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                                                                 EXHIBIT 10.53

                                 PROMISSORY NOTE

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

            "Gross Receipts": shall mean, for any period all gross receipts,
      revenues and income of any and every kind collected or received by or for
      the benefit or account of Maker and the Borrower during such period
      arising from the ownership, rental, use, occupancy or operation of the
      Project or any portion thereof. Gross Receipts shall include, without
      limitation, all receipts from all tenants, licensees and other occupants
      and users of the Project or any portion thereof, including, without
      limitation, rents, security deposits and the like, interest earned and
      paid or credited on all Maker's or the Borrowers' deposit accounts related
      to the Project, all proceeds of rent or business interruption insurance,
      and the proceeds of all casualty insurance or eminent domain awards to the
      extent not (i) applied, or reserved and applied within six (6) months
      after the creation of such reserve, to the restoration of the Project in
      accordance with the Mortgage, (ii) paid to Holder to reduce the principal
      amount of the Loan or (iii) paid to reduce the principal amount of the
      Senior Loans. Gross Receipts shall include the net commission payable from
      U-Haul International, Inc. for the rental of its equipment (whether or not
      such equipment is owned by the Owner of the Mortgaged Property) at any
      Mortgaged Property; provided however that such net

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      commissions payable shall not be included in Gross Receipts until the 15th
      day of the month following the month in which such rental occurred, all in
      accordance with the customary procedure for the payment of net commission.
      Gross Receipts shall not include any capital contributed to Maker, whether
      in the form of a loan or equity, or any proceeds from any loan made to
      Maker. For the purpose of calculating the permitted Management Fee and the
      Capital Expenditure Reserve Deposit, Gross Receipts shall also exclude
      sales taxes collected by the Maker in connection with the operation of the
      Project and held in trust for payment to the taxing authorities. Further,
      in calculating the Management Fee, Gross Receipts shall be further
      modified as provided for in the Property Management Agreement. Any receipt
      included within Gross Receipts in one period shall not be included within
      Gross Receipts for any other period (i.e., no item of revenue or receipts
      shall be counted twice).

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

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

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

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

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

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

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

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

            "Mortgage": shall mean collectively the Deeds of Trust (and
      Mortgages, and Deeds

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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      or any part of the Senior Loans.

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

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

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

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

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

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

      2.  Interest.

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


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

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

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

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

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

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

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

            (f) Quarterly Statements; Adjustment of Payments. On the due date
      for each payment of Basic Interest, Maker shall deliver to Holder a
      certified statement of operations of the Project for the calendar quarter
      or other period with respect to which such Basic Interest is due, showing
      in reasonable detail and in a format approved by Holder respective amounts
      of, 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

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      accurate books of account and records adequate to correctly reflect all
      such amounts. Such books and records shall be available for at least five
      years after the end of the calendar quarter to which they relate. Holder
      shall have the right to inspect, copy and audit such books of account and
      records during reasonable business hours, and upon reasonable notice to
      Maker, for the purpose of verifying the accuracy of any payments made on
      account of Cash Flow Contingent Interest. The costs of any such audit will
      be paid by Holder, except that Maker shall pay all reasonable costs and
      expenses of any such audit which discloses that any amount properly
      payable by maker to Holder hereunder exceeded by five percent (5%) or more
      the amount actually paid and initially reported by maker as being payable
      with respect thereto.

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

            (h)  Capital Proceeds Contingent Interest.

