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                                                                   EXHIBIT 10.47


                                                                     Senior Loan

                                 PROMISSORY NOTE

$400,000                                            dated as of February 1, 1998

      FOR VALUE RECEIVED, the undersigned SAC Holding Corporation, a Nevada
corporation (the "Maker" or the "undersigned"), promises to pay to the order of
Nationwide Commercial Co. ("Payee"), an Arizona corporation, at the principal
office of the Payee at 2721 N. 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 FOUR HUNDRED THOUSAND DOLLARS ($400,000) and
Interest (as hereinafter defined) on the outstanding principal balance hereof
from time to time all as hereinafter set forth in a manner and at the times
provided herein.

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

            "Adjusted Operating Expenses": shall mean Operating Expenses as
      reasonably adjusted by Holder (i) to account, as appropriate in Holder's
      sole reasonable discretion, for all actual or required Operating Expenses
      as opposed to escrowed or estimated payments and (ii) such other
      adjustments to Operating Expenses, in Holders sole reasonable discretion
      to adjust for seasonal, extraordinary or non-customary expenses and costs
      and other abnormalities.

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

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

            "Assignment of Management Agreement": shall have the meaning given
      it in Section 14 hereof.

            "Capital Expenditure Account": shall mean the reserve account for
      capital expenditures required to be established and maintained pursuant to
      Section 1.19 of the Mortgage and Section 4 of the Collection Account
      Agreement.
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            "Capital Expenditure Reserve Deposit": shall mean for any calendar
      quarter the deposit actually made by (or on behalf of) the Payee into the
      Capital Expenditure Account which deposit shall not exceed three percent
      (3.0%) of Gross Receipts for such quarter.

            "Cash Pledge Agreement": shall mean that certain Cash Pledge
      Agreement of even date herewith between the Maker and the Payee.

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

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

            "Default Rate": shall have the meaning given it in Section 2(a)
      below.

            "Environmental Indemnity Agreement": shall have the meaning given it
      in Section 14 below.

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

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

            "Gross Receipts": shall mean, for any period all gross receipts,
      revenues and income of any and every kind collected or received by or for
      the benefit or account of Maker during such period arising from the
      ownership, rental, use, occupancy or operation of the Project or any
      portion thereof. Gross Receipts shall include, without limitation, all
      receipts from all tenants, licensees and other occupants and users of the
      Project or any portion thereof, including, without limitation, rents, 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 nine (9) months after the creation
      of such reserve, to the restoration of the Project or any portion thereof
      in accordance with the Mortgage or (ii) paid to Holder to reduce the
      principal amount of the Loan.

            Gross Receipts shall include the net commission payable from the
      rental of equipment (whether or not such equipment is owned by the Owner
      of the Mortgaged Property) at any Mortgaged Property; provided however
      that such net commissions payable shall not be included in Gross Receipts
      until the 15th day of the month following the month in which such rental
      occurred, all in accordance with the customary procedure for the payment
      of net commission. Gross Receipts shall not include any capital


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      contributed to Maker, whether in the form of a loan or equity, or any
      proceeds from any loan made to Maker. For the purpose of calculating the
      Permitted Management Fee and the Capital Expenditure Reserve Deposit,
      Gross Receipts shall also exclude sales taxes collected by the Maker in
      connection with the operation of the Project or any portion thereof and
      held in trust for payment to the taxing authorities. Further, in
      calculating the Management Fee, Gross Receipts shall be further modified
      as provided for in the Property Management Agreement. Any receipt included
      within Gross Receipts in one period shall not be included within Gross
      Receipts for any other period (i.e., no item of revenue or receipts shall
      be counted twice).

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

            "Holder": shall mean at any particular time, the Payee and its
      successors and assigns in its capacity as the holder of this Note.

            "Interest": shall have the meaning given it in Section 2 below.

            "Junior Lender": shall mean Nationwide Commercial Co. and its
      successors and assigns in its capacity as the maker of the Junior Loan.

            "Junior Loan": shall mean that certain unsecured loan in the amount
      of $100,000.00 made by the Junior Lender to the Maker evidenced by a
      promissory note of even date herewith.

            "Loan": shall mean the mortgage loan in the amount of $400,000 made
      by Payee to Maker and evidenced by the Note, or up to such amount as may
      have been advanced by Payee to Maker from time to time.

