<DOCUMENT>
<TYPE>EX-10.63
<SEQUENCE>42
<FILENAME>p67178exv10w63.txt
<DESCRIPTION>EX-10.63
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.63

                                 PROMISSORY NOTE

Maximum principal amount of                            dated as of March 7, 2002
Up to $152,305,252.00

      FOR VALUE RECEIVED, the undersigned, SAC Financial 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 One Hundred and Fifty Two Million, Three
Hundred and Five Thousand, Two Hundred and Fifty-Two and no/100ths Dollars
($152,305,252.00), 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 Distribution
      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).

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


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<PAGE>
            "Distribution Income": shall mean the income in the form of
      dividends and distributions received by Maker from the Project Owners (or
      any of them).

            "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
      $152,305,252.00 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.


                                       2
<PAGE>
            "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 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 calculated
      by applying the Pay Rate to the outstanding principal balance hereunder.

            "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 and the improvements
      identified on Schedule A hereto, taken together collectively

            "Project Lender" shall mean Merrill Lynch Mortgage Lending, 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 $64,991,000 made by Project Lender to the Twenty-Four SAC
      Self Storage Limited


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<PAGE>
      Partnership, Twenty-Five SAC Self-Storage Limited Partnership and
      Twenty-Seven SAC Self-Storage Limited Partnership; and (ii) that certain
      loan in the amount of $15,590,000 made by Project Lender to the Twenty-Six
      SAC Self Storage Limited Partnership, 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-Four SAC
      Self-Storage Limited Partnership, a Nevada limited partnership,
      Twenty-Five SAC Self-Storage Limited Partnership, a Nevada limited
      partnership, Twenty-Six SAC Self-Storage Limited Partnership, a Nevada
      limited partnership, and Twenty-Seven SAC Self-Storage Limited
      Partnership, a Nevada limited partnership, as to each of which Maker is a
      ninety-nine percent limited partner.

            "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 of
      Financing.

            "Return of Investment Contingent Interest": shall have the meaning
      given it in Section 2(g) below.

            "Sale or Financing": shall mean any direct or indirect sale,
      assignment, transfer, conveyance, lease (except for leases or licenses of
      a term not exceeding one 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) April 1, 2022,
      and (ii) from


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<PAGE>
      and after April 1, 2014, on demand by Payee.

            "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.

            "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, commencing as of February
      1, 2002, on the principal balance of the Note outstanding from time to
      time at the Accrual Rate. Basic Interest shall consist of two components
      ("Pay Rate Interest" and "Deferred Interest") and 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 (if any) (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 Distribution 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


                                       5
<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) Distribution 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 ("Distribution Contingent
      Interest") in an amount (if any) equal to the amount (if any) by which
      ninety percent (90%) of Maker's Distribution 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 Distribution Contingent Interest. Distribution
      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 and Distribution
      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 or Financing of the Project (or any
      portion thereof) ("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 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.


                                       6
<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.


                                       7
<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 greater 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


                                       8
<PAGE>
      (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 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;

            (b) No Violation. Maker's execution, delivery and performance of its
      obligations under this Note and any related documents do not and will not
      violate the organizational


                                       9
<PAGE>
      documents or agreements 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 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


                                       10
<PAGE>
                        (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.

            (f) INDEMNIFICATION. MAKER SHALL INDEMNIFY AND HOLD


                                       11
<PAGE>
      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
      MAKER SHALL 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 REASONABLE 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 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,


                                       12
<PAGE>
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 revenue 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 (if any) 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 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


                                       13
<PAGE>
      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 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;

            (c) (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


                                       14
<PAGE>
      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

            (d) 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
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.


                                       15
<PAGE>
      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.

      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 reasonable 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 reasonable attorneys' fees, court costs, and other costs and
expenses of every kind incurred by


                                       16
<PAGE>
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:   c/o 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, the Maker


                                       17
<PAGE>
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.

      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.


                                       18
<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 FINANCIAL CORPORATION
                  a Nevada corporation


                  By: ______________________________
                      Mark V. Shoen, President


                                       19

</TEXT>
</DOCUMENT>
