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                                                                 EXHIBIT 10.60

                             JUNIOR PROMISSORY NOTE

Maximum principal amount of                           dated as of August 1,
2001
$110,000.00

      FOR VALUE RECEIVED, the undersigned, SAC Holding Corporation, a Nevada
corporation (the "Maker" or the "undersigned"), promises to pay to the order of
Nationwide Commercial Co., an Arizona corporation, ("Payee"), at the principal
office of the Payee at 2721 North Central Avenue, Phoenix, Arizona 85004 or at
such other place or places as the holder hereof may from time to time designate
in writing, the principal sum of up to One Hundred and Ten Thousand and no/l
O0ths Dollars ($110,000.00), or, if less, the aggregate unpaid principal amount
of the Loan made by Payee to Maker, with Interest on the principal balance
outstanding from time to time, all as hereinafter set forth.

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

            "Accrual Rate": shall mean the annual interest rate of nine
      percent (9.0%).

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

            "Adjusted Operating Expenses": shall mean Operating Expenses (i) to
      account for all actual or required Operating Expenses and (ii) such other
      adjustments to Operating Expenses to adjust for seasonal, extraordinary or
      non-customary expenses and costs and other abnormalities.

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

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

            "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).
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            "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 the Property,
      (vi) proceeds of any sale of assets outside the ordinary course of
      business, (vii) revenues relating to equipment or vehicle rentals and
      (vii) any revenue generated other than in connection with the use of the
      Property.

            "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 Property or any
      portion thereof. Gross Receipts shall include, without limitation, all
      receipts from all tenants, licensees and other occupants and users of the
      Property 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 Property, 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 Property, (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 include the net commission
      payable from U-Haul International, Inc. for the rental of its equipment at
      the 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 such 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
      $110,000.00 made by Payee to Maker and evidenced by this Note or up to
      such amount as may have been advanced by Payee to Maker from time to
      time.


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            "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 Property 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 or the Senior
      Loan.

            "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.

            "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 GrDss 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 Property less Adjusted Operating Expenses, adjusted to reflect a
      ninety-five (95%) percent occupancy of the Property.

            "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) real and personal property taxes on the Property; (ii)
      premiums for liability, property and other insurance on the Property;
      (iii) the Management Fee; (iv) sales and rental taxes relating to the
      Property; and (v) normal, reasonable and customary operating expenses of
      the Property. 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 Senior Loan or any other loan obtained by Maker, non-cash expenses
      such as depreciation, or any cost or expense related to the restoration of
      the Property 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%).


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

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

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

            "Property": shall mean the real estate, the improvements and the
      personal property, if any, identified on Schedule A hereto, taken
      together collectively.

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

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

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

            "Sale": shall mean any direct or indirect sale, assignment,
      transfer, conveyance, lease (except for leases or licenses of terms not
      exceeding 1 year to tenants in the ordinary course of business complying
      with standards and in a form approved by Payee) or disposition of any kind
      whatsoever of the Property, 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.

            "Senior Loan" Means that senior loan made by Payee to Maker on the
      date hereof in the original principal amount of $430,000.00, as evidenced
      by a Senior Promissory note.

            "Stated Maturity Date": shall mean the earlier of July 31, 2011
      and the date on which the Property Management Agreement is terminated
      in accordance with Section 6 thereof, or on demand by Payee.

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


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

      2.    Interest.

            (a) Basic Interest Rate Prior to Maturity. Prior to the Maturity
Date, interest ("Basic Interest") shall accrue on the principal balance of the
Note outstanding from time to time at the Accrual Rate. Such interest shall be
paid as follows: monthly in arrears, on the first business day of each month.
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 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 (9 0%) 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.


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            (f) Monthly 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 Property 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.

            (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 month 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 statement for the
then current month, 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 month 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 month is delivered to Holder.

            (h) Capital Proceeds Contingent Interest.