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

            "Management Fee": shall mean the fee paid to the Project Manager
      pursuant to the Property Management Agreement which fee shall in no event
      exceed six percent (6.0%) of Gross Receipts as determined in the Property
      Management Agreement. Management Fee is sometimes therein defined as the
      "Permitted Management Fee".

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

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


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

            "Mortgaged Property": shall have the meaning given it in Section
      4(c) 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 and Operating Expenses for and with respect to such period, but Net
      Cash Flow for any period shall not be less than zero.

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

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

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

            "Permitted Exceptions": shall have the meaning give it in the
      Mortgage.

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

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


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            "Project": shall mean the Real Estate, the Improvements, the Goods,
      the Rents, the Leases and the other items of Collateral (as such terms are
      defined in the Mortgage), taken together collectively.

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

            "Property Management Agreement": shall have the meaning given such
      term in Section 6(1) below.

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

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

            "Security Agreement and Assignment (Management Agreement)": shall
      mean that certain Security Agreement and Assignment (Management Agreement)
      of even date herewith between the Maker and the Payee.

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

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

            "Stated Maturity Date": shall mean February 1, 2008.

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

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


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

      2.    Interest.

            (a)   Interest ("Interest") shall accrue on the outstanding
      principal balance of this Note commencing on the date hereof, at the rate
      of: eight and 375/1000ths percent (8.375%) per annum, payable monthly, in
      arrears, on the last day of each calendar month commencing on February 28,
      1998 (or if such day is not a business day, on the next succeeding
      business day). To the extent permitted by law, "Interest" will accrue on
      any overdue amounts with respect to this Note commencing on the date
      hereof, at the rate of twelve percent (12%) per annum (the "Default
      Rate"). From and after the Maturity Date, Interest will be payable on
      demand. All computations of interest and fees payable hereunder shall be
      based upon a year of 360 days for the actual number of days elapsed.

            (b)   The provisions of this Section 2(b) shall govern and control
      over any 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 the word "interest" shall be
      deemed to include 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.

      3.    Principal Payments.

            (a)   The Maker will make to the Holder of this Note on the Stated
      Maturity Date a payment in an amount equal to the outstanding principal
      balance, without offset, defense, counterclaim or right of set-off or
      recoupment. The unpaid principal balance of this Note shall be finally due
      and payable on the Maturity Date.

      4.    Payments.

            (a)   Interest and Principal. Maker promises to pay to the Holder
      hereof Interest (including any interest accrued at the Default Rate) as,
      in the respective amounts, and at the respective times provided in Section
      2 hereinabove and principal as, in the amounts, and at the times
      respectively provided in Section 3 hereinabove. Maker also agrees that, on
      the Maturity Date, Maker will pay to the Holder the entire principal


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      balance of this Note then outstanding, together with all Interest accrued
      hereunder and not theretofore paid. Each payment of principal of, Interest
      on, or any other amounts of any kind with respect to, this Note shall be
      made by the Maker to the Holder hereof in immediately available funds in
      such coin or currency of the United States of America as at the time of
      payment is legal tender for the payment of public debts 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)
      or if the Holder has given notice and wire instructions to the Maker not
      less than five days prior to the date of the payment, by wire transfer to
      an account denominated in U.S. Dollars maintained by the Holder in the
      United States of America, not later than noon, Eastern Standard time, on
      the date due thereof; and funds received after that hour shall be deemed
      to have been received by the Holder on the next following business day.

            (b)   No Prepayment. The principal of this Note may not be
      voluntarily prepaid in whole. or in part prior to February 1, 2005, except
      with the consent of Payee. The principal of this Note may be voluntarily
      paid in whole or part, upon not less than five (5) Business Days prior
      written notice, subject to Yield Maintenance Premium from February 1, 2005
      to January 31, 2008. Maker shall have the right to, upon not less than
      five (5) Business Days prior written notice, prepay this Note in whole or
      part at any time thereafter without Yield Maintenance Premium or any other
      penalty. If under any circumstances whatsoever this Note is prepaid in
      whole or in part prior to February 1, 2005, whether 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, then Maker
      shall pay to the Holder the Yield Maintenance Premium (defined
      hereinbelow) in addition to paying all Interest which has accrued but is
      unpaid on the principal balance of this Note being prepaid (and all other
      amounts due under this Note). Any voluntary or involuntary prepayment,
      whether in whole or part, shall only be made on a regularly scheduled
      payment date and shall include interest for the entire month in which the
      payment is made.

