be fully recoverable through expected undiscounted future operating cash
flows.

The carrying value of AMERCO's real estate that is no longer necessary for use
in its current operations, and available for sale/lease, at March 31, 2001 and
2000, was approximately $27,691,000 and $27,732,000, respectively. Such
properties available for sale are carried at cost, less accumulated
depreciation, which is less than fair market value.

POLICY BENEFITS AND LOSSES, CLAIMS AND LOSS EXPENSES PAYABLE

         Liabilities for policy benefits payable on traditional life and certain
annuity policies are established in amounts adequate to meet estimated future
obligations on policies in force. These liabilities are computed using mortality
and withdrawal assumptions which are based upon recognized actuarial tables and
contain margins for adverse deviation.

         The liability for annuity contracts, which are accounted for as
investment contract deposits, consists of contract account balances that accrue
to the benefit of the policyholders, excluding surrender charges. Carrying value
of investment contract deposits were $522,207,000 and $461,673,000 at December
31, 2000 and 1999, respectively.

         Liabilities for health and disability and other policy claims and
benefits payable represent estimates of payments to be made on insurance claims
for reported losses and estimates of losses incurred but not yet reported. These
estimates are based on past claims experience and consider current claim trends
as well as social and economic conditions.

         RepWest's liability for reported and unreported losses is based on
RepWest's historical and industry averages. The liability for unpaid loss
adjustment expenses is based on historical ratios of loss adjustment expenses
paid to losses paid. Amounts recoverable from reinsurers on unpaid losses are
estimated in a manner consistent with the claim liability associated with the
reinsured policy. Adjustments to the liability for unpaid losses and loss
expenses as well as amounts recoverable from reinsurers on unpaid losses are
charged or credited to expense in periods in which they are made.


LEASE EXPENSE

         AMERCO uses certain equipment and occupies certain facilities under
operating lease commitments. The majority of the equipment leases are "sale and
leaseback transactions". Certain leases contain renewal and fair market value
purchase options. The leases contain various restrictions similar to the
Company's notes payable and loan agreements. The treatment of these leases is
governed by various accounting pronouncements that include FAS 13, FAS 66 and
FAS 98. Any changes in the treatment of operating leases could have a material
impact on the financial statements AMERCO. At March 31, 2001 the total lease
commitments were approximately $691.7 million.


                                       40
<PAGE>
       ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Reference is made to Part II, Item 7A, Quantitative and Qualitative
Disclosure About Market Risk, in AMERCO's Annual Report on Form 10-K for the
fiscal year ended March 31, 2001.


                                       41
<PAGE>
                           PART II. OTHER INFORMATION


                            ITEM 1. LEGAL PROCEEDINGS

         In the normal course of business, AMERCO is a defendant in a number of
suits and claims. AMERCO is also a party to several administrative proceedings
arising from state and local provisions that regulate the removal and/or cleanup
of underground fuel storage tanks. It is the opinion of management that none of
the suits, claims or proceedings involving AMERCO, individually or in the
aggregate, are expected to result in a material loss.


                                       42
<PAGE>
                    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

<TABLE>
<CAPTION>
     Exhibit No.              Description
     -----------              -----------
<S>               <C>
         3.1      Restated Articles of Incorporation (1)

         3.2      Restated By-Laws of AMERCO as of August 27, 1997 (2)

         10.1     Management Agreement between Eighteen SAC Self Storage
                  Corporation and subsidiaries of AMERCO(1)

         10.2     Management Agreement between Twenty SAC Self Storage
                  Corporation and subsidiaries of AMERCO(1)

         10.3     Management Agreement between Twenty-One SAC Self Storage
                  Corporation and subsidiaries of AMERCO(1)

         10.4     Management Agreement between Twenty-Two SAC Self Storage
                  Corporation and subsidiaries of AMERCO(1)

         10.5     Management Agreement between Twenty-Three SAC Self Storage
                  Corporation and subsidiaries of AMERCO(1)

         10.6     Promissory note between SAC Holding Corporation and a
                  subsidiary of AMERCO.

         10.7     Promissory note between SAC Holding Corporation and a
                  subsidiary of AMERCO.

         10.8     Promissory note between SAC Holding Corporation and Oxford
                  Life Insurance Company.

         10.9     Promissory note between SAC Holding Corporation and a
                  subsidiary of AMERCO.

         10.10    Promissory note between SAC Holding Corporation and a
                  subsidiary of AMERCO.

         10.11    Promissory note between SAC Holding Corporation and a
                  subsidiary of AMERCO.

         10.12    Promissory note between SAC Holding Corporation and a
                  subsidiary of AMERCO.

         10.13    Promissory note between SAC Holding Corporation and a
                  subsidiary of AMERCO.

         10.14    Management Agreement between Securespace Limited Partnership
                  and a subsidiary of AMERCO.

         10.15    Purchase and sale agreement between Eighteen SAC Self-Storage
                  Corporation subsidiaries of AMERCO

         10.16    Purchase and sale agreement between Twenty SAC Self-Storage
                  Corporation, Twenty-One SAC Self-Storage Corporation,
                  Twenty-Two SAC Self-Storage Corporation, Twenty-Three SAC
                  Self-Storage Corporation and subsidiaries of AMERCO
</TABLE>

(b) Reports on Form 8-K.

         No report on Form 8-K was filed during the quarter ended December 31,
2001.


(1)   Filed with the original Form 10-Q filing for the quarter ended December
      31, 2001, file no. 1-11255.

(2)   Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q for
      the quarter ended December 31, 1997, file no. 1-11255.


                                       43
<PAGE>
SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


<TABLE>
<S>                               <C>
                                  AMERCO
                                  ------------------------------------
                                           (Registrant)


Dated: March 27, 2002                    By: /S/ GARY B. HORTON
                                  ------------------------------------
                                       Gary B. Horton, Treasurer
                                     (Principal Financial Officer)
</TABLE>


                                       44
<PAGE>
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
     Exhibit No.              Description
     -----------              -----------
<S>               <C>
         3.1      Restated Articles of Incorporation (1)

         3.2      Restated By-Laws of AMERCO as of August 27, 1997 (2)

         10.1     Management Agreement between Eighteen SAC Self Storage
                  Corporation and subsidiaries of AMERCO(1)

         10.2     Management Agreement between Twenty SAC Self Storage
                  Corporation and subsidiaries of AMERCO(1)

         10.3     Management Agreement between Twenty-One SAC Self Storage
                  Corporation and subsidiaries of AMERCO(1)

         10.4     Management Agreement between Twenty-Two SAC Self Storage
                  Corporation and subsidiaries of AMERCO(1)

         10.5     Management Agreement between Twenty-Three SAC Self Storage
                  Corporation and subsidiaries of AMERCO(1)

         10.6     Promissory note between SAC Holding Corporation and a
                  subsidiary of AMERCO.

         10.7     Promissory note between SAC Holding Corporation and a
                  subsidiary of AMERCO.

         10.8     Promissory note between SAC Holding Corporation and Oxford
                  Life Insurance Company.

         10.9     Promissory note between SAC Holding Corporation and a
                  subsidiary of AMERCO.

         10.10    Promissory note between SAC Holding Corporation and a
                  subsidiary of AMERCO.

         10.11    Promissory note between SAC Holding Corporation and a
                  subsidiary of AMERCO.

         10.12    Promissory note between SAC Holding Corporation and a
                  subsidiary of AMERCO.

         10.13    Promissory note between SAC Holding Corporation and a
                  subsidiary of AMERCO.

         10.14    Management Agreement between Securespace Limited Partnership
                  and a subsidiary of AMERCO.

         10.15    Purchase and sale agreement between Eighteen SAC Self-Storage
                  Corporation subsidiaries of AMERCO

         10.16    Purchase and sale agreement between Twenty SAC Self-Storage
                  Corporation, Twenty-One SAC Self-Storage Corporation,
                  Twenty-Two SAC Self-Storage Corporation, Twenty-Three SAC
                  Self-Storage Corporation and subsidiaries of AMERCO
</TABLE>
- ------------

(1)  Filed with the original Form 10-Q filing for the quarter ended December 31,
     2001, file no. 1-11255.

(2)  Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q for the
     quarter ended December 31, 1997, file no. 1-11255.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>3
<FILENAME>p66363aex10-6.txt
<DESCRIPTION>EX-10.6
<TEXT>
<PAGE>
                                                                  Exhibit 10.6

                               PROMISSORY NOTE

Maximum principal amount of                              dated as of May 7, 1999
$30,000,000

     FOR VALUE RECEIVED, the undersigned SAC Holding Corporation, a Nevada
corporation (the "Maker" or the "undersigned"), promises to pay to the order of
                  ----           -----------
U-Haul International, Inc., a Nevada corporation, ("Payee"), at the principal
                                                    -----
office of the Payee at 2721 North Central Avenue, Phoenix, Arizona 85004 or at
such other place or places as the holder hereof may from time to time designate
in writing, the principal sum of up to Thirty Million Dollars ($20,000,000), or,
if less, the aggregate unpaid principal amount of the Loan made by Payee to
Maker, with Interest on the principal balance outstanding from time to time, all
as hereinafter set forth.

     1.   Definitions.  As used in this Note, each of the following terms shall
          -----------
have the following meanings, respectively:

          "Accrual Rate":  shall mean the annual interest rate of eight and one-
           ------------
     half percent (8.5%).

          "Additional Interest":  shall mean and include both Cash Flow
          ---------------------
     Contingent Interest and Capital Proceeds Contingent Interest.

          "Adjusted Operating Expenses":  shall mean Operating Expenses (i) to
          -----------------------------
     account for all actual or required Operating Expenses as opposed to
     escrowed or estimated payments made pursuant to the Senior Loans and (ii)
     such other adjustments to Operating Expenses to adjust for seasonal,
     extraordinary or non-customary expenses and costs and other abnormalities.

          "Affiliate":  of any specified Person shall mean (i) any other Person
          -----------
     controlling or controlled by or under common control with such specified
     Person and (ii) any limited partner of such Person if such Person is a
     limited partnership, any shareholder of such Person if such Person is a
     corporation, or any member of such Person if such Person is a limited
     liability company.  For the purposes of this definition, "control," when
     used with respect to any specified Person, means the power to direct the
     management and policies of such person, directly or indirectly, whether
     through the ownership of voting securities, by contract, or otherwise; and
     the terms "controlling" and "controlled" have meanings correlative to the
     foregoing.

          "Basic Interest":  shall have the meaning given it in Section 2(a) and
          ----------------                                      ------------
     2(b) below.
     ----

          "Borrowers": collectively, are the following:  Six-A SAC Self-Storage
          -----------
     Corporation, Six-B SAC Self-Storage Corporation, Six-C SAC Self-Storage
     Corporation ,Eight SAC Self-Storage Corporation, Nine SAC Self-Storage
<PAGE>
     Corporation, Ten SAC Self-Storage Corporation and Eleven SAC Self-Storage
     Corporation, each Nevada corporations.

          "Capital Proceeds Contingent Interest":  shall have the meaning given
          --------------------------------------
     it in Section 2(h)(i) below.
           ---------------

          "Cash Flow Contingent Interest":  shall have the meaning given it in
          -------------------------------
     Section 2(e) below.
     ------------

          "Catch-Up Payment":  shall have the meaning given it in Section 2(d).
          ------------------                                      ------------

          "Debt Papers":  shall mean the documents and instruments included
          -------------
     within the definition of the term "Debt Papers" as provided in Section 14
                                        -----------                 ----------
     below.

          "Deferred Interest":  shall have the meaning given it in Section 2(a).
          -------------------                                      ------------

          "GAAP": shall mean generally accepted accounting principles as used
          ------
     and understood in the United States of America from time to time.

          "Gross Income":  shall equal Gross Receipts for the applicable twelve
          --------------
     (12) month period less (i) sale tax and other similar taxes, (ii)
     condemnation awards, (iii) casualty or other insurance proceeds, (iv)
     proceeds of any borrowing, (v) proceeds of any or sale of any Mortgaged
     Properties, (vi) proceeds of any sale of assets outside the ordinary course
     of business, (vii) revenues relating to equipment or vehicle rentals and
     (vii) any revenue generated other than in connection with the use of the
     Mortgaged Properties.

          "Gross Receipts":  shall mean, for any period all gross receipts,
          ----------------
     revenues and income of any and every kind collected or received by or for
     the benefit or account of Maker and the Borrower during such period arising
     from the ownership, rental, use, occupancy or operation of the Project or
     any portion thereof.  Gross Receipts shall include, without limitation, all
     receipts from all tenants, licensees and other occupants and users of the
     Project or any portion thereof, including, without limitation, rents,
     security deposits and the like, interest earned and paid or credited on all
     Maker's or the Borrowers' deposit accounts related to the Project, all
     proceeds of rent or business interruption insurance, and the proceeds of
     all casualty insurance or eminent domain awards to the extent not (i)
     applied, or reserved and applied within six (6) months after the creation
     of such reserve, to the restoration of the Project in accordance with the
     Mortgage, (ii) paid to Holder to reduce the principal amount of the Loan or
     (iii) paid to reduce the principal amount of the Senior Loans.  Gross
     Receipts shall include the net commission payable from U-Haul
     International, Inc. for the rental of its equipment (whether or not such
     equipment is owned by the Owner of the Mortgaged Property) at any Mortgaged
     Property; provided however that such net commissions payable shall not be
     included in Gross Receipts until the 15th day of the month following the
<PAGE>
     month in which such rental occurred, all in accordance with the customary
     procedure for the payment of net commission.  Gross Receipts shall not
     include any capital contributed to Maker, whether in the form of a loan or
     equity, or any proceeds from any loan made to Maker.  For the purpose of
     calculating the permitted Management Fee and the Capital Expenditure
     Reserve Deposit, Gross Receipts shall also exclude sales taxes collected by
     the Maker in connection with the operation of the Project and held in trust
     for payment to the taxing authorities.  Further, in calculating the
     Management Fee, Gross Receipts shall be further modified as provided for in
     the Property Management Agreement.  Any receipt included within Gross
     Receipts in one period shall not be included within Gross Receipts for any
     other period (i.e., no item of revenue or receipts shall be counted twice).
                   ----

          "Highest Lawful Rate": shall mean the maximum rate of interest which
          ---------------------
     the Holder is allowed to contract for, charge, take, reserve, or receive
     under applicable law after taking into account, to the extent required by
     applicable law, any and all relevant payments or charges hereunder.

          "Holder":  shall mean at any particular time, the Person which is then
          --------
     the holder of this Note.

          "Interest":  shall mean Additional Interest, Basic Interest and
          ----------
     Deferred Interest.

          "Loan":  shall mean the mortgage loan in the amount of up to
          -----
     $20,000,000.00 made by Payee to Maker and evidenced by the Note or up to
     such amount as may have been advanced by Payee to Maker from time to time.

          "Loan Year":  shall mean a year commencing on the date of this Note,
          -----------
     or an anniversary thereof, and ending 365 days (or 366 days in a leap year)
     thereafter.

          "Management Fee":  shall mean the fee paid to the Project Manager
          ----------------
     pursuant to the Property Management Agreement which fee shall in no event
     exceed six percent (6.0%) of Gross Receipts.

          "Material Adverse Effect":  shall mean the likely inability or
          -------------------------
     reasonably anticipated inability of Maker to pay the Loan and perform its
     other obligations in compliance with the terms of the Debt Papers.

          "Maturity Date":  shall mean the first to occur of the Stated Maturity
          ---------------
     Date and the earlier date (if any) on which the unpaid principal balance
     of, and unpaid Interest on, this Note shall become due and payable on
     account of acceleration by the Holder hereof.

          "Mortgage":  shall mean collectively the Deeds of Trust (and
          ----------
<PAGE>
     Mortgages, and Deeds to Secure Debt), Assignment of Leases and Rents,
     Security Agreement and Financing Statement securing the promissory note
     representing the Senior Loans, as the same may be amended, modified or
     restated from time to time and together with all replacements and
     substitutions therefor.  The Mortgage is more fully identified in
     Section 14 below.
     ----------

          "Mortgaged Properties": shall mean the properties of the Borrowers
          ----------------------
     encumbered by the Senior Loan Documents.

          "Net Capital Proceeds":  shall have the meaning given it in Section
          ----------------------                                      -------
     2(h)(iv) below.
     --------

          "Net Cash Flow":  shall mean, for any period, the amount by which the
          ---------------
     Gross Receipts for such period exceed the sum of Interest paid during such
     period, Operating Expenses paid for and with respect to such period, and
     interest paid under and on account of the Senior Loans during such period;
     but Net Cash Flow for any period shall not be less than zero.

          "Net Cash Flow Before Debt Service":  shall mean, for any period, the
          -----------------------------------
     amount by which the Gross Receipts for such period exceed the Operating
     Expenses for and with respect to such period.

          "Net Operating Income":  shall mean the "Gross Income" generated by
          ----------------------
     the Project less Adjusted Operating Expenses, adjusted to reflect a ninety-
     five (95%) percent occupancy on a per Mortgaged Property basis for of the
     Project.

          "Note": shall mean this Promissory Note as it may be amended,
          -----
     modified, extended or restated from time to time, together with all
     substitutions and replacements therefor.

          "Operating Expenses":  shall mean, for any period, all cash
          --------------------
     expenditures of Maker or the Borrowers actually paid (and properly payable)
     during such period for (i) payments into escrow pursuant to the Debt Papers
     for real and personal property taxes; (ii) real and personal property taxes
     on the Project (except to the extent paid from escrowed funds); (iii)
     premiums for liability, property and other insurance on the Project; (iv)
     the Capital Expenditure Reserve Deposit; (v) the Management Fee; (vi) sales
     and rental taxes relating to the Project (except to the extent paid from
     the Tax and Insurance Escrow Account); and (vii) normal, reasonable and
     customary operating expenses of the Project.  In no event shall Operating
     Expenses include amounts distributed to the partners or shareholder's of
     Maker or the Borrowers, payments to Affiliates not permitted under Section
                                                                        -------
     7(c) below, any payments made on the Loan or any other loan obtained by
     ----
     Maker, amounts paid out of any funded reserve expressly approved by Holder,
     non-cash expenses such as depreciation, or any cost or expense related to
     the restoration of the Project in the event of a casualty or eminent domain
     taking paid for from the proceeds of insurance or an eminent domain award
     or any reserve funded by insurance proceeds or eminent domain awards.
<PAGE>

          "Pay Rate":  shall mean the annual interest rate of two percent
          ----------
     (2.0%).

          "Pay Rate Interest":  shall mean for any period the amount of Basic
          -------------------
     Interest payable for such period less the amount of Deferred Interest which
     accrued during such period.

          "Person":  shall mean any corporation, natural person, firm, joint
          --------
     venture, general partnership, limited partnership, limited liability
     company, trust, unincorporated organization, government or any department
     or agency of any government.

          "Present Value":  shall have the meaning given such term in Section
          ---------------                                             -------
     4(c) below.
     ----

          "Project":  shall mean the real estate, the improvements and the
          ---------
     personal property encumbered pursuant to the Senior Loan Documents, taken
     together collectively.

          "Project Manager":  shall have the meaning given it in Section 6(j)
          -----------------                                      ------------
     below.

          "Property Management Agreement":  shall have the meaning given such
          -------------------------------
     term in Section 6(j) below.
             ------------

          "Requirements of Law":  shall mean, as to any Person, requirements as
          ---------------------
     set out in the provisions of such Person's Articles of Incorporation and
     Bylaws (in the case of a corporation) partnership agreement and certificate
     or statement of partnership (in the case of a partnership) or other
     organizational or governing documents, or as set out in any law, treaty,
     rule or regulation, or final and binding determination of an arbitrator, or
     determination of a court or other federal, state or local governmental
     agency, authority or subdivision applicable to or binding upon such Person
     or any of its property or to which such Person or any of its property is
     subject, or in any private covenant, condition or restriction applicable to
     or binding upon such Person or any of its property or to which such Person
     or any of its property is subject.

          "Sale":  shall mean any direct or indirect sale, assignment, transfer,
          ------
     conveyance, lease (except for leases of terms not exceeding 1 year to
     tenants in the ordinary course of business complying with standards and in
     a form approved by Payee) or disposition of any kind whatsoever of the
     Project, or of any portion thereof or interest (whether legal, beneficial
     or otherwise) or 25% or more (in the aggregate of all such sales,
     transfers, assignments, etc., made at any time or from time to time, taken
     together) of all equity interests in Maker.

          "Security Documents":  shall mean the documents and instruments
          --------------------
     included within the definition of the term "Security Documents" as provided
                                                 ------------------
     in Section 14 below.
        ----------
<PAGE>

          "Senior Loan Documents":  shall mean and include, at any time, all
          -----------------------
     promissory notes, mortgages and other documents and instruments which
     create, evidence or secure all or any part of the Senior Loans.

          "Senior Lender" shall mean Wells Fargo Bank, N.A. ("Wells"), GE
          ---------------
     Capital Corporation ("GE") and/or First Union National Bank, N.A. ("First
     Union"), as the context may so require, in their respective capacities as
     the lenders  under the Senior Loans.

          "Senior Loans":  shall mean, collectively, (i) that certain loan in
          --------------
     the amount of $32,100,000.00 made by the Wells to the Eleven SAC Self
     Storage Corporation; (ii) that certain loan in the amount of $9,626,000.00
     made by the GE to the Eight SAC Self Storage Corporation; (iii) that
     certain loan in the amount of $8,945,000.00 made by the GE to the Nine SAC
     Self Storage Corporation; (iv) that certain loan in the amount of
     $10,272,000.00 made by the GE to the Ten SAC Self Storage Corporation; (v)
     that certain loan in the amount of $9,675,000.00 made by the First Union to
     the Six-A SAC Self Storage Corporation; (vi) that certain loan in the
     amount of $9,423,000.00 made by the First Union to the Six-B SAC Self
     Storage Corporation; and (vii) that certain loan in the amount of
     $10,513,000.00 made by the First Union to the Six-C SAC Self Storage
     Corporation.

          "Stated Maturity Date":  shall mean May 7, 2019, or the date on which
          ----------------------
     all of the Property Management Agreements are terminated in accordance with
     Section 6 thereof,  or on demand by Payee.

          "Tax and Insurance Escrow Account":  shall mean any impound account
          ----------------------------------
     established pursuant to the Senior Loans, or any of them.

          "Triggering Event":  shall have the meaning given it in Section
          ------------------                                      -------
     2(h)(ii) below.
     --------

          "Yield Maintenance Premium":  shall have the meaning given such term
          ---------------------------
     in Section 4(b) below.
        ------------

     2.  Interest.
         --------

          (a)  Basic Interest Rate Prior to Maturity.  Prior to the Maturity
               -------------------------------------
     Date, interest ("Basic Interest") shall accrue on the principal balance of
                      --------------
     the Note outstanding from time to time at the Accrual Rate.  Such interest
     shall be paid as follows:  quarterly in arrears, on the
     ____________________.  Maker shall pay to Holder an amount calculated by
     applying the Pay Rate to the principal balance outstanding hereunder; and,
     the remainder of the Basic Interest accrued hereunder at the Accrual Rate
     during such quarter through the last day of such quarter ("Deferred
                                                                --------
     Interest") shall be deferred, shall be payable as and at the time provided
     --------
     in Section 2(d) below, and commencing on the day payment of Basic Interest
        ------------
     at the Pay Rate is due for such quarter, interest shall accrue on such
     Deferred Interest at the Accrual Rate (and any accrued interest thereon,
<PAGE>
     shall be considered part of Deferred Interest).

          (b)  Post-Maturity Basic Interest.  From and after the Maturity Date
               ----------------------------
     interest ("Post Maturity Basic Interest") shall accrue and be payable on
                ----------------------------
     the outstanding principal balance hereof until paid in full at an annual
     rate equal to fifteen percent (15%) and such Post Maturity Basic Interest
     shall be payable upon demand.

          (c)  Computations.  All computations of interest and fees payable
               ------------
     hereunder shall be based upon a year of 360 days for the actual number of
     days elapsed.

          (d)  Deferred Interest.  Deferred Interest shall be paid as follows:
               -----------------

               (i)  On each quarterly date for the payment of Basic Interest,
          Maker shall pay an amount (the "Catch-Up Payment") equal to the lesser
                                          ----------------
          of (i) the aggregate outstanding Deferred Interest on the last day of
          the quarter for which such payment is being made and (ii) ninety
          percent (90%) of the result of subtracting from Net Cash Flow Before
          Debt Service for that quarter the sum of principal and interest paid
          on the Senior Loans by the borrowers thereunder for such period plus
          an additional amount equal to twice the Pay Rate Interest for such
          period;

               (ii)  All unpaid Deferred Interest shall be paid on the Maturity
          Date; and

               (iii) No payment of Deferred Interest may, when added to all
          other payments of interest or payments construed as interest, shall
          exceed the Highest Lawful Rate.

          (e)  Cash Flow Contingent Interest.  In addition to Basic Interest and
               -----------------------------
     Deferred Interest, on each date on which Basic Interest is payable
     hereunder, Maker shall pay to Holder interest ("Cash Flow Contingent
                                                     --------------------
     Interest") in an amount equal to the amount (if any) by which ninety
     --------
     percent (90%) of the result of subtracting from Net Cash Flow Before Debt
     Service for that quarter the sum of principal and interest paid on the
     Senior Loans for such period plus an additional amount equal to twice the
     Pay Rate Interest for such period each calculated as of that date exceeds
     the Catch-Up Payment paid on that date by Maker to Holder.  Additionally,
     at the time of the closing of any impound accounts established pursuant to
     the Senior Loan Documents, deposits into which are considered Operating
     Expenses, Cash Flow Contingent Interest shall be due to the Holder on the
     balances in those accounts except to the extent such balances are paid to
     the Senior Lender.

          (f)  Quarterly Statements; Adjustment of Payments. On the due date for
               --------------------------------------------
     each payment of Basic Interest, Maker shall deliver to Holder a certified
     statement of operations of the Project for the calendar quarter or other
     period with respect to which such Basic Interest is due, showing in
     reasonable detail and in a format approved by Holder respective amounts of,
<PAGE>
     and the method of calculating, the Gross Receipts, Gross Income, Operating
     Expenses, Net Cash Flow, Catch-Up Amount and Cash Flow Contingent Interest
     for the preceding calendar quarter, as well as (if requested by Holder) all
     data necessary for the calculation of any such amounts.  Maker shall keep
     and maintain at all times full and accurate books of account and records
     adequate to correctly reflect all such amounts.  Such books and records
     shall be available for at least five years after the end of the calendar
     quarter to which they relate.  Holder shall have the right to inspect, copy
     and audit such books of account and records during reasonable business
     hours, and upon reasonable notice to Maker, for the purpose of verifying
     the accuracy of any payments made on account of Cash Flow Contingent
     Interest.  The costs of any such audit will be paid by Holder, except that
     Maker shall pay all reasonable costs and expenses of any such audit which
     discloses that any amount properly payable by maker to Holder hereunder
     exceeded by five percent (5%) or more the amount actually paid and
     initially reported by maker as being payable with respect thereto.

          (g)  Prorations of Cash Flow Contingent Interest. Cash Flow Contingent
               -------------------------------------------
     Interest shall be equitably prorated on the basis of a 365-day year for any
     partial calendar quarter in which the term of the Loan commences or in
     which the Note is paid in full.  If the payment of Cash Flow Contingent
     Interest due on the Maturity Date is made before the delivery to Holder of
     the quarterly statement for the then current calendar quarter, then Maker
     shall pay to Holder on Maturity Date an estimate of such amount.  Maker
     shall subsequently deliver to Holder an operating statement as required by
     Section 2(f) for the quarter in which the Maturity Date occurred, and an
     ------------
     appropriate adjustment of the estimated amount previously paid by Maker
     shall be made by the parties within ten (10) days after the operating
     statement for such final quarter is delivered to Holder.

          (h)  Capital Proceeds Contingent Interest.
               ------------------------------------

               (i)  Capital Proceeds Contingent Interest Defined. Maker shall
                    --------------------------------------------
     pay to Holder, in addition to Basic Interest, Deferred Interest and Cash
     Flow Contingent Interest, at the time or times and in the manner
     hereinafter described, an amount equal to ninety percent (90%) of the Net
     Capital Proceeds resulting from, or determined at the time of, any of the
     Triggering Events described below (collectively, "Capital Proceeds
                                                       ----------------
     Contingent Interest").
     -------------------

               (ii)  Events Triggering Payment of Net Capital Proceeds.  Capital
                     -------------------------------------------------
     Proceeds Contingent Interest shall be due and payable concurrently with the
     occurrence of each and every one of the following events (collectively
     "Triggering Events", and individually, a "Triggering Event"):
      -----------------                        ----------------

                    (A)  Project Sale or Financing.  The closing of any Sale of
                         -------------------------
     the Project (any such event is hereinafter collectively referred to as a
     "Sale or Financing");
      -----------------
<PAGE>

                    (B)  Default Occurrence.  The occurrence of any Event of
                         ------------------
     Default which is not fully cured within the period of time, if any,
     expressly provided for cure herein, and the acceleration of the maturity of
     the Loan on account thereof (hereinafter collectively referred to as a
     "Default Occurrence"); and
      ------------------

                    (C)  Maturity Occurrence.  The occurrence of the Maturity
                         -------------------
     Date or the prepayment by Maker (if permitted hereunder) of all principal
     and accrued Basic Interest (including, without limitation, Deferred
     Interest) and Cash Flow Contingent Interest outstanding on the Loan (the
     "Maturity Occurrence").
      -------------------

               (iii)  Notice of Triggering Event: Time for Payment of Capital
                      -------------------------------------------------------
     Proceeds Contingent Interest.  Maker shall notify Holder of the occurrence
     ----------------------------
     of a Triggering Event, and shall pay Holder the full amount of any
     applicable Capital Proceeds Contingent Interest which is payable in
     connection therewith, as follows:

                    (A)  In the case of any Sale or Financing or the Maturity
     Occurrence, Maker shall give Holder written notice of any such Triggering
     Event not less than seventy five (75) days before the date such Triggering
     Event is to occur.  Any Capital Proceeds Contingent Interest due Holder on
     account of any Sale or Financing or the Maturity Occurrence shall be paid
     to Holder on the date such Triggering Event occurs.

                    (B)  In the case of a Default Occurrence, no notice of such
     a Triggering Event need be given by Maker.  In such event, payment of any
     and all Capital Proceeds Contingent Interest on account of the Default
     Occurrence shall be immediately due and payable upon acceleration of the
     maturity of the Loan.

               (iv)  Determination of Net Capital Proceeds.  Prior to the
                     -------------------------------------
     occurrence of a Triggering Event (or, in the event of a Default Occurrence,
     within a reasonable time thereafter), the "Net Capital Proceeds" resulting
                                                --------------------
     from such Triggering Event shall be determined as follows:

                    (A)  Net Capital Proceeds From Sale or Financing.  Except as
                         -------------------------------------------
     provided in Section 2(h)(iv)(B) below, in the event of a Sale or Financing,
                 -------------------
     "Net Capital Proceeds" shall be the amount which is equal to: (I) either
      --------------------
     (x) the Gross Capital Proceeds (as hereinafter defined) realized from the
     Project, or (y) the fair market value of the Project determined pursuant to
     Section 2(h)(v) below, if Holder in its discretion requires such a
     ---------------
     determination, minus (II) the sum of: (aa) reasonable brokerage commissions
                    -----
     (excluding any payments to any Affiliate of Maker to the extent such
     payments exceed those which would have been due as commissions to a non-
     Affiliate broker rendering identical services), title insurance premiums,
     documentary transfer taxes, escrow fees and recording charges, appraisal
     fees, reasonable attorneys' fees and costs, and sales taxes (if any), in
<PAGE>
     each case actually paid or payable by Maker in connection with the Sale or
     Financing, plus (bb) all payments of principal and Deferred Interest paid
     to Holder an account of this Note from the proceeds of such Sale or
     Financing, plus (cc) an amount equal to all payments of principal and
     interest on the Senior Loans made from the proceeds of such Sale or
     Financing, plus (dd) any amount paid as Yield Maintenance Premium as a
     result of such Sale or Financing.  For purposes of this Section 2(h),
                                                             ------------
     "Gross Capital Proceeds" shall mean the gross proceeds of whatever form or
      ----------------------
     nature payable directly or indirectly to or for the benefit or account of
     Maker in connection with such Sale or Financing, including, without
     limitation: cash; the outstanding balance of any financing which will
     remain as a lien or encumbrance against the Project or any portion thereof
     following such Sale or Financing (but only in the case of a Sale, and not
     in the case of an encumbrance); and the cash equivalent of the fair market
     value of any non-cash consideration, including the present value of any
     promissory note received as part of the proceeds of such Sale or Financing
     (valued at a market rate of interest, as determined by an independent
     investment banker designated by Holder).

                    (B)  Net Capital Proceeds In Connection With a Default or
                         ----------------------------------------------------
     Maturity Occurrence.  In the event of a Default Occurrence or the Maturity
     -------------------
     Occurrence when no Sale or Financing has occurred, the "Net Capital
                                                             -----------
     Proceeds" shall equal: (I) the fair market value of the Project determined
     -------
     as of the date of such Triggering Event in accordance with Section 2(h)(v)
                                                                ---------------
     below, minus (II) the sum of (aa) the outstanding principal balance plus
     Deferred Interest on the Note plus (bb) the outstanding principal balance
     of, and accrued but unpaid interest on, the Senior Loans.

               (v)  Determination of Fair Market Value.  The fair market value
                    ----------------------------------
     of the Project shall be determined for purposes of this Note as follows:

                    (A)  Partial Sale.  In the event of a Sale of a portion of
                         ------------
     the Project, Holder shall select an experienced and reputable appraiser to
     prepare a written appraisal report of the fair market value of the Project
     in accordance with clause (C) below, and the appraised fair market value
     submitted to Holder by such appraiser shall be conclusive for purposes of
     this Note.

                    (B)  Other Occurrences.  In all other circumstances the fair
                         -----------------
     market value of the Project shall be deemed to equal the result of dividing
     the Net Cash Flow Before Debt Service for the immediately preceding fiscal
     year by ten percent (10%).  However, if the Net Cash Flow Before Debt
     Service for the immediately preceding fiscal year has been lowered because
     of unusually high Operating Expenses during such fiscal year the fair
     market value of the Project may, at the option of the Maker be determined
     by dividing by ten percent (10%) the mean average of the Net Cash Flow
     Before Debt Service of the Project for the 3 immediately preceding fiscal
     years of the Project.

                    (C)  Appraisal Standards and Assumptions.  In making any
                         -----------------------------------
<PAGE>
     determination by appraisal of fair market value, the appraiser(s) shall
     assume that the improvements then located on the Project constitute the
     highest and best use of the property.  If the Triggering Event is a Sale or
     Financing, the appraiser(s) shall take the sales price into account,
     although such sales price shall not be determinative of fair market value.
     Each appraiser selected hereunder shall be an independent MAI-designated
     appraiser with not less than ten years' experience in commercial real
     estate appraisal in the general geographical area where the Project is
     located.

               (vi)  Effect on Holder's Approval Rights.  Nothing contained in
                     ----------------------------------
     this Section 2(h) shall be deemed or construed to waive, restrict, impair,
     or in any manner affect Holder's rights hereunder or under any provisions
     of the Debt Papers to consent (or withhold its consent) to: any prepayment
     of the Loan in whole or in part; sales or other transfers of all or any
     portion of the Project or any interest therein; sales or other transfers of
     any ownership interests in Maker; any refinancing of all or any portion of
     the Loan; any junior financing; or, any other matters which require
     Holder's consent.

               (vii)  Statement, Books and Records.  With each payment of
                      ----------------------------
     Capital Proceeds Contingent Interest, Maker shall furnish to Holder a
     statement setting forth Maker's proposed calculation of Net Capital
     Proceeds and Capital Proceeds Contingent Interest and shall provide a
     detailed breakdown of all items necessary for such calculation.  For a
     period of five years after each payment of Capital Proceeds Contingent
     Interest, Maker shall keep and maintain full and accurate books and records
     adequate to correctly reflect each such item.  Said books and records shall
     be available for Holder's inspection, copying and audit during reasonable
     business hours following reasonable notice for the purpose of verifying the
     accuracy of the payments made on account of Capital Proceeds Contingent
     Interest.  The costs of any such audit will be paid by Holder, except that
     Maker shall pay all reasonable costs and expenses of any such audit which
     discloses that any amount properly payable by Maker to Holder hereunder
     exceeded by five percent (5%) or more the amount actually paid and
     initially reported by maker as being payable with respect thereto.

               (viii)  Negative Capital Proceeds Contingent Interest.
                       ---------------------------------------------
     Notwithstanding any other provision of this Agreement, Holder shall not be
     responsible or liable in any respect to Maker or any other Person for any
     reduction in the fair market value of the Project or for any contingency,
     condition or occurrence that might result in a negative number for Capital
     Proceeds Contingent Interest.  If at any time it is calculated, Capital
     Proceeds Contingent Interest shall be a negative amount, no Capital
     Proceeds Contingent Interest shall at that time be payable to Holder, but
     Holder shall in no way be liable for any such negative amount and there
     shall be no deduction or offset for such negative amount at any time when
     Capital Proceeds Contingent Interest shall be subsequently calculated.

               (ix) No payment of Capital Proceeds Contingent Interest may, when
<PAGE>
     added to all other payments of interest or payments construed as interest,
     shall exceed the Highest Lawful Rate.

     3.  Usury Savings Clause.  The provisions of this Section 3 shall govern
         --------------------                          ---------
and control over any irreconcilably inconsistent provision contained in this
Note or in any other document evidencing or securing the indebtedness evidenced
hereby.  The Holder hereof shall never be entitled to receive, collect, or apply
as interest hereon (for purposes of this Section 3, the word "interest" shall be
                                         ---------
deemed to include Basic Interest, Additional Interest and any other sums treated
as interest under applicable law governing matters of usury and unlawful
interest), any amount in excess of the Highest Lawful Rate (hereinafter defined)
and, in the event the Holder ever receives, collects, or applies as interest any
such excess, such amount which would be excessive interest shall be deemed a
partial prepayment of principal and shall be treated hereunder as such; and, if
the principal of this Note is paid in full, any remaining excess shall forthwith
be paid to Maker.  In determining whether or not the interest paid or payable,
under any specific contingency, exceeds the Highest Lawful Rate, Maker and the
Holder shall, to the maximum extent permitted under applicable law, (i)
characterize any nonprincipal payment as an expense, fee, or premium rather than
as interest, (ii) exclude voluntary prepayments and the effects thereof, and
(iii) spread the total amount of interest throughout the entire contemplated
term of this Note; provided, that if this Note is paid and performed in full
prior to the end of the full contemplated term hereof, and if the interest
received for the actual period of existence  hereof exceeds the Highest Lawful
Rate, the Holder shall refund to Maker the amount of such excess or credit the
amount of such excess against the principal of this Note, and, in such event,
the Holder shall not be subject to any penalties provided by any laws for
contracting for, charging, or receiving interest in excess of the Highest Lawful
Rate.
     4.  Payments.
         --------

          (a)  Interest and Principal.  Maker promises to pay to the Holder
               ----------------------
     hereof Basic Interest, Deferred Interest and Additional Interest as, in the
     respective amounts, and at the respective times provided in Section 2
                                                                 ---------
     hereinabove.  Maker also agrees that, on the anniversary  date of this
     note, Maker will pay to the Holder one-twentieth of the principal of this
     Note ($_____________), together with all Basic Interest (and on the
     twentieth anniversary, including without limitation, Deferred Interest and
     Additional Interest accrued hereunder and not theretofore paid).  Each
     payment of principal of, Basic Interest (including without limitation,
     Deferred Interest), and Additional Interest on, or any other amounts of any
     kind with respect to, this Note shall be made by the Maker to the Holder
     hereof at its office in Phoenix, Arizona (or at any other place which the
     Holder may hereafter designate for such purpose in a notice duly given to
     the Maker hereunder), not later than noon, Eastern Standard Time, on the
     date due thereof; and funds received after that hour shall be deemed to
     have been received by the Holder on the next following business day.
     Whenever any payment to be made under this Note shall be stated to be due
     on a date which is not a business day, the due date thereof shall be
     extended to the next succeeding business day, and interest shall be payable
     at the applicable rate during such extension.
<PAGE>

          (b)  Late Payment Charges.  If any amount of Interest, principal or
               --------------------
     any other charge or amount which becomes due and payable under this Note is
     not paid and received by the Holder within five business days after the
     date it first becomes due and payable, Maker shall pay to the Holder hereof
     a late payment charge in an amount equal to five percent (5%) of the full
     amount of such late payment, whether such late payment is received prior to
     or after the expiration of the ten-day cure period set forth in Section
                                                                     -------
     8(a).  Maker recognizes that in the event any payment secured hereby (other
     ----
     than the principal payment due upon maturity of the Note, whether by
     acceleration or otherwise) is not made when due, Holder will incur extra
     expenses in handling the delinquent payment, the exact amount of which is
     impossible to ascertain, but that a charge of five percent (5%) of the
     amount of the delinquent payment would be a reasonable estimate of the
     expenses so incurred.  Therefore, if any such payment is not received when
     due and payable, Maker shall without prejudicing or affecting any other
     rights or remedies of the trustee under those certain Junior Deeds of Trust
     (or Junior Mortgages, or Junior Deeds to Secure Debt), Assignment of Leases
     and Rents, Security Agreement, Financing Statement and Fixture Filing of
     even date herewith or Holder pay to Holder to cover expenses incurred in
     handling the delinquent payment, an amount calculated at five percent (5%)
     of the amount of the delinquent payment.

          (c)  No Prepayment.  Maker shall have the right to prepay this Note at
               -------------
     any time, but only subject to the requirements and conditions set forth
     below.  If under any circumstances whatsoever (other than pursuant to
     Section 3 above) this Note is paid in whole or in part, whether
     voluntarily, following acceleration after the occurrence of an Event of
     Default, with the consent of Holder, by Holder's application of any
     condemnation or insurance proceeds to amounts due under the Note, by
     operation of law or otherwise, and whether or not such payment prior to the
     Stated Maturity Date results from the Holder's exercise of its rights to
     accelerate the indebtedness evidenced hereby, then Maker shall pay to the
     Holder the Yield Maintenance Premium (defined hereinbelow) in addition to
     paying the entire unpaid principal balance of this Note and all Interest
     which has accrued but is unpaid except with the written consent of the
     Holder.

          A Yield Maintenance Premium in an amount equal to the grater of (A)
     one percent (1.0%) of the principal amount being prepaid, and (B) the
     positive excess of (1) the present value ("PV") of all future installments
     of principal and interest due pursuant to Section 4(a) of this Note absent
                                               ------------
     any such prepayment including the principal amount due at the Stated
     Maturity Date (collectively, "All Future Payments"), discounted at an
     interest rate per annum equal to the sum of (a) the Treasury Constant
     Maturity Yield Index published during the second full week preceding the
     date on which such Yield Maintenance Premium is payable for instruments
     having a maturity coterminous with the remaining term of this Note, and (b)
     One Hundred Forty (140) basis points, over (2) the then outstanding
     principal balance hereof immediately before such prepayment [(PV of All
     Future Payments) (Principal balance at the time of prepayment) = Yield
     Maintenance Premium].  "Treasury Constant Maturity Yield Index" shall mean
<PAGE>
     the average yield for "This Week" as reported by the Federal Reserve Board
     in Federal Reserve Statistical Release H.15 (519).  If there is no Treasury
     Constant Maturity Yield Index for instruments having a maturity coterminous
     with the remaining term of this Note, then the index shall be equal to the
     weighted average yield to maturity of the Treasury Constant Maturity Yield
     Indices with maturities next longer and shorter than such remaining average
     life to the maturity, calculated by averaging (and rounding upward to the
     nearest 1/100 of 1% per annum, if the average is not such a multiple) the
     yields of the relevant Treasury Constant Maturity Yield Indices (rounded,
     if necessary, to the nearest 1/100 of 1% with any figure of 1/200 of 1% or
     above rounded upward).  In the event that any Yield Maintenance Premium is
     due hereunder, Holder shall deliver to Maker a statement setting forth the
     amount and determination of the Yield Maintenance Premium and, provided
     that Holder shall have in good faith applied the formula described above,
     Maker shall not have the right to challenge the calculation or the method
     of calculation set forth in any such statement in the absence of manifest
     error, which calculation may be made by Holder on any day during the thirty
     (30) day period preceding the date of such prepayment.  Holder shall not be
     obligated or required to have actually reinvested the prepaid principal
     balance at the Treasury Constant Maturity Yield Index or otherwise as a
     condition to receiving the Yield Maintenance Premium. No Yield Maintenance
     Premium or premium shall be due or payable in connection with any
     prepayment of the indebtedness evidenced by this Note made on or after any
     date after June 1, 2005.  In addition to the aforesaid Yield Maintenance
     Premium if, upon any such prepayment (whether prior to or after any date
     that is after June 1, 2005, the aforesaid prior written notice has not been
     received by Holder, the Yield Maintenance Premium shall be increased by an
     amount equal to the lesser of (i) thirty (30) days' unearned interest
     computed in the outstanding principal balance of this Note, so prepaid and
     (ii) unearned interest computed on the outstanding principal balance of
     this Note so prepaid for the period from, and including, the date of
     prepayment through the otherwise Stated Maturity Date of this Note.

          Without limiting the scope of the foregoing provisions, the provisions
     of this paragraph shall constitute, within the meaning of any applicable
     state statute, both a waiver of any right Maker may have to prepay the
     Note, in whole or in part, without premium or charge, upon acceleration of
     the maturity of the Note, or otherwise, and an agreement by Maker to pay
     the prepayment charge described in this Note, whether such prepayment is
     voluntary or upon or following any acceleration of this Note, or otherwise,
     and for such purpose Maker has separately initialed this provision in the
     space provided below, and Maker hereby declares that Holder's agreement to
     make the Loan to Maker at the interest rate and for the term set forth in
     the Note constitutes adequate consideration, of individual weight, for this
     waiver and agreement by Maker.

     Notwithstanding the foregoing, or anything else in this Note to the
     contrary, it is agreed that in the event this Note becomes due and payable
     as a result of the termination of all of the Property Management
<PAGE>
     Agreements, Maker shall not be subject to the Yield Maintenance Premiums or
     other prepayment premiums contemplated herein and Maker shall only be
     required to repay the outstanding principal balance of this Note and
     accrued but unpaid  Basic Interest and Deferred Interest through the date
     of such prepayment, it being agreed that in such event, Maker shall not be
     required to pay any Capital Proceeds Contingent Interest or Cash Flow
     Contingent Interest.

                   Maker's Initials:_____

     5.  Representations and Warranties of Maker.  Maker represents and warrants
         ---------------------------------------
to Payee, as of the date hereof, that:

          (a)  Due Authorization.  Maker is a corporation duly organized under
               -----------------
     the laws of the state of its organization, with the authority to own the
     Project and enter into the Debt Papers and consummate the transactions
     contemplated thereby;

          (b)  No Violation.  Maker's execution, delivery and performance of its
               ------------
     obligations under the Debt Papers do not and will not violate the articles
     of incorporation or by-laws of Maker and will not violate, conflict with or
     constitute a default under any agreement to which Maker is a party or by
     which the Project is bound or encumbered, or violate any Requirements of
     Law to which Maker or the Project is subject;

          (c)  Consents.  No consents, approvals, filings, or notices of, with
               --------
     or to any Person are required on the part of Maker in connection with
     Maker's execution, delivery and performance of its obligations under the
     Debt Papers that have not been duly obtained, made or given, as the case
     may be;

          (d)  Enforceability.  The Debt Papers are valid, binding and
               --------------
     enforceable in accordance with their terms, except as the enforceability
     thereof may be limited by bankruptcy, insolvency, moratorium,
     reorganization or similar laws relating to or affecting the enforcement of
     creditors' rights generally.

          (e)  Compliance with Laws.  Each Mortgaged Property is in compliance
               --------------------
     in all material respects with all applicable Requirements of Law;

          (f)  Zoning and Other Laws.  The Project and the use thereof as a
               ---------------------
     self-storage facility, separate and apart from any other properties,
     constitutes a legal and conforming use under applicable zoning regulations
     and each such Project is in compliance in all material respects with
     all applicable Requirements of Law;

          (g)  Litigation.  No litigation, investigation or proceeding or notice
               ----------
     thereof before any arbitrator or governmental authority, agency or
     subdivision is pending or, to Maker's best knowledge, threatened, against
<PAGE>
     Maker or the Project;

          (h)  Utilities; Licenses.  All utilities required by Requirements of
               -------------------
     Law or by the normal and intended use of the Project are installed to the
     property line and connected by valid permits and the Maker possesses, or
     will possess as and when necessary, all patents, patent rights or licenses,
     trademarks, trade names, trade name right, service marks, copyrights,
     licenses, permits and consents (or rights thereto) which are required to
     conduct its business as it is now conducted or as it is presently proposed
     to be conducted, or which are required by any governmental entity or
     agency;

          (i)  Easements.  Maker has obtained and has encumbered in favor of
               ---------
     Holder pursuant to the Mortgage all easements, appurtenances and rights of
     way necessary for access to and the normal uses of the Project; and

          (i)  Place of Business.  Maker's principal place of business is
               -----------------
     located at 715 South Country Club Drive, Mesa, AZ 85210, and that address
     is its only place of business or its chief executive office.

     6.  Affirmative Covenants.  Maker hereby covenants and agrees that, so long
         ---------------------
as any indebtedness under the Note remains unpaid, Maker shall:

          (a)  Use of Proceeds.  Use the proceeds of the Loan to repay certain
               ---------------
     indebtedness presently outstanding against the Project and held by Payee.

          (b)  Financial Statements.  Deliver or cause to be delivered to
               --------------------
     Holder:

                         (i)  As soon as available and in any event within 90
          days after the end of each calendar year, annual financial reports on
          the Project showing all income and expenses certified to be accurate
          and complete by an officer of the Maker; and

                         (ii)  As soon as available and in any event within 45
          days after the end of each of the first three calendar quarters of
          each year, (1)  a detailed comparative earnings statement for such
          quarter and for the period commencing at the end of the previous
          fiscal year and ending with the end of such quarter, and (2) financial
          reports on the Project showing all income and expenses, certified to
          be accurate and complete by an officer of the managing general partner
          of Maker (or, if Maker is a corporation, of Maker); and

                         (iii)  Promptly, such additional financial and other
          information (including, without limitation, information regarding the
          Project) as Holder may from time to time reasonably request.
<PAGE>

          (c)  Inspection of Property; Books and Records; Discussions.  Keep
               ------------------------------------------------------
     proper books of record and account in which full, true and correct entries
     in conformity with GAAP and all Requirements of Law shall be made of all
     dealings and transactions in relation to its business and activities and,
     upon reasonable notice, permit representatives of Holder to examine and
     make abstracts from any of its books and records at any reasonable time and
     as often as may reasonably be desired by Holder and to discuss the
     business, operations, properties and financial and other conditions of
     Maker with officers and employees of Maker and with its independent
     certified public accountants.  In addition, on the last day of each
     calendar month on which an Interest payment is due, Maker shall furnish to
     Holder a certified statement of operations of the Project for the calendar
     month in which such Interest payment is due, showing in reasonable detail
     and in a format approved by Holder the Gross Receipts, Operating Expenses,
     and Net Cash Flow, as well as (if required by Holder) all data necessary
     for the calculation of any such amounts.  Maker shall keep and maintain at
     all times full and accurate books of account and records adequate to
     correctly reflect all such amounts.  Such books and records shall be
     available for at least five (5) years after the end of the relevant
     calendar month.  Holder shall have the right to inspect, copy and audit
     such books of account and records at Holder's expense, during reasonable
     business hours, and upon reasonable notice to Maker, for the purpose of
     verifying the accuracy of any principal payments made.  The costs of any
     such audit will be paid by Holder, except that Maker shall pay all
     reasonable costs and expenses of any such audit which discloses that any
     amount properly payable by Maker to Holder hereunder exceeded by five
     percent (5%) or more the amount actually paid and initially reported by
     Maker as being payable with respect thereto.

          (d)  Notices.  Give prompt written notice to Holder of (a) any claims,
               -------
     proceedings or disputes (whether or not purportedly on behalf of Maker)
     against, or to Maker's knowledge, threatened or affecting Maker or the
     Project which, if adversely determined, could reasonably be expected to
     have a Material Adverse Effect (without in any way limiting the foregoing,
     claims, proceedings, or disputes involving in the aggregate monetary
     amounts in excess of $15,000 not fully covered by insurance shall be deemed
     to be material, exclusive of deductibles in an amount not to exceed
     $1,000), or (b) any proposal by any public authority to acquire the Project
     or any portion thereof.

          (e)  Expenses.  Pay all reasonable out-of-pocket expenses (including
               --------
     fees and disbursements of counsel, including special local counsel) of
     Holder, incident to any amendments, waivers and renewals relating to the
     Debt Papers and the protection of the rights of Holder under the Debt
     Papers whether by judicial proceedings or otherwise, including, without
     limitation, in connection with bankruptcy, insolvency, liquidation,
     reorganization, moratorium or other similar proceedings involving Maker or
     a "workout" of the Loan.  The obligations of Maker under this Section 6(e)
                                                                   ------------
     shall survive repayment of the Loan.
<PAGE>

          (f)  Debt Papers.  Comply with and observe all terms and conditions of
               -----------
     the Debt Papers.

          (g)  INDEMNIFICATION.  INDEMNIFY AND HOLD HARMLESS HOLDER AND ITS
               ---------------
     DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS AND AGENTS (THE "INDEMNIFIED
                                                                 ----------
     PARTIES") FROM AND AGAINST ALL DAMAGES AND LIABILITIES (COLLECTIVELY AND
     -------
     SEVERALLY, "LOSSES") ASSESSED AGAINST ANY OF THEM RESULTING FROM THE CLAIMS
                 ------
     OF ANY PARTY RELATING TO OR ARISING OUT OF THE DEBT PAPERS OR THE
     TRANSACTIONS CONTEMPLATED THEREBY, EXCEPT FOR LOSSES CAUSED BY THE GROSS
     NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY, AND REIMBURSE
     EACH INDEMNIFIED PARTY FOR ANY EXPENSES (INCLUDING THE FEES AND
     DISBURSEMENTS OF LEGAL COUNSEL) REASONABLY INCURRED IN CONNECTION WITH THE
     INVESTIGATION OF, PREPARATION FOR OR DEFENSE OF ANY ACTUAL OR THREATENED
     CLAIM, ACTION OR PROCEEDING ARISING THEREFROM (INCLUDING ANY SUCH COSTS OF
     RESPONDING TO DISCOVERY REQUEST OR SUBPOENAS), REGARDLESS OF WHETHER HOLDER
     OR SUCH OTHER INDEMNIFIED PERSON IS A PARTY THERETO.  WITHOUT DEROGATING
     THE PROVISIONS OF SECTION 20 BELOW, IT IS ACKNOWLEDGED AND AGREED BY MAKER
                       ----------------
     THAT THE INDEMNIFICATION RIGHTS OF THE INDEMNIFIED PARTIES HEREUNDER ARE IN
     ADDITION TO AND CUMULATIVE WITH ALL OTHER RIGHTS OF THE INDEMNIFIED
     PARTIES.  WITH REFERENCE TO THE PROVISIONS SET FORTH ABOVE IN THIS SECTION
                                                                        -------
     6(g) FOR PAYMENT BY MAKER OF ATTORNEYS' FEES INCURRED BY THE INDEMNIFIED
     ----
     PARTIES IN ANY ACTION OR CLAIM BROUGHT BY A THIRD PARTY, MAKER SHALL, IF IT
     ADMITS LIABILITY HEREUNDER TO ANY INDEMNIFIED PARTY, DILIGENTLY DEFEND SUCH
     INDEMNIFIED PARTY AND DILIGENTLY CONDUCT THE DEFENSE.  IF HOLDER OR ANY
     OTHER SUCH INDEMNIFIED PARTY DESIRES TO ENGAGE SEPARATE COUNSEL, IT MAY DO
     SO AT ITS OWN EXPENSE; PROVIDED, HOWEVER, THAT SUCH LIMITATION ON THE
     OBLIGATION OF MAKER TO PAY THE FEES OF SEPARATE COUNSEL FOR SUCH
     INDEMNIFIED PARTY SHALL NOT APPLY IF SUCH INDEMNIFIED PARTY HAS RETAINED
     SAID SEPARATE COUNSEL BECAUSE OF A REASONABLE BELIEF THAT MAKER IS NOT
     DILIGENTLY DEFENDING IT AND/OR NOT DILIGENTLY CONDUCTING THE DEFENSE AND SO
     NOTIFIES MAKER.  THE OBLIGATIONS OF MAKER UNDER THIS SECTION 6(g) SHALL
                                                          ------------
     SURVIVE REPAYMENT IN FULL OF THE INDEBTEDNESS EVIDENCED HEREBY.  EXCEPT AS
     OTHERWISE PROVIDED, IT IS THE INTENT OF THIS SECTION 6(g) THAT THE MAKER
                                                  ------------
     SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM LOSSES
<PAGE>
     OCCASIONED BY THE ACTS OR OMISSIONS, INCLUDING, WITHOUT LIMITATION,
     NEGLIGENCE, OF THE INDEMNIFIED PARTIES.

                   MAKER'S INITIALS _____

          (g)  Co-operation.  Execute and deliver to Holder any and all
               ------------
     instruments, documents and agreements, and do or cause to be done from time
     to time any and all other acts, reasonably deemed necessary or desirable by
     Holder to effectuate the provisions and purposes of the Debt Papers.

          (h)  Requirements of Law.  Comply at all times with all Requirements
               -------------------
     of Law.

          (i)  Management Agreement.  Cause or permit the Project to be
               --------------------
     initially managed by a subsidiary of U-Haul International, Inc. and to be
     at all times managed by a nationally recognized self-storage property
     management company (the "Project Manager") approved by the Holder, which
                              ---------------
     Project Manager shall be employed pursuant to an agreement (the "Property
                                                                      --------
     Management Agreement") approved by the Holder.  In no event shall the fees
     --------------------
     paid (or required to be paid) to the Project Manager exceed six percent
     (6%) of Gross Receipts for any time period.  The Maker agrees, upon request
     of the Holder, to exercise its right to terminate any Project Manager upon
     the occurrence and continuance of (i) an Event of Default, (ii) a Sale of
     U-Haul International, Inc. or such Project Manager, (iii) a breach by such
     Project Manager of its respective Property Management Agreement, or (iv)
     the Net Cash Flow prior to subtracting Interest shall fall twenty percent
     (20%) or more for one complete Loan Year.

     7.  Negative Covenants.  Maker hereby agrees that, as long as any
         ------------------
indebtedness under the Note remains unpaid, Maker shall not, directly or
indirectly:

          (a)  Indebtedness.  Create, incur or assume any Indebtedness except
               ------------
     for: (i) the Loan; (ii) Maker's contingent obligations under the Senior
     Loans; (iii) for non-delinquent taxes; and (iv) unsecured debt incurred in
     the ordinary course of business.

          (b)  Consolidation and Merger.  Liquidate or dissolve or enter into
               ------------------------
     any consolidation, merger, partnership, joint venture, syndicate or other
     combination (except for a merger or consolidation for the purpose of, and
     having the effect of changing Maker's jurisdiction of organization).

          (c)  Transactions with Affiliates.  Purchase, acquire or lease any
               ----------------------------
     property from, or sell, transfer or lease any property to, or lend or
     advance any money to, or borrow any money from, or guarantee any obligation
     of, or acquire any stock, obligations or securities of, or enter into any
     merger or consolidation agreement, or any management or similar agreement
     with, any Affiliate, or enter into any other transaction or arrangement or
<PAGE>
     make any payment to (including, without limitation, on account of any
     management fees, service fees, office charges, consulting fees, technical
     services charges or tax sharing charges) or otherwise deal with, in the
     ordinary course of business or otherwise, any Affiliate on terms which are
     unreasonably burdensome or unfair, except (i) transactions relating to the
     sharing of overhead expenses, including, without limitation, managerial,
     payroll and accounting and legal expenses, for which charges assessed
     against Maker are not greater than would be incurred by Maker in similar
     transactions with non-Affiliates, or (ii) fair and reasonable transactions
     between Maker and U-Haul International, Inc. and its related companies.

          (d)  Sale of Interests in the Project or in the Maker.  Without
               ------------------------------------------------
     obtaining the prior written consent of Holder (which Holder may withhold or
     condition in its sole and absolute discretion), cause, permit or acquiesce
     in any Sale or Financing.

          (e)  Distributions.  Notwithstanding anything to the contrary
               -------------
     contained in this Note or the Debt Papers, Maker shall not make any
     distributions to any of its partners, except for distributions of amounts
     not in excess of (i) the Catch-Up Amount for any quarter, (ii) any Net Cash
     Flow for any quarter remaining after the payment to Holder of all Interest
     and the Catch-Up Amount payable for and with respect to such quarter, and
     (iii) upon the Sale or Financing any Net Sale or Financing proceeds
     remaining after payment to Holder of the amounts to which Holder is
     entitled hereunder in connection therewith.

          (f)  Business.  Engage, directly or indirectly, in any business other
               --------
     than that arising out of the issuance of this Note, entering into the Debt
     Papers, taking the actions required to be performed under the Debt Papers
     and operating the Mortgaged Properties.

          (g)  No Bankruptcy Filing.  To the extent permitted by law, without
               --------------------
     the unanimous consent of the Board of Directors of the Maker (for these
     purposes such Board of Directors will not include any committee thereof)
     voluntarily file any petition for bankruptcy, reorganization, assignment
     for the benefit of creditors or similar proceeding.

          (h)  No Joint Venture.  Engage in a joint venture or become a partner
               ----------------
     with any other Person.

     8.   Event of Default; Remedies.  Any one of the following occurrences
          --------------------------
shall constitute an Event of Default under this Note:

          (a)  The failure by the undersigned to make any payment of principal,
     Interest or Yield Maintenance Premium upon this Note as and when the same
     becomes due and payable in accordance with the provisions hereof, and the
     continuation of such failure for a period of ten (10) days after notice
     thereof to the Maker;

          (b)  The failure by the Maker to deposit in any account established
<PAGE>
     and maintained pursuant to the Collection Account Agreement any amount
     required to be deposited in such account within 2 days of when required
     pursuant to the terms of the Collection Account Agreement;

          (c)  Any representation, warranty or certification made by Maker under
     any Debt Paper or in any report, certificate or financial statement
     delivered to the Holder under or in connection with any Debt Paper is
     materially inaccurate or incomplete as of the date made; provided, however,
     that such inaccurate or incomplete representation, warranty or
     certification is material and cannot be cured without material prejudice to
     the Holder within 30 days written notice thereof to the Maker;

          (d)  The failure by Maker to perform any obligation under, or the
     occurrence of any other default with respect to any provision of, this Note
     other than as described in any of the other clauses of this Section 8, and
     the continuation of such default for a period of 30 days after written
     notice thereof to the Maker;

          (e)  The occurrence of any Default under the Mortgage, under the
     Security Agreement and Assignment (Management Agreement), or under any of
     the other Debt Papers;

          (f)  (i) Maker shall file, institute or commence any case, proceeding
     or other action (A) under any existing or future law of any jurisdiction,
     domestic or foreign, relating to bankruptcy, insolvency, reorganization or
     relief of debtors, seeking to have an order for relief entered with respect
     to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
     reorganization, arrangement, adjustment, winding-up, liquidation,
     dissolution, composition or other relief with respect to it or its debts,
     or (B) seeking appointment of a receiver, trustee, custodian or other
     similar official for it or for all or any substantial part of its assets,
     or Maker shall make a general assignment for the benefit of its creditors;
     or (ii) there shall be filed, instituted or commenced against Maker any
     case, proceeding or other action of a nature referred to in clause (i)
     above which (A) results in the entry of any order for relief or any such
     adjudication or appointment, or (B) remains undismissed undischarged for a
     period of 60 days; or (iii) there shall be commenced against Maker any
     case, proceeding or other action seeking issuance of a warrant of
     attachment, execution, distraint or similar process against all or
     substantially all of its assets which results in the entry of an order for
     any such relief which shall not have been vacated, discharged, stayed,
     satisfied, or bonded to Holder's satisfaction pending appeal, within 60
     days from the first entry thereof; or (iv) Maker shall take any action in
     furtherance of, or indicating its consent to, approval of, or acquiescence
     in, any of the acts described in any of the preceding clauses (i) , (ii) or
     (iii); or (v) Maker shall not, or shall be unable to, or shall admit in
     writing its inability to, pay its debts as they become due, or shall in
     writing admit that it is insolvent;

          (g)  One or more judgments or decrees in an aggregate amount exceeding
<PAGE>
     $1,000,000.00 shall be entered against Maker and all such judgments or
     decrees shall not have been vacated, discharged, stayed, satisfied, or
     bonded to Holder's satisfaction pending appeal within 60 days from the
     first entry thereof; or

          (h)  The occurrence of a Event of Default under the Promissory Notes
     evidencing the Senior Loans.

Upon the occurrence of any Event of Default hereunder:  the entire unpaid
principal balance of, and any unpaid Basic Interest and Additional Interest then
accrued on, this Note together with the Yield Maintenance Premium, if any, and
other charges payable pursuant to the Debt Papers shall, at the option of the
Holder hereof and without demand or notice of any kind to the undersigned or any
other person, immediately become and be due and payable in full (except that
such acceleration shall occur automatically upon the occurrence of any Event of
Default described in the preceding clause (e) of this Section 8, without further
action or decision by Holder) ; and the Holder shall have and may exercise any
and all rights and remedies available at law or in equity and also any and all
rights and remedies provided in the Mortgage and any of the other Security
Documents.

     9.  Offset.  In addition to (and not in limitation of) any rights of offset
         ------
that the Holder hereof may have under applicable law, upon the occurrence of any
Event of Default hereunder the Holder hereof shall have the right, immediately
and without notice, to appropriate and apply to the payment of this Note any and
all balances, credits, deposits, accounts or moneys of the Maker then or
thereafter with or held by the Holder hereof.

     10.  Allocation of Balances or of Payments.  At any and all times until
          -------------------------------------
this Note and all amounts hereunder (including principal, Interest, and other
charges and amounts, if any) are paid in full, all payments (whether of
principal, Interest or other amounts) made by the undersigned or any other
person (including any guarantor) to the Holder hereof may be allocated by the
Holder to principal, Interest or other charges or amounts as the Holder may
determine in its sole, exclusive and unreviewable discretion (and without notice
to or the consent of any person).

     11.  Captions.  Any headings or captions in this Note are inserted for
          --------
convenience of reference only, and they shall not be deemed to constitute a part
hereof, nor shall they be used to construe or interpret the provisions of this
Note.

     12.  Waiver.
          ------

          (a)  Maker, for itself and for its successors, transferees and assigns
     and all guarantors and endorsers, hereby waives diligence, presentment and
     demand for payment, protest, notice of protest and nonpayment, dishonor and
     notice of dishonor, notice of the intention to accelerate, notice of
     acceleration, and all other demands or notices of any and every kind
     whatsoever (except only for any notice of default expressly provided for in
     Section 8 of this Note or in the Security Documents) and the undersigned
     ---------
<PAGE>
     agrees that this Note and any or all payments coming due hereunder may be
     extended from time to time in the sole discretion of the Holder hereof
     without in any way affecting or diminishing their liability hereunder.

          (b)  No extension of the time for the payment of this Note or any
     payment becoming due or payable hereunder, which may be made by agreement
     with any Person now or hereafter liable for the payment of this Note, shall
     operate to release, discharge, modify, change or affect the original
     liability under this Note, either in whole or in part, of the Maker if it
     is not a party to such agreement.

          (c)  No delay in the exercise of any right or remedy hereunder shall
     be deemed a waiver of such right or remedy, nor shall the exercise of any
     right or remedy be deemed an election of remedies or a waiver of any other
     right or remedy.  Without limiting the generality of the foregoing, the
     failure of the Holder hereof promptly after the occurrence of any Event of
     Default hereunder to exercise its right to declare the indebtedness
     remaining unmatured hereunder to be immediately due and payable shall not
     constitute a waiver of such right while such Event of Default continues nor
     a waiver of such right in connection with any future Event of Default on
     the part of the undersigned.

     13.  Payment of Costs.  The undersigned hereby expressly agrees that upon
          ----------------
the occurrence of any Event of Default under this Note, the undersigned will pay
to the Holder hereof, on demand, all costs of collection or enforcement of every
kind, including (but not limited to) all attorneys' fees, court costs, and other
costs and expenses of every kind incurred by the Holder hereof, on demand, all
costs of collection or enforcement of every kind, including (but not limited to)
all attorneys' fees, court costs, and other costs and expenses of every kind
incurred by the Holder hereof in connection with the protection or realization
of any or all of the security for this Note, whether or not any lawsuit is ever
filed with respect thereto.

     14.  The Debt Papers.  This Note is unsecured.  The Senior Loans are
          ---------------
secured by, inter alia,  certain Deeds of Trust (and Mortgages, and Deeds to
            ----- ----
Secure Debt), Assignment of Leases and Rents, Security Agreement and Financing
Statement, made and granted by subsidiaries of Maker to or for the benefit of
the Senior Holders, respectively, which create liens on real estate in the
Project and which also creates a security interest in personal property located
thereat or utilized in connection therewith, and each and every additional
document or instrument which may at any time be delivered to the Senior Holders
as security under the Senior Loans, as any of the same may at any time or from
time to time be amended, modified or restated, and together with all
substitutions and replacements therefor, are sometimes referred to collectively
herein as the "Security Documents").  Reference should be made to the Mortgage
               ------------------
and the other Security Documents for a description of the property encumbered
thereby and the nature and extent of the security thereof.  This Note, the
Security Documents and all other documents executed in connection with the Note
and the Security Documents are sometimes referred to collectively herein as the
"Debt Papers".  This Note, the Mortgage, and the other Debt Papers (if any) are
 -----------
hereby incorporated by reference into this Note in their entirety, as though the
<PAGE>
complete text of each of them were set out in full here in the body of this
Note.  Notwithstanding anything to the contrary set forth herein, this Note is
not indebtedness of, and is not secured, whether directly or indirectly, by any
collateral or property owned or operated by the Borrowers, or any of them.

     15.  Notices.  All notices, demands and other communications hereunder to
          -------
either party shall be made in writing and shall be deemed to have been given
when actually received or, if mailed, on the first to occur of actual receipt or
the third business day after the deposit thereof in the United States mails, by
registered or certified mail, postage prepaid, addressed as follows:



     If to the Maker: SAC Holding Corporation
                      715 South Country Club Drive
                      Mesa, AZ 85210

     If to the Holder:   U-Haul International, Inc..
                         2721 North Central Avenue
                         Phoenix, Arizona 85004
                         Attention:  Donald Murney or
                                Treasurer


or to either party at such other address as such party may designate as its
address for the receipt of notices hereunder in a written notice duly given to
the other party.

     16.  Time of the Essence.  Time is hereby declared to be of the essence of
          -------------------
this Note and of every part hereof.

     17.  Governing Law.  This Note shall be governed by and construed in
          -------------
accordance with the internal laws of the State of Arizona.

     18.  Jurisdiction.  In any controversy, dispute or question arising
          ------------
hereunder or under the other Debt Papers, the Maker consents to the exercise of
jurisdiction over its person and property by any court of competent jurisdiction
situated in the State of Arizona (whether it be a court of the State of Arizona,
or a court of the United States of America situated in the State of Arizona),
and in connection therewith, agrees to submit to, and be bound by, the
jurisdiction of such court upon the Holder's mailing of process by registered or
certified mail, return receipt requested, postage prepaid, within or without the
State of Arizona, to the Maker at its address for receipt of notices under this
Note.
<PAGE>

     19.  HOLDER NOT PARTNER OF MAKER.  UNDER NO CIRCUMSTANCES WHATSOEVER SHALL
          ---------------------------
THE HOLDER OF THIS NOTE BE DEEMED TO BE A PARTNER OR A CO-VENTURER WITH MAKER OR
WITH ANY OTHER PERSON.  MAKER SHALL NOT REPRESENT TO ANY PERSON THAT THE MAKER
AND THE HOLDER HEREOF ARE PARTNERS OR CO-VENTURERS.  ANY AND ALL ACTIONS BY THE
HOLDER HEREOF IN EXERCISING ANY RIGHTS, REMEDIES OR PRIVILEGES HEREOF OR IN
ENFORCING THIS NOTE OR THE OTHER DEBT PAPERS WILL BE EXERCISED BY THE HOLDER
SOLELY IN FURTHERANCE OF ITS ROLE AS A SECURED LENDER.

