<DOCUMENT>
<TYPE>EX-10.48
<SEQUENCE>19
<FILENAME>p67178exv10w48.txt
<DESCRIPTION>EX-10.48
<TEXT>
<PAGE>
                                                                  EXHIBIT 10.48

                                                                    Junior Loan

                                 PROMISSORY NOTE

$100,000.00                                         dated as of February 1, 1998


      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. ("Payee"), an Arizona corporation, 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 One Hundred Thousand Dollars
($100,000.00), or, if less, the aggregate unpaid principal amount of the Loan
made by Payee to Maker, with Interest (as hereinafter defined) 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 thirteen
      percent (13.0%).

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

            "Adjusted Operating Expenses": shall mean Operating Expenses as
      reasonably adjusted by Senior Holder (i) to account, as appropriate in
      Senior Holder's sole reasonable discretion for all actual or required
      Operating Expenses as opposed to escrowed or estimated payments and (ii)
      such other adjustments to Operating Expenses, in Senior Holder's sole
      reasonable discretion 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, or any shareholder of such person if such person is a
      corporation. 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.

            "Assignment and Pledge Agreement": shall mean that certain
      Assignment and Pledge Agreement (Lockbox) of even date herewith between
      the Maker, the Payee, the Project Manager and the Servicer.

            "Basic Interest": shall have the meaning given it in Section 2(a)
      and 2(b) below.
<PAGE>
            "Capital Expenditure Account": shall mean the reserve account
      required to be established for capital expenditures in Section 1.19 of the
      Mortgage and by the Collection Account Agreement.

            "Capital Expenditure Reserve Deposit": shall mean for any calendar
      quarter the deposit actually made by (or on behalf of) the Maker into the
      Capital Expenditure Account [which deposit shall not exceed three percent
      (3.0%) of Gross Receipts for such quarter].

            "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).

            "Collection Account Agreement": shall mean that certain Collection
      Account Agreement of even date herewith among the Maker, the Payee, the
      Servicer, the Senior Lender and the Project Manager.

            "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 of Holder, (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 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 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 Loan. Gross
      Receipts shall


                                      -2-
<PAGE>
      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 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 $100,000.00
      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 Loan, as the


                                      -3-
<PAGE>
      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.

            "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 Loan 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 down by Senior
      Holder in its reasonable discretion 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 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, 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.


                                      -4-
<PAGE>
            "Permitted Exceptions": shall have the meaning given it in the
      Mortgage.

            "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
      Goods (as such terms are defined in the Mortgage), 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(1) below.

            "Requirements of Law": shall mean, as to any Person, requirements as
      set out in the provisions of such Person's Certificate 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.

            "Senior Debt Papers": 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 Loan.

            "Senior Holder": shall mean at any particular time, the Person which
      is then the holder to the promissory note representing the Senior Loan.

            "Senior Lender" shall mean Nationwide Commercial Co. in its capacity
      as the maker of the Senior Loan.


                                      -5-
<PAGE>
            "Senior Loan": shall mean that certain loan in the amount of
      $400,000 made by the Senior Lender to the Maker.

            "Servicer": shall mean the Person employed by the Payee to manage
      and control the accounts subject to the Assignment and Pledge Agreement
      and the Collection Account Agreement.

            "Stated Maturity Date": shall mean February 1, 2008 or on demand by
      Payee.

            "Tax and Insurance Escrow Account": shall have the meaning given it
      in the Collection Account Agreement.

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

            "Trustee": shall have the meaning given such term in the Senior Debt
      Papers.

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

      Any term that is capitalized but not specifically defined in this Note,
which is capitalized and defined in the Mortgage, shall have the same meaning
for purposes hereof as the meaning assigned to it in the Mortgage.

      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 next following
      Distribution Date as set forth in the Collection Account Agreement,
      commencing on the first Distribution Date after the date hereof. 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 ("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 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:


                                      -6-
<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 Loan 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 Loan 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 the Tax and Insurance Escrow Account, the
      Capital Expenditure Reserve Account or any of the other accounts
      established pursuant to the Collection Account Agreement 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 initially reported by maker as being payable
      with respect thereto.


                                      -7-
<PAGE>
            (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 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
      or any encumbrance 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
      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


                                      -8-
<PAGE>
      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: (an) 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 Loan 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 (an) 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 Loan.


                                      -9-
<PAGE>
                  (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 MM-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


                                      -10-
<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.

                  (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; arid, 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 Maturity Date, Maker will pay
      to the Holder the entire principal balance of this Note then


                                      -11-
<PAGE>
      outstanding, together with all Basic Interest (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.

            (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 ("PY") of all future installments of principal
and interest due pursuant to Section 4(a) of this


                                      -12-
<PAGE>
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 (degree)[(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 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 July 1, 2006. In addition to the aforesaid
Yield Maintenance Premium if, upon any such prepayment (whether prior to or
after any date that is after July 1, 2006, 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.

                  Maker's Initials:_____


                                      -13-
<PAGE>
      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
      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


                                      -14-
<PAGE>
            (j)   Place of Business. Maker 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, the Trustee and the Servicer:

                  (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, the Trustee or the Servicer 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, the Trustee, and
      the Servicer 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, the Trustee or the Servicer 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


                                      -15-
<PAGE>
      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, the Trustee and
      the Servicer 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.

            (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 AN])
      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


                                      -16-
<PAGE>
      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
      OCCASIONED BY THE ACTS OR OMISSIONS, INCLUDING, WITHOUT LIMITATION,
      NEGLIGENCE, OF THE INDEMNIFIED PARTIES.

                  MAKER'S INITIALS____

            (h)   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.

            (i)   Requirements of Law. Comply at all times with all Requirements
      of Law.

            (j)   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.


                                      -17-
<PAGE>
      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) the Senior Loan; (iii) the obligations of Maker
      under the Property Management Agreement; (iv) for non-delinquent taxes;
      and (v) 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 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


                                      -18-
<PAGE>
      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
      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
      Assignment and Pledge Agreement, 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


                                      -19-
<PAGE>
      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 first entry thereof; or

            (h)   The occurrence of a Event of Default under the Promissory Note
      evidencing the Senior Loan.

      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.


                                      -20-
<PAGE>
      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.

            (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 Loan is secured
by, inter alia, (i) 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 Maker to or for the benefit of Senior Holder,
which creates a lien on real estate in the Project and which also creates a
security interest in personal property located thereat or utilized in connection
therewith; (ii) the Assignment and Pledge Agreement; and (iii) the Collection
Account Agreement (such documents together with each and every additional
document or instrument which may at any time be delivered to the Senior Holder
thereof as security for this Note, 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


                                      -21-
<PAGE>
Documents for a statement of certain circumstances under which this Note may be
accelerated and 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
complete text of each of them were set out in full here in the body of this
Note.

      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

      16.

      17.

      18.

      19.   .........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


                                      -22-
<PAGE>
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.

      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


            ___________________________
            Mark V. Shoen, President


                                      -23-

</TEXT>
</DOCUMENT>