            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 3(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 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


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      Maturity Yield Indices with maturities next longer and shorter than such
      remaining average life to the maturity, calculated by averaging (and
      rounding upward to the nearest 1/100 of 1% per annum, if the average is
      not such a multiple) the yields of the relevant Treasury Constant Maturity
      Yield Indices (rounded, if necessary, to the nearest 1/100 of 1% with any
      figure of 1/200 of 1% or above rounded upward). In the event that any
      Yield Maintenance Premium is due hereunder, Holder shall deliver to Maker
      a statement setting forth the amount and determination of the Yield
      Maintenance Premium and, provided that Holder shall have in good faith
      applied the formula described above, Maker shall not have the right to
      challenge the calculation or the method of calculation set forth in any
      such statement in the absence of manifest error, which calculation may be
      made by Holder on any day during the thirty (30) day period preceding the
      date of such prepayment. Holder shall not be obligated or required to have
      actually reinvested the prepaid principal balance at the Treasury Constant
      Maturity Yield Index or otherwise as a condition to receiving the Yield
      Maintenance Premium. No Yield Maintenance Premium or premium shall be due
      or payable in connection with any prepayment of the indebtedness evidenced
      by this Note made on or after any date after July 1, 2006. In addition to
      the aforesaid Yield Maintenance Premium if, upon any such prepayment
      (whether prior to or after any date that is after July 1, 2006, the
      aforesaid prior written notice has not been received by Holder, the Yield
      Maintenance Premium shall be increased by an amount equal to the lesser of
      (i) thirty (30) days' unearned interest computed on 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.

            If those certain Deeds of Trust (or Mortgages, or Deeds to Secure
      Debt), Assignment of Leases and Rents, Security Agreement, Financing
      Statement and Fixture Filing of even date herewith securing this Note or
      any obligation secured thereby provides for any charge for pre-payment of
      any indebtedness secured thereby, Maker agrees to pay and charge if for
      any reason (except as otherwise expressly provided in this Note or Deeds
      of Trust, Mortgages, or Deeds to Secure Debt) any of said indebtedness
      shall be paid prior to the Stated Maturity Date thereof, even if and
      notwithstanding that an Event of Default shall have occurred and Holder,
      by reason thereof, shall have declared and indebtedness or all sums
      secured hereby immediately due and payable, and whether or not said
      payment is made prior to or at any sale held under or by virtue of this
      Note or the Deeds of Trust, Mortgages, or Deeds to Secure Debt.

            Without limiting the scope of the foregoing provisions, the
      provisions of this Paragraph 4(b) 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, foreclosure of the Deeds of
      Trust, Mortgages, or Deeds to Secure Debt, 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, foreclosure of those Deeds of Trust, Mortgages, or Deeds to Secure
      Debt, including, without limitation, any acceleration following a
      transfer, conveyance, or disposition of the trust estate except as
      expressly permitted hereunder, and for such purpose Maker has separately
      initialed this


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      provision in the space provided below, and Maker hereby declares that
      Holder's agreement to make the Loan to Maker at the interest rate and for
      the term set forth in the Note constitutes adequate consideration, of
      individual weight, for this waiver and agreement by Maker.

                             Maker's Initials:______

            (A)   Releases. The Loan is allocated among the various individual
      properties (individually, a "Mortgaged Property" and collectively the
      "Mortgaged Properties") that collectively constitute the Project in
      accordance with the schedule set forth on Exhibit A, attached hereto and
      incorporated herein by reference, for purposes of determining the
      aggregate principal payment required to be made by the Maker in order to
      obtain a release of a Mortgaged Property from the lien of the Mortgage.
      The original principal amount of the Loan allocated to a particular
      Mortgaged Property is referred to herein as the "Original Allocated
      Mortgage Note Amount" of such Mortgaged Property, and the amount thereof
      remaining outstanding on the relevant calculation date (after giving
      effect to prior prepayments or redemptions) is referred to herein as the
      "Allocated Mortgage Note Amount" of such Mortgaged Property.

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

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

            (b)   No Violation. Maker's execution, delivery and performance of
      its obligations under the Debt Papers do not and will not violate the
      articles of incorporation 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 or any portion thereof is bound or encumbered, or
      violate any Requirements of Law to which Maker or the Project or any
      portion thereof is subject;

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

            (d)   Enforceability. Each Debt Paper is a legal, valid and binding
      obligation of the Maker enforceable in accordance with its terms, except
      as the enforceability thereof may be limited by bankruptcy, insolvency,
      moratorium, reorganization or similar laws relating to or affecting the
      enforcement of creditors' rights generally;

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


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

            (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;

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

            (i)   Place of Business. Maker is located at 715 5. Country Club
      Drive, Mesa, Arizona 85210, and that address is its only place of business
      or its chief executive office.