     20.  Limitation of Personal Liability.  Except for fraud or knowing
          --------------------------------
misrepresentations, neither Maker nor any partner in Maker shall be liable
personally to pay this Note or the indebtedness evidenced hereby, and the Holder
shall not seek any personal or deficiency judgment on this Note except for fraud
or knowing misrepresentations, and the sole remedy of the Holder hereunder or
under any of the other Debt Papers shall (except for fraud, misappropriation of
funds or knowing misrepresentations) be under the Security Documents for
enforcement thereof or shall otherwise be against the Collateral (defined for
purposes hereof as defined in the Mortgage) and any other property at any time
securing any or all of the Liabilities (defined for purposes hereof as defined
in the Mortgage); provided, however, that the foregoing shall not in any way
diminish or affect (i) any rights the Holder may have (as a secured party or
otherwise) to, against or with respect to the Collateral or any other property
at any time securing any of the liabilities, (ii) any rights of the Holder
against the Maker with respect to any fraud, misappropriation of funds or
knowing misrepresentation, or (iii) any rights of the Holder under or with
respect to any guaranty at any time furnished to the Holder relating to or
concerning any of the Liabilities.

     21.  JURY TRIAL.  THE MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY
          ----------
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE
OR ANY DEBT PAPERS TO WHICH IT IS A PARTY, OR UNDER ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN
CONNECTION WITH THIS NOTE OR ANY DEBT PAPERS, AND AGREES THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

     22.  Entire Agreement.  This Note and the other Security Documents
          ----------------
constitute the entire agreement between Maker and Payee.  No representations,
warranties, undertakings, or promises whether written or oral, expressed or
implied have been made by the Payee or its agent unless expressly stated in this
Note or the Security Documents.


                     [THIS SPACE INTENTIONALLY LEFT BLANK]
<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed and delivered this Note,
pursuant to proper authority duly granted, as of the date and year first above
written.


            SAC HOLDING CORPORATION
            a Nevada corporation

            By:  /S/ Mark V. Shoen
                 ----------------------------------

            Its: President
                 -----------------------------------



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>4
<FILENAME>p66363aex10-7.txt
<DESCRIPTION>EX-10.7
<TEXT>
<PAGE>
                                                                    Exhibit 10.7

                               PROMISSORY NOTE

Maximum principal amount of                              dated as of May 7, 1999
$50,000,000

     FOR VALUE RECEIVED, the undersigned SAC Holding Corporation, a Nevada
corporation (the "Maker" or the "undersigned"), promises to pay to the order of
                  -----          -----------
Nationwide Commercial Company, an Arizona corporation, ("Payee"), at the
                                                         -----
principal office of the Payee at 2721 North Central Avenue, Phoenix, Arizona
85004 or at such other place or places as the holder hereof may from time to
time designate in writing, the principal sum of up to Fifty Million Dollars
($50,000,000), or, if less, the aggregate unpaid principal amount of the Loan
made by Payee to Maker, with Interest on the principal balance outstanding from
time to time, all as hereinafter set forth.

     1.   Definitions.  As used in this Note, each of the following terms shall
          -----------
have the following meanings, respectively:

          "Accrual Rate":  shall mean the annual interest rate of eight and one-
           ------------
     half percent (8.5%).

          "Additional Interest":  shall mean and include both Cash Flow
          ---------------------
     Contingent Interest and Capital Proceeds Contingent Interest.

          "Adjusted Operating Expenses":  shall mean Operating Expenses (i) to
          -----------------------------
     account for all actual or required Operating Expenses as opposed to
     escrowed or estimated payments made pursuant to the Senior Loans and (ii)
     such other adjustments to Operating Expenses to adjust for seasonal,
     extraordinary or non-customary expenses and costs and other abnormalities.

          "Affiliate":  of any specified Person shall mean (i) any other Person
          -----------
     controlling or controlled by or under common control with such specified
     Person and (ii) any limited partner of such Person if such Person is a
     limited partnership, any shareholder of such Person if such Person is a
     corporation, or any member of such Person if such Person is a limited
     liability company.  For the purposes of this definition, "control," when
     used with respect to any specified Person, means the power to direct the
     management and policies of such person, directly or indirectly, whether
     through the ownership of voting securities, by contract, or otherwise; and
     the terms "controlling" and "controlled" have meanings correlative to the
     foregoing.

          "Basic Interest":  shall have the meaning given it in Section 2(a) and
          ----------------                                      ------------
     2(b) below.
     ----

          "Borrowers": collectively, are the following:  Six-A SAC Self-Storage
           ---------
<PAGE>
     Corporation, Six-B SAC Self-Storage Corporation, Six-C SAC Self-Storage
     Corporation ,Eight SAC Self-Storage Corporation, Nine SAC Self-Storage
     Corporation, Ten SAC Self-Storage Corporation and Eleven SAC Self-Storage
     Corporation, each Nevada corporations.

          "Capital Proceeds Contingent Interest":  shall have the meaning given
          --------------------------------------
     it in Section 2(h)(i) below.
           ---------------

          "Cash Flow Contingent Interest":  shall have the meaning given it in
          -------------------------------
     Section 2(e) below.
     ------------

          "Catch-Up Payment":  shall have the meaning given it in Section 2(d).
          ------------------                                      ------------

          "Debt Papers":  shall mean the documents and instruments included
          ------------
     within the definition of the term "Debt Papers" as provided in Section 14
                                        -----------                 ----------
     below.

          "Deferred Interest":  shall have the meaning given it in Section 2(a).
          -------------------                                      -----------

          "GAAP": shall mean generally accepted accounting principles as used
          ------
     and understood in the United States of America from time to time.

          "Gross Income":  shall equal Gross Receipts for the applicable twelve
          --------------
     (12) month period less (i) sale tax and other similar taxes, (ii)
     condemnation awards, (iii) casualty or other insurance proceeds, (iv)
     proceeds of any borrowing, (v) proceeds of any or sale of any Mortgaged
     Properties, (vi) proceeds of any sale of assets outside the ordinary course
     of business, (vii) revenues relating to equipment or vehicle rentals and
     (vii) any revenue generated other than in connection with the use of the
     Mortgaged Properties.

          "Gross Receipts":  shall mean, for any period all gross receipts,
          ----------------
     revenues and income of any and every kind collected or received by or for
     the benefit or account of Maker and the Borrower during such period arising
     from the ownership, rental, use, occupancy or operation of the Project or
     any portion thereof.  Gross Receipts shall include, without limitation, all
     receipts from all tenants, licensees and other occupants and users of the
     Project or any portion thereof, including, without limitation, rents,
     security deposits and the like, interest earned and paid or credited on all
     Maker's or the Borrowers' deposit accounts related to the Project, all
     proceeds of rent or business interruption insurance, and the proceeds of
     all casualty insurance or eminent domain awards to the extent not (i)
     applied, or reserved and applied within six (6) months after the creation
     of such reserve, to the restoration of the Project in accordance with the
     Mortgage, (ii) paid to Holder to reduce the principal amount of the Loan or
     (iii) paid to reduce the principal amount of the Senior Loans.  Gross
     Receipts shall include the net commission payable from U-Haul
     International, Inc. for the rental of its equipment (whether or not such
     equipment is owned by the Owner of the Mortgaged Property) at any Mortgaged
     Property; provided however that such net commissions payable shall not be
<PAGE>
     included in Gross Receipts until the 15th day of the month following the
     month in which such rental occurred, all in accordance with the customary
     procedure for the payment of net commission.  Gross Receipts shall not
     include any capital contributed to Maker, whether in the form of a loan or
     equity, or any proceeds from any loan made to Maker.  For the purpose of
     calculating the permitted Management Fee and the Capital Expenditure
     Reserve Deposit, Gross Receipts shall also exclude sales taxes collected by
     the Maker in connection with the operation of the Project and held in trust
     for payment to the taxing authorities.  Further, in calculating the
     Management Fee, Gross Receipts shall be further modified as provided for in
     the Property Management Agreement.  Any receipt included within Gross
     Receipts in one period shall not be included within Gross Receipts for any
     other period (i.e., no item of revenue or receipts shall be counted twice).
                   ----

          "Highest Lawful Rate": shall mean the maximum rate of interest which
          ---------------------
     the Holder is allowed to contract for, charge, take, reserve, or receive
     under applicable law after taking into account, to the extent required by
     applicable law, any and all relevant payments or charges hereunder.

          "Holder":  shall mean at any particular time, the Person which is then
          --------
     the holder of this Note.

          "Interest":  shall mean Additional Interest, Basic Interest and
          ----------
     Deferred Interest.

          "Loan":  shall mean the mortgage loan in the amount of up to
          ------
     $50,000,000.00 made by Payee to Maker and evidenced by the Note or up to
     such amount as may have been advanced by Payee to Maker from time to time.

          "Loan Year":  shall mean a year commencing on the date of this Note,
          -----------
     or an anniversary thereof, and ending 365 days (or 366 days in a leap year)
     thereafter.

          "Management Fee":  shall mean the fee paid to the Project Manager
          ----------------
     pursuant to the Property Management Agreement which fee shall in no event
     exceed six percent (6.0%) of Gross Receipts.

          "Material Adverse Effect":  shall mean the likely inability or
          -------------------------
     reasonably anticipated inability of Maker to pay the Loan and perform its
     other obligations in compliance with the terms of the Debt Papers.

          "Maturity Date":  shall mean the first to occur of the Stated Maturity
          ---------------
     Date and the earlier date (if any) on which the unpaid principal balance
     of, and unpaid Interest on, this Note shall become due and payable on
     account of acceleration by the Holder hereof.

          "Mortgage":  shall mean collectively the Deeds of Trust (and
          ----------
     Mortgages, and Deeds to Secure Debt), Assignment of Leases and Rents,
     Security Agreement and Financing Statement securing the promissory note
     representing the Senior Loans, as the same may be amended, modified or
     restated from time to time and together with all replacements and
     substitutions therefor.  The Mortgage is more fully identified in Section
                                                                       -------
     14 below.
     --

          "Mortgaged Properties": shall mean the properties of the Borrowers
          ----------------------
     encumbered by the Senior Loan Documents.

          "Net Capital Proceeds":  shall have the meaning given it in Section
          ----------------------                                      -------
     2(h)(iv) below.
     --------

          "Net Cash Flow":  shall mean, for any period, the amount by which the
          ---------------
     Gross Receipts for such period exceed the sum of Interest paid during such
     period, Operating Expenses paid for and with respect to such period, and
     interest paid under and on account of the Senior Loans during such period;
     but Net Cash Flow for any period shall not be less than zero.

          "Net Cash Flow Before Debt Service":  shall mean, for any period, the
          -----------------------------------
     amount by which the Gross Receipts for such period exceed the Operating
     Expenses for and with respect to such period.

          "Net Operating Income":  shall mean the "Gross Income" generated by
          ----------------------
     the Project less Adjusted Operating Expenses, adjusted to reflect a ninety-
     five (95%) percent occupancy on a per Mortgaged Property basis for of the
     Project.

          "Note": shall mean this Promissory Note as it may be amended,
          ------
     modified, extended or restated from time to time, together with all
     substitutions and replacements therefor.

          "Operating Expenses":  shall mean, for any period, all cash
          --------------------
     expenditures of Maker or the Borrowers actually paid (and properly payable)
     during such period for (i) payments into escrow pursuant to the Debt Papers
     for real and personal property taxes; (ii) real and personal property taxes
     on the Project (except to the extent paid from escrowed funds); (iii)
     premiums for liability, property and other insurance on the Project; (iv)
     the Capital Expenditure Reserve Deposit; (v) the Management Fee; (vi) sales
     and rental taxes relating to the Project (except to the extent paid from
     the Tax and Insurance Escrow Account); and (vii) normal, reasonable and
     customary operating expenses of the Project.  In no event shall Operating
     Expenses include amounts distributed to the partners or shareholder's of
     Maker or the Borrowers, payments to Affiliates not permitted under Section
                                                                        -------
     7(c) below, any payments made on the Loan or any other loan obtained by
     ----
     Maker, amounts paid out of any funded reserve expressly approved by Holder,
     non-cash expenses such as depreciation, or any cost or expense related to
     the restoration of the Project in the event of a casualty or eminent domain
     taking paid for from the proceeds of insurance or an eminent domain award
<PAGE>
     or any reserve funded by insurance proceeds or eminent domain awards.

          "Pay Rate":  shall mean the annual interest rate of two percent
          ----------
     (2.0%).

          "Pay Rate Interest":  shall mean for any period the amount of Basic
          -------------------
     Interest payable for such period less the amount of Deferred Interest which
     accrued during such period.

          "Person":  shall mean any corporation, natural person, firm, joint
          --------
     venture, general partnership, limited partnership, limited liability
     company, trust, unincorporated organization, government or any department
     or agency of any government.

          "Present Value":  shall have the meaning given such term in Section
          ---------------                                             -------
     4(c) below.
     ---

          "Project":  shall mean the real estate, the improvements and the
          ---------
     personal property encumbered pursuant to the Senior Loan Documents, taken
     together collectively.

          "Project Manager":  shall have the meaning given it in Section 6(j)
          -----------------                                      ------------
     below.

          "Property Management Agreement":  shall have the meaning given such
          -------------------------------
     term in Section 6(j) below.
             ------------

          "Requirements of Law":  shall mean, as to any Person, requirements as
          ---------------------
     set out in the provisions of such Person's Articles of Incorporation and
     Bylaws (in the case of a corporation) partnership agreement and certificate
     or statement of partnership (in the case of a partnership) or other
     organizational or governing documents, or as set out in any law, treaty,
     rule or regulation, or final and binding determination of an arbitrator, or
     determination of a court or other federal, state or local governmental
     agency, authority or subdivision applicable to or binding upon such Person
     or any of its property or to which such Person or any of its property is
     subject, or in any private covenant, condition or restriction applicable to
     or binding upon such Person or any of its property or to which such Person
     or any of its property is subject.

          "Sale":  shall mean any direct or indirect sale, assignment, transfer,
          ------
     conveyance, lease (except for leases of terms not exceeding 1 year to
     tenants in the ordinary course of business complying with standards and in
     a form approved by Payee) or disposition of any kind whatsoever of the
     Project, or of any portion thereof or interest (whether legal, beneficial
     or otherwise) or 25% or more (in the aggregate of all such sales,
     transfers, assignments, etc., made at any time or from time to time, taken
     together) of all equity interests in Maker.

          "Security Documents":  shall mean the documents and instruments
          --------------------
     included within the definition of the term "Security Documents" as provided
                                                --------------------
     in Section 14 below.
        ----------
<PAGE>

          "Senior Loan Documents":  shall mean and include, at any time, all
          -----------------------
     promissory notes, mortgages and other documents and instruments which
     create, evidence or secure all or any part of the Senior Loans.

          "Senior Lender" shall mean Wells Fargo Bank, N.A. ("Wells"), GE
          ---------------
     Capital Corporation ("GE") and/or First Union National Bank, N.A. ("First
     Union"), as the context may so require, in their respective capacities as
     the lenders  under the Senior Loans.

          "Senior Loans":  shall mean, collectively, (i) that certain loan in
          --------------
     the amount of $32,100,000.00 made by the Wells to the Eleven SAC Self
     Storage Corporation; (ii) that certain loan in the amount of $9,626,000.00
     made by the GE to the Eight SAC Self Storage Corporation; (iii) that
     certain loan in the amount of $8,945,000.00 made by the GE to the Nine SAC
     Self Storage Corporation; (iv) that certain loan in the amount of
     $10,272,000.00 made by the GE to the Ten SAC Self Storage Corporation; (v)
     that certain loan in the amount of $9,675,000.00 made by the First Union to
     the Six-A SAC Self Storage Corporation; (vi) that certain loan in the
     amount of $9,423,000.00 made by the First Union to the Six-B SAC Self
     Storage Corporation; and (vii) that certain loan in the amount of
     $10,513,000.00 made by the First Union to the Six-C SAC Self Storage
     Corporation.

          "Stated Maturity Date":  shall mean May 7, 2019, or the date on which
          ----------------------
     all of the Property Management Agreements are terminated in accordance with
     Section 6 thereof,  or on demand by Payee.

          "Tax and Insurance Escrow Account":  shall mean any impound account
          ----------------------------------
     established pursuant to the Senior Loans, or any of them.

          "Triggering Event":  shall have the meaning given it in Section
          ------------------                                      -------
     2(h)(ii) below.
     --------

          "Yield Maintenance Premium":  shall have the meaning given such term
          ---------------------------
     in Section 4(b) below.
        ------------

     2.  Interest.
         --------

          (a)  Basic Interest Rate Prior to Maturity.  Prior to the Maturity
               -------------------------------------
     Date, interest ("Basic Interest") shall accrue on the principal balance of
                      --------------
     the Note outstanding from time to time at the Accrual Rate.  Such interest
     shall be paid as follows:  quarterly in arrears, on the
     ____________________.  Maker shall pay to Holder an amount calculated by
     applying the Pay Rate to the principal balance outstanding hereunder; and,
     the remainder of the Basic Interest accrued hereunder at the Accrual Rate
     during such quarter through the last day of such quarter ("Deferred
                                                                --------
     Interest") shall be deferred, shall be payable as and at the time provided
     --------
     in Section 2(d) below, and commencing on the day payment of Basic Interest
        ------------
<PAGE>
     at the Pay Rate is due for such quarter, interest shall accrue on such
     Deferred Interest at the Accrual Rate (and any accrued interest thereon,
     shall be considered part of Deferred Interest).

          (b)  Post-Maturity Basic Interest.  From and after the Maturity Date
               ----------------------------
     interest ("Post Maturity Basic Interest") shall accrue and be payable on
                ----------------------------
     the outstanding principal balance hereof until paid in full at an annual
     rate equal to fifteen percent (15%) and such Post Maturity Basic Interest
     shall be payable upon demand.

          (c)  Computations.  All computations of interest and fees payable
               ------------
     hereunder shall be based upon a year of 360 days for the actual number of
     days elapsed.

          (d)  Deferred Interest.  Deferred Interest shall be paid as follows:
               -----------------

               (i)  On each quarterly date for the payment of Basic Interest,
          Maker shall pay an amount (the "Catch-Up Payment") equal to the lesser
                                          ----------------
          of (i) the aggregate outstanding Deferred Interest on the last day of
          the quarter for which such payment is being made and (ii) ninety
          percent (90%) of the result of subtracting from Net Cash Flow Before
          Debt Service for that quarter the sum of principal and interest paid
          on the Senior Loans by the borrowers thereunder for such period plus
          an additional amount equal to twice the Pay Rate Interest for such
          period;

               (ii)  All unpaid Deferred Interest shall be paid on the Maturity
          Date; and

               (iii) No payment of Deferred Interest may, when added to all
          other payments of interest or payments construed as interest, shall
          exceed the Highest Lawful Rate.

          (e)  Cash Flow Contingent Interest.  In addition to Basic Interest and
               -----------------------------
     Deferred Interest, on each date on which Basic Interest is payable
     hereunder, Maker shall pay to Holder interest ("Cash Flow Contingent
                                                     --------------------
     Interest") in an amount equal to the amount (if any) by which ninety
     --------
     percent (90%) of the result of subtracting from Net Cash Flow Before Debt
     Service for that quarter the sum of principal and interest paid on the
     Senior Loans for such period plus an additional amount equal to twice the
     Pay Rate Interest for such period each calculated as of that date exceeds
     the Catch-Up Payment paid on that date by Maker to Holder.  Additionally,
     at the time of the closing of any impound accounts established pursuant to
     the Senior Loan Documents, deposits into which are considered Operating
     Expenses, Cash Flow Contingent Interest shall be due to the Holder on the
     balances in those accounts except to the extent such balances are paid to
     the Senior Lender.

          (f)  Quarterly Statements; Adjustment of Payments. On the due date for
               --------------------------------------------
     each payment of Basic Interest, Maker shall deliver to Holder a certified
     statement of operations of the Project for the calendar quarter or other
     period with respect to which such Basic Interest is due, showing in
<PAGE>
     reasonable detail and in a format approved by Holder respective amounts of,
     and the method of calculating, the Gross Receipts, Gross Income, Operating
     Expenses, Net Cash Flow, Catch-Up Amount and Cash Flow Contingent Interest
     for the preceding calendar quarter, as well as (if requested by Holder) all
     data necessary for the calculation of any such amounts.  Maker shall keep
     and maintain at all times full and accurate books of account and records
     adequate to correctly reflect all such amounts.  Such books and records
     shall be available for at least five years after the end of the calendar
     quarter to which they relate.  Holder shall have the right to inspect, copy
     and audit such books of account and records during reasonable business
     hours, and upon reasonable notice to Maker, for the purpose of verifying
     the accuracy of any payments made on account of Cash Flow Contingent
     Interest.  The costs of any such audit will be paid by Holder, except that
     Maker shall pay all reasonable costs and expenses of any such audit which
     discloses that any amount properly payable by maker to Holder hereunder
     exceeded by five percent (5%) or more the amount actually paid and
     initially reported by maker as being payable with respect thereto.

          (g)  Prorations of Cash Flow Contingent Interest. Cash Flow Contingent
               -------------------------------------------
     Interest shall be equitably prorated on the basis of a 365-day year for any
     partial calendar quarter in which the term of the Loan commences or in
     which the Note is paid in full.  If the payment of Cash Flow Contingent
     Interest due on the Maturity Date is made before the delivery to Holder of
     the quarterly statement for the then current calendar quarter, then Maker
     shall pay to Holder on Maturity Date an estimate of such amount.  Maker
     shall subsequently deliver to Holder an operating statement as required by
     Section 2(f) for the quarter in which the Maturity Date occurred, and an
     ------------
     appropriate adjustment of the estimated amount previously paid by Maker
     shall be made by the parties within ten (10) days after the operating
     statement for such final quarter is delivered to Holder.

          (h)  Capital Proceeds Contingent Interest.
               ------------------------------------

               (i)  Capital Proceeds Contingent Interest Defined. Maker shall
                    --------------------------------------------
     pay to Holder, in addition to Basic Interest, Deferred Interest and Cash
     Flow Contingent Interest, at the time or times and in the manner
     hereinafter described, an amount equal to ninety percent (90%) of the Net
     Capital Proceeds resulting from, or determined at the time of, any of the
     Triggering Events described below (collectively, "Capital Proceeds
                                                       ----------------
     Contingent Interest").
     -------------------

               (ii)  Events Triggering Payment of Net Capital Proceeds.  Capital
                     -------------------------------------------------
     Proceeds Contingent Interest shall be due and payable concurrently with the
     occurrence of each and every one of the following events (collectively
     "Triggering Events", and individually, a "Triggering Event"):
      -----------------                        ----------------

                    (A)  Project Sale or Financing.  The closing of any Sale of
                         -------------------------
<PAGE>
     the Project (any such event is hereinafter collectively referred to as a
     "Sale or Financing");
      -----------------

                    (B)  Default Occurrence.  The occurrence of any Event of
                         ------------------
     Default which is not fully cured within the period of time, if any,
     expressly provided for cure herein, and the acceleration of the maturity of
     the Loan on account thereof (hereinafter collectively referred to as a
     "Default Occurrence"); and
      ------------------

                    (C)  Maturity Occurrence.  The occurrence of the Maturity
                         -------------------
     Date or the prepayment by Maker (if permitted hereunder) of all principal
     and accrued Basic Interest (including, without limitation, Deferred
     Interest) and Cash Flow Contingent Interest outstanding on the Loan (the
     "Maturity Occurrence").
      -------------------

               (iii)  Notice of Triggering Event: Time for Payment of Capital
                      -------------------------------------------------------
     Proceeds Contingent Interest.  Maker shall notify Holder of the occurrence
     ----------------------------
     of a Triggering Event, and shall pay Holder the full amount of any
     applicable Capital Proceeds Contingent Interest which is payable in
     connection therewith, as follows:

                    (A)  In the case of any Sale or Financing or the Maturity
     Occurrence, Maker shall give Holder written notice of any such Triggering
     Event not less than seventy five (75) days before the date such Triggering
     Event is to occur.  Any Capital Proceeds Contingent Interest due Holder on
     account of any Sale or Financing or the Maturity Occurrence shall be paid
     to Holder on the date such Triggering Event occurs.

                    (B)  In the case of a Default Occurrence, no notice of such
     a Triggering Event need be given by Maker.  In such event, payment of any
     and all Capital Proceeds Contingent Interest on account of the Default
     Occurrence shall be immediately due and payable upon acceleration of the
     maturity of the Loan.

               (iv)  Determination of Net Capital Proceeds.  Prior to the
                     -------------------------------------
     occurrence of a Triggering Event (or, in the event of a Default Occurrence,
     within a reasonable time thereafter), the "Net Capital Proceeds" resulting
                                                --------------------
     from such Triggering Event shall be determined as follows:

                    (A)  Net Capital Proceeds From Sale or Financing.  Except as
                         -------------------------------------------
     provided in Section 2(h)(iv)(B) below, in the event of a Sale or Financing,
                 -------------------
     "Net Capital Proceeds" shall be the amount which is equal to: (I) either
      --------------------
     (x) the Gross Capital Proceeds (as hereinafter defined) realized from the
     Project, or (y) the fair market value of the Project determined pursuant to
     Section 2(h)(v) below, if Holder in its discretion requires such a
     ---------------
     determination, minus (II) the sum of: (aa) reasonable brokerage commissions
                    -----
     (excluding any payments to any Affiliate of Maker to the extent such
     payments exceed those which would have been due as commissions to a non-
     Affiliate broker rendering identical services), title insurance premiums,
     documentary transfer taxes, escrow fees and recording charges, appraisal
<PAGE>
     fees, reasonable attorneys' fees and costs, and sales taxes (if any), in
     each case actually paid or payable by Maker in connection with the Sale or
     Financing, plus (bb) all payments of principal and Deferred Interest paid
     to Holder an account of this Note from the proceeds of such Sale or
     Financing, plus (cc) an amount equal to all payments of principal and
     interest on the Senior Loans made from the proceeds of such Sale or
     Financing, plus (dd) any amount paid as Yield Maintenance Premium as a
     result of such Sale or Financing.  For purposes of this Section 2(h),
                                                             ------------
     "Gross Capital Proceeds" shall mean the gross proceeds of whatever form or
      ----------------------
     nature payable directly or indirectly to or for the benefit or account of
     Maker in connection with such Sale or Financing, including, without
     limitation: cash; the outstanding balance of any financing which will
     remain as a lien or encumbrance against the Project or any portion thereof
     following such Sale or Financing (but only in the case of a Sale, and not
     in the case of an encumbrance); and the cash equivalent of the fair market
     value of any non-cash consideration, including the present value of any
     promissory note received as part of the proceeds of such Sale or Financing
     (valued at a market rate of interest, as determined by an independent
     investment banker designated by Holder).

                    (B)  Net Capital Proceeds In Connection With a Default or
                         ----------------------------------------------------
     Maturity Occurrence.  In the event of a Default Occurrence or the Maturity
     -------------------
     Occurrence when no Sale or Financing has occurred, the "Net Capital
                                                             -----------
     Proceeds" shall equal: (I) the fair market value of the Project determined
     --------
     as of the date of such Triggering Event in accordance with Section 2(h)(v)
                                                                ---------------
     below, minus (II) the sum of (aa) the outstanding principal balance plus
     Deferred Interest on the Note plus (bb) the outstanding principal balance
     of, and accrued but unpaid interest on, the Senior Loans.

               (v)  Determination of Fair Market Value.  The fair market value
                    ----------------------------------
     of the Project shall be determined for purposes of this Note as follows:

                    (A)  Partial Sale.  In the event of a Sale of a portion of
                         ------------
     the Project, Holder shall select an experienced and reputable appraiser to
     prepare a written appraisal report of the fair market value of the Project
     in accordance with clause (C) below, and the appraised fair market value
     submitted to Holder by such appraiser shall be conclusive for purposes of
     this Note.

                    (B)  Other Occurrences.  In all other circumstances the fair
                         -----------------
     market value of the Project shall be deemed to equal the result of dividing
     the Net Cash Flow Before Debt Service for the immediately preceding fiscal
     year by ten percent (10%).  However, if the Net Cash Flow Before Debt
     Service for the immediately preceding fiscal year has been lowered because
     of unusually high Operating Expenses during such fiscal year the fair
     market value of the Project may, at the option of the Maker be determined
     by dividing by ten percent (10%) the mean average of the Net Cash Flow
     Before Debt Service of the Project for the 3 immediately preceding fiscal
     years of the Project.
<PAGE>

                    (C)  Appraisal Standards and Assumptions.  In making any
                         -----------------------------------
     determination by appraisal of fair market value, the appraiser(s) shall
     assume that the improvements then located on the Project constitute the
     highest and best use of the property.  If the Triggering Event is a Sale or
     Financing, the appraiser(s) shall take the sales price into account,
     although such sales price shall not be determinative of fair market value.
     Each appraiser selected hereunder shall be an independent MAI-designated
     appraiser with not less than ten years' experience in commercial real
     estate appraisal in the general geographical area where the Project is
     located.

               (vi)  Effect on Holder's Approval Rights.  Nothing contained in
                     ----------------------------------
     this Section 2(h) shall be deemed or construed to waive, restrict, impair,
          ------------
     or in any manner affect Holder's rights hereunder or under any provisions
     of the Debt Papers to consent (or withhold its consent) to: any prepayment
     of the Loan in whole or in part; sales or other transfers of all or any
     portion of the Project or any interest therein; sales or other transfers of
     any ownership interests in Maker; any refinancing of all or any portion of
     the Loan; any junior financing; or, any other matters which require
     Holder's consent.

               (vii)  Statement, Books and Records.  With each payment of
                      ----------------------------
     Capital Proceeds Contingent Interest, Maker shall furnish to Holder a
     statement setting forth Maker's proposed calculation of Net Capital
     Proceeds and Capital Proceeds Contingent Interest and shall provide a
     detailed breakdown of all items necessary for such calculation.  For a
     period of five years after each payment of Capital Proceeds Contingent
     Interest, Maker shall keep and maintain full and accurate books and records
     adequate to correctly reflect each such item.  Said books and records shall
     be available for Holder's inspection, copying and audit during reasonable
     business hours following reasonable notice for the purpose of verifying the
     accuracy of the payments made on account of Capital Proceeds Contingent
     Interest.  The costs of any such audit will be paid by Holder, except that
     Maker shall pay all reasonable costs and expenses of any such audit which
     discloses that any amount properly payable by Maker to Holder hereunder
     exceeded by five percent (5%) or more the amount actually paid and
     initially reported by maker as being payable with respect thereto.

               (viii)  Negative Capital Proceeds Contingent Interest.
                       ---------------------------------------------
     Notwithstanding any other provision of this Agreement, Holder shall not be
     responsible or liable in any respect to Maker or any other Person for any
     reduction in the fair market value of the Project or for any contingency,
     condition or occurrence that might result in a negative number for Capital
     Proceeds Contingent Interest.  If at any time it is calculated, Capital
     Proceeds Contingent Interest shall be a negative amount, no Capital
     Proceeds Contingent Interest shall at that time be payable to Holder, but
     Holder shall in no way be liable for any such negative amount and there
     shall be no deduction or offset for such negative amount at any time when
     Capital Proceeds Contingent Interest shall be subsequently calculated.
<PAGE>

               (ix) No payment of Capital Proceeds Contingent Interest may, when
     added to all other payments of interest or payments construed as interest,
     shall exceed the Highest Lawful Rate.

     3.  Usury Savings Clause.  The provisions of this Section 3 shall govern
         --------------------                          ---------
and control over any irreconcilably inconsistent provision contained in this
Note or in any other document evidencing or securing the indebtedness evidenced
hereby.  The Holder hereof shall never be entitled to receive, collect, or apply
as interest hereon (for purposes of this Section 3, the word "interest" shall be
                                         ---------
deemed to include Basic Interest, Additional Interest and any other sums treated
as interest under applicable law governing matters of usury and unlawful
interest), any amount in excess of the Highest Lawful Rate (hereinafter defined)
and, in the event the Holder ever receives, collects, or applies as interest any
such excess, such amount which would be excessive interest shall be deemed a
partial prepayment of principal and shall be treated hereunder as such; and, if
the principal of this Note is paid in full, any remaining excess shall forthwith
be paid to Maker.  In determining whether or not the interest paid or payable,
under any specific contingency, exceeds the Highest Lawful Rate, Maker and the
Holder shall, to the maximum extent permitted under applicable law, (i)
characterize any nonprincipal payment as an expense, fee, or premium rather than
as interest, (ii) exclude voluntary prepayments and the effects thereof, and
(iii) spread the total amount of interest throughout the entire contemplated
term of this Note; provided, that if this Note is paid and performed in full
prior to the end of the full contemplated term hereof, and if the interest
received for the actual period of existence  hereof exceeds the Highest Lawful
Rate, the Holder shall refund to Maker the amount of such excess or credit the
amount of such excess against the principal of this Note, and, in such event,
the Holder shall not be subject to any penalties provided by any laws for
contracting for, charging, or receiving interest in excess of the Highest Lawful
Rate.
     4.  Payments.
         --------

          (a)  Interest and Principal.  Maker promises to pay to the Holder
               ----------------------
     hereof Basic Interest, Deferred Interest and Additional Interest as, in the
     respective amounts, and at the respective times provided in Section 2
                                                                 ---------
     hereinabove.  Maker also agrees that, on the anniversary  date of this
     note, Maker will pay to the Holder one-twentieth of the principal of this
     Note ($_____________), together with all Basic Interest (and on the
     twentieth anniversary, including without limitation, Deferred Interest and
     Additional Interest accrued hereunder and not theretofore paid).  Each
     payment of principal of, Basic Interest (including without limitation,
     Deferred Interest), and Additional Interest on, or any other amounts of any
     kind with respect to, this Note shall be made by the Maker to the Holder
     hereof at its office in Phoenix, Arizona (or at any other place which the
     Holder may hereafter designate for such purpose in a notice duly given to
     the Maker hereunder), not later than noon, Eastern Standard Time, on the
     date due thereof; and funds received after that hour shall be deemed to
     have been received by the Holder on the next following business day.
     Whenever any payment to be made under this Note shall be stated to be due
     on a date which is not a business day, the due date thereof shall be
<PAGE>
     extended to the next succeeding business day, and interest shall be payable
     at the applicable rate during such extension.

          (b)  Late Payment Charges.  If any amount of Interest, principal or
               --------------------
     any other charge or amount which becomes due and payable under this Note is
     not paid and received by the Holder within five business days after the
     date it first becomes due and payable, Maker shall pay to the Holder hereof
     a late payment charge in an amount equal to five percent (5%) of the full
     amount of such late payment, whether such late payment is received prior to
     or after the expiration of the ten-day cure period set forth in Section
                                                                     -------
     8(a).  Maker recognizes that in the event any payment secured hereby (other
     ----
     than the principal payment due upon maturity of the Note, whether by
     acceleration or otherwise) is not made when due, Holder will incur extra
     expenses in handling the delinquent payment, the exact amount of which is
     impossible to ascertain, but that a charge of five percent (5%) of the
     amount of the delinquent payment would be a reasonable estimate of the
     expenses so incurred.  Therefore, if any such payment is not received when
     due and payable, Maker shall without prejudicing or affecting any other
     rights or remedies of the trustee under those certain Junior Deeds of Trust
     (or Junior Mortgages, or Junior Deeds to Secure Debt), Assignment of Leases
     and Rents, Security Agreement, Financing Statement and Fixture Filing of
     even date herewith or Holder pay to Holder to cover expenses incurred in
     handling the delinquent payment, an amount calculated at five percent (5%)
     of the amount of the delinquent payment.

          (c)  No Prepayment.  Maker shall have the right to prepay this Note at
               -------------
     any time, but only subject to the requirements and conditions set forth
     below.  If under any circumstances whatsoever (other than pursuant to
     Section 3 above) this Note is paid in whole or in part, whether
     voluntarily, following acceleration after the occurrence of an Event of
     Default, with the consent of Holder, by Holder's application of any
     condemnation or insurance proceeds to amounts due under the Note, by
     operation of law or otherwise, and whether or not such payment prior to the
     Stated Maturity Date results from the Holder's exercise of its rights to
     accelerate the indebtedness evidenced hereby, then Maker shall pay to the
     Holder the Yield Maintenance Premium (defined hereinbelow) in addition to
     paying the entire unpaid principal balance of this Note and all Interest
     which has accrued but is unpaid except with the written consent of the
     Holder.

          A Yield Maintenance Premium in an amount equal to the grater of (A)
     one percent (1.0%) of the principal amount being prepaid, and (B) the
     positive excess of (1) the present value ("PV") of all future installments
     of principal and interest due pursuant to Section 4(a) of this Note absent
                                               ------------
     any such prepayment including the principal amount due at the Stated
     Maturity Date (collectively, "All Future Payments"), discounted at an
     interest rate per annum equal to the sum of (a) the Treasury Constant
     Maturity Yield Index published during the second full week preceding the
     date on which such Yield Maintenance Premium is payable for instruments
     having a maturity coterminous with the remaining term of this Note, and (b)
     One Hundred Forty (140) basis points, over (2) the then outstanding
     principal balance hereof immediately before such prepayment [(PV of All
     Future Payments) (Principal balance at the time of prepayment) = Yield
<PAGE>
     Maintenance Premium].  "Treasury Constant Maturity Yield Index" shall mean
     the average yield for "This Week" as reported by the Federal Reserve Board
     in Federal Reserve Statistical Release H.15 (519).  If there is no Treasury
     Constant Maturity Yield Index for instruments having a maturity coterminous
     with the remaining term of this Note, then the index shall be equal to the
     weighted average yield to maturity of the Treasury Constant Maturity Yield
     Indices with maturities next longer and shorter than such remaining average
     life to the maturity, calculated by averaging (and rounding upward to the
     nearest 1/100 of 1% per annum, if the average is not such a multiple) the
     yields of the relevant Treasury Constant Maturity Yield Indices (rounded,
     if necessary, to the nearest 1/100 of 1% with any figure of 1/200 of 1% or
     above rounded upward).  In the event that any Yield Maintenance Premium is
     due hereunder, Holder shall deliver to Maker a statement setting forth the
     amount and determination of the Yield Maintenance Premium and, provided
     that Holder shall have in good faith applied the formula described above,
     Maker shall not have the right to challenge the calculation or the method
     of calculation set forth in any such statement in the absence of manifest
     error, which calculation may be made by Holder on any day during the thirty
     (30) day period preceding the date of such prepayment.  Holder shall not be
     obligated or required to have actually reinvested the prepaid principal
     balance at the Treasury Constant Maturity Yield Index or otherwise as a
     condition to receiving the Yield Maintenance Premium. No Yield Maintenance
     Premium or premium shall be due or payable in connection with any
     prepayment of the indebtedness evidenced by this Note made on or after any
     date after June 1, 2005.  In addition to the aforesaid Yield Maintenance
     Premium if, upon any such prepayment (whether prior to or after any date
     that is after June 1, 2005, the aforesaid prior written notice has not been
     received by Holder, the Yield Maintenance Premium shall be increased by an
     amount equal to the lesser of (i) thirty (30) days' unearned interest
     computed in the outstanding principal balance of this Note, so prepaid and
     (ii) unearned interest computed on the outstanding principal balance of
     this Note so prepaid for the period from, and including, the date of
     prepayment through the otherwise Stated Maturity Date of this Note.

          Without limiting the scope of the foregoing provisions, the provisions
     of this paragraph shall constitute, within the meaning of any applicable
     state statute, both a waiver of any right Maker may have to prepay the
     Note, in whole or in part, without premium or charge, upon acceleration of
     the maturity of the Note, or otherwise, and an agreement by Maker to pay
     the prepayment charge described in this Note, whether such prepayment is
     voluntary or upon or following any acceleration of this Note, or otherwise,
     and for such purpose Maker has separately initialed this provision in the
     space provided below, and Maker hereby declares that Holder's agreement to
     make the Loan to Maker at the interest rate and for the term set forth in
     the Note constitutes adequate consideration, of individual weight, for this
     waiver and agreement by Maker.

     Notwithstanding the foregoing, or anything else in this Note to the
<PAGE>
     contrary, it is agreed that in the event this Note becomes due and payable
     as a result of the termination of all of the Property Management
     Agreements, Maker shall not be subject to the Yield Maintenance Premiums or
     other prepayment premiums contemplated herein and Maker shall only be
     required to repay the outstanding principal balance of this Note and
     accrued but unpaid  Basic Interest and Deferred Interest through the date
     of such prepayment, it being agreed that in such event, Maker shall not be
     required to pay any Capital Proceeds Contingent Interest or Cash Flow
     Contingent Interest.

                   Maker's Initials:_____

     5.  Representations and Warranties of Maker.  Maker represents and warrants
         ---------------------------------------
to Payee, as of the date hereof, that:

          (a)  Due Authorization.  Maker is a corporation duly organized under
               -----------------
     the laws of the state of its organization, with the authority to own the
     Project and enter into the Debt Papers and consummate the transactions
     contemplated thereby;

          (b)  No Violation.  Maker's execution, delivery and performance of its
               ------------
     obligations under the Debt Papers do not and will not violate the articles
     of incorporation or by-laws of Maker and will not violate, conflict with or
     constitute a default under any agreement to which Maker is a party or by
     which the Project is bound or encumbered, or violate any Requirements of
     Law to which Maker or the Project is subject;

          (c)  Consents.  No consents, approvals, filings, or notices of, with
               --------
     or to any Person are required on the part of Maker in connection with
     Maker's execution, delivery and performance of its obligations under the
     Debt Papers that have not been duly obtained, made or given, as the case
     may be;

          (d)  Enforceability.  The Debt Papers are valid, binding and
               --------------
     enforceable in accordance with their terms, except as the enforceability
     thereof may be limited by bankruptcy, insolvency, moratorium,
     reorganization or similar laws relating to or affecting the enforcement of
     creditors' rights generally.

          (e)  Compliance with Laws.  Each Mortgaged Property is in compliance
               --------------------
     in all material respects with all applicable Requirements of Law;

          (f)  Zoning and Other Laws.  The Project and the use thereof as a
               ---------------------
     self-storage facility, separate and apart from any other properties,
     constitutes a legal and conforming use under applicable zoning regulations
     and each such Project is in compliance in all material respects with all
     applicable Requirements of Law;

          (g)  Litigation.  No litigation, investigation or proceeding or notice
               ----------
<PAGE>
     thereof before any arbitrator or governmental authority, agency or
     subdivision is pending or, to Maker's best knowledge, threatened, against
     Maker or the Project;

          (h)  Utilities; Licenses.  All utilities required by Requirements of
               -------------------
     Law or by the normal and intended use of the Project are installed to the
     property line and connected by valid permits and the Maker possesses, or
     will possess as and when necessary, all patents, patent rights or licenses,
     trademarks, trade names, trade name right, service marks, copyrights,
     licenses, permits and consents (or rights thereto) which are required to
     conduct its business as it is now conducted or as it is presently proposed
     to be conducted, or which are required by any governmental entity or
     agency;

          (i)  Easements.  Maker has obtained and has encumbered in favor of
               ---------
     Holder pursuant to the Mortgage all easements, appurtenances and rights of
     way necessary for access to and the normal uses of the Project; and

          (i)  Place of Business.  Maker's principal place of business is
               -----------------
     located at 715 South Country Club Drive, Mesa, AZ 85210, and that address
     is its only place of business or its chief executive office.

     6.  Affirmative Covenants.  Maker hereby covenants and agrees that, so long
         ---------------------
as any indebtedness under the Note remains unpaid, Maker shall:

          (a)  Use of Proceeds.  Use the proceeds of the Loan to repay certain
               ---------------
     indebtedness presently outstanding against the Project and held by Payee.

          (b)  Financial Statements.  Deliver or cause to be delivered to
               --------------------
     Holder:

                         (i)  As soon as available and in any event within 90
          days after the end of each calendar year, annual financial reports on
          the Project showing all income and expenses certified to be accurate
          and complete by an officer of the Maker; and

                         (ii)  As soon as available and in any event within 45
          days after the end of each of the first three calendar quarters of
          each year, (1)  a detailed comparative earnings statement for such
          quarter and for the period commencing at the end of the previous
          fiscal year and ending with the end of such quarter, and (2) financial
          reports on the Project showing all income and expenses, certified to
          be accurate and complete by an officer of the managing general partner
          of Maker (or, if Maker is a corporation, of Maker); and

                         (iii)  Promptly, such additional financial and other
          information (including, without limitation, information regarding the
          Project) as Holder may from time to time reasonably request.
<PAGE>

          (c)  Inspection of Property; Books and Records; Discussions.  Keep
               ------------------------------------------------------
     proper books of record and account in which full, true and correct entries
     in conformity with GAAP and all Requirements of Law shall be made of all
     dealings and transactions in relation to its business and activities and,
     upon reasonable notice, permit representatives of Holder to examine and
     make abstracts from any of its books and records at any reasonable time and
     as often as may reasonably be desired by Holder and to discuss the
     business, operations, properties and financial and other conditions of
     Maker with officers and employees of Maker and with its independent
     certified public accountants.  In addition, on the last day of each
     calendar month on which an Interest payment is due, Maker shall furnish to
     Holder a certified statement of operations of the Project for the calendar
     month in which such Interest payment is due, showing in reasonable detail
     and in a format approved by Holder the Gross Receipts, Operating Expenses,
     and Net Cash Flow, as well as (if required by Holder) all data necessary
     for the calculation of any such amounts.  Maker shall keep and maintain at
     all times full and accurate books of account and records adequate to
     correctly reflect all such amounts.  Such books and records shall be
     available for at least five (5) years after the end of the relevant
     calendar month.  Holder shall have the right to inspect, copy and audit
     such books of account and records at Holder's expense, during reasonable
     business hours, and upon reasonable notice to Maker, for the purpose of
     verifying the accuracy of any principal payments made.  The costs of any
     such audit will be paid by Holder, except that Maker shall pay all
     reasonable costs and expenses of any such audit which discloses that any
     amount properly payable by Maker to Holder hereunder exceeded by five
     percent (5%) or more the amount actually paid and initially reported by
     Maker as being payable with respect thereto.

          (d)  Notices.  Give prompt written notice to Holder of (a) any claims,
               -------
     proceedings or disputes (whether or not purportedly on behalf of Maker)
     against, or to Maker's knowledge, threatened or affecting Maker or the
     Project which, if adversely determined, could reasonably be expected to
     have a Material Adverse Effect (without in any way limiting the foregoing,
     claims, proceedings, or disputes involving in the aggregate monetary
     amounts in excess of $15,000 not fully covered by insurance shall be deemed
     to be material, exclusive of deductibles in an amount not to exceed
     $1,000), or (b) any proposal by any public authority to acquire the Project
     or any portion thereof.

          (e)  Expenses.  Pay all reasonable out-of-pocket expenses (including
               --------
     fees and disbursements of counsel, including special local counsel) of
     Holder, incident to any amendments, waivers and renewals relating to the
     Debt Papers and the protection of the rights of Holder under the Debt
     Papers whether by judicial proceedings or otherwise, including, without
     limitation, in connection with bankruptcy, insolvency, liquidation,
     reorganization, moratorium or other similar proceedings involving Maker or
     a "workout" of the Loan.  The obligations of Maker under this Section 6(e)
                                                                   ------------
     shall survive repayment of the Loan.
<PAGE>

          (f)  Debt Papers.  Comply with and observe all terms and conditions of
               -----------
     the Debt Papers.

          (g)  INDEMNIFICATION.  INDEMNIFY AND HOLD HARMLESS HOLDER AND ITS
               ---------------
     DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS AND AGENTS (THE "INDEMNIFIED
                                                                -----------
     PARTIES") FROM AND AGAINST ALL DAMAGES AND LIABILITIES (COLLECTIVELY AND
     -------
     SEVERALLY, "LOSSES") ASSESSED AGAINST ANY OF THEM RESULTING FROM THE CLAIMS
     OF ANY PARTY RELATING TO OR ARISING OUT OF THE DEBT PAPERS OR THE
     TRANSACTIONS CONTEMPLATED THEREBY, EXCEPT FOR LOSSES CAUSED BY THE GROSS
     NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY, AND REIMBURSE
     EACH INDEMNIFIED PARTY FOR ANY EXPENSES (INCLUDING THE FEES AND
     DISBURSEMENTS OF LEGAL COUNSEL) REASONABLY INCURRED IN CONNECTION WITH THE
     INVESTIGATION OF, PREPARATION FOR OR DEFENSE OF ANY ACTUAL OR THREATENED
     CLAIM, ACTION OR PROCEEDING ARISING THEREFROM (INCLUDING ANY SUCH COSTS OF
     RESPONDING TO DISCOVERY REQUEST OR SUBPOENAS), REGARDLESS OF WHETHER HOLDER
     OR SUCH OTHER INDEMNIFIED PERSON IS A PARTY THERETO.  WITHOUT DEROGATING
     THE PROVISIONS OF SECTION 20 BELOW, IT IS ACKNOWLEDGED AND AGREED BY MAKER
                       ----------------
     THAT THE INDEMNIFICATION RIGHTS OF THE INDEMNIFIED PARTIES HEREUNDER ARE IN
     ADDITION TO AND CUMULATIVE WITH ALL OTHER RIGHTS OF THE INDEMNIFIED
     PARTIES.  WITH REFERENCE TO THE PROVISIONS SET FORTH ABOVE IN THIS SECTION
                                                                        -------
     6(g) FOR PAYMENT BY MAKER OF ATTORNEYS' FEES INCURRED BY THE INDEMNIFIED
     ----
     PARTIES IN ANY ACTION OR CLAIM BROUGHT BY A THIRD PARTY, MAKER SHALL, IF IT
     ADMITS LIABILITY HEREUNDER TO ANY INDEMNIFIED PARTY, DILIGENTLY DEFEND SUCH
     INDEMNIFIED PARTY AND DILIGENTLY CONDUCT THE DEFENSE.  IF HOLDER OR ANY
     OTHER SUCH INDEMNIFIED PARTY DESIRES TO ENGAGE SEPARATE COUNSEL, IT MAY DO
     SO AT ITS OWN EXPENSE; PROVIDED, HOWEVER, THAT SUCH LIMITATION ON THE
     OBLIGATION OF MAKER TO PAY THE FEES OF SEPARATE COUNSEL FOR SUCH
     INDEMNIFIED PARTY SHALL NOT APPLY IF SUCH INDEMNIFIED PARTY HAS RETAINED
     SAID SEPARATE COUNSEL BECAUSE OF A REASONABLE BELIEF THAT MAKER IS NOT
     DILIGENTLY DEFENDING IT AND/OR NOT DILIGENTLY CONDUCTING THE DEFENSE AND SO
     NOTIFIES MAKER.  THE OBLIGATIONS OF MAKER UNDER THIS SECTION 6(g) SHALL
                                                          ------------
     SURVIVE REPAYMENT IN FULL OF THE INDEBTEDNESS EVIDENCED HEREBY.  EXCEPT AS
     OTHERWISE PROVIDED, IT IS THE INTENT OF THIS SECTION 6(g) THAT THE MAKER
                                                  ------------
<PAGE>
     SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM LOSSES
     OCCASIONED BY THE ACTS OR OMISSIONS, INCLUDING, WITHOUT LIMITATION,
     NEGLIGENCE, OF THE INDEMNIFIED PARTIES.

                   MAKER'S INITIALS_____

          (g)  Co-operation.  Execute and deliver to Holder any and all
               ------------
     instruments, documents and agreements, and do or cause to be done from time
     to time any and all other acts, reasonably deemed necessary or desirable by
     Holder to effectuate the provisions and purposes of the Debt Papers.

          (h)  Requirements of Law.  Comply at all times with all Requirements
               -------------------
     of Law.

          (i)  Management Agreement.  Cause or permit the Project to be
               --------------------
     initially managed by a subsidiary of U-Haul International, Inc. and to be
     at all times managed by a nationally recognized self-storage property
     management company (the "Project Manager") approved by the Holder, which
                              ---------------
     Project Manager shall be employed pursuant to an agreement (the "Property
                                                                      --------
     Management Agreement") approved by the Holder.  In no event shall the fees
     --------------------
     paid (or required to be paid) to the Project Manager exceed six percent
     (6%) of Gross Receipts for any time period.  The Maker agrees, upon request
     of the Holder, to exercise its right to terminate any Project Manager upon
     the occurrence and continuance of (i) an Event of Default, (ii) a Sale of
     U-Haul International, Inc. or such Project Manager, (iii) a breach by such
     Project Manager of its respective Property Management Agreement, or (iv)
     the Net Cash Flow prior to subtracting Interest shall fall twenty percent
     (20%) or more for one complete Loan Year.

     7.  Negative Covenants.  Maker hereby agrees that, as long as any
         ------------------
indebtedness under the Note remains unpaid, Maker shall not, directly or
indirectly:

          (a)  Indebtedness.  Create, incur or assume any Indebtedness except
               ------------
     for: (i) the Loan; (ii) Maker's contingent obligations under the Senior
     Loans; (iii) for non-delinquent taxes; and (iv) unsecured debt incurred in
     the ordinary course of business.

          (b)  Consolidation and Merger.  Liquidate or dissolve or enter into
               ------------------------
     any consolidation, merger, partnership, joint venture, syndicate or other
     combination (except for a merger or consolidation for the purpose of, and
     having the effect of changing Maker's jurisdiction of organization).

          (c)  Transactions with Affiliates.  Purchase, acquire or lease any
               ----------------------------
     property from, or sell, transfer or lease any property to, or lend or
     advance any money to, or borrow any money from, or guarantee any obligation
     of, or acquire any stock, obligations or securities of, or enter into any
     merger or consolidation agreement, or any management or similar agreement
<PAGE>
     with, any Affiliate, or enter into any other transaction or arrangement or
     make any payment to (including, without limitation, on account of any
     management fees, service fees, office charges, consulting fees, technical
     services charges or tax sharing charges) or otherwise deal with, in the
     ordinary course of business or otherwise, any Affiliate on terms which are
     unreasonably burdensome or unfair, except (i) transactions relating to the
     sharing of overhead expenses, including, without limitation, managerial,
     payroll and accounting and legal expenses, for which charges assessed
     against Maker are not greater than would be incurred by Maker in similar
     transactions with non-Affiliates, or (ii) fair and reasonable transactions
     between Maker and U-Haul International, Inc. and its related companies.

          (d)  Sale of Interests in the Project or in the Maker.  Without
               ------------------------------------------------
     obtaining the prior written consent of Holder (which Holder may withhold or
     condition in its sole and absolute discretion), cause, permit or acquiesce
     in any Sale or Financing.

          (e)  Distributions.  Notwithstanding anything to the contrary
               -------------
     contained in this Note or the Debt Papers, Maker shall not make any
     distributions to any of its partners, except for distributions of amounts
     not in excess of (i) the Catch-Up Amount for any quarter, (ii) any Net Cash
     Flow for any quarter remaining after the payment to Holder of all Interest
     and the Catch-Up Amount payable for and with respect to such quarter, and
     (iii) upon the Sale or Financing any Net Sale or Financing proceeds
     remaining after payment to Holder of the amounts to which Holder is
     entitled hereunder in connection therewith.

          (f)  Business.  Engage, directly or indirectly, in any business other
               --------
     than that arising out of the issuance of this Note, entering into the Debt
     Papers, taking the actions required to be performed under the Debt Papers
     and operating the Mortgaged Properties.

          (g)  No Bankruptcy Filing.  To the extent permitted by law, without
               --------------------
     the unanimous consent of the Board of Directors of the Maker (for these
     purposes such Board of Directors will not include any committee thereof)
     voluntarily file any petition for bankruptcy, reorganization, assignment
     for the benefit of creditors or similar proceeding.

          (h)  No Joint Venture.  Engage in a joint venture or become a partner
               ----------------
     with any other Person.

     8.   Event of Default; Remedies.  Any one of the following occurrences
          --------------------------
shall constitute an Event of Default under this Note:

          (a)  The failure by the undersigned to make any payment of principal,
     Interest or Yield Maintenance Premium upon this Note as and when the same
     becomes due and payable in accordance with the provisions hereof, and the
     continuation of such failure for a period of ten (10) days after notice
     thereof to the Maker;
<PAGE>

          (b)  The failure by the Maker to deposit in any account established
     and maintained pursuant to the Collection Account Agreement any amount
     required to be deposited in such account within 2 days of when required
     pursuant to the terms of the Collection Account Agreement;

          (c)  Any representation, warranty or certification made by Maker under
     any Debt Paper or in any report, certificate or financial statement
     delivered to the Holder under or in connection with any Debt Paper is
     materially inaccurate or incomplete as of the date made; provided, however,
     that such inaccurate or incomplete representation, warranty or
     certification is material and cannot be cured without material prejudice to
     the Holder within 30 days written notice thereof to the Maker;

          (d)  The failure by Maker to perform any obligation under, or the
     occurrence of any other default with respect to any provision of, this Note
     other than as described in any of the other clauses of this Section 8, and
     the continuation of such default for a period of 30 days after written
     notice thereof to the Maker;

          (e)  The occurrence of any Default under the Mortgage, under the
     Security Agreement and Assignment (Management Agreement), or under any of
     the other Debt Papers;

          (f)  (i) Maker shall file, institute or commence any case, proceeding
     or other action (A) under any existing or future law of any jurisdiction,
     domestic or foreign, relating to bankruptcy, insolvency, reorganization or
     relief of debtors, seeking to have an order for relief entered with respect
     to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
     reorganization, arrangement, adjustment, winding-up, liquidation,
     dissolution, composition or other relief with respect to it or its debts,
     or (B) seeking appointment of a receiver, trustee, custodian or other
     similar official for it or for all or any substantial part of its assets,
     or Maker shall make a general assignment for the benefit of its creditors;
     or (ii) there shall be filed, instituted or commenced against Maker any
     case, proceeding or other action of a nature referred to in clause (i)
     above which (A) results in the entry of any order for relief or any such
     adjudication or appointment, or (B) remains undismissed undischarged for a
     period of 60 days; or (iii) there shall be commenced against Maker any
     case, proceeding or other action seeking issuance of a warrant of
     attachment, execution, distraint or similar process against all or
     substantially all of its assets which results in the entry of an order for
     any such relief which shall not have been vacated, discharged, stayed,
     satisfied, or bonded to Holder's satisfaction pending appeal, within 60
     days from the first entry thereof; or (iv) Maker shall take any action in
     furtherance of, or indicating its consent to, approval of, or acquiescence
     in, any of the acts described in any of the preceding clauses (i) , (ii) or
     (iii); or (v) Maker shall not, or shall be unable to, or shall admit in
     writing its inability to, pay its debts as they become due, or shall in
     writing admit that it is insolvent;
<PAGE>

          (g)  One or more judgments or decrees in an aggregate amount exceeding
     $1,000,000.00 shall be entered against Maker and all such judgments or
     decrees shall not have been vacated, discharged, stayed, satisfied, or
     bonded to Holder's satisfaction pending appeal within 60 days from the
     first entry thereof; or

          (h)  The occurrence of a Event of Default under the Promissory Notes
     evidencing the Senior Loans.

Upon the occurrence of any Event of Default hereunder:  the entire unpaid
principal balance of, and any unpaid Basic Interest and Additional Interest then
accrued on, this Note together with the Yield Maintenance Premium, if any, and
other charges payable pursuant to the Debt Papers shall, at the option of the
Holder hereof and without demand or notice of any kind to the undersigned or any
other person, immediately become and be due and payable in full (except that
such acceleration shall occur automatically upon the occurrence of any Event of
Default described in the preceding clause (e) of this Section 8, without further
action or decision by Holder) ; and the Holder shall have and may exercise any
and all rights and remedies available at law or in equity and also any and all
rights and remedies provided in the Mortgage and any of the other Security
Documents.

     9.  Offset.  In addition to (and not in limitation of) any rights of offset
         ------
that the Holder hereof may have under applicable law, upon the occurrence of any
Event of Default hereunder the Holder hereof shall have the right, immediately
and without notice, to appropriate and apply to the payment of this Note any and
all balances, credits, deposits, accounts or moneys of the Maker then or
thereafter with or held by the Holder hereof.

     10.  Allocation of Balances or of Payments.  At any and all times until
          -------------------------------------
this Note and all amounts hereunder (including principal, Interest, and other
charges and amounts, if any) are paid in full, all payments (whether of
principal, Interest or other amounts) made by the undersigned or any other
person (including any guarantor) to the Holder hereof may be allocated by the
Holder to principal, Interest or other charges or amounts as the Holder may
determine in its sole, exclusive and unreviewable discretion (and without notice
to or the consent of any person).

     11.  Captions.  Any headings or captions in this Note are inserted for
          --------
convenience of reference only, and they shall not be deemed to constitute a part
hereof, nor shall they be used to construe or interpret the provisions of this
Note.

     12.  Waiver.
          ------

          (a)  Maker, for itself and for its successors, transferees and assigns
     and all guarantors and endorsers, hereby waives diligence, presentment and
     demand for payment, protest, notice of protest and nonpayment, dishonor and
     notice of dishonor, notice of the intention to accelerate, notice of
     acceleration, and all other demands or notices of any and every kind
     whatsoever (except only for any notice of default expressly provided for in
<PAGE>
     Section 8 of this Note or in the Security Documents) and the undersigned
     ---------
     agrees that this Note and any or all payments coming due hereunder may be
     extended from time to time in the sole discretion of the Holder hereof
     without in any way affecting or diminishing their liability hereunder.

          (b)  No extension of the time for the payment of this Note or any
     payment becoming due or payable hereunder, which may be made by agreement
     with any Person now or hereafter liable for the payment of this Note, shall
     operate to release, discharge, modify, change or affect the original
     liability under this Note, either in whole or in part, of the Maker if it
     is not a party to such agreement.

          (c)  No delay in the exercise of any right or remedy hereunder shall
     be deemed a waiver of such right or remedy, nor shall the exercise of any
     right or remedy be deemed an election of remedies or a waiver of any other
     right or remedy.  Without limiting the generality of the foregoing, the
     failure of the Holder hereof promptly after the occurrence of any Event of
     Default hereunder to exercise its right to declare the indebtedness
     remaining unmatured hereunder to be immediately due and payable shall not
     constitute a waiver of such right while such Event of Default continues nor
     a waiver of such right in connection with any future Event of Default on
     the part of the undersigned.

     13.  Payment of Costs.  The undersigned hereby expressly agrees that upon
          ----------------
the occurrence of any Event of Default under this Note, the undersigned will pay
to the Holder hereof, on demand, all costs of collection or enforcement of every
kind, including (but not limited to) all attorneys' fees, court costs, and other
costs and expenses of every kind incurred by the Holder hereof, on demand, all
costs of collection or enforcement of every kind, including (but not limited to)
all attorneys' fees, court costs, and other costs and expenses of every kind
incurred by the Holder hereof in connection with the protection or realization
of any or all of the security for this Note, whether or not any lawsuit is ever
filed with respect thereto.

     14.  The Debt Papers.  This Note is unsecured.  The Senior Loans are
          ---------------
secured by, inter alia,  certain Deeds of Trust (and Mortgages, and Deeds to
            ----- ----
Secure Debt), Assignment of Leases and Rents, Security Agreement and Financing
Statement, made and granted by subsidiaries of Maker to or for the benefit of
the Senior Holders, respectively, which create liens on real estate in the
Project and which also creates a security interest in personal property located
thereat or utilized in connection therewith, and each and every additional
document or instrument which may at any time be delivered to the Senior Holders
as security under the Senior Loans, as any of the same may at any time or from
time to time be amended, modified or restated, and together with all
substitutions and replacements therefor, are sometimes referred to collectively
herein as the "Security Documents").  Reference should be made to the Mortgage
               ------------------
and the other Security Documents for a description of the property encumbered
thereby and the nature and extent of the security thereof.  This Note, the
Security Documents and all other documents executed in connection with the Note
and the Security Documents are sometimes referred to collectively herein as the
"Debt Papers".  This Note, the Mortgage, and the other Debt Papers (if any) are
 -----------
<PAGE>
hereby incorporated by reference into this Note in their entirety, as though the
complete text of each of them were set out in full here in the body of this
Note.  Notwithstanding anything to the contrary set forth herein, this Note is
not indebtedness of, and is not secured, whether directly or indirectly, by any
collateral or property owned or operated by the Borrowers, or any of them.

     15.  Notices.  All notices, demands and other communications hereunder to
          =======
either party shall be made in writing and shall be deemed to have been given
when actually received or, if mailed, on the first to occur of actual receipt or
the third business day after the deposit thereof in the United States mails, by
registered or certified mail, postage prepaid, addressed as follows:



     If to the Maker: SAC Holding Corporation
                      715 South Country Club Drive
                      Mesa, AZ 85210

     If to the Holder:   Nationwide Commercial Company
                         2721 North Central Avenue
                         Phoenix, Arizona 85004
                         Attention: Treasurer


or to either party at such other address as such party may designate as its
address for the receipt of notices hereunder in a written notice duly given to
the other party.

     16.  Time of the Essence.  Time is hereby declared to be of the essence of
          -------------------
this Note and of every part hereof.

     17.  Governing Law.  This Note shall be governed by and construed in
          -------------
accordance with the internal laws of the State of Arizona.

     18.  Jurisdiction.  In any controversy, dispute or question arising
          ------------
hereunder or under the other Debt Papers, the Maker consents to the exercise of
jurisdiction over its person and property by any court of competent jurisdiction
situated in the State of Arizona (whether it be a court of the State of Arizona,
or a court of the United States of America situated in the State of Arizona),
and in connection therewith, agrees to submit to, and be bound by, the
jurisdiction of such court upon the Holder's mailing of process by registered or
certified mail, return receipt requested, postage prepaid, within or without the
State of Arizona, to the Maker at its address for receipt of notices under this
Note.

     19.  HOLDER NOT PARTNER OF MAKER.  UNDER NO CIRCUMSTANCES WHATSOEVER SHALL
          ---------------------------
<PAGE>
THE HOLDER OF THIS NOTE BE DEEMED TO BE A PARTNER OR A CO-VENTURER WITH MAKER OR
WITH ANY OTHER PERSON.  MAKER SHALL NOT REPRESENT TO ANY PERSON THAT THE MAKER
AND THE HOLDER HEREOF ARE PARTNERS OR CO-VENTURERS.  ANY AND ALL ACTIONS BY THE
HOLDER HEREOF IN EXERCISING ANY RIGHTS, REMEDIES OR PRIVILEGES HEREOF OR IN
ENFORCING THIS NOTE OR THE OTHER DEBT PAPERS WILL BE EXERCISED BY THE HOLDER
SOLELY IN FURTHERANCE OF ITS ROLE AS A SECURED LENDER.

     20.  Limitation of Personal Liability.  Except for fraud or knowing
          --------------------------------
misrepresentations, neither Maker nor any partner in Maker shall be liable
personally to pay this Note or the indebtedness evidenced hereby, and the Holder
shall not seek any personal or deficiency judgment on this Note except for fraud
or knowing misrepresentations, and the sole remedy of the Holder hereunder or
under any of the other Debt Papers shall (except for fraud, misappropriation of
funds or knowing misrepresentations) be under the Security Documents for
enforcement thereof or shall otherwise be against the Collateral (defined for
purposes hereof as defined in the Mortgage) and any other property at any time
securing any or all of the Liabilities (defined for purposes hereof as defined
in the Mortgage); provided, however, that the foregoing shall not in any way
diminish or affect (i) any rights the Holder may have (as a secured party or
otherwise) to, against or with respect to the Collateral or any other property
at any time securing any of the liabilities, (ii) any rights of the Holder
against the Maker with respect to any fraud, misappropriation of funds or
knowing misrepresentation, or (iii) any rights of the Holder under or with
respect to any guaranty at any time furnished to the Holder relating to or
concerning any of the Liabilities.

     21.  JURY TRIAL.  THE MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY
          ----------
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE
OR ANY DEBT PAPERS TO WHICH IT IS A PARTY, OR UNDER ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN
CONNECTION WITH THIS NOTE OR ANY DEBT PAPERS, AND AGREES THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

     22.  Entire Agreement.  This Note and the other Security Documents
          ----------------
constitute the entire agreement between Maker and Payee.  No representations,
warranties, undertakings, or promises whether written or oral, expressed or
implied have been made by the Payee or its agent unless expressly stated in this
Note or the Security Documents.


                     [THIS SPACE INTENTIONALLY LEFT BLANK]
<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed and delivered this Note,
pursuant to proper authority duly granted, as of the date and year first above
written.


            SAC HOLDING CORPORATION
            a Nevada corporation

            By:  /S/ Mark V. Shoen
                 ----------------------------------

            Its: President
                 -----------------------------------



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>5
<FILENAME>p66363aex10-8.txt
<DESCRIPTION>EX-10.8
<TEXT>
<PAGE>
                                                                   Exhibit 10.8

                               PROMISSORY NOTE

Maximum principal amount of                             dated as of May 7, 1999
$10,000,000

     FOR VALUE RECEIVED, the undersigned SAC Holding Corporation, a Nevada
corporation (the "Maker" or the "undersigned"), promises to pay to the order of
                  -----          -----------
Oxford Life Insurance Company, an Arizona corporation, ("Payee"), at the
                                                         -----
principal office of the Payee at 2721 North Central Avenue, Phoenix, Arizona
85004 or at such other place or places as the holder hereof may from time to
time designate in writing, the principal sum of up to Ten Million Dollars
($10,000,000), or, if less, the aggregate unpaid principal amount of the Loan
made by Payee to Maker, with Interest on the principal balance outstanding from
time to time, all as hereinafter set forth.

     1.   Definitions.  As used in this Note, each of the following terms shall
          -----------
have the following meanings, respectively:

          "Accrual Rate":  shall mean the annual interest rate of eight and one-
           ------------
     half percent (8.5%).

          "Additional Interest":  shall mean and include both Cash Flow
          ---------------------
     Contingent Interest and Capital Proceeds Contingent Interest.

          "Adjusted Operating Expenses":  shall mean Operating Expenses (i) to
          -----------------------------
     account for all actual or required Operating Expenses as opposed to
     escrowed or estimated payments made pursuant to the Senior Loans and (ii)
     such other adjustments to Operating Expenses to adjust for seasonal,
     extraordinary or non-customary expenses and costs and other abnormalities.

          "Affiliate":  of any specified Person shall mean (i) any other Person
          -----------
     controlling or controlled by or under common control with such specified
     Person and (ii) any limited partner of such Person if such Person is a
     limited partnership, any shareholder of such Person if such Person is a
     corporation, or any member of such Person if such Person is a limited
     liability company.  For the purposes of this definition, "control," when
     used with respect to any specified Person, means the power to direct the
     management and policies of such person, directly or indirectly, whether
     through the ownership of voting securities, by contract, or otherwise; and
     the terms "controlling" and "controlled" have meanings correlative to the
     foregoing.

          "Basic Interest":  shall have the meaning given it in Section 2(a) and
          ----------------                                      ------------
     2(b) below.
     ----

          "Borrowers": collectively, are the following:  Six-A SAC Self-Storage
          -----------
<PAGE>
     Corporation, Six-B SAC Self-Storage Corporation, Six-C SAC Self-Storage
     Corporation ,Eight SAC Self-Storage Corporation, Nine SAC Self-Storage
     Corporation, Ten SAC Self-Storage Corporation and Eleven SAC Self-Storage
     Corporation, each Nevada corporations.

          "Capital Proceeds Contingent Interest":  shall have the meaning given
          --------------------------------------
     it in Section 2(h)(i) below.
           ---------------

          "Cash Flow Contingent Interest":  shall have the meaning given it in
          -------------------------------
     Section 2(e) below.
     ------------

          "Catch-Up Payment":  shall have the meaning given it in Section 2(d).
          ------------------                                      ------------

          "Debt Papers":  shall mean the documents and instruments included
          -------------
     within the definition of the term "Debt Papers" as provided in Section 14
                                        -----------                 ----------
     below.

          "Deferred Interest":  shall have the meaning given it in Section 2(a).
          -------------------                                      ------------

          "GAAP": shall mean generally accepted accounting principles as used
          ------
     and understood in the United States of America from time to time.

          "Gross Income":  shall equal Gross Receipts for the applicable twelve
          --------------
     (12) month period less (i) sale tax and other similar taxes, (ii)
     condemnation awards, (iii) casualty or other insurance proceeds, (iv)
     proceeds of any borrowing, (v) proceeds of any or sale of any Mortgaged
     Properties, (vi) proceeds of any sale of assets outside the ordinary course
     of business, (vii) revenues relating to equipment or vehicle rentals and
     (vii) any revenue generated other than in connection with the use of the
     Mortgaged Properties.

