<PAGE>
                             AMERCO
           _________________________________________


          SERIES B PREFERRED STOCK PURCHASE AGREEMENT


                        August 30, 1996

          ___________________________________________

<PAGE>
                       TABLE OF CONTENTS

                                                         Page No.

     ARTICLE I.
     DESCRIPTION OF TRANSACTION.................................1
     --------------------------
          1.1  Description of Securities........................1
               -------------------------
          1.2  Purchase of Series B Preferred...................1
               ------------------------------
          1.3  Closing..........................................1
               -------
ARTICLE II.
     Representations and Warranties of the Corporation..........1
     -------------------------------------------------
          2.1  Corporate Existence..............................1
               -------------------
          2.2  Corporate Authority..............................2
               -------------------
          2.3  Financial Statements.............................2
               --------------------
          2.4  Corporate Action; No Breach......................2
               ---------------------------
          2.5  Operation of Business............................2
               ---------------------
          2.6  Litigation and Judgments.........................3
               ------------------------
          2.7  Enforceability...................................3
               --------------
          2.8  Approvals........................................3
               ---------
          2.9  Debt.............................................3
               ----
          2.10 Rating...........................................3
               ------
          2.11 Taxes............................................3
               -----
          2.12 Margin Securities................................4
               -----------------
          2.13 ERISA............................................4
               -----
          2.14 Disclosure.......................................4
               ----------
          2.15 Capitalization...................................4
               --------------
          2.16 Agreements.......................................5
               ----------
          2.17 Compliance with Laws.............................5
               --------------------
          2.18 Investment Company Act...........................5
               ----------------------
          2.19  Public Utility Holding Company Act..............5
                ----------------------------------
          2.20 Environmental Matters............................5
               ---------------------
          2.21 Labor Disputes and Acts of God...................6
               ------------------------------
     ARTICLE III.
     Representations and Warranties of the Holder...............7
     --------------------------------------------
          3.1  Organization and Good Standing...................7
               ------------------------------
          3.2  Authorization....................................7
               -------------
          3.3  Enforceability...................................7
               --------------
          3.4  Accredited Investor..............................7
               -------------------
          3.5  Investment.......................................7
               ---------
          3.6  Access to Data...................................7
               --------------
<PAGE>
ARTICLE IV.
     Positive Covenants.........................................7
     ------------------
          4.1  Existence; Business and Properties...............8
               ----------------------------------
          4.2  Insurance........................................8
               ---------
          4.3  Obligations and Taxes............................8
               ---------------------
          4.4  Financial Statements, Reports, etc...............8
               -----------------------------------
          4.5  ERISA...........................................11
               -----
          4.6  Maintaining  Records: Access  to  Properties  and
               -------------------------------------------------
               Inspections.....................................12
               -----------
          4.7  Use of Proceeds.................................12
               ---------------
          4.8  Ownership and Operation of Picacho..............12
               ----------------------------------
          4.9  Further Assurances..............................12
               ------------------
          4.10 Compliance with Other Instruments...............12
               ---------------------------------
          4.11 Further Assurances Regarding Conversion.........13
               ---------------------------------------
ARTICLE V.
     Conditions to Closing of Holder...........................13
     ------------------------------
          5.1  Representations and Warranties Correct..........13
               --------------------------------------
          5.2  Covenants.......................................13
               ---------
          5.3  Certificates of Designation.....................13
               ---------------------------
          5.4  Delivery of Documents...........................13
               ---------------------
          5.5  Closing of Loan Agreement.......................14
               -------------------------
          5.6  Legal Matters...................................14
               -------------
     ARTICLE VI.
     Conditions to Closing of Corporation......................14
     ------------------------------------
          6.1  Representations and Warranties Correct..........14
               --------------------------------------
          6.2  Covenants.......................................14
               ---------
          6.3  Officers' Certificate...........................14
               ---------------------
          6.4  Legal Matters...................................14
               -------------

     ARTICLE VII.
     Registration Rights.......................................14
     -------------------
          7.1  Required Registrations..........................14
               ----------------------
          7.2  Form S-3........................................15
               --------
          7.3  Procedure for Registration......................15
               --------------------------
          7.4  Indemnification.................................16
               ---------------
          7.5  Rule 144 Requirements...........................17
               ---------------------
          7.6  Obligations in a Registration...................17
               -----------------------------
          7.7  Limitations on Subsequent Registration Rights...17
               ---------------------------------------------
ARTICLE VIII.
     Definitions...............................................18
     -----------
          8.1  Definitions.....................................18
               -----------
<PAGE>
          8.2  Other Definitional Provisions...................23
               -----------------------------
          8.3  Accounting Terms and Determinations.............24
               -----------------------------------
     ARTICLE IX.
     Miscellaneous.............................................24
     -------------
          9.1  Expenses........................................24
               --------
          9.2  Indemnification.................................25
               ---------------
          9.3  Limitation of Liability.........................25
               -----------------------
          9.4  No Duty.........................................26
               -------
          9.5  Equitable Relief................................26
               ----------------
          9.6  No Waiver; Cumulative Remedies..................26
               ------------------------------
          9.7  Successors and Assigns..........................26
               ----------------------
          9.8  Survival........................................26
               --------
          9.9  ENTIRE AGREEMENT................................26
               ----------------
          9.10 Notices.........................................27
               -------
          9.11 Governing Law; Submission to Jurisdiction; Service
               --------------------------------------------------
               of Process......................................27
               ----------
          9.12 Counterparts....................................27
               ------------
          9.13 Severability....................................27
               ------------
          9.14 Headings........................................28
               --------
          9.15 Construction....................................28
               ------------
          9.16 Independence of Covenants.......................28
               -------------------------
          9.17 WAIVER OF JURY TRIAL............................28
               --------------------

List of Attachments:
-------------------
Exhibit  A -  Certificate  of  Designation  for  Series B Preferred Stock
Exhibit  B - Certificate of Designation for Series C Common Stock
Exhibit C  - Form of Note
<PAGE>
                             AMERCO

                    SERIES B PREFERRED STOCK
                       PURCHASE AGREEMENT

     AMERCO,  a Nevada corporation (the "Corporation"), and  Blue
Ridge  Investments,  LLC, a Delaware limited  liability  company,
enter  into this Agreement dated as of August 30, 1996,  relating
to  the issuance by the Corporation of certain of its securities.
Certain  capitalized terms used in this Agreement are defined  in
Article 8.