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

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

                        (A) Property Sale or Financing. The closing of any Sale
of the Property (any such event is hereinafter collectively referred to as a
"Sale or Financing");


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

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

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

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

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

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

                   (A) Net Capital Proceeds From Sale or Financing. Except as
provided in Section 2(h)(iv)(B) below, in the event of a Sale or Financing, "Net
Capital Proceeds" shall be the amount which is equal to: (I) either (x) the
Gross Capital Proceeds (as hereinafter defined) realized from the Property, or
(y) the fair market value of the Property 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),

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"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 Property 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 Property 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.

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

                   (A) Partial Sale. In the event of a Sale of a portion of the
Property, Holder shall select an experienced and reputable appraiser to prepare
a written appraisal report of the fair market value of the Property 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 Property 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 Property
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 Property for
the 3 immediately preceding fiscal years of the Property.

                   (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 Property constitute the highest and
best use of the property. If the Triggering Event is a Sale or Financing, the
appraiser(s) shall take the sales price into account, although such sales price
shall not be determinative of fair market value. Each appraiser selected
hereunder shall be an independent MAI-designated appraiser with not less than
ten years' experience in commercial real estate appraisal in the general
geographical area where the Property 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

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            any manner affect Holder's rights hereunder to consent (or withhold
            its consent) to: any prepayment of the Loan in whole or in part;
            sales or other transfers of all or any portion of the Property or
            any interest therein; sales or other transfers of any ownership
            interests in Maker; any refinancing of all or any portion of the
            Loan; any junior financing; or, any other matters which require
            Holder's consent.

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

            (viii) Negative Capital Proceeds Contingent Interest.
            Notwithstanding any other provision of this Agreement, Holder shall
            not be responsible or liable in any respect to Maker or any other
            Person for any reduction in the fair market value of the Property 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

                                      -9-
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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.

            (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

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circumstances whatsoever (other than pursuant to Section 3 above) this Note is
paid in whole or in part, whether voluntarily, following acceleration after the
occurrence of an Event of Default, with the consent of Holder, by Holder's
application of any condemnation or insurance proceeds to amounts due under the
Note, by operation of law or otherwise, and whether or not such payment prior to
the Stated Maturity Date results from the Holder's exercise of its rights to
accelerate the indebtedness evidenced hereby, then Maker shall pay to the Holder
the Yield Maintenance Premium (defined hereinbelow) in addition to paying the
entire unpaid principal balance of this Note and all Interest which has accrued
but is unpaid except with the written consent of the Holder.

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


                                      -11-
<PAGE>
      Without limiting the scope of the foregoing provisions, the provisions of
this paragraph shall constitute, within the meaning of any applicable state
statute, both a waiver of any right Maker may have to prepay the Note, in whole
or in part, without premium or charge, upon acceleration of the maturity of the
Note, or otherwise, and an agreement by Maker to pay the prepayment charge
described in this Note, whether such prepayment is voluntary or upon or
following any acceleration of this Note, or otherwise, and for such purpose
Maker has separately initialed this provision in the space provided below, and
Maker hereby declares that Holder's agreement to make the Loan to Maker at the
interest rate and for the term set forth in the Note constitutes adequate
consideration, of individual weight, for this waiver and agreement by Maker.

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

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

            (a) Due Authorization. Maker is a corporation duly organized under
the laws of the state of its organization, with the authority to consummate the
transactions contemplated hereby;

            (b) No Violation. Maker's execution, delivery and performance of its
obligations under this Note and the Senior Loan 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 Property is bound or encumbered, or violate any Requirements of Law to
which Maker or the Property 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. The Property is in compliance in all
material respects with all applicable Requirements of Law;

            (f) Zoning and Other Laws. The Property and the use thereof as a
self-storage facility, separate and apart from any other properties, constitutes
a legal and conforming

                                      -12-
<PAGE>
use under applicable zoning regulations and each such Property 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
Property;

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

            (i) Intentionally omitted; and

            (j) Place of Business. Maker's principal place of business is
located at 715 South Country Club Drive, Mesa, AZ 85210.