          "Gross Receipts":  shall mean, for any period all gross receipts,
          ----------------
     revenues and income of any and every kind collected or received by or for
     the benefit or account of Maker and the Borrower during such period arising
     from the ownership, rental, use, occupancy or operation of the Project or
     any portion thereof.  Gross Receipts shall include, without limitation, all
     receipts from all tenants, licensees and other occupants and users of the
     Project or any portion thereof, including, without limitation, rents,
     security deposits and the like, interest earned and paid or credited on all
     Maker's or the Borrowers' deposit accounts related to the Project, all
     proceeds of rent or business interruption insurance, and the proceeds of
     all casualty insurance or eminent domain awards to the extent not (i)
     applied, or reserved and applied within six (6) months after the creation
     of such reserve, to the restoration of the Project in accordance with the
     Mortgage, (ii) paid to Holder to reduce the principal amount of the Loan or
     (iii) paid to reduce the principal amount of the Senior Loans.  Gross
     Receipts shall include the net commission payable from U-Haul
     International, Inc. for the rental of its equipment (whether or not such
     equipment is owned by the Owner of the Mortgaged Property) at any Mortgaged
     Property; provided however that such net commissions payable shall not be
<PAGE>
     included in Gross Receipts until the 15th day of the month following the
     month in which such rental occurred, all in accordance with the customary
     procedure for the payment of net commission.  Gross Receipts shall not
     include any capital contributed to Maker, whether in the form of a loan or
     equity, or any proceeds from any loan made to Maker.  For the purpose of
     calculating the permitted Management Fee and the Capital Expenditure
     Reserve Deposit, Gross Receipts shall also exclude sales taxes collected by
     the Maker in connection with the operation of the Project and held in trust
     for payment to the taxing authorities.  Further, in calculating the
     Management Fee, Gross Receipts shall be further modified as provided for in
     the Property Management Agreement.  Any receipt included within Gross
     Receipts in one period shall not be included within Gross Receipts for any
     other period (i.e., no item of revenue or receipts shall be counted twice).
                   ----

          "Highest Lawful Rate": shall mean the maximum rate of interest which
          ---------------------
     the Holder is allowed to contract for, charge, take, reserve, or receive
     under applicable law after taking into account, to the extent required by
     applicable law, any and all relevant payments or charges hereunder.

          "Holder":  shall mean at any particular time, the Person which is then
          --------
     the holder of this Note.

          "Interest":  shall mean Additional Interest, Basic Interest and
          ----------
     Deferred Interest.

          "Loan":  shall mean the mortgage loan in the amount of up to
          ------
     $10,000,000.00 made by Payee to Maker and evidenced by the Note or up to
     such amount as may have been advanced by Payee to Maker from time to time.

          "Loan Year":  shall mean a year commencing on the date of this Note,
          -----------
     or an anniversary thereof, and ending 365 days (or 366 days in a leap year)
     thereafter.

          "Management Fee":  shall mean the fee paid to the Project Manager
          ----------------
     pursuant to the Property Management Agreement which fee shall in no event
     exceed six percent (6.0%) of Gross Receipts.

          "Material Adverse Effect":  shall mean the likely inability or
          -------------------------
     reasonably anticipated inability of Maker to pay the Loan and perform its
     other obligations in compliance with the terms of the Debt Papers.

          "Maturity Date":  shall mean the first to occur of the Stated Maturity
          ---------------
     Date and the earlier date (if any) on which the unpaid principal balance
     of, and unpaid Interest on, this Note shall become due and payable on
     account of acceleration by the Holder hereof.
<PAGE>

          "Mortgage":  shall mean collectively the Deeds of Trust (and
          ----------
     Mortgages, and Deeds to Secure Debt), Assignment of Leases and Rents,
     Security Agreement and Financing Statement securing the promissory note
     representing the Senior Loans, as the same may be amended, modified or
     restated from time to time and together with all replacements and
     substitutions therefor.  The Mortgage is more fully identified in Section
                                                                       -------
     14 below.
     --

          "Mortgaged Properties": shall mean the properties of the Borrowers
          ----------------------
     encumbered by the Senior Loan Documents.

          "Net Capital Proceeds":  shall have the meaning given it in Section
          ----------------------                                      -------
     2(h)(iv) below.
     --------

          "Net Cash Flow":  shall mean, for any period, the amount by which the
          ---------------
     Gross Receipts for such period exceed the sum of Interest paid during such
     period, Operating Expenses paid for and with respect to such period, and
     interest paid under and on account of the Senior Loans during such period;
     but Net Cash Flow for any period shall not be less than zero.

          "Net Cash Flow Before Debt Service":  shall mean, for any period, the
          -----------------------------------
     amount by which the Gross Receipts for such period exceed the Operating
     Expenses for and with respect to such period.

          "Net Operating Income":  shall mean the "Gross Income" generated by
          ----------------------
     the Project less Adjusted Operating Expenses, adjusted to reflect a ninety-
     five (95%) percent occupancy on a per Mortgaged Property basis for of the
     Project.

          "Note": shall mean this Promissory Note as it may be amended,
          ------
     modified, extended or restated from time to time, together with all
     substitutions and replacements therefor.

          "Operating Expenses":  shall mean, for any period, all cash
          --------------------
     expenditures of Maker or the Borrowers actually paid (and properly payable)
     during such period for (i) payments into escrow pursuant to the Debt Papers
     for real and personal property taxes; (ii) real and personal property taxes
     on the Project (except to the extent paid from escrowed funds); (iii)
     premiums for liability, property and other insurance on the Project; (iv)
     the Capital Expenditure Reserve Deposit; (v) the Management Fee; (vi) sales
     and rental taxes relating to the Project (except to the extent paid from
     the Tax and Insurance Escrow Account); and (vii) normal, reasonable and
     customary operating expenses of the Project.  In no event shall Operating
     Expenses include amounts distributed to the partners or shareholder's of
     Maker or the Borrowers, payments to Affiliates not permitted under Section
                                                                        -------
     7(c) below, any payments made on the Loan or any other loan obtained by
     ----
     Maker, amounts paid out of any funded reserve expressly approved by Holder,
     non-cash expenses such as depreciation, or any cost or expense related to
     the restoration of the Project in the event of a casualty or eminent domain
     taking paid for from the proceeds of insurance or an eminent domain award
<PAGE>
     or any reserve funded by insurance proceeds or eminent domain awards.

          "Pay Rate":  shall mean the annual interest rate of two percent
          ----------
     (2.0%).

          "Pay Rate Interest":  shall mean for any period the amount of Basic
          -------------------
     Interest payable for such period less the amount of Deferred Interest which
     accrued during such period.

          "Person":  shall mean any corporation, natural person, firm, joint
          --------
     venture, general partnership, limited partnership, limited liability
     company, trust, unincorporated organization, government or any department
     or agency of any government.

          "Present Value":  shall have the meaning given such term in Section
          ---------------                                             -------
     4(c) below.
     ----

          "Project":  shall mean the real estate, the improvements and the
          ---------
     personal property encumbered pursuant to the Senior Loan Documents, taken
     together collectively.

          "Project Manager":  shall have the meaning given it in Section 6(j)
          -----------------                                      ------------
     below.

          "Property Management Agreement":  shall have the meaning given such
          -------------------------------
     term in Section 6(j) below.
             ------------

          "Requirements of Law":  shall mean, as to any Person, requirements as
          ---------------------
     set out in the provisions of such Person's Articles of Incorporation and
     Bylaws (in the case of a corporation) partnership agreement and certificate
     or statement of partnership (in the case of a partnership) or other
     organizational or governing documents, or as set out in any law, treaty,
     rule or regulation, or final and binding determination of an arbitrator, or
     determination of a court or other federal, state or local governmental
     agency, authority or subdivision applicable to or binding upon such Person
     or any of its property or to which such Person or any of its property is
     subject, or in any private covenant, condition or restriction applicable to
     or binding upon such Person or any of its property or to which such Person
     or any of its property is subject.

          "Sale":  shall mean any direct or indirect sale, assignment, transfer,
          ------
     conveyance, lease (except for leases of terms not exceeding 1 year to
     tenants in the ordinary course of business complying with standards and in
     a form approved by Payee) or disposition of any kind whatsoever of the
     Project, or of any portion thereof or interest (whether legal, beneficial
     or otherwise) or 25% or more (in the aggregate of all such sales,
     transfers, assignments, etc., made at any time or from time to time, taken
     together) of all equity interests in Maker.

          "Security Documents":  shall mean the documents and instruments
          --------------------
     included within the definition of the term "Security Documents" as provided
                                                 ------------------
     in Section 14 below.
        ----------
<PAGE>

          "Senior Loan Documents":  shall mean and include, at any time, all
          -----------------------
     promissory notes, mortgages and other documents and instruments which
     create, evidence or secure all or any part of the Senior Loans.

          "Senior Lender" shall mean Wells Fargo Bank, N.A. ("Wells"), GE
          ---------------
     Capital Corporation ("GE") and/or First Union National Bank, N.A. ("First
     Union"), as the context may so require, in their respective capacities as
     the lenders  under the Senior Loans.

          "Senior Loans":  shall mean, collectively, (i) that certain loan in
          --------------
     the amount of $32,100,000.00 made by the Wells to the Eleven SAC Self
     Storage Corporation; (ii) that certain loan in the amount of $9,626,000.00
     made by the GE to the Eight SAC Self Storage Corporation; (iii) that
     certain loan in the amount of $8,945,000.00 made by the GE to the Nine SAC
     Self Storage Corporation; (iv) that certain loan in the amount of
     $10,272,000.00 made by the GE to the Ten SAC Self Storage Corporation; (v)
     that certain loan in the amount of $9,675,000.00 made by the First Union to
     the Six-A SAC Self Storage Corporation; (vi) that certain loan in the
     amount of $9,423,000.00 made by the First Union to the Six-B SAC Self
     Storage Corporation; and (vii) that certain loan in the amount of
     $10,513,000.00 made by the First Union to the Six-C SAC Self Storage
     Corporation.

          "Stated Maturity Date":  shall mean May 7, 2019, or the date on which
          ----------------------
     all of the Property Management Agreements are terminated in accordance with
     Section 6 thereof,  or on demand by Payee.

          "Tax and Insurance Escrow Account":  shall mean any impound account
          ----------------------------------
     established pursuant to the Senior Loans, or any of them.

          "Triggering Event":  shall have the meaning given it in Section
          ------------------                                      -------
     2(h)(ii) below.
     --------

          "Yield Maintenance Premium":  shall have the meaning given such term
          ---------------------------
     in Section 4(b) below.
        ------------

     2.  Interest.
         --------

          (a)  Basic Interest Rate Prior to Maturity.  Prior to the Maturity
               -------------------------------------
     Date, interest ("Basic Interest") shall accrue on the principal balance of
                      --------------
     the Note outstanding from time to time at the Accrual Rate.  Such interest
     shall be paid as follows:  quarterly in arrears, on the
     ____________________.  Maker shall pay to Holder an amount calculated by
     applying the Pay Rate to the principal balance outstanding hereunder; and,
     the remainder of the Basic Interest accrued hereunder at the Accrual Rate
     during such quarter through the last day of such quarter ("Deferred
                                                                --------
     Interest") shall be deferred, shall be payable as and at the time provided
     --------
     in Section 2(d) below, and commencing on the day payment of Basic Interest
        ------------
<PAGE>
     at the Pay Rate is due for such quarter, interest shall accrue on such
     Deferred Interest at the Accrual Rate (and any accrued interest thereon,
     shall be considered part of Deferred Interest).

          (b)  Post-Maturity Basic Interest.  From and after the Maturity Date
               ----------------------------
     interest ("Post Maturity Basic Interest") shall accrue and be payable on
                ----------------------------
     the outstanding principal balance hereof until paid in full at an annual
     rate equal to fifteen percent (15%) and such Post Maturity Basic Interest
     shall be payable upon demand.

          (c)  Computations.  All computations of interest and fees payable
               ------------
     hereunder shall be based upon a year of 360 days for the actual number of
     days elapsed.

          (d)  Deferred Interest.  Deferred Interest shall be paid as follows:
               -----------------

               (i)  On each quarterly date for the payment of Basic Interest,
          Maker shall pay an amount (the "Catch-Up Payment") equal to the lesser
                                          ----------------
          of (i) the aggregate outstanding Deferred Interest on the last day of
          the quarter for which such payment is being made and (ii) ninety
          percent (90%) of the result of subtracting from Net Cash Flow Before
          Debt Service for that quarter the sum of principal and interest paid
          on the Senior Loans by the borrowers thereunder for such period plus
          an additional amount equal to twice the Pay Rate Interest for such
          period;

               (ii)  All unpaid Deferred Interest shall be paid on the Maturity
          Date; and

               (iii) No payment of Deferred Interest may, when added to all
          other payments of interest or payments construed as interest, shall
          exceed the Highest Lawful Rate.

          (e)  Cash Flow Contingent Interest.  In addition to Basic Interest and
               -----------------------------
     Deferred Interest, on each date on which Basic Interest is payable
     hereunder, Maker shall pay to Holder interest ("Cash Flow Contingent
                                                     --------------------
     Interest") in an amount equal to the amount (if any) by which ninety
     --------
     percent (90%) of the result of subtracting from Net Cash Flow Before Debt
     Service for that quarter the sum of principal and interest paid on the
     Senior Loans for such period plus an additional amount equal to twice the
     Pay Rate Interest for such period each calculated as of that date exceeds
     the Catch-Up Payment paid on that date by Maker to Holder.  Additionally,
     at the time of the closing of any impound accounts established pursuant to
     the Senior Loan Documents, deposits into which are considered Operating
     Expenses, Cash Flow Contingent Interest shall be due to the Holder on the
     balances in those accounts except to the extent such balances are paid to
     the Senior Lender.

          (f)  Quarterly Statements; Adjustment of Payments. On the due date for
               --------------------------------------------
     each payment of Basic Interest, Maker shall deliver to Holder a certified
     statement of operations of the Project for the calendar quarter or other
     period with respect to which such Basic Interest is due, showing in
<PAGE>
     reasonable detail and in a format approved by Holder respective amounts of,
     and the method of calculating, the Gross Receipts, Gross Income, Operating
     Expenses, Net Cash Flow, Catch-Up Amount and Cash Flow Contingent Interest
     for the preceding calendar quarter, as well as (if requested by Holder) all
     data necessary for the calculation of any such amounts.  Maker shall keep
     and maintain at all times full and accurate books of account and records
     adequate to correctly reflect all such amounts.  Such books and records
     shall be available for at least five years after the end of the calendar
     quarter to which they relate.  Holder shall have the right to inspect, copy
     and audit such books of account and records during reasonable business
     hours, and upon reasonable notice to Maker, for the purpose of verifying
     the accuracy of any payments made on account of Cash Flow Contingent
     Interest.  The costs of any such audit will be paid by Holder, except that
     Maker shall pay all reasonable costs and expenses of any such audit which
     discloses that any amount properly payable by maker to Holder hereunder
     exceeded by five percent (5%) or more the amount actually paid and
     initially reported by maker as being payable with respect thereto.

          (g)  Prorations of Cash Flow Contingent Interest. Cash Flow Contingent
               -------------------------------------------
     Interest shall be equitably prorated on the basis of a 365-day year for any
     partial calendar quarter in which the term of the Loan commences or in
     which the Note is paid in full.  If the payment of Cash Flow Contingent
     Interest due on the Maturity Date is made before the delivery to Holder of
     the quarterly statement for the then current calendar quarter, then Maker
     shall pay to Holder on Maturity Date an estimate of such amount.  Maker
     shall subsequently deliver to Holder an operating statement as required by
     Section 2(f) for the quarter in which the Maturity Date occurred, and an
     ------------
     appropriate adjustment of the estimated amount previously paid by Maker
     shall be made by the parties within ten (10) days after the operating
     statement for such final quarter is delivered to Holder.

          (h)  Capital Proceeds Contingent Interest.
               ------------------------------------

               (i)  Capital Proceeds Contingent Interest Defined. Maker shall
                    --------------------------------------------
     pay to Holder, in addition to Basic Interest, Deferred Interest and Cash
     Flow Contingent Interest, at the time or times and in the manner
     hereinafter described, an amount equal to ninety percent (90%) of the Net
     Capital Proceeds resulting from, or determined at the time of, any of the
     Triggering Events described below (collectively, "Capital Proceeds
                                                       ----------------
     Contingent Interest").
     -------------------

               (ii)  Events Triggering Payment of Net Capital Proceeds.  Capital
                     -------------------------------------------------
     Proceeds Contingent Interest shall be due and payable concurrently with the
     occurrence of each and every one of the following events (collectively
     "Triggering Events", and individually, a "Triggering Event"):
      -----------------                        ----------------

                    (A)  Project Sale or Financing.  The closing of any Sale of
                         -------------------------
<PAGE>
     the Project (any such event is hereinafter collectively referred to as a
     "Sale or Financing");
      -----------------

                    (B)  Default Occurrence.  The occurrence of any Event of
                         ------------------
     Default which is not fully cured within the period of time, if any,
     expressly provided for cure herein, and the acceleration of the maturity of
     the Loan on account thereof (hereinafter collectively referred to as a
     "Default Occurrence"); and
      ------------------

                    (C)  Maturity Occurrence.  The occurrence of the Maturity
                         -------------------
     Date or the prepayment by Maker (if permitted hereunder) of all principal
     and accrued Basic Interest (including, without limitation, Deferred
     Interest) and Cash Flow Contingent Interest outstanding on the Loan (the
     "Maturity Occurrence").
      -------------------

               (iii)  Notice of Triggering Event: Time for Payment of Capital
                      -------------------------------------------------------
     Proceeds Contingent Interest.  Maker shall notify Holder of the occurrence
     ----------------------------
     of a Triggering Event, and shall pay Holder the full amount of any
     applicable Capital Proceeds Contingent Interest which is payable in
     connection therewith, as follows:

                    (A)  In the case of any Sale or Financing or the Maturity
     Occurrence, Maker shall give Holder written notice of any such Triggering
     Event not less than seventy five (75) days before the date such Triggering
     Event is to occur.  Any Capital Proceeds Contingent Interest due Holder on
     account of any Sale or Financing or the Maturity Occurrence shall be paid
     to Holder on the date such Triggering Event occurs.

                    (B)  In the case of a Default Occurrence, no notice of such
     a Triggering Event need be given by Maker.  In such event, payment of any
     and all Capital Proceeds Contingent Interest on account of the Default
     Occurrence shall be immediately due and payable upon acceleration of the
     maturity of the Loan.

               (iv)  Determination of Net Capital Proceeds.  Prior to the
                     -------------------------------------
     occurrence of a Triggering Event (or, in the event of a Default Occurrence,
     within a reasonable time thereafter), the "Net Capital Proceeds" resulting
                                                --------------------
     from such Triggering Event shall be determined as follows:

                    (A)  Net Capital Proceeds From Sale or Financing.  Except as
                         -------------------------------------------
     provided in Section 2(h)(iv)(B) below, in the event of a Sale or Financing,
                 -------------------
     "Net Capital Proceeds" shall be the amount which is equal to: (I) either
      --------------------
     (x) the Gross Capital Proceeds (as hereinafter defined) realized from the
     Project, or (y) the fair market value of the Project determined pursuant to
     Section 2(h)(v) below, if Holder in its discretion requires such a
     ---------------
     determination, minus (II) the sum of: (aa) reasonable brokerage commissions
                    -----
     (excluding any payments to any Affiliate of Maker to the extent such
     payments exceed those which would have been due as commissions to a non-
     Affiliate broker rendering identical services), title insurance premiums,
     documentary transfer taxes, escrow fees and recording charges, appraisal
<PAGE>
     fees, reasonable attorneys' fees and costs, and sales taxes (if any), in
     each case actually paid or payable by Maker in connection with the Sale or
     Financing, plus (bb) all payments of principal and Deferred Interest paid
     to Holder an account of this Note from the proceeds of such Sale or
     Financing, plus (cc) an amount equal to all payments of principal and
     interest on the Senior Loans made from the proceeds of such Sale or
     Financing, plus (dd) any amount paid as Yield Maintenance Premium as a
     result of such Sale or Financing.  For purposes of this Section 2(h),
                                                             ------------
     "Gross Capital Proceeds" shall mean the gross proceeds of whatever form or
      ----------------------
     nature payable directly or indirectly to or for the benefit or account of
     Maker in connection with such Sale or Financing, including, without
     limitation: cash; the outstanding balance of any financing which will
     remain as a lien or encumbrance against the Project or any portion thereof
     following such Sale or Financing (but only in the case of a Sale, and not
     in the case of an encumbrance); and the cash equivalent of the fair market
     value of any non-cash consideration, including the present value of any
     promissory note received as part of the proceeds of such Sale or Financing
     (valued at a market rate of interest, as determined by an independent
     investment banker designated by Holder).

                    (B)  Net Capital Proceeds In Connection With a Default or
                         ----------------------------------------------------
     Maturity Occurrence.  In the event of a Default Occurrence or the Maturity
     -------------------
     Occurrence when no Sale or Financing has occurred, the "Net Capital
                                                             -----------
     Proceeds" shall equal: (I) the fair market value of the Project determined
     --------
     as of the date of such Triggering Event in accordance with Section 2(h)(v)
                                                                ---------------
     below, minus (II) the sum of (aa) the outstanding principal balance plus
     Deferred Interest on the Note plus (bb) the outstanding principal balance
     of, and accrued but unpaid interest on, the Senior Loans.

               (v)  Determination of Fair Market Value.  The fair market value
                    ----------------------------------
     of the Project shall be determined for purposes of this Note as follows:

                    (A)  Partial Sale.  In the event of a Sale of a portion of
                         ------------
     the Project, Holder shall select an experienced and reputable appraiser to
     prepare a written appraisal report of the fair market value of the Project
     in accordance with clause (C) below, and the appraised fair market value
     submitted to Holder by such appraiser shall be conclusive for purposes of
     this Note.

                    (B)  Other Occurrences.  In all other circumstances the fair
                         -----------------
     market value of the Project shall be deemed to equal the result of dividing
     the Net Cash Flow Before Debt Service for the immediately preceding fiscal
     year by ten percent (10%).  However, if the Net Cash Flow Before Debt
     Service for the immediately preceding fiscal year has been lowered because
     of unusually high Operating Expenses during such fiscal year the fair
     market value of the Project may, at the option of the Maker be determined
     by dividing by ten percent (10%) the mean average of the Net Cash Flow
     Before Debt Service of the Project for the 3 immediately preceding fiscal
     years of the Project.
<PAGE>

                    (C)  Appraisal Standards and Assumptions.  In making any
                         -----------------------------------
     determination by appraisal of fair market value, the appraiser(s) shall
     assume that the improvements then located on the Project constitute the
     highest and best use of the property.  If the Triggering Event is a Sale or
     Financing, the appraiser(s) shall take the sales price into account,
     although such sales price shall not be determinative of fair market value.
     Each appraiser selected hereunder shall be an independent MAI-designated
     appraiser with not less than ten years' experience in commercial real
     estate appraisal in the general geographical area where the Project is
     located.

               (vi)  Effect on Holder's Approval Rights.  Nothing contained in
                     ----------------------------------
     this Section 2(h) shall be deemed or construed to waive, restrict, impair,
          ------------
     or in any manner affect Holder's rights hereunder or under any provisions
     of the Debt Papers to consent (or withhold its consent) to: any prepayment
     of the Loan in whole or in part; sales or other transfers of all or any
     portion of the Project or any interest therein; sales or other transfers of
     any ownership interests in Maker; any refinancing of all or any portion of
     the Loan; any junior financing; or, any other matters which require
     Holder's consent.

               (vii)  Statement, Books and Records.  With each payment of
                      ----------------------------
     Capital Proceeds Contingent Interest, Maker shall furnish to Holder a
     statement setting forth Maker's proposed calculation of Net Capital
     Proceeds and Capital Proceeds Contingent Interest and shall provide a
     detailed breakdown of all items necessary for such calculation.  For a
     period of five years after each payment of Capital Proceeds Contingent
     Interest, Maker shall keep and maintain full and accurate books and records
     adequate to correctly reflect each such item.  Said books and records shall
     be available for Holder's inspection, copying and audit during reasonable
     business hours following reasonable notice for the purpose of verifying the
     accuracy of the payments made on account of Capital Proceeds Contingent
     Interest.  The costs of any such audit will be paid by Holder, except that
     Maker shall pay all reasonable costs and expenses of any such audit which
     discloses that any amount properly payable by Maker to Holder hereunder
     exceeded by five percent (5%) or more the amount actually paid and
     initially reported by maker as being payable with respect thereto.

               (viii)  Negative Capital Proceeds Contingent Interest.
                       ---------------------------------------------
     Notwithstanding any other provision of this Agreement, Holder shall not be
     responsible or liable in any respect to Maker or any other Person for any
     reduction in the fair market value of the Project or for any contingency,
     condition or occurrence that might result in a negative number for Capital
     Proceeds Contingent Interest.  If at any time it is calculated, Capital
     Proceeds Contingent Interest shall be a negative amount, no Capital
     Proceeds Contingent Interest shall at that time be payable to Holder, but
     Holder shall in no way be liable for any such negative amount and there
     shall be no deduction or offset for such negative amount at any time when
     Capital Proceeds Contingent Interest shall be subsequently calculated.
<PAGE>

               (ix) No payment of Capital Proceeds Contingent Interest may, when
     added to all other payments of interest or payments construed as interest,
     shall exceed the Highest Lawful Rate.

     3.  Usury Savings Clause.  The provisions of this Section 3 shall govern
         --------------------                          ---------
and control over any irreconcilably inconsistent provision contained in this
Note or in any other document evidencing or securing the indebtedness evidenced
hereby.  The Holder hereof shall never be entitled to receive, collect, or apply
as interest hereon (for purposes of this Section 3, the word "interest" shall be
                                         ---------
deemed to include Basic Interest, Additional Interest and any other sums treated
as interest under applicable law governing matters of usury and unlawful
interest), any amount in excess of the Highest Lawful Rate (hereinafter defined)
and, in the event the Holder ever receives, collects, or applies as interest any
such excess, such amount which would be excessive interest shall be deemed a
partial prepayment of principal and shall be treated hereunder as such; and, if
the principal of this Note is paid in full, any remaining excess shall forthwith
be paid to Maker.  In determining whether or not the interest paid or payable,
under any specific contingency, exceeds the Highest Lawful Rate, Maker and the
Holder shall, to the maximum extent permitted under applicable law, (i)
characterize any nonprincipal payment as an expense, fee, or premium rather than
as interest, (ii) exclude voluntary prepayments and the effects thereof, and
(iii) spread the total amount of interest throughout the entire contemplated
term of this Note; provided, that if this Note is paid and performed in full
prior to the end of the full contemplated term hereof, and if the interest
received for the actual period of existence  hereof exceeds the Highest Lawful
Rate, the Holder shall refund to Maker the amount of such excess or credit the
amount of such excess against the principal of this Note, and, in such event,
the Holder shall not be subject to any penalties provided by any laws for
contracting for, charging, or receiving interest in excess of the Highest Lawful
Rate.
     4.  Payments.
         --------

          (a)  Interest and Principal.  Maker promises to pay to the Holder
               ----------------------
     hereof Basic Interest, Deferred Interest and Additional Interest as, in the
     respective amounts, and at the respective times provided in Section 2
                                                                 ---------
     hereinabove.  Maker also agrees that, on the anniversary  date of this
     note, Maker will pay to the Holder one-twentieth of the principal of this
     Note ($_____________), together with all Basic Interest (and on the
     twentieth anniversary, including without limitation, Deferred Interest and
     Additional Interest accrued hereunder and not theretofore paid).  Each
     payment of principal of, Basic Interest (including without limitation,
     Deferred Interest), and Additional Interest on, or any other amounts of any
     kind with respect to, this Note shall be made by the Maker to the Holder
     hereof at its office in Phoenix, Arizona (or at any other place which the
     Holder may hereafter designate for such purpose in a notice duly given to
     the Maker hereunder), not later than noon, Eastern Standard Time, on the
     date due thereof; and funds received after that hour shall be deemed to
     have been received by the Holder on the next following business day.
     Whenever any payment to be made under this Note shall be stated to be due
     on a date which is not a business day, the due date thereof shall be
     extended to the next succeeding business day, and interest shall be payable
<PAGE>
     at the applicable rate during such extension.

          (b)  Late Payment Charges.  If any amount of Interest, principal or
               --------------------
     any other charge or amount which becomes due and payable under this Note is
     not paid and received by the Holder within five business days after the
     date it first becomes due and payable, Maker shall pay to the Holder hereof
     a late payment charge in an amount equal to five percent (5%) of the full
     amount of such late payment, whether such late payment is received prior to
     or after the expiration of the ten-day cure period set forth in Section
     8(a).  Maker recognizes that in the event any payment secured hereby (other
     than the principal payment due upon maturity of the Note, whether by
     acceleration or otherwise) is not made when due, Holder will incur extra
     expenses in handling the delinquent payment, the exact amount of which is
     impossible to ascertain, but that a charge of five percent (5%) of the
     amount of the delinquent payment would be a reasonable estimate of the
     expenses so incurred.  Therefore, if any such payment is not received when
     due and payable, Maker shall without prejudicing or affecting any other
     rights or remedies of the trustee under those certain Junior Deeds of Trust
     (or Junior Mortgages, or Junior Deeds to Secure Debt), Assignment of Leases
     and Rents, Security Agreement, Financing Statement and Fixture Filing of
     even date herewith or Holder pay to Holder to cover expenses incurred in
     handling the delinquent payment, an amount calculated at five percent (5%)
     of the amount of the delinquent payment.

          (c)  No Prepayment.  Maker shall have the right to prepay this Note at
               -------------
     any time, but only subject to the requirements and conditions set forth
     below.  If under any circumstances whatsoever (other than pursuant to
     Section 3 above) this Note is paid in whole or in part, whether
     voluntarily, following acceleration after the occurrence of an Event of
     Default, with the consent of Holder, by Holder's application of any
     condemnation or insurance proceeds to amounts due under the Note, by
     operation of law or otherwise, and whether or not such payment prior to the
     Stated Maturity Date results from the Holder's exercise of its rights to
     accelerate the indebtedness evidenced hereby, then Maker shall pay to the
     Holder the Yield Maintenance Premium (defined hereinbelow) in addition to
     paying the entire unpaid principal balance of this Note and all Interest
     which has accrued but is unpaid except with the written consent of the
     Holder.

          A Yield Maintenance Premium in an amount equal to the grater of (A)
     one percent (1.0%) of the principal amount being prepaid, and (B) the
     positive excess of (1) the present value ("PV") of all future installments
     of principal and interest due pursuant to Section 4(a) of this Note absent
                                               ------------
     any such prepayment including the principal amount due at the Stated
     Maturity Date (collectively, "All Future Payments"), discounted at an
     interest rate per annum equal to the sum of (a) the Treasury Constant
     Maturity Yield Index published during the second full week preceding the
     date on which such Yield Maintenance Premium is payable for instruments
     having a maturity coterminous with the remaining term of this Note, and (b)
     One Hundred Forty (140) basis points, over (2) the then outstanding
     principal balance hereof immediately before such prepayment [(PV of All
<PAGE>
     Future Payments) (Principal balance at the time of prepayment) = Yield
     Maintenance Premium].  "Treasury Constant Maturity Yield Index" shall mean
     the average yield for "This Week" as reported by the Federal Reserve Board
     in Federal Reserve Statistical Release H.15 (519).  If there is no Treasury
     Constant Maturity Yield Index for instruments having a maturity coterminous
     with the remaining term of this Note, then the index shall be equal to the
     weighted average yield to maturity of the Treasury Constant Maturity Yield
     Indices with maturities next longer and shorter than such remaining average
     life to the maturity, calculated by averaging (and rounding upward to the
     nearest 1/100 of 1% per annum, if the average is not such a multiple) the
     yields of the relevant Treasury Constant Maturity Yield Indices (rounded,
     if necessary, to the nearest 1/100 of 1% with any figure of 1/200 of 1% or
     above rounded upward).  In the event that any Yield Maintenance Premium is
     due hereunder, Holder shall deliver to Maker a statement setting forth the
     amount and determination of the Yield Maintenance Premium and, provided
     that Holder shall have in good faith applied the formula described above,
     Maker shall not have the right to challenge the calculation or the method
     of calculation set forth in any such statement in the absence of manifest
     error, which calculation may be made by Holder on any day during the thirty
     (30) day period preceding the date of such prepayment.  Holder shall not be
     obligated or required to have actually reinvested the prepaid principal
     balance at the Treasury Constant Maturity Yield Index or otherwise as a
     condition to receiving the Yield Maintenance Premium. No Yield Maintenance
     Premium or premium shall be due or payable in connection with any
     prepayment of the indebtedness evidenced by this Note made on or after any
     date after June 1, 2005.  In addition to the aforesaid Yield Maintenance
     Premium if, upon any such prepayment (whether prior to or after any date
     that is after June 1, 2005, the aforesaid prior written notice has not been
     received by Holder, the Yield Maintenance Premium shall be increased by an
     amount equal to the lesser of (i) thirty (30) days' unearned interest
     computed in the outstanding principal balance of this Note, so prepaid and
     (ii) unearned interest computed on the outstanding principal balance of
     this Note so prepaid for the period from, and including, the date of
     prepayment through the otherwise Stated Maturity Date of this Note.

          Without limiting the scope of the foregoing provisions, the provisions
     of this paragraph shall constitute, within the meaning of any applicable
     state statute, both a waiver of any right Maker may have to prepay the
     Note, in whole or in part, without premium or charge, upon acceleration of
     the maturity of the Note, or otherwise, and an agreement by Maker to pay
     the prepayment charge described in this Note, whether such prepayment is
     voluntary or upon or following any acceleration of this Note, or otherwise,
     and for such purpose Maker has separately initialed this provision in the
     space provided below, and Maker hereby declares that Holder's agreement to
     make the Loan to Maker at the interest rate and for the term set forth in
     the Note constitutes adequate consideration, of individual weight, for this
     waiver and agreement by Maker.

     Notwithstanding the foregoing, or anything else in this Note to the
<PAGE>
     contrary, it is agreed that in the event this Note becomes due and payable
     as a result of the termination of all of the Property Management
     Agreements, Maker shall not be subject to the Yield Maintenance Premiums or
     other prepayment premiums contemplated herein and Maker shall only be
     required to repay the outstanding principal balance of this Note and
     accrued but unpaid  Basic Interest and Deferred Interest through the date
     of such prepayment, it being agreed that in such event, Maker shall not be
     required to pay any Capital Proceeds Contingent Interest or Cash Flow
     Contingent Interest.

                   Maker's Initials:_____

     5.  Representations and Warranties of Maker.  Maker represents and warrants
         ---------------------------------------
to Payee, as of the date hereof, that:

          (a)  Due Authorization.  Maker is a corporation duly organized under
               -----------------
     the laws of the state of its organization, with the authority to own the
     Project and enter into the Debt Papers and consummate the transactions
     contemplated thereby;

          (b)  No Violation.  Maker's execution, delivery and performance of its
               ------------
     obligations under the Debt Papers do not and will not violate the articles
     of incorporation or by-laws of Maker and will not violate, conflict with or
     constitute a default under any agreement to which Maker is a party or by
     which the Project is bound or encumbered, or violate any Requirements of
     Law to which Maker or the Project is subject;

          (c)  Consents.  No consents, approvals, filings, or notices of, with
               --------
     or to any Person are required on the part of Maker in connection with
     Maker's execution, delivery and performance of its obligations under the
     Debt Papers that have not been duly obtained, made or given, as the case
     may be;

          (d)  Enforceability.  The Debt Papers are valid, binding and
               --------------
     enforceable in accordance with their terms, except as the enforceability
     thereof may be limited by bankruptcy, insolvency, moratorium,
     reorganization or similar laws relating to or affecting the enforcement of
     creditors' rights generally.

          (e)  Compliance with Laws.  Each Mortgaged Property is in compliance
               --------------------
     in all material respects with all applicable Requirements of Law;

          (f)  Zoning and Other Laws.  The Project and the use thereof as a
               ---------------------
     self-storage facility, separate and apart from any other properties,
     constitutes a legal and conforming use under applicable zoning regulations
     and each such Project is in compliance in all material respects with all
     applicable Requirements of Law;

          (g)  Litigation.  No litigation, investigation or proceeding or notice
               ----------
<PAGE>
     thereof before any arbitrator or governmental authority, agency or
     subdivision is pending or, to Maker's best knowledge, threatened, against
     Maker or the Project;

          (h)  Utilities; Licenses.  All utilities required by Requirements of
               -------------------
     Law or by the normal and intended use of the Project are installed to the
     property line and connected by valid permits and the Maker possesses, or
     will possess as and when necessary, all patents, patent rights or licenses,
     trademarks, trade names, trade name right, service marks, copyrights,
     licenses, permits and consents (or rights thereto) which are required to
     conduct its business as it is now conducted or as it is presently proposed
     to be conducted, or which are required by any governmental entity or
     agency;

          (i)  Easements.  Maker has obtained and has encumbered in favor of
               ---------
     Holder pursuant to the Mortgage all easements, appurtenances and rights of
     way necessary for access to and the normal uses of the Project; and

          (i)  Place of Business.  Maker's principal place of business is
               -----------------
     located at 715 South Country Club Drive, Mesa, AZ 85210, and that address
     is its only place of business or its chief executive office.

     6.  Affirmative Covenants.  Maker hereby covenants and agrees that, so long
         ---------------------
as any indebtedness under the Note remains unpaid, Maker shall:

          (a)  Use of Proceeds.  Use the proceeds of the Loan to repay certain
               ---------------
     indebtedness presently outstanding against the Project and held by Payee.

          (b)  Financial Statements.  Deliver or cause to be delivered to
               --------------------
     Holder:

                         (i)  As soon as available and in any event within 90
          days after the end of each calendar year, annual financial reports on
          the Project showing all income and expenses certified to be accurate
          and complete by an officer of the Maker; and

                         (ii)  As soon as available and in any event within 45
          days after the end of each of the first three calendar quarters of
          each year, (1)  a detailed comparative earnings statement for such
          quarter and for the period commencing at the end of the previous
          fiscal year and ending with the end of such quarter, and (2) financial
          reports on the Project showing all income and expenses, certified to
          be accurate and complete by an officer of the managing general partner
          of Maker (or, if Maker is a corporation, of Maker); and

                         (iii)  Promptly, such additional financial and other
          information (including, without limitation, information regarding the
          Project) as Holder may from time to time reasonably request.
<PAGE>

          (c)  Inspection of Property; Books and Records; Discussions.  Keep
               ------------------------------------------------------
     proper books of record and account in which full, true and correct entries
     in conformity with GAAP and all Requirements of Law shall be made of all
     dealings and transactions in relation to its business and activities and,
     upon reasonable notice, permit representatives of Holder to examine and
     make abstracts from any of its books and records at any reasonable time and
     as often as may reasonably be desired by Holder and to discuss the
     business, operations, properties and financial and other conditions of
     Maker with officers and employees of Maker and with its independent
     certified public accountants.  In addition, on the last day of each
     calendar month on which an Interest payment is due, Maker shall furnish to
     Holder a certified statement of operations of the Project for the calendar
     month in which such Interest payment is due, showing in reasonable detail
     and in a format approved by Holder the Gross Receipts, Operating Expenses,
     and Net Cash Flow, as well as (if required by Holder) all data necessary
     for the calculation of any such amounts.  Maker shall keep and maintain at
     all times full and accurate books of account and records adequate to
     correctly reflect all such amounts.  Such books and records shall be
     available for at least five (5) years after the end of the relevant
     calendar month.  Holder shall have the right to inspect, copy and audit
     such books of account and records at Holder's expense, during reasonable
     business hours, and upon reasonable notice to Maker, for the purpose of
     verifying the accuracy of any principal payments made.  The costs of any
     such audit will be paid by Holder, except that Maker shall pay all
     reasonable costs and expenses of any such audit which discloses that any
     amount properly payable by Maker to Holder hereunder exceeded by five
     percent (5%) or more the amount actually paid and initially reported by
     Maker as being payable with respect thereto.

          (d)  Notices.  Give prompt written notice to Holder of (a) any claims,
               -------
     proceedings or disputes (whether or not purportedly on behalf of Maker)
     against, or to Maker's knowledge, threatened or affecting Maker or the
     Project which, if adversely determined, could reasonably be expected to
     have a Material Adverse Effect (without in any way limiting the foregoing,
     claims, proceedings, or disputes involving in the aggregate monetary
     amounts in excess of $15,000 not fully covered by insurance shall be deemed
     to be material, exclusive of deductibles in an amount not to exceed
     $1,000), or (b) any proposal by any public authority to acquire the Project
     or any portion thereof.

          (e)  Expenses.  Pay all reasonable out-of-pocket expenses (including
               --------
     fees and disbursements of counsel, including special local counsel) of
     Holder, incident to any amendments, waivers and renewals relating to the
     Debt Papers and the protection of the rights of Holder under the Debt
     Papers whether by judicial proceedings or otherwise, including, without
     limitation, in connection with bankruptcy, insolvency, liquidation,
     reorganization, moratorium or other similar proceedings involving Maker or
     a "workout" of the Loan.  The obligations of Maker under this Section 6(e)
                                                                   ------------
     shall survive repayment of the Loan.
<PAGE>

          (f)  Debt Papers.  Comply with and observe all terms and conditions of
               -----------
     the Debt Papers.

          (g)  INDEMNIFICATION.  INDEMNIFY AND HOLD HARMLESS HOLDER AND ITS
               ---------------
     DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS AND AGENTS (THE "INDEMNIFIED
                                                                -----------
     PARTIES") FROM AND AGAINST ALL DAMAGES AND LIABILITIES (COLLECTIVELY AND
     -------
     SEVERALLY, "LOSSES") ASSESSED AGAINST ANY OF THEM RESULTING FROM THE CLAIMS
                 ------
     OF ANY PARTY RELATING TO OR ARISING OUT OF THE DEBT PAPERS OR THE
     TRANSACTIONS CONTEMPLATED THEREBY, EXCEPT FOR LOSSES CAUSED BY THE GROSS
     NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY, AND REIMBURSE
     EACH INDEMNIFIED PARTY FOR ANY EXPENSES (INCLUDING THE FEES AND
     DISBURSEMENTS OF LEGAL COUNSEL) REASONABLY INCURRED IN CONNECTION WITH THE
     INVESTIGATION OF, PREPARATION FOR OR DEFENSE OF ANY ACTUAL OR THREATENED
     CLAIM, ACTION OR PROCEEDING ARISING THEREFROM (INCLUDING ANY SUCH COSTS OF
     RESPONDING TO DISCOVERY REQUEST OR SUBPOENAS), REGARDLESS OF WHETHER HOLDER
     OR SUCH OTHER INDEMNIFIED PERSON IS A PARTY THERETO.  WITHOUT DEROGATING
     THE PROVISIONS OF SECTION 20 BELOW, IT IS ACKNOWLEDGED AND AGREED BY MAKER
                       ----------------
     THAT THE INDEMNIFICATION RIGHTS OF THE INDEMNIFIED PARTIES HEREUNDER ARE IN
     ADDITION TO AND CUMULATIVE WITH ALL OTHER RIGHTS OF THE INDEMNIFIED
     PARTIES.  WITH REFERENCE TO THE PROVISIONS SET FORTH ABOVE IN THIS SECTION
                                                                        -------
     6(g) FOR PAYMENT BY MAKER OF ATTORNEYS' FEES INCURRED BY THE INDEMNIFIED
     ----
     PARTIES IN ANY ACTION OR CLAIM BROUGHT BY A THIRD PARTY, MAKER SHALL, IF IT
     ADMITS LIABILITY HEREUNDER TO ANY INDEMNIFIED PARTY, DILIGENTLY DEFEND SUCH
     INDEMNIFIED PARTY AND DILIGENTLY CONDUCT THE DEFENSE.  IF HOLDER OR ANY
     OTHER SUCH INDEMNIFIED PARTY DESIRES TO ENGAGE SEPARATE COUNSEL, IT MAY DO
     SO AT ITS OWN EXPENSE; PROVIDED, HOWEVER, THAT SUCH LIMITATION ON THE
     OBLIGATION OF MAKER TO PAY THE FEES OF SEPARATE COUNSEL FOR SUCH
     INDEMNIFIED PARTY SHALL NOT APPLY IF SUCH INDEMNIFIED PARTY HAS RETAINED
     SAID SEPARATE COUNSEL BECAUSE OF A REASONABLE BELIEF THAT MAKER IS NOT
     DILIGENTLY DEFENDING IT AND/OR NOT DILIGENTLY CONDUCTING THE DEFENSE AND SO
     NOTIFIES MAKER.  THE OBLIGATIONS OF MAKER UNDER THIS SECTION 6(g) SHALL
                                                          ------------
     SURVIVE REPAYMENT IN FULL OF THE INDEBTEDNESS EVIDENCED HEREBY.  EXCEPT AS
     OTHERWISE PROVIDED, IT IS THE INTENT OF THIS SECTION 6(g) THAT THE MAKER
                                                  ------------
<PAGE>
     SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM LOSSES
     OCCASIONED BY THE ACTS OR OMISSIONS, INCLUDING, WITHOUT LIMITATION,
     NEGLIGENCE, OF THE INDEMNIFIED PARTIES.

                   MAKER'S INITIALS_____

          (g)  Co-operation.  Execute and deliver to Holder any and all
               ------------
     instruments, documents and agreements, and do or cause to be done from time
     to time any and all other acts, reasonably deemed necessary or desirable by
     Holder to effectuate the provisions and purposes of the Debt Papers.

          (h)  Requirements of Law.  Comply at all times with all Requirements
               -------------------
     of Law.

          (i)  Management Agreement.  Cause or permit the Project to be
               --------------------
     initially managed by a subsidiary of U-Haul International, Inc. and to be
     at all times managed by a nationally recognized self-storage property
     management company (the "Project Manager") approved by the Holder, which
                              ---------------
     Project Manager shall be employed pursuant to an agreement (the "Property
                                                                      --------
     Management Agreement") approved by the Holder.  In no event shall the fees
     --------------------
     paid (or required to be paid) to the Project Manager exceed six percent
     (6%) of Gross Receipts for any time period.  The Maker agrees, upon request
     of the Holder, to exercise its right to terminate any Project Manager upon
     the occurrence and continuance of (i) an Event of Default, (ii) a Sale of
     U-Haul International, Inc. or such Project Manager, (iii) a breach by such
     Project Manager of its respective Property Management Agreement, or (iv)
     the Net Cash Flow prior to subtracting Interest shall fall twenty percent
     (20%) or more for one complete Loan Year.

     7.  Negative Covenants.  Maker hereby agrees that, as long as any
         ------------------
indebtedness under the Note remains unpaid, Maker shall not, directly or
indirectly:

          (a)  Indebtedness.  Create, incur or assume any Indebtedness except
               ------------
     for: (i) the Loan; (ii) Maker's contingent obligations under the Senior
     Loans; (iii) for non-delinquent taxes; and (iv) unsecured debt incurred in
     the ordinary course of business.

          (b)  Consolidation and Merger.  Liquidate or dissolve or enter into
               ------------------------
     any consolidation, merger, partnership, joint venture, syndicate or other
     combination (except for a merger or consolidation for the purpose of, and
     having the effect of changing Maker's jurisdiction of organization).

          (c)  Transactions with Affiliates.  Purchase, acquire or lease any
               ----------------------------
     property from, or sell, transfer or lease any property to, or lend or
     advance any money to, or borrow any money from, or guarantee any obligation
     of, or acquire any stock, obligations or securities of, or enter into any
     merger or consolidation agreement, or any management or similar agreement
<PAGE>
     with, any Affiliate, or enter into any other transaction or arrangement or
     make any payment to (including, without limitation, on account of any
     management fees, service fees, office charges, consulting fees, technical
     services charges or tax sharing charges) or otherwise deal with, in the
     ordinary course of business or otherwise, any Affiliate on terms which are
     unreasonably burdensome or unfair, except (i) transactions relating to the
     sharing of overhead expenses, including, without limitation, managerial,
     payroll and accounting and legal expenses, for which charges assessed
     against Maker are not greater than would be incurred by Maker in similar
     transactions with non-Affiliates, or (ii) fair and reasonable transactions
     between Maker and U-Haul International, Inc. and its related companies.

          (d)  Sale of Interests in the Project or in the Maker.  Without
               ------------------------------------------------
     obtaining the prior written consent of Holder (which Holder may withhold or
     condition in its sole and absolute discretion), cause, permit or acquiesce
     in any Sale or Financing.

          (e)  Distributions.  Notwithstanding anything to the contrary
               -------------
     contained in this Note or the Debt Papers, Maker shall not make any
     distributions to any of its partners, except for distributions of amounts
     not in excess of (i) the Catch-Up Amount for any quarter, (ii) any Net Cash
     Flow for any quarter remaining after the payment to Holder of all Interest
     and the Catch-Up Amount payable for and with respect to such quarter, and
     (iii) upon the Sale or Financing any Net Sale or Financing proceeds
     remaining after payment to Holder of the amounts to which Holder is
     entitled hereunder in connection therewith.

          (f)  Business.  Engage, directly or indirectly, in any business other
               --------
     than that arising out of the issuance of this Note, entering into the Debt
     Papers, taking the actions required to be performed under the Debt Papers
     and operating the Mortgaged Properties.

          (g)  No Bankruptcy Filing.  To the extent permitted by law, without
               --------------------
     the unanimous consent of the Board of Directors of the Maker (for these
     purposes such Board of Directors will not include any committee thereof)
     voluntarily file any petition for bankruptcy, reorganization, assignment
     for the benefit of creditors or similar proceeding.

          (h)  No Joint Venture.  Engage in a joint venture or become a partner
               ----------------
     with any other Person.

     8.   Event of Default; Remedies.  Any one of the following occurrences
          --------------------------
shall constitute an Event of Default under this Note:

          (a)  The failure by the undersigned to make any payment of principal,
     Interest or Yield Maintenance Premium upon this Note as and when the same
     becomes due and payable in accordance with the provisions hereof, and the
     continuation of such failure for a period of ten (10) days after notice
     thereof to the Maker;
<PAGE>

          (b)  The failure by the Maker to deposit in any account established
     and maintained pursuant to the Collection Account Agreement any amount
     required to be deposited in such account within 2 days of when required
     pursuant to the terms of the Collection Account Agreement;

          (c)  Any representation, warranty or certification made by Maker under
     any Debt Paper or in any report, certificate or financial statement
     delivered to the Holder under or in connection with any Debt Paper is
     materially inaccurate or incomplete as of the date made; provided, however,
     that such inaccurate or incomplete representation, warranty or
     certification is material and cannot be cured without material prejudice to
     the Holder within 30 days written notice thereof to the Maker;

          (d)  The failure by Maker to perform any obligation under, or the
     occurrence of any other default with respect to any provision of, this Note
     other than as described in any of the other clauses of this Section 8, and
     the continuation of such default for a period of 30 days after written
     notice thereof to the Maker;

          (e)  The occurrence of any Default under the Mortgage, under the
     Security Agreement and Assignment (Management Agreement), or under any of
     the other Debt Papers;

          (f)  (i) Maker shall file, institute or commence any case, proceeding
     or other action (A) under any existing or future law of any jurisdiction,
     domestic or foreign, relating to bankruptcy, insolvency, reorganization or
     relief of debtors, seeking to have an order for relief entered with respect
     to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
     reorganization, arrangement, adjustment, winding-up, liquidation,
     dissolution, composition or other relief with respect to it or its debts,
     or (B) seeking appointment of a receiver, trustee, custodian or other
     similar official for it or for all or any substantial part of its assets,
     or Maker shall make a general assignment for the benefit of its creditors;
     or (ii) there shall be filed, instituted or commenced against Maker any
     case, proceeding or other action of a nature referred to in clause (i)
     above which (A) results in the entry of any order for relief or any such
     adjudication or appointment, or (B) remains undismissed undischarged for a
     period of 60 days; or (iii) there shall be commenced against Maker any
     case, proceeding or other action seeking issuance of a warrant of
     attachment, execution, distraint or similar process against all or
     substantially all of its assets which results in the entry of an order for
     any such relief which shall not have been vacated, discharged, stayed,
     satisfied, or bonded to Holder's satisfaction pending appeal, within 60
     days from the first entry thereof; or (iv) Maker shall take any action in
     furtherance of, or indicating its consent to, approval of, or acquiescence
     in, any of the acts described in any of the preceding clauses (i) , (ii) or
     (iii); or (v) Maker shall not, or shall be unable to, or shall admit in
     writing its inability to, pay its debts as they become due, or shall in
     writing admit that it is insolvent;
<PAGE>

          (g)  One or more judgments or decrees in an aggregate amount exceeding
     $1,000,000.00 shall be entered against Maker and all such judgments or
     decrees shall not have been vacated, discharged, stayed, satisfied, or
     bonded to Holder's satisfaction pending appeal within 60 days from the
     first entry thereof; or

          (h)  The occurrence of a Event of Default under the Promissory Notes
     evidencing the Senior Loans.

Upon the occurrence of any Event of Default hereunder:  the entire unpaid
principal balance of, and any unpaid Basic Interest and Additional Interest then
accrued on, this Note together with the Yield Maintenance Premium, if any, and
other charges payable pursuant to the Debt Papers shall, at the option of the
Holder hereof and without demand or notice of any kind to the undersigned or any
other person, immediately become and be due and payable in full (except that
such acceleration shall occur automatically upon the occurrence of any Event of
Default described in the preceding clause (e) of this Section 8, without further
action or decision by Holder) ; and the Holder shall have and may exercise any
and all rights and remedies available at law or in equity and also any and all
rights and remedies provided in the Mortgage and any of the other Security
Documents.

     9.  Offset.  In addition to (and not in limitation of) any rights of offset
         ------
that the Holder hereof may have under applicable law, upon the occurrence of any
Event of Default hereunder the Holder hereof shall have the right, immediately
and without notice, to appropriate and apply to the payment of this Note any and
all balances, credits, deposits, accounts or moneys of the Maker then or
thereafter with or held by the Holder hereof.

     10.  Allocation of Balances or of Payments.  At any and all times until
          -------------------------------------
this Note and all amounts hereunder (including principal, Interest, and other
charges and amounts, if any) are paid in full, all payments (whether of
principal, Interest or other amounts) made by the undersigned or any other
person (including any guarantor) to the Holder hereof may be allocated by the
Holder to principal, Interest or other charges or amounts as the Holder may
determine in its sole, exclusive and unreviewable discretion (and without notice
to or the consent of any person).

     11.  Captions.  Any headings or captions in this Note are inserted for
          --------
convenience of reference only, and they shall not be deemed to constitute a part
hereof, nor shall they be used to construe or interpret the provisions of this
Note.

     12.  Waiver.
          ------

          (a)  Maker, for itself and for its successors, transferees and assigns
     and all guarantors and endorsers, hereby waives diligence, presentment and
     demand for payment, protest, notice of protest and nonpayment, dishonor and
     notice of dishonor, notice of the intention to accelerate, notice of
     acceleration, and all other demands or notices of any and every kind
     whatsoever (except only for any notice of default expressly provided for in
<PAGE>
     Section 8 of this Note or in the Security Documents) and the undersigned
     ---------
     agrees that this Note and any or all payments coming due hereunder may be
     extended from time to time in the sole discretion of the Holder hereof
     without in any way affecting or diminishing their liability hereunder.

          (b)  No extension of the time for the payment of this Note or any
     payment becoming due or payable hereunder, which may be made by agreement
     with any Person now or hereafter liable for the payment of this Note, shall
     operate to release, discharge, modify, change or affect the original
     liability under this Note, either in whole or in part, of the Maker if it
     is not a party to such agreement.

          (c)  No delay in the exercise of any right or remedy hereunder shall
     be deemed a waiver of such right or remedy, nor shall the exercise of any
     right or remedy be deemed an election of remedies or a waiver of any other
     right or remedy.  Without limiting the generality of the foregoing, the
     failure of the Holder hereof promptly after the occurrence of any Event of
     Default hereunder to exercise its right to declare the indebtedness
     remaining unmatured hereunder to be immediately due and payable shall not
     constitute a waiver of such right while such Event of Default continues nor
     a waiver of such right in connection with any future Event of Default on
     the part of the undersigned.

     13.  Payment of Costs.  The undersigned hereby expressly agrees that upon
          ----------------
the occurrence of any Event of Default under this Note, the undersigned will pay
to the Holder hereof, on demand, all costs of collection or enforcement of every
kind, including (but not limited to) all attorneys' fees, court costs, and other
costs and expenses of every kind incurred by the Holder hereof, on demand, all
costs of collection or enforcement of every kind, including (but not limited to)
all attorneys' fees, court costs, and other costs and expenses of every kind
incurred by the Holder hereof in connection with the protection or realization
of any or all of the security for this Note, whether or not any lawsuit is ever
filed with respect thereto.

     14.  The Debt Papers.  This Note is unsecured.  The Senior Loans are
          ---------------
secured by, inter alia,  certain Deeds of Trust (and Mortgages, and Deeds to
            ----- ----
Secure Debt), Assignment of Leases and Rents, Security Agreement and Financing
Statement, made and granted by subsidiaries of Maker to or for the benefit of
the Senior Holders, respectively, which create liens on real estate in the
Project and which also creates a security interest in personal property located
thereat or utilized in connection therewith, and each and every additional
document or instrument which may at any time be delivered to the Senior Holders
as security under the Senior Loans, as any of the same may at any time or from
time to time be amended, modified or restated, and together with all
substitutions and replacements therefor, are sometimes referred to collectively
herein as the "Security Documents").  Reference should be made to the Mortgage
               ------------------
and the other Security Documents for a description of the property encumbered
thereby and the nature and extent of the security thereof.  This Note, the
Security Documents and all other documents executed in connection with the Note
and the Security Documents are sometimes referred to collectively herein as the
<PAGE>
"Debt Papers".  This Note, the Mortgage, and the other Debt Papers (if any) are
 -----------
hereby incorporated by reference into this Note in their entirety, as though the
complete text of each of them were set out in full here in the body of this
Note.  Notwithstanding anything to the contrary set forth herein, this Note is
not indebtedness of, and is not secured, whether directly or indirectly, by any
collateral or property owned or operated by the Borrowers, or any of them.

     15.  Notices.  All notices, demands and other communications hereunder to
          -------
either party shall be made in writing and shall be deemed to have been given
when actually received or, if mailed, on the first to occur of actual receipt or
the third business day after the deposit thereof in the United States mails, by
registered or certified mail, postage prepaid, addressed as follows:



     If to the Maker: SAC Holding Corporation
                      715 South Country Club Drive
                      Mesa, AZ 85210

     If to the Holder:   Oxford Life Insurance Company
                         2721 North Central Avenue
                         Phoenix, Arizona 85004
                         Attention: Treasurer


or to either party at such other address as such party may designate as its
address for the receipt of notices hereunder in a written notice duly given to
the other party.

     16.  Time of the Essence.  Time is hereby declared to be of the essence of
          -------------------
this Note and of every part hereof.

     17.  Governing Law.  This Note shall be governed by and construed in
          -------------
accordance with the internal laws of the State of Arizona.

     18.  Jurisdiction.  In any controversy, dispute or question arising
          ------------
hereunder or under the other Debt Papers, the Maker consents to the exercise of
jurisdiction over its person and property by any court of competent jurisdiction
situated in the State of Arizona (whether it be a court of the State of Arizona,
or a court of the United States of America situated in the State of Arizona),
and in connection therewith, agrees to submit to, and be bound by, the
jurisdiction of such court upon the Holder's mailing of process by registered or
certified mail, return receipt requested, postage prepaid, within or without the
State of Arizona, to the Maker at its address for receipt of notices under this
Note.

     19.  HOLDER NOT PARTNER OF MAKER.  UNDER NO CIRCUMSTANCES WHATSOEVER SHALL
          ---------------------------
<PAGE>
THE HOLDER OF THIS NOTE BE DEEMED TO BE A PARTNER OR A CO-VENTURER WITH MAKER OR
WITH ANY OTHER PERSON.  MAKER SHALL NOT REPRESENT TO ANY PERSON THAT THE MAKER
AND THE HOLDER HEREOF ARE PARTNERS OR CO-VENTURERS.  ANY AND ALL ACTIONS BY THE
HOLDER HEREOF IN EXERCISING ANY RIGHTS, REMEDIES OR PRIVILEGES HEREOF OR IN
ENFORCING THIS NOTE OR THE OTHER DEBT PAPERS WILL BE EXERCISED BY THE HOLDER
SOLELY IN FURTHERANCE OF ITS ROLE AS A SECURED LENDER.

     20.  Limitation of Personal Liability.  Except for fraud or knowing
          --------------------------------
misrepresentations, neither Maker nor any partner in Maker shall be liable
personally to pay this Note or the indebtedness evidenced hereby, and the Holder
shall not seek any personal or deficiency judgment on this Note except for fraud
or knowing misrepresentations, and the sole remedy of the Holder hereunder or
under any of the other Debt Papers shall (except for fraud, misappropriation of
funds or knowing misrepresentations) be under the Security Documents for
enforcement thereof or shall otherwise be against the Collateral (defined for
purposes hereof as defined in the Mortgage) and any other property at any time
securing any or all of the Liabilities (defined for purposes hereof as defined
in the Mortgage); provided, however, that the foregoing shall not in any way
diminish or affect (i) any rights the Holder may have (as a secured party or
otherwise) to, against or with respect to the Collateral or any other property
at any time securing any of the liabilities, (ii) any rights of the Holder
against the Maker with respect to any fraud, misappropriation of funds or
knowing misrepresentation, or (iii) any rights of the Holder under or with
respect to any guaranty at any time furnished to the Holder relating to or
concerning any of the Liabilities.

     21.  JURY TRIAL.  THE MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY
          ----------
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE
OR ANY DEBT PAPERS TO WHICH IT IS A PARTY, OR UNDER ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN
CONNECTION WITH THIS NOTE OR ANY DEBT PAPERS, AND AGREES THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

     22.  Entire Agreement.  This Note and the other Security Documents
          ================
constitute the entire agreement between Maker and Payee.  No representations,
warranties, undertakings, or promises whether written or oral, expressed or
implied have been made by the Payee or its agent unless expressly stated in this
Note or the Security Documents.


                     [THIS SPACE INTENTIONALLY LEFT BLANK]
<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed and delivered this Note,
pursuant to proper authority duly granted, as of the date and year first above
written.


            SAC HOLDING CORPORATION
            a Nevada corporation

            By:  /S/ Mark V. Shoen
                 -----------------------------------

            Its: President
                 -----------------------------------




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>6
<FILENAME>p66363aex10-9.txt
<DESCRIPTION>EX-10.9
<TEXT>
<PAGE>
                                                                   Exhibit 10.9

PROMISSORY NOTE

Maximum principal amount of                         dated as of August 20, 2001
$5,000,000.00 (U.S. Dollars)

     FOR VALUE RECEIVED, the undersigned SAC Holding Corporation, a Nevada
corporation (the "Maker" or the "undersigned"), promises to pay to the order of
                  -----          -----------
U-Haul International, Inc., a Nevada corporation, ("Payee"), at the principal
                                                    -----
office of the Payee at 2721 North Central Avenue, Phoenix, Arizona 85004 or at
such other place or places as the holder hereof may from time to time designate
in writing, the principal sum of up to Five Million Dollars ($5,000,000), or, if
less, the aggregate unpaid principal amount of the Loan made by Payee to Maker,
with Interest on the principal balance outstanding from time to time, all as
hereinafter set forth.

     1.   Definitions.  As used in this Note, each of the following terms shall
          -----------
have the following meanings, respectively:

          "Accrual Rate":  shall mean the annual interest rate of eight percent
           ------------
     (8.0%).

          "Additional Interest":  shall mean and include both Cash Flow
          ---------------------
     Contingent Interest and Capital Proceeds Contingent Interest.

          "Adjusted Operating Expenses":  shall mean Operating Expenses (i) to
          -----------------------------
     account for all actual or required Operating Expenses as opposed to
     escrowed or estimated payments made pursuant to the Senior Loans or
     otherwise and (ii) such other adjustments to Operating Expenses to adjust
     for seasonal, extraordinary or non-customary expenses and costs and other
     abnormalities.

          "Affiliate":  of any specified Person shall mean (i) any other Person
          -----------
     controlling or controlled by or under common control with such specified
     Person and (ii) any limited partner of such Person if such Person is a
     limited partnership, any shareholder of such Person if such Person is a
     corporation, or any member of such Person if such Person is a limited
     liability company.  For the purposes of this definition, "control," when
     used with respect to any specified Person, means the power to direct the
     management and policies of such person, directly or indirectly, whether
     through the ownership of voting securities, by contract, or otherwise; and
     the terms "controlling" and "controlled" have meanings correlative to the
     foregoing.

          "Basic Interest":  shall have the meaning given it in Section 2(a) and
          ----------------                                      ------------
     2(b) below.
     ----

          "Borrowers": collectively, are the entities that own fee title to the
          -----------
     properties identified by their respective street address on Schedule A
     hereto.
<PAGE>

          "Capital Proceeds Contingent Interest":  shall have the meaning given
          --------------------------------------
     it in Section 2(h)(i) below.
           ---------------

          "Cash Flow Contingent Interest":  shall have the meaning given it in
          -------------------------------
     Section 2(e) below.
     ------------

          "Catch-Up Payment":  shall have the meaning given it in Section 2(d).
          ------------------                                      ------------

          "Debt Papers":  shall mean the documents and instruments included
          -------------
     within the definition of the term "Debt Papers" as provided in Section 14
                                        -----------                 ----------
     below.

          "Deferred Interest":  shall have the meaning given it in Section 2(a).
          -------------------                                      ------------

          "GAAP": shall mean generally accepted accounting principles as used
          ------
     and understood in the United States of America from time to time.

          "Gross Income":  shall equal Gross Receipts for the applicable twelve
          --------------
     (12) month period less (i) sale tax and other similar taxes, (ii)
     condemnation awards, (iii) casualty or other insurance proceeds, (iv)
     proceeds of any borrowing, (v) proceeds of any or sale of any Mortgaged
     Properties, (vi) proceeds of any sale of assets outside the ordinary course
     of business, (vii) revenues relating to equipment or vehicle rentals and
     (vii) any revenue generated other than in connection with the use of the
     Mortgaged Properties.

          "Gross Receipts":  shall mean, for any period all gross receipts,
          ----------------
     revenues and income of any and every kind collected or received by or for
     the benefit or account of Maker and the Borrower during such period arising
     from the ownership, rental, use, occupancy or operation of the Project or
     any portion thereof.  Gross Receipts shall include, without limitation, all
     receipts from all tenants, licensees and other occupants and users of the
     Project or any portion thereof, including, without limitation, rents,
     security deposits and the like, interest earned and paid or credited on all
     Maker's or the Borrowers' deposit accounts related to the Project, all
     proceeds of rent or business interruption insurance, and the proceeds of
     all casualty insurance or eminent domain awards to the extent not (i)
     applied, or reserved and applied within six (6) months after the creation
     of such reserve, to the restoration of the Project in accordance with the
     Mortgage, (ii) paid to Holder to reduce the principal amount of the Loan or
     (iii) paid to reduce the principal amount of the Senior Loans.  Gross
     Receipts shall include the net commission payable from U-Haul
     International, Inc. for the rental of its equipment (whether or not such
     equipment is owned by the Owner of the Mortgaged Property) at any Mortgaged
     Property; provided however that such net commissions payable shall not be
     included in Gross Receipts until the 15th day of the month following the
     month in which such rental occurred, all in accordance with the customary
     procedure for the payment of net commission.  Gross Receipts shall not
<PAGE>
     include any capital contributed to Maker, whether in the form of a loan or
     equity, or any proceeds from any loan made to Maker. Any receipt included
     within Gross Receipts in one period shall not be included within Gross
     Receipts for any other period (i.e., no item of revenue or receipts shall
                                    ----
     be counted twice).

          "Highest Lawful Rate": shall mean the maximum rate of interest which
          ---------------------
     the Holder is allowed to contract for, charge, take, reserve, or receive
     under applicable law after taking into account, to the extent required by
     applicable law, any and all relevant payments or charges hereunder.

          "Holder":  shall mean at any particular time, the Person that is then
          --------
     the holder of this Note.

          "Interest":  shall mean Additional Interest, Basic Interest and
          ----------
     Deferred Interest.

          "Loan":  shall mean the unsecured loan in the amount of up to
          ------
     $5,000,000.00 made by Payee to Maker and evidenced by this Note or up to
     such amount as may have been advanced by Payee to Maker from time to time.

          "Loan Year":  shall mean a year commencing on the date of this Note,
          -----------
     or an anniversary thereof, and ending 365 days (or 366 days in a leap year)
     thereafter.

          "Management Fee":  shall mean the fee paid to the Project Manager
          ----------------
     pursuant to the Property Management Agreement which fee shall in no event
     exceed six percent (6.0%) of Gross Receipts.

          "Material Adverse Effect":  shall mean the likely inability or
          -------------------------
     reasonably anticipated inability of Maker to pay the Loan and perform its
     other obligations in compliance with the terms of the Debt Papers.

          "Maturity Date":  shall mean the first to occur of the Stated Maturity
          ---------------
     Date and the earlier date (if any) on which the unpaid principal balance
     of, and unpaid Interest on, this Note shall become due and payable on
     account of acceleration by the Holder hereof.

          "Mortgage":  shall mean collectively the Deeds of Trust (and
          ----------
     Mortgages, Hypothecs and Deeds to Secure Debt), Assignment of Leases and
     Rents, Security Agreement and Financing Statement securing the promissory
     note representing the Senior Loans, as the same may be amended, modified or
     restated from time to time and together with all replacements and
     substitutions therefor.  The Mortgage is more fully identified in Section
                                                                       -------
     14 below.
     --

          "Mortgaged Properties": shall mean the properties of the Borrowers
          ----------------------
<PAGE>
     identified on Schedule A hereto.

          "Net Capital Proceeds":  shall have the meaning given it in Section
          ----------------------                                      -------
     2(h)(iv) below.
     --------

          "Net Cash Flow":  shall mean, for any period, the amount by which the
          ---------------
     Gross Receipts for such period exceed the sum of Interest paid during such
     period, Operating Expenses paid for and with respect to such period, and
     interest paid under and on account of the Senior Loans during such period;
     but Net Cash Flow for any period shall not be less than zero.

          "Net Cash Flow Before Debt Service":  shall mean, for any period, the
          -----------------------------------
     amount by which the Gross Receipts for such period exceed the Operating
     Expenses for and with respect to such period.

          "Net Operating Income":  shall mean the "Gross Income" generated by
          ----------------------
     the Project less Adjusted Operating Expenses, adjusted to reflect a ninety-
     five (95%) percent occupancy on a per Mortgaged Property basis for of the
     Project.

          "Note": shall mean this Promissory Note as it may be amended,
          ------
     modified, extended or restated from time to time, together with all
     substitutions and replacements therefor.

          "Operating Expenses":  shall mean, for any period, all cash
          --------------------
     expenditures of Maker or the Borrowers actually paid (and properly payable)
     during such period for (i) payments into escrow pursuant to the Debt Papers
     for real and personal property taxes; (ii) real and personal property taxes
     on the Project (except to the extent paid from escrowed funds); (iii)
     premiums for liability, property and other insurance on the Project; (iv)
     the Management Fee; (v) sales and rental taxes relating to the Project
     (except to the extent paid from the Tax and Insurance Escrow Account); and
     (vi) normal, reasonable and customary operating expenses of the Project.
     In no event shall Operating Expenses include amounts distributed to the
     partners or shareholder's of Maker or the Borrowers, payments to Affiliates
     not permitted under Section 7(c) below, any payments made on the Loan or
                         ------------
     any other loan obtained by Maker, amounts paid out of any funded reserve
     expressly approved by Holder, non-cash expenses such as depreciation, or
     any cost or expense related to the restoration of the Project in the event
     of a casualty or eminent domain taking paid for from the proceeds of
     insurance or an eminent domain award or any reserve funded by insurance
     proceeds or eminent domain awards.

          "Pay Rate":  shall mean the annual interest rate of two percent
          ----------
     (2.0%).

          "Pay Rate Interest":  shall mean for any period the amount of Basic
          -------------------
     Interest payable for such period less the amount of Deferred Interest which
     accrued during such period.
<PAGE>

          "Person":  shall mean any corporation, natural person, firm, joint
          --------
     venture, general partnership, limited partnership, limited liability
     company, trust, unincorporated organization, government or any department
     or agency of any government.

          "Present Value":  shall have the meaning given such term in Section
          ---------------                                             -------
     4(c) below.
     ----

          "Project":  shall mean the real estate, the improvements and the
          ---------
     personal property identified on Schedule A hereto, taken together
     collectively.

          "Project Manager":  shall have the meaning given it in Section 6(j)
          -----------------                                      ------------
     below.

          "Property Management Agreement":  shall have the meaning given such
          ------------------------------
     term in Section 6(j) below.
             ------------

          "Requirements of Law":  shall mean, as to any Person, requirements as
          ---------------------
     set out in the provisions of such Person's Articles of Incorporation and
     Bylaws (in the case of a corporation) partnership agreement and certificate
     or statement of partnership (in the case of a partnership) or other
     organizational or governing documents, or as set out in any law, treaty,
     rule or regulation, or final and binding determination of an arbitrator, or
     determination of a court or other federal, state or local governmental
     agency, authority or subdivision applicable to or binding upon such Person
     or any of its property or to which such Person or any of its property is
     subject, or in any private covenant, condition or restriction applicable to
     or binding upon such Person or any of its property or to which such Person
     or any of its property is subject.