                           ARTICLE I.
                   DESCRIPTION OF TRANSACTION
                   --------------------------

     1.1  Description of Securities.  The securities to be issued
          -------------------------
pursuant to  this Agreement are the Series B Preferred Stock, no par value
(the  "Series  B Preferred"), of the Corporation.  The  Series  B
Preferred  will  be  convertible, at the  Holder's  option,  into
either  shares of the Corporation's Series B Common  Stock,  $.25
par  value per share (the "Series B Common Stock") or all of  the
outstanding shares of Picacho, as provided in the Certificate  of
Designation.   Any  securities  of  the  Corporation  issued   or
issuable  upon conversion of the Series B Preferred are  referred
to as "Conversion Shares."

     1.2   Purchase of Series B Preferred. The Corporation agrees
           ------------------------------
to issue to the Holder and the Holder agrees to purchase from the
Corporation,  a  total of 100,000 shares of  its  authorized  but
unissued  Series  B  Preferred for  a  total  purchase  price  of
$100,000,000.

     1.3   Closing.  The closing (the "Closing") of the  purchase
           -------
and  sale of the Series B Preferred will take place at 9:00 a.m.,
local time, on the date (the "Closing Date") of execution of this
Agreement, at the offices of Snell & Wilmer, One Arizona  Center,
Phoenix, Arizona, or at such other date and place as agreed to by
the parties.  At the Closing, the Corporation will deliver to the
Holder a certificate registered in the name of the Holder or  its
nominee representing the Series B Preferred, upon delivery by the
Holder  of  (i) payment of $40,000,000 by wire or other transfer;
and (ii) a promissory note in the principal amount of $60,000,000
in the form attached as Exhibit C.


                          ARTICLE II.
       Representations and Warranties of the Corporation
       -------------------------------------------------

     The Corporation represents and warrants to the Holder that:

     2.1  Corporate Existence.  The Corporation and each of  its
          -------------------
Subsidiaries  (a)  is  a  corporation  duly  organized,   validly
existing, and in good standing under the laws of the jurisdiction
of  its incorporation; (b) has all requisite corporate power  and
<PAGE>
authority  to  own its assets and carry on its  business  as  now
being or as proposed to be conducted; and (c) is qualified to  do
business  and in good standing in all jurisdictions in which  the
nature of its business makes such qualification necessary.

     2.2 Corporate Authority.  The Corporation has the corporate
         -------------------
power  and  authority  and legal right to execute,  deliver,  and
perform  its  obligations  under this  Agreement  and  the  other
Transaction Documents to which it is or may become a party.

     2.3 Financial Statements.  The Corporation has delivered to
         --------------------
the  Holder  the Corporation's Form 10-K, which contains  audited
consolidated  financial  statements of the  Corporation  and  its
Subsidiaries as at and for the fiscal year ended March 31,  1996,
and  has  delivered  to  the  Holder unaudited  consolidated  and
consolidating  financial statements of the  Corporation  and  its
Subsidiaries  for  the three-month period ended  June  30,  1996.
Such  financial  statements are complete and correct,  have  been
prepared  in  accordance  with GAAP, and  fairly  and  accurately
present, on a consolidated and consolidating basis, the financial
condition  of  the  Corporation and its Subsidiaries  as  of  the
respective  dates indicated therein and the results of operations
for the respective periods indicated therein subject, in the case
of   the  unaudited  interim  financial  statements,  to  changes
resulting from normal year-end adjustments (none of which  would,
either  alone or in the aggregate, be materially adverse  to  the
financial  condition  or operating results of  the  Corporation).
Neither  the  Corporation  nor any of its  Subsidiaries  has  any
material  contingent liabilities, liabilities for taxes,  unusual
forward  or  long-term commitments, or unrealized or  anticipated
losses from any unfavorable commitments except as referred to  or
reflected  in  such  financial statements.   There  has  been  no
material adverse change in the business, condition (financial  or
otherwise),   operations,  prospects,  or   Properties   of   the
Corporation or any of its Subsidiaries since the date of the most
recent financial statements referred to in this Section.

     2.4  Corporate Action; No Breach.  The execution, delivery,
          ---------------------------
and  performance  by the Corporation of this  Agreement  and  the
other  Transaction Documents to which either the  Corporation  or
Picacho  is or may become a party and compliance with  the  terms
and  provisions hereof and thereof have been duly  authorized  by
all requisite corporate action on the part of the Corporation and
Picacho and do not and will not (a) violate or conflict with,  or
result  in  a  breach of, or require any consent  under  (i)  the
articles of incorporation or bylaws of the Corporation or any  of
the Subsidiaries, (ii) any applicable law, rule, or regulation or
any  order,  writ,  injunction, or  decree  of  any  Governmental
Authority or arbitrator, or (iii) any agreement or instrument  to
which the Corporation or any of the Subsidiaries is a party or by
which  any of them or any of their Property is bound or  subject,
or   (b)  constitute  a  default  under  any  such  agreement  or
instrument, or result in the creation or imposition of  any  Lien
upon  any of the revenues or Property of the Corporation  or  any
Subsidiary.

     2.5 Operation of Business.  The Corporation and each of its
         --------------------- 
Subsidiaries possess all licenses, permits, franchises,  patents,
copyrights,  trademarks,  and  tradenames,  or  rights   thereto,
necessary to conduct their respective businesses substantially as
now  conducted and as presently proposed to be conducted, and the
Corporation and each of its Subsidiaries are not in violation  of
any valid rights of others with respect to any of the foregoing.
<PAGE>
     2.6  Litigation and Judgments.  Except as disclosed in  the
          ------------------------
Form   10-K,  there  is  no  action,   suit,  investigation,   or
proceeding  before or by any Governmental Authority or arbitrator
pending,  or  to  the  knowledge of the  Corporation,  threatened
against  or  affecting  the Corporation or any  Subsidiary,  that
would,  if adversely determined, have a Material Adverse  Effect.
There are no outstanding judgments against the Corporation or any
Subsidiary.