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

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

            (b)   Financial Statements. Maker shall deliver or cause to be
      delivered to Holder and the Servicer:

                  (i)   As soon as available and in any event within 90 days
            after the end of each calendar year, annual financial reports,
            prepared by a nationally recognized auditing firm, reasonably
            approved by Holder, on the Project showing all income and expenses
            certified to be accurate and complete by an officer of the managing
            general partner of Maker;

                  (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 or the Servicer may from time to time
            reasonably request including, without limitation, if reasonably
            available monthly financial reports.


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            (c)   Inspection of Property; Books and Records; Discussions. Maker
      shall 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
      and the Servicer, to examine and make abstracts from any of its books and
      records at any reasonable time and as often as may reasonably be desired
      by Holder or the Servicer, and to discuss the business, operations,
      properties and financial and other conditions of Maker with officers and
      employees of Maker and with its independent certified public accountants.
      In addition, on the last day of each calendar month on which an Interest
      payment is due, Maker shall furnish to Holder a certified statement of
      operations of the Project for the calendar month in which such Interest
      payment is due, showing in reasonable detail and in a format approved by
      Holder the Gross Receipts, Operating Expenses, and Net Cash Flow, as well
      as (if required by Holder) all data necessary for the calculation of any
      such amounts. Maker shall keep and maintain at all times full and accurate
      books of account and records adequate to correctly reflect all such
      amounts. Such books and records shall be available for at least five (5)
      years after the end of the relevant calendar month. Holder shall have the
      right to inspect, copy and audit such books of account and records at
      Holder's expense, during reasonable 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. Maker shall give prompt written notice to Holder and
      the Servicer of (a) any claims, proceedings or disputes (whether or not
      purportedly on behalf of Maker) against, or to Maker's knowledge,
      threatened or affecting Maker or the Project or any portion thereof which,
      if adversely determined, could reasonably be expected to have a Material
      Adverse Effect (without in any way limiting the foregoing, claims,
      proceedings, or disputes involving in the aggregate monetary amounts in
      excess of $15,000 not fully covered by insurance shall be deemed to be
      material, exclusive of deductibles in an amount not to exceed $1,000), or
      (b) any proposal by any public authority to acquire the Project or any
      portion thereof.

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

            (f)   Debt Papers. Maker shall comply with and observe all terms and
      conditions of the Debt Papers.