          "Sale":  shall mean any direct or indirect sale, assignment, transfer,
          ------
     conveyance, lease (except for leases or licenses of terms not exceeding 1
     year to tenants in the ordinary course of business complying with standards
     and in a form approved by Payee) or disposition of any kind whatsoever of
     the Project, or of any portion thereof or interest (whether legal,
     beneficial or otherwise) of 25% or more (in the aggregate of all such
     sales, transfers, assignments, etc., made at any time or from time to time,
     taken together) of all equity interests in Maker.

          "Security Documents":  shall mean the documents and instruments
          --------------------
     included within the definition of the term "Security Documents" as provided
                                                 ------------------
     in Section 14 below.
        ----------

          "Senior Loan Documents":  shall mean and include, at any time, all
          -----------------------
     promissory notes, mortgages and other documents and instruments which
     create, evidence or secure all or any part of the Senior Loans.

          "Senior Lender" shall mean Montreal Trust Company of Canada and/or
          ---------------
     such other Person who may extend a senior loan with respect to the Project
     or any portion thereof, as the context may so require, in its capacity as
<PAGE>
     the lender under the Senior Loans.

          "Senior Loans":  shall mean, collectively, the sixteen separate loans
          --------------
     from Senior Lender to CST Nominee, Inc. in the aggregate amount of $37
     million (Canadian dollars) and any other senior loan secured by the Project
     or any portion thereof.

          "Stated Maturity Date":  shall mean the earlier of August 1, 2020 and
          ----------------------
     the date on which all of the Property Management Agreements are terminated
     in accordance with Section 6 thereof,  or on demand by Payee.

          "Tax and Insurance Escrow Account":  shall mean any impound account
          ----------------------------------
     established pursuant to the Senior Loans, or any of them, and may include
     without limitation, impounds for capital repairs and replacements.

          "Triggering Event":  shall have the meaning given it in Section
          ------------------                                      -------
     2(h)(ii) below.
     --------

          "Yield Maintenance Premium":  shall have the meaning given such term
          ---------------------------
     in Section 4(b) below.
        ------------

     2.  Interest.
         --------

          (a)  Basic Interest Rate Prior to Maturity.  Prior to the Maturity
               -------------------------------------
     Date, interest ("Basic Interest") shall accrue on the principal balance of
                      --------------
     the Note outstanding from time to time at the Accrual Rate.  Such interest
     shall be paid as follows:  quarterly in arrears, on the first business day
     of each calendar quarter.  Maker shall pay to Holder an amount calculated
     by applying the Pay Rate to the principal balance outstanding hereunder;
     and, the remainder of the Basic Interest accrued hereunder at the Accrual
     Rate during such quarter through the last day of such quarter ("Deferred
                                                                     --------
     Interest") shall be deferred, shall be payable as and at the time provided
     --------
     in Section 2(d) below, and commencing on the day payment of Basic Interest
        ------------
     at the Pay Rate is due for such quarter, interest shall accrue on such
     Deferred Interest at the Accrual Rate (and any accrued interest thereon,
     shall be considered part of Deferred Interest).

          (b)  Post-Maturity Basic Interest.  From and after the Maturity Date
               ----------------------------
     interest ("Post Maturity Basic Interest") shall accrue and be payable on
                ----------------------------
     the outstanding principal balance hereof until paid in full at an annual
     rate equal to fifteen percent (15%) and such Post Maturity Basic Interest
     shall be payable upon demand.

          (c)  Computations.  All computations of interest and fees payable
               ------------
     hereunder shall be based upon a year of 360 days for the actual number of
     days elapsed.

          (d)  Deferred Interest.  Deferred Interest shall be paid as follows:
               -----------------
<PAGE>

               (i)  On each quarterly date for the payment of Basic Interest,
          Maker shall pay an amount (the "Catch-Up Payment") equal to the lesser
                                          ----------------
          of (i) the aggregate outstanding Deferred Interest on the last day of
          the quarter for which such payment is being made and (ii) ninety
          percent (90%) of the result of subtracting from Net Cash Flow Before
          Debt Service for that quarter the sum of principal and interest paid
          on the Senior Loans by the borrowers thereunder for such period plus
          an additional amount equal to twice the Pay Rate Interest for such
          period;

               (ii)  All unpaid Deferred Interest shall be paid on the Maturity
          Date; and

               (iii) No payment of Deferred Interest may, when added to all
          other payments of interest or payments construed as interest, shall
          exceed the Highest Lawful Rate.

          (e)  Cash Flow Contingent Interest.  In addition to Basic Interest and
               -----------------------------
     Deferred Interest, on each date on which Basic Interest is payable
     hereunder, Maker shall pay to Holder interest ("Cash Flow Contingent
                                                     --------------------
     Interest") in an amount equal to the amount (if any) by which ninety
     --------
     percent (90%) of the result of subtracting from Net Cash Flow Before Debt
     Service for that quarter the sum of principal and interest paid on the
     Senior Loans for such period plus an additional amount equal to twice the
     Pay Rate Interest for such period each calculated as of that date exceeds
     the Catch-Up Payment paid on that date by Maker to Holder.  Additionally,
     at the time of the closing of any impound accounts established pursuant to
     the Senior Loan Documents, deposits into which are considered Operating
     Expenses, Cash Flow Contingent Interest shall be due to the Holder on the
     balances in those accounts except to the extent such balances are paid to
     the Senior Lender.

          (f)  Quarterly Statements; Adjustment of Payments. On the due date for
               --------------------------------------------
     each payment of Basic Interest, Maker shall deliver to Holder a certified
     statement of operations of the Project for the calendar quarter or other
     period with respect to which such Basic Interest is due, showing in
     reasonable detail and in a format approved by Holder respective amounts of,
     and the method of calculating, the Gross Receipts, Gross Income, Operating
     Expenses, Net Cash Flow, Catch-Up Amount and Cash Flow Contingent Interest
     for the preceding calendar quarter, as well as (if requested by Holder) all
     data necessary for the calculation of any such amounts.  Maker shall keep
     and maintain at all times full and accurate books of account and records
     adequate to correctly reflect all such amounts.  Such books and records
     shall be available for at least five years after the end of the calendar
     quarter to which they relate.  Holder shall have the right to inspect, copy
     and audit such books of account and records during reasonable business
     hours, and upon reasonable notice to Maker, for the purpose of verifying
     the accuracy of any payments made on account of Cash Flow Contingent
     Interest.  The costs of any such audit will be paid by Holder, except that
     Maker shall pay all reasonable costs and expenses of any such audit which
     discloses that any amount properly payable by maker to Holder hereunder
<PAGE>
     exceeded by five percent (5%) or more the amount actually paid and
     initially reported by maker as being payable with respect thereto.

          (g)  Prorations of Cash Flow Contingent Interest. Cash Flow Contingent
               -------------------------------------------
     Interest shall be equitably prorated on the basis of a 365-day year for any
     partial calendar quarter in which the term of the Loan commences or in
     which the Note is paid in full.  If the payment of Cash Flow Contingent
     Interest due on the Maturity Date is made before the delivery to Holder of
     the quarterly statement for the then current calendar quarter, then Maker
     shall pay to Holder on Maturity Date an estimate of such amount.  Maker
     shall subsequently deliver to Holder an operating statement as required by
     Section 2(f) for the quarter in which the Maturity Date occurred, and an
     ------------
     appropriate adjustment of the estimated amount previously paid by Maker
     shall be made by the parties within ten (10) days after the operating
     statement for such final quarter is delivered to Holder.

          (h)  Capital Proceeds Contingent Interest.
               ------------------------------------

               (i)  Capital Proceeds Contingent Interest Defined. Maker shall
                    --------------------------------------------
     pay to Holder, in addition to Basic Interest, Deferred Interest and Cash
     Flow Contingent Interest, at the time or times and in the manner
     hereinafter described, an amount equal to ninety percent (90%) of the Net
     Capital Proceeds resulting from, or determined at the time of, any of the
     Triggering Events described below (collectively, "Capital Proceeds
                                                       ----------------
     Contingent Interest").
     -------------------

               (ii)  Events Triggering Payment of Net Capital Proceeds.  Capital
                     -------------------------------------------------
     Proceeds Contingent Interest shall be due and payable concurrently with the
     occurrence of each and every one of the following events (collectively
     "Triggering Events", and individually, a "Triggering Event"):
      -----------------                        ----------------

                    (A)  Project Sale or Financing.  The closing of any Sale of
                         -------------------------
     the Project (any such event is hereinafter collectively referred to as a
     "Sale or Financing");
      -----------------

                    (B)  Default Occurrence.  The occurrence of any Event of
                         ------------------
     Default which is not fully cured within the period of time, if any,
     expressly provided for cure herein, and the acceleration of the maturity of
     the Loan on account thereof (hereinafter collectively referred to as a
     "Default Occurrence"); and
      ------------------

                    (C)  Maturity Occurrence.  The occurrence of the Maturity
                         -------------------
     Date or the prepayment by Maker (if permitted hereunder) of all principal
     and accrued Basic Interest (including, without limitation, Deferred
     Interest) and Cash Flow Contingent Interest outstanding on the Loan (the
     "Maturity Occurrence").
      -------------------

               (iii)  Notice of Triggering Event: Time for Payment of Capital
                      -------------------------------------------------------
<PAGE>
     Proceeds Contingent Interest.  Maker shall notify Holder of the occurrence
     ----------------------------
     of a Triggering Event, and shall pay Holder the full amount of any
     applicable Capital Proceeds Contingent Interest which is payable in
     connection therewith, as follows:

                    (A)  In the case of any Sale or Financing or the Maturity
     Occurrence, Maker shall give Holder written notice of any such Triggering
     Event not less than seventy five (75) days before the date such Triggering
     Event is to occur.  Any Capital Proceeds Contingent Interest due Holder on
     account of any Sale or Financing or the Maturity Occurrence shall be paid
     to Holder on the date such Triggering Event occurs.

                    (B)  In the case of a Default Occurrence, no notice of such
     a Triggering Event need be given by Maker.  In such event, payment of any
     and all Capital Proceeds Contingent Interest on account of the Default
     Occurrence shall be immediately due and payable upon acceleration of the
     maturity of the Loan.

               (iv)  Determination of Net Capital Proceeds.  Prior to the
                     -------------------------------------
     occurrence of a Triggering Event (or, in the event of a Default Occurrence,
     within a reasonable time thereafter), the "Net Capital Proceeds" resulting
                                                --------------------
     from such Triggering Event shall be determined as follows:

                    (A)  Net Capital Proceeds From Sale or Financing.  Except as
                         -------------------------------------------
     provided in Section 2(h)(iv)(B) below, in the event of a Sale or Financing,
                 -------------------
     "Net Capital Proceeds" shall be the amount which is equal to: (I) either
      --------------------
     (x) the Gross Capital Proceeds (as hereinafter defined) realized from the
     Project, or (y) the fair market value of the Project determined pursuant to
     Section 2(h)(v) below, if Holder in its discretion requires such a
     ---------------
     determination, minus (II) the sum of: (aa) reasonable brokerage commissions
                    -----
     (excluding any payments to any Affiliate of Maker to the extent such
     payments exceed those which would have been due as commissions to a non-
     Affiliate broker rendering identical services), title insurance premiums,
     documentary transfer taxes, escrow fees and recording charges, appraisal
     fees, reasonable attorneys' fees and costs, and sales taxes (if any), in
     each case actually paid or payable by Maker in connection with the Sale or
     Financing, plus (bb) all payments of principal and Deferred Interest paid
     to Holder an account of this Note from the proceeds of such Sale or
     Financing, plus (cc) an amount equal to all payments of principal and
     interest on the Senior Loans made from the proceeds of such Sale or
     Financing, plus (dd) any amount paid as Yield Maintenance Premium as a
     result of such Sale or Financing.  For purposes of this Section 2(h),
                                                             ------------
     "Gross Capital Proceeds" shall mean the gross proceeds of whatever form or
      ----------------------
     nature payable directly or indirectly to or for the benefit or account of
     Maker in connection with such Sale or Financing, including, without
     limitation: cash; the outstanding balance of any financing which will
     remain as a lien or encumbrance against the Project or any portion thereof
     following such Sale or Financing (but only in the case of a Sale, and not
     in the case of an encumbrance); and the cash equivalent of the fair market
     value of any non-cash consideration, including the present value of any
<PAGE>
     promissory note received as part of the proceeds of such Sale or Financing
     (valued at a market rate of interest, as determined by an independent
     investment banker designated by Holder).

                    (B)  Net Capital Proceeds In Connection With a Default or
                         ----------------------------------------------------
     Maturity Occurrence.  In the event of a Default Occurrence or the Maturity
     -------------------
     Occurrence when no Sale or Financing has occurred, the "Net Capital
                                                             -----------
     Proceeds" shall equal: (I) the fair market value of the Project determined
     --------
     as of the date of such Triggering Event in accordance with Section 2(h)(v)
                                                                ---------------
     below, minus (II) the sum of (aa) the outstanding principal balance plus
     Deferred Interest on the Note plus (bb) the outstanding principal balance
     of, and accrued but unpaid interest on, the Senior Loans.

               (v)  Determination of Fair Market Value.  The fair market value
                    ----------------------------------
     of the Project shall be determined for purposes of this Note as follows:

                    (A)  Partial Sale.  In the event of a Sale of a portion of
                         ------------
     the Project, Holder shall select an experienced and reputable appraiser to
     prepare a written appraisal report of the fair market value of the Project
     in accordance with clause (C) below, and the appraised fair market value
     submitted to Holder by such appraiser shall be conclusive for purposes of
     this Note.

                    (B)  Other Occurrences.  In all other circumstances the fair
                         -----------------
     market value of the Project shall be deemed to equal the result of dividing
     the Net Cash Flow Before Debt Service for the immediately preceding fiscal
     year by ten percent (10%).  However, if the Net Cash Flow Before Debt
     Service for the immediately preceding fiscal year has been lowered because
     of unusually high Operating Expenses during such fiscal year the fair
     market value of the Project may, at the option of the Maker be determined
     by dividing by ten percent (10%) the mean average of the Net Cash Flow
     Before Debt Service of the Project for the 3 immediately preceding fiscal
     years of the Project.

                    (C)  Appraisal Standards and Assumptions.  In making any
                         -----------------------------------
     determination by appraisal of fair market value, the appraiser(s) shall
     assume that the improvements then located on the Project constitute the
     highest and best use of the property.  If the Triggering Event is a Sale or
     Financing, the appraiser(s) shall take the sales price into account,
     although such sales price shall not be determinative of fair market value.
     Each appraiser selected hereunder shall be an independent MAI-designated
     appraiser with not less than ten years' experience in commercial real
     estate appraisal in the general geographical area where the Project is
     located.

               (vi)  Effect on Holder's Approval Rights.  Nothing contained in
                     ----------------------------------
     this Section 2(h) shall be deemed or construed to waive, restrict, impair,
          ------------
     or in any manner affect Holder's rights hereunder to consent (or withhold
     its consent) to: any prepayment of the Loan in whole or in part; sales or
     other transfers of all or any portion of the Project or any interest
<PAGE>
     therein; sales or other transfers of any ownership interests in Maker; any
     refinancing of all or any portion of the Loan; any junior financing; or,
     any other matters which require Holder's consent.

               (vii)  Statement, Books and Records.  With each payment of
                      ----------------------------
     Capital Proceeds Contingent Interest, Maker shall furnish to Holder a
     statement setting forth Maker's proposed calculation of Net Capital
     Proceeds and Capital Proceeds Contingent Interest and shall provide a
     detailed breakdown of all items necessary for such calculation.  For a
     period of five years after each payment of Capital Proceeds Contingent
     Interest, Maker shall keep and maintain full and accurate books and records
     adequate to correctly reflect each such item.  Said books and records shall
     be available for Holder's inspection, copying and audit during reasonable
     business hours following reasonable notice for the purpose of verifying the
     accuracy of the payments made on account of Capital Proceeds Contingent
     Interest.  The costs of any such audit will be paid by Holder, except that
     Maker shall pay all reasonable costs and expenses of any such audit which
     discloses that any amount properly payable by Maker to Holder hereunder
     exceeded by five percent (5%) or more the amount actually paid and
     initially reported by maker as being payable with respect thereto.

               (viii)  Negative Capital Proceeds Contingent Interest.
                       ---------------------------------------------
     Notwithstanding any other provision of this Agreement, Holder shall not be
     responsible or liable in any respect to Maker or any other Person for any
     reduction in the fair market value of the Project or for any contingency,
     condition or occurrence that might result in a negative number for Capital
     Proceeds Contingent Interest.  If at any time it is calculated, Capital
     Proceeds Contingent Interest shall be a negative amount, no Capital
     Proceeds Contingent Interest shall at that time be payable to Holder, but
     Holder shall in no way be liable for any such negative amount and there
     shall be no deduction or offset for such negative amount at any time when
     Capital Proceeds Contingent Interest shall be subsequently calculated.

               (ix) No payment of Capital Proceeds Contingent Interest may, when
     added to all other payments of interest or payments construed as interest,
     shall exceed the Highest Lawful Rate.

     3.  Usury Savings Clause.  The provisions of this Section 3 shall govern
         --------------------                          ---------
and control over any irreconcilably inconsistent provision contained in this
Note or in any other document evidencing or securing the indebtedness evidenced
hereby.  The Holder hereof shall never be entitled to receive, collect, or apply
as interest hereon (for purposes of this Section 3, the word "interest" shall be
                                         ---------
deemed to include Basic Interest, Additional Interest and any other sums treated
as interest under applicable law governing matters of usury and unlawful
interest), any amount in excess of the Highest Lawful Rate (hereinafter defined)
and, in the event the Holder ever receives, collects, or applies as interest any
such excess, such amount which would be excessive interest shall be deemed a
partial prepayment of principal and shall be treated hereunder as such; and, if
<PAGE>
the principal of this Note is paid in full, any remaining excess shall forthwith
be paid to Maker.  In determining whether or not the interest paid or payable,
under any specific contingency, exceeds the Highest Lawful Rate, Maker and the
Holder shall, to the maximum extent permitted under applicable law, (i)
characterize any nonprincipal payment as an expense, fee, or premium rather than
as interest, (ii) exclude voluntary prepayments and the effects thereof, and
(iii) spread the total amount of interest throughout the entire contemplated
term of this Note; provided, that if this Note is paid and performed in full
prior to the end of the full contemplated term hereof, and if the interest
received for the actual period of existence  hereof exceeds the Highest Lawful
Rate, the Holder shall refund to Maker the amount of such excess or credit the
amount of such excess against the principal of this Note, and, in such event,
the Holder shall not be subject to any penalties provided by any laws for
contracting for, charging, or receiving interest in excess of the Highest Lawful
Rate.
     4.  Payments.
         --------

          (a)  Interest.  Maker promises to pay to the Holder hereof Basic
               --------
     Interest, Deferred Interest and Additional Interest as, in the respective
     amounts, and at the respective times provided in Section 2 hereinabove.  No
                                                      ---------
     principal payments shall be due hereunder except at the Stated Maturity
     Date or as otherwise provided herein in the event of default.  Each payment
     of Basic Interest (including without limitation, Deferred Interest), and
     Additional Interest on, or any other amounts of any kind with respect to,
     this Note shall be made by the Maker to the Holder hereof at its office in
     Phoenix, Arizona (or at any other place which the Holder may hereafter
     designate for such purpose in a notice duly given to the Maker hereunder),
     not later than noon, Pacific Standard Time, on the date due thereof; and
     funds received after that hour shall be deemed to have been received by the
     Holder on the next following business day.  Whenever any payment to be made
     under this Note shall be stated to be due on a date which is not a business
     day, the due date thereof shall be extended to the next succeeding business
     day, and interest shall be payable at the applicable rate during such
     extension.

          (b)  Late Payment Charges.  If any amount of Interest, principal or
               --------------------
     any other charge or amount which becomes due and payable under this Note is
     not paid and received by the Holder within five business days after the
     date it first becomes due and payable, Maker shall pay to the Holder hereof
     a late payment charge in an amount equal to five percent (5%) of the full
     amount of such late payment, whether such late payment is received prior to
     or after the expiration of the ten-day cure period set forth in Section
                                                                     -------
     8(a).  Maker recognizes that in the event any payment secured hereby (other
     ----
     than the principal payment due upon maturity of the Note, whether by
     acceleration or otherwise) is not made when due, Holder will incur extra
     expenses in handling the delinquent payment, the exact amount of which is
     impossible to ascertain, but that a charge of five percent (5%) of the
     amount of the delinquent payment would be a reasonable estimate of the
     expenses so incurred.  Therefore, if any such payment is not received when
     due and payable, Maker pay to Holder to cover expenses incurred in handling
     the delinquent payment, an amount calculated at five percent (5%) of the
<PAGE>
     amount of the delinquent payment.

          (c)  No Prepayment.  Maker shall have the right to prepay this Note at
               -------------
     any time, but only subject to the requirements and conditions set forth
     below.  If under any circumstances whatsoever (other than pursuant to
     Section 3 above) this Note is paid in whole or in part, whether
     voluntarily, following acceleration after the occurrence of an Event of
     Default, with the consent of Holder, by Holder's application of any
     condemnation or insurance proceeds to amounts due under the Note, by
     operation of law or otherwise, and whether or not such payment prior to the
     Stated Maturity Date results from the Holder's exercise of its rights to
     accelerate the indebtedness evidenced hereby, then Maker shall pay to the
     Holder the Yield Maintenance Premium (defined hereinbelow) in addition to
     paying the entire unpaid principal balance of this Note and all Interest
     which has accrued but is unpaid except with the written consent of the
     Holder.

          A Yield Maintenance Premium in an amount equal to the grater of (A)
     one percent (1.0%) of the principal amount being prepaid, and (B) the
     positive excess of (1) the present value ("PV") of all future installments
     of principal and interest due pursuant to Section 4(a) of this Note absent
                                               ------------
     any such prepayment including the principal amount due at the Stated
     Maturity Date (collectively, "All Future Payments"), discounted at an
     interest rate per annum equal to the sum of (a) the Treasury Constant
     Maturity Yield Index published during the second full week preceding the
     date on which such Yield Maintenance Premium is payable for instruments
     having a maturity coterminous with the remaining term of this Note, and (b)
     One Hundred Forty (140) basis points, over (2) the then outstanding
     principal balance hereof immediately before such prepayment [(PV of All
     Future Payments) (Principal balance at the time of prepayment) = Yield
     Maintenance Premium].  "Treasury Constant Maturity Yield Index" shall mean
     the average yield for "This Week" as reported by the Federal Reserve Board
     in Federal Reserve Statistical Release H.15 (519).  If there is no Treasury
     Constant Maturity Yield Index for instruments having a maturity coterminous
     with the remaining term of this Note, then the index shall be equal to the
     weighted average yield to maturity of the Treasury Constant Maturity Yield
     Indices with maturities next longer and shorter than such remaining average
     life to the maturity, calculated by averaging (and rounding upward to the
     nearest 1/100 of 1% per annum, if the average is not such a multiple) the
     yields of the relevant Treasury Constant Maturity Yield Indices (rounded,
     if necessary, to the nearest 1/100 of 1% with any figure of 1/200 of 1% or
     above rounded upward).  In the event that any Yield Maintenance Premium is
     due hereunder, Holder shall deliver to Maker a statement setting forth the
     amount and determination of the Yield Maintenance Premium and, provided
     that Holder shall have in good faith applied the formula described above,
     Maker shall not have the right to challenge the calculation or the method
     of calculation set forth in any such statement in the absence of manifest
     error, which calculation may be made by Holder on any day during the thirty
     (30) day period preceding the date of such prepayment.  Holder shall not be
     obligated or required to have actually reinvested the prepaid principal
     balance at the Treasury Constant Maturity Yield Index or otherwise as a
<PAGE>
     condition to receiving the Yield Maintenance Premium. No Yield Maintenance
     Premium or premium shall be due or payable in connection with any
     prepayment of the indebtedness evidenced by this Note made on or after any
     date after January 1, 2008.  In addition to the aforesaid Yield Maintenance
     Premium if, upon any such prepayment (whether prior to or after any date
     that is after January 1, 2008, the aforesaid prior written notice has not
     been received by Holder, the Yield Maintenance Premium shall be increased
     by an amount equal to the lesser of (i) thirty (30) days' unearned interest
     computed in the outstanding principal balance of this Note, so prepaid and
     (ii) unearned interest computed on the outstanding principal balance of
     this Note so prepaid for the period from, and including, the date of
     prepayment through the otherwise Stated Maturity Date of this Note.

          Without limiting the scope of the foregoing provisions, the provisions
     of this paragraph shall constitute, within the meaning of any applicable
     state statute, both a waiver of any right Maker may have to prepay the
     Note, in whole or in part, without premium or charge, upon acceleration of
     the maturity of the Note, or otherwise, and an agreement by Maker to pay
     the prepayment charge described in this Note, whether such prepayment is
     voluntary or upon or following any acceleration of this Note, or otherwise,
     and for such purpose Maker has separately initialed this provision in the
     space provided below, and Maker hereby declares that Holder's agreement to
     make the Loan to Maker at the interest rate and for the term set forth in
     the Note constitutes adequate consideration, of individual weight, for this
     waiver and agreement by Maker.

     Notwithstanding the foregoing, or anything else in this Note to the
     contrary, it is agreed that in the event this Note becomes due and payable
     as a result of the termination of all of the Property Management
     Agreements, Maker shall not be subject to the Yield Maintenance Premiums or
     other prepayment premiums contemplated herein and Maker shall only be
     required to repay the outstanding principal balance of this Note and
     accrued but unpaid  Basic Interest and Deferred Interest through the date
     of such prepayment, it being agreed that in such event, Maker shall not be
     required to pay any Capital Proceeds Contingent Interest or Cash Flow
     Contingent Interest.

                   Maker's Initials:

     5.  Representations and Warranties of Maker.  Maker represents and warrants
         ---------------------------------------
to Payee, as of the date hereof, that:

          (a)  Due Authorization.  Maker is a corporation duly organized under
               -----------------
     the laws of the state of its organization, with the authority to consummate
     the transactions contemplated hereby;

          (b)  No Violation.  Maker's execution, delivery and performance of its
               ------------
<PAGE>
     obligations under the Debt Papers do not and will not violate the articles
     of incorporation or by-laws of Maker and will not violate, conflict with or
     constitute a default under any agreement to which Maker is a party or by
     which the Project is bound or encumbered, or violate any Requirements of
     Law to which Maker or the Project is subject;

          (c)  Consents.  No consents, approvals, filings, or notices of, with
               --------
     or to any Person are required on the part of Maker in connection with
     Maker's execution, delivery and performance of its obligations hereunder
     that have not been duly obtained, made or given, as the case may be;

          (d)  Enforceability.  The Note is valid, binding and enforceable in
               --------------
     accordance with its terms, except as the enforceability hereof may be
     limited by bankruptcy, insolvency, moratorium, reorganization or similar
     laws relating to or affecting the enforcement of creditors' rights
     generally.

          (e)  Compliance with Laws.  Each Mortgaged Property is in compliance
               --------------------
     in all material respects with all applicable Requirements of Law;

          (f)  Zoning and Other Laws.  The Project and the use thereof as a
               ---------------------
     self-storage facility, separate and apart from any other properties,
     constitutes a legal and conforming use under applicable zoning regulations
     and each such Project is in compliance in all material respects with all
     applicable Requirements of Law;

          (g)  Litigation.  No litigation, investigation or proceeding or notice
               ----------
     thereof before any arbitrator or governmental authority, agency or
     subdivision is pending or, to Maker's best knowledge, threatened, against
     Maker or the Project;

          (h)  Utilities; Licenses.  All utilities required by Requirements of
               -------------------
     Law or by the normal and intended use of the Project are installed to the
     property line and connected by valid permits and the Maker possesses, or
     will possess as and when necessary, all patents, patent rights or licenses,
     trademarks, trade names, trade name right, service marks, copyrights,
     licenses, permits and consents (or rights thereto) which are required to
     conduct its business as it is now conducted or as it is presently proposed
     to be conducted, or which are required by any governmental entity or
     agency;

          (i)  Intentionally omitted; and

          (j)  Place of Business.  Maker's principal place of business is
               -----------------
     located at 715 South Country Club Drive, Mesa, AZ 85210.

     6.  Affirmative Covenants.  Maker hereby covenants and agrees that, so long
         ---------------------
as any indebtedness under the Note remains unpaid, Maker shall:
<PAGE>

          (a)  Use of Proceeds.  Use the proceeds of the Loan to repay certain
               ---------------
     indebtedness presently outstanding against the Project and held by Payee or
     to capitalize the Borrowers.

          (b)  Financial Statements.  Deliver or cause to be delivered to
               --------------------
     Holder:

                         (i)  As soon as available and in any event within 90
          days after the end of each calendar year, annual financial reports on
          the Project showing all income and expenses certified to be accurate
          and complete by an officer of the Maker; and

                         (ii)  As soon as available and in any event within 45
          days after the end of each of the first three calendar quarters of
          each year, (1)  a detailed comparative earnings statement for such
          quarter and for the period commencing at the end of the previous
          fiscal year and ending with the end of such quarter, and (2) financial
          reports on the Project showing all income and expenses, certified to
          be accurate and complete by an officer of the managing general partner
          of Maker (or, if Maker is a corporation, of Maker); and

                         (iii)  Promptly, such additional financial and other
          information (including, without limitation, information regarding the
          Project) as Holder may from time to time reasonably request.

          (c)  Inspection of Property; Books and Records; Discussions.  Keep
               ------------------------------------------------------
     proper books of record and account in which full, true and correct entries
     in conformity with GAAP and all Requirements of Law shall be made of all
     dealings and transactions in relation to its business and activities and,
     upon reasonable notice, permit representatives of Holder to examine and
     make abstracts from any of its books and records at any reasonable time and
     as often as may reasonably be desired by Holder and to discuss the
     business, operations, properties and financial and other conditions of
     Maker with officers and employees of Maker and with its independent
     certified public accountants.  In addition, on the last day of each
     calendar month on which an Interest payment is due, Maker shall furnish to
     Holder a certified statement of operations of the Project for the calendar
     month in which such Interest payment is due, showing in reasonable detail
     and in a format approved by Holder the Gross Receipts, Operating Expenses,
     and Net Cash Flow, as well as (if required by Holder) all data necessary
     for the calculation of any such amounts.  Maker shall keep and maintain at
     all times full and accurate books of account and records adequate to
     correctly reflect all such amounts.  Such books and records shall be
     available for at least five (5) years after the end of the relevant
     calendar month.  Holder shall have the right to inspect, copy and audit
     such books of account and records at Holder's expense, during reasonable
     business hours, and upon reasonable notice to Maker, for the purpose of
     verifying the accuracy of any principal payments made.  The costs of any
     such audit will be paid by Holder, except that Maker shall pay all
     reasonable costs and expenses of any such audit which discloses that any
<PAGE>
     amount properly payable by Maker to Holder hereunder exceeded by five
     percent (5%) or more the amount actually paid and initially reported by
     Maker as being payable with respect thereto.

          (d)  Notices.  Give prompt written notice to Holder of (a) any claims,
               -------
     proceedings or disputes (whether or not purportedly on behalf of Maker)
     against, or to Maker's knowledge, threatened or affecting Maker or the
     Project which, if adversely determined, could reasonably be expected to
     have a Material Adverse Effect (without in any way limiting the foregoing,
     claims, proceedings, or disputes involving in the aggregate monetary
     amounts in excess of $500,000 not fully covered by insurance shall be
     deemed to be material), or (b) any proposal by any public authority to
     acquire the Project or any portion thereof.

          (e)  Expenses.  Pay all reasonable out-of-pocket expenses (including
               --------
     fees and disbursements of counsel, including special local counsel) of
     Holder, incident to any amendments, waivers and renewals of this Note.
<PAGE>

          (f)  Debt Papers.  Comply with and observe all terms and conditions of
               -----------
     the Debt Papers to which it is subject.

          (g)  INDEMNIFICATION.  INDEMNIFY AND HOLD HARMLESS HOLDER AND ITS
               ---------------
     DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS AND AGENTS (THE "INDEMNIFIED
                                                                -----------
     PARTIES") FROM AND AGAINST ALL DAMAGES AND LIABILITIES (COLLECTIVELY AND
     -------
     SEVERALLY, "LOSSES") ASSESSED AGAINST ANY OF THEM RESULTING FROM THE CLAIMS
                 ------
     OF ANY PARTY RELATING TO OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED
     HEREBY, EXCEPT FOR LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL
     MISCONDUCT OF SUCH INDEMNIFIED PARTY, AND REIMBURSE EACH INDEMNIFIED PARTY
     FOR ANY EXPENSES (INCLUDING THE FEES AND DISBURSEMENTS OF LEGAL COUNSEL)
     REASONABLY INCURRED IN CONNECTION WITH THE INVESTIGATION OF, PREPARATION
     FOR OR DEFENSE OF ANY ACTUAL OR THREATENED CLAIM, ACTION OR PROCEEDING
     ARISING THEREFROM (INCLUDING ANY SUCH COSTS OF RESPONDING TO DISCOVERY
     REQUEST OR SUBPOENAS), REGARDLESS OF WHETHER HOLDER OR SUCH OTHER
     INDEMNIFIED PERSON IS A PARTY THERETO.  WITHOUT DEROGATING THE PROVISIONS
     OF SECTION 20 BELOW, IT IS ACKNOWLEDGED AND AGREED BY MAKER THAT THE
        ----------------
     INDEMNIFICATION RIGHTS OF THE INDEMNIFIED PARTIES HEREUNDER ARE IN ADDITION
     TO AND CUMULATIVE WITH ALL OTHER RIGHTS OF THE INDEMNIFIED PARTIES.  WITH
     REFERENCE TO THE PROVISIONS SET FORTH ABOVE IN THIS SECTION 6(g) FOR
                                                         ------------
     PAYMENT BY MAKER OF ATTORNEYS' FEES INCURRED BY THE INDEMNIFIED PARTIES IN
     ANY ACTION OR CLAIM BROUGHT BY A THIRD PARTY, MAKER SHALL, IF IT ADMITS
     LIABILITY HEREUNDER TO ANY INDEMNIFIED PARTY, DILIGENTLY DEFEND SUCH
     INDEMNIFIED PARTY AND DILIGENTLY CONDUCT THE DEFENSE.  IF HOLDER OR ANY
     OTHER SUCH INDEMNIFIED PARTY DESIRES TO ENGAGE SEPARATE COUNSEL, IT MAY DO
     SO AT ITS OWN EXPENSE; PROVIDED, HOWEVER, THAT SUCH LIMITATION ON THE
     OBLIGATION OF MAKER TO PAY THE FEES OF SEPARATE COUNSEL FOR SUCH
     INDEMNIFIED PARTY SHALL NOT APPLY IF SUCH INDEMNIFIED PARTY HAS RETAINED
     SAID SEPARATE COUNSEL BECAUSE OF A REASONABLE BELIEF THAT MAKER IS NOT
     DILIGENTLY DEFENDING IT AND/OR NOT DILIGENTLY CONDUCTING THE DEFENSE AND SO
     NOTIFIES MAKER.  THE OBLIGATIONS OF MAKER UNDER THIS SECTION 6(g) SHALL
                                                          ------------
     SURVIVE REPAYMENT IN FULL OF THE INDEBTEDNESS EVIDENCED HEREBY.  EXCEPT AS
     OTHERWISE PROVIDED, IT IS THE INTENT OF THIS SECTION 6(g) THAT THE MAKER
                                                  ------------
<PAGE>
     SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM LOSSES
     OCCASIONED BY THE ACTS OR OMISSIONS, INCLUDING, WITHOUT LIMITATION,
     NEGLIGENCE, OF THE INDEMNIFIED PARTIES.

                   MAKER'S INITIALS

          (g)  Co-operation.  Execute and deliver to Holder any and all
               ------------
     instruments, documents and agreements, and do or cause to be done from time
     to time any and all other acts, reasonably deemed necessary or desirable by
     Holder to effectuate the provisions and purposes of this Note.

          (h)  Requirements of Law.  Comply at all times with all Requirements
               -------------------
     of Law.

          (i)  Management Agreement.  Cause or permit the Project to be
               --------------------
     initially managed by subsidiaries of U-Haul International, Inc. or to be at
     all times managed by a nationally recognized self-storage property
     management company (the "Project Manager") approved by the Holder, which
                              ---------------
     Project Manager shall be employed pursuant to an agreement (the "Property
                                                                      --------
     Management Agreement") approved by the Holder.  In no event shall the fees
     --------------------
     paid (or required to be paid) to the Project Manager exceed six percent
     (6%) of Gross Receipts for any time period.  The Maker agrees, upon request
     of the Holder, to exercise its right to terminate any Project Manager upon
     the occurrence and continuance of (i) an Event of Default, (ii) a Sale of
     U-Haul International, Inc. or such Project Manager, (iii) a breach by such
     Project Manager of its respective Property Management Agreement, or (iv)
     the Net Cash Flow prior to subtracting Interest shall fall twenty percent
     (20%) or more for one complete Loan Year.

     7.  Negative Covenants.  Maker hereby agrees that, as long as any
         ------------------
indebtedness under the Note remains unpaid, Maker shall not, directly or
indirectly:

          (a)  Indebtedness.  Create, incur or assume any Indebtedness except
               ------------
     for: (i) the Loan; (ii) Maker's contingent obligations under the Senior
     Loans; (iii) non-delinquent taxes; (iv) unsecured debt incurred in the
     ordinary course of business and (v) other indebtedness owed to Payee and
     its affiliates.

          (b)  Consolidation and Merger.  Liquidate or dissolve or enter into
               ------------------------
     any consolidation, merger, partnership, joint venture, syndicate or other
     combination (except for a merger or consolidation for the purpose of, and
     having the effect of changing Maker's jurisdiction of organization).

          (c)  Transactions with Affiliates.  Purchase, acquire or lease any
               ----------------------------
     property from, or sell, transfer or lease any property to, or lend or
     advance any money to, or borrow any money from, or guarantee any obligation
     of, or acquire any stock, obligations or securities of, or enter into any
<PAGE>
     merger or consolidation agreement, or any management or similar agreement
     with, any Affiliate, or enter into any other transaction or arrangement or
     make any payment to (including, without limitation, on account of any
     management fees, service fees, office charges, consulting fees, technical
     services charges or tax sharing charges) or otherwise deal with, in the
     ordinary course of business or otherwise, any Affiliate on terms which are
     unreasonably burdensome or unfair, except (i) transactions relating to the
     sharing of overhead expenses, including, without limitation, managerial,
     payroll and accounting and legal expenses, for which charges assessed
     against Maker are not greater than would be incurred by Maker in similar
     transactions with non-Affiliates, or (ii) fair and reasonable transactions
     between Maker and U-Haul International, Inc. and its related companies.

          (d)  Sale of Interests in the Project or in the Maker.  Without
               ------------------------------------------------
     obtaining the prior written consent of Holder (which Holder may withhold or
     condition in its sole and absolute discretion), cause, permit or acquiesce
     in any Sale or Financing.

          (e)  Distributions.  Notwithstanding anything to the contrary
               -------------
     contained in this Note or the Debt Papers, Maker shall not make any
     distributions to any of its partners, except for distributions of amounts
     not in excess of (i) the Catch-Up Amount for any quarter, (ii) any Net Cash
     Flow for any quarter remaining after the payment to Holder of all Interest
     and the Catch-Up Amount payable for and with respect to such quarter, and
     (iii) upon the Sale or Financing any Net Sale or Financing proceeds
     remaining after payment to Holder of the amounts to which Holder is
     entitled hereunder in connection therewith.

          (f)  Business.  Engage, directly or indirectly, in any business other
               --------
     than that arising out of the issuance of this Note, entering into the Debt
     Papers, taking the actions required to be performed under the Debt Papers
     and operating the Mortgaged Properties.

          (g)  No Bankruptcy Filing.  To the extent permitted by law, without
               --------------------
     the unanimous consent of the Board of Directors of the Maker (for these
     purposes such Board of Directors will not include any committee thereof)
     voluntarily file any petition for bankruptcy, reorganization, assignment
     for the benefit of creditors or similar proceeding.

          (h)  No Joint Venture.  Engage in a joint venture or become a partner
               ----------------
     with any other Person.

     8.   Event of Default; Remedies.  Any one of the following occurrences
          --------------------------
shall constitute an Event of Default under this Note:

          (a)  The failure by the undersigned to make any payment of principal,
     Interest or Yield Maintenance Premium upon this Note as and when the same
     becomes due and payable in accordance with the provisions hereof, and the
     continuation of such failure for a period of ten (10) days after notice
     thereof to the Maker;
<PAGE>

          (b)  The failure by the Maker to deposit in any account established
     and maintained pursuant to any collection account agreement any amount
     required to be deposited in such account within 2 days of when required
     pursuant to the terms of such collection account agreement;

          (c)  Any representation, warranty or certification made by Maker under
     any Debt Paper or in any report, certificate or financial statement
     delivered to the Holder under or in connection with any Debt Paper is
     materially inaccurate or incomplete as of the date made; provided, however,
     that such inaccurate or incomplete representation, warranty or
     certification is material and cannot be cured without material prejudice to
     the Holder within 30 days written notice thereof to the Maker;

          (d)  The failure by Maker to perform any obligation under, or the
     occurrence of any other default with respect to any provision of, this Note
     other than as described in any of the other clauses of this Section 8, and
     the continuation of such default for a period of 30 days after written
     notice thereof to the Maker;

          (e)  The occurrence of any Default under the Debt Papers;

          (f)  (i) Maker shall file, institute or commence any case, proceeding
     or other action (A) under any existing or future law of any jurisdiction,
     domestic or foreign, relating to bankruptcy, insolvency, reorganization or
     relief of debtors, seeking to have an order for relief entered with respect
     to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
     reorganization, arrangement, adjustment, winding-up, liquidation,
     dissolution, composition or other relief with respect to it or its debts,
     or (B) seeking appointment of a receiver, trustee, custodian or other
     similar official for it or for all or any substantial part of its assets,
     or Maker shall make a general assignment for the benefit of its creditors;
     or (ii) there shall be filed, instituted or commenced against Maker any
     case, proceeding or other action of a nature referred to in clause (i)
     above which (A) results in the entry of any order for relief or any such
     adjudication or appointment, or (B) remains undismissed undischarged for a
     period of 60 days; or (iii) there shall be commenced against Maker any
     case, proceeding or other action seeking issuance of a warrant of
     attachment, execution, distraint or similar process against all or
     substantially all of its assets which results in the entry of an order for
     any such relief which shall not have been vacated, discharged, stayed,
     satisfied, or bonded to Holder's satisfaction pending appeal, within 60
     days from the first entry thereof; or (iv) Maker shall take any action in
     furtherance of, or indicating its consent to, approval of, or acquiescence
     in, any of the acts described in any of the preceding clauses (i) , (ii) or
     (iii); or (v) Maker shall not, or shall be unable to, or shall admit in
     writing its inability to, pay its debts as they become due, or shall in
     writing admit that it is insolvent;

          (g)  One or more judgments or decrees in an aggregate amount exceeding
<PAGE>
     $1,000,000.00 shall be entered against Maker and all such judgments or
     decrees shall not have been vacated, discharged, stayed, satisfied, or
     bonded to Holder's satisfaction pending appeal within 60 days from the
     first entry thereof; or

          (h)  The occurrence of a Event of Default under the promissory notes
     evidencing the Senior Loans.

Upon the occurrence of any Event of Default hereunder:  the entire unpaid
principal balance of, and any unpaid Basic Interest and Additional Interest then
accrued on, this Note together with the Yield Maintenance Premium, if any, and
other charges payable pursuant to the Debt Papers shall, at the option of the
Holder hereof and without demand or notice of any kind to the undersigned or any
other person, immediately become and be due and payable in full (except that
such acceleration shall occur automatically upon the occurrence of any Event of
Default described in the preceding clause (e) of this Section 8, without further
action or decision by Holder); and the Holder shall have and may exercise any
and all rights and remedies available at law or in equity and also any and all
rights and remedies provided in the Mortgage and any of the other Security
Documents.

     9.  Offset.  In addition to (and not in limitation of) any rights of offset
         ------
that the Holder hereof may have under applicable law, upon the occurrence of any
Event of Default hereunder the Holder hereof shall have the right, immediately
and without notice, to appropriate and apply to the payment of this Note any and
all balances, credits, deposits, accounts or moneys of the Maker then or
thereafter with or held by the Holder hereof.

     10.  Allocation of Balances or of Payments.  At any and all times until
          -------------------------------------
this Note and all amounts hereunder (including principal, Interest, and other
charges and amounts, if any) are paid in full, all payments (whether of
principal, Interest or other amounts) made by the undersigned or any other
person (including any guarantor) to the Holder hereof may be allocated by the
Holder to principal, Interest or other charges or amounts as the Holder may
determine in its sole, exclusive and unreviewable discretion (and without notice
to or the consent of any person).

     11.  Captions.  Any headings or captions in this Note are inserted for
          --------
convenience of reference only, and they shall not be deemed to constitute a part
hereof, nor shall they be used to construe or interpret the provisions of this
Note.

     12.  Waiver.
          ------

          (a)  Maker, for itself and for its successors, transferees and assigns
     and all guarantors and endorsers, hereby waives diligence, presentment and
     demand for payment, protest, notice of protest and nonpayment, dishonor and
     notice of dishonor, notice of the intention to accelerate, notice of
     acceleration, and all other demands or notices of any and every kind
     whatsoever (except only for any notice of default expressly provided for in
     Section 8 of this Note or in the Security Documents) and the undersigned
     ---------
<PAGE>
     agrees that this Note and any or all payments coming due hereunder may be
     extended from time to time in the sole discretion of the Holder hereof
     without in any way affecting or diminishing their liability hereunder.

          (b)  No extension of the time for the payment of this Note or any
     payment becoming due or payable hereunder, which may be made by agreement
     with any Person now or hereafter liable for the payment of this Note, shall
     operate to release, discharge, modify, change or affect the original
     liability under this Note, either in whole or in part, of the Maker if it
     is not a party to such agreement.

          (c)  No delay in the exercise of any right or remedy hereunder shall
     be deemed a waiver of such right or remedy, nor shall the exercise of any
     right or remedy be deemed an election of remedies or a waiver of any other
     right or remedy.  Without limiting the generality of the foregoing, the
     failure of the Holder hereof promptly after the occurrence of any Event of
     Default hereunder to exercise its right to declare the indebtedness
     remaining unmatured hereunder to be immediately due and payable shall not
     constitute a waiver of such right while such Event of Default continues nor
     a waiver of such right in connection with any future Event of Default on
     the part of the undersigned.

     13.  Payment of Costs.  The undersigned hereby expressly agrees that upon
          ----------------
the occurrence of any Event of Default under this Note, the undersigned will pay
to the Holder hereof, on demand, all costs of collection or enforcement of every
kind, including (but not limited to) all attorneys' fees, court costs, and other
costs and expenses of every kind incurred by the Holder hereof, on demand, all
costs of collection or enforcement of every kind, including (but not limited to)
all attorneys' fees, court costs, and other costs and expenses of every kind
incurred by the Holder hereof in connection with the protection or realization
of any or all of the security for this Note, whether or not any lawsuit is ever
filed with respect thereto.

     14.  The Debt Papers.  This Note is unsecured.  The Senior Loans are
          ---------------
secured by, inter alia,  certain Deeds of Trust (and Mortgages, Hypothecs and
            ----- ----
Deeds to Secure Debt, as applicable), Assignment of Leases and Rents, Security
Agreement and Financing Statement, made and granted by an affiliate of Maker to
or for the benefit of the Senior Holders, respectively, which create liens on
real estate in the Project and which also creates a security interest in
personal property located thereat or utilized in connection therewith, and each
and every additional document or instrument which may at any time be delivered
to the Senior Holders as security under the Senior Loans, as any of the same may
at any time or from time to time be amended, modified or restated, and together
with all substitutions and replacements therefor, are sometimes referred to
collectively herein as the "Security Documents").  Reference should be made to
                            ------------------
the Security Documents for a description of the property encumbered thereby and
the nature and extent of the security thereof. The Security Documents and all
other documents executed in connection with the Senior Loans are referred to
collectively herein as the "Debt Papers". Notwithstanding anything to the
                            -----------
contrary set forth or implied herein, this Note is not indebtedness of the
<PAGE>
Borrowers, and is not secured, whether directly or indirectly, by the Project or
any collateral or property owned or operated by the Borrowers, or any of them.

     15.  Notices.  All notices, demands and other communications hereunder to
          -------
either party shall be made in writing and shall be deemed to have been given
when actually received or, if mailed, on the first to occur of actual receipt or
the third business day after the deposit thereof in the United States mails, by
registered or certified mail, postage prepaid, addressed as follows:



     If to the Maker: SAC Holding Corporation
                      715 South Country Club Drive
                      Mesa, AZ 85210
                      Attention:  President

     If to the Holder:   U-Haul International, Inc.
                         2721 North Central Avenue
                         Phoenix, Arizona 85004
                         Attention: Treasurer


or to either party at such other address as such party may designate as its
address for the receipt of notices hereunder in a written notice duly given to
the other party.

     16.  Time of the Essence.  Time is hereby declared to be of the essence of
          -------------------
this Note and of every part hereof.

     17.  Governing Law.  This Note shall be governed by and construed in
          -------------
accordance with the internal laws of the State of Arizona.

     18.  Jurisdiction.  In any controversy, dispute or question arising
          ------------
hereunder or under the other Debt Papers, the Maker consents to the exercise of
jurisdiction over its person and property by any court of competent jurisdiction
situated in the State of Arizona (whether it be a court of the State of Arizona,
or a court of the United States of America situated in the State of Arizona),
and in connection therewith, agrees to submit to, and be bound by, the
jurisdiction of such court upon the Holder's mailing of process by registered or
certified mail, return receipt requested, postage prepaid, within or without the
State of Arizona, to the Maker at its address for receipt of notices under this
Note.

     19.  HOLDER NOT PARTNER OF MAKER.  UNDER NO CIRCUMSTANCES WHATSOEVER SHALL
          ---------------------------
THE HOLDER OF THIS NOTE BE DEEMED TO BE A PARTNER OR A CO-VENTURER WITH MAKER OR
<PAGE>
WITH ANY OTHER PERSON.  MAKER SHALL NOT REPRESENT TO ANY PERSON THAT THE MAKER
AND THE HOLDER HEREOF ARE PARTNERS OR CO-VENTURERS.  ANY AND ALL ACTIONS BY THE
HOLDER HEREOF IN EXERCISING ANY RIGHTS, REMEDIES OR PRIVILEGES HEREOF OR IN
ENFORCING THIS NOTE OR THE OTHER DEBT PAPERS WILL BE EXERCISED BY THE HOLDER
SOLELY IN FURTHERANCE OF ITS ROLE AS A SECURED LENDER.

     20.  Intentionally omitted.
          ---------------------

     21.  JURY TRIAL.  THE MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY
          ----------
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE
OR ANY DEBT PAPERS TO WHICH IT IS A PARTY, OR UNDER ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN
CONNECTION WITH THIS NOTE OR ANY DEBT PAPERS, AND AGREES THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

     22.  Entire Agreement.  This Note and the other Security Documents
          ----------------
constitute the entire agreement between Maker and Payee.  No representations,
warranties, undertakings, or promises whether written or oral, expressed or
implied have been made by the Payee or its agent unless expressly stated in this
Note or the Security Documents.
<PAGE>

























                     [THIS SPACE INTENTIONALLY LEFT BLANK]
<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed and delivered this Note,
pursuant to proper authority duly granted, as of the date and year first above
written.


            SAC HOLDING CORPORATION
            a Nevada corporation

            By:  /S/ Mark V. Shoen
                 ----------------------------------

            Its:
                 ----------------------------------
<PAGE>
<TABLE>




                                                   Schedule A

                                            Description of the Project
<CAPTION>
Center #    Property Name         Street Address                      City / Province                 Loan Amt
<S>         <C>                   <C>                                 <C>                             <C>
886020      Cremazie              306 Cremazie  Ouest,                Montreal, Quebec                2,750,000.00
886021      Dollard Des Ormeaux   65 Brunswick Boul.                  Dollard des Ormeaux, Quebec     3,600,000.00
886022      Jean Talon            3850 Jean Talon West                Montreal, Quebec                2,300,000.00
886023      St. Leonard           4949 Metropolitan Est               St. Leonard, Quebec             2,250,000.00
886024      St. Jacques           7350 Boul. St. Anne de Bellevue     Montreal, Quebec                3,800,000.00
886025      Quebec City           5000 Armand Viau                    Quebec City, Quebec             2,000,000.00
886026      Ottawa                2720 Queensview                     Ottawa, Ontario                 3,600,000.00
886027      Sidney                10201 MacDonald Park Road           Sidney, British Columbia        1,850,000.00
886028      Victoria              644 Queens Avenue                   Victoria, British Columbia      1,350,000.00
886029      Abbotsford            33966 Hazelwood Avenue RR # 3       Abbotsford, British Columbia    2,000,000.00
886030      Clearbrook            30618 South Fraser Way              Abbotsford, British Columbia    1,300,000.00
886031      Langley               9316 - 56 Avenue                    Langley, British Columbia       1,750,000.00
886032      Richmond              4511 Shell Road                     Surrey, British  Columbia       2,550,000.00
886033      Surrey                18590 - 96 Avenue                   Surrey, British Columbia        2,450,000.00
886034      West Surrey           13554 - 84 Avenue                   Surrey, British Columbia        2,100,000.00
886035      West Edmonton         10210 - 218th Street                Edmonton, Alberta               1,350,000.00
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>7
<FILENAME>p66363aex10-10.txt
<DESCRIPTION>EX-10.10
<TEXT>
<PAGE>
                                                                  Exhibit 10.10
                               PROMISSORY NOTE

Maximum principal amount of                           dated as of March 22, 2001
$30,000,000.00

     FOR VALUE RECEIVED, the undersigned SAC Holding Corporation, a Nevada
corporation (the "Maker" or the "undersigned"), promises to pay to the order of
                  ----           -----------
Nationwide Commercial Co., an Arizona corporation, ("Payee"), at the principal
                                                     -----
office of the Payee at 2721 North Central Avenue, Phoenix, Arizona 85004 or at
such other place or places as the holder hereof may from time to time designate
in writing, the principal sum of up to Thirty Million ($30,000,000), or, if
less, the aggregate unpaid principal amount of the Loan made by Payee to Maker,
with Interest on the principal balance outstanding from time to time, all as
hereinafter set forth.

     1.   Definitions.  As used in this Note, each of the following terms shall
          -----------
have the following meanings, respectively:

          "Accrual Rate":  shall mean the annual interest rate of eight percent
           ------------
     (8.0%).

          "Additional Interest":  shall mean and include both Cash Flow
          ---------------------
     Contingent Interest and Capital Proceeds Contingent Interest.

          "Adjusted Operating Expenses":  shall mean Operating Expenses (i) to
          -----------------------------
     account for all actual or required Operating Expenses as opposed to
     escrowed or estimated payments made pursuant to the Senior Loans or
     otherwise and (ii) such other adjustments to Operating Expenses to adjust
     for seasonal, extraordinary or non-customary expenses and costs and other
     abnormalities.

          "Affiliate":  of any specified Person shall mean (i) any other Person
          -----------
     controlling or controlled by or under common control with such specified
     Person and (ii) any limited partner of such Person if such Person is a
     limited partnership, any shareholder of such Person if such Person is a
     corporation, or any member of such Person if such Person is a limited
     liability company.  For the purposes of this definition, "control," when
     used with respect to any specified Person, means the power to direct the
     management and policies of such person, directly or indirectly, whether
     through the ownership of voting securities, by contract, or otherwise; and
     the terms "controlling" and "controlled" have meanings correlative to the
     foregoing.

          "Basic Interest":  shall have the meaning given it in Section 2(a) and
          ----------------                                      ------------
     2(b) below.
     ----

          "Borrowers": collectively, Twelve SAC Self-Storage Corporation, a
           ---------
     Nevada corporation, and Thirteen SAC Self-Storage Corporation, a Nevada
     corporation.
<PAGE>

          "Capital Proceeds Contingent Interest":  shall have the meaning given
          --------------------------------------
     it in Section 2(h)(i) below.
           ---------------

          "Cash Flow Contingent Interest":  shall have the meaning given it in
          -------------------------------
     Section 2(e) below.
     ------------

          "Catch-Up Payment":  shall have the meaning given it in Section 2(d).
          ------------------                                      ------------

          "Debt Papers":  is defined in Section 14 below.
          -------------                 ----------

          "Deferred Interest":  shall have the meaning given it in Section 2(a).
          -------------------                                      ------------

          "GAAP": shall mean generally accepted accounting principles as used
          ------
     and understood in the United States of America from time to time.

          "Gross Income":  shall equal Gross Receipts for the applicable twelve
          --------------
     (12) month period less (i) sale tax and other similar taxes, (ii)
     condemnation awards, (iii) casualty or other insurance proceeds, (iv)
     proceeds of any borrowing, (v) proceeds of any or sale of any Mortgaged
     Properties, (vi) proceeds of any sale of assets outside the ordinary course
     of business, (vii) revenues relating to equipment or vehicle rentals and
     (vii) any revenue generated other than in connection with the use of the
     Mortgaged Properties.

          "Gross Receipts":  shall mean, for any period all gross receipts,
          ----------------
     revenues and income of any and every kind collected or received by or for
     the benefit or account of Maker and the Borrower during such period arising
     from the ownership, rental, use, occupancy or operation of the Project or
     any portion thereof.  Gross Receipts shall include, without limitation, all
     receipts from all tenants, licensees and other occupants and users of the
     Project or any portion thereof, including, without limitation, rents,
     security deposits and the like, interest earned and paid or credited on all
     Maker's or the Borrowers' deposit accounts related to the Project, all
     proceeds of rent or business interruption insurance, and the proceeds of
     all casualty insurance or eminent domain awards to the extent not (i)
     applied, or reserved and applied within six (6) months after the creation
     of such reserve, to the restoration of the Project in accordance with the
     Mortgage, (ii) paid to Holder to reduce the principal amount of the Loan or
     (iii) paid to reduce the principal amount of the Senior Loans.  Gross
     Receipts shall include the net commission payable from U-Haul
     International, Inc. for the rental of its equipment (whether or not such
     equipment is owned by the Owner of the Mortgaged Property) at any Mortgaged
     Property; provided however that such net commissions payable shall not be
     included in Gross Receipts until the 15th day of the month following the
     month in which such rental occurred, all in accordance with the customary
     procedure for the payment of net commission.  Gross Receipts shall not
     include any capital contributed to Maker, whether in the form of a loan or
<PAGE>
     equity, or any proceeds from any loan made to Maker. Any receipt included
     within Gross Receipts in one period shall not be included within Gross
     Receipts for any other period (i.e., no item of revenue or receipts shall
                                    ----
     be counted twice).

          "Highest Lawful Rate": shall mean the maximum rate of interest which
          ---------------------
     the Holder is allowed to contract for, charge, take, reserve, or receive
     under applicable law after taking into account, to the extent required by
     applicable law, any and all relevant payments or charges hereunder.

          "Holder":  shall mean at any particular time, the Person that is then
          --------
     the holder of this Note.

          "Interest":  shall mean Additional Interest, Basic Interest and
          ----------
     Deferred Interest.

          "Loan":  shall mean the unsecured loan in the amount of up to
          ------
     $30,000,000.00 made by Payee to Maker and evidenced by this Note or up to
     such amount as may have been advanced by Payee to Maker from time to time.

          "Loan Year":  shall mean a year commencing on the date of this Note,
          -----------
     or an anniversary thereof, and ending 365 days (or 366 days in a leap year)
     thereafter.

          "Management Fee":  shall mean the fee paid to the Project Manager
          ----------------
     pursuant to the Property Management Agreement which fee shall in no event
     exceed six percent (6.0%) of Gross Receipts.

          "Material Adverse Effect":  shall mean the likely inability or
          -------------------------
     reasonably anticipated inability of Maker to pay the Loan and perform its
     other obligations in compliance with the terms of the Debt Papers.

          "Maturity Date":  shall mean the first to occur of the Stated Maturity
          ---------------
     Date and the earlier date (if any) on which the unpaid principal balance
     of, and unpaid Interest on, this Note shall become due and payable on
     account of acceleration by the Holder hereof.

          "Mortgage":  shall mean collectively the Deeds of Trust (and
          ----------
     Mortgages, and Deeds to Secure Debt), Assignment of Leases and Rents,
     Security Agreement and Financing Statement securing the promissory note
     representing the Senior Loans, as the same may be amended, modified or
     restated from time to time and together with all replacements and
     substitutions therefor.  The Mortgage is more fully identified in Section
                                                                       -------
     14 below.
     --

          "Mortgaged Properties": shall mean the properties of the Borrowers
          ----------------------
     identified on Schedule A hereto.
<PAGE>

          "Net Capital Proceeds":  shall have the meaning given it in Section
          ----------------------                                      -------
     2(h)(iv) below.
     --------

          "Net Cash Flow":  shall mean, for any period, the amount by which the
          ---------------
     Gross Receipts for such period exceed the sum of Interest paid during such
     period, Operating Expenses paid for and with respect to such period, and
     interest paid under and on account of the Senior Loans during such period;
     but Net Cash Flow for any period shall not be less than zero.

          "Net Cash Flow Before Debt Service":  shall mean, for any period, the
          -----------------------------------
     amount by which the Gross Receipts for such period exceed the Operating
     Expenses for and with respect to such period.

          "Net Operating Income":  shall mean the "Gross Income" generated by
          ----------------------
     the Project less Adjusted Operating Expenses, adjusted to reflect a ninety-
     five (95%) percent occupancy on a per Mortgaged Property basis for of the
     Project.

          "Note": shall mean this Promissory Note as it may be amended,
          ------
     modified, extended or restated from time to time, together with all
     substitutions and replacements therefor.

          "Operating Expenses":  shall mean, for any period, all cash
          --------------------
     expenditures of Maker or the Borrowers actually paid (and properly payable)
     during such period for (i) payments into escrow pursuant to the Debt Papers
     for real and personal property taxes; (ii) real and personal property taxes
     on the Project (except to the extent paid from escrowed funds); (iii)
     premiums for liability, property and other insurance on the Project; (iv)
     the Management Fee; (v) sales and rental taxes relating to the Project
     (except to the extent paid from the Tax and Insurance Escrow Account); and
     (vi) normal, reasonable and customary operating expenses of the Project.
     In no event shall Operating Expenses include amounts distributed to the
     partners or shareholder's of Maker or the Borrowers, payments to Affiliates
     not permitted under Section 7(c) below, any payments made on the Loan or
                         ------------
     any other loan obtained by Maker, amounts paid out of any funded reserve
     expressly approved by Holder, non-cash expenses such as depreciation, or
     any cost or expense related to the restoration of the Project in the event
     of a casualty or eminent domain taking paid for from the proceeds of
     insurance or an eminent domain award or any reserve funded by insurance
     proceeds or eminent domain awards.

          "Pay Rate":  shall mean the annual interest rate of two percent
          ----------
     (2.0%).

          "Pay Rate Interest":  shall mean for any period the amount of Basic
          -------------------
     Interest payable for such period less the amount of Deferred Interest which
     accrued during such period.

          "Person":  shall mean any corporation, natural person, firm, joint
          --------
     venture, general partnership, limited partnership, limited liability
     company, trust, unincorporated organization, government or any department
<PAGE>
     or agency of any government.

          "Present Value":  shall have the meaning given such term in Section
          ---------------                                             -------
     4(c) below.
     ----

          "Project":  shall mean the real estate, the improvements and the
          ---------
     personal property identified on Schedule A hereto, taken together
     collectively.

          "Project Manager":  shall have the meaning given it in Section 6(j)
          -----------------                                      ------------
     below.

          "Property Management Agreement":  shall have the meaning given such
          -------------------------------
     term in Section 6(j) below.
             ------------

          "Requirements of Law":  shall mean, as to any Person, requirements as
          ---------------------
     set out in the provisions of such Person's Articles of Incorporation and
     Bylaws (in the case of a corporation) partnership agreement and certificate
     or statement of partnership (in the case of a partnership) or other
     organizational or governing documents, or as set out in any law, treaty,
     rule or regulation, or final and binding determination of an arbitrator, or
     determination of a court or other federal, state or local governmental
     agency, authority or subdivision applicable to or binding upon such Person
     or any of its property or to which such Person or any of its property is
     subject, or in any private covenant, condition or restriction applicable to
     or binding upon such Person or any of its property or to which such Person
     or any of its property is subject.

          "Sale":  shall mean any direct or indirect sale, assignment, transfer,
          ------
     conveyance, lease (except for leases or licenses of terms not exceeding 1
     year to tenants in the ordinary course of business complying with standards
     and in a form approved by Payee) or disposition of any kind whatsoever of
     the Project, or of any portion thereof or interest (whether legal,
     beneficial or otherwise) of 25% or more (in the aggregate of all such
     sales, transfers, assignments, etc., made at any time or from time to time,
     taken together) of all equity interests in Maker.

          "Security Documents":  shall mean the documents and instruments
          --------------------
     included within the definition of the term "Security Documents" as provided
                                                 ------------------
     in Section 14 below.
        ----------

          "Senior Loan Documents":  shall mean and include, at any time, all
          -----------------------
     promissory notes, mortgages and other documents and instruments which
     create, evidence or secure all or any part of the Senior Loans.

          "Senior Lender" shall mean First Union National Bank or designee
          ---------------
     and/or such other Person who may extend a senior loan with respect to the
     Project or any portion thereof, as the context may so require, in its
     capacity as the lender under the Senior Loans.
<PAGE>

          "Senior Loans":  shall mean, collectively, (i) that certain loan in
          --------------
     the amount of $16,113,000.00 made by Senior Lender to the Twelve SAC Self
     Storage Corporation; (ii) that certain loan in the amount of $14,887,000.00
     made by Senior Lender to the Thirteen SAC Self Storage Corporation; and/or
     (viii) any other senior loan secured by the Project or any portion thereof.

          "Stated Maturity Date":  shall mean the earlier of January 1, 2021 and
          ----------------------
     the date on which all of the Property Management Agreements are terminated
     in accordance with Section 6 thereof,  or on demand by Payee.

          "Tax and Insurance Escrow Account":  shall mean any impound account
          ----------------------------------
     established pursuant to the Senior Loans, or any of them, and may include
     without limitation, impounds for capital repairs and replacements.

          "Triggering Event":  shall have the meaning given it in Section
          ------------------                                      -------
     2(h)(ii) below.
     --------

          "Yield Maintenance Premium":  shall have the meaning given such term
          ---------------------------
     in Section 4(b) below.
        ------------

     2.  Interest.
         --------

          (a)  Basic Interest Rate Prior to Maturity.  Prior to the Maturity
               -------------------------------------
     Date, interest ("Basic Interest") shall accrue on the principal balance of
                      --------------
     the Note outstanding from time to time at the Accrual Rate.  Such interest
     shall be paid as follows:  quarterly in arrears, on the first business day
     of each calendar quarter.  Maker shall pay to Holder an amount calculated
     by applying the Pay Rate to the principal balance outstanding hereunder;
     and, the remainder of the Basic Interest accrued hereunder at the Accrual
     Rate during such quarter through the last day of such quarter ("Deferred
                                                                     --------
     Interest") shall be deferred, shall be payable as and at the time provided
     --------
     in Section 2(d) below, and commencing on the day payment of Basic Interest
        ------------
     at the Pay Rate is due for such quarter, interest shall accrue on such
     Deferred Interest at the Accrual Rate (and any accrued interest thereon,
     shall be considered part of Deferred Interest).

          (b)  Post-Maturity Basic Interest.  From and after the Maturity Date
               ----------------------------
     interest ("Post Maturity Basic Interest") shall accrue and be payable on
                ----------------------------
     the outstanding principal balance hereof until paid in full at an annual
     rate equal to fifteen percent (15%) and such Post Maturity Basic Interest
     shall be payable upon demand.

          (c)  Computations.  All computations of interest and fees payable
               ------------
     hereunder shall be based upon a year of 360 days for the actual number of
     days elapsed.

          (d)  Deferred Interest.  Deferred Interest shall be paid as follows:
               -----------------
<PAGE>

               (i)  On each quarterly date for the payment of Basic Interest,
          Maker shall pay an amount (the "Catch-Up Payment") equal to the lesser
                                          ----------------
          of (i) the aggregate outstanding Deferred Interest on the last day of
          the quarter for which such payment is being made and (ii) ninety
          percent (90%) of the result of subtracting from Net Cash Flow Before
          Debt Service for that quarter the sum of principal and interest paid
          on the Senior Loans by the borrowers thereunder for such period plus
          an additional amount equal to twice the Pay Rate Interest for such
          period;

               (ii)  All unpaid Deferred Interest shall be paid on the Maturity
          Date; and

               (iii) No payment of Deferred Interest may, when added to all
          other payments of interest or payments construed as interest, shall
          exceed the Highest Lawful Rate.

          (e)  Cash Flow Contingent Interest.  In addition to Basic Interest and
               -----------------------------
     Deferred Interest, on each date on which Basic Interest is payable
     hereunder, Maker shall pay to Holder interest ("Cash Flow Contingent
                                                     --------------------
     Interest") in an amount equal to the amount (if any) by which ninety
     --------
     percent (90%) of the result of subtracting from Net Cash Flow Before Debt
     Service for that quarter the sum of principal and interest paid on the
     Senior Loans for such period plus an additional amount equal to twice the
     Pay Rate Interest for such period each calculated as of that date exceeds
     the Catch-Up Payment paid on that date by Maker to Holder.  Additionally,
     at the time of the closing of any impound accounts established pursuant to
     the Senior Loan Documents, deposits into which are considered Operating
     Expenses, Cash Flow Contingent Interest shall be due to the Holder on the
     balances in those accounts except to the extent such balances are paid to
     the Senior Lender.

          (f)  Quarterly Statements; Adjustment of Payments. On the due date for
               --------------------------------------------
     each payment of Basic Interest, Maker shall deliver to Holder a certified
     statement of operations of the Project for the calendar quarter or other
     period with respect to which such Basic Interest is due, showing in
     reasonable detail and in a format approved by Holder respective amounts of,
     and the method of calculating, the Gross Receipts, Gross Income, Operating
     Expenses, Net Cash Flow, Catch-Up Amount and Cash Flow Contingent Interest
     for the preceding calendar quarter, as well as (if requested by Holder) all
     data necessary for the calculation of any such amounts.  Maker shall keep
     and maintain at all times full and accurate books of account and records
     adequate to correctly reflect all such amounts.  Such books and records
     shall be available for at least five years after the end of the calendar
     quarter to which they relate.  Holder shall have the right to inspect, copy
     and audit such books of account and records during reasonable business
     hours, and upon reasonable notice to Maker, for the purpose of verifying
     the accuracy of any payments made on account of Cash Flow Contingent
     Interest.  The costs of any such audit will be paid by Holder, except that
     Maker shall pay all reasonable costs and expenses of any such audit which
     discloses that any amount properly payable by maker to Holder hereunder
     exceeded by five percent (5%) or more the amount actually paid and
<PAGE>
     initially reported by maker as being payable with respect thereto.

          (g)  Prorations of Cash Flow Contingent Interest. Cash Flow Contingent
               -------------------------------------------
     Interest shall be equitably prorated on the basis of a 365-day year for any
     partial calendar quarter in which the term of the Loan commences or in
     which the Note is paid in full.  If the payment of Cash Flow Contingent
     Interest due on the Maturity Date is made before the delivery to Holder of
     the quarterly statement for the then current calendar quarter, then Maker
     shall pay to Holder on Maturity Date an estimate of such amount.  Maker
     shall subsequently deliver to Holder an operating statement as required by
     Section 2(f) for the quarter in which the Maturity Date occurred, and an
     ------------
     appropriate adjustment of the estimated amount previously paid by Maker
     shall be made by the parties within ten (10) days after the operating
     statement for such final quarter is delivered to Holder.

          (h)  Capital Proceeds Contingent Interest.
               ------------------------------------

               (i)  Capital Proceeds Contingent Interest Defined. Maker shall
                    --------------------------------------------
     pay to Holder, in addition to Basic Interest, Deferred Interest and Cash
     Flow Contingent Interest, at the time or times and in the manner
     hereinafter described, an amount equal to ninety percent (90%) of the Net
     Capital Proceeds resulting from, or determined at the time of, any of the
     Triggering Events described below (collectively, "Capital Proceeds
                                                       ----------------
     Contingent Interest").
     -------------------

               (ii)  Events Triggering Payment of Net Capital Proceeds.  Capital
                     -------------------------------------------------
     Proceeds Contingent Interest shall be due and payable concurrently with the
     occurrence of each and every one of the following events (collectively
     "Triggering Events", and individually, a "Triggering Event"):
      -----------------                        ----------------

                    (A)  Project Sale or Financing.  The closing of any Sale of
                         -------------------------
     the Project (any such event is hereinafter collectively referred to as a
     "Sale or Financing");
      -----------------

                    (B)  Default Occurrence.  The occurrence of any Event of
                         ------------------
     Default which is not fully cured within the period of time, if any,
     expressly provided for cure herein, and the acceleration of the maturity of
     the Loan on account thereof (hereinafter collectively referred to as a
     "Default Occurrence"); and
      ------------------

                    (C)  Maturity Occurrence.  The occurrence of the Maturity
                         -------------------
     Date or the prepayment by Maker (if permitted hereunder) of all principal
     and accrued Basic Interest (including, without limitation, Deferred
     Interest) and Cash Flow Contingent Interest outstanding on the Loan (the
     "Maturity Occurrence").
      -------------------

               (iii)  Notice of Triggering Event: Time for Payment of Capital
                      -------------------------------------------------------
<PAGE>
     Proceeds Contingent Interest.  Maker shall notify Holder of the occurrence
     ----------------------------
     of a Triggering Event, and shall pay Holder the full amount of any
     applicable Capital Proceeds Contingent Interest which is payable in
     connection therewith, as follows:

                    (A)  In the case of any Sale or Financing or the Maturity
     Occurrence, Maker shall give Holder written notice of any such Triggering
     Event not less than seventy five (75) days before the date such Triggering
     Event is to occur.  Any Capital Proceeds Contingent Interest due Holder on
     account of any Sale or Financing or the Maturity Occurrence shall be paid
     to Holder on the date such Triggering Event occurs.