     2.7  Enforceability.  This Agreement constitutes,  and  the
          --------------
other  Transaction Documents to which the Corporation  is  party,
when  delivered, shall constitute the legal, valid,  and  binding
obligations   of   the  Corporation,  enforceable   against   the
Corporation in accordance with their respective terms, except  as
limited  by  bankruptcy, insolvency, or  other  laws  of  general
application.   The Series B Preferred, when issued in  compliance
with  the  provisions of this Agreement, will be validly  issued,
will  be  fully paid and nonassessable, and will have the rights,
preferences,  and privileges described in Exhibit  A.   Series  B
                                          ----------
Common  Stock issuable upon conversion of the Series B  Preferred
has  been duly and validly reserved for issuance and, when issued
in  compliance with the provisions of this Agreement and  Exhibit
                                                          -------
A,  will  be validly issued, will be fully paid and nonassessable
-
and will have the rights, preferences and privileges described in
EXHIBIT B; and the Series B Preferred and such shares of Series B
Common  Stock will be free of any Liens, other than as set  forth
in  this Agreement, and any Liens created by or imposed upon  the
holders  as  the result of the general application of federal  or
state  securities  laws.  The shares of  Series  B  Common  Stock
issuable  upon  conversion  of the Series  B  Preferred  are  not
subject  to any preemptive or similar rights or rights  of  first
refusal, except as set forth in this Agreement.

     2.8 Approvals.  No authorization, approval, or consent  of,
         ---------
and no filing or registration with, any Governmental Authority or
third  party is or will be necessary for the execution, delivery,
or  performance by the Corporation and Picacho of this  Agreement
and   the  other  Transaction  Documents  to  which  either   the
Corporation  or  Picacho is or may become  a  party  or  for  the
validity or enforceability thereof.

     2.9  Debt.   The Corporation and its Subsidiaries  have  no
          ----
Debt,  except as reflected in the financial statements  described
in  Section  2.3 or incurred in the ordinary course  of  business
after the date of those financial statements.

     2.10      Rating.  The Company's senior unsecured  debt  is
               ------
rated BBB- or higher by Standard & Poor's Corporation.

     2.11      Taxes.  The Corporation and each Subsidiary  have
               -----
filed all tax returns (federal, state, and local) required to  be
filed, including all income, franchise, employment, property, and
sales  tax  returns,  and  have  paid  all  of  their  respective
liabilities  for  taxes, assessments, governmental  charges,  and
other levies that are due and payable.  The Corporation knows  of
no pending investigation of the Corporation  or any Subsidiary by
any  taxing  authority  or  of  any pending  but  unassessed  tax
liability  of  the  Corporation or any Subsidiary.   The  federal
income tax liability of the Corporation and its Subsidiaries  has
been audited by the Internal Revenue Service and has been finally
determined  and  satisfied  for  all  taxable  years  up  to  and
including the taxable year ended March 31, 1993.
<PAGE>
     2.12      Margin  Securities.  Neither the Corporation  nor
               ------------------
any Subsidiary is engaged principally, or as one of its important
activities,  in the business of extending credit for the  purpose
of  purchasing  or carrying margin stock (within the  meaning  of
Regulations  G,  T,  U, or X of the Board  of  Governors  of  the
Federal  Reserve System), and no part of the purchase  price  for
the  Series  B  Preferred will be used to purchase or  carry  any
margin  stock  or to extend credit to others for the  purpose  of
purchasing or carrying margin stock.

     2.13     ERISA.  The Corporation and each Subsidiary are in
              -----
compliance   in   all  material  respects  with  all   applicable
provisions of ERISA.  Neither a Reportable Event nor a Prohibited
Transaction  has occurred and is continuing with respect  to  any
Plan.   No  notice of intent to terminate a Plan has been  filed,
nor  has any Plan been terminated.  No circumstances exist  which
constitute grounds entitling the PBGC to institute proceedings to
terminate,  or appoint a trustee to administer, a Plan,  nor  has
the   PBGC   instituted  any  such  proceedings.    Neither   the
Corporation  nor any ERISA Affiliate has completely or  partially
withdrawn  from a Multiemployer Plan.  The Corporation  and  each
ERISA Affiliate have met their minimum funding requirements under
ERISA  with respect to all of their Plans, and the present  value
of  all  vested benefits under each Plan do not exceed  the  fair
market  value  of all Plan assets allocable to such benefits,  as
determined on the most recent valuation date of the Plan  and  in
accordance  with ERISA.  Neither the Corporation  nor  any  ERISA
Affiliate has incurred any liability to the PBGC under ERISA.

     2.14      Disclosure.   No statement, information,  report,
               ----------
representation,  or  warranty made by  the  Corporation  in  this
Agreement  in  any  other  Transaction Document  or  any  of  the
Corporation's filings with the Securities and Exchange Commission
since  March  31, 1996, or furnished to the Holder in  connection
with  this  Agreement  or  any  transaction  contemplated  hereby
contains  any  untrue statement of a material fact  or  omits  to
state  any material fact necessary to make the statements  herein
or  therein  not  misleading.  There is  no  fact  known  to  the
Corporation  which has had a Material Adverse  Effect,  or  which
might  in the future have a Material Adverse Effect that has  not
been disclosed to the Holder.

     2.15     Capitalization.
              --------------   
              
          (a)   The  authorized,  issued and outstanding  Capital
Stock  of  the  Corporation  is as  described  in  the  financial
statements of the Corporation delivered to the Holder pursuant to
Section 2.3.