                                      -11-
<PAGE>
            (g)   INDEMNIFICATION. MAKER SHALL INDEMNIFY AND HOLD HARMLESS
      HOLDER AND ITS DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS AND AGENTS (THE
      "INDEMNIFIED PARTIES") FROM AND AGAINST ALL DAMAGES, COSTS, EXPENSES AND
      LIABILITIES (COLLECTIVELY AND SEVERALLY, "LOSSES") INCURRED BY OR ASSESSED
      AGAINST ANY OF THEM RESULTING FROM THE CLAIMS OF ANY PARTY RELATING TO OR
      ARISING OUT OF THE DEBT PAPERS OR THE TRANSACTIONS CONTEMPLATED THEREBY,
      EXCEPT FOR LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
      SUCH INDEMNIFIED PARTY, AND REIMBURSE EACH INDEMNIFIED PARTY FOR ANY
      EXPENSES (INCLUDING THE FEES AND DISBURSEMENTS OF LEGAL COUNSEL)
      REASONABLY INCURRED IN CONNECTION WITH THE INVESTIGATION OF, PREPARATION
      FOR OR DEFENSE OF ANY ACTUAL OR THREATENED CLAIM, ACTION OR PROCEEDING
      ARISING THEREFROM (INCLUDING ANY SUCH COSTS OF RESPONDING TO DISCOVERY
      REQUEST OR SUBPOENAS), REGARDLESS OF WHETHER HOLDER OR SUCH OTHER
      INDEMNIFIED PERSON IS A PARTY THERETO. WITHOUT DEROGATING THE PROVISIONS
      OF SECTION 20 BELOW, IT IS ACKNOWLEDGED AND AGREED BY MAKER THAT THE
      INDEMNIFICATION RIGHTS OF THE INDEMNIFIED PARTIES HEREUNDER ARE IN
      ADDITION TO AND CUMULATIVE WITH ALL OTHER RIGHTS OF THE INDEMNIFIED
      PARTIES. WITH REFERENCE TO THE PROVISIONS SET FORTH ABOVE IN THIS SECTION
      6(G) FOR PAYMENT BY MAKER OF ATTORNEYS' FEES INCURRED BY THE INDEMNIFIED
      PARTIES IN ANY ACTION OR CLAIM BROUGHT BY A THIRD PARTY, MAKER SHALL, IF
      IT ADMITS LIABILITY HEREUNDER TO ANY INDEMNIFIED PARTY, DILIGENTLY DEFEND
      SUCH INDEMNIFIED PARTY AND DILIGENTLY CONDUCT THE DEFENSE. IF HOLDER OR
      ANY OTHER SUCH INDEMNIFIED PARTY DESIRES TO ENGAGE SEPARATE COUNSEL, IT
      MAY DO SO AT ITS OWN EXPENSE; PROVIDED, HOWEVER, THAT SUCH LIMITATION ON
      THE OBLIGATION OF MAKER TO PAY THE FEES OF SEPARATE COUNSEL FOR SUCH
      INDEMNIFIED PARTY SHALL NOT APPLY IF SUCH INDEMNIFIED PARTY HAS RETAINED
      SAID SEPARATE COUNSEL BECAUSE OF A REASONABLE BELIEF THAT MAKER IS NOT
      DILIGENTLY DEFENDING IT AND/OR NOT DILIGENTLY CONDUCTING THE DEFENSE AND
      SO NOTIFIES MAKER. THE OBLIGATIONS OF MAKER UNDER THIS SECTION 6(G) SHALL
      SURVIVE REPAYMENT IN FULL OF THE INDEBTEDNESS EVIDENCED HEREBY. IT IS THE
      INTENT OF THIS SECTION 6(G) THAT THE MAKER SHALL INDEMNIFY AND HOLD
      HARMLESS THE INDEMNIFIED PARTIES FROM LOSSES OCCASIONED BY THE ACTS OR
      OMISSIONS, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, OF THE INDEMNIFIED
      PARTIES.

                             MAKER'S INITIALS _____

            (h)   Co-operation. Maker shall execute and deliver to Holder any
      and all instruments, documents and agreements, and do or cause to be done
      from time to time


                                      -12-
<PAGE>
      any and all other acts, reasonably deemed necessary or desirable by Holder
      to effectuate the provisions and purposes of the Debt Papers.

            (i)   Requirements of Law. Maker shall comply at all times with all
      Requirements of Law.

            (j)   Management Agreement. Maker shall cause each Mortgaged
      Property to be initially managed by a subsidiary of U-Haul International,
      Inc. and to be at all times managed by a nationally recognized
      self-storage property management company (individually the "Project
      Manager" and collectively the "Project Managers") designated by the
      Holder, which Project Managers shall each be employed pursuant to an
      agreement (individually a "Property Management Agreement" and collectively
      the "Property Management Agreements") approved by the Holder. The Maker
      shall use its best efforts to cause each Project Manager to manage and
      maintain its respective Mortgaged Property in accordance with the terms of
      the Property Management Agreements to which such Project Manager is a
      party. In no event shall the fees paid (or required to be paid) any
      Project Manager exceed six percent (6%) of Gross Receipts for any time
      period. The rights of the Maker under the Property Management Agreements
      (and under each successive one, if there is more than one) shall be
      assigned to the Holder as additional security for this Note pursuant to an
      assignment or assignments in form and substance satisfactory to the
      Holder, and such assignment shall be acknowledged by each Project Manager
      pursuant to a consent document acceptable to the Holder. The Maker agrees,
      upon request of the Holder, to exercise its right to terminate any Project
      Manager upon the occurrence and continuance of (i) an Event of Default,
      (ii) a Sale of U-Haul International, Inc. or such Project Manager, (iii) a
      breach by such Project Manager of its respective Property Management
      Agreement, or (iv) the Net Cash Flow prior to subtracting Interest shall
      fall twenty percent (20%) or more for one complete Loan Year.