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

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

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

                        (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


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

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

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

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

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

                        (A) Net Capital Proceeds From Sale or Financing. Except
      as provided in Section 2(h)(iv)(B) below, in the event of a Sale or
      Financing, "Net Capital Proceeds" shall be the amount which is equal to:
      (I) either (x) the Gross Capital Proceeds (as hereinafter defined)
      realized from the Project, or (y) the fair market value of the Project
      determined pursuant to Section 2(h)(v) below, if Holder in its discretion
      requires such a determination, minus (II) the sum of: (aa) reasonable
      brokerage commissions (excluding any payments to any Affiliate of Maker to
      the extent such payments exceed those which would have been due as
      commissions to a non-Affiliate broker rendering identical services), title
      insurance premiums, documentary transfer taxes, escrow fees and recording
      charges, appraisal fees, reasonable attorneys' fees and costs, and sales
      taxes (if any), in each case actually paid or payable by Maker in
      connection with the Sale or Financing, plus (bb) all payments of principal
      and Deferred Interest paid to Holder an account of this Note from the
      proceeds of such Sale or Financing, plus (cc) an amount equal to all
      payments of principal and interest on the Senior Loans made from the
      proceeds of such Sale or Financing, plus (dd) any amount paid as Yield
      Maintenance Premium as a result of such Sale or Financing. For purposes of
      this Section 2(h), "Gross Capital Proceeds" shall mean the gross proceeds
      of whatever form or nature payable directly or indirectly to or for the
      benefit or account of

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      Maker in connection with such Sale or Financing, including, without
      limitation: cash; the outstanding balance of any financing which will
      remain as a lien or encumbrance against the Project or any portion thereof
      following such Sale or Financing (but only in the case of a Sale, and not
      in the case of an encumbrance); and the cash equivalent of the fair market
      value of any non-cash consideration, including the present value of any
      promissory note received as part of the proceeds of such Sale or Financing
      (valued at a market rate of interest, as determined by an independent
      investment banker designated by Holder).

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

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

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

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

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


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

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

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

                  (ix) No payment of Capital Proceeds Contingent Interest may,
      when 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

                                       11
<PAGE>
excess of the Highest Lawful Rate (hereinafter defined) and, in the event the
Holder ever receives, collects, or applies as interest any such excess, such
amount which would be excessive interest shall be deemed a partial prepayment of
principal and shall be treated hereunder as such; and, if the principal of this
Note is paid in full, any remaining excess shall forthwith be paid to Maker. In
determining whether or not the interest paid or payable, under any specific
contingency, exceeds the Highest Lawful Rate, Maker and the Holder shall, to the
maximum extent permitted under applicable law, (i) characterize any nonprincipal
payment as an expense, fee, or premium rather than as interest, (ii) exclude
voluntary prepayments and the effects thereof, and (iii) spread the total amount
of interest throughout the entire contemplated term of this Note; provided, that
if this Note is paid and performed in full prior to the end of the full
contemplated term hereof, and if the interest received for the actual period of
existence hereof exceeds the Highest Lawful Rate, the Holder shall refund to
Maker the amount of such excess or credit the amount of such excess against the
principal of this Note, and, in such event, the Holder shall not be subject to
any penalties provided by any laws for contracting for, charging, or receiving
interest in excess of the Highest Lawful Rate.

      4.  Payments.

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

            (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

                                       12
<PAGE>
      to ascertain, but that a charge of five percent (5%) of the amount of the
      delinquent payment would be a reasonable estimate of the expenses so
      incurred. Therefore, if any such payment is not received when due and
      payable, Maker shall without prejudicing or affecting any other rights or
      remedies of the trustee under those certain Junior Deeds of Trust (or
      Junior Mortgages, or Junior Deeds to Secure Debt), Assignment of Leases
      and Rents, Security Agreement, Financing Statement and Fixture Filing of
      even date herewith or Holder pay to Holder to cover expenses incurred in
      handling the delinquent payment, an amount calculated at five percent (5%)
      of the amount of the delinquent payment.