          (b)  The Corporation has no material Subsidiaries other
than  Picacho  and those listed in Exhibit 21 to the  Form  10-K,
which  sets  forth  the  jurisdiction of  incorporation  of  each
Subsidiary and the ownership of the outstanding Capital Stock  of
each Subsidiary.  The Corporation or its Subsidiaries own all  of
the   outstanding  shares  of  Capital  Stock  of  each  of   the
Subsidiaries  of record and beneficially, free and clear  of  all
Liens.

          (c)   All of the outstanding equity securities  of  the
Corporation  and its Subsidiaries have been validly  issued,  are
fully  paid,  and  are nonassessable (except for  the  shares  of
capital  stock  of  Oxford Life Insurance  Company  and  Republic
Western  Insurance  Company that are further  assessable  to  the
<PAGE>
extent of their respective par values, in accordance with Article
14,  Section 11 of the Constitution of the State of Arizona)  and
have  not  been  issued  in violation of any  preemptive  rights.
There are no outstanding subscriptions, options, warrants, calls,
or  rights  (including  preemptive rights)  to  acquire,  and  no
outstanding  securities or instruments convertible into,  Capital
Stock of the Corporation or any of its Subsidiaries, except  that
Paul F. Shoen and Sophia M. Shoen have certain limited rights  to
exchange  their shares of Common Stock for other classes  of  the
Corporation's  stock  pursuant to certain  Share  Repurchase  and
Registration Rights Agreements dated as of March 1, 1992 and  May
1, 1992, and except that the Holder has certain  rights under the
Registration  Rights  Agreement  dated  the  same  date  as  this
Agreement.

     2.16      Agreements.   Neither  the  Corporation  nor  any
               ----------
Subsidiary  is  a  party  to  any  indenture,  loan,  or   credit
agreement,  or to any lease or other agreement or instrument,  or
subject to any charter or corporate restriction that could have a
Material  Adverse  Effect.   Neither  the  Corporation  nor   any
Subsidiary  is  in  default in any respect  in  the  performance,
observance, or fulfillment of any of the obligations,  covenants,
or  conditions contained in any agreement or instrument  material
to its business to which it is a party.

     2.17     Compliance with Laws.  Neither the Corporation nor
              --------------------
any  Subsidiary  is in violation in any material respect  of  any
law,  rule,  regulation,  order, or decree  of  any  Governmental
Authority or arbitrator.

     2.18      Investment Company Act.  Neither the  Corporation
               ----------------------
nor  any Subsidiary is an "investment company" within the meaning
of the Investment Company Act of 1940, as amended.

     2.19      Public Utility Holding Company Act.  Neither  the
               ----------------------------------
Corporation  nor  any  Subsidiary is a  "holding  company"  or  a
"subsidiary company" of a "holding company" or an "affiliate"  of
a  "holding company" or a "public utility" within the meaning  of
the Public Utility Holding Company Act of 1935, as amended.

     2.20     Environmental Matters.
              ---------------------

          (a)   Except as specifically disclosed in the Form 10-K
and  except for instances of noncompliance with or exceptions  to
the  following  that  could  not have,  individually  or  in  the
aggregate, a Material Adverse Effect:

               (i)  The Corporation, each Subsidiary, and all  of
their respective Properties and operations are in full compliance
with  all  Environmental Laws.  The Corporation is not aware  of,
nor has the Corporation received notice of, any past, present, or
future  conditions, events, activities, practices,  or  incidents
which  may  interfere with or prevent the compliance or continued
compliance  of  the  Corporation and the  Subsidiaries  with  all
Environmental Laws;

               (ii)  The  Corporation  and each  Subsidiary  have
obtained  all  permits,  licenses, and  authorizations  that  are
required  under  applicable  Environmental  Laws,  and  all  such
<PAGE>
permits,  licenses, and authorizations are in good  standing  and
the  Corporation and its Subsidiaries are in compliance with  all
of the terms and conditions thereof;

               (iii)      No Hazardous Materials exist on, about,
or  within  or  have  been used, generated, stored,  transported,
disposed  of  on, or Released from any of the Properties  of  the
Corporation   or   any  Subsidiary  except  in  compliance   with
applicable Environmental Laws.  The use which the Corporation and
the  Subsidiaries  make and intend to make  of  their  respective
Properties  will  not  result in the  use,  generation,  storage,
transportation,  accumulation,  disposal,  or  Release   of   any
Hazardous Material on, in, or from any of their Properties except
in compliance with applicable Environmental Laws;

               (iv)  Neither  the  Corporation  nor  any  of  its
Subsidiaries nor any of their respective currently or  previously
owned  or  leased  Properties or operations  is  subject  to  any
outstanding  or,  to  the  best of the  Corporation's  knowledge,
threatened   order  from  or  agreement  with  any   Governmental
Authority  or  other  Person  or  subject  to  any  judicial   or
administrative proceeding with respect to (i) failure  to  comply
with  Environmental  Laws, (ii) Remedial  Action,  or  (iii)  any
Environmental Liabilities;

               (v)   There  are  no  conditions or  circumstances
associated  with  the  currently or previously  owned  or  leased
Properties  or  operations  of the  Corporation  or  any  of  its
Subsidiaries  that could reasonably be expected to give  rise  to
any  Environmental Liabilities.  Neither the Corporation nor  any
of its Subsidiaries is subject to any Environmental Liabilities;

               (vi)  Neither  the  Corporation  nor  any  of  its
Subsidiaries  is  a  treatment,  storage,  or  disposal  facility
requiring  a permit under the Resource Conservation and  Recovery
Act,  42  U.S.C.  section 6901 et seq., regulations  thereunder  or  any
                               ------
comparable  provision  of  state law.  The  Corporation  and  its
Subsidiaries   are  compliance  with  all  applicable   financial
responsibility requirements of all Environmental Laws; and

               (vii)      Neither the Corporation nor any of  its
Subsidiaries  has  filed or failed to file  any  notice  required
under applicable Environmental Law reporting a Release.