            (k)   Maintenance of Lien. The Maker will maintain and preserve the
      security interests created by the Debt Papers so long as this Note is
      outstanding. The Maker will, forthwith after the execution and delivery of
      this Note and thereafter from time to time as is required under the Debt
      Papers, cause the Debt Papers and any financing statement, continuation
      statement or similar instrument relating to any thereof or to any property
      intended to be subject to the lien of the Debt Papers, registered and
      recorded in such manner and in such places as may be required by law in
      order to publish notice of and to fully protect and perfect the validity
      thereof or the lien thereof purported to be created upon the property
      subject thereto. The Maker will pay or cause to be paid prior to
      delinquency all taxes and fees incident to such filing, registration and
      recording, and all expenses incident to the preparation, execution and
      acknowledgment of the Debt Papers and of any-instrument of further
      assurance, and all Federal or State stamp taxes or other taxes (except
      income taxes, including franchise and other similar taxes measured or
      based on income, of parties other than the Maker), duties and charges
      arising out of or in connection with the execution and delivery of such
      instruments; provided, however, that the Maker shall not be required to
      pay or discharge or cause to be paid or discharged any lien or encumbrance
      affecting the Collateral to the extent such lien or encumbrance is being
      contested in good faith by appropriate proceedings and in compliance with
      the provisions of the Mortgage.


                                      -13-
<PAGE>
            (l)   Compliance with Debt Papers. The Maker will faithfully observe
      and perform, or cause to be observed and performed, all its covenants,
      agreements, conditions and requirements contained in the Debt Papers in
      accordance with the terms thereof and will maintain the validity and
      effectiveness of such instruments. The Maker will not take any action, or
      permit any action to be taken, which will release any party to such
      instruments from any of its obligations or liabilities thereunder, or will
      result in the termination, modification or amendments, or which will
      impair the validity, of any such instruments except as expressly provided
      for herein and therein. The Maker will give the Holder written notice of
      any default by any party of any of such instruments promptly after it
      becomes known to the Maker.

            (m)   Corporate Separateness. The Maker hereby represents and
      warrants to, and covenants with, the Holder and the Servicer that, as of
      the date hereof and until such time as all of its obligations under the
      Debt Papers shall be satisfied in full the Maker shall be a single purpose
      entity, and the Maker

                  (i)    is not engaged and shall not engage in any business
            other than that necessary for the ownership, management or operation
            of the Mortgaged Properties;

                  (ii)   shall not enter into business transactions with any
            Affiliate of the Maker except pursuant to terms and conditions that
            are substantially similar to those that would be available on an
            arms-length basis with third parties other than an Affiliate of the
            Maker;

                  (iii)  does not and shall not own any real property or
            personal property which is not secured by the Mortgage and/or the
            Security Documents;

                  (iv)   has not incurred, is not incurring, and will not incur
            any debt, secured or unsecured, direct or contingent (including
            guaranteeing any obligation), other than the obligations of the
            Maker contemplated in the Debt Papers (including guaranteeing any
            obligation);

                  (v)    has not made, is not making, and shall not make any
            loans or advances to any third party (including any Affiliate of the
            Maker);

                  (vi)   has been, is, and shall be solvent and paying its
            liabilities from its assets as the same shall become due;

                  (vii)  has done or caused to be done, is doing or causing to
            be done, will do or cause to be done, and except as otherwise
            permitted herein or upon the consent of the Holder, shall do or
            cause to be done all things necessary to `preserve its existence,
            and shall not amend, modify or otherwise change in any material way
            its certificate of incorporation or by-laws;

                  (viii) has conducted and operated, is conducting or operating,
            and shall conduct and operate its business as presently conducted
            and operated;


                                      -14-
<PAGE>
                  (ix)   has maintained, is maintaining, and shall maintain
            books and records and bank accounts separate from those of its
            Affiliates;

                  (x)    has held, is holding, and at all times shall hold
            itself out to the public as a legal entity separate and distinct
            from any other entity (including any Affiliate thereof);

                  (xi)   has maintained, is maintaining and shall maintain
            adequate capital for the normal obligations reasonably foreseeable
            in a business of its size and character and in light of its
            contemplated business operation;

                  (xii)  has not sought, is not seeking, and shall not seek or
            consent to the dissolution or winding up, in whole or in part, of
            the Maker;

                  (xiii) has not commingled, is not commingling, and shall not
            commingle the funds and other assets of the Maker with those of any
            Affiliate or any other person;

                  (xiv)  has been bound, is, and shall at all times be bound by
            a corporate charter and/or Certificate of Incorporation which
            requires a unanimous vote of the Board of Directors to file for
            voluntary bankruptcy protection under the Federal Bankruptcy Code or
            other similar laws.