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

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

            (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
                  Property 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 Property 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 Property) as Holder may from time to time
                  reasonably request.


                                      -13-
<PAGE>
            (c) Inspection of Property; Books and Records; Discussions. Keep
proper books of record and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities and, upon reasonable
notice, permit representatives of Holder to examine and make abstracts from any
of its books and records at any reasonable time and as often as may reasonably
be desired by Holder and to discuss the business, operations, properties and
financial and other conditions of Maker with officers and employees of Maker and
with its independent certified public accountants. In addition, on the last day
of each calendar month on which an Interest payment is due, Maker shall furnish
to Holder a certified statement of operations of the Property for the calendar
month in which such Interest payment is due, showing in reasonable detail and in
a format approved by Holder the Gross Receipts, Operating Expenses, and Net Cash
Flow, as well as (if required by Holder) all data necessary for the calculation
of any such amounts. Maker shall keep and maintain at all times full and
accurate books of account and records adequate to correctly reflect all such
amounts. Such books and records shall be available for at least five (5) years
after the end of the relevant calendar month. Holder shall have the right to
inspect, copy and audit such books of account and records at Holder's expense,
during reasonable business hours, and upon reasonable notice to Maker, for the
purpose of verifying the accuracy of any principal payments made. The costs of
any such audit will be paid by Holder, except that Maker shall pay all
reasonable costs and expenses of any such audit which discloses that any amount
properly payable by Maker to Holder hereunder exceeded by five percent (5%) or
more the amount actually paid and initially reported by Maker as being payable
with respect thereto.

            (d) Notices. Give prompt written notice to Holder of (a) any claims,
proceedings or disputes (whether or not purportedly on behalf of Maker) against,
or to Maker's knowledge, threatened or affecting Maker or the Property 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 Property 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. INDEMNIFY AND HOLD HARMLESS HOLDER AND ITS
DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS AND AGENTS (THE "INDEMNIFIED PARTIES")
FROM AND AGAINST ALL DAMAGES AND LIABILITIES (COLLECTIVELY AND SEVERALLY,
"LOSSES") ASSESSED AGAINST ANY OF THEM RESULTING FROM THE CLAIMS OF ANY PARTY
RELATING TO OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT FOR
LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED
PARTY, AND REIMBURSE EACH INDEMNIFIED PARTY FOR ANY EXPENSES (INCLUDING THE FEES
AND DISBURSEMENTS OF LEGAL COUNSEL) REASONABLY INCURRED IN CONNECTION WITH THE
INVESTIGATION OF, PREPARATION FOR OR DEFENSE OF ANY ACTUAL OR THREATENED CLAIM,
ACTION OR

                                      -14-
<PAGE>
PROCEEDING ARISING THEREFROM (INCLUDING ANY SUCH COSTS OF RESPONDING TO
DISCOVERY REQUEST OR SUBPOENAS), REGARDLESS OF WHETHER HOLDER OR SUCH OTHER
INDEMNIFIED PERSON IS A PARTY THERETO. WITHOUT DEROGATING THE PROVISIONS OF
SECTION 20 BELOW, IT IS ACKNOWLEDGED AND AGREED BY MAKER THAT THE
INDEMNIFICATION RIGHTS OF THE INDEMNIFIED PARTIES HEREUNDER ARE IN ADDITION TO
AND CUMULATIVE WITH ALL OTHER RIGHTS OF THE INDEMNIFIED PARTIES. WITH REFERENCE
TO THE PROVISIONS SET FORTH ABOVE IN THIS SECTION 6(G) FOR PAYMENT BY MAKER OF
ATTORNEYS' FEES INCURRED BY THE INDEMNIFIED PARTIES IN ANY ACTION OR CLAIM
BROUGHT BY A THIRD PARTY, MAKER SHALL, IF IT ADMITS LIABILITY HEREUNDER TO ANY
INDEMNIFIED PARTY, DILIGENTLY DEFEND SUCH INDEMNIFIED PARTY AND DILIGENTLY
CONDUCT THE DEFENSE. IF HOLDER OR ANY OTHER SUCH INDEMNIFIED PARTY DESIRES TO
ENGAGE SEPARATE COUNSEL, IT MAY DO SO AT ITS OWN EXPENSE; PROVIDED, HOWEVER,
THAT SUCH LIMITATION ON THE OBLIGATION OF MAKER TO PAY THE FEES OF SEPARATE
COUNSEL FOR SUCH INDEMNIFIED PARTY SHALL NOT APPLY IF SUCH INDEMNIFIED PARTY HAS
RETAINED SAID SEPARATE COUNSEL BECAUSE OF A REASONABLE BELIEF THAT MAKER IS NOT
DILIGENTLY DEFENDING IT AND/OR NOT DILIGENTLY CONDUCTING THE DEFENSE AND SO
NOTIFIES MAKER. THE OBLIGATIONS OF MAKER UNDER THIS SECTION 6(G) SHALL SURVIVE
REPAYMENT IN FULL OF THE INDEBTEDNESS EVIDENCED HEREBY. EXCEPT AS OTHERWISE
PROVIDED, IT IS THE INTENT OF THIS SECTION 6(G) THAT THE MAKER SHALL INDEMNIFY
AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM LOSSES OCCASIONED BY THE ACTS OR
OMISSIONS, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, OF THE INDEMNIFIED
PARTIES.