          (b)   No  Lien arising under any Environmental Law  has
attached  to any Property or revenues of the Corporation  or  its
Subsidiaries.

     2.21      Labor Disputes and Acts of God.  Since March  31,
               ------------------------------
1996,  neither the business nor the Properties of the Corporation
or  any  Subsidiary  have been affected by any  fire,  explosion,
accident,  strike,  lockout,  or other  labor  dispute,  drought,
storm,  hail,  earthquake, embargo, act of God or of  the  public
enemy,  or  other casualty (whether or not covered by  insurance)
that is having or could have a Material Adverse Effect.

<PAGE>
                          ARTICLE III.
          Representations and Warranties of the Holder
          --------------------------------------------

     The  Holder  hereby jointly represents and warrants  to  the
Corporation  that the following are true and correct  as  of  the
date hereof:

     3.1     Organization and Good Standing. The Holder has all
             ------------------------------
requisite  power  and  authority  to  execute  and  deliver  this
Agreement and to carry out and perform its obligations hereunder.

     3.2     Authorization.   The  execution,  delivery   and
             -------------
performance  of this Agreement have been duly authorized  by  all
necessary action on the part of the Holder.


     3.3      Enforceability.  This Agreement  constitutes  the
              --------------
legal,  valid  and binding obligation of the Holder,  enforceable
against  the  Holder  in accordance with  its  terms,  except  as
limited  by  bankruptcy,  insolvency or  other  laws  of  general
application.

     3.4      Accredited  Investor.  (a)  It is  an  accredited
              --------------------
investor  as defined under Regulation D under the Securities  Act
and  (b)  by  reason of its own business and financial experience
and  that  of those Persons, if any, retained by it to advise  it
with  respect  to its investment, it together with such  advisors
has such knowledge, sophistication and experience in business and
financial matters so that it is capable of evaluating the  merits
and  risks  of  its  investment in the Corporation  and  has  the
capacity to protect its own interests.

     3.5       Investment.   It  is  acquiring  the  Series   B
               ----------
Preferred  and  the stock into which the Series  B  Preferred  is
convertible for investment for its own account, not as a  nominee
or  agent,  and not with the view to, or for resale in connection
with,  any  "distribution."  It understands  that  the  Series  B
Preferred to be purchased, and the stock into which the Series  B
Preferred  is  convertible, have not been  registered  under  the
Securities Act or any state securities laws by reason of specific
exemptions from the registration provisions of the Securities Act
and  any  applicable state securities laws, the  availability  of
which  depend upon, among other things, the bona fide  nature  of
the   investment  intent  and  the  accuracy  of   the   Holder's
representations as expressed herein.

     3.6      Access  to  Data.  It has had an  opportunity  to
              ----------------
discuss  the  Corporation's business,  management  and  financial
affairs  with  its management and the opportunity to  review  the
Corporation's facilities and business plan.


                          ARTICLE IV.
                       Positive Covenants
                       ------------------

     The  Corporation covenants and agrees that, as long  as  the
Series B Preferred, or any of the shares obtained upon conversion
of  the Series B Preferred, are held by the Holder, any Affiliate
<PAGE>
of  the Holder or any Person to whom the Holder has assigned  its
rights under this Agreement, the Corporation will, and will cause
each of its Subsidiaries to:

     4.1 Existence; Business and Properties.
         ----------------------------------

          (a)   Do  or  cause to be done all things necessary  to
preserve,  renew  and  keep in full force and  effect  its  legal
existence and to prevent a Change of Control.

          (b)   Do  or  cause to be done all things necessary  to
obtain, preserve, renew, extend and keep in full force and effect
the   rights,   licenses,  permits,  franchises,  authorizations,
patents, copyrights, trademarks and trade names material  to  the
conduct  of  its business; maintain and operate such business  in
substantially  the manner in which it is presently conducted  and
operated;  comply  in all material respects with  all  applicable
laws,   rules,   regulations  and  orders  of  any   Governmental
Authority, whether now in effect or hereafter enacted; and at all
times  maintain and preserve all Property material to the conduct
of  such  business and keep such Property in good repair, working
order  and condition and from time to time make, or cause  to  be
made,  all  needful  and  proper  repairs,  renewals,  additions,
improvements and replacements thereto necessary in order that the
business  carried  on  in connection therewith  may  be  properly
conducted at all times.

     4.2  Insurance.   Keep its insurable properties  adequately
          ---------
insured at all times by financially sound and reputable insurers;
maintain  such other insurance, to such extent and  against  such
risks, including fire and other risks insured against by extended
coverage,  as is customary with companies in the same or  similar
businesses,  including public liability insurance against  claims
for  personal injury or death or property damage occurring  upon,
in,  about or in connection with the use of any Properties owned,
occupied  or controlled by it; and maintain such other  insurance
as may be required by law.

     4.3  Obligations  and  Taxes.   Pay  its  debts  and  other
          -----------------------
obligations promptly and in accordance with their terms  and  pay
and  discharge  promptly  when due  all  taxes,  assessments  and
governmental charges or levies imposed upon it or upon its income
or  profits or in respect of its Property, before the same  shall
become delinquent or in default, as well as all lawful claims for
labor,  materials  and supplies or otherwise  which,  if  unpaid,
might  give  rise  to  a Lien upon such Properties  or  any  part
thereof; provided, however, that such payment and discharge shall
         --------  -------
not be required with respect to any such tax, assessment, charge,
levy or claim so long as the validity or amount thereof shall  be
contested  in  good  faith  by appropriate  proceedings  and  the
Corporation or such Subsidiary of the Corporation shall have  set
aside  on  its  respective books adequate reserves  with  respect
thereto.