                    (B)  In the case of a Default Occurrence, no notice of such
     a Triggering Event need be given by Maker.  In such event, payment of any
     and all Capital Proceeds Contingent Interest on account of the Default
     Occurrence shall be immediately due and payable upon acceleration of the
     maturity of the Loan.

               (iv)  Determination of Net Capital Proceeds.  Prior to the
                     -------------------------------------
     occurrence of a Triggering Event (or, in the event of a Default Occurrence,
     within a reasonable time thereafter), the "Net Capital Proceeds" resulting
                                                --------------------
     from such Triggering Event shall be determined as follows:

                    (A)  Net Capital Proceeds From Sale or Financing.  Except as
                         -------------------------------------------
     provided in Section 2(h)(iv)(B) below, in the event of a Sale or Financing,
                 -------------------
     "Net Capital Proceeds" shall be the amount which is equal to: (I) either
      --------------------
     (x) the Gross Capital Proceeds (as hereinafter defined) realized from the
     Project, or (y) the fair market value of the Project determined pursuant to
     Section 2(h)(v) below, if Holder in its discretion requires such a
     ---------------
     determination, minus (II) the sum of: (aa) reasonable brokerage commissions
                    -----
     (excluding any payments to any Affiliate of Maker to the extent such
     payments exceed those which would have been due as commissions to a non-
     Affiliate broker rendering identical services), title insurance premiums,
     documentary transfer taxes, escrow fees and recording charges, appraisal
     fees, reasonable attorneys' fees and costs, and sales taxes (if any), in
     each case actually paid or payable by Maker in connection with the Sale or
     Financing, plus (bb) all payments of principal and Deferred Interest paid
     to Holder an account of this Note from the proceeds of such Sale or
     Financing, plus (cc) an amount equal to all payments of principal and
     interest on the Senior Loans made from the proceeds of such Sale or
     Financing, plus (dd) any amount paid as Yield Maintenance Premium as a
     result of such Sale or Financing.  For purposes of this Section 2(h),
                                                             ------------
     "Gross Capital Proceeds" shall mean the gross proceeds of whatever form or
      ----------------------
     nature payable directly or indirectly to or for the benefit or account of
     Maker in connection with such Sale or Financing, including, without
     limitation: cash; the outstanding balance of any financing which will
     remain as a lien or encumbrance against the Project or any portion thereof
     following such Sale or Financing (but only in the case of a Sale, and not
     in the case of an encumbrance); and the cash equivalent of the fair market
     value of any non-cash consideration, including the present value of any
<PAGE>
     promissory note received as part of the proceeds of such Sale or Financing
     (valued at a market rate of interest, as determined by an independent
     investment banker designated by Holder).

                    (B)  Net Capital Proceeds In Connection With a Default or
                         ----------------------------------------------------
     Maturity Occurrence.  In the event of a Default Occurrence or the Maturity
     -------------------
     Occurrence when no Sale or Financing has occurred, the "Net Capital
                                                             -----------
     Proceeds" shall equal: (I) the fair market value of the Project determined
     --------
     as of the date of such Triggering Event in accordance with Section 2(h)(v)
                                                                ---------------
     below, minus (II) the sum of (aa) the outstanding principal balance plus
     Deferred Interest on the Note plus (bb) the outstanding principal balance
     of, and accrued but unpaid interest on, the Senior Loans.

               (v)  Determination of Fair Market Value.  The fair market value
                    ----------------------------------
     of the Project shall be determined for purposes of this Note as follows:

                    (A)  Partial Sale.  In the event of a Sale of a portion of
                         ------------
     the Project, Holder shall select an experienced and reputable appraiser to
     prepare a written appraisal report of the fair market value of the Project
     in accordance with clause (C) below, and the appraised fair market value
     submitted to Holder by such appraiser shall be conclusive for purposes of
     this Note.

                    (B)  Other Occurrences.  In all other circumstances the fair
                         -----------------
     market value of the Project shall be deemed to equal the result of dividing
     the Net Cash Flow Before Debt Service for the immediately preceding fiscal
     year by ten percent (10%).  However, if the Net Cash Flow Before Debt
     Service for the immediately preceding fiscal year has been lowered because
     of unusually high Operating Expenses during such fiscal year the fair
     market value of the Project may, at the option of the Maker be determined
     by dividing by ten percent (10%) the mean average of the Net Cash Flow
     Before Debt Service of the Project for the 3 immediately preceding fiscal
     years of the Project.

                    (C)  Appraisal Standards and Assumptions.  In making any
                         -----------------------------------
     determination by appraisal of fair market value, the appraiser(s) shall
     assume that the improvements then located on the Project constitute the
     highest and best use of the property.  If the Triggering Event is a Sale or
     Financing, the appraiser(s) shall take the sales price into account,
     although such sales price shall not be determinative of fair market value.
     Each appraiser selected hereunder shall be an independent MAI-designated
     appraiser with not less than ten years' experience in commercial real
     estate appraisal in the general geographical area where the Project is
     located.

               (vi)  Effect on Holder's Approval Rights.  Nothing contained in
                     ----------------------------------
     this Section 2(h) shall be deemed or construed to waive, restrict, impair,
          ------------
     or in any manner affect Holder's rights hereunder to consent (or withhold
     its consent) to: any prepayment of the Loan in whole or in part; sales or
     other transfers of all or any portion of the Project or any interest
<PAGE>
     therein; sales or other transfers of any ownership interests in Maker; any
     refinancing of all or any portion of the Loan; any junior financing; or,
     any other matters which require Holder's consent.

               (vii)  Statement, Books and Records.  With each payment of
                      ----------------------------
     Capital Proceeds Contingent Interest, Maker shall furnish to Holder a
     statement setting forth Maker's proposed calculation of Net Capital
     Proceeds and Capital Proceeds Contingent Interest and shall provide a
     detailed breakdown of all items necessary for such calculation.  For a
     period of five years after each payment of Capital Proceeds Contingent
     Interest, Maker shall keep and maintain full and accurate books and records
     adequate to correctly reflect each such item.  Said books and records shall
     be available for Holder's inspection, copying and audit during reasonable
     business hours following reasonable notice for the purpose of verifying the
     accuracy of the payments made on account of Capital Proceeds Contingent
     Interest.  The costs of any such audit will be paid by Holder, except that
     Maker shall pay all reasonable costs and expenses of any such audit which
     discloses that any amount properly payable by Maker to Holder hereunder
     exceeded by five percent (5%) or more the amount actually paid and
     initially reported by maker as being payable with respect thereto.

               (viii)  Negative Capital Proceeds Contingent Interest.
                       ---------------------------------------------
     Notwithstanding any other provision of this Agreement, Holder shall not be
     responsible or liable in any respect to Maker or any other Person for any
     reduction in the fair market value of the Project or for any contingency,
     condition or occurrence that might result in a negative number for Capital
     Proceeds Contingent Interest.  If at any time it is calculated, Capital
     Proceeds Contingent Interest shall be a negative amount, no Capital
     Proceeds Contingent Interest shall at that time be payable to Holder, but
     Holder shall in no way be liable for any such negative amount and there
     shall be no deduction or offset for such negative amount at any time when
     Capital Proceeds Contingent Interest shall be subsequently calculated.

               (ix) No payment of Capital Proceeds Contingent Interest may, when
     added to all other payments of interest or payments construed as interest,
     shall exceed the Highest Lawful Rate.

     3.  Usury Savings Clause.  The provisions of this Section 3 shall govern
         --------------------                          ---------
and control over any irreconcilably inconsistent provision contained in this
Note or in any other document evidencing or securing the indebtedness evidenced
hereby.  The Holder hereof shall never be entitled to receive, collect, or apply
as interest hereon (for purposes of this Section 3, the word "interest" shall be
                                         ---------
deemed to include Basic Interest, Additional Interest and any other sums treated
as interest under applicable law governing matters of usury and unlawful
interest), any amount in excess of the Highest Lawful Rate (hereinafter defined)
and, in the event the Holder ever receives, collects, or applies as interest any
such excess, such amount which would be excessive interest shall be deemed a
partial prepayment of principal and shall be treated hereunder as such; and, if
<PAGE>
the principal of this Note is paid in full, any remaining excess shall forthwith
be paid to Maker.  In determining whether or not the interest paid or payable,
under any specific contingency, exceeds the Highest Lawful Rate, Maker and the
Holder shall, to the maximum extent permitted under applicable law, (i)
characterize any nonprincipal payment as an expense, fee, or premium rather than
as interest, (ii) exclude voluntary prepayments and the effects thereof, and
(iii) spread the total amount of interest throughout the entire contemplated
term of this Note; provided, that if this Note is paid and performed in full
prior to the end of the full contemplated term hereof, and if the interest
received for the actual period of existence  hereof exceeds the Highest Lawful
Rate, the Holder shall refund to Maker the amount of such excess or credit the
amount of such excess against the principal of this Note, and, in such event,
the Holder shall not be subject to any penalties provided by any laws for
contracting for, charging, or receiving interest in excess of the Highest Lawful
Rate.
     4.  Payments.
         --------

          (a)  Interest.  Maker promises to pay to the Holder hereof Basic
               --------
     Interest, Deferred Interest and Additional Interest as, in the respective
     amounts, and at the respective times provided in Section 2 hereinabove.  No
                                                      ---------
     principal payments shall be due hereunder except at the Stated Maturity
     Date or as otherwise provided herein in the event of default.  Each payment
     of Basic Interest (including without limitation, Deferred Interest), and
     Additional Interest on, or any other amounts of any kind with respect to,
     this Note shall be made by the Maker to the Holder hereof at its office in
     Phoenix, Arizona (or at any other place which the Holder may hereafter
     designate for such purpose in a notice duly given to the Maker hereunder),
     not later than noon, Pacific Standard Time, on the date due thereof; and
     funds received after that hour shall be deemed to have been received by the
     Holder on the next following business day.  Whenever any payment to be made
     under this Note shall be stated to be due on a date which is not a business
     day, the due date thereof shall be extended to the next succeeding business
     day, and interest shall be payable at the applicable rate during such
     extension.

          (b)  Late Payment Charges.  If any amount of Interest, principal or
               --------------------
     any other charge or amount which becomes due and payable under this Note is
     not paid and received by the Holder within five business days after the
     date it first becomes due and payable, Maker shall pay to the Holder hereof
     a late payment charge in an amount equal to five percent (5%) of the full
     amount of such late payment, whether such late payment is received prior to
     or after the expiration of the ten-day cure period set forth in Section
                                                                     -------
     8(a).  Maker recognizes that in the event any payment secured hereby (other
     ----
     than the principal payment due upon maturity of the Note, whether by
     acceleration or otherwise) is not made when due, Holder will incur extra
     expenses in handling the delinquent payment, the exact amount of which is
     impossible to ascertain, but that a charge of five percent (5%) of the
     amount of the delinquent payment would be a reasonable estimate of the
     expenses so incurred.  Therefore, if any such payment is not received when
     due and payable, Maker pay to Holder to cover expenses incurred in handling
     the delinquent payment, an amount calculated at five percent (5%) of the
<PAGE>
     amount of the delinquent payment.

          (c)  No Prepayment.  Maker shall have the right to prepay this Note at
               -------------
     any time, but only subject to the requirements and conditions set forth
     below.  If under any circumstances whatsoever (other than pursuant to
     Section 3 above) this Note is paid in whole or in part, whether
     voluntarily, following acceleration after the occurrence of an Event of
     Default, with the consent of Holder, by Holder's application of any
     condemnation or insurance proceeds to amounts due under the Note, by
     operation of law or otherwise, and whether or not such payment prior to the
     Stated Maturity Date results from the Holder's exercise of its rights to
     accelerate the indebtedness evidenced hereby, then Maker shall pay to the
     Holder the Yield Maintenance Premium (defined hereinbelow) in addition to
     paying the entire unpaid principal balance of this Note and all Interest
     which has accrued but is unpaid except with the written consent of the
     Holder.

          A Yield Maintenance Premium in an amount equal to the grater of (A)
     one percent (1.0%) of the principal amount being prepaid, and (B) the
     positive excess of (1) the present value ("PV") of all future installments
     of principal and interest due pursuant to Section 4(a) of this Note absent
     any such prepayment including the principal amount due at the Stated
     Maturity Date (collectively, "All Future Payments"), discounted at an
     interest rate per annum equal to the sum of (a) the Treasury Constant
     Maturity Yield Index published during the second full week preceding the
     date on which such Yield Maintenance Premium is payable for instruments
     having a maturity coterminous with the remaining term of this Note, and (b)
     One Hundred Forty (140) basis points, over (2) the then outstanding
     principal balance hereof immediately before such prepayment [(PV of All
     Future Payments) (Principal balance at the time of prepayment) = Yield
     Maintenance Premium].  "Treasury Constant Maturity Yield Index" shall mean
     the average yield for "This Week" as reported by the Federal Reserve Board
     in Federal Reserve Statistical Release H.15 (519).  If there is no Treasury
     Constant Maturity Yield Index for instruments having a maturity coterminous
     with the remaining term of this Note, then the index shall be equal to the
     weighted average yield to maturity of the Treasury Constant Maturity Yield
     Indices with maturities next longer and shorter than such remaining average
     life to the maturity, calculated by averaging (and rounding upward to the
     nearest 1/100 of 1% per annum, if the average is not such a multiple) the
     yields of the relevant Treasury Constant Maturity Yield Indices (rounded,
     if necessary, to the nearest 1/100 of 1% with any figure of 1/200 of 1% or
     above rounded upward).  In the event that any Yield Maintenance Premium is
     due hereunder, Holder shall deliver to Maker a statement setting forth the
     amount and determination of the Yield Maintenance Premium and, provided
     that Holder shall have in good faith applied the formula described above,
     Maker shall not have the right to challenge the calculation or the method
     of calculation set forth in any such statement in the absence of manifest
     error, which calculation may be made by Holder on any day during the thirty
     (30) day period preceding the date of such prepayment.  Holder shall not be
     obligated or required to have actually reinvested the prepaid principal
     balance at the Treasury Constant Maturity Yield Index or otherwise as a
<PAGE>
     condition to receiving the Yield Maintenance Premium. No Yield Maintenance
     Premium or premium shall be due or payable in connection with any
     prepayment of the indebtedness evidenced by this Note made on or after any
     date after January 1, 2008.  In addition to the aforesaid Yield Maintenance
     Premium if, upon any such prepayment (whether prior to or after any date
     that is after January 1, 2008, the aforesaid prior written notice has not
     been received by Holder, the Yield Maintenance Premium shall be increased
     by an amount equal to the lesser of (i) thirty (30) days' unearned interest
     computed in the outstanding principal balance of this Note, so prepaid and
     (ii) unearned interest computed on the outstanding principal balance of
     this Note so prepaid for the period from, and including, the date of
     prepayment through the otherwise Stated Maturity Date of this Note.

          Without limiting the scope of the foregoing provisions, the provisions
     of this paragraph shall constitute, within the meaning of any applicable
     state statute, both a waiver of any right Maker may have to prepay the
     Note, in whole or in part, without premium or charge, upon acceleration of
     the maturity of the Note, or otherwise, and an agreement by Maker to pay
     the prepayment charge described in this Note, whether such prepayment is
     voluntary or upon or following any acceleration of this Note, or otherwise,
     and for such purpose Maker has separately initialed this provision in the
     space provided below, and Maker hereby declares that Holder's agreement to
     make the Loan to Maker at the interest rate and for the term set forth in
     the Note constitutes adequate consideration, of individual weight, for this
     waiver and agreement by Maker.

     Notwithstanding the foregoing, or anything else in this Note to the
     contrary, it is agreed that in the event this Note becomes due and payable
     as a result of the termination of all of the Property Management
     Agreements, Maker shall not be subject to the Yield Maintenance Premiums or
     other prepayment premiums contemplated herein and Maker shall only be
     required to repay the outstanding principal balance of this Note and
     accrued but unpaid  Basic Interest and Deferred Interest through the date
     of such prepayment, it being agreed that in such event, Maker shall not be
     required to pay any Capital Proceeds Contingent Interest or Cash Flow
     Contingent Interest.

     5.  Representations and Warranties of Maker.  Maker represents and warrants
         ---------------------------------------
to Payee, as of the date hereof, that:

          (a)  Due Authorization.  Maker is a corporation duly organized under
               -----------------
     the laws of the state of its organization, with the authority to consummate
     the transactions contemplated hereby;

          (b)  No Violation.  Maker's execution, delivery and performance of its
               ------------
     obligations under the Debt Papers do not and will not violate the articles
     of incorporation or by-laws of Maker and will not violate, conflict with or
     constitute a default under any agreement to which Maker is a party or by
<PAGE>
     which the Project is bound or encumbered, or violate any Requirements of
     Law to which Maker or the Project is subject;

          (c)  Consents.  No consents, approvals, filings, or notices of, with
               --------
     or to any Person are required on the part of Maker in connection with
     Maker's execution, delivery and performance of its obligations hereunder
     that have not been duly obtained, made or given, as the case may be;

          (d)  Enforceability.  The Note is valid, binding and enforceable in
               -------------
     accordance with its terms, except as the enforceability hereof may be
     limited by bankruptcy, insolvency, moratorium, reorganization or similar
     laws relating to or affecting the enforcement of creditors' rights
     generally.

          (e)  Compliance with Laws.  Each Mortgaged Property is in compliance
               --------------------
     in all material respects with all applicable Requirements of Law;

          (f)  Zoning and Other Laws.  The Project and the use thereof as a
               ---------------------
     self-storage facility, separate and apart from any other properties,
     constitutes a legal and conforming use under applicable zoning regulations
     and each such Project is in compliance in all material respects with all
     applicable Requirements of Law;

          (g)  Litigation.  No litigation, investigation or proceeding or notice
               ----------
     thereof before any arbitrator or governmental authority, agency or
     subdivision is pending or, to Maker's best knowledge, threatened, against
     Maker or the Project;

          (h)  Utilities; Licenses.  All utilities required by Requirements of
               -------------------
     Law or by the normal and intended use of the Project are installed to the
     property line and connected by valid permits and the Maker possesses, or
     will possess as and when necessary, all patents, patent rights or licenses,
     trademarks, trade names, trade name right, service marks, copyrights,
     licenses, permits and consents (or rights thereto) which are required to
     conduct its business as it is now conducted or as it is presently proposed
     to be conducted, or which are required by any governmental entity or
     agency;

          (i)  Intentionally omitted; and

          (j)  Place of Business.  Maker's principal place of business is
               -----------------
     located at 715 South Country Club Drive, Mesa, AZ 85210.

     6.  Affirmative Covenants.  Maker hereby covenants and agrees that, so long
         ---------------------
as any indebtedness under the Note remains unpaid, Maker shall:

          (a)  Use of Proceeds.  Use the proceeds of the Loan to repay certain
               ---------------
<PAGE>
     indebtedness presently outstanding against the Project and held by Payee or
     to capitalize the Borrowers.

          (b)  Financial Statements.  Deliver or cause to be delivered to
               --------------------
     Holder:

                         (i)  As soon as available and in any event within 90
          days after the end of each calendar year, annual financial reports on
          the Project showing all income and expenses certified to be accurate
          and complete by an officer of the Maker; and

                         (ii)  As soon as available and in any event within 45
          days after the end of each of the first three calendar quarters of
          each year, (1)  a detailed comparative earnings statement for such
          quarter and for the period commencing at the end of the previous
          fiscal year and ending with the end of such quarter, and (2) financial
          reports on the Project showing all income and expenses, certified to
          be accurate and complete by an officer of the managing general partner
          of Maker (or, if Maker is a corporation, of Maker); and

                         (iii)  Promptly, such additional financial and other
          information (including, without limitation, information regarding the
          Project) as Holder may from time to time reasonably request.

          (c)  Inspection of Property; Books and Records; Discussions.  Keep
               ------------------------------------------------------
     proper books of record and account in which full, true and correct entries
     in conformity with GAAP and all Requirements of Law shall be made of all
     dealings and transactions in relation to its business and activities and,
     upon reasonable notice, permit representatives of Holder to examine and
     make abstracts from any of its books and records at any reasonable time and
     as often as may reasonably be desired by Holder and to discuss the
     business, operations, properties and financial and other conditions of
     Maker with officers and employees of Maker and with its independent
     certified public accountants.  In addition, on the last day of each
     calendar month on which an Interest payment is due, Maker shall furnish to
     Holder a certified statement of operations of the Project for the calendar
     month in which such Interest payment is due, showing in reasonable detail
     and in a format approved by Holder the Gross Receipts, Operating Expenses,
     and Net Cash Flow, as well as (if required by Holder) all data necessary
     for the calculation of any such amounts.  Maker shall keep and maintain at
     all times full and accurate books of account and records adequate to
     correctly reflect all such amounts.  Such books and records shall be
     available for at least five (5) years after the end of the relevant
     calendar month.  Holder shall have the right to inspect, copy and audit
     such books of account and records at Holder's expense, during reasonable
     business hours, and upon reasonable notice to Maker, for the purpose of
     verifying the accuracy of any principal payments made.  The costs of any
     such audit will be paid by Holder, except that Maker shall pay all
     reasonable costs and expenses of any such audit which discloses that any
     amount properly payable by Maker to Holder hereunder exceeded by five
     percent (5%) or more the amount actually paid and initially reported by
<PAGE>
     Maker as being payable with respect thereto.

          (d)  Notices.  Give prompt written notice to Holder of (a) any claims,
               -------
     proceedings or disputes (whether or not purportedly on behalf of Maker)
     against, or to Maker's knowledge, threatened or affecting Maker or the
     Project which, if adversely determined, could reasonably be expected to
     have a Material Adverse Effect (without in any way limiting the foregoing,
     claims, proceedings, or disputes involving in the aggregate monetary
     amounts in excess of $500,000 not fully covered by insurance shall be
     deemed to be material), or (b) any proposal by any public authority to
     acquire the Project or any portion thereof.

          (e)  Expenses.  Pay all reasonable out-of-pocket expenses (including
               --------
     fees and disbursements of counsel, including special local counsel) of
     Holder, incident to any amendments, waivers and renewals of this Note.
<PAGE>

          (f)  Debt Papers.  Comply with and observe all terms and conditions of
               -----------
     the Debt Papers to which it is subject.

          (g)  INDEMNIFICATION.  INDEMNIFY AND HOLD HARMLESS HOLDER AND ITS
               ---------------
     DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS AND AGENTS (THE "INDEMNIFIED
                                                                -----------
     PARTIES") FROM AND AGAINST ALL DAMAGES AND LIABILITIES (COLLECTIVELY AND
     -------
     SEVERALLY, "LOSSES") ASSESSED AGAINST ANY OF THEM RESULTING FROM THE CLAIMS
                 ------
     OF ANY PARTY RELATING TO OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED
     HEREBY, EXCEPT FOR LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL
     MISCONDUCT OF SUCH INDEMNIFIED PARTY, AND REIMBURSE EACH INDEMNIFIED PARTY
     FOR ANY EXPENSES (INCLUDING THE FEES AND DISBURSEMENTS OF LEGAL COUNSEL)
     REASONABLY INCURRED IN CONNECTION WITH THE INVESTIGATION OF, PREPARATION
     FOR OR DEFENSE OF ANY ACTUAL OR THREATENED CLAIM, ACTION OR PROCEEDING
     ARISING THEREFROM (INCLUDING ANY SUCH COSTS OF RESPONDING TO DISCOVERY
     REQUEST OR SUBPOENAS), REGARDLESS OF WHETHER HOLDER OR SUCH OTHER
     INDEMNIFIED PERSON IS A PARTY THERETO.  WITHOUT DEROGATING THE PROVISIONS
     OF SECTION 20 BELOW, IT IS ACKNOWLEDGED AND AGREED BY MAKER THAT THE
        ----------------
     INDEMNIFICATION RIGHTS OF THE INDEMNIFIED PARTIES HEREUNDER ARE IN ADDITION
     TO AND CUMULATIVE WITH ALL OTHER RIGHTS OF THE INDEMNIFIED PARTIES.  WITH
     REFERENCE TO THE PROVISIONS SET FORTH ABOVE IN THIS SECTION 6(g) FOR
                                                         ------------
     PAYMENT BY MAKER OF ATTORNEYS' FEES INCURRED BY THE INDEMNIFIED PARTIES IN
     ANY ACTION OR CLAIM BROUGHT BY A THIRD PARTY, MAKER SHALL, IF IT ADMITS
     LIABILITY HEREUNDER TO ANY INDEMNIFIED PARTY, DILIGENTLY DEFEND SUCH
     INDEMNIFIED PARTY AND DILIGENTLY CONDUCT THE DEFENSE.  IF HOLDER OR ANY
     OTHER SUCH INDEMNIFIED PARTY DESIRES TO ENGAGE SEPARATE COUNSEL, IT MAY DO
     SO AT ITS OWN EXPENSE; PROVIDED, HOWEVER, THAT SUCH LIMITATION ON THE
     OBLIGATION OF MAKER TO PAY THE FEES OF SEPARATE COUNSEL FOR SUCH
     INDEMNIFIED PARTY SHALL NOT APPLY IF SUCH INDEMNIFIED PARTY HAS RETAINED
     SAID SEPARATE COUNSEL BECAUSE OF A REASONABLE BELIEF THAT MAKER IS NOT
     DILIGENTLY DEFENDING IT AND/OR NOT DILIGENTLY CONDUCTING THE DEFENSE AND SO
     NOTIFIES MAKER.  THE OBLIGATIONS OF MAKER UNDER THIS SECTION 6(g) SHALL
                                                          ------------
     SURVIVE REPAYMENT IN FULL OF THE INDEBTEDNESS EVIDENCED HEREBY.  EXCEPT AS
     OTHERWISE PROVIDED, IT IS THE INTENT OF THIS SECTION 6(g) THAT THE MAKER
                                                  ------------
<PAGE>
     SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM LOSSES
     OCCASIONED BY THE ACTS OR OMISSIONS, INCLUDING, WITHOUT LIMITATION,
     NEGLIGENCE, OF THE INDEMNIFIED PARTIES.

          (g)  Co-operation.  Execute and deliver to Holder any and all
               ------------
instruments, documents and agreements, and do or cause to be done from time to
time any and all other acts, reasonably deemed necessary or desirable by Holder
to effectuate the provisions and purposes of this Note.

          (h)  Requirements of Law.  Comply at all times with all Requirements
               -------------------
     of Law.

          (i)  Management Agreement.  Cause or permit the Project to be
               --------------------
     initially managed by subsidiaries of U-Haul International, Inc. or to be at
     all times managed by a nationally recognized self-storage property
     management company (the "Project Manager") approved by the Holder, which
                              ---------------
     Project Manager shall be employed pursuant to an agreement (the "Property
                                                                      --------
     Management Agreement") approved by the Holder.  In no event shall the fees
     --------------------
     paid (or required to be paid) to the Project Manager exceed six percent
     (6%) of Gross Receipts for any time period.  The Maker agrees, upon request
     of the Holder, to exercise its right to terminate any Project Manager upon
     the occurrence and continuance of (i) an Event of Default, (ii) a Sale of
     U-Haul International, Inc. or such Project Manager, (iii) a breach by such
     Project Manager of its respective Property Management Agreement, or (iv)
     the Net Cash Flow prior to subtracting Interest shall fall twenty percent
     (20%) or more for one complete Loan Year.

     7.  Negative Covenants.  Maker hereby agrees that, as long as any
         ------------------
indebtedness under the Note remains unpaid, Maker shall not, directly or
indirectly:

          (a)  Indebtedness.  Create, incur or assume any Indebtedness except
               ------------
     for: (i) the Loan; (ii) Maker's contingent obligations under the Senior
     Loans; (iii) non-delinquent taxes; (iv) unsecured debt incurred in the
     ordinary course of business and (v) other indebtedness owed to Payee and
     its affiliates.

          (b)  Consolidation and Merger.  Liquidate or dissolve or enter into
               ------------------------
     any consolidation, merger, partnership, joint venture, syndicate or other
     combination (except for a merger or consolidation for the purpose of, and
     having the effect of changing Maker's jurisdiction of organization).

          (c)  Transactions with Affiliates.  Purchase, acquire or lease any
               ----------------------------
     property from, or sell, transfer or lease any property to, or lend or
     advance any money to, or borrow any money from, or guarantee any obligation
     of, or acquire any stock, obligations or securities of, or enter into any
     merger or consolidation agreement, or any management or similar agreement
     with, any Affiliate, or enter into any other transaction or arrangement or
<PAGE>
     make any payment to (including, without limitation, on account of any
     management fees, service fees, office charges, consulting fees, technical
     services charges or tax sharing charges) or otherwise deal with, in the
     ordinary course of business or otherwise, any Affiliate on terms which are
     unreasonably burdensome or unfair, except (i) transactions relating to the
     sharing of overhead expenses, including, without limitation, managerial,
     payroll and accounting and legal expenses, for which charges assessed
     against Maker are not greater than would be incurred by Maker in similar
     transactions with non-Affiliates, or (ii) fair and reasonable transactions
     between Maker and U-Haul International, Inc. and its related companies.

          (d)  Sale of Interests in the Project or in the Maker.  Without
               ------------------------------------------------
     obtaining the prior written consent of Holder (which Holder may withhold or
     condition in its sole and absolute discretion), cause, permit or acquiesce
     in any Sale or Financing.

          (e)  Distributions.  Notwithstanding anything to the contrary
               -------------
     contained in this Note or the Debt Papers, Maker shall not make any
     distributions to any of its partners, except for distributions of amounts
     not in excess of (i) the Catch-Up Amount for any quarter, (ii) any Net Cash
     Flow for any quarter remaining after the payment to Holder of all Interest
     and the Catch-Up Amount payable for and with respect to such quarter, and
     (iii) upon the Sale or Financing any Net Sale or Financing proceeds
     remaining after payment to Holder of the amounts to which Holder is
     entitled hereunder in connection therewith.

          (f)  Business.  Engage, directly or indirectly, in any business other
               --------
     than that arising out of the issuance of this Note, entering into the Debt
     Papers, taking the actions required to be performed under the Debt Papers
     and operating the Mortgaged Properties.

          (g)  No Bankruptcy Filing.  To the extent permitted by law, without
               --------------------
     the unanimous consent of the Board of Directors of the Maker (for these
     purposes such Board of Directors will not include any committee thereof)
     voluntarily file any petition for bankruptcy, reorganization, assignment
     for the benefit of creditors or similar proceeding.

          (h)  No Joint Venture.  Engage in a joint venture or become a partner
               ----------------
     with any other Person.

     8.   Event of Default; Remedies.  Any one of the following occurrences
          --------------------------
shall constitute an Event of Default under this Note:

          (a)  The failure by the undersigned to make any payment of principal,
     Interest or Yield Maintenance Premium upon this Note as and when the same
     becomes due and payable in accordance with the provisions hereof, and the
     continuation of such failure for a period of ten (10) days after notice
     thereof to the Maker;

          (b)  The failure by the Maker to deposit in any account established
<PAGE>
     and maintained pursuant to any collection account agreement any amount
     required to be deposited in such account within 2 days of when required
     pursuant to the terms of such collection account agreement;

          (c)  Any representation, warranty or certification made by Maker under
     any Debt Paper or in any report, certificate or financial statement
     delivered to the Holder under or in connection with any Debt Paper is
     materially inaccurate or incomplete as of the date made; provided, however,
     that such inaccurate or incomplete representation, warranty or
     certification is material and cannot be cured without material prejudice to
     the Holder within 30 days written notice thereof to the Maker;

          (d)  The failure by Maker to perform any obligation under, or the
     occurrence of any other default with respect to any provision of, this Note
     other than as described in any of the other clauses of this Section 8, and
     the continuation of such default for a period of 30 days after written
     notice thereof to the Maker;

          (e)  The occurrence of any Default under the Debt Papers;

          (f)  (i) Maker shall file, institute or commence any case, proceeding
     or other action (A) under any existing or future law of any jurisdiction,
     domestic or foreign, relating to bankruptcy, insolvency, reorganization or
     relief of debtors, seeking to have an order for relief entered with respect
     to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
     reorganization, arrangement, adjustment, winding-up, liquidation,
     dissolution, composition or other relief with respect to it or its debts,
     or (B) seeking appointment of a receiver, trustee, custodian or other
     similar official for it or for all or any substantial part of its assets,
     or Maker shall make a general assignment for the benefit of its creditors;
     or (ii) there shall be filed, instituted or commenced against Maker any
     case, proceeding or other action of a nature referred to in clause (i)
     above which (A) results in the entry of any order for relief or any such
     adjudication or appointment, or (B) remains undismissed undischarged for a
     period of 60 days; or (iii) there shall be commenced against Maker any
     case, proceeding or other action seeking issuance of a warrant of
     attachment, execution, distraint or similar process against all or
     substantially all of its assets which results in the entry of an order for
     any such relief which shall not have been vacated, discharged, stayed,
     satisfied, or bonded to Holder's satisfaction pending appeal, within 60
     days from the first entry thereof; or (iv) Maker shall take any action in
     furtherance of, or indicating its consent to, approval of, or acquiescence
     in, any of the acts described in any of the preceding clauses (i) , (ii) or
     (iii); or (v) Maker shall not, or shall be unable to, or shall admit in
     writing its inability to, pay its debts as they become due, or shall in
     writing admit that it is insolvent;

          (g)  One or more judgments or decrees in an aggregate amount exceeding
     $1,000,000.00 shall be entered against Maker and all such judgments or
     decrees shall not have been vacated, discharged, stayed, satisfied, or
     bonded to Holder's satisfaction pending appeal within 60 days from the
<PAGE>
     first entry thereof; or

          (h)  The occurrence of a Event of Default under the promissory notes
     evidencing the Senior Loans.

Upon the occurrence of any Event of Default hereunder:  the entire unpaid
principal balance of, and any unpaid Basic Interest and Additional Interest then
accrued on, this Note together with the Yield Maintenance Premium, if any, and
other charges payable pursuant to the Debt Papers shall, at the option of the
Holder hereof and without demand or notice of any kind to the undersigned or any
other person, immediately become and be due and payable in full (except that
such acceleration shall occur automatically upon the occurrence of any Event of
Default described in the preceding clause (e) of this Section 8, without further
action or decision by Holder); and the Holder shall have and may exercise any
and all rights and remedies available at law or in equity and also any and all
rights and remedies provided in the Mortgage and any of the other Security
Documents.

     9.  Offset.  In addition to (and not in limitation of) any rights of offset
         ------
that the Holder hereof may have under applicable law, upon the occurrence of any
Event of Default hereunder the Holder hereof shall have the right, immediately
and without notice, to appropriate and apply to the payment of this Note any and
all balances, credits, deposits, accounts or moneys of the Maker then or
thereafter with or held by the Holder hereof.

     10.  Allocation of Balances or of Payments.  At any and all times until
          -------------------------------------
this Note and all amounts hereunder (including principal, Interest, and other
charges and amounts, if any) are paid in full, all payments (whether of
principal, Interest or other amounts) made by the undersigned or any other
person (including any guarantor) to the Holder hereof may be allocated by the
Holder to principal, Interest or other charges or amounts as the Holder may
determine in its sole, exclusive and unreviewable discretion (and without notice
to or the consent of any person).

     11.  Captions.  Any headings or captions in this Note are inserted for
          --------
convenience of reference only, and they shall not be deemed to constitute a part
hereof, nor shall they be used to construe or interpret the provisions of this
Note.

     12.  Waiver.
          ------

          (a)  Maker, for itself and for its successors, transferees and assigns
     and all guarantors and endorsers, hereby waives diligence, presentment and
     demand for payment, protest, notice of protest and nonpayment, dishonor and
     notice of dishonor, notice of the intention to accelerate, notice of
     acceleration, and all other demands or notices of any and every kind
     whatsoever (except only for any notice of default expressly provided for in
     Section 8 of this Note or in the Security Documents) and the undersigned
     ---------
     agrees that this Note and any or all payments coming due hereunder may be
     extended from time to time in the sole discretion of the Holder hereof
     without in any way affecting or diminishing their liability hereunder.
<PAGE>

          (b)  No extension of the time for the payment of this Note or any
     payment becoming due or payable hereunder, which may be made by agreement
     with any Person now or hereafter liable for the payment of this Note, shall
     operate to release, discharge, modify, change or affect the original
     liability under this Note, either in whole or in part, of the Maker if it
     is not a party to such agreement.

          (c)  No delay in the exercise of any right or remedy hereunder shall
     be deemed a waiver of such right or remedy, nor shall the exercise of any
     right or remedy be deemed an election of remedies or a waiver of any other
     right or remedy.  Without limiting the generality of the foregoing, the
     failure of the Holder hereof promptly after the occurrence of any Event of
     Default hereunder to exercise its right to declare the indebtedness
     remaining unmatured hereunder to be immediately due and payable shall not
     constitute a waiver of such right while such Event of Default continues nor
     a waiver of such right in connection with any future Event of Default on
     the part of the undersigned.

     13.  Payment of Costs.  The undersigned hereby expressly agrees that upon
          ----------------
the occurrence of any Event of Default under this Note, the undersigned will pay
to the Holder hereof, on demand, all costs of collection or enforcement of every
kind, including (but not limited to) all attorneys' fees, court costs, and other
costs and expenses of every kind incurred by the Holder hereof, on demand, all
costs of collection or enforcement of every kind, including (but not limited to)
all attorneys' fees, court costs, and other costs and expenses of every kind
incurred by the Holder hereof in connection with the protection or realization
of any or all of the security for this Note, whether or not any lawsuit is ever
filed with respect thereto.

     14.  The Debt Papers.  This Note is unsecured.  The Senior Loans are
          ---------------
secured by, inter alia,  certain Deeds of Trust (and Mortgages, and Deeds to
            ----- ----
Secure Debt), Assignment of Leases and Rents, Security Agreement and Financing
Statement, made and granted by subsidiaries of Maker to or for the benefit of
the Senior Holders, respectively, which create liens on real estate in the
Project and which also creates a security interest in personal property located
thereat or utilized in connection therewith, and each and every additional
document or instrument which may at any time be delivered to the Senior Holders
as security under the Senior Loans, as any of the same may at any time or from
time to time be amended, modified or restated, and together with all
substitutions and replacements therefor, are sometimes referred to collectively
herein as the "Security Documents").  Reference should be made to the Security
               ------------------
Documents for a description of the property encumbered thereby and the nature
and extent of the security thereof. The Security Documents and all other
documents executed in connection with the Senior Loans are sometimes referred to
herein collectively herein as the "Debt Papers". Notwithstanding anything to the
                                   -----------
contrary set forth or implied herein, THIS NOTE IS NOT INDEBTEDNESS OF THE
BORROWERS OR ANY OF THEM, AND IS NOT SECURED, WHETHER DIRECTLY OR INDIRECTLY, by
THE PROJECT OR ANY COLLATERAL OR PROPERTY OWNED OR OPERATED BY THE BORROWERS, or
ANY OF THEM.
<PAGE>

     15.  Notices.  All notices, demands and other communications hereunder to
          -------
either party shall be made in writing and shall be deemed to have been given
when actually received or, if mailed, on the first to occur of actual receipt or
the third business day after the deposit thereof in the United States mails, by
registered or certified mail, postage prepaid, addressed as follows:



     If to the Maker: SAC Holding Corporation
                      715 South Country Club Drive
                      Mesa, AZ 85210
                      Attention:  President

     If to the Holder:   U-Haul International, Inc.
                         2721 North Central Avenue
                         Phoenix, Arizona 85004
                         Attention: Treasurer


or to either party at such other address as such party may designate as its
address for the receipt of notices hereunder in a written notice duly given to
the other party.

     16.  Time of the Essence.  Time is hereby declared to be of the essence of
          -------------------
this Note and of every part hereof.

     17.  Governing Law.  This Note shall be governed by and construed in
          -------------
accordance with the internal laws of the State of Arizona.

     18.  Jurisdiction.  In any controversy, dispute or question arising
          ------------
hereunder or under the other Debt Papers, the Maker consents to the exercise of
jurisdiction over its person and property by any court of competent jurisdiction
situated in the State of Arizona (whether it be a court of the State of Arizona,
or a court of the United States of America situated in the State of Arizona),
and in connection therewith, agrees to submit to, and be bound by, the
jurisdiction of such court upon the Holder's mailing of process by registered or
certified mail, return receipt requested, postage prepaid, within or without the
State of Arizona, to the Maker at its address for receipt of notices under this
Note.

     19.  HOLDER NOT PARTNER OF MAKER.  UNDER NO CIRCUMSTANCES WHATSOEVER SHALL
          ---------------------------
THE HOLDER OF THIS NOTE BE DEEMED TO BE A PARTNER OR A CO-VENTURER WITH MAKER OR
WITH ANY OTHER PERSON.  MAKER SHALL NOT REPRESENT TO ANY PERSON THAT THE MAKER
AND THE HOLDER HEREOF ARE PARTNERS OR CO-VENTURERS.  ANY AND ALL ACTIONS BY THE
<PAGE>
HOLDER HEREOF IN EXERCISING ANY RIGHTS, REMEDIES OR PRIVILEGES HEREOF OR IN
ENFORCING THIS NOTE OR THE OTHER DEBT PAPERS WILL BE EXERCISED BY THE HOLDER
SOLELY IN FURTHERANCE OF ITS ROLE AS A SECURED LENDER.

     20.  Intentionally omitted.
          ---------------------

     21.  JURY TRIAL.  THE MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY
          ----------
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE
OR ANY DEBT PAPERS TO WHICH IT IS A PARTY, OR UNDER ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN
CONNECTION WITH THIS NOTE OR ANY DEBT PAPERS, AND AGREES THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

     22.  Entire Agreement.  This Note and the other Security Documents
          ----------------
constitute the entire agreement between Maker and Payee.  No representations,
warranties, undertakings, or promises whether written or oral, expressed or
implied have been made by the Payee or its agent unless expressly stated in this
Note or the Security Documents.
<PAGE>

























                     [THIS SPACE INTENTIONALLY LEFT BLANK]
<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed and delivered this Note,
pursuant to proper authority duly granted, as of the date and year first above
written.


            SAC HOLDING CORPORATION
            a Nevada corporation

            By:  /S/ Mark V. Shoen
                 ----------------------------------

            Its: President
                 ----------------------------------
<PAGE>
<TABLE>




                                  Schedule A

                           Description of the Project
<CAPTION>

Number  Name                        Street Address           City             State
<S>     <C>                         <C>                      <C>              <C>
704027  U-HAUL CT OF TIGARD         11552 SW PACIFIC HWY     TIGARD           OR
710022  U-HAUL CENTER OF VACAVILLE  1240 E MONTE VISTA AVE   VACAVILLE        CA
713059  U-HAUL CTR COVINA           1040 NORTH AZUSA AVE     COVINA           CA
715059  U-HAUL LAMBERT ROAD         661 E LAMBERT            LA HABRA         CA
723031  U-HAUL CENTER HAYDEN ROAD   15455 NORTH 84TH STREET  SCOTTSDALE       AZ
744023  U-HAUL CENTER GRISSOM ROAD  5420 GRISSOM ROAD 215    SAN ANTONIO      TX
745045  U-HAUL CENTER I-10 WEST     10220 OLD KATY ROAD      HOUSTON NORTH    TX
747055  U-HAUL CTR TULANE           2801 TULANE AVE          NEW ORLEANS      LA
747073  U-HAUL GAUSE BLVD           1685 GAUSE BOULEVARD     SLIDELL          LA
777024  U-HAUL CENTER OLD NATL HWY  5390 OLD NATL HWY        COLLEGE PARK     GA
779069  U-HAUL CENTER SAVANNAH      8810 ABERCORN EXPY       SAVANNAH         GA
785053  U-HAUL CENTER GOLDENROD     508 N GOLDENROD ROAD     ORLANDO          FL
788052  U-HAUL CTR BROWARD          2800 W BROWARD BLVD      FORT LAUDERDALE  FL
796067  U-HAUL OF HYANNIS           594 BEARSES WAY          HYANNIS          MA
811055  U-HAUL MECHANICSBRG         4725 OLD GETTYSBURG      MECHANICSBURG    PA
836042  U-HAUL CTR OF N RICHLAND    8221 GRAPEVINE HWY       NORTH RICHLAND   TX
884085  U-HAUL WORCESTER            495 SHREWSBURY STREET    WORCESTER        MA
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>8
<FILENAME>p66363aex10-11.txt
<DESCRIPTION>EX-10.11
<TEXT>
<PAGE>
                                                                  Exhibit 10.11

PROMISSORY NOTE

Maximum principal amount of                            dated as of June 8, 2001
$25,000,000.00

     FOR VALUE RECEIVED, the undersigned SAC Holding Corporation, a Nevada
corporation (the "Maker" or the "undersigned"), promises to pay to the order of
                  -----          -----------
Nationwide Commercial Co., an Arizona corporation, ("Payee"), at the principal
                                                     -----
office of the Payee at 2721 North Central Avenue, Phoenix, Arizona 85004 or at
such other place or places as the holder hereof may from time to time designate
in writing, the principal sum of up to Twenty-Five Million ($25,000,000), or, if
less, the aggregate unpaid principal amount of the Loan made by Payee to Maker,
with Interest on the principal balance outstanding from time to time, all as
hereinafter set forth.

     1.   Definitions.  As used in this Note, each of the following terms shall
          -----------
have the following meanings, respectively:

          "Accrual Rate":  shall mean the annual interest rate of eight percent
           ------------
     (8.0%).

          "Additional Interest":  shall mean and include both Cash Flow
          ---------------------
     Contingent Interest and Capital Proceeds Contingent Interest.

          "Adjusted Operating Expenses":  shall mean Operating Expenses (i) to
          -----------------------------
     account for all actual or required Operating Expenses as opposed to
     escrowed or estimated payments made pursuant to the Senior Loans or
     otherwise and (ii) such other adjustments to Operating Expenses to adjust
     for seasonal, extraordinary or non-customary expenses and costs and other
     abnormalities.

          "Affiliate":  of any specified Person shall mean (i) any other Person
          -----------
     controlling or controlled by or under common control with such specified
     Person and (ii) any limited partner of such Person if such Person is a
     limited partnership, any shareholder of such Person if such Person is a
     corporation, or any member of such Person if such Person is a limited
     liability company.  For the purposes of this definition, "control," when
     used with respect to any specified Person, means the power to direct the
     management and policies of such person, directly or indirectly, whether
     through the ownership of voting securities, by contract, or otherwise; and
     the terms "controlling" and "controlled" have meanings correlative to the
     foregoing.

          "Basic Interest":  shall have the meaning given it in Section 2(a) and
          ----------------                                      ------------
     2(b) below.
     ----

          "Borrowers": collectively, Fourteen SAC Self-Storage Corporation, a
           ---------
     Nevada corporation, and Seventeen SAC Self-Storage Corporation, a Nevada
     corporation.
<PAGE>

          "Capital Proceeds Contingent Interest":  shall have the meaning given
          --------------------------------------
     it in Section 2(h)(i) below.
           ---------------

          "Cash Flow Contingent Interest":  shall have the meaning given it in
          -------------------------------
     Section 2(e) below.
     ------------

          "Catch-Up Payment":  shall have the meaning given it in Section 2(d).
          ------------------                                      ------------

          "Debt Papers":  is defined in Section 14 below.
          -------------                 ----------

          "Deferred Interest":  shall have the meaning given it in Section 2(a).
          -------------------                                      ------------

          "GAAP": shall mean generally accepted accounting principles as used
          ------
     and understood in the United States of America from time to time.

          "Gross Income":  shall equal Gross Receipts for the applicable twelve
          --------------
     (12) month period less (i) sale tax and other similar taxes, (ii)
     condemnation awards, (iii) casualty or other insurance proceeds, (iv)
     proceeds of any borrowing, (v) proceeds of any or sale of any Mortgaged
     Properties, (vi) proceeds of any sale of assets outside the ordinary course
     of business, (vii) revenues relating to equipment or vehicle rentals and
     (vii) any revenue generated other than in connection with the use of the
     Mortgaged Properties.

          "Gross Receipts":  shall mean, for any period all gross receipts,
          ----------------
     revenues and income of any and every kind collected or received by or for
     the benefit or account of Maker and the Borrower during such period arising
     from the ownership, rental, use, occupancy or operation of the Project or
     any portion thereof.  Gross Receipts shall include, without limitation, all
     receipts from all tenants, licensees and other occupants and users of the
     Project or any portion thereof, including, without limitation, rents,
     security deposits and the like, interest earned and paid or credited on all
     Maker's or the Borrowers' deposit accounts related to the Project, all
     proceeds of rent or business interruption insurance, and the proceeds of
     all casualty insurance or eminent domain awards to the extent not (i)
     applied, or reserved and applied within six (6) months after the creation
     of such reserve, to the restoration of the Project in accordance with the
     Mortgage, (ii) paid to Holder to reduce the principal amount of the Loan or
     (iii) paid to reduce the principal amount of the Senior Loans.  Gross
     Receipts shall include the net commission payable from U-Haul
     International, Inc. for the rental of its equipment (whether or not such
     equipment is owned by the Owner of the Mortgaged Property) at any Mortgaged
     Property; provided however that such net commissions payable shall not be
     included in Gross Receipts until the 15th day of the month following the
     month in which such rental occurred, all in accordance with the customary
     procedure for the payment of net commission.  Gross Receipts shall not
     include any capital contributed to Maker, whether in the form of a loan or
<PAGE>
     equity, or any proceeds from any loan made to Maker. Any receipt included
     within Gross Receipts in one period shall not be included within Gross
     Receipts for any other period (i.e., no item of revenue or receipts shall
                                    ----
     be counted twice).

          "Highest Lawful Rate": shall mean the maximum rate of interest which
          ---------------------
     the Holder is allowed to contract for, charge, take, reserve, or receive
     under applicable law after taking into account, to the extent required by
     applicable law, any and all relevant payments or charges hereunder.

          "Holder":  shall mean at any particular time, the Person that is then
          --------
     the holder of this Note.

          "Interest":  shall mean Additional Interest, Basic Interest and
          ----------
     Deferred Interest.

          "Loan":  shall mean the unsecured loan in the amount of up to
          ------
     $25,000,000.00 made by Payee to Maker and evidenced by this Note or up to
     such amount as may have been advanced by Payee to Maker from time to time.

          "Loan Year":  shall mean a year commencing on the date of this Note,
          -----------
     or an anniversary thereof, and ending 365 days (or 366 days in a leap year)
     thereafter.

          "Management Fee":  shall mean the fee paid to the Project Manager
          ----------------
     pursuant to the Property Management Agreement which fee shall in no event
     exceed six percent (6.0%) of Gross Receipts.

          "Material Adverse Effect":  shall mean the likely inability or
          -------------------------
     reasonably anticipated inability of Maker to pay the Loan and perform its
     other obligations in compliance with the terms of the Debt Papers.

          "Maturity Date":  shall mean the first to occur of the Stated Maturity
          ---------------
     Date and the earlier date (if any) on which the unpaid principal balance
     of, and unpaid Interest on, this Note shall become due and payable on
     account of acceleration by the Holder hereof.

          "Mortgage":  shall mean collectively the Deeds of Trust (and
          ----------
     Mortgages, and Deeds to Secure Debt), Assignment of Leases and Rents,
     Security Agreement and Financing Statement securing the promissory note
     representing the Senior Loans, as the same may be amended, modified or
     restated from time to time and together with all replacements and
     substitutions therefor.  The Mortgage is more fully identified in Section
                                                                       -------
     14 below.
     --

          "Mortgaged Properties": shall mean the properties of the Borrowers
          ----------------------
     identified on Schedule A hereto.
<PAGE>

          "Net Capital Proceeds":  shall have the meaning given it in Section
          ----------------------                                      -------
     2(h)(iv) below.
     --------

          "Net Cash Flow":  shall mean, for any period, the amount by which the
          ---------------
     Gross Receipts for such period exceed the sum of Interest paid during such
     period, Operating Expenses paid for and with respect to such period, and
     interest paid under and on account of the Senior Loans during such period;
     but Net Cash Flow for any period shall not be less than zero.

          "Net Cash Flow Before Debt Service":  shall mean, for any period, the
          -----------------------------------
     amount by which the Gross Receipts for such period exceed the Operating
     Expenses for and with respect to such period.

          "Net Operating Income":  shall mean the "Gross Income" generated by
          ----------------------
     the Project less Adjusted Operating Expenses, adjusted to reflect a ninety-
     five (95%) percent occupancy on a per Mortgaged Property basis for of the
     Project.

          "Note": shall mean this Promissory Note as it may be amended,
          ------
     modified, extended or restated from time to time, together with all
     substitutions and replacements therefor.

          "Operating Expenses":  shall mean, for any period, all cash
          --------------------
     expenditures of Maker or the Borrowers actually paid (and properly payable)
     during such period for (i) payments into escrow pursuant to the Debt Papers
     for real and personal property taxes; (ii) real and personal property taxes
     on the Project (except to the extent paid from escrowed funds); (iii)
     premiums for liability, property and other insurance on the Project; (iv)
     the Management Fee; (v) sales and rental taxes relating to the Project
     (except to the extent paid from the Tax and Insurance Escrow Account); and
     (vi) normal, reasonable and customary operating expenses of the Project.
     In no event shall Operating Expenses include amounts distributed to the
     partners or shareholder's of Maker or the Borrowers, payments to Affiliates
     not permitted under Section 7(c) below, any payments made on the Loan or
                         ------------
     any other loan obtained by Maker, amounts paid out of any funded reserve
     expressly approved by Holder, non-cash expenses such as depreciation, or
     any cost or expense related to the restoration of the Project in the event
     of a casualty or eminent domain taking paid for from the proceeds of
     insurance or an eminent domain award or any reserve funded by insurance
     proceeds or eminent domain awards.

          "Pay Rate":  shall mean the annual interest rate of two percent
          ----------
     (2.0%).

          "Pay Rate Interest":  shall mean for any period the amount of Basic
          -------------------
     Interest payable for such period less the amount of Deferred Interest which
     accrued during such period.

          "Person":  shall mean any corporation, natural person, firm, joint
          --------
     venture, general partnership, limited partnership, limited liability
     company, trust, unincorporated organization, government or any department
<PAGE>
     or agency of any government.

          "Present Value":  shall have the meaning given such term in Section
          ---------------                                             -------
     4(c) below.
     ----

          "Project":  shall mean the real estate, the improvements and the
          ---------
     personal property identified on Schedule A hereto, taken together
     collectively.

          "Project Manager":  shall have the meaning given it in Section 6(j)
          -----------------                                      ------------
     below.

          "Property Management Agreement":  shall have the meaning given such
          -------------------------------
     term in Section 6(j) below.
             ------------

          "Requirements of Law":  shall mean, as to any Person, requirements as
          ---------------------
     set out in the provisions of such Person's Articles of Incorporation and
     Bylaws (in the case of a corporation) partnership agreement and certificate
     or statement of partnership (in the case of a partnership) or other
     organizational or governing documents, or as set out in any law, treaty,
     rule or regulation, or final and binding determination of an arbitrator, or
     determination of a court or other federal, state or local governmental
     agency, authority or subdivision applicable to or binding upon such Person
     or any of its property or to which such Person or any of its property is
     subject, or in any private covenant, condition or restriction applicable to
     or binding upon such Person or any of its property or to which such Person
     or any of its property is subject.

          "Sale":  shall mean any direct or indirect sale, assignment, transfer,
          ------
     conveyance, lease (except for leases or licenses of terms not exceeding 1
     year to tenants in the ordinary course of business complying with standards
     and in a form approved by Payee) or disposition of any kind whatsoever of
     the Project, or of any portion thereof or interest (whether legal,
     beneficial or otherwise) of 25% or more (in the aggregate of all such
     sales, transfers, assignments, etc., made at any time or from time to time,
     taken together) of all equity interests in Maker.

          "Security Documents":  shall mean the documents and instruments
          --------------------
     included within the definition of the term "Security Documents" as provided
                                                 ------------------
     in Section 14 below.
        ----------

          "Senior Loan Documents":  shall mean and include, at any time, all
          -----------------------
     promissory notes, mortgages and other documents and instruments which
     create, evidence or secure all or any part of the Senior Loans.

          "Senior Lender" shall mean UBS Warburg Real Estate Investments, Inc.
          ---------------
     or designee and/or such other Person who may extend a senior loan with
     respect to the Project or any portion thereof, as the context may so
     require, in its capacity as the lender under the Senior Loans.
<PAGE>

          "Senior Loans":  shall mean, collectively, (i) that certain loan in
          --------------
     the amount of $13,515,000.00 made by Senior Lender to the Fourteen SAC Self
     Storage Corporation; (ii) that certain loan in the amount of $16,485,000.00
     made by Senior Lender to the Seventeen SAC Self Storage Corporation; and/or
     (viii) any other senior loan secured by the Project or any portion thereof.

          "Stated Maturity Date":  shall mean the earlier of January 1, 2021 and
          ----------------------
     the date on which all of the Property Management Agreements are terminated
     in accordance with Section 6 thereof,  or on demand by Payee.

          "Tax and Insurance Escrow Account":  shall mean any impound account
          ----------------------------------
     established pursuant to the Senior Loans, or any of them, and may include
     without limitation, impounds for capital repairs and replacements.

          "Triggering Event":  shall have the meaning given it in Section
          ------------------                                      -------
     2(h)(ii) below.
     --------

          "Yield Maintenance Premium":  shall have the meaning given such term
          ---------------------------
     in Section 4(b) below.
        ------------

     2.  Interest.
         --------

          (a)  Basic Interest Rate Prior to Maturity.  Prior to the Maturity
               -------------------------------------
     Date, interest ("Basic Interest") shall accrue on the principal balance of
                      --------------
     the Note outstanding from time to time at the Accrual Rate.  Such interest
     shall be paid as follows:  quarterly in arrears, on the first business day
     of each calendar quarter.  Maker shall pay to Holder an amount calculated
     by applying the Pay Rate to the principal balance outstanding hereunder;
     and, the remainder of the Basic Interest accrued hereunder at the Accrual
     Rate during such quarter through the last day of such quarter ("Deferred
                                                                     --------
     Interest") shall be deferred, shall be payable as and at the time provided
     --------
     in Section 2(d) below, and commencing on the day payment of Basic Interest
        ------------
     at the Pay Rate is due for such quarter, interest shall accrue on such
     Deferred Interest at the Accrual Rate (and any accrued interest thereon,
     shall be considered part of Deferred Interest).

          (b)  Post-Maturity Basic Interest.  From and after the Maturity Date
               ----------------------------
     interest ("Post Maturity Basic Interest") shall accrue and be payable on
                ----------------------------
     the outstanding principal balance hereof until paid in full at an annual
     rate equal to fifteen percent (15%) and such Post Maturity Basic Interest
     shall be payable upon demand.

          (c)  Computations.  All computations of interest and fees payable
               ------------
     hereunder shall be based upon a year of 360 days for the actual number of
     days elapsed.
<PAGE>

          (d)  Deferred Interest.  Deferred Interest shall be paid as follows:
               -----------------

               (i)  On each quarterly date for the payment of Basic Interest,
          Maker shall pay an amount (the "Catch-Up Payment") equal to the lesser
                                          ----------------
          of (i) the aggregate outstanding Deferred Interest on the last day of
          the quarter for which such payment is being made and (ii) ninety
          percent (90%) of the result of subtracting from Net Cash Flow Before
          Debt Service for that quarter the sum of principal and interest paid
          on the Senior Loans by the borrowers thereunder for such period plus
          an additional amount equal to twice the Pay Rate Interest for such
          period;

               (ii)  All unpaid Deferred Interest shall be paid on the Maturity
          Date; and

               (iii) No payment of Deferred Interest may, when added to all
          other payments of interest or payments construed as interest, shall
          exceed the Highest Lawful Rate.

          (e)  Cash Flow Contingent Interest.  In addition to Basic Interest and
               -----------------------------
     Deferred Interest, on each date on which Basic Interest is payable
     hereunder, Maker shall pay to Holder interest ("Cash Flow Contingent
                                                     --------------------
     Interest") in an amount equal to the amount (if any) by which ninety
     --------
     percent (90%) of the result of subtracting from Net Cash Flow Before Debt
     Service for that quarter the sum of principal and interest paid on the
     Senior Loans for such period plus an additional amount equal to twice the
     Pay Rate Interest for such period each calculated as of that date exceeds
     the Catch-Up Payment paid on that date by Maker to Holder.  Additionally,
     at the time of the closing of any impound accounts established pursuant to
     the Senior Loan Documents, deposits into which are considered Operating
     Expenses, Cash Flow Contingent Interest shall be due to the Holder on the
     balances in those accounts except to the extent such balances are paid to
     the Senior Lender.

          (f)  Quarterly Statements; Adjustment of Payments. On the due date for
               --------------------------------------------
     each payment of Basic Interest, Maker shall deliver to Holder a certified
     statement of operations of the Project for the calendar quarter or other
     period with respect to which such Basic Interest is due, showing in
     reasonable detail and in a format approved by Holder respective amounts of,
     and the method of calculating, the Gross Receipts, Gross Income, Operating
     Expenses, Net Cash Flow, Catch-Up Amount and Cash Flow Contingent Interest
     for the preceding calendar quarter, as well as (if requested by Holder) all
     data necessary for the calculation of any such amounts.  Maker shall keep
     and maintain at all times full and accurate books of account and records
     adequate to correctly reflect all such amounts.  Such books and records
     shall be available for at least five years after the end of the calendar
     quarter to which they relate.  Holder shall have the right to inspect, copy
     and audit such books of account and records during reasonable business
     hours, and upon reasonable notice to Maker, for the purpose of verifying
     the accuracy of any payments made on account of Cash Flow Contingent
     Interest.  The costs of any such audit will be paid by Holder, except that
     Maker shall pay all reasonable costs and expenses of any such audit which
<PAGE>
     discloses that any amount properly payable by maker to Holder hereunder
     exceeded by five percent (5%) or more the amount actually paid and
     initially reported by maker as being payable with respect thereto.

          (g)  Prorations of Cash Flow Contingent Interest. Cash Flow Contingent
               -------------------------------------------
     Interest shall be equitably prorated on the basis of a 365-day year for any
     partial calendar quarter in which the term of the Loan commences or in
     which the Note is paid in full.  If the payment of Cash Flow Contingent
     Interest due on the Maturity Date is made before the delivery to Holder of
     the quarterly statement for the then current calendar quarter, then Maker
     shall pay to Holder on Maturity Date an estimate of such amount.  Maker
     shall subsequently deliver to Holder an operating statement as required by
     Section 2(f) for the quarter in which the Maturity Date occurred, and an
     ------------
     appropriate adjustment of the estimated amount previously paid by Maker
     shall be made by the parties within ten (10) days after the operating
     statement for such final quarter is delivered to Holder.

          (h)  Capital Proceeds Contingent Interest.
               ------------------------------------

               (i)  Capital Proceeds Contingent Interest Defined. Maker shall
                    --------------------------------------------
     pay to Holder, in addition to Basic Interest, Deferred Interest and Cash
     Flow Contingent Interest, at the time or times and in the manner
     hereinafter described, an amount equal to ninety percent (90%) of the Net
     Capital Proceeds resulting from, or determined at the time of, any of the
     Triggering Events described below (collectively, "Capital Proceeds
                                                       ----------------
     Contingent Interest").
     -------------------

               (ii)  Events Triggering Payment of Net Capital Proceeds.  Capital
                     -------------------------------------------------
     Proceeds Contingent Interest shall be due and payable concurrently with the
     occurrence of each and every one of the following events (collectively
     "Triggering Events", and individually, a "Triggering Event"):
      -----------------                        ----------------

                    (A)  Project Sale or Financing.  The closing of any Sale of
                         -------------------------
     the Project (any such event is hereinafter collectively referred to as a
     "Sale or Financing");
      -----------------

                    (B)  Default Occurrence.  The occurrence of any Event of
                         ------------------
     Default which is not fully cured within the period of time, if any,
     expressly provided for cure herein, and the acceleration of the maturity of
     the Loan on account thereof (hereinafter collectively referred to as a
     "Default Occurrence"); and
      ------------------

                    (C)  Maturity Occurrence.  The occurrence of the Maturity
                         -------------------
     Date or the prepayment by Maker (if permitted hereunder) of all principal
     and accrued Basic Interest (including, without limitation, Deferred
     Interest) and Cash Flow Contingent Interest outstanding on the Loan (the
     "Maturity Occurrence").
      -------------------
<PAGE>

               (iii)  Notice of Triggering Event: Time for Payment of Capital
                      -------------------------------------------------------
     Proceeds Contingent Interest.  Maker shall notify Holder of the occurrence
     ----------------------------
     of a Triggering Event, and shall pay Holder the full amount of any
     applicable Capital Proceeds Contingent Interest which is payable in
     connection therewith, as follows:

                    (A)  In the case of any Sale or Financing or the Maturity
     Occurrence, Maker shall give Holder written notice of any such Triggering
     Event not less than seventy five (75) days before the date such Triggering
     Event is to occur.  Any Capital Proceeds Contingent Interest due Holder on
     account of any Sale or Financing or the Maturity Occurrence shall be paid
     to Holder on the date such Triggering Event occurs.

                    (B)  In the case of a Default Occurrence, no notice of such
     a Triggering Event need be given by Maker.  In such event, payment of any
     and all Capital Proceeds Contingent Interest on account of the Default
     Occurrence shall be immediately due and payable upon acceleration of the
     maturity of the Loan.

               (iv)  Determination of Net Capital Proceeds.  Prior to the
                     -------------------------------------
     occurrence of a Triggering Event (or, in the event of a Default Occurrence,
     within a reasonable time thereafter), the "Net Capital Proceeds" resulting
                                                --------------------
     from such Triggering Event shall be determined as follows:

                    (A)  Net Capital Proceeds From Sale or Financing.  Except as
                         -------------------------------------------
     provided in Section 2(h)(iv)(B) below, in the event of a Sale or Financing,
                 -------------------
     "Net Capital Proceeds" shall be the amount which is equal to: (I) either
      --------------------
     (x) the Gross Capital Proceeds (as hereinafter defined) realized from the
     Project, or (y) the fair market value of the Project determined pursuant to
     Section 2(h)(v) below, if Holder in its discretion requires such a
     ---------------
     determination, minus (II) the sum of: (aa) reasonable brokerage commissions
                    -----
     (excluding any payments to any Affiliate of Maker to the extent such
     payments exceed those which would have been due as commissions to a non-
     Affiliate broker rendering identical services), title insurance premiums,
     documentary transfer taxes, escrow fees and recording charges, appraisal
     fees, reasonable attorneys' fees and costs, and sales taxes (if any), in
     each case actually paid or payable by Maker in connection with the Sale or
     Financing, plus (bb) all payments of principal and Deferred Interest paid
     to Holder an account of this Note from the proceeds of such Sale or
     Financing, plus (cc) an amount equal to all payments of principal and
     interest on the Senior Loans made from the proceeds of such Sale or
     Financing, plus (dd) any amount paid as Yield Maintenance Premium as a
     result of such Sale or Financing.  For purposes of this Section 2(h),
                                                             ------------
     "Gross Capital Proceeds" shall mean the gross proceeds of whatever form or
      ----------------------
     nature payable directly or indirectly to or for the benefit or account of
     Maker in connection with such Sale or Financing, including, without
     limitation: cash; the outstanding balance of any financing which will
     remain as a lien or encumbrance against the Project or any portion thereof
     following such Sale or Financing (but only in the case of a Sale, and not
     in the case of an encumbrance); and the cash equivalent of the fair market
<PAGE>
     value of any non-cash consideration, including the present value of any
     promissory note received as part of the proceeds of such Sale or Financing
     (valued at a market rate of interest, as determined by an independent
     investment banker designated by Holder).

                    (B)  Net Capital Proceeds In Connection With a Default or
                         ----------------------------------------------------
     Maturity Occurrence.  In the event of a Default Occurrence or the Maturity
     -------------------
     Occurrence when no Sale or Financing has occurred, the "Net Capital
                                                             -----------
     Proceeds" shall equal: (I) the fair market value of the Project determined
     --------
     as of the date of such Triggering Event in accordance with Section 2(h)(v)
                                                                ---------------
     below, minus (II) the sum of (aa) the outstanding principal balance plus
     Deferred Interest on the Note plus (bb) the outstanding principal balance
     of, and accrued but unpaid interest on, the Senior Loans.

               (v)  Determination of Fair Market Value.  The fair market value
                    ----------------------------------
     of the Project shall be determined for purposes of this Note as follows:

                    (A)  Partial Sale.  In the event of a Sale of a portion of
                         ------------
     the Project, Holder shall select an experienced and reputable appraiser to
     prepare a written appraisal report of the fair market value of the Project
     in accordance with clause (C) below, and the appraised fair market value
     submitted to Holder by such appraiser shall be conclusive for purposes of
     this Note.

                    (B)  Other Occurrences.  In all other circumstances the fair
                         -----------------
     market value of the Project shall be deemed to equal the result of dividing
     the Net Cash Flow Before Debt Service for the immediately preceding fiscal
     year by ten percent (10%).  However, if the Net Cash Flow Before Debt
     Service for the immediately preceding fiscal year has been lowered because
     of unusually high Operating Expenses during such fiscal year the fair
     market value of the Project may, at the option of the Maker be determined
     by dividing by ten percent (10%) the mean average of the Net Cash Flow
     Before Debt Service of the Project for the 3 immediately preceding fiscal
     years of the Project.

                    (C)  Appraisal Standards and Assumptions.  In making any
                         -----------------------------------
     determination by appraisal of fair market value, the appraiser(s) shall
     assume that the improvements then located on the Project constitute the
     highest and best use of the property.  If the Triggering Event is a Sale or
     Financing, the appraiser(s) shall take the sales price into account,
     although such sales price shall not be determinative of fair market value.
     Each appraiser selected hereunder shall be an independent MAI-designated
     appraiser with not less than ten years' experience in commercial real
     estate appraisal in the general geographical area where the Project is
     located.

               (vi)  Effect on Holder's Approval Rights.  Nothing contained in
                     ----------------------------------
     this Section 2(h) shall be deemed or construed to waive, restrict, impair,
     or in any manner affect Holder's rights hereunder to consent (or withhold
     its consent) to: any prepayment of the Loan in whole or in part; sales or
<PAGE>
     other transfers of all or any portion of the Project or any interest
     therein; sales or other transfers of any ownership interests in Maker; any
     refinancing of all or any portion of the Loan; any junior financing; or,
     any other matters which require Holder's consent.

               (vii)  Statement, Books and Records.  With each payment of
                      ----------------------------
     Capital Proceeds Contingent Interest, Maker shall furnish to Holder a
     statement setting forth Maker's proposed calculation of Net Capital
     Proceeds and Capital Proceeds Contingent Interest and shall provide a
     detailed breakdown of all items necessary for such calculation.  For a
     period of five years after each payment of Capital Proceeds Contingent
     Interest, Maker shall keep and maintain full and accurate books and records
     adequate to correctly reflect each such item.  Said books and records shall
     be available for Holder's inspection, copying and audit during reasonable
     business hours following reasonable notice for the purpose of verifying the
     accuracy of the payments made on account of Capital Proceeds Contingent
     Interest.  The costs of any such audit will be paid by Holder, except that
     Maker shall pay all reasonable costs and expenses of any such audit which
     discloses that any amount properly payable by Maker to Holder hereunder
     exceeded by five percent (5%) or more the amount actually paid and
     initially reported by maker as being payable with respect thereto.

               (viii)  Negative Capital Proceeds Contingent Interest.
                       ---------------------------------------------
     Notwithstanding any other provision of this Agreement, Holder shall not be
     responsible or liable in any respect to Maker or any other Person for any
     reduction in the fair market value of the Project or for any contingency,
     condition or occurrence that might result in a negative number for Capital
     Proceeds Contingent Interest.  If at any time it is calculated, Capital
     Proceeds Contingent Interest shall be a negative amount, no Capital
     Proceeds Contingent Interest shall at that time be payable to Holder, but
     Holder shall in no way be liable for any such negative amount and there
     shall be no deduction or offset for such negative amount at any time when
     Capital Proceeds Contingent Interest shall be subsequently calculated.