                  (xv)   has caused, is causing, and at all times shall cause
            there to be at least one duly appointed member of the board of
            directors (an "Independent Director") of the Maker who may not have
            been at any time during the preceding five years (a) a stockholder
            of, or an officer or employee of, the Maker, or any of its
            subsidiaries or Affiliates, (b) a customer of or supplier to the
            Maker or any of its subsidiaries or Affiliates, (c) a person or
            other entity controlling any such stockholder, supplier or customer,
            or (d) a member of the immediate family of any such stockholder,
            officer, employee, supplier or customer of any other director of the
            Maker (as used herein, the term "control" means the possession,
            directly or indirectly, of the power to direct or cause the
            direction of the management and policies of a person or entity,
            whether through ownership of voting securities, by contract or
            otherwise); and

                  (xvi)  has not caused, is not causing, and shall not cause the
            board of directors of the Maker to take any action which, under the
            terms of any certificate of incorporation, by-laws or any voting
            trust agreement requires the unanimous affirmative vote of 100% of
            the members of the board of directors, unless at the time of such
            action there shall be at least one member who is an Independent
            Director and no such action has been or will be taken by the board
            of directors of the Maker unless such unanimous affirmation vote has
            been obtained.

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


                                      -15-
<PAGE>
            (a)   Indebtedness. Create, incur, guarantee or assume any
      Indebtedness except for: (i) the Loan; (ii) the Junior Loan; (iii) the
      obligations of Maker under the Property Management Agreement incurred in
      the ordinary course of business; and (iv) statutory liability for
      non-delinquent taxes.

            (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,
      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) arms-length transactions between Maker and U-Haul
      International, Inc. and its related companies which are on a basis no less
      burdensome on the Maker than would be achieved in a fair and reasonable
      transaction with an unrelated third party.

            (d)   Sales. 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.

            (e)   Distributions. Notwithstanding anything to the contrary
      contained in this Note or the Debt Papers, Maker shall not make any
      distributions to any of its partners or shareholders, except for
      distributions expressly permitted by the Assignment and Pledge Agreement.

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

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

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


                                      -16-
<PAGE>
      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 observe any covenant contained in
      Section 6(m);

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

            (d)   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 and such breach
      continues for a period of 10 days after the earlier of written notice
      thereof to the Maker or the date on which Maker has knowledge thereof,
      which inaccuracy or incompleteness materially and adversely affects (i)
      the value of the Loan, or (ii) the value of any of the Mortgaged
      Properties;

            (e)   The failure by Maker to perform any obligation under, or the
      occurrence of any other default with respect to any provision of, this
      Note, the Assignment of Management Agreement, or any of the other Debt
      Papers 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;

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

            (g)   (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 or
      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


                                      -17-
<PAGE>
      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

            (h)   The Maker shall be in default of any provision of the Junior
      Note, or any document executed in connection therewith.

            (i)   One or more judgments or decrees in an aggregate amount
      exceeding $1,000,000.00 shall be entered against Maker (or any Affiliate
      thereof) 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.

Upon the occurrence of any Event of Default hereunder: the entire unpaid
principal balance of, and any unpaid Interest then accrued on, this Note 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 (f) of this
Section 8, without further action or decision by Holder); and the Holder shall
have and may exercise any and all rights and remedies available at law or in
equity and also any and all rights and remedies provided in the Mortgage and any
of the other Security Documents.

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

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

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

      12.   Waiver.

            (a)   Maker, for itself and for its successors, transferees and
      assigns and all guarantors and endorsers, hereby waives diligence,
      presentment and demand for


                                      -18-
<PAGE>
      payment, protest, notice of protest and nonpayment, dishonor and notice of
      dishonor, notice of the intention to accelerate, notice of acceleration,
      and all other demands or notices of any and every kind whatsoever (except
      only for any notice of default expressly provided for in Section 8 of this
      Note or in the Security Documents) and the undersigned agrees that this
      Note and any or all payments coming due hereunder may be extended from
      time to time in the sole discretion of the Holder hereof without in any
      way affecting or diminishing their liability hereunder.