     4.4 Financial Statements, Reports, etc.  In the case of the
         ----------------------------------
Corporation, furnish to the Holder:

          (a)   (i)   as  soon as practicable and  in  any  event
within 60 days after the end of each fiscal quarter, consolidated
balance sheets of the Corporation and its Subsidiaries, as at the
end  of  such period, and the related consolidated statements  of
income,  stockholders'  equity and cash  flows  for  such  fiscal
quarter,  setting  forth  in each case in  comparative  form  the
consolidated  figures  for  the  corresponding  periods  of   the
previous fiscal year, all in reasonable detail and certified by a
Financial Officer of the Corporation that they fairly present the
<PAGE>
financial condition of the Corporation and its Subsidiaries as at
the  date  indicated  and  the results of  their  operations  and
changes  in  their financial position for the periods  indicated,
subject  to  changes  resulting from audit  and  normal  year-end
adjustment;

            (ii)      as  soon as practicable and  in  any  event
within  60  days  after the end of each fiscal  quarter,  balance
sheets of the Corporation and the Non-Insurance Subsidiaries  and
balance sheets of the Insurance Subsidiaries, each as at the  end
of   such   period,  and  the  related  statements   of   income,
stockholders'  equity  and cash flows for  such  fiscal  quarter,
setting  forth in each case in comparative form the  figures  for
the  corresponding periods of the previous fiscal year,  together
with the consolidating intercompany eliminations and adjustments,
all in reasonable detail, and certified by a Financial Officer of
the  Corporation that they fairly present the financial condition
of  the  Corporation and the Non-Insurance Subsidiaries  and  the
Insurance  Subsidiaries, respectively, as at the  date  indicated
and  the  results  of  their  operations  and  changes  in  their
financial position for the periods indicated, subject to  changes
resulting from audit and normal year-end adjustment;

          (b)   (i)   as  soon as practicable and  in  any  event
within  120  days  after  the end of  each  fiscal  year  of  the
Corporation,  consolidated balance sheets of the Corporation  and
its  Subsidiaries, as at the end of such year,  and  the  related
consolidated statements of income, stockholders' equity and  cash
flows  for  such  fiscal year, setting forth  in  each  case,  in
comparative form the consolidated figures for the previous  year,
all  in reasonable detail and accompanied by a report thereon  of
Price  Waterhouse  LLP  or  other  independent  certified  public
accountants  of  recognized national  standing  selected  by  the
Corporation  and  reasonably satisfactory to  the  Holder,  which
report  shall  be unqualified as to going concern  and  scope  of
audit and shall state that such consolidated financial statements
present  fairly, in all material respects, the financial position
of  the  Corporation  and  its  Subsidiaries;  as  at  the  dates
indicated, and the results of their operations and cash flows for
the periods indicated in conformity with GAAP (applied on a basis
consistent  with prior years unless as otherwise stated  therein)
and  that the examination by such accountants in connection  with
such   consolidated  financial  statements  has  been   made   in
accordance with generally accepted auditing standards;

            (ii)      as  soon as practicable and  in  any  event
within  120  days  after  the end of  each  fiscal  year  of  the
Corporation,  balance  sheets of the  Corporation  and  the  Non-
Insurance  Subsidiaries  and  balance  sheets  of  the  Insurance
Subsidiaries,  each as at the end of such year, and  the  related
statements  of  income, stockholders' equity and cash  flows  for
such  fiscal year, setting forth in each case in comparative form
the   figures   for   the  previous  year,  together   with   the
consolidating intercompany eliminations and adjustments,  all  in
reasonable  detail and accompanied by a report thereon  of  Price
Waterhouse  LLP or other independent certified public accountants
of  recognized national standing selected by the Corporation  and
reasonably  satisfactory to the Holder, which report shall  state
that  the balance sheets of the Corporation and the Non-Insurance
Subsidiaries and balance sheets of the Insurance Subsidiaries and
the  related statements of income, stockholders' equity and  cash
flows, together with consolidating intercompany eliminations  and
adjustments, were subjected to the auditing procedures applied in
the examination of the consolidated financial statements referred
<PAGE>
to  in  Section 4.4(b)(i) and are fairly stated in  all  material
respects  in  relation  to the consolidated financial  statements
taken as a whole;

          (c)    together   with  each  delivery   of   financial
statements  of the Corporation and its Subsidiaries  pursuant  to
Sections  4.4(a) and (b) above, (i) a certificate of a  Financial
Officer stating that the signer thereof has reviewed the terms of
this  Agreement and the other Transaction Documents and has made,
or  caused  to  be  made  under  his  supervision,  a  review  in
reasonable  detail  of  the transactions  and  condition  of  the
Corporation  and  its Subsidiaries during the  accounting  period
covered by such financial statements and that such review has not
disclosed  the existence during or at the end of such  accounting
period,  and  that  the  signer does not have  knowledge  of  the
existence as at the date of such certificate, of any condition or
event  which constitutes an Event of Noncompliance,  or,  if  any
such  condition or event existed or exists, specifying the nature
and  period  of existence thereof and what action the Corporation
has taken, is taking and proposes to take with respect thereto;

          (d)   promptly  upon  receipt thereof,  copies  of  all
reports  submitted  to  the  Corporation  by  independent  public
accountants  in connection with each annual, interim  or  special
audit of the financial statements of the Corporation made by such
accountants,  including  any comment  letter  submitted  by  such
accountants to management in connection with their annual audit;

          (e)  promptly upon their becoming available, copies  of
all   (i)  financial  statements,  reports,  notices  and   proxy
statements sent or made available generally by the Corporation to
its  security  holders  or  by any of  its  Subsidiaries  to  its
security  holders other than the Corporation or  another  of  its
Subsidiaries,  and  (ii)  regular and periodic  reports  and  all
registration  statements and prospectuses, if any, filed  by  the
Corporation  or  any  of  its Subsidiaries  with  any  securities
exchange  or  with  the Commission or any Governmental  Authority
succeeding to any of its functions;