               (ix) No payment of Capital Proceeds Contingent Interest may, when
     added to all other payments of interest or payments construed as interest,
     shall exceed the Highest Lawful Rate.

     3.  Usury Savings Clause.  The provisions of this Section 3 shall govern
         --------------------                          ---------
and control over any irreconcilably inconsistent provision contained in this
Note or in any other document evidencing or securing the indebtedness evidenced
hereby.  The Holder hereof shall never be entitled to receive, collect, or apply
as interest hereon (for purposes of this Section 3, the word "interest" shall be
                                         ---------
deemed to include Basic Interest, Additional Interest and any other sums treated
as interest under applicable law governing matters of usury and unlawful
interest), any amount in excess of the Highest Lawful Rate (hereinafter defined)
and, in the event the Holder ever receives, collects, or applies as interest any
such excess, such amount which would be excessive interest shall be deemed a
<PAGE>
partial prepayment of principal and shall be treated hereunder as such; and, if
the principal of this Note is paid in full, any remaining excess shall forthwith
be paid to Maker.  In determining whether or not the interest paid or payable,
under any specific contingency, exceeds the Highest Lawful Rate, Maker and the
Holder shall, to the maximum extent permitted under applicable law, (i)
characterize any nonprincipal payment as an expense, fee, or premium rather than
as interest, (ii) exclude voluntary prepayments and the effects thereof, and
(iii) spread the total amount of interest throughout the entire contemplated
term of this Note; provided, that if this Note is paid and performed in full
prior to the end of the full contemplated term hereof, and if the interest
received for the actual period of existence  hereof exceeds the Highest Lawful
Rate, the Holder shall refund to Maker the amount of such excess or credit the
amount of such excess against the principal of this Note, and, in such event,
the Holder shall not be subject to any penalties provided by any laws for
contracting for, charging, or receiving interest in excess of the Highest Lawful
Rate.
     4.  Payments.
         --------

          (a)  Interest.  Maker promises to pay to the Holder hereof Basic
               --------
     Interest, Deferred Interest and Additional Interest as, in the respective
     amounts, and at the respective times provided in Section 2 hereinabove.  No
                                                      ---------
     principal payments shall be due hereunder except at the Stated Maturity
     Date or as otherwise provided herein in the event of default.  Each payment
     of Basic Interest (including without limitation, Deferred Interest), and
     Additional Interest on, or any other amounts of any kind with respect to,
     this Note shall be made by the Maker to the Holder hereof at its office in
     Phoenix, Arizona (or at any other place which the Holder may hereafter
     designate for such purpose in a notice duly given to the Maker hereunder),
     not later than noon, Pacific Standard Time, on the date due thereof; and
     funds received after that hour shall be deemed to have been received by the
     Holder on the next following business day.  Whenever any payment to be made
     under this Note shall be stated to be due on a date which is not a business
     day, the due date thereof shall be extended to the next succeeding business
     day, and interest shall be payable at the applicable rate during such
     extension.

          (b)  Late Payment Charges.  If any amount of Interest, principal or
               --------------------
     any other charge or amount which becomes due and payable under this Note is
     not paid and received by the Holder within five business days after the
     date it first becomes due and payable, Maker shall pay to the Holder hereof
     a late payment charge in an amount equal to five percent (5%) of the full
     amount of such late payment, whether such late payment is received prior to
     or after the expiration of the ten-day cure period set forth in Section
                                                                     -------
     8(a).  Maker recognizes that in the event any payment secured hereby (other
     ----
     than the principal payment due upon maturity of the Note, whether by
     acceleration or otherwise) is not made when due, Holder will incur extra
     expenses in handling the delinquent payment, the exact amount of which is
     impossible to ascertain, but that a charge of five percent (5%) of the
     amount of the delinquent payment would be a reasonable estimate of the
     expenses so incurred.  Therefore, if any such payment is not received when
     due and payable, Maker pay to Holder to cover expenses incurred in handling
<PAGE>
     the delinquent payment, an amount calculated at five percent (5%) of the
     amount of the delinquent payment.

          (c)  No Prepayment.  Maker shall have the right to prepay this Note at
               -------------
     any time, but only subject to the requirements and conditions set forth
     below.  If under any circumstances whatsoever (other than pursuant to
     Section 3 above) this Note is paid in whole or in part, whether
     voluntarily, following acceleration after the occurrence of an Event of
     Default, with the consent of Holder, by Holder's application of any
     condemnation or insurance proceeds to amounts due under the Note, by
     operation of law or otherwise, and whether or not such payment prior to the
     Stated Maturity Date results from the Holder's exercise of its rights to
     accelerate the indebtedness evidenced hereby, then Maker shall pay to the
     Holder the Yield Maintenance Premium (defined hereinbelow) in addition to
     paying the entire unpaid principal balance of this Note and all Interest
     which has accrued but is unpaid except with the written consent of the
     Holder.

          A Yield Maintenance Premium in an amount equal to the grater of (A)
     one percent (1.0%) of the principal amount being prepaid, and (B) the
     positive excess of (1) the present value ("PV") of all future installments
     of principal and interest due pursuant to Section 4(a) of this Note absent
                                               ------------
     any such prepayment including the principal amount due at the Stated
     Maturity Date (collectively, "All Future Payments"), discounted at an
     interest rate per annum equal to the sum of (a) the Treasury Constant
     Maturity Yield Index published during the second full week preceding the
     date on which such Yield Maintenance Premium is payable for instruments
     having a maturity coterminous with the remaining term of this Note, and (b)
     One Hundred Forty (140) basis points, over (2) the then outstanding
     principal balance hereof immediately before such prepayment [(PV of All
     Future Payments) (Principal balance at the time of prepayment) = Yield
     Maintenance Premium].  "Treasury Constant Maturity Yield Index" shall mean
     the average yield for "This Week" as reported by the Federal Reserve Board
     in Federal Reserve Statistical Release H.15 (519).  If there is no Treasury
     Constant Maturity Yield Index for instruments having a maturity coterminous
     with the remaining term of this Note, then the index shall be equal to the
     weighted average yield to maturity of the Treasury Constant Maturity Yield
     Indices with maturities next longer and shorter than such remaining average
     life to the maturity, calculated by averaging (and rounding upward to the
     nearest 1/100 of 1% per annum, if the average is not such a multiple) the
     yields of the relevant Treasury Constant Maturity Yield Indices (rounded,
     if necessary, to the nearest 1/100 of 1% with any figure of 1/200 of 1% or
     above rounded upward).  In the event that any Yield Maintenance Premium is
     due hereunder, Holder shall deliver to Maker a statement setting forth the
     amount and determination of the Yield Maintenance Premium and, provided
     that Holder shall have in good faith applied the formula described above,
     Maker shall not have the right to challenge the calculation or the method
     of calculation set forth in any such statement in the absence of manifest
     error, which calculation may be made by Holder on any day during the thirty
     (30) day period preceding the date of such prepayment.  Holder shall not be
     obligated or required to have actually reinvested the prepaid principal
<PAGE>
     balance at the Treasury Constant Maturity Yield Index or otherwise as a
     condition to receiving the Yield Maintenance Premium. No Yield Maintenance
     Premium or premium shall be due or payable in connection with any
     prepayment of the indebtedness evidenced by this Note made on or after any
     date after January 1, 2008.  In addition to the aforesaid Yield Maintenance
     Premium if, upon any such prepayment (whether prior to or after any date
     that is after January 1, 2008, the aforesaid prior written notice has not
     been received by Holder, the Yield Maintenance Premium shall be increased
     by an amount equal to the lesser of (i) thirty (30) days' unearned interest
     computed in the outstanding principal balance of this Note, so prepaid and
     (ii) unearned interest computed on the outstanding principal balance of
     this Note so prepaid for the period from, and including, the date of
     prepayment through the otherwise Stated Maturity Date of this Note.

          Without limiting the scope of the foregoing provisions, the provisions
     of this paragraph shall constitute, within the meaning of any applicable
     state statute, both a waiver of any right Maker may have to prepay the
     Note, in whole or in part, without premium or charge, upon acceleration of
     the maturity of the Note, or otherwise, and an agreement by Maker to pay
     the prepayment charge described in this Note, whether such prepayment is
     voluntary or upon or following any acceleration of this Note, or otherwise,
     and for such purpose Maker has separately initialed this provision in the
     space provided below, and Maker hereby declares that Holder's agreement to
     make the Loan to Maker at the interest rate and for the term set forth in
     the Note constitutes adequate consideration, of individual weight, for this
     waiver and agreement by Maker.

     Notwithstanding the foregoing, or anything else in this Note to the
     contrary, it is agreed that in the event this Note becomes due and payable
     as a result of the termination of all of the Property Management
     Agreements, Maker shall not be subject to the Yield Maintenance Premiums or
     other prepayment premiums contemplated herein and Maker shall only be
     required to repay the outstanding principal balance of this Note and
     accrued but unpaid  Basic Interest and Deferred Interest through the date
     of such prepayment, it being agreed that in such event, Maker shall not be
     required to pay any Capital Proceeds Contingent Interest or Cash Flow
     Contingent Interest.

     5.  Representations and Warranties of Maker.  Maker represents and warrants
         ---------------------------------------
to Payee, as of the date hereof, that:

          (a)  Due Authorization.  Maker is a corporation duly organized under
               -----------------
     the laws of the state of its organization, with the authority to consummate
     the transactions contemplated hereby;

          (b)  No Violation.  Maker's execution, delivery and performance of its
               ------------
     obligations under the Debt Papers do not and will not violate the articles
     of incorporation or by-laws of Maker and will not violate, conflict with or
<PAGE>
     constitute a default under any agreement to which Maker is a party or by
     which the Project is bound or encumbered, or violate any Requirements of
     Law to which Maker or the Project is subject;

          (c)  Consents.  No consents, approvals, filings, or notices of, with
               --------
     or to any Person are required on the part of Maker in connection with
     Maker's execution, delivery and performance of its obligations hereunder
     that have not been duly obtained, made or given, as the case may be;

          (d)  Enforceability.  The Note is valid, binding and enforceable in
               --------------
     accordance with its terms, except as the enforceability hereof may be
     limited by bankruptcy, insolvency, moratorium, reorganization or similar
     laws relating to or affecting the enforcement of creditors' rights
     generally.

          (e)  Compliance with Laws.  Each Mortgaged Property is in compliance
               --------------------
     in all material respects with all applicable Requirements of Law;

          (f)  Zoning and Other Laws.  The Project and the use thereof as a
               ---------------------
     self-storage facility, separate and apart from any other properties,
     constitutes a legal and conforming use under applicable zoning regulations
     and each such Project is in compliance in all material respects with all
     applicable Requirements of Law;

          (g)  Litigation.  No litigation, investigation or proceeding or notice
               ----------
     thereof before any arbitrator or governmental authority, agency or
     subdivision is pending or, to Maker's best knowledge, threatened, against
     Maker or the Project;

          (h)  Utilities; Licenses.  All utilities required by Requirements of
               -------------------
     Law or by the normal and intended use of the Project are installed to the
     property line and connected by valid permits and the Maker possesses, or
     will possess as and when necessary, all patents, patent rights or licenses,
     trademarks, trade names, trade name right, service marks, copyrights,
     licenses, permits and consents (or rights thereto) which are required to
     conduct its business as it is now conducted or as it is presently proposed
     to be conducted, or which are required by any governmental entity or
     agency;

          (i)  Intentionally omitted; and

          (j)  Place of Business.  Maker's principal place of business is
               -----------------
     located at 715 South Country Club Drive, Mesa, AZ 85210.

     6.  Affirmative Covenants.  Maker hereby covenants and agrees that, so long
         ---------------------
as any indebtedness under the Note remains unpaid, Maker shall:
<PAGE>

          (a)  Use of Proceeds.  Use the proceeds of the Loan to repay certain
               ---------------
     indebtedness presently outstanding against the Project and held by Payee or
     to capitalize the Borrowers.

          (b)  Financial Statements.  Deliver or cause to be delivered to
               --------------------
     Holder:

                         (i)  As soon as available and in any event within 90
          days after the end of each calendar year, annual financial reports on
          the Project showing all income and expenses certified to be accurate
          and complete by an officer of the Maker; and

                         (ii)  As soon as available and in any event within 45
          days after the end of each of the first three calendar quarters of
          each year, (1)  a detailed comparative earnings statement for such
          quarter and for the period commencing at the end of the previous
          fiscal year and ending with the end of such quarter, and (2) financial
          reports on the Project showing all income and expenses, certified to
          be accurate and complete by an officer of the managing general partner
          of Maker (or, if Maker is a corporation, of Maker); and

                         (iii)  Promptly, such additional financial and other
          information (including, without limitation, information regarding the
          Project) as Holder may from time to time reasonably request.

          (c)  Inspection of Property; Books and Records; Discussions.  Keep
               ------------------------------------------------------
     proper books of record and account in which full, true and correct entries
     in conformity with GAAP and all Requirements of Law shall be made of all
     dealings and transactions in relation to its business and activities and,
     upon reasonable notice, permit representatives of Holder to examine and
     make abstracts from any of its books and records at any reasonable time and
     as often as may reasonably be desired by Holder and to discuss the
     business, operations, properties and financial and other conditions of
     Maker with officers and employees of Maker and with its independent
     certified public accountants.  In addition, on the last day of each
     calendar month on which an Interest payment is due, Maker shall furnish to
     Holder a certified statement of operations of the Project for the calendar
     month in which such Interest payment is due, showing in reasonable detail
     and in a format approved by Holder the Gross Receipts, Operating Expenses,
     and Net Cash Flow, as well as (if required by Holder) all data necessary
     for the calculation of any such amounts.  Maker shall keep and maintain at
     all times full and accurate books of account and records adequate to
     correctly reflect all such amounts.  Such books and records shall be
     available for at least five (5) years after the end of the relevant
     calendar month.  Holder shall have the right to inspect, copy and audit
     such books of account and records at Holder's expense, during reasonable
     business hours, and upon reasonable notice to Maker, for the purpose of
     verifying the accuracy of any principal payments made.  The costs of any
     such audit will be paid by Holder, except that Maker shall pay all
     reasonable costs and expenses of any such audit which discloses that any
     amount properly payable by Maker to Holder hereunder exceeded by five
<PAGE>
     percent (5%) or more the amount actually paid and initially reported by
     Maker as being payable with respect thereto.

          (d)  Notices.  Give prompt written notice to Holder of (a) any claims,
               -------
     proceedings or disputes (whether or not purportedly on behalf of Maker)
     against, or to Maker's knowledge, threatened or affecting Maker or the
     Project which, if adversely determined, could reasonably be expected to
     have a Material Adverse Effect (without in any way limiting the foregoing,
     claims, proceedings, or disputes involving in the aggregate monetary
     amounts in excess of $500,000 not fully covered by insurance shall be
     deemed to be material), or (b) any proposal by any public authority to
     acquire the Project or any portion thereof.

          (e)  Expenses.  Pay all reasonable out-of-pocket expenses (including
               --------
     fees and disbursements of counsel, including special local counsel) of
     Holder, incident to any amendments, waivers and renewals of this Note.
<PAGE>

          (f)  Debt Papers.  Comply with and observe all terms and conditions of
               -----------
     the Debt Papers to which it is subject.

          (g)  INDEMNIFICATION.  INDEMNIFY AND HOLD HARMLESS HOLDER AND ITS
               ---------------
     DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS AND AGENTS (THE "INDEMNIFIED
                                                                -----------
     PARTIES") FROM AND AGAINST ALL DAMAGES AND LIABILITIES (COLLECTIVELY AND
     -------
     SEVERALLY, "LOSSES") ASSESSED AGAINST ANY OF THEM RESULTING FROM THE CLAIMS
                 ------
     OF ANY PARTY RELATING TO OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED
     HEREBY, EXCEPT FOR LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL
     MISCONDUCT OF SUCH INDEMNIFIED PARTY, AND REIMBURSE EACH INDEMNIFIED PARTY
     FOR ANY EXPENSES (INCLUDING THE FEES AND DISBURSEMENTS OF LEGAL COUNSEL)
     REASONABLY INCURRED IN CONNECTION WITH THE INVESTIGATION OF, PREPARATION
     FOR OR DEFENSE OF ANY ACTUAL OR THREATENED CLAIM, ACTION OR PROCEEDING
     ARISING THEREFROM (INCLUDING ANY SUCH COSTS OF RESPONDING TO DISCOVERY
     REQUEST OR SUBPOENAS), REGARDLESS OF WHETHER HOLDER OR SUCH OTHER
     INDEMNIFIED PERSON IS A PARTY THERETO.  WITHOUT DEROGATING THE PROVISIONS
     OF SECTION 20 BELOW, IT IS ACKNOWLEDGED AND AGREED BY MAKER THAT THE
        ----------------
     INDEMNIFICATION RIGHTS OF THE INDEMNIFIED PARTIES HEREUNDER ARE IN ADDITION
     TO AND CUMULATIVE WITH ALL OTHER RIGHTS OF THE INDEMNIFIED PARTIES.  WITH
     REFERENCE TO THE PROVISIONS SET FORTH ABOVE IN THIS SECTION 6(g) FOR
                                                    -----------------
     PAYMENT BY MAKER OF ATTORNEYS' FEES INCURRED BY THE INDEMNIFIED PARTIES IN
     ANY ACTION OR CLAIM BROUGHT BY A THIRD PARTY, MAKER SHALL, IF IT ADMITS
     LIABILITY HEREUNDER TO ANY INDEMNIFIED PARTY, DILIGENTLY DEFEND SUCH
     INDEMNIFIED PARTY AND DILIGENTLY CONDUCT THE DEFENSE.  IF HOLDER OR ANY
     OTHER SUCH INDEMNIFIED PARTY DESIRES TO ENGAGE SEPARATE COUNSEL, IT MAY DO
     SO AT ITS OWN EXPENSE; PROVIDED, HOWEVER, THAT SUCH LIMITATION ON THE
     OBLIGATION OF MAKER TO PAY THE FEES OF SEPARATE COUNSEL FOR SUCH
     INDEMNIFIED PARTY SHALL NOT APPLY IF SUCH INDEMNIFIED PARTY HAS RETAINED
     SAID SEPARATE COUNSEL BECAUSE OF A REASONABLE BELIEF THAT MAKER IS NOT
     DILIGENTLY DEFENDING IT AND/OR NOT DILIGENTLY CONDUCTING THE DEFENSE AND SO
     NOTIFIES MAKER.  THE OBLIGATIONS OF MAKER UNDER THIS SECTION 6(g) SHALL
                                                          ------------
     SURVIVE REPAYMENT IN FULL OF THE INDEBTEDNESS EVIDENCED HEREBY.  EXCEPT AS
     OTHERWISE PROVIDED, IT IS THE INTENT OF THIS SECTION 6(g) THAT THE MAKER
                                                  ------------
<PAGE>
     SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM LOSSES
     OCCASIONED BY THE ACTS OR OMISSIONS, INCLUDING, WITHOUT LIMITATION,
     NEGLIGENCE, OF THE INDEMNIFIED PARTIES.

          (g)  Co-operation.  Execute and deliver to Holder any and all
               ------------
instruments, documents and agreements, and do or cause to be done from time to
time any and all other acts, reasonably deemed necessary or desirable by Holder
to effectuate the provisions and purposes of this Note.

          (h)  Requirements of Law.  Comply at all times with all Requirements
               -------------------
     of Law.

          (i)  Management Agreement.  Cause or permit the Project to be
               --------------------
     initially managed by subsidiaries of U-Haul International, Inc. or to be at
     all times managed by a nationally recognized self-storage property
     management company (the "Project Manager") approved by the Holder, which
                              ---------------
     Project Manager shall be employed pursuant to an agreement (the "Property
                                                                      --------
     Management Agreement") approved by the Holder.  In no event shall the fees
     --------------------
     paid (or required to be paid) to the Project Manager exceed six percent
     (6%) of Gross Receipts for any time period.  The Maker agrees, upon request
     of the Holder, to exercise its right to terminate any Project Manager upon
     the occurrence and continuance of (i) an Event of Default, (ii) a Sale of
     U-Haul International, Inc. or such Project Manager, (iii) a breach by such
     Project Manager of its respective Property Management Agreement, or (iv)
     the Net Cash Flow prior to subtracting Interest shall fall twenty percent
     (20%) or more for one complete Loan Year.

     7.  Negative Covenants.  Maker hereby agrees that, as long as any
         ------------------
indebtedness under the Note remains unpaid, Maker shall not, directly or
indirectly:

          (a)  Indebtedness.  Create, incur or assume any Indebtedness except
               ------------
     for: (i) the Loan; (ii) Maker's contingent obligations under the Senior
     Loans; (iii) non-delinquent taxes; (iv) unsecured debt incurred in the
     ordinary course of business and (v) other indebtedness owed to Payee and
     its affiliates.

          (b)  Consolidation and Merger.  Liquidate or dissolve or enter into
               ------------------------
     any consolidation, merger, partnership, joint venture, syndicate or other
     combination (except for a merger or consolidation for the purpose of, and
     having the effect of changing Maker's jurisdiction of organization).

          (c)  Transactions with Affiliates.  Purchase, acquire or lease any
               ----------------------------
     property from, or sell, transfer or lease any property to, or lend or
     advance any money to, or borrow any money from, or guarantee any obligation
     of, or acquire any stock, obligations or securities of, or enter into any
     merger or consolidation agreement, or any management or similar agreement
     with, any Affiliate, or enter into any other transaction or arrangement or
<PAGE>
     make any payment to (including, without limitation, on account of any
     management fees, service fees, office charges, consulting fees, technical
     services charges or tax sharing charges) or otherwise deal with, in the
     ordinary course of business or otherwise, any Affiliate on terms which are
     unreasonably burdensome or unfair, except (i) transactions relating to the
     sharing of overhead expenses, including, without limitation, managerial,
     payroll and accounting and legal expenses, for which charges assessed
     against Maker are not greater than would be incurred by Maker in similar
     transactions with non-Affiliates, or (ii) fair and reasonable transactions
     between Maker and U-Haul International, Inc. and its related companies.

          (d)  Sale of Interests in the Project or in the Maker.  Without
               ------------------------------------------------
     obtaining the prior written consent of Holder (which Holder may withhold or
     condition in its sole and absolute discretion), cause, permit or acquiesce
     in any Sale or Financing.

          (e)  Distributions.  Notwithstanding anything to the contrary
               -------------
     contained in this Note or the Debt Papers, Maker shall not make any
     distributions to any of its partners, except for distributions of amounts
     not in excess of (i) the Catch-Up Amount for any quarter, (ii) any Net Cash
     Flow for any quarter remaining after the payment to Holder of all Interest
     and the Catch-Up Amount payable for and with respect to such quarter, and
     (iii) upon the Sale or Financing any Net Sale or Financing proceeds
     remaining after payment to Holder of the amounts to which Holder is
     entitled hereunder in connection therewith.

          (f)  Business.  Engage, directly or indirectly, in any business other
               --------
     than that arising out of the issuance of this Note, entering into the Debt
     Papers, taking the actions required to be performed under the Debt Papers
     and operating the Mortgaged Properties.

          (g)  No Bankruptcy Filing.  To the extent permitted by law, without
               --------------------
     the unanimous consent of the Board of Directors of the Maker (for these
     purposes such Board of Directors will not include any committee thereof)
     voluntarily file any petition for bankruptcy, reorganization, assignment
     for the benefit of creditors or similar proceeding.

          (h)  No Joint Venture.  Engage in a joint venture or become a partner
               ----------------
     with any other Person.

     8.   Event of Default; Remedies.  Any one of the following occurrences
          --------------------------
shall constitute an Event of Default under this Note:

          (a)  The failure by the undersigned to make any payment of principal,
     Interest or Yield Maintenance Premium upon this Note as and when the same
     becomes due and payable in accordance with the provisions hereof, and the
     continuation of such failure for a period of ten (10) days after notice
     thereof to the Maker;

          (b)  The failure by the Maker to deposit in any account established
<PAGE>
     and maintained pursuant to any collection account agreement any amount
     required to be deposited in such account within 2 days of when required
     pursuant to the terms of such collection account agreement;

          (c)  Any representation, warranty or certification made by Maker under
     any Debt Paper or in any report, certificate or financial statement
     delivered to the Holder under or in connection with any Debt Paper is
     materially inaccurate or incomplete as of the date made; provided, however,
     that such inaccurate or incomplete representation, warranty or
     certification is material and cannot be cured without material prejudice to
     the Holder within 30 days written notice thereof to the Maker;

          (d)  The failure by Maker to perform any obligation under, or the
     occurrence of any other default with respect to any provision of, this Note
     other than as described in any of the other clauses of this Section 8, and
     the continuation of such default for a period of 30 days after written
     notice thereof to the Maker;

          (e)  The occurrence of any Default under the Debt Papers;

          (f)  (i) Maker shall file, institute or commence any case, proceeding
     or other action (A) under any existing or future law of any jurisdiction,
     domestic or foreign, relating to bankruptcy, insolvency, reorganization or
     relief of debtors, seeking to have an order for relief entered with respect
     to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
     reorganization, arrangement, adjustment, winding-up, liquidation,
     dissolution, composition or other relief with respect to it or its debts,
     or (B) seeking appointment of a receiver, trustee, custodian or other
     similar official for it or for all or any substantial part of its assets,
     or Maker shall make a general assignment for the benefit of its creditors;
     or (ii) there shall be filed, instituted or commenced against Maker any
     case, proceeding or other action of a nature referred to in clause (i)
     above which (A) results in the entry of any order for relief or any such
     adjudication or appointment, or (B) remains undismissed undischarged for a
     period of 60 days; or (iii) there shall be commenced against Maker any
     case, proceeding or other action seeking issuance of a warrant of
     attachment, execution, distraint or similar process against all or
     substantially all of its assets which results in the entry of an order for
     any such relief which shall not have been vacated, discharged, stayed,
     satisfied, or bonded to Holder's satisfaction pending appeal, within 60
     days from the first entry thereof; or (iv) Maker shall take any action in
     furtherance of, or indicating its consent to, approval of, or acquiescence
     in, any of the acts described in any of the preceding clauses (i) , (ii) or
     (iii); or (v) Maker shall not, or shall be unable to, or shall admit in
     writing its inability to, pay its debts as they become due, or shall in
     writing admit that it is insolvent;

          (g)  One or more judgments or decrees in an aggregate amount exceeding
     $1,000,000.00 shall be entered against Maker and all such judgments or
     decrees shall not have been vacated, discharged, stayed, satisfied, or
     bonded to Holder's satisfaction pending appeal within 60 days from the
<PAGE>
     first entry thereof; or

          (h)  The occurrence of a Event of Default under the promissory notes
     evidencing the Senior Loans.

Upon the occurrence of any Event of Default hereunder:  the entire unpaid
principal balance of, and any unpaid Basic Interest and Additional Interest then
accrued on, this Note together with the Yield Maintenance Premium, if any, and
other charges payable pursuant to the Debt Papers shall, at the option of the
Holder hereof and without demand or notice of any kind to the undersigned or any
other person, immediately become and be due and payable in full (except that
such acceleration shall occur automatically upon the occurrence of any Event of
Default described in the preceding clause (e) of this Section 8, without further
action or decision by Holder); and the Holder shall have and may exercise any
and all rights and remedies available at law or in equity and also any and all
rights and remedies provided in the Mortgage and any of the other Security
Documents.

     9.  Offset.  In addition to (and not in limitation of) any rights of offset
         ------
that the Holder hereof may have under applicable law, upon the occurrence of any
Event of Default hereunder the Holder hereof shall have the right, immediately
and without notice, to appropriate and apply to the payment of this Note any and
all balances, credits, deposits, accounts or moneys of the Maker then or
thereafter with or held by the Holder hereof.

     10.  Allocation of Balances or of Payments.  At any and all times until
          -------------------------------------
this Note and all amounts hereunder (including principal, Interest, and other
charges and amounts, if any) are paid in full, all payments (whether of
principal, Interest or other amounts) made by the undersigned or any other
person (including any guarantor) to the Holder hereof may be allocated by the
Holder to principal, Interest or other charges or amounts as the Holder may
determine in its sole, exclusive and unreviewable discretion (and without notice
to or the consent of any person).

     11.  Captions.  Any headings or captions in this Note are inserted for
          --------
convenience of reference only, and they shall not be deemed to constitute a part
hereof, nor shall they be used to construe or interpret the provisions of this
Note.

     12.  Waiver.
          ------

          (a)  Maker, for itself and for its successors, transferees and assigns
     and all guarantors and endorsers, hereby waives diligence, presentment and
     demand for payment, protest, notice of protest and nonpayment, dishonor and
     notice of dishonor, notice of the intention to accelerate, notice of
     acceleration, and all other demands or notices of any and every kind
     whatsoever (except only for any notice of default expressly provided for in
     Section 8 of this Note or in the Security Documents) and the undersigned
     agrees that this Note and any or all payments coming due hereunder may be
     extended from time to time in the sole discretion of the Holder hereof
     without in any way affecting or diminishing their liability hereunder.
<PAGE>

          (b)  No extension of the time for the payment of this Note or any
     payment becoming due or payable hereunder, which may be made by agreement
     with any Person now or hereafter liable for the payment of this Note, shall
     operate to release, discharge, modify, change or affect the original
     liability under this Note, either in whole or in part, of the Maker if it
     is not a party to such agreement.

          (c)  No delay in the exercise of any right or remedy hereunder shall
     be deemed a waiver of such right or remedy, nor shall the exercise of any
     right or remedy be deemed an election of remedies or a waiver of any other
     right or remedy.  Without limiting the generality of the foregoing, the
     failure of the Holder hereof promptly after the occurrence of any Event of
     Default hereunder to exercise its right to declare the indebtedness
     remaining unmatured hereunder to be immediately due and payable shall not
     constitute a waiver of such right while such Event of Default continues nor
     a waiver of such right in connection with any future Event of Default on
     the part of the undersigned.

     13.  Payment of Costs.  The undersigned hereby expressly agrees that upon
          ----------------
the occurrence of any Event of Default under this Note, the undersigned will pay
to the Holder hereof, on demand, all costs of collection or enforcement of every
kind, including (but not limited to) all attorneys' fees, court costs, and other
costs and expenses of every kind incurred by the Holder hereof, on demand, all
costs of collection or enforcement of every kind, including (but not limited to)
all attorneys' fees, court costs, and other costs and expenses of every kind
incurred by the Holder hereof in connection with the protection or realization
of any or all of the security for this Note, whether or not any lawsuit is ever
filed with respect thereto.

     14.  The Debt Papers.  This Note is unsecured.  The Senior Loans are
          ---------------
secured by, inter alia,  certain Deeds of Trust (and Mortgages, and Deeds to
            ----- ----
Secure Debt), Assignment of Leases and Rents, Security Agreement and Financing
Statement, made and granted by subsidiaries of Maker to or for the benefit of
the Senior Holders, respectively, which create liens on real estate in the
Project and which also creates a security interest in personal property located
thereat or utilized in connection therewith, and each and every additional
document or instrument which may at any time be delivered to the Senior Holders
as security under the Senior Loans, as any of the same may at any time or from
time to time be amended, modified or restated, and together with all
substitutions and replacements therefor, are sometimes referred to collectively
herein as the "Security Documents").  Reference should be made to the Security
               ------------------
Documents for a description of the property encumbered thereby and the nature
and extent of the security thereof. The Security Documents and all other
documents executed in connection with the Senior Loans are sometimes referred to
herein collectively herein as the "Debt Papers". Notwithstanding anything to the
                                   -----------
contrary set forth or implied herein, THIS NOTE IS NOT INDEBTEDNESS OF THE
BORROWERS OR ANY OF THEM, AND IS NOT SECURED, WHETHER DIRECTLY OR INDIRECTLY, by
THE PROJECT OR ANY COLLATERAL OR PROPERTY OWNED OR OPERATED BY THE BORROWERS, or
ANY OF THEM.
<PAGE>

     15.  Notices.  All notices, demands and other communications hereunder to
          -------
either party shall be made in writing and shall be deemed to have been given
when actually received or, if mailed, on the first to occur of actual receipt or
the third business day after the deposit thereof in the United States mails, by
registered or certified mail, postage prepaid, addressed as follows:



     If to the Maker:   SAC Holding Corporation
                        715 South Country Club Drive
                        Mesa, AZ 85210
                        Attention:  President

     If to the Holder:  U-Haul International, Inc.
                        2721 North Central Avenue
                        Phoenix, Arizona 85004
                        Attention: Treasurer


or to either party at such other address as such party may designate as its
address for the receipt of notices hereunder in a written notice duly given to
the other party.

     16.  Time of the Essence.  Time is hereby declared to be of the essence of
          -------------------
this Note and of every part hereof.

     17.  Governing Law.  This Note shall be governed by and construed in
          -------------
accordance with the internal laws of the State of Arizona.

     18.  Jurisdiction.  In any controversy, dispute or question arising
          ------------
hereunder or under the other Debt Papers, the Maker consents to the exercise of
jurisdiction over its person and property by any court of competent jurisdiction
situated in the State of Arizona (whether it be a court of the State of Arizona,
or a court of the United States of America situated in the State of Arizona),
and in connection therewith, agrees to submit to, and be bound by, the
jurisdiction of such court upon the Holder's mailing of process by registered or
certified mail, return receipt requested, postage prepaid, within or without the
State of Arizona, to the Maker at its address for receipt of notices under this
Note.

     19.  HOLDER NOT PARTNER OF MAKER.  UNDER NO CIRCUMSTANCES WHATSOEVER SHALL
          ---------------------------
THE HOLDER OF THIS NOTE BE DEEMED TO BE A PARTNER OR A CO-VENTURER WITH MAKER OR
WITH ANY OTHER PERSON.  MAKER SHALL NOT REPRESENT TO ANY PERSON THAT THE MAKER
AND THE HOLDER HEREOF ARE PARTNERS OR CO-VENTURERS.  ANY AND ALL ACTIONS BY THE
<PAGE>
HOLDER HEREOF IN EXERCISING ANY RIGHTS, REMEDIES OR PRIVILEGES HEREOF OR IN
ENFORCING THIS NOTE OR THE OTHER DEBT PAPERS WILL BE EXERCISED BY THE HOLDER
SOLELY IN FURTHERANCE OF ITS ROLE AS A SECURED LENDER.

     20.  Intentionally omitted.
          ---------------------

     21.  JURY TRIAL.  THE MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY
          ----------
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE
OR ANY DEBT PAPERS TO WHICH IT IS A PARTY, OR UNDER ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN
CONNECTION WITH THIS NOTE OR ANY DEBT PAPERS, AND AGREES THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

     22.  Entire Agreement.  This Note and the other Security Documents
          ----------------
constitute the entire agreement between Maker and Payee.  No representations,
warranties, undertakings, or promises whether written or oral, expressed or
implied have been made by the Payee or its agent unless expressly stated in this
Note or the Security Documents.
<PAGE>

























                     [THIS SPACE INTENTIONALLY LEFT BLANK]
<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed and delivered this Note,
pursuant to proper authority duly granted, as of the date and year first above
written.


            SAC HOLDING CORPORATION
            a Nevada corporation

            By:  /S/ Mark V. Shoen
                 ----------------------------------

            Its: President
                 ----------------------------------
<PAGE>




                             Schedule A

                     Description of the Project

Entity  Name                          City              St     County
  #
734025  U-Haul Center of Olathe       Olathe            KS     Johnson
736055  U-Haul Kingshighway           Saint Louis       MO     St. Louis
737024  U-Haul Center of Round Rock   Round Rock        TX     Williamson
737037  U-Haul CTR College Station    College           TX     Brazos
746071  U-Haul CTR Breamont           Beaumont          TX     Jefferson
758059  U-Haul Center New-Town        Chicago North     IL     Cook
800057  U-Haul CTR Albany             Albany            NY     Albany
806056  U-Haul Five Towns             Inwood            NY     Nassau
806070  U-Haul Center Rockville       Rockville         NY     Nassau
825053  U-Haul CTR Downtown           Norfolk           VA     City of Richmond
837078  U-Haul of Medford             Medford           MA     Middlesex
838054  U-Haul Center North Ranch     Las Vegas         NV     Clark




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>9
<FILENAME>p66363aex10-12.txt
<DESCRIPTION>EX-10.12
<TEXT>
<PAGE>
                                                                 Exhibit 10.12

PROMISSORY NOTE

Maximum principal amount of                         dated as of January 29, 2001
$10,500,000.00

     FOR VALUE RECEIVED, the undersigned SAC Holding Corporation, a Nevada
corporation (the "Maker" or the "undersigned"), promises to pay to the order of
                  -----          -----------
U-Haul International, Inc., a Nevada corporation, ("Payee"), at the principal
                                                    -----
office of the Payee at 2721 North Central Avenue, Phoenix, Arizona 85004 or at
such other place or places as the holder hereof may from time to time designate
in writing, the principal sum of up to Ten Million Five Hundred Thousand Dollars
($10,500,000), or, if less, the aggregate unpaid principal amount of the Loan
made by Payee to Maker, with Interest on the principal balance outstanding from
time to time, all as hereinafter set forth.

     1.   Definitions.  As used in this Note, each of the following terms shall
          -----------
have the following meanings, respectively:

          "Accrual Rate":  shall mean the annual interest rate of eight percent
           ------------
     (8.0%).

          "Additional Interest":  shall mean and include both Cash Flow
          ---------------------
     Contingent Interest and Capital Proceeds Contingent Interest.

          "Adjusted Operating Expenses":  shall mean Operating Expenses (i) to
          -----------------------------
     account for all actual or required Operating Expenses as opposed to
     escrowed or estimated payments made pursuant to the Senior Loans or
     otherwise and (ii) such other adjustments to Operating Expenses to adjust
     for seasonal, extraordinary or non-customary expenses and costs and other
     abnormalities.

          "Affiliate":  of any specified Person shall mean (i) any other Person
          -----------
     controlling or controlled by or under common control with such specified
     Person and (ii) any limited partner of such Person if such Person is a
     limited partnership, any shareholder of such Person if such Person is a
     corporation, or any member of such Person if such Person is a limited
     liability company.  For the purposes of this definition, "control," when
     used with respect to any specified Person, means the power to direct the
     management and policies of such person, directly or indirectly, whether
     through the ownership of voting securities, by contract, or otherwise; and
     the terms "controlling" and "controlled" have meanings correlative to the
     foregoing.

          "Basic Interest":  shall have the meaning given it in Section 2(a) and
          ----------------                                      -----------
     2(b) below.
     ----

          "Borrowers": collectively, are the entities that own fee title to the
          -----------
     properties identified by their respective street address on Schedule A
     hereto.
<PAGE>

          "Capital Proceeds Contingent Interest":  shall have the meaning given
          --------------------------------------
     it in Section 2(h)(i) below.
           ---------------

          "Cash Flow Contingent Interest":  shall have the meaning given it in
          -------------------------------
     Section 2(e) below.
     ------------

          "Catch-Up Payment":  shall have the meaning given it in Section 2(d).
          ------------------                                      ------------

          "Debt Papers":  shall mean the documents and instruments included
          -------------
     within the definition of the term "Debt Papers" as provided in Section 14
                                       -------------                ----------
     below.

          "Deferred Interest":  shall have the meaning given it in Section 2(a).
          -------------------                                      ------------

          "GAAP": shall mean generally accepted accounting principles as used
          ------
     and understood in the United States of America from time to time.

          "Gross Income":  shall equal Gross Receipts for the applicable twelve
          --------------
     (12) month period less (i) sale tax and other similar taxes, (ii)
     condemnation awards, (iii) casualty or other insurance proceeds, (iv)
     proceeds of any borrowing, (v) proceeds of any or sale of any Mortgaged
     Properties, (vi) proceeds of any sale of assets outside the ordinary course
     of business, (vii) revenues relating to equipment or vehicle rentals and
     (vii) any revenue generated other than in connection with the use of the
     Mortgaged Properties.

          "Gross Receipts":  shall mean, for any period all gross receipts,
          ----------------
     revenues and income of any and every kind collected or received by or for
     the benefit or account of Maker and the Borrower during such period arising
     from the ownership, rental, use, occupancy or operation of the Project or
     any portion thereof.  Gross Receipts shall include, without limitation, all
     receipts from all tenants, licensees and other occupants and users of the
     Project or any portion thereof, including, without limitation, rents,
     security deposits and the like, interest earned and paid or credited on all
     Maker's or the Borrowers' deposit accounts related to the Project, all
     proceeds of rent or business interruption insurance, and the proceeds of
     all casualty insurance or eminent domain awards to the extent not (i)
     applied, or reserved and applied within six (6) months after the creation
     of such reserve, to the restoration of the Project in accordance with the
     Mortgage, (ii) paid to Holder to reduce the principal amount of the Loan or
     (iii) paid to reduce the principal amount of the Senior Loans.  Gross
     Receipts shall include the net commission payable from U-Haul
     International, Inc. for the rental of its equipment (whether or not such
     equipment is owned by the Owner of the Mortgaged Property) at any Mortgaged
     Property; provided however that such net commissions payable shall not be
     included in Gross Receipts until the 15th day of the month following the
     month in which such rental occurred, all in accordance with the customary
     procedure for the payment of net commission.  Gross Receipts shall not
<PAGE>
     include any capital contributed to Maker, whether in the form of a loan or
     equity, or any proceeds from any loan made to Maker. Any receipt included
     within Gross Receipts in one period shall not be included within Gross
     Receipts for any other period (i.e., no item of revenue or receipts shall
     be counted twice).

          "Highest Lawful Rate": shall mean the maximum rate of interest which
          ---------------------
     the Holder is allowed to contract for, charge, take, reserve, or receive
     under applicable law after taking into account, to the extent required by
     applicable law, any and all relevant payments or charges hereunder.

          "Holder":  shall mean at any particular time, the Person that is then
          --------
     the holder of this Note.

          "Interest":  shall mean Additional Interest, Basic Interest and
          ----------
     Deferred Interest.

          "Loan":  shall mean the unsecured loan in the amount of up to
          ------
     $10,500,000.00 made by Payee to Maker and evidenced by this Note or up to
     such amount as may have been advanced by Payee to Maker from time to time.

          "Loan Year":  shall mean a year commencing on the date of this Note,
          -----------
     or an anniversary thereof, and ending 365 days (or 366 days in a leap year)
     thereafter.

          "Management Fee":  shall mean the fee paid to the Project Manager
          ----------------
     pursuant to the Property Management Agreement which fee shall in no event
     exceed six percent (6.0%) of Gross Receipts.

          "Material Adverse Effect":  shall mean the likely inability or
          -------------------------
     reasonably anticipated inability of Maker to pay the Loan and perform its
     other obligations in compliance with the terms of the Debt Papers.

          "Maturity Date":  shall mean the first to occur of the Stated Maturity
          ---------------
     Date and the earlier date (if any) on which the unpaid principal balance
     of, and unpaid Interest on, this Note shall become due and payable on
     account of acceleration by the Holder hereof.

          "Mortgage":  shall mean collectively the Deeds of Trust (and
          ----------
     Mortgages, and Deeds to Secure Debt), Assignment of Leases and Rents,
     Security Agreement and Financing Statement securing the promissory note
     representing the Senior Loans, as the same may be amended, modified or
     restated from time to time and together with all replacements and
     substitutions therefor.  The Mortgage is more fully identified in Section
                                                                       -------
     14 below.
     --

          "Mortgaged Properties": shall mean the properties of the Borrowers
          ----------------------
     identified on Schedule A hereto.
<PAGE>

          "Net Capital Proceeds":  shall have the meaning given it in Section
          ----------------------                                      -------
     2(h)(iv) below.
     --------

          "Net Cash Flow":  shall mean, for any period, the amount by which the
          ---------------
     Gross Receipts for such period exceed the sum of Interest paid during such
     period, Operating Expenses paid for and with respect to such period, and
     interest paid under and on account of the Senior Loans during such period;
     but Net Cash Flow for any period shall not be less than zero.

          "Net Cash Flow Before Debt Service":  shall mean, for any period, the
          -----------------------------------
     amount by which the Gross Receipts for such period exceed the Operating
     Expenses for and with respect to such period.

          "Net Operating Income":  shall mean the "Gross Income" generated by
          ----------------------
     the Project less Adjusted Operating Expenses, adjusted to reflect a ninety-
     five (95%) percent occupancy on a per Mortgaged Property basis for of the
     Project.

          "Note": shall mean this Promissory Note as it may be amended,
          ------
     modified, extended or restated from time to time, together with all
     substitutions and replacements therefor.

          "Operating Expenses":  shall mean, for any period, all cash
          --------------------
     expenditures of Maker or the Borrowers actually paid (and properly payable)
     during such period for (i) payments into escrow pursuant to the Debt Papers
     for real and personal property taxes; (ii) real and personal property taxes
     on the Project (except to the extent paid from escrowed funds); (iii)
     premiums for liability, property and other insurance on the Project; (iv)
     the Management Fee; (v) sales and rental taxes relating to the Project
     (except to the extent paid from the Tax and Insurance Escrow Account); and
     (vi) normal, reasonable and customary operating expenses of the Project.
     In no event shall Operating Expenses include amounts distributed to the
     partners or shareholder's of Maker or the Borrowers, payments to Affiliates
     not permitted under Section 7(c) below, any payments made on the Loan or
                         ------------
     any other loan obtained by Maker, amounts paid out of any funded reserve
     expressly approved by Holder, non-cash expenses such as depreciation, or
     any cost or expense related to the restoration of the Project in the event
     of a casualty or eminent domain taking paid for from the proceeds of
     insurance or an eminent domain award or any reserve funded by insurance
     proceeds or eminent domain awards.

          "Pay Rate":  shall mean the annual interest rate of two percent
          ----------
     (2.0%).

          "Pay Rate Interest":  shall mean for any period the amount of Basic
          -------------------
     Interest payable for such period less the amount of Deferred Interest which
     accrued during such period.

          "Person":  shall mean any corporation, natural person, firm, joint
          --------
<PAGE>
     venture, general partnership, limited partnership, limited liability
     company, trust, unincorporated organization, government or any department
     or agency of any government.

          "Present Value":  shall have the meaning given such term in Section
          ---------------                                             -------
     4(c) below.
     ----

          "Project":  shall mean the real estate, the improvements and the
          ---------
     personal property identified on Schedule A hereto, taken together
     collectively.

          "Project Manager":  shall have the meaning given it in Section 6(j)
          -----------------                                      ------------
     below.

          "Property Management Agreement":  shall have the meaning given such
          -------------------------------
     term in Section 6(j) below.
             ------------

          "Requirements of Law":  shall mean, as to any Person, requirements as
          ---------------------
     set out in the provisions of such Person's Articles of Incorporation and
     Bylaws (in the case of a corporation) partnership agreement and certificate
     or statement of partnership (in the case of a partnership) or other
     organizational or governing documents, or as set out in any law, treaty,
     rule or regulation, or final and binding determination of an arbitrator, or
     determination of a court or other federal, state or local governmental
     agency, authority or subdivision applicable to or binding upon such Person
     or any of its property or to which such Person or any of its property is
     subject, or in any private covenant, condition or restriction applicable to
     or binding upon such Person or any of its property or to which such Person
     or any of its property is subject.

          "Sale":  shall mean any direct or indirect sale, assignment, transfer,
          ------
     conveyance, lease (except for leases or licenses of terms not exceeding 1
     year to tenants in the ordinary course of business complying with standards
     and in a form approved by Payee) or disposition of any kind whatsoever of
     the Project, or of any portion thereof or interest (whether legal,
     beneficial or otherwise) of 25% or more (in the aggregate of all such
     sales, transfers, assignments, etc., made at any time or from time to time,
     taken together) of all equity interests in Maker.

          "Security Documents":  shall mean the documents and instruments
          --------------------
     included within the definition of the term "Security Documents" as provided
                                                --------------------
     in Section 14 below.
        ----------

          "Senior Loan Documents":  shall mean and include, at any time, all
          -----------------------
     promissory notes, mortgages and other documents and instruments which
     create, evidence or secure all or any part of the Senior Loans.

          "Senior Lender" shall mean Merrill Lynch Mortgage Lending, Inc.,
          ---------------
     and/or such other Person who may extend a senior loan with respect to the
     Project or any portion thereof, as the context may so require, in its
     capacity as the lender under the Senior Loans.
<PAGE>

          "Senior Loans":  shall mean, collectively, (i) that certain loan in
          --------------
     the amount of $18,524,000.00 made by Senior Lender to the Fifteen SAC Self
     Storage Corporation; (ii) that certain loan in the amount of $17,113,000.00
     made by Senior Lender to the Sixteen SAC Self Storage Corporation; and/or
     (viii) any other senior loan secured by the Project or any portion thereof.

          "Stated Maturity Date":  shall mean the earlier of January 1, 2021 and
          ----------------------
     the date on which all of the Property Management Agreements are terminated
     in accordance with Section 6 thereof,  or on demand by Payee.

          "Tax and Insurance Escrow Account":  shall mean any impound account
          ----------------------------------
     established pursuant to the Senior Loans, or any of them, and may include
     without limitation, impounds for capital repairs and replacements.

          "Triggering Event":  shall have the meaning given it in Section
          ------------------                                      -------
     2(h)(ii) below.
     --------

          "Yield Maintenance Premium":  shall have the meaning given such term
          ---------------------------
     in Section 4(b) below.
        ------------

     2.  Interest.
         --------

          (a)  Basic Interest Rate Prior to Maturity.  Prior to the Maturity
               -------------------------------------
     Date, interest ("Basic Interest") shall accrue on the principal balance of
                      --------------
     the Note outstanding from time to time at the Accrual Rate.  Such interest
     shall be paid as follows:  quarterly in arrears, on the first business day
     of each calendar quarter.  Maker shall pay to Holder an amount calculated
     by applying the Pay Rate to the principal balance outstanding hereunder;
     and, the remainder of the Basic Interest accrued hereunder at the Accrual
     Rate during such quarter through the last day of such quarter ("Deferred
                                                                     --------
     Interest") shall be deferred, shall be payable as and at the time provided
     --------
     in Section 2(d) below, and commencing on the day payment of Basic Interest
        ------------
     at the Pay Rate is due for such quarter, interest shall accrue on such
     Deferred Interest at the Accrual Rate (and any accrued interest thereon,
     shall be considered part of Deferred Interest).

          (b)  Post-Maturity Basic Interest.  From and after the Maturity Date
               ----------------------------
     interest ("Post Maturity Basic Interest") shall accrue and be payable on
                ----------------------------
     the outstanding principal balance hereof until paid in full at an annual
     rate equal to fifteen percent (15%) and such Post Maturity Basic Interest
     shall be payable upon demand.

          (c)  Computations.  All computations of interest and fees payable
               ------------
     hereunder shall be based upon a year of 360 days for the actual number of
     days elapsed.
<PAGE>

          (d)  Deferred Interest.  Deferred Interest shall be paid as follows:
               -----------------

               (i)  On each quarterly date for the payment of Basic Interest,
          Maker shall pay an amount (the "Catch-Up Payment") equal to the lesser
                                          ----------------
          of (i) the aggregate outstanding Deferred Interest on the last day of
          the quarter for which such payment is being made and (ii) ninety
          percent (90%) of the result of subtracting from Net Cash Flow Before
          Debt Service for that quarter the sum of principal and interest paid
          on the Senior Loans by the borrowers thereunder for such period plus
          an additional amount equal to twice the Pay Rate Interest for such
          period;

               (ii)  All unpaid Deferred Interest shall be paid on the Maturity
          Date; and

               (iii) No payment of Deferred Interest may, when added to all
          other payments of interest or payments construed as interest, shall
          exceed the Highest Lawful Rate.

          (e)  Cash Flow Contingent Interest.  In addition to Basic Interest and
               -----------------------------
     Deferred Interest, on each date on which Basic Interest is payable
     hereunder, Maker shall pay to Holder interest ("Cash Flow Contingent
                                                     --------------------
     Interest") in an amount equal to the amount (if any) by which ninety
     --------
     percent (90%) of the result of subtracting from Net Cash Flow Before Debt
     Service for that quarter the sum of principal and interest paid on the
     Senior Loans for such period plus an additional amount equal to twice the
     Pay Rate Interest for such period each calculated as of that date exceeds
     the Catch-Up Payment paid on that date by Maker to Holder.  Additionally,
     at the time of the closing of any impound accounts established pursuant to
     the Senior Loan Documents, deposits into which are considered Operating
     Expenses, Cash Flow Contingent Interest shall be due to the Holder on the
     balances in those accounts except to the extent such balances are paid to
     the Senior Lender.

          (f)  Quarterly Statements; Adjustment of Payments. On the due date for
               --------------------------------------------
     each payment of Basic Interest, Maker shall deliver to Holder a certified
     statement of operations of the Project for the calendar quarter or other
     period with respect to which such Basic Interest is due, showing in
     reasonable detail and in a format approved by Holder respective amounts of,
     and the method of calculating, the Gross Receipts, Gross Income, Operating
     Expenses, Net Cash Flow, Catch-Up Amount and Cash Flow Contingent Interest
     for the preceding calendar quarter, as well as (if requested by Holder) all
     data necessary for the calculation of any such amounts.  Maker shall keep
     and maintain at all times full and accurate books of account and records
     adequate to correctly reflect all such amounts.  Such books and records
     shall be available for at least five years after the end of the calendar
     quarter to which they relate.  Holder shall have the right to inspect, copy
     and audit such books of account and records during reasonable business
     hours, and upon reasonable notice to Maker, for the purpose of verifying
     the accuracy of any payments made on account of Cash Flow Contingent
     Interest.  The costs of any such audit will be paid by Holder, except that
     Maker shall pay all reasonable costs and expenses of any such audit which
<PAGE>
     discloses that any amount properly payable by maker to Holder hereunder
     exceeded by five percent (5%) or more the amount actually paid and
     initially reported by maker as being payable with respect thereto.

          (g)  Prorations of Cash Flow Contingent Interest. Cash Flow Contingent
               -------------------------------------------
     Interest shall be equitably prorated on the basis of a 365-day year for any
     partial calendar quarter in which the term of the Loan commences or in
     which the Note is paid in full.  If the payment of Cash Flow Contingent
     Interest due on the Maturity Date is made before the delivery to Holder of
     the quarterly statement for the then current calendar quarter, then Maker
     shall pay to Holder on Maturity Date an estimate of such amount.  Maker
     shall subsequently deliver to Holder an operating statement as required by
     Section 2(f) for the quarter in which the Maturity Date occurred, and an
     ------------
     appropriate adjustment of the estimated amount previously paid by Maker
     shall be made by the parties within ten (10) days after the operating
     statement for such final quarter is delivered to Holder.

          (h)  Capital Proceeds Contingent Interest.
               ------------------------------------

               (i)  Capital Proceeds Contingent Interest Defined. Maker shall
                    --------------------------------------------
     pay to Holder, in addition to Basic Interest, Deferred Interest and Cash
     Flow Contingent Interest, at the time or times and in the manner
     hereinafter described, an amount equal to ninety percent (90%) of the Net
     Capital Proceeds resulting from, or determined at the time of, any of the
     Triggering Events described below (collectively, "Capital Proceeds
                                                       ----------------
     Contingent Interest").
     -------------------

               (ii)  Events Triggering Payment of Net Capital Proceeds.  Capital
                     -------------------------------------------------
     Proceeds Contingent Interest shall be due and payable concurrently with the
     occurrence of each and every one of the following events (collectively
     "Triggering Events", and individually, a "Triggering Event"):
      -----------------                        ----------------

                    (A)  Project Sale or Financing.  The closing of any Sale of
                         -------------------------
     the Project (any such event is hereinafter collectively referred to as a
     "Sale or Financing");
      -----------------

                    (B)  Default Occurrence.  The occurrence of any Event of
                         ------------------
     Default which is not fully cured within the period of time, if any,
     expressly provided for cure herein, and the acceleration of the maturity of
     the Loan on account thereof (hereinafter collectively referred to as a
     "Default Occurrence"); and
      ------------------

                    (C)  Maturity Occurrence.  The occurrence of the Maturity
                         -------------------
     Date or the prepayment by Maker (if permitted hereunder) of all principal
     and accrued Basic Interest (including, without limitation, Deferred
     Interest) and Cash Flow Contingent Interest outstanding on the Loan (the
     "Maturity Occurrence").
      -------------------
<PAGE>

               (iii)  Notice of Triggering Event: Time for Payment of Capital
                      -------------------------------------------------------
     Proceeds Contingent Interest.  Maker shall notify Holder of the occurrence
     ----------------------------
     of a Triggering Event, and shall pay Holder the full amount of any
     applicable Capital Proceeds Contingent Interest which is payable in
     connection therewith, as follows:

                    (A)  In the case of any Sale or Financing or the Maturity
     Occurrence, Maker shall give Holder written notice of any such Triggering
     Event not less than seventy five (75) days before the date such Triggering
     Event is to occur.  Any Capital Proceeds Contingent Interest due Holder on
     account of any Sale or Financing or the Maturity Occurrence shall be paid
     to Holder on the date such Triggering Event occurs.

                    (B)  In the case of a Default Occurrence, no notice of such
     a Triggering Event need be given by Maker.  In such event, payment of any
     and all Capital Proceeds Contingent Interest on account of the Default
     Occurrence shall be immediately due and payable upon acceleration of the
     maturity of the Loan.

               (iv)  Determination of Net Capital Proceeds.  Prior to the
                     -------------------------------------
     occurrence of a Triggering Event (or, in the event of a Default Occurrence,
     within a reasonable time thereafter), the "Net Capital Proceeds" resulting
                                                --------------------
     from such Triggering Event shall be determined as follows:

                    (A)  Net Capital Proceeds From Sale or Financing.  Except as
                         -------------------------------------------
     provided in Section 2(h)(iv)(B) below, in the event of a Sale or Financing,
                 -------------------
     "Net Capital Proceeds" shall be the amount which is equal to: (I) either
      --------------------
     (x) the Gross Capital Proceeds (as hereinafter defined) realized from the
     Project, or (y) the fair market value of the Project determined pursuant to
     Section 2(h)(v) below, if Holder in its discretion requires such a
     ---------------
     determination, minus (II) the sum of: (aa) reasonable brokerage commissions
                    -----
     (excluding any payments to any Affiliate of Maker to the extent such
     payments exceed those which would have been due as commissions to a non-
     Affiliate broker rendering identical services), title insurance premiums,
     documentary transfer taxes, escrow fees and recording charges, appraisal
     fees, reasonable attorneys' fees and costs, and sales taxes (if any), in
     each case actually paid or payable by Maker in connection with the Sale or
     Financing, plus (bb) all payments of principal and Deferred Interest paid
     to Holder an account of this Note from the proceeds of such Sale or
     Financing, plus (cc) an amount equal to all payments of principal and
     interest on the Senior Loans made from the proceeds of such Sale or
     Financing, plus (dd) any amount paid as Yield Maintenance Premium as a
     result of such Sale or Financing.  For purposes of this Section 2(h),
                                                             ------------
     "Gross Capital Proceeds" shall mean the gross proceeds of whatever form or
      ----------------------
     nature payable directly or indirectly to or for the benefit or account of
     Maker in connection with such Sale or Financing, including, without
     limitation: cash; the outstanding balance of any financing which will
     remain as a lien or encumbrance against the Project or any portion thereof
     following such Sale or Financing (but only in the case of a Sale, and not
     in the case of an encumbrance); and the cash equivalent of the fair market
<PAGE>
     value of any non-cash consideration, including the present value of any
     promissory note received as part of the proceeds of such Sale or Financing
     (valued at a market rate of interest, as determined by an independent
     investment banker designated by Holder).

                    (B)  Net Capital Proceeds In Connection With a Default or
                         ----------------------------------------------------
     Maturity Occurrence.  In the event of a Default Occurrence or the Maturity
     -------------------
     Occurrence when no Sale or Financing has occurred, the "Net Capital
                                                             -----------
     Proceeds" shall equal: (I) the fair market value of the Project determined
     --------
     as of the date of such Triggering Event in accordance with Section 2(h)(v)
                                                                ---------------
     below, minus (II) the sum of (aa) the outstanding principal balance plus
     Deferred Interest on the Note plus (bb) the outstanding principal balance
     of, and accrued but unpaid interest on, the Senior Loans.

               (v)  Determination of Fair Market Value.  The fair market value
                    ----------------------------------
     of the Project shall be determined for purposes of this Note as follows:

                    (A)  Partial Sale.  In the event of a Sale of a portion of
                         ------------
     the Project, Holder shall select an experienced and reputable appraiser to
     prepare a written appraisal report of the fair market value of the Project
     in accordance with clause (C) below, and the appraised fair market value
     submitted to Holder by such appraiser shall be conclusive for purposes of
     this Note.

                    (B)  Other Occurrences.  In all other circumstances the fair
                         -----------------
     market value of the Project shall be deemed to equal the result of dividing
     the Net Cash Flow Before Debt Service for the immediately preceding fiscal
     year by ten percent (10%).  However, if the Net Cash Flow Before Debt
     Service for the immediately preceding fiscal year has been lowered because
     of unusually high Operating Expenses during such fiscal year the fair
     market value of the Project may, at the option of the Maker be determined
     by dividing by ten percent (10%) the mean average of the Net Cash Flow
     Before Debt Service of the Project for the 3 immediately preceding fiscal
     years of the Project.

                    (C)  Appraisal Standards and Assumptions.  In making any
                         -----------------------------------
     determination by appraisal of fair market value, the appraiser(s) shall
     assume that the improvements then located on the Project constitute the
     highest and best use of the property.  If the Triggering Event is a Sale or
     Financing, the appraiser(s) shall take the sales price into account,
     although such sales price shall not be determinative of fair market value.
     Each appraiser selected hereunder shall be an independent MAI-designated
     appraiser with not less than ten years' experience in commercial real
     estate appraisal in the general geographical area where the Project is
     located.

               (vi)  Effect on Holder's Approval Rights.  Nothing contained in
                     ----------------------------------
     this Section 2(h) shall be deemed or construed to waive, restrict, impair,
          ------------
     or in any manner affect Holder's rights hereunder to consent (or withhold
     its consent) to: any prepayment of the Loan in whole or in part; sales or
<PAGE>
     other transfers of all or any portion of the Project or any interest
     therein; sales or other transfers of any ownership interests in Maker; any
     refinancing of all or any portion of the Loan; any junior financing; or,
     any other matters which require Holder's consent.

               (vii)  Statement, Books and Records.  With each payment of
                      ----------------------------
     Capital Proceeds Contingent Interest, Maker shall furnish to Holder a
     statement setting forth Maker's proposed calculation of Net Capital
     Proceeds and Capital Proceeds Contingent Interest and shall provide a
     detailed breakdown of all items necessary for such calculation.  For a
     period of five years after each payment of Capital Proceeds Contingent
     Interest, Maker shall keep and maintain full and accurate books and records
     adequate to correctly reflect each such item.  Said books and records shall
     be available for Holder's inspection, copying and audit during reasonable
     business hours following reasonable notice for the purpose of verifying the
     accuracy of the payments made on account of Capital Proceeds Contingent
     Interest.  The costs of any such audit will be paid by Holder, except that
     Maker shall pay all reasonable costs and expenses of any such audit which
     discloses that any amount properly payable by Maker to Holder hereunder
     exceeded by five percent (5%) or more the amount actually paid and
     initially reported by maker as being payable with respect thereto.

               (viii)  Negative Capital Proceeds Contingent Interest.
                       ---------------------------------------------
     Notwithstanding any other provision of this Agreement, Holder shall not be
     responsible or liable in any respect to Maker or any other Person for any
     reduction in the fair market value of the Project or for any contingency,
     condition or occurrence that might result in a negative number for Capital
     Proceeds Contingent Interest.  If at any time it is calculated, Capital
     Proceeds Contingent Interest shall be a negative amount, no Capital
     Proceeds Contingent Interest shall at that time be payable to Holder, but
     Holder shall in no way be liable for any such negative amount and there
     shall be no deduction or offset for such negative amount at any time when
     Capital Proceeds Contingent Interest shall be subsequently calculated.

               (ix) No payment of Capital Proceeds Contingent Interest may, when
     added to all other payments of interest or payments construed as interest,
     shall exceed the Highest Lawful Rate.

     3.  Usury Savings Clause.  The provisions of this Section 3 shall govern
         --------------------                          ---------
and control over any irreconcilably inconsistent provision contained in this
Note or in any other document evidencing or securing the indebtedness evidenced
hereby.  The Holder hereof shall never be entitled to receive, collect, or apply
as interest hereon (for purposes of this Section 3, the word "interest" shall be
                                         ---------
deemed to include Basic Interest, Additional Interest and any other sums treated
as interest under applicable law governing matters of usury and unlawful
interest), any amount in excess of the Highest Lawful Rate (hereinafter defined)
and, in the event the Holder ever receives, collects, or applies as interest any
such excess, such amount which would be excessive interest shall be deemed a
<PAGE>
partial prepayment of principal and shall be treated hereunder as such; and, if
the principal of this Note is paid in full, any remaining excess shall forthwith
be paid to Maker.  In determining whether or not the interest paid or payable,
under any specific contingency, exceeds the Highest Lawful Rate, Maker and the
Holder shall, to the maximum extent permitted under applicable law, (i)
characterize any nonprincipal payment as an expense, fee, or premium rather than
as interest, (ii) exclude voluntary prepayments and the effects thereof, and
(iii) spread the total amount of interest throughout the entire contemplated
term of this Note; provided, that if this Note is paid and performed in full
prior to the end of the full contemplated term hereof, and if the interest
received for the actual period of existence  hereof exceeds the Highest Lawful
Rate, the Holder shall refund to Maker the amount of such excess or credit the
amount of such excess against the principal of this Note, and, in such event,
the Holder shall not be subject to any penalties provided by any laws for
contracting for, charging, or receiving interest in excess of the Highest Lawful
Rate.
     4.  Payments.
         --------

          (a)  Interest.  Maker promises to pay to the Holder hereof Basic
               --------
     Interest, Deferred Interest and Additional Interest as, in the respective
     amounts, and at the respective times provided in Section 2 hereinabove.  No
                                                      ---------
     principal payments shall be due hereunder except at the Stated Maturity
     Date or as otherwise provided herein in the event of default.  Each payment
     of Basic Interest (including without limitation, Deferred Interest), and
     Additional Interest on, or any other amounts of any kind with respect to,
     this Note shall be made by the Maker to the Holder hereof at its office in
     Phoenix, Arizona (or at any other place which the Holder may hereafter
     designate for such purpose in a notice duly given to the Maker hereunder),
     not later than noon, Pacific Standard Time, on the date due thereof; and
     funds received after that hour shall be deemed to have been received by the
     Holder on the next following business day.  Whenever any payment to be made
     under this Note shall be stated to be due on a date which is not a business
     day, the due date thereof shall be extended to the next succeeding business
     day, and interest shall be payable at the applicable rate during such
     extension.

          (b)  Late Payment Charges.  If any amount of Interest, principal or
               --------------------
     any other charge or amount which becomes due and payable under this Note is
     not paid and received by the Holder within five business days after the
     date it first becomes due and payable, Maker shall pay to the Holder hereof
     a late payment charge in an amount equal to five percent (5%) of the full
     amount of such late payment, whether such late payment is received prior to
     or after the expiration of the ten-day cure period set forth in Section
                                                                     -------
     8(a).  Maker recognizes that in the event any payment secured hereby (other
     ----
     than the principal payment due upon maturity of the Note, whether by
     acceleration or otherwise) is not made when due, Holder will incur extra
     expenses in handling the delinquent payment, the exact amount of which is
     impossible to ascertain, but that a charge of five percent (5%) of the
     amount of the delinquent payment would be a reasonable estimate of the
     expenses so incurred.  Therefore, if any such payment is not received when
     due and payable, Maker pay to Holder to cover expenses incurred in handling
<PAGE>
     the delinquent payment, an amount calculated at five percent (5%) of the
     amount of the delinquent payment.

          (c)  No Prepayment.  Maker shall have the right to prepay this Note at
               -------------
     any time, but only subject to the requirements and conditions set forth
     below.  If under any circumstances whatsoever (other than pursuant to
     Section 3 above) this Note is paid in whole or in part, whether
     voluntarily, following acceleration after the occurrence of an Event of
     Default, with the consent of Holder, by Holder's application of any
     condemnation or insurance proceeds to amounts due under the Note, by
     operation of law or otherwise, and whether or not such payment prior to the
     Stated Maturity Date results from the Holder's exercise of its rights to
     accelerate the indebtedness evidenced hereby, then Maker shall pay to the
     Holder the Yield Maintenance Premium (defined hereinbelow) in addition to
     paying the entire unpaid principal balance of this Note and all Interest
     which has accrued but is unpaid except with the written consent of the
     Holder.

          A Yield Maintenance Premium in an amount equal to the grater of (A)
     one percent (1.0%) of the principal amount being prepaid, and (B) the
     positive excess of (1) the present value ("PV") of all future installments
     of principal and interest due pursuant to Section 4(a) of this Note absent
                                               ------------
     any such prepayment including the principal amount due at the Stated
     Maturity Date (collectively, "All Future Payments"), discounted at an
     interest rate per annum equal to the sum of (a) the Treasury Constant
     Maturity Yield Index published during the second full week preceding the
     date on which such Yield Maintenance Premium is payable for instruments
     having a maturity coterminous with the remaining term of this Note, and (b)
     One Hundred Forty (140) basis points, over (2) the then outstanding
     principal balance hereof immediately before such prepayment [(PV of All
     Future Payments) (Principal balance at the time of prepayment) = Yield
     Maintenance Premium].  "Treasury Constant Maturity Yield Index" shall mean
     the average yield for "This Week" as reported by the Federal Reserve Board
     in Federal Reserve Statistical Release H.15 (519).  If there is no Treasury
     Constant Maturity Yield Index for instruments having a maturity coterminous
     with the remaining term of this Note, then the index shall be equal to the
     weighted average yield to maturity of the Treasury Constant Maturity Yield
     Indices with maturities next longer and shorter than such remaining average
     life to the maturity, calculated by averaging (and rounding upward to the
     nearest 1/100 of 1% per annum, if the average is not such a multiple) the
     yields of the relevant Treasury Constant Maturity Yield Indices (rounded,
     if necessary, to the nearest 1/100 of 1% with any figure of 1/200 of 1% or
     above rounded upward).  In the event that any Yield Maintenance Premium is
     due hereunder, Holder shall deliver to Maker a statement setting forth the
     amount and determination of the Yield Maintenance Premium and, provided
     that Holder shall have in good faith applied the formula described above,
     Maker shall not have the right to challenge the calculation or the method
     of calculation set forth in any such statement in the absence of manifest
     error, which calculation may be made by Holder on any day during the thirty
     (30) day period preceding the date of such prepayment.  Holder shall not be
     obligated or required to have actually reinvested the prepaid principal
<PAGE>
     balance at the Treasury Constant Maturity Yield Index or otherwise as a
     condition to receiving the Yield Maintenance Premium. No Yield Maintenance
     Premium or premium shall be due or payable in connection with any
     prepayment of the indebtedness evidenced by this Note made on or after any
     date after January 1, 2008.  In addition to the aforesaid Yield Maintenance
     Premium if, upon any such prepayment (whether prior to or after any date
     that is after January 1, 2008, the aforesaid prior written notice has not
     been received by Holder, the Yield Maintenance Premium shall be increased
     by an amount equal to the lesser of (i) thirty (30) days' unearned interest
     computed in the outstanding principal balance of this Note, so prepaid and
     (ii) unearned interest computed on the outstanding principal balance of
     this Note so prepaid for the period from, and including, the date of
     prepayment through the otherwise Stated Maturity Date of this Note.

          Without limiting the scope of the foregoing provisions, the provisions
     of this paragraph shall constitute, within the meaning of any applicable
     state statute, both a waiver of any right Maker may have to prepay the
     Note, in whole or in part, without premium or charge, upon acceleration of
     the maturity of the Note, or otherwise, and an agreement by Maker to pay
     the prepayment charge described in this Note, whether such prepayment is
     voluntary or upon or following any acceleration of this Note, or otherwise,
     and for such purpose Maker has separately initialed this provision in the
     space provided below, and Maker hereby declares that Holder's agreement to
     make the Loan to Maker at the interest rate and for the term set forth in
     the Note constitutes adequate consideration, of individual weight, for this
     waiver and agreement by Maker.

     Notwithstanding the foregoing, or anything else in this Note to the
     contrary, it is agreed that in the event this Note becomes due and payable
     as a result of the termination of all of the Property Management
     Agreements, Maker shall not be subject to the Yield Maintenance Premiums or
     other prepayment premiums contemplated herein and Maker shall only be
     required to repay the outstanding principal balance of this Note and
     accrued but unpaid  Basic Interest and Deferred Interest through the date
     of such prepayment, it being agreed that in such event, Maker shall not be
     required to pay any Capital Proceeds Contingent Interest or Cash Flow
     Contingent Interest.

