<PAGE>

                                                                   EXHIBIT 10.49

                                                                     Senior Loan

                                 PROMISSORY NOTE

$80,000,000                                             dated as of July 1, 1998

      FOR VALUE RECEIVED, the undersigned Five SAC Self-Storage 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 EIGHTY MILLION DOLLARS
($80,000,000) 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 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


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      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 $20,000,000.00 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 $80,000,000
      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.

            "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



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      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.

            "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.



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            "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 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 July 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.

      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.


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      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/l000ths percent (8.375%) per annum, payable monthly, in arrears,
      on the last thy of each calendar month commencing on October 31, 1995 (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 2(b), 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
      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


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      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 October 1, 2002, 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 October 1, 2002 to
      September 30, 2005. 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 July 1, 2003, 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 herein
      below) 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
      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


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      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 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.



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<PAGE>
                  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;

            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


                                      -9-
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      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 S. 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.

            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


                                      -10-
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      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.

            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


                                      -11-
<PAGE>
      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
      DEFENSES. 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 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.



                                      -12-
<PAGE>
            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.

            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

                                      -13-
<PAGE>
      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;

                  ix. Has maintained, is maintaining, and shall maintain books
            and records and bank accounts separate from those of its Affiliates;


                                      -14-
<PAGE>
                  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:

            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.



                                      -15-
<PAGE>
            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.

      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


                                      -16-
<PAGE>
      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 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


                                      -17-
<PAGE>
      of the acts described in any of the preceding clauses (1), (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 (1) 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 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


                                      -18-
<PAGE>
      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 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.



                                      -19-
<PAGE>
      15.   Notices. 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:      Four SAC Self-Storage 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 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.

                                      -20-
<PAGE>
      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.

      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.


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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.

      FIVE SAC SELF-STORAGE CORPORATION
      a Nevada corporation
      _________________________________
      Bruce g. Brockhagen, Secretary



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