          (f)   promptly  upon  any officer  of  the  Corporation
obtaining   knowledge  (i)  of  any  condition  or  event   which
constitutes an Event of Noncompliance, (ii) that any  Person  has
given any notice to the Corporation or any of its Subsidiaries or
taken any other action with respect to a claimed default or event
of default under or breach of any instrument reflecting a Debt of
the  Corporation or any of its Subsidiaries in a principal amount
in excess of $10,000,000, or (iii) of any condition or event that
might  have  a  Material  Adverse  Effect,  a  certificate  of  a
Financial  Officer specifying the nature and period of  existence
of any such condition or event, or specifying the notice given or
action  taken  by such holder or Person and the  nature  of  such
claimed default, Event of Noncompliance, event or condition,  and
what action the Corporation has taken, is taking and proposes  to
take with respect thereto;

          (g)   promptly  upon  any officer  of  the  Corporation
obtaining knowledge of (i) the institution of, or threat  of  any
action,   suit,   proceeding,   governmental   investigation   or
arbitration against or affecting the Corporation or  any  of  its
Subsidiaries  or any property of the Corporation or  any  of  its
Subsidiaries not previously disclosed by the Corporation  to  the
Holder,  or  (ii) any material development in any  action,  suit,
proceeding, governmental investigation or arbitration, which,  in
either  case,  if  adversely determined, might  have  a  Material
Adverse  Effect,  the  Corporation  shall  promptly  give  notice
<PAGE>
thereof to the Holder and provide such other information  as  may
be  reasonably  available  to it to enable  the  Holder  and  its
counsel to evaluate such matters;

          (h)  promptly upon their becoming available, copies  of
the  annual,  quarterly and other regular periodic reports  which
each  Insurance Subsidiary is required to submit to the insurance
commissioner  of  the  State  of Arizona  or  other  Governmental
Authorities;

          (i)   with  reasonable promptness after  the  execution
thereof,  copies of all agreements (and in the case of commercial
paper, notes or medium-term notes issued by the Corporation,  the
forms  of  such notes) evidencing any Debt of the Corporation  or
any  of its Subsidiaries in an amount of $10,000,000 or more  and
of any amendments to or waivers under any such agreement;

          (j)   promptly upon the occurrence thereof,  a  written
notice,  in reasonable detail, of any purchase by the Corporation
of  (i)  capital  stock  of  the  Corporation  in  an  amount  of
$5,000,000  or  more in any one transaction or  in  an  aggregate
amount  of $7,500,000 or more in any one fiscal year or (ii)  any
purchase  or redemption of any preferred stock of the Corporation
in  an  aggregate amount of $7,500,000 or more in any one  fiscal
year;

          (k)  with reasonable promptness, such other information
and   data  with  respect  to  the  Corporation  or  any  of  its
Subsidiaries as from time to time may be reasonably requested  by
the Holder; and

          (l)   promptly upon the occurrence thereof, and in  any
event  within five days, notice of a Change of Control,  and,  as
promptly  thereafter  as possible, such  information  as  may  be
reasonably available to the Corporation to enable the Holder  and
its counsel to evaluate such matter.

     4.5  ERISA.  (a) With regard to each Plan and Multiemployer
          -----
Plan,  comply  in  all  material  respects  with  the  applicable
provisions  of ERISA and the Code and (b) furnish to  the  Holder
(i)  as  soon as possible, and in any event within 30 days  after
any  officer  of  the Corporation or any ERISA  Affiliate  either
knows  or  has  reason  to  know that any  Reportable  Event  has
occurred  that alone or together with any other Reportable  Event
could  reasonably  be  expected to result  in  liability  of  the
Corporation  to  the  PBGC  in  an  aggregate  amount   exceeding
$1,000,000,  a  statement of a Financial  Officer  setting  forth
details as to such Reportable Event and the action proposed to be
taken  with respect thereto, together with a copy of the  notice,
if any, of such Reportable Event given to the PBGC, (ii) promptly
after  receipt  thereof, a copy of any notice the Corporation  or
any  ERISA  Affiliate may receive from the PBGC relating  to  the
intention of the PBGC to terminate any Plan or Plans (other  than
a  Plan  maintained by an ERISA Affiliate which is considered  an
ERISA Affiliate only pursuant to subsection (m) or (o) of Section
414  of the Code) or to appoint a trustee to administer any  Plan
or Plans, (iii) within 10 days after the due date for filing with
the  PBGC  pursuant to Section 412(n) of the Code of a notice  of
failure  to  make  a required installment or other  payment  with
respect  to  a  Plan, a statement of a Financial Officer  setting
forth  details as to such failure and the action proposed  to  be
taken  with respect thereto, together with a copy of such  notice
given  to  the PBGC and (iv) promptly and in any event within  30
days  after  receipt  thereof by the  Corporation  or  any  ERISA
<PAGE>
Affiliate  from the sponsor of a Multiemployer Plan,  a  copy  of
each  notice  received by the Corporation or any ERISA  Affiliate
concerning (A) the imposition of Withdrawal Liability  or  (B)  a
determination that a Multiemployer Plan is, or is expected to be,
terminated or in reorganization, in each case within the  meaning
of Title IV of ERISA.

     4.6   Maintaining   Records:  Access  to   Properties   and
           -----------------------------------------------------
Inspections.   Maintain all financial records in accordance  with
-----------
GAAP  and permit any representatives designated by the Holder  to
visit and inspect the financial records and the properties of the
Corporation or any of its Subsidiaries at reasonable times and as
often  as requested and to make extracts from and copies of  such
financial  records, and permit any representatives designated  by
the  Holder to discuss the affairs, finances and condition of the
Corporation or any of its Subsidiaries with the officers  thereof
and independent accountants therefor.

     4.7 Use of Proceeds.  The Corporation will use the proceeds
         ---------------
from the sale of the Series B Preferred exclusively to capitalize
Picacho.