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

            A Yield Maintenance Premium in an amount equal to the grater of (A)
      one percent (1.0%) of the principal amount being prepaid, and (B) the
      positive excess of (1) the present value ("PV") of all future installments
      of principal and interest due pursuant to Section 4(a) of this Note absent
      any such prepayment including the principal amount due at the Stated
      Maturity Date (collectively, "All Future Payments"), discounted at an
      interest rate per annum equal to the sum of (a) the Treasury Constant
      Maturity Yield Index published during the second full week preceding the
      date on which such Yield Maintenance Premium is payable for instruments
      having a maturity coterminous with the remaining term of this Note, and
      (b) One Hundred Forty (140) basis points, over (2) the then outstanding
      principal balance hereof immediately before such prepayment [(PV of All
      Future Payments) (Principal balance at the time of prepayment) = Yield
      Maintenance Premium]. "Treasury Constant Maturity Yield Index" shall mean
      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


                                       13
<PAGE>
      Maintenance Premium and, provided that Holder shall have in good faith
      applied the formula described above, Maker shall not have the right to
      challenge the calculation or the method of calculation set forth in any
      such statement in the absence of manifest error, which calculation may be
      made by Holder on any day during the thirty (30) day period preceding the
      date of such prepayment. Holder shall not be obligated or required to have
      actually reinvested the prepaid principal balance at the Treasury Constant
      Maturity Yield Index or otherwise as a condition to receiving the Yield
      Maintenance Premium. No Yield Maintenance Premium or premium shall be due
      or payable in connection with any prepayment of the indebtedness evidenced
      by this Note made on or after any date after June 1, 2005. In addition to
      the aforesaid Yield Maintenance Premium if, upon any such prepayment
      (whether prior to or after any date that is after June 1, 2005, the
      aforesaid prior written notice has not been received by Holder, the Yield
      Maintenance Premium shall be increased by an amount equal to the lesser of
      (i) thirty (30) days' unearned interest computed in the outstanding
      principal balance of this Note, so prepaid and (ii) unearned interest
      computed on the outstanding principal balance of this Note so prepaid for
      the period from, and including, the date of prepayment through the
      otherwise Stated Maturity Date of this Note.

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

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

                       Maker's Initials:

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


                                       14
<PAGE>
            (a)  Due Authorization.  Maker is a corporation duly organized
      under the laws of the state of its organization, with the authority to
      own the Project and enter into the Debt Papers and consummate the
      transactions contemplated thereby;

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

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

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

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

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

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

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

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


                                       15
<PAGE>
            (i) Place of Business. Maker's principal place of business is
      located at 715 South Country Club Drive, Mesa, AZ 85210, and that address
      is its only place of business or its chief executive office.

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

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

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

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

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

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

            (c) Inspection of Property; Books and Records; Discussions. Keep
      proper books of record and account in which full, true and correct entries
      in conformity with GAAP and all Requirements of Law shall be made of all
      dealings and transactions in relation to its business and activities and,
      upon reasonable notice, permit representatives of Holder to examine and
      make abstracts from any of its books and records at any reasonable time
      and as often as may reasonably be desired by Holder and to discuss the
      business, operations, properties and financial and other conditions of
      Maker with officers and employees of Maker and with its independent
      certified public accountants. In addition, on the last day of each
      calendar month on which an Interest payment is due, Maker shall furnish to
      Holder a certified statement of operations of the Project for the calendar
      month in which such Interest payment is due, showing in reasonable detail
      and in a format approved by Holder the Gross Receipts, Operating Expenses,
      and Net Cash Flow, as well as (if required by Holder) all data necessary
      for the calculation of any such amounts. Maker shall keep and maintain at
      all times full and accurate books of account and records adequate to
      correctly reflect all such

                                       16
<PAGE>
      amounts. Such books and records shall be available for at least five (5)
      years after the end of the relevant calendar month. Holder shall have the
      right to inspect, copy and audit such books of account and records at
      Holder's expense, during reasonable business hours, and upon reasonable
      notice to Maker, for the purpose of verifying the accuracy of any
      principal payments made. The costs of any such audit will be paid by
      Holder, except that Maker shall pay all reasonable costs and expenses of
      any such audit which discloses that any amount properly payable by Maker
      to Holder hereunder exceeded by five percent (5%) or more the amount
      actually paid and initially reported by Maker as being payable with
      respect thereto.