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

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

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

      14.   The Debt Papers. This Note is secured by, inter alia, (i) certain
Deeds of Trust (or Mortgages, or Deeds to Secure Debt), Assignment of Leases and
Rents, Security Agreement and Financing Statement, made and granted by Maker to
or for the benefit of Payee, which creates a lien on real estate in the Project
and which also creates a security interest in personal property located thereat
or utilized in connection therewith; (ii) the Security Agreement and Assignment
(Management Agreement)(as amended, modified or replaced from time to time, the
"Assignment of Management Agreement") (iii) the Assignment and Pledge Agreement
(Lockbox); (iv) the Environmental Indemnity Agreement (as amended from time to
time, the "Environmental Indemnity Agreement") (v) a certain General Security
Agreement; (vi) the Cash Pledge Agreement; (vii) the Letter of Credit and (viii)
the Collection Account Agreement entered into in connection herewith (such
documents together with this Note and with each and every additional document or
instrument which may at any time be delivered to the Holder hereof as security
for this Note, as any of the same may at any time or from time to time be
amended, modified or restated, and together with all substitutions and
replacements therefor, are sometimes referred to collectively herein as the
"Security Documents" and are sometimes referred to collectively herein as the
"Debt Papers"). Reference should be made to the Mortgage and the other Security
Documents for a statement of certain circumstances under which this Note may be
accelerated


                                      -19-
<PAGE>
and for a description of the property encumbered thereby and the nature and
extent of the security thereof. This Note, the Mortgage, and the other Debt
Papers (if any) are hereby incorporated by reference into this Note in their
entirety, as though the complete text of each of them were set out in full here
in the body of this Note.

      15.   Notice. All notices, demands and other communications hereunder to
either party shall be deemed to have been given on the first to occur of (i)
actual receipt or (ii) the third business day after facsimile or 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,
                                      a Nevada corporation,
                                      715 South Country Club Drive
                                      Mesa, AZ 85210
                                      Facsimile: (602)277-5017


      If to the Holder:               Nationwide Commercial Co.
                                      c/o Amerco
                                      2721 North Central Avenue
                                      Phoenix, Arizona 85004
                                      Attention: Donald Murney or
                                                 Treasurer
                                      Facsimile: (602)277-5017

      with a copy to:                 Nationwide Commercial Co.
                                      c/o Amerco
                                      2721 North Central Avenue
                                      Phoenix, Arizona 85004
                                      Attention: Gary V. Klinefelter or
                                                 General Counsel
                                      Facsimile: (602)277-5017

or to either party at such other address in the 48 contiguous continental United
States of America as such party may designate as its address for the receipt of
notices hereunder in a written notice duly given to the other party.

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

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

      18.   Jurisdiction. In any controversy, dispute or question arising
hereunder or under the other Debt Papers, the Maker consents to the exercise of
jurisdiction over its person and property by any court of competent jurisdiction
situated in the State of Arizona (whether it be a court of the State of Arizona,
or a court of the United States of America situated in the State of


                                      -20-
<PAGE>
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 OR THE OTHER DEBT PAPERS WILL BE EXERCISED BY THE HOLDER
SOLELY IN FURTHERANCE OF ITS ROLE AS A SECURED LENDER.

      20.   Limitation of Personal Liability. Neither Maker nor any officer,
director, employee or agent of Maker shall be liable personally to pay this Note
or the indebtedness evidenced hereby, and the Holder shall not seek any personal
or deficiency judgment on this Note, and the sole remedy of the Holder hereunder
or under any of the other Debt Papers shall be under the Security Documents for
enforcement thereof or shall otherwise be against the Collateral (defined for
purposes hereof as defined in the Mortgage) and any other property at any time
securing any or all of the Liabilities (defined for purposes hereof as defined
in the Mortgage) together with the proceeds and products thereof; provided,
however, that the foregoing shall not in any way diminish or affect (i) the
enforceability of this Note, the Security Documents and the Debt Papers, (ii)
the lien of the Mortgage or any security interest, grant, pledge or assignment
pursuant to any of the Security Documents, (iii) any rights the Holder may have
(as a secured party or otherwise) to, against or with respect to the Collateral
(as defined in the Mortgage) or any other property at any time securing any of
the Liabilities including without limitation the funds pledged pursuant to the
Cash Pledge Account and/or the Letter of Credit and the proceeds thereof, (iv)
any rights of the Holder against the Maker or any other party with respect to
any fraud, misappropriation of funds or knowing misrepresentation, (v) any
rights of the Holder under or with respect to any guaranty at any time furnished
to the Holder relating to or concerning any of the Liabilities, or (vi) any
rights the Holder may have in equity or at law against the Maker or any officer,
director, employee or agent of Maker as a result of a fraud, knowing
misrepresentation, or misapplication of funds by the Maker or such officer,
director, employee or agent of Maker.

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


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

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

            SAC HOLDING CORPORATION
            a Nevada corporation


            ___________________________
            Mark V. Shoen, President


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