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

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

            (i) Management Agreement. Cause or permit the Property 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 "Property Manager") approved by the Holder, which Property 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 Property 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 Property Manager upon the occurrence and continuance of (i) an
Event of Default, (ii) a Sale of U-Haul International, Inc. or such Property
Manager, (iii) a breach by such Property 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.


                                      -15-
<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) Maker's obligations under the Senior Loan; (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, or (ii) fair and reasonable
transactions between Maker and U-Haul International, Inc. and its related
companies.

            (d) Sale of Interests in the Property 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 Senior Loan, 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 Senior
Loan, taking the actions required to be performed under the Senior Loan and
operating the Property.

            (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.


                                      -16-
<PAGE>
            (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 any collection account agreement any amount required
to be deposited in such account within 2 days of when required pursuant to the
terms of such collection account agreement;

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

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

            (e) The occurrence of any Default under the Senior Loan;

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


                                      -17-
<PAGE>
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 notes
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 Senior Loan 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 Senior Loan.

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

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

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

      12.   Waiver.

            (a) Maker, for itself and for its successors, transferees and
assigns and all guarantors and endorsers, hereby waives diligence, presentment
and demand for payment, protest, notice of protest and nonpayment, dishonor and
notice of dishonor, notice of the intention to accelerate, notice of
acceleration, and all other demands or notices of any and every kind whatsoever
(except only for any notice of default expressly provided for in Section 8 of
this Note or in the Senior Loan) and the undersigned agrees that this Note and
any or all payments

                                      -18-
<PAGE>
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 and
all costs of collection or enforcement of every kind, including (but not limited
to) all attorneys' fees, court costs.

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

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

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

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

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


                                      -19-
<PAGE>
      16.   Governing Law. This Note shall be governed by and construed in
accordance with the internal laws of the State of Arizona.

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

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

      19.   Intentionally omitted.

            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 THE SENIOR LOAN TO WHICH IT IS A PARTY, OR UNDER ANY AMENDMENT,
INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE
DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP
EXISTING IN CONNECTION WITH THIS NOTE OR THE SENIOR LOAN, 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.


                                      -20-
<PAGE>
[THIS SPACE INTENTIONALLY LEFT BLANK]


                                      -21-
<PAGE>
      IN WITNESS WHEREOF, the undersigned has executed and delivered this Note,
pursuant to proper authority duly granted, as of the date and year first above
written.

            SAC HOLDING CORPORATION
            a Nevada corporation

            By: _____________________________

            Its: ____________________________


                                      -22-
<PAGE>
                                   Schedule A

                           Description of the Property

480 Pleasant Street, Attleboro, MA.]