                   Maker's Initials:  /S/ MVS
                                      -------

     5.  Representations and Warranties of Maker.  Maker represents and warrants
         ---------------------------------------
to Payee, as of the date hereof, that:

          (a)  Due Authorization.  Maker is a corporation duly organized under
               -----------------
     the laws of the state of its organization, with the authority to consummate
     the transactions contemplated hereby;
<PAGE>

          (b)  No Violation.  Maker's execution, delivery and performance of its
               ------------
     obligations under the Debt Papers do not and will not violate the articles
     of incorporation or by-laws of Maker and will not violate, conflict with or
     constitute a default under any agreement to which Maker is a party or by
     which the Project is bound or encumbered, or violate any Requirements of
     Law to which Maker or the Project is subject;

          (c)  Consents.  No consents, approvals, filings, or notices of, with
               --------
     or to any Person are required on the part of Maker in connection with
     Maker's execution, delivery and performance of its obligations hereunder
     that have not been duly obtained, made or given, as the case may be;

          (d)  Enforceability.  The Note is valid, binding and enforceable in
               --------------
     accordance with its terms, except as the enforceability hereof may be
     limited by bankruptcy, insolvency, moratorium, reorganization or similar
     laws relating to or affecting the enforcement of creditors' rights
     generally.

          (e)  Compliance with Laws.  Each Mortgaged Property is in compliance
               --------------------
     in all material respects with all applicable Requirements of Law;

          (f)  Zoning and Other Laws.  The Project and the use thereof as a
               ---------------------
     self-storage facility, separate and apart from any other properties,
     constitutes a legal and conforming use under applicable zoning regulations
     and each such Project is in compliance in all material respects with all
     applicable Requirements of Law;

          (g)  Litigation.  No litigation, investigation or proceeding or notice
               ----------
     thereof before any arbitrator or governmental authority, agency or
     subdivision is pending or, to Maker's best knowledge, threatened, against
     Maker or the Project;

          (h)  Utilities; Licenses.  All utilities required by Requirements of
               -------------------
     Law or by the normal and intended use of the Project are installed to the
     property line and connected by valid permits and the Maker possesses, or
     will possess as and when necessary, all patents, patent rights or licenses,
     trademarks, trade names, trade name right, service marks, copyrights,
     licenses, permits and consents (or rights thereto) which are required to
     conduct its business as it is now conducted or as it is presently proposed
     to be conducted, or which are required by any governmental entity or
     agency;

          (i)  Intentionally omitted; and

          (j)  Place of Business.  Maker's principal place of business is
               -----------------
     located at 715 South Country Club Drive, Mesa, AZ 85210.

     6.  Affirmative Covenants.  Maker hereby covenants and agrees that, so long
              ---------------------
<PAGE>
as any indebtedness under the Note remains unpaid, Maker shall:

          (a)  Use of Proceeds.  Use the proceeds of the Loan to repay certain
               ---------------
     indebtedness presently outstanding against the Project and held by Payee or
     to capitalize the Borrowers.

          (b)  Financial Statements.  Deliver or cause to be delivered to
               --------------------
     Holder:

                         (i)  As soon as available and in any event within 90
          days after the end of each calendar year, annual financial reports on
          the Project showing all income and expenses certified to be accurate
          and complete by an officer of the Maker; and

                         (ii)  As soon as available and in any event within 45
          days after the end of each of the first three calendar quarters of
          each year, (1)  a detailed comparative earnings statement for such
          quarter and for the period commencing at the end of the previous
          fiscal year and ending with the end of such quarter, and (2) financial
          reports on the Project showing all income and expenses, certified to
          be accurate and complete by an officer of the managing general partner
          of Maker (or, if Maker is a corporation, of Maker); and

                         (iii)  Promptly, such additional financial and other
          information (including, without limitation, information regarding the
          Project) as Holder may from time to time reasonably request.

          (c)  Inspection of Property; Books and Records; Discussions.  Keep
               ------------------------------------------------------
     proper books of record and account in which full, true and correct entries
     in conformity with GAAP and all Requirements of Law shall be made of all
     dealings and transactions in relation to its business and activities and,
     upon reasonable notice, permit representatives of Holder to examine and
     make abstracts from any of its books and records at any reasonable time and
     as often as may reasonably be desired by Holder and to discuss the
     business, operations, properties and financial and other conditions of
     Maker with officers and employees of Maker and with its independent
     certified public accountants.  In addition, on the last day of each
     calendar month on which an Interest payment is due, Maker shall furnish to
     Holder a certified statement of operations of the Project for the calendar
     month in which such Interest payment is due, showing in reasonable detail
     and in a format approved by Holder the Gross Receipts, Operating Expenses,
     and Net Cash Flow, as well as (if required by Holder) all data necessary
     for the calculation of any such amounts.  Maker shall keep and maintain at
     all times full and accurate books of account and records adequate to
     correctly reflect all such amounts.  Such books and records shall be
     available for at least five (5) years after the end of the relevant
     calendar month.  Holder shall have the right to inspect, copy and audit
     such books of account and records at Holder's expense, during reasonable
     business hours, and upon reasonable notice to Maker, for the purpose of
     verifying the accuracy of any principal payments made.  The costs of any
<PAGE>
     such audit will be paid by Holder, except that Maker shall pay all
     reasonable costs and expenses of any such audit which discloses that any
     amount properly payable by Maker to Holder hereunder exceeded by five
     percent (5%) or more the amount actually paid and initially reported by
     Maker as being payable with respect thereto.

          (d)  Notices.  Give prompt written notice to Holder of (a) any claims,
               -------
     proceedings or disputes (whether or not purportedly on behalf of Maker)
     against, or to Maker's knowledge, threatened or affecting Maker or the
     Project which, if adversely determined, could reasonably be expected to
     have a Material Adverse Effect (without in any way limiting the foregoing,
     claims, proceedings, or disputes involving in the aggregate monetary
     amounts in excess of $500,000 not fully covered by insurance shall be
     deemed to be material), or (b) any proposal by any public authority to
     acquire the Project or any portion thereof.

          (e)  Expenses.  Pay all reasonable out-of-pocket expenses (including
               --------
     fees and disbursements of counsel, including special local counsel) of
     Holder, incident to any amendments, waivers and renewals of this Note.
<PAGE>

          (f)  Debt Papers.  Comply with and observe all terms and conditions of
               -----------
     the Debt Papers to which it is subject.

          (g)  INDEMNIFICATION.  INDEMNIFY AND HOLD HARMLESS HOLDER AND ITS
               ---------------
     DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS AND AGENTS (THE "INDEMNIFIED
                                                                -----------
     PARTIES") FROM AND AGAINST ALL DAMAGES AND LIABILITIES (COLLECTIVELY AND
     -------
     SEVERALLY, "LOSSES") ASSESSED AGAINST ANY OF THEM RESULTING FROM THE CLAIMS
                 ------
     OF ANY PARTY RELATING TO OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED
     HEREBY, EXCEPT FOR LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL
     MISCONDUCT OF SUCH INDEMNIFIED PARTY, AND REIMBURSE EACH INDEMNIFIED PARTY
     FOR ANY EXPENSES (INCLUDING THE FEES AND DISBURSEMENTS OF LEGAL COUNSEL)
     REASONABLY INCURRED IN CONNECTION WITH THE INVESTIGATION OF, PREPARATION
     FOR OR DEFENSE OF ANY ACTUAL OR THREATENED CLAIM, ACTION OR PROCEEDING
     ARISING THEREFROM (INCLUDING ANY SUCH COSTS OF RESPONDING TO DISCOVERY
     REQUEST OR SUBPOENAS), REGARDLESS OF WHETHER HOLDER OR SUCH OTHER
     INDEMNIFIED PERSON IS A PARTY THERETO.  WITHOUT DEROGATING THE PROVISIONS
     OF SECTION 20 BELOW, IT IS ACKNOWLEDGED AND AGREED BY MAKER THAT THE
        ----------------
     INDEMNIFICATION RIGHTS OF THE INDEMNIFIED PARTIES HEREUNDER ARE IN ADDITION
     TO AND CUMULATIVE WITH ALL OTHER RIGHTS OF THE INDEMNIFIED PARTIES.  WITH
     REFERENCE TO THE PROVISIONS SET FORTH ABOVE IN THIS SECTION 6(g) FOR
                                                         ------------
     PAYMENT BY MAKER OF ATTORNEYS' FEES INCURRED BY THE INDEMNIFIED PARTIES IN
     ANY ACTION OR CLAIM BROUGHT BY A THIRD PARTY, MAKER SHALL, IF IT ADMITS
     LIABILITY HEREUNDER TO ANY INDEMNIFIED PARTY, DILIGENTLY DEFEND SUCH
     INDEMNIFIED PARTY AND DILIGENTLY CONDUCT THE DEFENSE.  IF HOLDER OR ANY
     OTHER SUCH INDEMNIFIED PARTY DESIRES TO ENGAGE SEPARATE COUNSEL, IT MAY DO
     SO AT ITS OWN EXPENSE; PROVIDED, HOWEVER, THAT SUCH LIMITATION ON THE
     OBLIGATION OF MAKER TO PAY THE FEES OF SEPARATE COUNSEL FOR SUCH
     INDEMNIFIED PARTY SHALL NOT APPLY IF SUCH INDEMNIFIED PARTY HAS RETAINED
     SAID SEPARATE COUNSEL BECAUSE OF A REASONABLE BELIEF THAT MAKER IS NOT
     DILIGENTLY DEFENDING IT AND/OR NOT DILIGENTLY CONDUCTING THE DEFENSE AND SO
     NOTIFIES MAKER.  THE OBLIGATIONS OF MAKER UNDER THIS SECTION 6(g) SHALL
                                                          ------------
     SURVIVE REPAYMENT IN FULL OF THE INDEBTEDNESS EVIDENCED HEREBY.  EXCEPT AS
     OTHERWISE PROVIDED, IT IS THE INTENT OF THIS SECTION 6(g) THAT THE MAKER
                                                  ------------
<PAGE>
     SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM LOSSES
     OCCASIONED BY THE ACTS OR OMISSIONS, INCLUDING, WITHOUT LIMITATION,
     NEGLIGENCE, OF THE INDEMNIFIED PARTIES.

                   MAKER'S INITIALS  /S/ MVS
                                     -------

          (g)  Co-operation.  Execute and deliver to Holder any and all
               ------------
     instruments, documents and agreements, and do or cause to be done from time
     to time any and all other acts, reasonably deemed necessary or desirable by
     Holder to effectuate the provisions and purposes of this Note.

          (h)  Requirements of Law.  Comply at all times with all Requirements
               -------------------
     of Law.

          (i)  Management Agreement.  Cause or permit the Project to be
               --------------------
     initially managed by subsidiaries of U-Haul International, Inc. or to be at
     all times managed by a nationally recognized self-storage property
     management company (the "Project Manager") approved by the Holder, which
                              ---------------
     Project Manager shall be employed pursuant to an agreement (the "Property
                                                                      --------
     Management Agreement") approved by the Holder.  In no event shall the fees
     --------------------
     paid (or required to be paid) to the Project Manager exceed six percent
     (6%) of Gross Receipts for any time period.  The Maker agrees, upon request
     of the Holder, to exercise its right to terminate any Project Manager upon
     the occurrence and continuance of (i) an Event of Default, (ii) a Sale of
     U-Haul International, Inc. or such Project Manager, (iii) a breach by such
     Project Manager of its respective Property Management Agreement, or (iv)
     the Net Cash Flow prior to subtracting Interest shall fall twenty percent
     (20%) or more for one complete Loan Year.

     7.  Negative Covenants.  Maker hereby agrees that, as long as any
         ------------------
indebtedness under the Note remains unpaid, Maker shall not, directly or
indirectly:

          (a)  Indebtedness.  Create, incur or assume any Indebtedness except
               ------------
     for: (i) the Loan; (ii) Maker's contingent obligations under the Senior
     Loans; (iii) non-delinquent taxes; (iv) unsecured debt incurred in the
     ordinary course of business and (v) other indebtedness owed to Payee and
     its affiliates.

          (b)  Consolidation and Merger.  Liquidate or dissolve or enter into
               ------------------------
     any consolidation, merger, partnership, joint venture, syndicate or other
     combination (except for a merger or consolidation for the purpose of, and
     having the effect of changing Maker's jurisdiction of organization).

          (c)  Transactions with Affiliates.  Purchase, acquire or lease any
               ----------------------------
     property from, or sell, transfer or lease any property to, or lend or
     advance any money to, or borrow any money from, or guarantee any obligation
     of, or acquire any stock, obligations or securities of, or enter into any
<PAGE>
     merger or consolidation agreement, or any management or similar agreement
     with, any Affiliate, or enter into any other transaction or arrangement or
     make any payment to (including, without limitation, on account of any
     management fees, service fees, office charges, consulting fees, technical
     services charges or tax sharing charges) or otherwise deal with, in the
     ordinary course of business or otherwise, any Affiliate on terms which are
     unreasonably burdensome or unfair, except (i) transactions relating to the
     sharing of overhead expenses, including, without limitation, managerial,
     payroll and accounting and legal expenses, for which charges assessed
     against Maker are not greater than would be incurred by Maker in similar
     transactions with non-Affiliates, or (ii) fair and reasonable transactions
     between Maker and U-Haul International, Inc. and its related companies.

          (d)  Sale of Interests in the Project or in the Maker.  Without
               ------------------------------------------------
     obtaining the prior written consent of Holder (which Holder may withhold or
     condition in its sole and absolute discretion), cause, permit or acquiesce
     in any Sale or Financing.

          (e)  Distributions.  Notwithstanding anything to the contrary
               -------------
     contained in this Note or the Debt Papers, Maker shall not make any
     distributions to any of its partners, except for distributions of amounts
     not in excess of (i) the Catch-Up Amount for any quarter, (ii) any Net Cash
     Flow for any quarter remaining after the payment to Holder of all Interest
     and the Catch-Up Amount payable for and with respect to such quarter, and
     (iii) upon the Sale or Financing any Net Sale or Financing proceeds
     remaining after payment to Holder of the amounts to which Holder is
     entitled hereunder in connection therewith.

          (f)  Business.  Engage, directly or indirectly, in any business other
               --------
     than that arising out of the issuance of this Note, entering into the Debt
     Papers, taking the actions required to be performed under the Debt Papers
     and operating the Mortgaged Properties.

          (g)  No Bankruptcy Filing.  To the extent permitted by law, without
               --------------------
     the unanimous consent of the Board of Directors of the Maker (for these
     purposes such Board of Directors will not include any committee thereof)
     voluntarily file any petition for bankruptcy, reorganization, assignment
     for the benefit of creditors or similar proceeding.

          (h)  No Joint Venture.  Engage in a joint venture or become a partner
               ----------------
     with any other Person.

     8.   Event of Default; Remedies.  Any one of the following occurrences
          --------------------------
shall constitute an Event of Default under this Note:

          (a)  The failure by the undersigned to make any payment of principal,
     Interest or Yield Maintenance Premium upon this Note as and when the same
     becomes due and payable in accordance with the provisions hereof, and the
     continuation of such failure for a period of ten (10) days after notice
     thereof to the Maker;
<PAGE>

          (b)  The failure by the Maker to deposit in any account established
     and maintained pursuant to any collection account agreement any amount
     required to be deposited in such account within 2 days of when required
     pursuant to the terms of such collection account agreement;

          (c)  Any representation, warranty or certification made by Maker under
     any Debt Paper or in any report, certificate or financial statement
     delivered to the Holder under or in connection with any Debt Paper is
     materially inaccurate or incomplete as of the date made; provided, however,
     that such inaccurate or incomplete representation, warranty or
     certification is material and cannot be cured without material prejudice to
     the Holder within 30 days written notice thereof to the Maker;

          (d)  The failure by Maker to perform any obligation under, or the
     occurrence of any other default with respect to any provision of, this Note
     other than as described in any of the other clauses of this Section 8, and
     the continuation of such default for a period of 30 days after written
     notice thereof to the Maker;

          (e)  The occurrence of any Default under the Debt Papers;

          (f)  (i) Maker shall file, institute or commence any case, proceeding
     or other action (A) under any existing or future law of any jurisdiction,
     domestic or foreign, relating to bankruptcy, insolvency, reorganization or
     relief of debtors, seeking to have an order for relief entered with respect
     to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
     reorganization, arrangement, adjustment, winding-up, liquidation,
     dissolution, composition or other relief with respect to it or its debts,
     or (B) seeking appointment of a receiver, trustee, custodian or other
     similar official for it or for all or any substantial part of its assets,
     or Maker shall make a general assignment for the benefit of its creditors;
     or (ii) there shall be filed, instituted or commenced against Maker any
     case, proceeding or other action of a nature referred to in clause (i)
     above which (A) results in the entry of any order for relief or any such
     adjudication or appointment, or (B) remains undismissed undischarged for a
     period of 60 days; or (iii) there shall be commenced against Maker any
     case, proceeding or other action seeking issuance of a warrant of
     attachment, execution, distraint or similar process against all or
     substantially all of its assets which results in the entry of an order for
     any such relief which shall not have been vacated, discharged, stayed,
     satisfied, or bonded to Holder's satisfaction pending appeal, within 60
     days from the first entry thereof; or (iv) Maker shall take any action in
     furtherance of, or indicating its consent to, approval of, or acquiescence
     in, any of the acts described in any of the preceding clauses (i) , (ii) or
     (iii); or (v) Maker shall not, or shall be unable to, or shall admit in
     writing its inability to, pay its debts as they become due, or shall in
     writing admit that it is insolvent;

          (g)  One or more judgments or decrees in an aggregate amount exceeding
<PAGE>
     $1,000,000.00 shall be entered against Maker and all such judgments or
     decrees shall not have been vacated, discharged, stayed, satisfied, or
     bonded to Holder's satisfaction pending appeal within 60 days from the
     first entry thereof; or

          (h)  The occurrence of a Event of Default under the promissory notes
     evidencing the Senior Loans.

Upon the occurrence of any Event of Default hereunder:  the entire unpaid
principal balance of, and any unpaid Basic Interest and Additional Interest then
accrued on, this Note together with the Yield Maintenance Premium, if any, and
other charges payable pursuant to the Debt Papers shall, at the option of the
Holder hereof and without demand or notice of any kind to the undersigned or any
other person, immediately become and be due and payable in full (except that
such acceleration shall occur automatically upon the occurrence of any Event of
Default described in the preceding clause (e) of this Section 8, without further
action or decision by Holder); and the Holder shall have and may exercise any
and all rights and remedies available at law or in equity and also any and all
rights and remedies provided in the Mortgage and any of the other Security
Documents.

     9.  Offset.  In addition to (and not in limitation of) any rights of offset
         ------
that the Holder hereof may have under applicable law, upon the occurrence of any
Event of Default hereunder the Holder hereof shall have the right, immediately
and without notice, to appropriate and apply to the payment of this Note any and
all balances, credits, deposits, accounts or moneys of the Maker then or
thereafter with or held by the Holder hereof.

     10.  Allocation of Balances or of Payments.  At any and all times until
          -------------------------------------
this Note and all amounts hereunder (including principal, Interest, and other
charges and amounts, if any) are paid in full, all payments (whether of
principal, Interest or other amounts) made by the undersigned or any other
person (including any guarantor) to the Holder hereof may be allocated by the
Holder to principal, Interest or other charges or amounts as the Holder may
determine in its sole, exclusive and unreviewable discretion (and without notice
to or the consent of any person).

     11.  Captions.  Any headings or captions in this Note are inserted for
          --------
convenience of reference only, and they shall not be deemed to constitute a part
hereof, nor shall they be used to construe or interpret the provisions of this
Note.

     12.  Waiver.
          ------

          (a)  Maker, for itself and for its successors, transferees and assigns
     and all guarantors and endorsers, hereby waives diligence, presentment and
     demand for payment, protest, notice of protest and nonpayment, dishonor and
     notice of dishonor, notice of the intention to accelerate, notice of
     acceleration, and all other demands or notices of any and every kind
     whatsoever (except only for any notice of default expressly provided for in
     Section 8 of this Note or in the Security Documents) and the undersigned
     ---------
<PAGE>
     agrees that this Note and any or all payments coming due hereunder may be
     extended from time to time in the sole discretion of the Holder hereof
     without in any way affecting or diminishing their liability hereunder.

          (b)  No extension of the time for the payment of this Note or any
     payment becoming due or payable hereunder, which may be made by agreement
     with any Person now or hereafter liable for the payment of this Note, shall
     operate to release, discharge, modify, change or affect the original
     liability under this Note, either in whole or in part, of the Maker if it
     is not a party to such agreement.

          (c)  No delay in the exercise of any right or remedy hereunder shall
     be deemed a waiver of such right or remedy, nor shall the exercise of any
     right or remedy be deemed an election of remedies or a waiver of any other
     right or remedy.  Without limiting the generality of the foregoing, the
     failure of the Holder hereof promptly after the occurrence of any Event of
     Default hereunder to exercise its right to declare the indebtedness
     remaining unmatured hereunder to be immediately due and payable shall not
     constitute a waiver of such right while such Event of Default continues nor
     a waiver of such right in connection with any future Event of Default on
     the part of the undersigned.

     13.  Payment of Costs.  The undersigned hereby expressly agrees that upon
          ----------------
the occurrence of any Event of Default under this Note, the undersigned will pay
to the Holder hereof, on demand, all costs of collection or enforcement of every
kind, including (but not limited to) all attorneys' fees, court costs, and other
costs and expenses of every kind incurred by the Holder hereof, on demand, all
costs of collection or enforcement of every kind, including (but not limited to)
all attorneys' fees, court costs, and other costs and expenses of every kind
incurred by the Holder hereof in connection with the protection or realization
of any or all of the security for this Note, whether or not any lawsuit is ever
filed with respect thereto.

     14.  The Debt Papers.  This Note is unsecured.  The Senior Loans are
          ---------------
secured by, inter alia,  certain Deeds of Trust (and Mortgages, and Deeds to
Secure Debt), Assignment of Leases and Rents, Security Agreement and Financing
Statement, made and granted by subsidiaries of Maker to or for the benefit of
the Senior Holders, respectively, which create liens on real estate in the
Project and which also creates a security interest in personal property located
thereat or utilized in connection therewith, and each and every additional
document or instrument which may at any time be delivered to the Senior Holders
as security under the Senior Loans, as any of the same may at any time or from
time to time be amended, modified or restated, and together with all
substitutions and replacements therefor, are sometimes referred to collectively
herein as the "Security Documents").  Reference should be made to the Security
               ------------------
Documents for a description of the property encumbered thereby and the nature
and extent of the security thereof. The Security Documents and all other
documents executed in connection with the Senior Loans are referred to
collectively herein as the "Debt Papers". Notwithstanding anything to the
                            -----------
contrary set forth or implied herein, this Note is not indebtedness of the
Borrowers, and is not secured, whether directly or indirectly, by the Project or
<PAGE>
any collateral or property owned or operated by the Borrowers, or any of them.

     15.  Notices.  All notices, demands and other communications hereunder to
          -------
either party shall be made in writing and shall be deemed to have been given
when actually received or, if mailed, on the first to occur of actual receipt or
the third business day after the deposit thereof in the United States mails, by
registered or certified mail, postage prepaid, addressed as follows:



     If to the Maker:   SAC Holding Corporation
                        715 South Country Club Drive
                        Mesa, AZ 85210
                        Attention:  President

     If to the Holder:  U-Haul International, Inc.
                        2721 North Central Avenue
                        Phoenix, Arizona 85004
                        Attention: Treasurer


or to either party at such other address as such party may designate as its
address for the receipt of notices hereunder in a written notice duly given to
the other party.

     16.  Time of the Essence.  Time is hereby declared to be of the essence of
          -------------------
this Note and of every part hereof.

     17.  Governing Law.  This Note shall be governed by and construed in
          -------------
accordance with the internal laws of the State of Arizona.

     18.  Jurisdiction.  In any controversy, dispute or question arising
          ------------
hereunder or under the other Debt Papers, the Maker consents to the exercise of
jurisdiction over its person and property by any court of competent jurisdiction
situated in the State of Arizona (whether it be a court of the State of Arizona,
or a court of the United States of America situated in the State of Arizona),
and in connection therewith, agrees to submit to, and be bound by, the
jurisdiction of such court upon the Holder's mailing of process by registered or
certified mail, return receipt requested, postage prepaid, within or without the
State of Arizona, to the Maker at its address for receipt of notices under this
Note.

     19.  HOLDER NOT PARTNER OF MAKER.  UNDER NO CIRCUMSTANCES WHATSOEVER SHALL
          ---------------------------
THE HOLDER OF THIS NOTE BE DEEMED TO BE A PARTNER OR A CO-VENTURER WITH MAKER OR
WITH ANY OTHER PERSON.  MAKER SHALL NOT REPRESENT TO ANY PERSON THAT THE MAKER
<PAGE>
AND THE HOLDER HEREOF ARE PARTNERS OR CO-VENTURERS.  ANY AND ALL ACTIONS BY THE
HOLDER HEREOF IN EXERCISING ANY RIGHTS, REMEDIES OR PRIVILEGES HEREOF OR IN
ENFORCING THIS NOTE OR THE OTHER DEBT PAPERS WILL BE EXERCISED BY THE HOLDER
SOLELY IN FURTHERANCE OF ITS ROLE AS A SECURED LENDER.

     20.  Intentionally omitted.
          ---------------------

     21.  JURY TRIAL.  THE MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY
          ----------
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE
OR ANY DEBT PAPERS TO WHICH IT IS A PARTY, OR UNDER ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN
CONNECTION WITH THIS NOTE OR ANY DEBT PAPERS, AND AGREES THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

     22.  Entire Agreement.  This Note and the other Security Documents
          ----------------
constitute the entire agreement between Maker and Payee.  No representations,
warranties, undertakings, or promises whether written or oral, expressed or
implied have been made by the Payee or its agent unless expressly stated in this
Note or the Security Documents.
<PAGE>

























                     [THIS SPACE INTENTIONALLY LEFT BLANK]
<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed and delivered this Note,
pursuant to proper authority duly granted, as of the date and year first above
written.


            SAC HOLDING CORPORATION
            a Nevada corporation

            By:  /S/ Mark V. Shoen
                 ----------------------------------

            Its: President
                 ----------------------------------
<PAGE>




                               Schedule A

                        Description of the Project


884015          U-HAUL STORAGE    1301 ALOSTA AVENUE       GLENDORA  CA  91740
                      GLENDORA
837025        U-HAUL CENTER OF      6 MERRILL STREET      SALISBURY  MA  01952
                     SALISBURY
882053     U-HAUL STORAGE IVAR      3527 IVAR AVENUE       ROSEMEAD  CA  91770
                        AVENUE
882079          U-HAUL STORAGE         5600 BUSINESS           CLAY  NY  13041
               BUSINESS AVENUE                AVENUE
882081          U-HAUL STORAGE         611 BLACKWOOD      CLEMENTON  NJ  08024
                    LAURELWOOD             CLEMENTON
883002    U-HAUL STORAGE SOUTH      7225 SOUTH HULEN     FORT WORTH  TX  76133
                         HULEN
883082    U-HAUL STORAGE BLACK        3029 FAIRFIELD     BRIDGEPORT  CT  06605
                          ROCK                AVENUE
884051       U-HAUL WAXAHACHIE  1103 WEST 287 BYPASS      WAXHACHIE  TX  75165
884074     U-HAUL STORAGE I-30    9302 INTERSTATE 30    LITTLE ROCK  AR  72209
884076  U-HAUL STORAGE TARRANT     2455 TARRANT ROAD  GRAND PRAIRIE  TX  75050
                          ROAD


882061       U-HAUL RIO SALADO             500 NORTH     SCOTTSDALE  AZ  85281
                                     SCOTTSDALE ROAD
882080          U-HAUL STORAGE         2055 RIDGEWAY         GREECE  NY  14616
               RIDGEWAY AVENUE                AVENUE
882083          U-HAUL STORAGE        94 CONNECTICUT     BURLINGTON  NJ  08016
                    BURLINGTON                 DRIVE
882089          U-HAUL STORAGE     36 NORTH SYCAMORE       PASADENA  CA  91107
                  SYCAMORE AVE                AVENUE
88300      U-HAUL STORAGE RUFE   6404 BROWNING DRIVE     FORT WORTH  TX  76181
                          SNOW
884014     U-HAUL STORAGE ALMA       3401 ALMA DRIVE          PLANO  TX  75023
709022     U-HAUL CENTER WHITE  6201-6261 WHITE LANE    BAKERSFIELD  CA  93309
                          LANE
884025          U-HAUL STORAGE         1200 NEWFIELD     MIDDLETOWN  CT  06457
                    MIDDLETOWN            STREET (RT
884061          U-HAUL STORAGE       7741-43 ECKHART    SAN ANTONIO  TX  78240
                     WESTCHASE                  ROAD
884063          U-HAUL STORAGE       2101 S KINGSHWY      ST. LOUIS  MO  63110
                     SOUTHSIDE                  BLVD






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>10
<FILENAME>p66363aex10-13.txt
<DESCRIPTION>EX-10.13
<TEXT>
<PAGE>
                                                                  Exhibit 10.13

                               PROMISSORY NOTE

Maximum principal amount of                        dated as of January 11, 2002
Up to $47,500,000.00

     FOR VALUE RECEIVED, the undersigned, SAC Holding Corporation, a Nevada
corporation (the "Maker" or the "undersigned"), promises to pay to the order of
                  -----          -----------
U-Haul International, Inc., a Nevada corporation, ("Payee"), at the principal
                                                    -----
office of the Payee at 2721 North Central Avenue, Phoenix, Arizona 85004 or at
such other place or places as the holder hereof may from time to time designate
in writing, the principal sum of up to Forty-Seven Million Five Hundred Thousand
and no/100ths Dollars ($47,500,000), with Interest on the principal balance
outstanding from time to time, all as hereinafter set forth.

     1.   Definitions.  As used in this Note, each of the following terms shall
          -----------
have the following meanings, respectively:

          "Accrual Rate":  shall mean the annual interest rate of nine percent
           ------------
     (9.0%).

          "Additional Interest":  shall mean and include both Dividend
          ---------------------
     Contingent Interest and Return of Investment Contingent Interest.

          "Affiliate":  of any specified Person shall mean (i) any other Person
          -----------
     controlling or controlled by or under common control with such specified
     Person and (ii) any limited partner of such Person if such Person is a
     limited partnership, any shareholder of such Person if such Person is a
     corporation, or any member of such Person if such Person is a limited
     liability company.  For the purposes of this definition, "control," when
     used with respect to any specified Person, means the power to direct the
     management and policies of such person, directly or indirectly, whether
     through the ownership of voting securities, by contract, or otherwise; and
     the terms "controlling" and "controlled" have meanings correlative to the
     foregoing.

          "Basic Interest":  shall have the meaning given it in Section 2(a) and
          ----------------                                      ------------
     2(b) below.
     ----

          "Catch-Up Payment":  shall have the meaning given it in Section 2(d).
          ------------------                                      ------------

          "Deferred Interest":  shall have the meaning given it in Section 2(a).
          -------------------                                      ------------

          "Dividend Contingent Interest":  shall have the meaning given it in
          ------------------------------
     Section 2(e) below.
     ------------

          "Dividend Income": shall mean the income in the form of dividends
           ---------------
     received by Maker from the Project Owners (or any of them).
<PAGE>

          "GAAP": shall mean generally accepted accounting principles as used
          ------
     and understood in the United States of America from time to time.

          "Gross Receipts":  shall mean, for any period all gross receipts,
          ----------------
     revenues and income of any and every kind collected or received by or for
     the benefit or account of Maker and/or the Project Owners during such
     period arising from the ownership, rental, use, occupancy or operation of
     the Project or any portion thereof.  Gross Receipts shall include, without
     limitation, all receipts from all tenants, licensees and other occupants
     and users of the Project or any portion thereof, including, without
     limitation, rents, security deposits and the like, interest earned and paid
     or credited on all Maker's or the Project Owners' deposit accounts related
     to the Project, all proceeds of rent or business interruption insurance,
     and the proceeds of all casualty insurance or eminent domain awards to the
     extent not (i) applied, or reserved and applied within six (6) months after
     the creation of such reserve, to the restoration of the Project in
     accordance with the Project Loan Documents, (ii) paid to Holder to reduce
     the principal amount of the Loan or (iii) paid to reduce the principal
     amount of the Project Loans.  Gross Receipts shall include the net
     commission payable from U-Haul International, Inc. or affiliates thereof
     for the rental of its equipment at any Mortgaged Property; provided however
     that such net commissions payable shall not be included in Gross Receipts
     until the 15th day of the month following the month in which such rental
     occurred, all in accordance with the customary procedure for the payment of
     net commission.  Gross Receipts shall not include any capital contributed
     to Maker, whether in the form of a loan or equity, or any proceeds from any
     loan made to Maker. Any receipt included within Gross Receipts in one
     period shall not be included within Gross Receipts for any other period
     (i.e., no item of revenue or receipts shall be counted twice).
      ----

          "Highest Lawful Rate": shall mean the maximum rate of interest which
          ---------------------
     the Holder is allowed to contract for, charge, take, reserve, or receive
     under applicable law after taking into account, to the extent required by
     applicable law, any and all relevant payments or charges hereunder.

          "Holder":  shall mean at any particular time, the Person that is then
          --------
     the holder of this Note.

          "Interest":  shall mean Additional Interest, Basic Interest and
          ----------
     Deferred Interest.

          "Loan":  shall mean the unsecured loan in the amount of up to
          ------
     $47,500,000.00 made by Payee to Maker and evidenced by this Note.

          "Loan Year":  shall mean a year commencing on the date of this Note,
          -----------
     or an anniversary thereof, and ending 365 days (or 366 days in a leap year)
     thereafter.

          "Management Fee":  shall mean the fee paid to the Project Manager
          ----------------
<PAGE>
     pursuant to the Property Management Agreement which fee shall in no event
     exceed six percent (6.0%) of Gross Receipts.

          "Material Adverse Effect":  shall mean the likely inability or
          -------------------------
     reasonably anticipated inability of Maker to pay the Loan and perform its
     other obligations in compliance this Note.

          "Maturity Date":  shall mean the first to occur of the Stated Maturity
          ---------------
     Date and the earlier date (if any) on which the unpaid principal balance
     of, and unpaid Interest on, this Note shall become due and payable on
     account of acceleration by the Holder hereof.

          "Mortgaged Properties": shall mean the properties of the Project
           --------------------
     Owners identified on Schedule A hereto.

          "Note": shall mean this Promissory Note as it may be amended,
          ------
     modified, extended or restated from time to time, together with all
     substitutions and replacements therefor.

          "Pay Rate":  shall mean the annual interest rate of two percent
          ----------
     (2.0%).

          "Pay Rate Interest":  shall mean for any period the amount of Basic
          -------------------
     Interest payable for such period less the amount of Deferred Interest which
     accrued during such period.

          "Person":  shall mean any corporation, natural person, firm, joint
          --------
     venture, general partnership, limited partnership, limited liability
     company, trust, unincorporated organization, government or any department
     or agency of any government.

          "Present Value":  shall have the meaning given such term in Section
          ---------------
     4(c) below.

          "Project":  shall mean the real estate, the improvements and the
          ---------
     personal property identified on Schedule A hereto, taken together
     collectively

          "Project Lender" shall mean UBS Warburg Real Estate Investments, Inc.
          ----------------
     or designee and/or such other Person who may extend a loan with respect to
     the Project or any portion thereof, as the context may so require, in its
     capacity as the lender under the Project Loans.

          "Project Loan Documents":  shall mean and include, at any time, all
          ------------------------
     promissory notes, mortgages and other documents and instruments which
     create, evidence or secure all or any part of the Project Loans.

          "Project Loans":  shall mean, collectively, (i) that certain loan in
          ---------------
     the amount of $12,966,000 made by Project Lender to the Twenty SAC Self
     Storage Corporation; (ii) that certain loan in the amount of $14,607,000
     made by Project Lender to the Twenty-One SAC Self Storage Corporation;
<PAGE>
     (iii) that certain loan in the amount of $11,416,000 made by Project Lender
     to Twenty-Two SAC Self-Storage Corporation; (iv) that certain loan in the
     amount of $11,511,000 made by Project Lender to Twenty-Three SAC Self-
     Storage Corporation, each dated as of the date hereof.

          "Project Manager":  shall have the meaning given it in Section 6(i)
          -----------------                                      ------------
     below.

          "Project Owners": shall mean, collectively, Twenty SAC Self-Storage
           --------------
     Corporation, a Nevada corporation, Twenty-One SAC Self-Storage Corporation,
     a Nevada corporation, Twenty-Two SAC Self-Storage Corporation, a Nevada
     corporation, and Twenty-Three SAC Self-Storage Corporation, a Nevada
     corporation, each of which being wholly-owned subsidiaries of Maker.

          "Property Management Agreement":  shall have the meaning given such
          -------------------------------
     term in Section 6(i) below.
             ------------

           "Requirements of Law":  shall mean, as to any Person, requirements as
           ---------------------
     set out in the provisions of such Person's Articles of Incorporation and
     Bylaws (in the case of a corporation) partnership agreement and certificate
     or statement of partnership (in the case of a partnership) or other
     organizational or governing documents, or as set out in any law, treaty,
     rule or regulation, or final and binding determination of an arbitrator, or
     determination of a court or other federal, state or local governmental
     agency, authority or subdivision applicable to or binding upon such Person
     or any of its property or to which such Person or any of its property is
     subject, or in any private covenant, condition or restriction applicable to
     or binding upon such Person or any of its property or to which such Person
     or any of its property is subject.

          "Return of Investment":  shall mean any return to Maker of its
          ----------------------
     investment in the Project Owners (or any of them) following a Sale or
     Financing.

          "Return of Investment Contingent Interest":  shall have the meaning
          ------------------------------------------
     given it in Section 2(g) below.
                 ------------

          "Sale":  shall mean any direct or indirect sale, assignment, transfer,
          ------
     conveyance, lease (except for leases or licenses of terms not exceeding 1
     year to tenants in the ordinary course of business complying with standards
     and in a form approved by Payee) or disposition of any kind whatsoever of
     the Project, or of any portion thereof or interest (whether legal,
     beneficial or otherwise) of 25% or more (in the aggregate of all such
     sales, transfers, assignments, etc., made at any time or from time to time,
     taken together) of all equity interests in Maker.

          "Stated Maturity Date":  shall mean the earlier of (i) January 1,
          ----------------------
     2022,  and (ii) from and after February 1, 2014, on demand by Payee.
<PAGE>

          "Tax and Insurance Escrow Account":  shall mean any impound account
          ----------------------------------
     established pursuant to the Project Loans, or any of them, and may include
     without limitation, impounds for capital repairs and replacements.

          "Triggering Event":  shall have the meaning given it in Section
          ------------------                                      -------
     2(h)(ii) below.
     --------

          "Yield Maintenance Premium":  shall have the meaning given such term
          ---------------------------
     in Section 4(b) below.
        ------------

     2.  Interest.
         --------

          (a)  Basic Interest Rate Prior to Maturity.  Prior to the Maturity
               -------------------------------------
     Date, interest ("Basic Interest") shall accrue on the principal balance of
                      --------------
     the Note outstanding from time to time at the Accrual Rate.  Such interest
     shall be paid monthly in arrears, on the first day of each month.
     Notwithstanding the foregoing, Maker shall pay to Holder an amount
     calculated by applying the Pay Rate to the principal balance outstanding
     hereunder; and, the remainder of the Basic Interest accrued hereunder at
     the Accrual Rate during such month through the last day of such month
     ("Deferred Interest") shall be deferred, shall be payable as and at the
       -----------------
     time provided in Section 2(d) below, and commencing on the day payment of
                      ------------
     Basic Interest at the Pay Rate is due for such month, interest shall accrue
     on such Deferred Interest at the Accrual Rate (and any accrued interest
     thereon, shall be considered part of Deferred Interest).

          (b)  Post-Maturity Basic Interest.  From and after the Maturity Date
               ----------------------------
     interest ("Post Maturity Basic Interest") shall accrue and be payable on
                ----------------------------
     the outstanding principal balance hereof until paid in full at an annual
     rate equal to fifteen percent (15%) and such Post Maturity Basic Interest
     shall be payable upon demand.

          (c)  Computations.  All computations of interest and fees payable
               ------------
     hereunder shall be based upon a year of 360 days for the actual number of
     days elapsed.

          (d)  Deferred Interest.  Deferred Interest shall be paid as follows:
               -----------------

               (i)  On each monthly date for the payment of Basic Interest,
          Maker shall also pay an amount (the "Catch-Up Payment") equal to the
                                               ----------------
          lesser of (i) the aggregate outstanding Deferred Interest on the last
          day of the month for which such payment is being made and (ii) ninety
          percent (90%) of Maker's Dividend Income for such period plus an
          additional amount equal to twice the Pay Rate Interest for such
          period;

               (ii)  All unpaid Deferred Interest shall be paid on the Maturity
          Date; and
<PAGE>

               (iii) No payment of Deferred Interest may, when added to all
          other payments of interest or payments construed as interest, shall
          exceed the Highest Lawful Rate.

          (e)  Dividend Contingent Interest.  In addition to Basic Interest and
               ----------------------------
     Deferred Interest, on each date on which Basic Interest is payable
     hereunder, Maker shall pay to Holder interest ("Dividend Contingent
                                                     -------------------
     Interest") in an amount equal to the amount (if any) by which ninety
     --------
     percent (90%) of Maker's Dividend Income for that period plus an additional
     amount equal to twice the Pay Rate Interest for such period (each
     calculated as of that date) exceeds the Catch-Up Payment paid on that date
     by Maker to Holder.

          (f)  Prorations of Dividend Contingent Interest. Dividend Contingent
               ------------------------------------------
Interest shall be equitably prorated on the basis of a 365-day year for any
partial month in which the term of the Loan commences or in which the Note is
paid in full.

          (g)  Return of Investment Contingent Interest.
               ----------------------------------------

               (i)  Return of Investment Contingent Interest Defined. Maker
                    ------------------------------------------------
     shall pay to Holder, in addition to Basic Interest, Deferred Interest and
     Dividend Contingent Interest, at the time or times and in the manner
     hereinafter described, an amount equal to ninety percent (90%) of Maker's
     Return of Investment resulting following a Sale of the Project (or any
     portion thereof) (any such event is hereinafter collectively referred to as
     a "Sale or Financing") ("Return of Investment Contingent Interest");
        -----------------

               (ii)  Notice of Sale or Financing; Time for Payment of Return of
                     ----------------------------------------------------------
     Investment Contingent Interest.  Maker shall notify Holder of the
     ------------------------------
     occurrence of a Sale or Financing, and shall pay Holder the full amount of
     any applicable Return of Investment Contingent Interest which is payable in
     connection therewith, as follows:

                    (A) Maker shall give Holder written notice of any such Sale
     or Financing not less than seventy five (75) days before the date such
     event is to occur.  Any Return of Investment Contingent Interest due Holder
     on account of any Sale or Financing shall be paid to Holder on the date
     such Triggering Event occurs.

               (iii)  Negative Return of Investment Contingent Interest.
                      -------------------------------------------------
     Notwithstanding any other provision of this Agreement, Holder shall not be
     responsible or liable in any respect to Maker or any other Person for any
     reduction in the fair market value of the Project or for any contingency,
     condition or occurrence that might result in a negative number for Return
     of Investment Contingent Interest.  If at any time it is calculated, Return
     of Investment Contingent Interest shall be a negative amount, no Return of
     Investment Contingent Interest shall at that time be payable to Holder, but
     Holder shall in no way be liable for any such negative amount and there
     shall be no deduction or offset for such negative amount at any time when
     Return of Investment Contingent Interest shall be subsequently calculated.
<PAGE>

               (iv) Usury Savings.  No payment of Return of Investment
                    -------------
     Contingent Interest may, when added to all other payments of interest or
     payments construed as interest, shall exceed the Highest Lawful Rate.

     3.  Usury Savings Clause.  The provisions of this Section 3 shall govern
         --------------------                          ---------
and control over any irreconcilably inconsistent provision contained in this
Note or in any other document evidencing or securing the indebtedness evidenced
hereby.  The Holder hereof shall never be entitled to receive, collect, or apply
as interest hereon (for purposes of this Section 3, the word "interest" shall be
                                         ---------
deemed to include Basic Interest, Additional Interest and any other sums treated
as interest under applicable law governing matters of usury and unlawful
interest), any amount in excess of the Highest Lawful Rate (hereinafter defined)
and, in the event the Holder ever receives, collects, or applies as interest any
such excess, such amount which would be excessive interest shall be deemed a
partial prepayment of principal and shall be treated hereunder as such; and, if
the principal of this Note is paid in full, any remaining excess shall forthwith
be paid to Maker.  In determining whether or not the interest paid or payable,
under any specific contingency, exceeds the Highest Lawful Rate, Maker and the
Holder shall, to the maximum extent permitted under applicable law, (i)
characterize any nonprincipal payment as an expense, fee, or premium rather than
as interest, (ii) exclude voluntary prepayments and the effects thereof, and
(iii) spread the total amount of interest throughout the entire contemplated
term of this Note; provided, that if this Note is paid and performed in full
prior to the end of the full contemplated term hereof, and if the interest
received for the actual period of existence  hereof exceeds the Highest Lawful
Rate, the Holder shall refund to Maker the amount of such excess or credit the
amount of such excess against the principal of this Note, and, in such event,
the Holder shall not be subject to any penalties provided by any laws for
contracting for, charging, or receiving interest in excess of the Highest Lawful
Rate.
     4.  Payments.
         --------

          (a)  Interest.  Maker promises to pay to the Holder hereof Basic
               --------
     Interest, Deferred Interest and Additional Interest as, in the respective
     amounts, and at the respective times provided in Section 2 hereinabove.  No
                                                      ---------
     principal payments shall be due hereunder except at the Stated Maturity
     Date or as otherwise provided herein in the event of default.  Each payment
     of Basic Interest (including without limitation, Deferred Interest), and
     Additional Interest on, or any other amounts of any kind with respect to,
     this Note shall be made by the Maker to the Holder hereof at its office in
     Phoenix, Arizona (or at any other place which the Holder may hereafter
     designate for such purpose in a notice duly given to the Maker hereunder),
     not later than noon, Pacific Standard Time, on the date due thereof; and
     funds received after that hour shall be deemed to have been received by the
     Holder on the next following business day.  Whenever any payment to be made
     under this Note shall be stated to be due on a date which is not a business
     day, the due date thereof shall be extended to the next succeeding business
     day, and interest shall be payable at the applicable rate during such
     extension.
<PAGE>

          (b)  Late Payment Charges.  If any amount of Interest, principal or
               --------------------
     any other charge or amount which becomes due and payable under this Note is
     not paid and received by the Holder within five business days after the
     date it first becomes due and payable, Maker shall pay to the Holder hereof
     a late payment charge in an amount equal to five percent (5%) of the full
     amount of such late payment, whether such late payment is received prior to
     or after the expiration of the ten-day cure period set forth in Section
                                                                     -------
     8(a).  Maker recognizes that in the event any payment secured hereby (other
     ----
     than the principal payment due upon maturity of the Note, whether by
     acceleration or otherwise) is not made when due, Holder will incur extra
     expenses in handling the delinquent payment, the exact amount of which is
     impossible to ascertain, but that a charge of five percent (5%) of the
     amount of the delinquent payment would be a reasonable estimate of the
     expenses so incurred.  Therefore, if any such payment is not received when
     due and payable, Maker pay to Holder to cover expenses incurred in handling
     the delinquent payment, an amount calculated at five percent (5%) of the
     amount of the delinquent payment.

          (c)  No Prepayment.  Maker shall have the right to prepay this Note at
               -------------
     any time, but only subject to the requirements and conditions set forth
     below.  If under any circumstances whatsoever (other than pursuant to
     Section 3 above) this Note is paid in whole or in part, whether
     voluntarily, following acceleration after the occurrence of an Event of
     Default, with the consent of Holder, by operation of law or otherwise, and
     whether or not such payment prior to the Stated Maturity Date results from
     the Holder's exercise of its rights to accelerate the indebtedness
     evidenced hereby, then Maker shall pay to the Holder the Yield Maintenance
     Premium (defined hereinbelow) in addition to paying the entire unpaid
     principal balance of this Note and all Interest which has accrued but is
     unpaid except with the written consent of the Holder.

          A Yield Maintenance Premium in an amount equal to the grater of (A)
     one percent (1.0%) of the principal amount being prepaid, and (B) the
     positive excess of (1) the present value ("PV") of all future installments
     of principal and interest due pursuant to Section 4(a) of this Note absent
                                               ------------
     any such prepayment including the principal amount due at the Stated
     Maturity Date (collectively, "All Future Payments"), discounted at an
     interest rate per annum equal to the sum of (a) the Treasury Constant
     Maturity Yield Index published during the second full week preceding the
     date on which such Yield Maintenance Premium is payable for instruments
     having a maturity coterminous with the remaining term of this Note, and (b)
     One Hundred Forty (140) basis points, over (2) the then outstanding
     principal balance hereof immediately before such prepayment [(PV of All
     Future Payments) (Principal balance at the time of prepayment) = Yield
     Maintenance Premium].  "Treasury Constant Maturity Yield Index" shall mean
     the average yield for "This Week" as reported by the Federal Reserve Board
     in Federal Reserve Statistical Release H.15 (519).  If there is no Treasury
     Constant Maturity Yield Index for instruments having a maturity coterminous
     with the remaining term of this Note, then the index shall be equal to the
     weighted average yield to maturity of the Treasury Constant Maturity Yield
     Indices with maturities next longer and shorter than such remaining average
     life to the maturity, calculated by averaging (and rounding upward to the
<PAGE>
     nearest 1/100 of 1% per annum, if the average is not such a multiple) the
     yields of the relevant Treasury Constant Maturity Yield Indices (rounded,
     if necessary, to the nearest 1/100 of 1% with any figure of 1/200 of 1% or
     above rounded upward).  In the event that any Yield Maintenance Premium is
     due hereunder, Holder shall deliver to Maker a statement setting forth the
     amount and determination of the Yield Maintenance Premium and, provided
     that Holder shall have in good faith applied the formula described above,
     Maker shall not have the right to challenge the calculation or the method
     of calculation set forth in any such statement in the absence of manifest
     error, which calculation may be made by Holder on any day during the thirty
     (30) day period preceding the date of such prepayment.  Holder shall not be
     obligated or required to have actually reinvested the prepaid principal
     balance at the Treasury Constant Maturity Yield Index or otherwise as a
     condition to receiving the Yield Maintenance Premium. No Yield Maintenance
     Premium or premium shall be due or payable in connection with any
     prepayment of the indebtedness evidenced by this Note made on or after any
     date after January 1, 2008.  In addition to the aforesaid Yield Maintenance
     Premium if, upon any such prepayment (whether prior to or after any date
     that is after January 1, 2008, the aforesaid prior written notice has not
     been received by Holder, the Yield Maintenance Premium shall be increased
     by an amount equal to the lesser of (i) thirty (30) days' unearned interest
     computed in the outstanding principal balance of this Note, so prepaid and
     (ii) unearned interest computed on the outstanding principal balance of
     this Note so prepaid for the period from, and including, the date of
     prepayment through the otherwise Stated Maturity Date of this Note.

          Without limiting the scope of the foregoing provisions, the provisions
     of this paragraph shall constitute, within the meaning of any applicable
     state statute, both a waiver of any right Maker may have to prepay the
     Note, in whole or in part, without premium or charge, upon acceleration of
     the maturity of the Note, or otherwise, and an agreement by Maker to pay
     the prepayment charge described in this Note, whether such prepayment is
     voluntary or upon or following any acceleration of this Note, or otherwise,
     and for such purpose Maker has separately initialed this provision in the
     space provided below, and Maker hereby declares that Holder's agreement to
     make the Loan to Maker at the interest rate and for the term set forth in
     the Note constitutes adequate consideration, of individual weight, for this
     waiver and agreement by Maker.



     5.  Representations and Warranties of Maker.  Maker represents and warrants
         ---------------------------------------
to Payee, as of the date hereof, that:

          (a)  Due Authorization.  Maker is a corporation duly organized under
               -----------------
     the laws of the state of its organization, with the authority to consummate
     the transactions contemplated hereby;
<PAGE>

          (b)  No Violation.  Maker's execution, delivery and performance of its
               ------------
     obligations under the Project Loan Documents to which it is a party do not
     and will not violate the articles of incorporation or by-laws of Maker and
     will not violate, conflict with or constitute a default under any agreement
     to which Maker is a party or by which the Project is bound or encumbered,
     or violate any Requirements of Law to which Maker or the Project is
     subject;

          (c)  Consents.  No consents, approvals, filings, or notices of, with
               --------
     or to any Person are required on the part of Maker in connection with
     Maker's execution, delivery and performance of its obligations hereunder
     that have not been duly obtained, made or given, as the case may be;

          (d)  Enforceability.  The Note is valid, binding and enforceable in
               --------------
     accordance with its terms, except as the enforceability hereof may be
     limited by bankruptcy, insolvency, moratorium, reorganization or similar
     laws relating to or affecting the enforcement of creditors' rights
     generally;

          (e)  Compliance with Laws.  Each Mortgaged Property is in compliance
               --------------------
     in all material respects with all applicable Requirements of Law;

          (f)  Litigation.  No litigation, investigation or proceeding or notice
               ----------
     thereof before any arbitrator or governmental authority, agency or
     subdivision which would have a material adverse effect upon the Maker or
     the Project is pending or, to Maker's best knowledge, threatened, against
     Maker or the Project;

          (g)  Utilities; Licenses.  All utilities required by Requirements of
               -------------------
     Law or by the normal and intended use of the Project are installed to the
     property line and connected by valid permits and the Maker possesses, or
     will possess as and when necessary, all patents, patent rights or licenses,
     trademarks, trade names, trade name right, service marks, copyrights,
     licenses, permits and consents (or rights thereto) which are required to
     conduct its business as it is now conducted or as it is presently proposed
     to be conducted, or which are required by any governmental entity or
     agency; and

          (h)  Place of Business.  Maker's principal place of business is
               -----------------
     located at 715 South Country Club Drive, Mesa, AZ 85210.

     6.  Affirmative Covenants.  Maker hereby covenants and agrees that, so long
         ---------------------
as any indebtedness under the Note remains unpaid, Maker shall:

          (a)  Use of Proceeds.  Use the proceeds of the Loan to capitalize the
               ---------------
     Project Owners.

          (b)  Financial Statements.  Deliver or cause to be delivered to
               --------------------
     Holder:

                         (i)  As soon as available and in any event within 90
<PAGE>
          days after the end of each calendar year, annual financial reports on
          the Project showing all income and expenses certified to be accurate
          and complete by an officer of the Maker; and

                         (ii)  As soon as available and in any event within 45
          days after the end of each of the first three calendar quarters of
          each year, (1)  a detailed comparative earnings statement for such
          quarter and for the period commencing at the end of the previous
          fiscal year and ending with the end of such quarter, and (2) financial
          reports on the Project showing all income and expenses, certified to
          be accurate and complete by an officer of the managing general partner
          of Maker (or, if Maker is a corporation, of Maker); and

                         (iii)  Promptly, such additional financial and other
          information (including, without limitation, information regarding the
          Project) as Holder may from time to time reasonably request.

          (c)  Inspection of Property; Books and Records; Discussions.  Keep
               ------------------------------------------------------
     proper books of record and account in which full, true and correct entries
     in conformity with GAAP and all Requirements of Law shall be made of all
     dealings and transactions in relation to its business and activities and,
     upon reasonable notice, permit representatives of Holder to examine and
     make abstracts from any of its books and records at any reasonable time and
     as often as may reasonably be desired by Holder and to discuss the
     business, operations, properties and financial and other conditions of
     Maker with officers and employees of Maker and with its independent
     certified public accountants.  Such books and records shall be available
     for at least five (5) years after the end of the relevant calendar month.
     Holder shall have the right to inspect, copy and audit such books of
     account and records at Holder's expense, during reasonable business hours,
     and upon reasonable notice to Maker, for the purpose of verifying the
     accuracy of any principal payments made.  The costs of any such audit will
     be paid by Holder, except that Maker shall pay all reasonable costs and
     expenses of any such audit which discloses that any amount properly payable
     by Maker to Holder hereunder exceeded by five percent (5%) or more the
     amount actually paid and initially reported by Maker as being payable with
     respect thereto.

          (d)  Notices.  Give prompt written notice to Holder of (a) any claims,
               -------
     proceedings or disputes (whether or not purportedly on behalf of Maker)
     against, or to Maker's knowledge, threatened or affecting Maker or the
     Project which, if adversely determined, could reasonably be expected to
     have a Material Adverse Effect (without in any way limiting the foregoing,
     claims, proceedings, or disputes involving in the aggregate monetary
     amounts in excess of $500,000 not fully covered by insurance shall be
     deemed to be material), or (b) any proposal by any public authority to
     acquire the Project or any portion thereof.

          (e)  Expenses.  Pay all reasonable out-of-pocket expenses (including
               --------
     fees and disbursements of counsel, including special local counsel) of
     Holder, incident to any amendments, waivers and renewals of this Note.
<PAGE>

          (f)  Project Loan Documents.  Comply with and observe all terms and
               ----------------------
     conditions of the Project Loan Documents to which it is subject.

          (g)  INDEMNIFICATION.  INDEMNIFY AND HOLD HARMLESS HOLDER AND ITS
               ---------------
     DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS AND AGENTS (THE "INDEMNIFIED
                                                                -----------
     PARTIES") FROM AND AGAINST ALL DAMAGES AND LIABILITIES (COLLECTIVELY AND
     -------
     SEVERALLY, "LOSSES") ASSESSED AGAINST ANY OF THEM RESULTING FROM THE CLAIMS
                 ------
     OF ANY PARTY RELATING TO OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED
     HEREBY, EXCEPT FOR LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL
     MISCONDUCT OF SUCH INDEMNIFIED PARTY, AND REIMBURSE EACH INDEMNIFIED PARTY
     FOR ANY EXPENSES (INCLUDING THE FEES AND DISBURSEMENTS OF LEGAL COUNSEL)
     REASONABLY INCURRED IN CONNECTION WITH THE INVESTIGATION OF, PREPARATION
     FOR OR DEFENSE OF ANY ACTUAL OR THREATENED CLAIM, ACTION OR PROCEEDING
     ARISING THEREFROM (INCLUDING ANY SUCH COSTS OF RESPONDING TO DISCOVERY
     REQUEST OR SUBPOENAS), REGARDLESS OF WHETHER HOLDER OR SUCH OTHER
     INDEMNIFIED PERSON IS A PARTY THERETO. IT IS ACKNOWLEDGED AND AGREED BY
     MAKER THAT THE INDEMNIFICATION RIGHTS OF THE INDEMNIFIED PARTIES HEREUNDER
     ARE IN ADDITION TO AND CUMULATIVE WITH ALL OTHER RIGHTS OF THE INDEMNIFIED
     PARTIES.  WITH REFERENCE TO THE PROVISIONS SET FORTH ABOVE IN THIS SECTION
                                                                        -------
     6(g) FOR PAYMENT BY MAKER OF ATTORNEYS' FEES INCURRED BY THE INDEMNIFIED
     ----
     PARTIES IN ANY ACTION OR CLAIM BROUGHT BY A THIRD PARTY, MAKER SHALL, IF IT
     ADMITS LIABILITY HEREUNDER TO ANY INDEMNIFIED PARTY, DILIGENTLY DEFEND SUCH
     INDEMNIFIED PARTY AND DILIGENTLY CONDUCT THE DEFENSE.  IF HOLDER OR ANY
     OTHER SUCH INDEMNIFIED PARTY DESIRES TO ENGAGE SEPARATE COUNSEL, IT MAY DO
     SO AT ITS OWN EXPENSE; PROVIDED, HOWEVER, THAT SUCH LIMITATION ON THE
     OBLIGATION OF MAKER TO PAY THE FEES OF SEPARATE COUNSEL FOR SUCH
     INDEMNIFIED PARTY SHALL NOT APPLY IF SUCH INDEMNIFIED PARTY HAS RETAINED
     SAID SEPARATE COUNSEL BECAUSE OF A REASONABLE BELIEF THAT MAKER IS NOT
     DILIGENTLY DEFENDING IT AND/OR NOT DILIGENTLY CONDUCTING THE DEFENSE AND SO
     NOTIFIES MAKER.  THE OBLIGATIONS OF MAKER UNDER THIS SECTION 6(g) SHALL
                                                          ------------
     SURVIVE REPAYMENT IN FULL OF THE INDEBTEDNESS EVIDENCED HEREBY.  EXCEPT AS
     OTHERWISE PROVIDED HEREIN, IT IS THE INTENT OF THIS SECTION 6(g) THAT THE
                                                         ------------
     MAKER SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM LOSSES
<PAGE>
     OCCASIONED BY THE ACTS OR OMISSIONS, INCLUDING, WITHOUT LIMITATION,
     NEGLIGENCE, OF THE INDEMNIFIED PARTIES.

          (g)  Co-operation.  Execute and deliver to Holder any and all
               ------------
instruments, documents and agreements, and do or cause to be done from time to
time any and all other acts, reasonably deemed necessary or desirable by Holder
to effectuate the provisions and purposes of this Note.

          (h)  Requirements of Law.  Comply at all times with all Requirements
               -------------------
     of Law.

          (i)  Management Agreement.  Cause or permit the Project to be
               --------------------
     initially managed by subsidiaries of U-Haul International, Inc. or to be at
     all times managed by a nationally recognized self-storage property
     management company (the "Project Manager") approved by the Holder, which
                              ---------------
     Project Manager shall be employed pursuant to an agreement (the "Property
                                                                      --------
     Management Agreement") approved by the Holder.  In no event shall the fees
     --------------------
     paid (or required to be paid) to the Project Manager exceed six percent
     (6%) of Gross Receipts for any time period.

     7.  Negative Covenants.  Maker hereby agrees that, as long as any
         ------------------
indebtedness under the Note remains unpaid, Maker shall not, directly or
indirectly:

          (a)  Indebtedness.  Create, incur or assume any Indebtedness except
               ------------
     for: (i) the Loan; (ii) Maker's contingent obligations under the Project
     Loans; (iii) non-delinquent taxes; (iv) unsecured debt incurred in the
     ordinary course of business and (v) other indebtedness owed to Payee and
     its affiliates.

          (b)  Consolidation and Merger.  Liquidate or dissolve or enter into
               ------------------------
     any consolidation, merger, partnership, joint venture, syndicate or other
     combination (except for a merger or consolidation for the purpose of, and
     having the effect of changing Maker's jurisdiction of organization).

          (c)  Transactions with Affiliates.  Purchase, acquire or lease any
               ----------------------------
     property from, or sell, transfer or lease any property to, or lend or
     advance any money to, or borrow any money from, or guarantee any obligation
     of, or acquire any stock, obligations or securities of, or enter into any
     merger or consolidation agreement, or any management or similar agreement
     with, any Affiliate, or enter into any other transaction or arrangement or
     make any payment to (including, without limitation, on account of any
     management fees, service fees, office charges, consulting fees, technical
     services charges or tax sharing charges) or otherwise deal with, in the
     ordinary course of business or otherwise, any Affiliate on terms which are
     unreasonably burdensome or unfair, except (i) transactions relating to the
     sharing of overhead expenses, including, without limitation, managerial,
     payroll and accounting and legal expenses, for which charges assessed
     against Maker are not greater than would be incurred by Maker in similar
     transactions with non-Affiliates, (ii) fair and reasonable transactions
<PAGE>
     between Maker and U-Haul International, Inc. and its related companies, and
     (iii) guarantees of the recourse obligations of Maker's subsidiaries in
     connection with any financing by such subsidiaries.

          (d)  Sale of Interests in the Project or in the Maker.  Without
               ------------------------------------------------
     obtaining the prior written consent of Holder (which Holder may withhold or
     condition in its sole and absolute discretion), cause, permit or acquiesce
     in any Sale or Financing.

          (e)  Distributions.  Notwithstanding anything to the contrary
               -------------
     contained in this Note or the Project Loan Documents, Maker shall not make
     any distributions to any of its partners or shareholders, except for
     distributions of amounts not in excess of (i) the Catch-Up Amount for any
     quarter, (ii) any Net Cash Flow for any quarter remaining after the payment
     to Holder of all Interest and the Catch-Up Amount payable for and with
     respect to such quarter, and (iii) upon the Sale or Financing any Net Sale
     or Financing proceeds remaining after payment to Holder of the amounts to
     which Holder is entitled hereunder in connection therewith.

          (f)  Business.  Engage, directly or indirectly, in any business other
               --------
     than that arising out of the issuance of this Note, entering into the
     Project Loan Documents to which it is a party and any other loan documents
     with regard to financing by any of Maker's subsidiaries, and taking the
     actions required to be performed under the Project Loan Documents and under
     the loan documents under such other financings.

          (g)  No Bankruptcy Filing.  To the extent permitted by law, without
               --------------------
     the unanimous consent of the Board of Directors of the Maker (for these
     purposes such Board of Directors will not include any committee thereof)
     voluntarily file any petition for bankruptcy, reorganization, assignment
     for the benefit of creditors or similar proceeding.

          (h)  No Joint Venture.  Engage in a joint venture or become a partner
               ----------------
     with any other Person.

     8.   Event of Default; Remedies.  Any one of the following occurrences
          --------------------------
shall constitute an Event of Default under this Note:

          (a)  The failure by the Maker to make any payment of principal,
     Interest or Yield Maintenance Premium upon this Note as and when the same
     becomes due and payable in accordance with the provisions hereof, and the
     continuation of such failure for a period of ten (10) days after notice
     thereof to the Maker;

          (b)  The failure by the Maker to deposit in any account established
     and maintained pursuant to any collection account agreement any amount
     required to be deposited in such account within 2 days of when required
     pursuant to the terms of such collection account agreement;
<PAGE>

          (c)  The failure by Maker to perform any obligation under, or the
     occurrence of any other default with respect to any provision of, this Note
     other than as described in any of the other clauses of this Section 8, and
     the continuation of such default for a period of 30 days after written
     notice thereof to the Maker;

          (d)  (i) Maker shall file, institute or commence any case, proceeding
     or other action (A) under any existing or future law of any jurisdiction,
     domestic or foreign, relating to bankruptcy, insolvency, reorganization or
     relief of debtors, seeking to have an order for relief entered with respect
     to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
     reorganization, arrangement, adjustment, winding-up, liquidation,
     dissolution, composition or other relief with respect to it or its debts,
     or (B) seeking appointment of a receiver, trustee, custodian or other
     similar official for it or for all or any substantial part of its assets,
     or Maker shall make a general assignment for the benefit of its creditors;
     or (ii) there shall be filed, instituted or commenced against Maker any
     case, proceeding or other action of a nature referred to in clause (i)
     above which (A) results in the entry of any order for relief or any such
     adjudication or appointment, or (B) remains undismissed undischarged for a
     period of 60 days; or (iii) there shall be commenced against Maker any
     case, proceeding or other action seeking issuance of a warrant of
     attachment, execution, distraint or similar process against all or
     substantially all of its assets which results in the entry of an order for
     any such relief which shall not have been vacated, discharged, stayed,
     satisfied, or bonded to Holder's satisfaction pending appeal, within 60
     days from the first entry thereof; or (iv) Maker shall take any action in
     furtherance of, or indicating its consent to, approval of, or acquiescence
     in, any of the acts described in any of the preceding clauses (i) , (ii) or
     (iii); or (v) Maker shall not, or shall be unable to, or shall admit in
     writing its inability to, pay its debts as they become due, or shall in
     writing admit that it is insolvent; or

          (e)  One or more judgments or decrees in an aggregate amount exceeding
     $1,000,000.00 shall be entered against Maker and all such judgments or
     decrees shall not have been vacated, discharged, stayed, satisfied, or
     bonded to Holder's satisfaction pending appeal within 60 days from the
     first entry thereof; or

     Upon the occurrence of any Event of Default hereunder,  the entire unpaid
principal balance of, and any unpaid Basic Interest and Additional Interest then
accrued on, this Note together with the Yield Maintenance Premium, if any,
shall, at the option of the Holder hereof and without demand or notice of any
kind to the undersigned or any other person, immediately become and be due and
payable in full (except that such acceleration shall occur automatically upon
the occurrence of any Event of Default described in the preceding clause (d) of
this Section 8, without further action or decision by Holder); and the Holder
shall have and may exercise any and all rights and remedies available at law or
in equity.

     9.  Offset.  In addition to (and not in limitation of) any rights of offset
         ------
that the Holder hereof may have under applicable law, upon the occurrence of any
Event of Default hereunder the Holder hereof shall have the right, immediately
<PAGE>
and without notice, to appropriate and apply to the payment of this Note any and
all balances, credits, deposits, accounts or moneys of the Maker then or
thereafter with or held by the Holder hereof.  Notwithstanding the foregoing,
there shall be no offset against this Note any amounts otherwise payable to the
Project Owners (or any of them), whether pursuant to any lease between the
Project Owners and affiliates of Maker, or otherwise.

     10.  Allocation of Balances or of Payments.  At any and all times until
          -------------------------------------
this Note and all amounts hereunder (including principal, Interest, and other
charges and amounts, if any) are paid in full, all payments (whether of
principal, Interest or other amounts) made by the undersigned or any other
person (including any guarantor) to the Holder hereof may be allocated by the
Holder to principal, Interest or other charges or amounts as the Holder may
determine in its sole, exclusive and unreviewable discretion (and without notice
to or the consent of any person).

     11.  Captions.  Any headings or captions in this Note are inserted for
          --------
convenience of reference only, and they shall not be deemed to constitute a part
hereof, nor shall they be used to construe or interpret the provisions of this
Note.

     12.  Waiver.
          ------

          (a)  Maker, for itself and for its successors, transferees and assigns
     and all guarantors and endorsers, hereby waives diligence, presentment and
     demand for payment, protest, notice of protest and nonpayment, dishonor and
     notice of dishonor, notice of the intention to accelerate, notice of
     acceleration, and all other demands or notices of any and every kind
     whatsoever (except only for any notice of default expressly provided for in
     Section 8 of this Note) and the undersigned agrees that this Note and any
     or all payments coming due hereunder may be extended from time to time in
     the sole discretion of the Holder hereof without in any way affecting or
     diminishing their liability hereunder.

          (b)  No extension of the time for the payment of this Note or any
     payment becoming due or payable hereunder, which may be made by agreement
     with any Person now or hereafter liable for the payment of this Note, shall
     operate to release, discharge, modify, change or affect the original
     liability under this Note, either in whole or in part, of the Maker if it
     is not a party to such agreement.

          (c)  No delay in the exercise of any right or remedy hereunder shall
     be deemed a waiver of such right or remedy, nor shall the exercise of any
     right or remedy be deemed an election of remedies or a waiver of any other
     right or remedy.  Without limiting the generality of the foregoing, the
     failure of the Holder hereof promptly after the occurrence of any Event of
     Default hereunder to exercise its right to declare the indebtedness
     remaining unmatured hereunder to be immediately due and payable shall not
     constitute a waiver of such right while such Event of Default continues nor
     a waiver of such right in connection with any future Event of Default on
     the part of the undersigned.
<PAGE>

     13.  Payment of Costs.  The undersigned hereby expressly agrees that upon
          ----------------
the occurrence of any Event of Default under this Note, the undersigned will pay
to the Holder hereof, on demand, all costs of collection or enforcement of every
kind, including (but not limited to) all attorneys' fees, court costs, and other
costs and expenses of every kind incurred by the Holder hereof, on demand, all
costs of collection or enforcement of every kind, including (but not limited to)
all attorneys' fees, court costs, and other costs and expenses of every kind
incurred by the Holder hereof in connection with the protection or realization
of any or all of the security for this Note, whether or not any lawsuit is ever
filed with respect thereto.

     14.  The Project Loan Documents.  This Note is unsecured.  The Project
          --------------------------
Loans are secured by, inter alia, certain Deeds of Trust, Mortgages, and Deeds
                      ----- ----
to Secure Debt, Assignment of Leases and Rents, Security Agreement and Financing
Statement, made and granted by subsidiaries of Maker to or for the benefit of
the Project Lender, which create liens on real estate in the Project and which
also creates a security interest in personal property located thereat or
utilized in connection therewith, and each and every additional document or
instrument which may at any time be delivered to the Project Lender as security
under the Project Loans, as any of the same may at any time or from time to time
be amended, modified or restated, and together with all substitutions and
replacements therefor.  Reference should be made to the Project Loan Documents
for a description of the property encumbered thereby and the nature and extent
of the security thereof.  Notwithstanding anything to the contrary set forth or
implied herein, this Note is not indebtedness of the Project Owners or any of
them, and is not secured, whether directly or indirectly, by the Project or any
collateral or property owned or operated by the Project Owners, or any of them.