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

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

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

            (g) INDEMNIFICATION. INDEMNIFY AND HOLD HARMLESS HOLDER AND ITS
      DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS AND AGENTS (THE "INDEMNIFIED
      PARTIES") FROM AND AGAINST ALL DAMAGES AND LIABILITIES (COLLECTIVELY AND
      SEVERALLY, "LOSSES") ASSESSED AGAINST ANY OF THEM RESULTING FROM THE
      CLAIMS OF ANY PARTY RELATING TO OR ARISING OUT OF THE DEBT PAPERS OR THE
      TRANSACTIONS CONTEMPLATED THEREBY, EXCEPT FOR LOSSES CAUSED BY THE GROSS
      NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY, AND REIMBURSE
      EACH INDEMNIFIED PARTY FOR ANY EXPENSES (INCLUDING THE FEES AND
      DISBURSEMENTS OF LEGAL COUNSEL) REASONABLY INCURRED IN CONNECTION WITH THE
      INVESTIGATION OF, PREPARATION FOR OR DEFENSE OF ANY ACTUAL OR THREATENED
      CLAIM, ACTION OR

                                       17
<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.

                                MAKER'S INITIALS

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

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

            (i) Management Agreement. Cause or permit the Project to be
      initially managed by a subsidiary of U-Haul International, Inc. and to be
      at all times managed by a nationally recognized self-storage property
      management company (the "Project Manager") approved by the Holder, which
      Project Manager shall be employed pursuant to an agreement (the "Property
      Management Agreement") approved by the Holder. In no event shall the fees


                                       18
<PAGE>
      paid (or required to be paid) to the Project Manager exceed six percent
      (6%) of Gross Receipts for any time period. The Maker agrees, upon request
      of the Holder, to exercise its right to terminate any Project Manager upon
      the occurrence and continuance of (i) an Event of Default, (ii) a Sale of
      U-Haul International, Inc. or such Project Manager, (iii) a breach by such
      Project Manager of its respective Property Management Agreement, or (iv)
      the Net Cash Flow prior to subtracting Interest shall fall twenty percent
      (20%) or more for one complete Loan Year.

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

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

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

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

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


                                       19
<PAGE>
            (e) Distributions. Notwithstanding anything to the contrary
      contained in this Note or the Debt Papers, Maker shall not make any
      distributions to any of its partners, except for distributions of amounts
      not in excess of (i) the Catch-Up Amount for any quarter, (ii) any Net
      Cash Flow for any quarter remaining after the payment to Holder of all
      Interest and the Catch-Up Amount payable for and with respect to such
      quarter, and (iii) upon the Sale or Financing any Net Sale or Financing
      proceeds remaining after payment to Holder of the amounts to which Holder
      is entitled hereunder in connection therewith.

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

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

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

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

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

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

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

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

                                       20
<PAGE>
      after written notice thereof to the Maker;

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

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

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

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

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

                                       21
<PAGE>
all rights and remedies provided in the Mortgage and any of the other Security
Documents.

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

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

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

      12.  Waiver.

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

            (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

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<PAGE>
      with any future Event of Default on the part of the undersigned.

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

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

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

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

      If to the Holder: Nationwide Commercial Company
                        2721 North Central Avenue

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<PAGE>
                        Phoenix, Arizona 85004
                        Attention: Treasurer

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

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

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

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

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

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

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<PAGE>
Holder against the Maker with respect to any fraud, misappropriation of funds or
knowing misrepresentation, or (iii) any rights of the Holder under or with
respect to any guaranty at any time furnished to the Holder relating to or
concerning any of the Liabilities.

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

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

                  [THIS SPACE INTENTIONALLY LEFT BLANK]


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<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: ___________________________________

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