     15.  Notices.  All notices, demands and other communications hereunder to
          -------
either party shall be made in writing and shall be deemed to have been given
when actually received or, if mailed, on the first to occur of actual receipt or
the third business day after the deposit thereof in the United States mails, by
registered or certified mail, postage prepaid, addressed as follows:

     If to the Maker:   SAC Holding Corporation
                        715 South Country Club Drive
                        Mesa, AZ 85210
                        Attention:  President

     If to the Holder:  U-Haul International, Inc.
                        2721 North Central Avenue
                        Phoenix, Arizona 85004
                        Attention: Treasurer

or to either party at such other address as such party may designate as its
address for the receipt of notices hereunder in a written notice duly given to
the other party.  In addition, a copy of any notice of default sent to Maker
shall also be sent to the following:
<PAGE>

          Project Lender:     UBS Warburg Real Estate Investments Inc.
                              1285 Avenue of the Americas, 11th Floor
                              New York, New York 10019
                              Attention:  Robert Pettinato, Director
                              Telecopier:  (212) 713-2099

          with a copy to:     Cadwalader, Wickersham & Taft
                              100 Maiden Lane
                              New York, New York 10038
                              Attention:  Fredric L. Altschuler, Esq.
                              Telecopier:  (212) 504-6666

     16.  Time of the Essence.  Time is hereby declared to be of the essence of
          -------------------
this Note and of every part hereof.

     17.  Governing Law.  This Note shall be governed by and construed in
          -------------
accordance with the internal laws of the State of Arizona.

     18.  Jurisdiction.  In any controversy, dispute or question arising
          ------------
hereunder, the Maker consents to the exercise of jurisdiction over its person
and property by any court of competent jurisdiction situated in the State of
Arizona (whether it be a court of the State of Arizona, or a court of the United
States of America situated in the State of Arizona), and in connection
therewith, agrees to submit to, and be bound by, the jurisdiction of such court
upon the Holder's mailing of process by registered or certified mail, return
receipt requested, postage prepaid, within or without the State of Arizona, to
the Maker at its address for receipt of notices under this Note.

     19.  HOLDER NOT PARTNER OF MAKER.  UNDER NO CIRCUMSTANCES WHATSOEVER SHALL
          ---------------------------
THE HOLDER OF THIS NOTE BE DEEMED TO BE A PARTNER OR A CO-VENTURER WITH MAKER OR
WITH ANY OTHER PERSON.  MAKER SHALL NOT REPRESENT TO ANY PERSON THAT THE MAKER
AND THE HOLDER HEREOF ARE PARTNERS OR CO-VENTURERS.  ANY AND ALL ACTIONS BY THE
HOLDER HEREOF IN EXERCISING ANY RIGHTS, REMEDIES OR PRIVILEGES HEREOF OR IN
ENFORCING THIS NOTE WILL BE EXERCISED BY THE HOLDER SOLELY IN FURTHERANCE OF ITS
ROLE AS A SECURED LENDER.

     20.  JURY TRIAL.  THE MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY
          ----------
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS
NOTE, OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR
WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR
ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS NOTE, AND AGREES
THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
A JURY.
<PAGE>

     21.  Entire Agreement.  This Note constitutes the entire agreement between
          ----------------
Maker and Payee.  No representations, warranties, undertakings, or promises
whether written or oral, expressed or implied have been made by the Payee or its
agent unless expressly stated in this Note.
<PAGE>


     IN WITNESS WHEREOF, the undersigned has executed and delivered this Note,
pursuant to proper authority duly granted, as of the date and year first above
written.


            SAC HOLDING CORPORATION
            a Nevada corporation

            By:  /S/ Mark V. Shoen
                 ----------------------------------
                     Mark V. Shoen, President
<PAGE>
<TABLE>





                               Schedule A

                      Description of the Project


<CAPTION>
Number Name                            Street Address          City            State  Zip
<S>    <C>                             <C>                     <C>               <C>  <C>
700026 U-HAUL CTR OF BEND              63370 N HWY 97          BEND              OR   97701
707075 U-HAUL CTR THORNTON             4833 THORNTON AVE       FREMONT           CA   94536
708078 U-HAUL CTR BELMONT              554 EL CAMINO REAL      BELMONT           CA   94002
710077 U-HAUL OF FLORIN RD             3026 FLORIN RD          SACRAMENTO WEST   CA   95822
712032 U-HAUL CENTER DOWNTOWN          1836 S ARAPAHOE ST      LOS ANGELES       CA   90006
717068 U-HAUL LEMON GROVE              1805 MASSACHUSETT AV    LEMON GROVE       CA   91945
721021 U-HAUL CENTER 19TH & BELL       1935 WEST BELL ROAD     PHOENIX WEST      AZ   85023
721058 U-HAUL 51ST & GLENDALE          5024 WEST GLENDALE      GLENDALE          AZ   85301
                                                   AVENUE
723082 U-HAUL MAIN&LINDSAY             2947 E MAIN             MESA              AZ   85203
734024 U-HAUL STATE AVE                5200 STATE AVE          KANSAS CITY       KS   66102
736071 U-HAUL CT HAZELWOOD             8961 DUNN ROAD          HAZELWOOD         MO   63042
738057 U-HAUL DOWNTOWN                 100 SE SECOND           OKLAHOMA CITY     OK   73129
741035 U-HAUL CENTER ADDISON           2735 BELT LINE ROAD     CARROLLTON        TX   75006
742054 U-HAUL KANIS ROAD               7618 KANIS ROAD         LITTLE ROCK       AR   72204
744068 U-HAUL AUSTIN HWY               2390 AUSTIN HIGHWAY     SAN ANTONIO       TX   78218
744070 U-HAUL NACO-PERRIN              12534 NACGODOCHES       SAN ANTONIO       TX   78217
744080 U-HAUL SAN PEDRO                5810 SAN PEDRO          SAN ANTONIO       TX   78212
747069 U-HAUL CAUSEWAY BLV             3800 N CAUSEWAY BLVD    METAIRIE          LA   70002
747074 U-HAUL CT GENTILLY              6210 CHEF MENTEUR HY    NEW ORLEANS       LA   70126
751022 U-HAUL JOLLY CEDAR              5020 S CEDAR            LANSING           MI   48910
752069 U-HAUL CAROUSEL MALL            29500 MICHIGAN AVE      INKSTER           MI   48141
770054 U-HAUL CTR METRO                1340 E THIRD STREET     DAYTON            OH   45403
772061 U-HAUL HENDERSONVIL             208 W MAIN ST           HENDERSONVILLE    TN   37075
776053 U-HAUL CT PETERS ST             300 PETERS ST SW        ATLANTA EAST      GA   30313
790066 U-HAUL CTR RT 295               411 MARGINAL WAY        PORTLAND          ME    4101
791023 U-HAUL SPRINGFIELD              914 BOSTON ROAD         SPRINGFIELD       MA    1101
795028 U-HAUL CENTER OF MANASSAS PARK  8537 CENTREVILLE ROAD   MANASSAS          VA   20111
796058 U-HAUL CTR WARWICK              279 OAKLAND BEACH AV    WARWICK           RI    2886
806024 U-HAUL CENTER CORAM             532 MDL COUNTRY ROAD    CORAM             NY   11727
813020 U-HAUL CENTER ROUTE 37          68 ROUTE 37 EAST        TOMS RIVER        NJ    8753
820022 U-HAUL CT PULASKI HY            4301 PULASKI HIGHWAY    BALTIMORE         MD   21224
825067 U-HAUL AIRLINE CTR              2855 AIRLINE BLVD       PORTSMOUTH        VA   23701
828059 U-HAUL CTR ORACLE               4655 N ORACLE           TUCSON            AZ   85705
828068 U-HAUL W INA RD                 4040 W INA RD           TUCSON            AZ   85741
835081 U-HAUL NORTHWEST                9929 HARRY HINES BLVD   DALLAS            TX   75220
836033 WESTCREEK VILLAGE U-HAUL CTR    3019 ALTA MESA BLVD     FORT WORTH        TX   76133
836044 U-HAUL CENTER ARLINGTON         2315 WEST DIVISION      ARLINGTON         TX   76012
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>11
<FILENAME>p66363aex10-14.txt
<DESCRIPTION>EX-10.14
<TEXT>
<PAGE>
                                                                 Exhibit 10.14

                       PROPERTY MANAGEMENT AGREEMENT
                       -----------------------------

          THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered
     into as of August 28, 2000 between Securespace Limited Partnership, a
     Nevada limited partnership ("Owner"), and U-Haul Co. (Canada) Ltd., a
     Canadian corporation ("U-Haul").

                                 RECITALS
                                 --------

          A.  Owner is the beneficial owner of the real property and self-
     storage related improvements thereon located at the street addresses
     identified on Exhibit A hereto (collectively the "Property").
                   ---------

          B.  Owner intends that the Property be rented or licensed on a
     space-by-space retail basis to third parties for use by such third
     parties as self-storage facilities and, with respect to certain
     portions of the Property, as business center facilities.

          C.  Owner desires that U-Haul manage the Property and U-Haul
     desires to act as the property manager for the Property, all in
     accordance with the terms and conditions of this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants herein
     contained, Owner and U-Haul hereby agree as follows.

     1.  Employment.
         ----------

          (a) Owner hereby retains U-Haul, and U-Haul agrees to act as
     manager of the Property upon the terms and conditions hereinafter set
     forth.

          (b) Owner acknowledges that U-Haul, and/or U-Haul affiliates, is
     in the business of managing self-storage facilities, both for its own
     account and for the account of others. It is hereby expressly agreed
     that notwithstanding this Agreement, U-Haul and such affiliates may
     continue to engage in such activities, may manage facilities other
     than those presently managed by U-Haul and its affiliates (whether or
     not such other facilities may be in direct or indirect competition
     with Owner) and may in the future engage in other business which may
     compete directly or indirectly with activities of Owner.

          (c) In the performance of its duties under this Agreement,
     U-Haul shall occupy the position of an independent contractor with
     respect to Owner.  Nothing contained herein shall be construed as
     making the parties hereto partners or joint venturors, nor (except as
     expressly otherwise provided for herein) construed as making U-Haul
     an agent or employee of Owner.
<PAGE>

     2.  Duties and Authority of U-Haul.
         ------------------------------

          (a) GENERAL DUTIES AND AUTHORITY.  Subject only to the
     restrictions and limitations provided in paragraphs (o) and (p) of
     this Section 2 and the right of Owner to terminate this Agreement as
     provided in Section 6 hereof, U-Haul shall have the sole and
     exclusive authority to fully manage the Property and supervise and
     direct the business and affairs associated or related to the daily
     operation thereof, and, to that end on behalf of Owner, to execute
     such documents and instruments as, in the sole judgment of U-Haul,
     are reasonably necessary or advisable under the circumstances in
     order to fulfill U-Haul's duties hereunder.  Such duties and
     authority shall include, without limitation, those set forth below.

          (b) RENTING OF THE PROPERTY.  U-Haul shall establish policies
     and procedures for the marketing activities for the Property, and may
     advertise the Property through such media as U-Haul deems advisable,
     including, without limitation, advertising with the Yellow Pages.
     U-Haul shall have the sole discretion, which discretion shall be
     exercised in good faith, to establish the terms and conditions of
     occupancy by the tenants of the Property, and U-Haul is hereby
     authorized to enter into rental agreements on behalf and for the
     account of Owner with such tenants and to collect rent from such
     tenants. U-Haul may jointly advertise the Property with other
     properties owned or managed by U-Haul, and in that event, U-Haul
     shall reasonably allocate the cost of such advertising among such
     properties.

          (c) REPAIR, MAINTENANCE AND IMPROVEMENTS.  U-Haul shall make,
     execute, supervise and have control over the making and executing of
     all decisions concerning the acquisition of furniture, fixtures and
     supplies for the Property, and may purchase, lease or otherwise
     acquire the same on behalf of Owner.  U-Haul shall make and execute,
     or supervise and have control over the making and executing of all
     decisions concerning the maintenance, repair, and landscaping of the
     Property. U-Haul shall, on behalf of Owner, negotiate and contract
     for and supervise the installation of all capital improvements
     related to the Property; provided, however, that U-Haul agrees to
     secure the prior written approval of Owner on all such expenditures
     in excess of $5,000.00 for any one item, except monthly or recurring
     operating charges and/or emergency repairs if in the opinion of
     U-Haul such emergency-related expenditures are necessary to protect the
     Property from damage or to maintain services to the tenants as called
     for in their respective leases.

          (d) PERSONNEL.  U-Haul shall select all vendors, suppliers,
     contractors, subcontractors and employees with respect to the
     Property and shall hire, discharge and supervise all labor and
     employees required for the operation and maintenance of the Property.
     Any employees so hired shall be employees of U-Haul, and shall be
     carried on the payroll of U-Haul.  Employees may include, but will
<PAGE>
     not be limited to, on-site resident managers, on-site assistant
     managers, and relief managers located, rendering services, or
     performing activities on the Property in connection with its
     operation and management.  The cost of employing such persons shall
     not exceed prevailing rates for comparable persons performing the
     same or similar services with respect to real estate similar to the
     Property.

          (e) AGREEMENTS.  U-Haul shall negotiate and execute on behalf of
     Owner such agreements which U-Haul deems necessary or advisable for
     the furnishing of utilities, services, concessions and supplies, for
     the maintenance, repair and operation of the Property and such other
     agreements which may benefit the Property or be incidental to the
     matters for which U-Haul is responsible hereunder.

          (f) OTHER DECISIONS.  U-Haul shall make all decisions in
     connection with the daily operation of the Property.

          (g) REGULATIONS AND PERMITS.  U-Haul shall comply in all
     material respects with any statute, ordinance, law, rule, regulation
     or order of any governmental or regulatory body, having jurisdiction
     over the Property, respecting the use of the Property or the
     maintenance or operation thereof.  U-Haul shall apply for and attempt
     to obtain and maintain, on behalf of Owner, all licenses and permits
     required or advisable (in the sole judgment of U-Haul) in connection
     with the management and operation of the Property.

          (h) RECORDS AND REPORTS OF DISBURSEMENTS AND COLLECTIONS.
     U-Haul shall establish, supervise, direct and maintain the operation of
     a system of record keeping and bookkeeping with respect to all
     receipts and disbursements in connection with the management and
     operation of the Property.  The books, records and accounts shall be
     maintained at the U-Haul office or at such other location as U-Haul
     shall determine, and shall be available and open to examination and
     audit quarterly by Owner, its representatives, any mortgagee of the
     Property, and such mortgagee's representative.  On or before thirty
     (30) days after the close of each quarter, U-Haul shall cause to be
     prepared and delivered to Owner, a monthly statement of receipts,
     expenses and charges, together with a statement of the disbursements
     made by U-Haul during such period on Owner's behalf.

          (i) [Reserved].

          (j) COLLECTION.  U-Haul shall be responsible for the billing and
     collection of all accounts receivable and for payment of all accounts
     payable with respect to the Property and shall be responsible for
     establishing policies and procedures to minimize the amount of bad
     debts.
<PAGE>

          (k) LEGAL ACTIONS.  U-Haul shall cause to be instituted, on
     behalf and in the name of Owner, any and all legal actions or
     proceedings U-Haul deems necessary or advisable to collect charges,
     rent or other income due to Owner with respect to the Property and to
     oust or dispossess tenants or other persons unlawfully in possession
     under any lease, license concession agreement or otherwise, and to
     collect damages for breach thereof or default thereunder by such
     tenant, licensee, concessionaire or occupant.

          (l) INSURANCE.  U-Haul shall use its best efforts to assure that
     there is obtained and maintained in force, fire, comprehensive
     liability and other insurance policies in amounts generally carried
     with respect to similar facilities. U-Haul may in its discretion
     obtain employee theft or similar insurance in amounts and with such
     deductibles as U-Haul deems appropriate.  U-Haul shall promptly
     provide Owner with such certificates of insurance as Owner may
     reasonably request in writing, evidencing such insurance coverage.

          (m) TAXES.  During the term of this Agreement, U-Haul shall pay
     from Owner's funds, prior to delinquency, all real estate taxes,
     personal property taxes, and all other taxes assessed to, or levied
     upon, the Property.  If required by the holder of any note secured by
     the Property, U-Haul will set aside, from Owner's funds, a reserve
     from each month's rent and other income collected, in an amount
     required by said holder for purposes of payment of real property
     taxes.

          (n) [Reserved].

          (o) LIMITATIONS ON U-HAUL AUTHORITY.  Notwithstanding anything
     to the contrary set forth in this Section 2, U-Haul shall not,
     without obtaining the prior written consent of Owner, (i) rent
     storage space in the Property by written lease or agreement for a
     stated term in excess of one year, (ii) alter the building or other
     structures of the Property in any material manner; (iii) make any
     other agreements which exceed a term of one year and are not
     terminable on thirty day's notice at the will of Owner, without
     penalty, payment or surcharge; (iv) act in violation of any law; or
     (v) act in violation of any duty or responsibility of Owner under any
     mortgage loan secured by the Property.

          (p) SHARED EXPENSES.  Owner acknowledges that certain economies
     may be achieved with respect to certain expenses to be incurred by
     U-Haul on behalf of Owner hereunder if materials, supplies, insurance
     or services are purchased by U-Haul in quantity for use not only in
     connection with the Property but in connection with other properties
     owned or managed by U-Haul or its affiliates.  U-Haul shall have the
     right to purchase such materials, supplies, insurance and/or services
     in its own name and charge Owner a pro rata allocable share of the
     cost of the foregoing; provided, however, that the pro rata cost of
     such purchase to Owner shall not result in expenses greater than
     would otherwise be incurred at competitive prices and terms available
     in the area where the Property is located; and provided further,
<PAGE>
     U-Haul shall give Owner access to records so Owner may review any such
     expenses incurred.

          (q)  DEPOSIT OF GROSS REVENUES. All Gross Revenues (as
     hereinafter defined) shall be deposited into a trust bank account
     maintained by U-Haul (or its parent company) as trustee for the
     benefit of the Owner.  To the extent that the Gross Revenues are
     deposited into a collective trust account maintained by U-Haul (or
     its parent company) for the benefit of multiple property owners, such
     trust account will clearly identify the beneficiaries and U-Haul (or
     its parent company) shall reconcile such account daily and maintain
     such records as shall clearly identify each day the respective
     interest of each beneficiary in such collective trust account.  Gross
     Revenues of the Owner shall be applied first to the repayment of
     Owner's senior debt with respect to the Property, and then to U-Haul
     in reimbursement of expenses and for management fees as provided
     under Section 4 below.

     3.  Duties of Owner.
         ---------------

          Owner hereby agrees to cooperate with U-Haul in the performance
     of U-Haul's duties under this Agreement and to that end, upon the
     request of U-Haul, to provide, at such rental charges, if any, as are
     deemed appropriate, reasonable office space for U-Haul employees on
     the premises of the Property and to give U-Haul access to all files,
     books and records of Owner relevant to the Property.  Owner shall not
     unreasonably withhold or delay any consent or authorization to U-Haul
     required or appropriate under this Agreement.

     4.  Compensation of U-Haul.
         ----------------------

          (a)  MANAGEMENT FEE. Owner shall pay to U-Haul as the full
     amount due for the services herein provided a fee (the "Management
     Fee") equal to six percent (6%) of the "Gross Revenue" derived from
     or connected with the Property so managed by U-Haul hereunder.  The
     term "Gross Revenue" shall mean all receipts (excluding security
     deposits unless and until Owner recognizes the same as income) of
     Owner (whether or not received by U-Haul on behalf or for the account
     of Owner) arising from the operation of the Property, including
     without limitation, rental payments of lessees or licensees of space
     in the Property, vending machine or concessionaire revenues,
     maintenance charges, if any, paid by the tenants of the Property in
     addition to basic rent, parking fees, if any, and all monies whether
     or not otherwise described herein paid for the use of the Property.
     "Gross  Revenue" shall be determined on a cash basis.  The Management
     Fee shall be paid promptly at the end of each calendar quarter and
     shall be calculated on the basis of the "Gross Revenue" of such
     preceding quarter.
<PAGE>

          It is understood and agreed that the Management Fee will not be
     reduced by the cost to Owner of those employees and independent
     contractors engaged by or for Owner, including but not limited to the
     categories of personnel specifically referred to in Section 2(d).
     Except as provided in this Section 4, it is further understood and
     agreed that U-Haul shall not be entitled to additional compensation
     of any kind in connection with the performance by it of its duties
     under this Agreement.

          (b)  REIMBURSEMENT OF CERTAIN EXPENSES.  In addition to the
     Management Fee described above, U-Haul shall be entitled to
     reimbursement from Owner, on a quarterly basis, for all out-of-pocket
     expenses incurred by U-Haul hereunder in connection with the
     management and operation of the Property, including, without
     limitation, taxes, insurance, operational expenses, overhead,
     litigation and dispute resolution related expenses, capital
     improvement expenses, and costs of sales.

     5.  Use of Trademarks, Service Marks and Related Items.
         --------------------------------------------------

          Owner acknowledges the significant value of the "U-Haul" name in
     the operations of Owner's property and it is therefore understood and
     agreed that the name,  trademark and service mark, "U-Haul", and
     related marks, slogans, caricatures, designs and other trade or
     service items shall be utilized for the non-exclusive benefit of
     Owner in the rental and operation of the Property, and in comparable
     operations elsewhere.  It is further understood and agreed that this
     name and all such marks, slogans, caricatures, designs and other
     trade or service items shall remain and be at all times the property
     of U-Haul and its affiliates, and that, except during the term hereof
     and as expressly provided herein, Owner shall have no right
     whatsoever therein.  Owner agrees that during the term of this
     agreement the sign faces at the property will or may have the name
     "U-Haul."  The U-Haul sign faces (including the cost of any conversion
     of the existing sign faces to "U-Haul" sign faces) will be paid for
     by Owner.  Upon termination of this agreement at any time for any
     reason, all such use by and for the benefit of Owner of any such
     name, mark, slogan, caricature, design or other trade or service item
     in connection with the Property shall, in any event, be terminated
     and any signs bearing any of the foregoing shall be removed from view
     and no longer used by Owner.  In addition, upon termination of this
     Agreement at any time for any reason, Owner shall not enter into any
     new leases of Property using the U-Haul lease form or use other forms
     prepared by U-Haul.  It is understood and agreed that U-Haul will use
     and shall be unrestricted in its use of such name, mark, slogan,
     caricature, design or other trade or service item in the management
     and operation of other storage facilities both during and after the
     expiration or termination of the term of this Agreement.

     6.  Termination.
         -----------
<PAGE>

          Owner or U-Haul may terminate this Agreement with or without
     cause by giving not less than thirty days' written notice to the
     other party pursuant to Section 11 hereof.  In addition, if Owner
     fails to pay U-Haul any amounts owed under this Agreement when due,
     U-Haul may terminate this Agreement by giving Owner not less than ten
     days written notice pursuant to Section 11 hereof.  Notwithstanding
     the foregoing, however, U-Haul shall not resign as property manager
     of the Property until a nationally recognized and reputable successor
     property manager is available and prepared to assume property
     management responsibilities with respect to the Property in question.
     Upon termination of this Agreement, U-Haul shall promptly return to
     Owner all monies, books, records and other materials held by U-Haul
     for or on behalf of Owner.  In addition, if U-Haul has contracted to
     advertise the Property in the Yellow Pages, Owner shall, at the
     option of U-Haul, continue to be responsible for the cost of such
     advertisement and shall either (i) pay U-Haul the remaining amount
     due under such contract in a lump sum; or (ii) pay U-Haul monthly for
     the amount due under such contract.

     7.  Indemnification.
         ---------------

          Owner hereby agrees to indemnify and hold each of U-Haul, all
     persons and companies affiliated with U-Haul, and all officers,
     shareholders, directors, employees and agents of U-Haul and of any
     affiliated companies or persons (collectively, the "Indemnified
     Persons") harmless from any and all costs, expenses, attorneys' fees,
     suits, liabilities, judgments, damages, and claims in connection with
     the management of the Property (including the loss of use thereof
     following any damage, injury or destruction), arising from any cause
     except for the willful misconduct or gross negligence on the part of
     the Indemnified Persons.  In addition, no Indemnified Person shall be
     liable for any error of judgment or for any mistake of fact or law,
     or for anything which it may do or refrain from doing hereafter,
     except in cases of willful misconduct or gross negligence.  U-Haul
     hereby agrees to indemnify and hold Owner harmless from any and all
     costs, expenses, attorneys' fees, suits, liabilities, judgments,
     damages and claims in connection with the management of the Property
     arising from the willful misconduct of, gross negligence of, or
     breach of this Agreement by the Indemnified Persons.  In addition,
     U-Haul shall not be liable to Owner for the acts or omissions of
     U-Haul's officers, shareholders, directors, employees, and agents
     except for U-Haul's own gross negligence or willful misconduct.

     8.  Assignment.
         ----------

          This Agreement may be assigned by Owner in connection with any
     mortgage loan on the Property, whether pursuant to a conditional or
     unconditional, absolute assignment. U-Haul shall have the right to
     assign this Agreement to an affiliate or a wholly or majority owned
     subsidiary; provided, however, any such assignee must assume all
     obligations of U-Haul hereunder, Owner's rights hereunder will be
<PAGE>
     enforceable against any such assignee and U-Haul shall not be
     released from its liabilities hereunder unless Owner shall expressly
     agree thereto in writing.

     9.  Headings.
         --------

          The headings contained herein are for convenience of reference
     only and are not intended to define, limit or describe the scope or
     intent of any provision of this Agreement.
<PAGE>

     10.  Governing Law.
          -------------

          The validity of this Agreement, the construction of its terms
     and the interpretation of the rights and duties of the parties shall
     be governed by the internal laws of the State of Arizona.

     11.  Notices.
          -------

          Any notice required or permitted herein shall be in writing and
     shall be personally delivered or mailed first class postage prepaid
     or delivered by an overnight delivery service to the respective
     addresses of the parties set forth below their signatures on the
     signature page thereof, or to such other address as any party may
     give  to the other in writing.  Any notice required by this Agreement
     will be deemed to have been given when personally served or one day
     after delivery to an overnight delivery service or five days after
     deposit in the first class mail.

     12.  Severability.
          ------------

          Should any term or provision hereof be deemed invalid, void or
     unenforceable either in its entirety or in a particular application,
     the remainder of this Agreement shall nonetheless remain in full
     force and effect and, if the subject term or provision is deemed to
     be invalid, void or unenforceable only with respect to a particular
     application, such term or provision shall remain in full force and
     effect with respect to all other applications.

     13.  Successors.
          ----------

          This Agreement shall be binding upon and inure to the benefit of
     the respective parties hereto and their permitted assigns and
     successors in interest.

     14.  Attorneys' Fees.
          ---------------

          If it shall become necessary for any party hereto to engage
     attorneys to institute legal action for the purpose of enforcing
     their respective rights hereunder or for the purpose of defending
     legal action brought by the other party hereto, the party or parties
     prevailing in such litigation shall be entitled to receive all costs,
     expenses and fees (including reasonable attorneys' fees) incurred by
     it in such litigation (including appeals).

     15.  Counterparts.
          ------------
<PAGE>

          This Agreement may be executed in one or more counterparts, each
     of which shall be deemed an original, but all of which together shall
     constitute one and the same instrument.

     16.  Scope of Property Manager Responsibility.
          ----------------------------------------

          U-Haul shall perform its obligations hereunder according to
     reasonable industry standards, in good faith, and in a commercially
     reasonable manner.  U-Haul agrees that, in discharging its duties
     hereunder, it will not have any relationship with any of its
     affiliates that would be less favorable to Owner than would
     reasonably be available in a transaction with an unaffiliated party.


     [Rest of page intentionally left blank]
<PAGE>
          IN WITNESS WHEREOF, the parties hereto execute this Agreement as
     of the date first above written.


                              "Owner"
                               -----

                              Securespace Limited Partnership, a Nevada limited
                              partnership

                                   By: Seven SAC Self-Storage Corporation,
                                               a Nevada corporation

                                   Its: General partner

                                        By: /S/ Mark V. Shoen
                                           -----------------------------
                                                Mark V. Shoen, President


                              "U-Haul"
                               ------

                              U-Haul Co. (Canada), Ltd.,
                              a Canadian corporation

                              By: /S/ George R. Olds
                                  ---------------------------

                              Its: Asst. Secretary
                                   --------------------------


CST Nominee, Inc., as registered owner of the Properties, hereby
consents to all of the terms and provisions of this Agreement.

CST Nominee, Inc.

By: /S/ Mark V. Shoen
    ---------------------------
     Mark V. Shoen, President
<PAGE>

                                  Exhibit A

                              List of Properties



                     Property Name     Street Address,
                                       City / Province

                Cremazie               306 Cremazie Ouest,
                                       Montreal, Quebec

                Dollard Des Ormeaux    65 Brunswick Boul.
                                       Dollard des Ormeaux,
                                       Quebec

                Jean Talon             3850 Jean Talon West
                                       Montreal, Quebec

                St. Leonard            4949 Metropolitan Est
                                       St. Leonard, Quebec

                St. Jacques            7350 Boul. St. Anne de
                                       Bellevue
                                       Montreal, Quebec

                Quebec City            5000 Armand Viau
                                       Quebec City, Quebec

                Ottawa                 2720 Queensview
                                       Ottawa, Ontario

                Sidney                 10201 MacDonald Park
                                       Road
                                       Sidney, British
                                       Columbia

                Victoria               644 Queens Avenue
                                       Victoria, British
                                       Columbia

                Abbotsford             33966 Hazelwood
                                       Avenue RR # 3
                                       Abbotsford, British
                                       Columbia

                Clearbrook             30618 South Fraser Way
                                       Abbotsford, British
                                       Columbia

                Langley                19316 B 56 Avenue
                                       Langley, British
                                       Columbia

                Richmond               4511 Shell Road
                                       Surrey, British
                                       Columbia

                Surrey                 18590 B 96 Avenue
                                       Surrey, British
                                       Columbia

                West Surrey            13554 B 84 Avenue
                                       Surrey, British
                                       Columbia

                West Edmonton          10210 B 218th Street
                                       Edmonton, Alberta


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>12
<FILENAME>p66363aex10-15.txt
<DESCRIPTION>EX-10.15
<TEXT>
<PAGE>
                                                                  Exhibit 10.15



                         PURCHASE AND SALE AGREEMENT
                         ---------------------------

     THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made effective as of
December 20, 2001 ("Agreement Date"), by and between Eighteen SAC Self-Storage
Corporation, a Nevada corporation ("Buyer") and Amerco Real Estate Company
("AREC") and Amerco Real Estate Company of Texas, Inc. ("AREC of Texas" and,
together with AREC, collectively, the "Seller").

                                 RECITALS

     WHEREAS, Seller owns the real property and improvements thereon generally
described on Exhibit A hereto, which property consists of fourteen self-storage
facilities (including land and improvements thereon, all rights appurtenant
thereto, and any incidental items of personal property used in connection
therewith) (collectively, the "Property"); and

     WHEREAS, subject to the terms, covenants and conditions set forth herein,
Seller desires to sell the Property to Buyer and Buyer desires to purchase the
Property from Seller.

     NOW, THEREFORE, in consideration of the foregoing, and the terms, covenants
and conditions contained herein and for other valuable considerations, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

     1.   Agreement of Purchase and Sale.  At the closing hereunder (the
          ------------------------------
"Closing"), which Closing shall occur on or before December 20, 2001 (the
"Closing"), subject to the terms, covenants and conditions of this Agreement,
Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Property,
as set forth on Exhibit A hereto.   Buyer's obligation to purchase the Property
shall be contingent upon the delivery of deeds for each Property; and in the
event any one or more property is not conveyed hereunder, Buyer shall not be
obligated to purchase any of the Properties. Prior to the Closing, legal
descriptions for the Property shall be prepared and shall be mutually
satisfactory to Buyer and Seller.

     2.   Purchase Price.  Subject to adjustment as provided below, the
          --------------
aggregate purchase price to be paid for the Property (the "Purchase Price")
shall be Forty-Three Million Seven Hundred and Eighty-Two Thousand and no/100ths
Dollars ($43,782,000), to be disbursed to each Seller in accordance with its
respective interest.

     3.   Buyer's Contingencies.  Prior to the Closing, Buyer shall have
          ---------------------
completed all due diligence with respect to the Property and upon Closing shall
be deemed to have satisfied itself with respect to due diligence including
title, survey, environmental conditions, engineering conditions, economic
feasibility and the like.  Notwithstanding the foregoing, however, each Seller
shall be obligated to remove (regardless of whether Buyer objects thereto) all
deeds of trust, mortgages, mechanics' liens, UCC filings, judgments and other
monetary liens voluntarily imposed on the Property by Seller or arising against
the Property as a result of Seller's (or its agents' or affiliates') actions or
<PAGE>
negligent or intentional omissions or improvements made to, or services rendered
in connection with, the Property at the request of, or on behalf of, any Seller;
it being the intent of the parties that the Property shall be conveyed to Buyer
free and clear of all such monetary liens, and in no event shall any such
monetary liens be deemed a permitted title exceptions hereunder.  In addition,
Buyer's obligation to purchase the Property is contingent upon Buyer obtaining
financing upon terms satisfactory to Buyer, for a portion of the Purchase Price.

     4.    Title Insurance; Deed.
           ---------------------

          a.   Owner's Insurance Policy.  At the Closing, each Seller shall
               ------------------------
cause Fidelity National Title Insurance Company to deliver to Buyer, at Buyer's
option, an extended coverage ALTA owner's policy of title insurance issued by
such title insurance company or its principal, or the unconditional commitment
of the title insurer to issue such policy, insuring title to the Property in
Buyer in the amount of the Purchase Price; the policy to be subject to the usual
printed exclusions, exceptions, conditions and stipulations set forth in the
printed form policy, title exceptions permitted by the Buyer ("Permitted Title
Exceptions") and such other matters approved in writing by Buyer or resulting
from Buyer's actions (the "Title Policy").  Seller shall only be responsible for
paying the portion of the title insurance premium relating to standard owner's
coverage; if Buyer elects to obtain extended coverage, then Buyer shall pay the
additional portion of the premium relating to extended coverage and the cost of
any endorsements requested by Buyer.

          b.   Deed.  At the Closing, each Seller shall deliver to Buyer the
               ----
deed granting and conveying to Buyer the Property as identified on Exhibit A
hereto, free and clear of all liens other than the Permitted Title Exceptions
and free and clear of all monetary liens other than for taxes which are a lien
but are not yet delinquent.

     5.   Closing.   Except as otherwise provided below, the Closing shall occur
          -------
on the date (the "Closing Date") which is no later than December 20, 2001. The
Closing shall take place at 10:00 a.m. on the Closing Date in the office of the
title company, or at such other time and location as the parties may mutually
agree.  The parties hereto acknowledge and agree that time is of the essence
with respect to the Closing Date.

          a.   Action at the Closing by Seller.  Upon the Closing, each Seller
               -------------------------------
shall deliver or cause to be delivered to Buyer all of the following instruments
or documents dated as of the Closing, fully executed and, if appropriate, acknow
ledged:  (i) the Deed; (ii) an Affidavit of Property Value (or other similar
instrument) if required in connection with the transfer of the Property; (iii) a
Non-Foreign Person Affidavit; (iv) a bill of sale with respect to any personal
property conveyed hereunder; (v) affidavits to the title company reasonably
requested in connection with the issuance of the title policy hereunder
(including, without limitation, a no-lien affidavit and a no parties-in-
possession affidavit) and (vi) such other instruments or documents as may be
reasonably necessary to fulfill the covenants and obligations to be performed by
Seller pursuant to this Agreement.
<PAGE>

          b.   Action at the Closing by Buyer.  At the Closing, as a condition
               ------------------------------
to Seller's obligations hereunder, Buyer shall deliver or cause to be delivered
to Seller all funds required pursuant to the provisions of this Agreement.

          c.   Closing Costs.  All fees, recording costs, charges or expenses
               -------------
incidental to the sale, transfer and assignment of the Property to Buyer shall,
except as otherwise herein expressly provided, be paid according to the then
custom of real estate transactions consummated in the county in which the
Property is located.

          d.   Proration of Real Estate Taxes.  All general or special
               ------------------------------
assessments by any governmental authority which are a lien on the Property as of
the Closing Date shall be paid by Seller in full at the Closing.

     6.   Possession; Risk of Loss.   Seller shall deliver possession of the
          ------------------------
Property to Buyer at the Closing, subject only to the Permitted Title Exceptions
and in any event subject to self-storage customers in possession in the ordinary
course of business.  The risk of loss of any damage or destruction to the
Property shall remain with Seller until the Closing.

     7.   Representations and Warranties of Seller.  Except as otherwise
          ----------------------------------------
expressly provided herein, the Property is and shall be sold and conveyed to
Buyer on an "AS IS" "WHERE IS" basis, subject to all faults and defects, whether
latent or patent, and Buyer acknowledges that no warranty is made with respect
to the Property, whether as to habitability, merchantability, fitness for a
particular purpose or otherwise. Notwithstanding the foregoing, each Seller
acknowledges, represents and warrants to Buyer that the following are true as of
the date of this Agreement and will be true as of the Closing, and in entering
into this Agreement Buyer is relying upon, the following:

          a.   Due Organization, Etc.  Each Seller is a duly organized, validly
               ----------------------
existing, and is in good standing under the laws of its respective jurisdiction
of organization. The transactions contemplated by this Agreement and the
execution and delivery of all documents required herein, and its performance
hereunder, have been duly authorized by each Seller as necessary or appropriate.
The execution and delivery of this Agreement and any other document required
herein and the consummation of the transactions contemplated hereby and thereby
will not result in any violation of, or default under, any term or provision of
any organizational document, agreement, instrument, mortgage, loan, or similar
documents to which any Seller is a party or by which any Seller is bound.

          b.   No Condemnation.  There are no existing, or, to each Seller's
               ---------------
knowledge, pending or anticipated condemnation or similar proceedings against or
involving the Property or any portion thereof.

          c.   Agreements.  To each Seller's knowledge, there are no options or
               ----------
rights of first refusal, recorded or unrecorded, affecting the Property, nor any
other unrecorded agreements affecting the development or use of the Property.
<PAGE>

          d.   No Violations.  To each Seller's knowledge, each such Seller has
               -------------
not received written notice of any violation of any applicable law pertaining to
the Property, and neither any  Seller nor the Property is in violation of any
such applicable laws.

          e.   Further Encumbrances.  No Seller shall further encumber the
               --------------------
Property or allow an encumbrance upon the title to the Property, or modify the
terms or conditions of any existing leases, contracts or encumbrances, if any,
without the prior written consent of Buyer.

     8.   Notices.  All notices or other communications required or provided to
          -------
be sent by either party or by Escrow Agent shall be in writing and shall be sent
(i) by United States Postal Service, postage prepaid, certified, return receipt
requested; or (ii) by any nationally known overnight delivery service; or (iii)
by courier; or (iv) by facsimile transmission; or (v) in person; or (vi) by
electronic mail.  All notices shall be deemed to have been given forty-eight
(48) hours following deposit in the United States Postal Service or upon
personal delivery if sent by overnight delivery service, courier, facsimile
transmission, electronic mail, or personally delivered. All notices shall be
addressed to the party at the address below:

          If to Seller:       c/o Amerco Real Estate Company
                              2727 North Central Avenue
                              Phoenix, AZ  85004
                              Attn:  Carlos Vizcarra
                              Telephone No. (602) 263-6555


          If to Buyer:        Eighteen SAC Self-Storage Corporation
                              715 Country Club Drive
                              Mesa, AZ  85210
                              Telephone No. (602) 263-6534


          Any address or name specified above may be changed by notice given to
the addressee by the other party in accordance with this paragraph.  The
inability to deliver because of a changed address of which no notice was given,
or rejection or other refusal to accept any notice, shall be deemed to be the
receipt of the notice as of the date of such inability to deliver or rejection
or refusal to accept.  Any notice to be given by any party hereto may be given
by the counsel for such party.
<PAGE>

     9.   Seller's Remedies.  If Buyer shall materially breach any of the
          -----------------
material terms or provisions of this Agreement on or before the Closing, Seller
may waive such breach and close the escrow in accordance with the terms hereof,
or Seller may, as its exclusive remedy, terminate this Agreement and obtain
Fifty Thousand Dollars as liquidated damages and as consideration for the
acceptance of this Agreement and, if applicable, for taking the Property off the
market, and not as a penalty.  Buyer and each Seller acknowledge that it would
be impractical and extremely difficult to estimate the actual damages which
Seller may suffer as a result of a default by Buyer, and therefore, Buyer and
Seller agree that the foregoing amount of liquidated damages is calculated as a
reasonable estimate of the amount of damages likely to be suffered by Seller
under the circumstances existing at the time this Agreement is entered into.

     10.  Buyer's Remedies.  If any Seller materially breaches any of the
          ----------------
material terms or provisions of this Agreement, Buyer may either (i) terminate
this Agreement by written notice to each Seller, whereupon Buyer shall have the
right to pursue recovery of all actual out-of-pocket third party expenses
suffered or incurred by Buyer (including, without limitation, costs incurred in
connection with Buyer's or Buyer's proposed lender's feasibility, underwriting
or due diligence studies of the Property and any deposits paid to proposed
lenders) together with any other incidental, consequential or other monetary
damages incurred as a result of such breach, and thereafter neither party shall
have any further obligation or liability to the other; or (ii) waive such
default and consummate the transaction contemplated hereby in accordance with
the terms hereof; or (iii) seek specific performance or any other equitable
remedy for any default of Seller.

     11.  Survival of Covenants, Agreements, Representations and Warranties.
          -----------------------------------------------------------------
Except as otherwise may be limited by the specific terms of this Agreement, all
covenants, agreements, representations and warranties set forth in this
Agreement shall survive the Closing and shall not merge into any deed or other
instrument executed or delivered in connection with the transaction contemplated
hereby.

     12.  Indemnification.  Seller shall and does hereby agree to indemnify,
          ---------------
defend and forever hold Buyer harmless of and from any and all liability, claim
or damage attributable to a breach of representation or warranty herein or to
the Property or any other property or interest acquired in this transaction or
any contract assumed as part of this transaction arising prior to the Closing
Date hereunder, including, without limitation, all reasonable attorney's fees
and costs associated therewith.  Buyer shall and does hereby agree to indemnify,
defend and forever hold Seller harmless of and from any and all liability, claim
or damage attributable to a breach of representation or warranty herein or to
the Property or any other property or interest conveyed in this transaction or
any contract assigned as part of this transaction arising on and after the
Closing Date hereunder, including, without limitation, all reasonable attorney's
fees and costs associated therewith.

     13.  Modification of Agreement.  No modification of this Agreement shall be
          -------------------------
deemed effective unless in writing and signed by the parties hereto, and any
waiver granted shall not be deemed effective except for the instance and in the
circumstances particularly specified therein and unless in writing and executed
by the party against whom enforcement of the waiver is sought.
<PAGE>

     14.  Further Instruments.  Each party, promptly upon the request of the
          -------------------
other or upon the request of any escrow agent involved in the Closing, shall
execute and have acknowledged and delivered to the other or to such escrow
agent, as may be appropriate, any and all further instruments reasonably
requested or appropriate to evidence or give effect to the provisions of this
Agreement and which are consistent with the provisions hereof.

     15.  Entire Contract.  This Agreement (including the Exhibits hereto)
          ---------------
constitutes the entire contract between the parties with regard to the Property.
All terms and conditions contained in any other writings previously executed by
the parties and all other discussions, understandings or agreements regarding
the Property and the subject matter hereof shall be deemed to be superseded
hereby.

     16.  Inurement.  This Agreement shall be binding upon and inure to the
          ---------
benefit of the successors and assigns, if any, of the respective parties hereto.

     17.  Applicable Law.  This Agreement shall be governed by and construed in
          --------------
accordance with the laws of the State of Arizona.

     18.  Commissions.  Each party warrants and represents to the other that no
          -----------
real estate sales or brokerage commissions or like commissions are or may be due
in connection with this transaction as a result of the act of the party so
warranting.  Seller shall indemnify, defend and hold Buyer harmless from and
against any claims by Broker and any other third parties made by or through the
acts of Seller for real estate or brokerage commissions, or a finder's fee, in
connection with the transactions provided for herein, and all costs and expenses
incurred by Buyer in connection therewith including, but not limited to,
reasonable attorneys' fees.  Buyer shall indemnify, defend and hold Seller
harmless from and against any claims by third parties other than Broker made by
or through the acts of Buyer for real estate or brokerage commissions, or a
finder's fee, in connection with the transactions provided for herein, and all
costs and expenses incurred by Seller in connection therewith, including, but
not limited to, reasonable attorneys' fees.

     19.  Condemnation.  If, between the date of this Agreement and the Closing,
          ------------
any portion of the Property shall be taken or appropriated for public or
quasi-public use by right of eminent domain, or if proceedings in condemnation
or eminent domain shall be instituted or threatened, Buyer, at its option, may
elect to (i) terminate this Agreement by written notice to each Seller within
thirty (30) days following Buyer's receipt of written notice of such event,
whereupon the Earnest Money Deposit shall be returned to Buyer, and thereafter
neither party shall have any further obligation or liability hereunder, or
(ii) proceed with the purchase of the Property, in which event Buyer shall be
entitled to the condemnation proceeds relating to the Property.  If prior to the
Closing such proceeds are paid to any Seller, the amount of such proceeds paid
to such Seller shall be applicable towards the Purchase Price of the Property.

     20.  Construction.  The parties agree that each party and its counsel have
          ------------
reviewed and revised this Agreement and that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall not
<PAGE>
apply in the interpretation of this Agreement or any Addendum, amendments or
Exhibits hereto.

     21.  Exhibits and Addenda.  All Exhibits and Addenda attached hereto and
          --------------------
referred to in this Agreement are incorporated herein by this reference and are
part of this Agreement.

     22.  Counterparts; Facsimile Signature.  This Agreement may be executed
          ---------------------------------
simultaneously or in counterparts, each of which counterpart shall be deemed an
original, but all of which together shall constitute one and the same Agreement.
Facsimile signatures of this Agreement are valid.

     23.  Miscellaneous.  The captions and paragraph headings used herein are
          -------------
for convenience and reference only and are not intended to define, limit or
describe the scope or intent of any provision of this Agreement.  When used
herein, the terms "include" or "including" shall mean without limitation by
reason of the enumeration.  All grammatical usage herein shall be deemed to
refer to the masculine, feminine, neuter, singular or plural as the identity of
the person or persons may require.  The term "person" shall include an
individual, corporation, partnership, trust, estate or any other entity.  The
words "herein," "hereof," "hereunder," and other similar compounds of the word
"here" when used in this Agreement shall refer to the entire Agreement and not
to any particular provision, section, exhibit or addenda.  If the last day of
any time period stated herein shall fall on a Saturday, Sunday or legal holiday,
then the duration of such time period shall be extended so that it shall end on
the next succeeding day which is not a Saturday, Sunday or legal holiday.
<PAGE>




          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Agreement Date.

BUYER:
Eighteen SAC Self-Storage Corporation


By:   /S/ Mark V. Shoen
      -----------------------------
Its:  President
      -----------------------------
<PAGE>



SELLER:

Amerco Real Estate Company, a Nevada
corporation


By:   /S/ Gary Vance Klinefelter
      -------------------------------
Its:  Secretary
      -------------------------------
<PAGE>



SELLER:

Amerco Real Estate Company of Texas, Inc.,
a Texas corporation


By:   /S/ Gary Vance Klinefelter
      -------------------------------
Its:  Secretary
      -------------------------------
<PAGE>




                                 Exhibit A


Centers   Address                 City             State and Name of Seller
706086    10400 S VIRGINA STREET  RENO             NV - AREC
717082    9650 CAMINO RUIZ        SAN DIEGO        CA - AREC
720059    55 EAST 3900 SOUTH      SALT LAKE CITY   UT - AREC
723030    6190 W CHANDLER BLVD    CHANDLER         AZ - AREC
741032    164 NORTH I-35 E        DENTON           TX - AREC of Texas
741034    1100 LOS RIOS           PLANO            TX - AREC of Texas
746072    11334 BELLAIRE BLVD     HOUSTON SOUTH    TX - AREC
796051    738 N BROADWAY          EAST PROVIDENCE  RI - AREC
803080    2800 WHITE PLAINS RD    BRONX            NY - AREC
810051    3001 MACARTHUR ROAD     WHITEHALL        PA - AREC
813047    2101 ROUTE 130          CINNAMINSON      NJ - AREC
816075    68075 RAMON ROAD        CATHEDRAL CITY   CA - AREC
834044    615 S HAVANA            AURORA SOUTH     CO - AREC
837051    844 MAIN ST             CAMBRIDGE        MA - AREC




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>13
<FILENAME>p66363aex10-16.txt
<DESCRIPTION>EX-10.16
<TEXT>
<PAGE>
                                                                 Exhibit 10.16



                         PURCHASE AND SALE AGREEMENT
                         ---------------------------

     THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made effective as of
December 31, 2001 ("Agreement Date"), by and between Twenty SAC Self-Storage
Corporation, a Nevada corporation ("Twenty SAC"), Twenty-One SAC Self-Storage
Corporation, a Nevada corporation ("Twenty-One SAC"), Twenty-Two SAC Self-
Storage Corporation, a Nevada corporation ("Twenty-Two SAC") and Twenty-Three
SAC Self-Storage Corporation, a Nevada corporation ("Twenty Three SAC", and,
with Twenty SAC, Twenty-One SAC and Twenty-Two SAC, collectively, the "Buyer")
and Amerco Real Estate Company ("AREC"), U-Haul Co. of Texas, Inc. ("UH Texas")
and U-Haul Co. of Louisiana, Inc. ("UH Louisiana", and together with AREC and UH
Texas, collectively, the "Seller").

                                  RECITALS

     WHEREAS, Seller owns the real property and improvements thereon generally
described on Exhibit A hereto, which property consists of thirty-seven self-
storage facilities (including land and improvements thereon, all rights
appurtenant thereto, and any incidental items of personal property used in
connection therewith) (collectively, the "Property"); and

     WHEREAS, subject to the terms, covenants and conditions set forth herein,
Seller desires to sell the Property to Buyer and Buyer desires to purchase the
Property from Seller.

     NOW, THEREFORE, in consideration of the foregoing, and the terms, covenants
and conditions contained herein and for other valuable considerations, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

     1.   Agreement of Purchase and Sale.  At the closing hereunder (the
          ------------------------------
"Closing"), which Closing shall occur on or before January 14, 2002 (the
"Closing"), subject to the terms, covenants and conditions of this Agreement,
Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Property,
as set forth on Exhibit A hereto.   Buyer's obligation to purchase the Property
shall be contingent upon the delivery of deeds for each Property; and in the
event any one or more property is not conveyed hereunder, Buyer shall not be
obligated to purchase any of the Properties. Prior to the Closing, legal
descriptions for the Property shall be prepared and shall be mutually
satisfactory to Buyer and Seller.

     The parties hereto intend that the conveyance hereunder be a sale and
absolute conveyance of the Property from the Seller to Buyer and not a financing
secured by such property; and the beneficial interest in and title to the
Property shall not be a part of Seller's estate in the event of the filing of a
bankruptcy petition by or against Seller under any bankruptcy law.

     2.   Purchase Price.  Subject to adjustment as provided below, the
          --------------
aggregate purchase price to be paid for the Property (the "Purchase Price")
shall be Ninety-Three Million, Six Hundred and Seventy-Eight Thousand and
<PAGE>
no/100ths Dollars ($93,678,000.00), to be disbursed to each Seller in accordance
with its respective interest.

     3.   Buyer's Contingencies.  Prior to the Closing, Buyer shall have
          ---------------------
completed all due diligence with respect to the Property and upon Closing shall
be deemed to have satisfied itself with respect to due diligence including
title, survey, environmental conditions, engineering conditions, economic
feasibility and the like.  Notwithstanding the foregoing, however, each Seller
shall be obligated to remove (regardless of whether Buyer objects thereto) all
deeds of trust, mortgages, mechanics' liens, UCC filings, judgments and other
monetary liens voluntarily imposed on the Property by Seller or arising against
the Property as a result of Seller's (or its agents' or affiliates') actions or
negligent or intentional omissions or improvements made to, or services rendered
in connection with, the Property at the request of, or on behalf of, any Seller;
it being the intent of the parties that the Property shall be conveyed to Buyer
free and clear of all such monetary liens, and in no event shall any such
monetary liens be deemed a permitted title exceptions hereunder.  In addition,
Buyer's obligation to purchase the Property is contingent upon Buyer obtaining
financing upon terms satisfactory to Buyer, for a portion of the Purchase Price.

     4.    Title Insurance; Deed.
           ---------------------

          a.   Owner's Insurance Policy.  At the Closing, each Seller shall
               ------------------------
cause Fidelity National Title Insurance Company to deliver to Buyer, at Buyer's
option, an extended coverage ALTA owner's policy of title insurance issued by
such title insurance company or its principal, or the unconditional commitment
of the title insurer to issue such policy, insuring title to the Property in
Buyer in the amount of the Purchase Price; the policy to be subject to the usual
printed exclusions, exceptions, conditions and stipulations set forth in the
printed form policy, title exceptions permitted by the Buyer ("Permitted Title
Exceptions") and such other matters approved in writing by Buyer or resulting
from Buyer's actions (the "Title Policy").  Seller shall only be responsible for
paying the portion of the title insurance premium relating to standard owner's
coverage; if Buyer elects to obtain extended coverage, then Buyer shall pay the
additional portion of the premium relating to extended coverage and the cost of
any endorsements requested by Buyer.

          b.   Deed.  At the Closing, each Seller shall deliver to Buyer the
               ----
deed granting and conveying to Buyer the Property as identified on Exhibit A
hereto, free and clear of all liens other than the Permitted Title Exceptions
and free and clear of all monetary liens other than for taxes which are a lien
but are not yet delinquent.

     5.   Closing.   Except as otherwise provided below, the Closing shall occur
          -------
on the date (the "Closing Date") which is no later than January 14, 2002. The
Closing shall take place at 10:00 a.m. on the Closing Date in the office of the
title company, or at such other time and location as the parties may mutually
agree.  The parties hereto acknowledge and agree that time is of the essence
with respect to the Closing Date.
<PAGE>

          a.   Action at the Closing by Seller.  Upon the Closing, each Seller
               -------------------------------
shall deliver or cause to be delivered to Buyer all of the following instruments
or documents dated as of the Closing, fully executed and, if appropriate, acknow
ledged:  (i) the Deed; (ii) an Affidavit of Property Value (or other similar
instrument) if required in connection with the transfer of the Property; (iii) a
Non-Foreign Person Affidavit; (iv) a bill of sale with respect to any personal
property conveyed hereunder; (v) affidavits to the title company reasonably
requested in connection with the issuance of the title policy hereunder
(including, without limitation, a no-lien affidavit and a no parties-in-
possession affidavit) and (vi) such other instruments or documents as may be
reasonably necessary to fulfill the covenants and obligations to be performed by
Seller pursuant to this Agreement.

          b.   Action at the Closing by Buyer.  At the Closing, as a condition
               ------------------------------
to Seller's obligations hereunder, Buyer shall deliver or cause to be delivered
to Seller all funds required pursuant to the provisions of this Agreement.

          c.   Closing Costs.  All fees, recording costs, charges or expenses
               -------------
incidental to the sale, transfer and assignment of the Property to Buyer shall,
except as otherwise herein expressly provided, be paid according to the then
custom of real estate transactions consummated in the county in which the
Property is located.

          d.   Proration of Real Estate Taxes.  All general or special
               ------------------------------
assessments by any governmental authority which are a lien on the Property as of
the Closing Date shall be paid by Seller in full at the Closing.

     6.   Possession; Risk of Loss.   Seller shall deliver possession of the
          ------------------------
Property to Buyer at the Closing, subject only to the Permitted Title Exceptions
and in any event subject to self-storage customers in possession in the ordinary
course of business.  The risk of loss of any damage or destruction to the
Property shall remain with Seller until the Closing.

     7.   Representations and Warranties of Seller.  Except as otherwise
          ----------------------------------------
expressly provided herein, the Property is and shall be sold and conveyed to
Buyer on an "AS IS" "WHERE IS" basis, subject to all faults and defects, whether
latent or patent, and Buyer acknowledges that no warranty is made with respect
to the Property, whether as to habitability, merchantability, fitness for a
particular purpose or otherwise. Notwithstanding the foregoing, each Seller
acknowledges, represents and warrants to Buyer that the following are true as of
the date of this Agreement and will be true as of the Closing, and in entering
into this Agreement Buyer is relying upon, the following:

          a.   Due Organization, Etc.  Each Seller is a duly organized, validly
               ---------------------
existing, and is in good standing under the laws of its respective jurisdiction
of organization. The transactions contemplated by this Agreement and the
execution and delivery of all documents required herein, and its performance
hereunder, have been duly authorized by each Seller as necessary or appropriate.
The execution and delivery of this Agreement and any other document required
herein and the consummation of the transactions contemplated hereby and thereby
will not result in any violation of, or default under, any term or provision of
<PAGE>
any organizational document, agreement, instrument, mortgage, loan, or similar
documents to which any Seller is a party or by which any Seller is bound.

          b.   No Condemnation.  There are no existing, or, to each Seller's
               ---------------
knowledge, pending or anticipated condemnation or similar proceedings against or
involving the Property or any portion thereof.

          c.   Agreements.  To each Seller's knowledge, there are no options or
               ----------
rights of first refusal, recorded or unrecorded, affecting the Property, nor any
other unrecorded agreements affecting the development or use of the Property.

          d.   No Violations.  To each Seller's knowledge, each such Seller has
               -------------
not received written notice of any violation of any applicable law pertaining to
the Property, and neither any  Seller nor the Property is in violation of any
such applicable laws.

          e.   Further Encumbrances.  No Seller shall further encumber the
               --------------------
Property or allow an encumbrance upon the title to the Property, or modify the
terms or conditions of any existing leases, contracts or encumbrances, if any,
without the prior written consent of Buyer.

     8.   Notices.  All notices or other communications required or provided to
          -------
be sent by either party or by Escrow Agent shall be in writing and shall be sent
(i) by United States Postal Service, postage prepaid, certified, return receipt
requested; or (ii) by any nationally known overnight delivery service; or (iii)
by courier; or (iv) by facsimile transmission; or (v) in person; or (vi) by
electronic mail.  All notices shall be deemed to have been given forty-eight
(48) hours following deposit in the United States Postal Service or upon
personal delivery if sent by overnight delivery service, courier, facsimile
transmission, electronic mail, or personally delivered. All notices shall be
addressed to the party at the address below:

          If to Seller:       Amerco Real Estate Company
                              2727 North Central Avenue
                              Phoenix, AZ  85004
                              Attn:  Carlos Vizcarra
                              Telephone No. (602) 263-6555


          If to Buyer:        c/o Twenty SAC Self-Storage Corporation
                              715 Country Club Drive
                              Mesa, AZ  85210
                              Telephone No. (602) 263-6534


          Any address or name specified above may be changed by notice given to
the addressee by the other party in accordance with this paragraph.  The
inability to deliver because of a changed address of which no notice was given,
<PAGE>
or rejection or other refusal to accept any notice, shall be deemed to be the
receipt of the notice as of the date of such inability to deliver or rejection
or refusal to accept.  Any notice to be given by any party hereto may be given
by the counsel for such party.

     9.   Seller's Remedies.  If Buyer shall materially breach any of the
          -----------------
material terms or provisions of this Agreement on or before the Closing, Seller
may waive such breach and close the escrow in accordance with the terms hereof,
or Seller may, as its exclusive remedy, terminate this Agreement and obtain
Fifty Thousand Dollars as liquidated damages and as consideration for the
acceptance of this Agreement and, if applicable, for taking the Property off the
market, and not as a penalty.  Buyer and each Seller acknowledge that it would
be impractical and extremely difficult to estimate the actual damages which
Seller may suffer as a result of a default by Buyer, and therefore, Buyer and
Seller agree that the foregoing amount of liquidated damages is calculated as a
reasonable estimate of the amount of damages likely to be suffered by Seller
under the circumstances existing at the time this Agreement is entered into.

     10.  Buyer's Remedies.  If any Seller materially breaches any of the
          ----------------
material terms or provisions of this Agreement, Buyer may either (i) terminate
this Agreement by written notice to each Seller, whereupon Buyer shall have the
right to pursue recovery of all actual out-of-pocket third party expenses
suffered or incurred by Buyer (including, without limitation, costs incurred in
connection with Buyer's or Buyer's proposed lender's feasibility, underwriting
or due diligence studies of the Property and any deposits paid to proposed
lenders) together with any other incidental, consequential or other monetary
damages incurred as a result of such breach, and thereafter neither party shall
have any further obligation or liability to the other; or (ii) waive such
default and consummate the transaction contemplated hereby in accordance with
the terms hereof; or (iii) seek specific performance or any other equitable
remedy for any default of Seller.

     11.  Survival of Covenants, Agreements, Representations and Warranties.
          -----------------------------------------------------------------
Except as otherwise may be limited by the specific terms of this Agreement, all
covenants, agreements, representations and warranties set forth in this
Agreement shall survive the Closing and shall not merge into any deed or other
instrument executed or delivered in connection with the transaction contemplated
hereby.

     12.  Indemnification.  Seller shall and does hereby agree to indemnify,
          ---------------
defend and forever hold Buyer harmless of and from any and all liability, claim
or damage attributable to a breach of representation or warranty herein or to
the Property or any other property or interest acquired in this transaction or
any contract assumed as part of this transaction arising prior to the Closing
Date hereunder, including, without limitation, all reasonable attorney's fees
and costs associated therewith.  Buyer shall and does hereby agree to indemnify,
defend and forever hold Seller harmless of and from any and all liability, claim
or damage attributable to a breach of representation or warranty herein or to
the Property or any other property or interest conveyed in this transaction or
any contract assigned as part of this transaction arising on and after the
Closing Date hereunder, including, without limitation, all reasonable attorney's
fees and costs associated therewith.
<PAGE>

     13.  Modification of Agreement.  No modification of this Agreement shall be
          -------------------------
deemed effective unless in writing and signed by the parties hereto, and any
waiver granted shall not be deemed effective except for the instance and in the
circumstances particularly specified therein and unless in writing and executed
by the party against whom enforcement of the waiver is sought.

     14.  Further Instruments.  Each party, promptly upon the request of the
          -------------------
other or upon the request of any escrow agent involved in the Closing, shall
execute and have acknowledged and delivered to the other or to such escrow
agent, as may be appropriate, any and all further instruments reasonably
requested or appropriate to evidence or give effect to the provisions of this
Agreement and which are consistent with the provisions hereof.

     15.  Entire Contract.  This Agreement (including the Exhibits hereto)
          ---------------
constitutes the entire contract between the parties with regard to the Property.
All terms and conditions contained in any other writings previously executed by
the parties and all other discussions, understandings or agreements regarding
the Property and the subject matter hereof shall be deemed to be superseded
hereby.

     16.  Inurement.  This Agreement shall be binding upon and inure to the
          ---------
benefit of the successors and assigns, if any, of the respective parties hereto.

     17.  Applicable Law.  This Agreement shall be governed by and construed in
          --------------
accordance with the laws of the State of Arizona.

     18.  Commissions.  Each party warrants and represents to the other that no
          -----------
real estate sales or brokerage commissions or like commissions are or may be due
in connection with this transaction as a result of the act of the party so
warranting.  Seller shall indemnify, defend and hold Buyer harmless from and
against any claims by Broker and any other third parties made by or through the
acts of Seller for real estate or brokerage commissions, or a finder's fee, in
connection with the transactions provided for herein, and all costs and expenses
incurred by Buyer in connection therewith including, but not limited to,
reasonable attorneys' fees.  Buyer shall indemnify, defend and hold Seller
harmless from and against any claims by third parties other than Broker made by
or through the acts of Buyer for real estate or brokerage commissions, or a
finder's fee, in connection with the transactions provided for herein, and all
costs and expenses incurred by Seller in connection therewith, including, but
not limited to, reasonable attorneys' fees.

     19.  Condemnation.  If, between the date of this Agreement and the Closing,
          ------------
any portion of the Property shall be taken or appropriated for public or
quasi-public use by right of eminent domain, or if proceedings in condemnation
or eminent domain shall be instituted or threatened, Buyer, at its option, may
elect to (i) terminate this Agreement by written notice to each Seller within
thirty (30) days following Buyer's receipt of written notice of such event,
whereupon the Earnest Money Deposit shall be returned to Buyer, and thereafter
neither party shall have any further obligation or liability hereunder, or
(ii) proceed with the purchase of the Property, in which event Buyer shall be
entitled to the condemnation proceeds relating to the Property.  If prior to the
<PAGE>
Closing such proceeds are paid to any Seller, the amount of such proceeds paid
to such Seller shall be applicable towards the Purchase Price of the Property.

     20.  Construction.  The parties agree that each party and its counsel have
          ------------
reviewed and revised this Agreement and that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall not
apply in the interpretation of this Agreement or any Addendum, amendments or
Exhibits hereto.

     21.  Exhibits and Addenda.  All Exhibits and Addenda attached hereto and
          --------------------
referred to in this Agreement are incorporated herein by this reference and are
part of this Agreement.

     22.  Counterparts; Facsimile Signature.  This Agreement may be executed
          ---------------------------------
simultaneously or in counterparts, each of which counterpart shall be deemed an
original, but all of which together shall constitute one and the same Agreement.
Facsimile signatures of this Agreement are valid.

     23.  Miscellaneous.  The captions and paragraph headings used herein are
          -------------
for convenience and reference only and are not intended to define, limit or
describe the scope or intent of any provision of this Agreement.  When used
herein, the terms "include" or "including" shall mean without limitation by
reason of the enumeration.  All grammatical usage herein shall be deemed to
refer to the masculine, feminine, neuter, singular or plural as the identity of
the person or persons may require.  The term "person" shall include an
individual, corporation, partnership, trust, estate or any other entity.  The
words "herein," "hereof," "hereunder," and other similar compounds of the word
"here" when used in this Agreement shall refer to the entire Agreement and not
to any particular provision, section, exhibit or addenda.  If the last day of
any time period stated herein shall fall on a Saturday, Sunday or legal holiday,
then the duration of such time period shall be extended so that it shall end on
the next succeeding day which is not a Saturday, Sunday or legal holiday.
<PAGE>
<TABLE>



          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Agreement Date.
<CAPTION>
BUYERS:
Twenty SAC Self-Storage Corporation            Twenty-One SAC Self-Storage Corporation

<S>   <C>                                      <C>   <C>
By:   /S/ Mark V. Shoen                        By:   /S/ Mark V. Shoen
      -----------------------------                  ---------------------------------
Its:  President                                Its:  President
      -----------------------------                  ---------------------------------

<CAPTION>
Twenty-Two SAC Self-Storage Corporation        Twenty-Three SAC Self-Storage Corporation


<S>   <C>                                      <C>   <C>
By:   /S/ Mark V. Shoen                        By:   /S/ Mark V. Shoen
      -----------------------------                  -----------------------------------
Its:  President                                Its:  President
      -----------------------------                  -----------------------------------
</TABLE>
<PAGE>



SELLERS:

Amerco Real Estate Company


By:   /S/ Gary Vance Klinefelter
      --------------------------
Its:  Secretary
      --------------------------


U-Haul Co. of Texas, Inc.


By:   /S/ Gary Vance Klinefelter
      --------------------------
Its:  Secretary
      --------------------------




U-Haul Co. of Louisiana, Inc.


By:   /S/ Gary Vance Klinefelter
      --------------------------
Its:  Secretary
      --------------------------
<PAGE>
<TABLE>



                                   Exhibit A
<CAPTION>

                                                              Name of Grantor                Sale Price
<S>     <C>     <C>                      <C>             <C>  <C>                           <C>
20 SAC  700026  U-HAUL CTR OF BEND       BEND            OR   Amerco Real Estate Company      1,301,689
20 SAC  717068  U-HAUL LEMON GROVE       LEMON GROVE     CA   Amerco Real Estate Company      1,993,146
20 SAC  723082  U-HAUL MAIN&LINDSAY      MESA            AZ   Amerco Real Estate Company      2,074,771
20 SAC  744080  U-HAUL SAN PEDRO         SAN ANTONIS     TX   Amerco Real Estate Company      4,164,177
20 SAC  776053  U-HAUL CT PETERS ST      ATLANTA EAST    GA   Amerco Real Estate Company      5,980,905
20 SAC  796058  U-HAUL CTR WARWICK       WARWICK         RI   Amerco Real Estate Company      1,252,288
20 SAC  813020  U-HAUL CENTER ROUTE 37   TOMS RIVER      NJ   Amerco Real Estate Company      2,784,538
20 SAC  825067  U-HAUL AIRLINE CTR       PORTSMOUTH      VA   Amerco Real Estate Company      2,209,034
20 SAC  836044  U-HAUL CENTER ARLINGTON  ARLINGTON       TX   U-Haul Co. of Texas, Inc.       1,187,279
Subtotal - Pool A:                                                                           22,947,826

<S>     <C>     <C>                      <C>             <C>  <C>                           <C>
21 SAC  707075  U-HAUL CTR THORNTON      FREMONT         CA   Amerco Real Estate Company      3,773,641
21 SAC  708078  U-HAUL CTR BELMONT       BELMONT         CA   Amerco Real Estate Company      4,077,996
21 SAC  712032  U-HAUL CENTER DOWNTOWN   LOS ANGELES     CA   Amerco Real Estate Company      2,026,298
21 SAC  721058  U-HAUL 51ST & GLENDALE   GLENDALE        AZ   Amerco Real Estate Company        918,922
21 SAC  744068  U-HAUL AUSTIN HWY        SAN ANTONIO     TX   Amerco Real Estate Company      2,264,542
21 SAC  752069  U-HAUL CAROUSEL MALL     INKSTER         MI   Amerco Real Estate Company      5,837,545
21 SAC  770054  U-HAUL CTR METRO         DAYTON          OH   Amerco Real Estate Company      2,341,332
21 SAC  772061  U-HAUL HENDERSONVIL      HENDERSONVILLE  TN   Amerco Real Estate Company      1,587,187
21 SAC  835081  U-HAUL NORTHWEST         DALLAS          TX   U-Haul Co. of Texas, Inc.       3,924,376
Subtotal - Pool B:                                                                           26,751,840

<S>     <C>     <C>                      <C>             <C>  <C>                           <C>
22 SAC  734024  U-HAUL STATE  AVE        KANSAS          KS   Amerco Real Estate Company      2,826,794
22 SAC  747069  U-HAUL CAUSEWAY BLV      METAIRIE        LA   U-Haul Co. of Louisiana, Inc.   2,804,407
22 SAC  751022  U-HAUL JOLLY CEDAR       LANSING         MI   Amerco Real Estate Company      1,141.457
22 SAC  790066  U-HAUL CTR RT 295        PORTLAND        ME   Amerco Real Estate Company      3,674,231
22 SAC  791023  U-HAUL SPRINGFIELD       SPRINGFIELD     MA   Amerco Real Estate Company      1,484,849
22 SAC  795028  U-HAUL CENTER OF         MANASSAS PARK   VA   Amerco Real Estate Company      4,197,229
                MANASSAS PARK
22 SAC  828059  U-HAUL CTR ORACLE        TUCSON          AZ   Amerco Real Estate Company      1,213,274
22 SAC  828068  U-HAUL W INA RD          TUCSON          AZ   Amerco Real Estate Company      1,983,141
22 SAC  836033  WESTCREEK VILLAGE        FORT WORTH      TX   Amerco Real Estate Company      2,030,702
Subtotal - Pool C:                                                                           21,356,083

<S>     <C>     <C>                      <C>             <C>  <C>                           <C>
23 SAC  710077  U-HAUL OF FLORIN RD      SACRAMENTO      CA   Amerco Real Estate Company      2,407,727
23 SAC  721021  U-HAUL CENTER            PHOENIX WEST    AZ   Amerco Real Estate Company      1,360,632
23 SAC  736071  U-HAUL CT HAZELWOOD      HAZELWOOD       MO   Amerco Real Estate Company      1,081,096
23 SAC  738057  U-HAUL DOWNTOWN          OKLAHOMA CITY   OK   Amerco Real Estate Company      1,640,040
23 SAC  741035  U-HAUL CENTER ADDISON    CARROLLTON      TX   Amerco Real Estate Company      4,895,236
23 SAC  742054  U-HAUL KANIS ROAD        LITTLE ROCK     AR   Amerco Real Estate Company      2,804,721
23 SAC  744070  U-HAUL NACO-PERRIN       SAN ANTONIO     TX   Amerco Real Estate Company      2,279,481
23 SAC  747074  U-HAUL CT GENTILLY       NEW ORLEANS     LA   U-Haul Co. of Louisiana, Inc.   2,211,713
23 SAC  806024  U-HAUL CENTER CORAM      CORAM           NY   Amerco Real Estate Company      2,704,466
23 SAC  820022  U-HAUL CT PULASKI HY     BALTIMORE       MD   Amerco Real Estate Company      1,237,739
Subtotal - Pool D:                                                                           22,622,852

Total:                                                                                       93,678,601
</TABLE>





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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