     4.8  Ownership  and Operation of Picacho.  The  Corporation
          -----------------------------------
will:

          (a)   at  all times own all of the outstanding  shares,
and all interest in the revenues, income, assets and business, of
Picacho  (except  in the event of a conversion of  the  Series  B
Preferred into the shares of Picacho);

          (b)   cause  Picacho  to  engage  in  no  business   or
operations  and  incur  no liabilities or obligations  except  as
permitted by Picacho's Articles of Incorporation;

          (c)   cause  the  Corporation  at  all  times  to  have
sufficient funds legally available for redemption of all  of  the
Series B Preferred;

          (d)   cause  Picacho at all times to invest its  assets
with an investment manager satisfactory to the Holder;

          (e)    cause  Picacho  at  all  times  to  maintain   a
stockholders' equity of at least $100,000,000; and

          (f)    cause  Picacho  to  maintain  its  Articles   of
Incorporation  and  Bylaws in effect  as  at  the  date  of  this
Agreement.

     4.9  Further Assurances.  Execute and deliver such  further
          ------------------
agreements and instruments and take such further action as may be
requested by the Holder to carry out the provisions and  purposes
of  this  Agreement and the other Transaction  Documents  and  to
create, preserve, and perfect the rights of the Holder under  the
Transaction Documents.
<PAGE>

     4.10      Compliance with Other Instruments.  At all  times
               ---------------------------------
comply  with  all  terms, covenants, conditions,  agreements  and
other  obligations  contained  in any  instrument  evidencing  or
governing a Debt of the Corporation or any of its Subsidiaries in
a principal amount in excess of $10,000,000.

     4.11     Further Assurances Regarding Conversion.  Take any
              ---------------------------------------
further  action that may be required from time to time to  assure
that  number  of  shares of Series B Common Stock authorized  and
reserved  for issuance upon conversion of the Series B  Preferred
is  at  all times sufficient to permit the conversion of all  the
outstanding  shares of the Series B Preferred after  giving  full
effect to all adjustments to the Conversion Price as provided  in
Certificate  of  Designation.  Execute and deliver  such  further
agreements and instruments and take such further action as may be
requested by the Holder to permit or facilitate the conversion of
the  Series  B  Preferred, including filing and  using  its  best
efforts  to obtain approval of any listing or similar application
relating  to  the  Series  B Common Stock,  and  the  filing  and
completion  of  any  notice  required  by  the  Hart-Scott-Rodino
Antitrust Improvements Act of 1976.


                           ARTICLE V.
                Conditions to Closing of Holder
                -------------------------------

     The  Holder's obligations to purchase the Series B Preferred
at  the  Closing is, at the option of the Holder, subject to  the
fulfillment as of the Closing Date of the following conditions:

     5.1  Representations and Warranties Correct.  The representa
          --------------------------------------
tions and warranties made by the Corporation in Section 2 of this
Agreement  shall be true and correct in all material respects  at
and as of the Closing.

     5.2   Covenants.   All covenants, agreements and  conditions
           ---------
contained in this Agreement to be performed by the Corporation on
or  prior  to  the  Closing Date shall  have  been  performed  or
complied with in all material respects.

     5.3   Certificates  of Designation.  The  Corporation  shall
           ----------------------------
have filed the Certificates of Designation with the Secretary  of
State of Nevada in the forms of Exhibit A and Exhibit B.
                                ---------     ---------

     5.4   Delivery  of  Documents.  The Corporation  shall  have
           -----------------------
delivered  to  the  Holder  all of the  following,  in  form  and
substance satisfactory to the Holder:

          (a)   Officers'  Certificate.   A  certificate  of  the
                ----------------------
Corporation's  President and Secretary to  the  effect  that  the
conditions  referred  to in Sections 5.1 through  5.3  have  been
satisfied.

          (b)   Fees  and Expenses.  Evidence that  the  fees  to
                ------------------
NationsBanc  Capital  Markets,  Inc.  and  all  other  costs  and
expenses (including attorneys' fees) referred to in Section  9.1,
to  the  extent  incurred, shall have been paid in  full  by  the
Corporation.
<PAGE>
     5.5   Closing of Loan Agreement.  The Letter Loan  Agreement
           -------------------------
dated  the date of this Agreement between NationsBank Corporation
and the Holder shall have been executed and delivered.

     5.6   Legal Matters.  All material matters of a legal nature
           -------------
which pertain to this Agreement and the transactions contemplated
hereby  shall  have been reasonably approved by  counsel  to  the
Holder.


                          ARTICLE VI.
              Conditions to Closing of Corporation
              ------------------------------------

     The Corporation's obligation to sell and issue the Series  B
Preferred  to be issued at the Closing is, at the option  of  the
Corporation, subject to the fulfillment as of the Closing Date of
the following conditions:

     6.1   Representations   and   Warranties   Correct.     The
           --------------------------------------------
representations and warranties made by the Holder in Section 3 of
this Agreement shall be true and correct in all material respects
at and as of the Closing.

     6.2  Covenants.  All covenants, agreements  and  conditions
          ---------
contained in this Agreement to be performed by the Holder  on  or
prior  to  the Closing Date shall have been performed or complied
with in all material respects.

     6.3   Officers'  Certificate.    The  Holder   shall   have
           ----------------------
delivered to the Corporation a certificate of  the Holder's  Vice
President  and  Assistant  Secretary  to  the  effect  that   the
conditions  referred  to in Sections 6.1 through  6.3  have  been
satisfied.

     6.4  Legal Matters.  All material matters of a legal nature
          -------------
which pertain to this Agreement and the transactions contemplated
hereby  shall  have been reasonably approved by  counsel  to  the
Corporation.


                          ARTICLE VII.
                      Registration Rights
                      -------------------

     7.1     Required Registrations.  At any time after (i)  an
             ----------------------
Event of Noncompliance has occurred and is continuing or (ii) the
Series B Preferred has been converted, the Holder may notify  the
Corporation  in  writing that the Holder  intends  to  offer  for
public sale any of the Registrable Securities.  Upon delivery  to
the  Corporation of such notification, the Corporation shall  use
its  best efforts to cause the Registrable Securities as  may  be
requested  by  the  Holder  to  be  included  in  a  registration
statement  under  the  Securities  Act.   All  expenses  of   any
registration pursuant to this Section and the reasonable fees and
expenses  of one (1) independent counsel for the Holder  will  be
borne  by  the  Corporation  (excluding  underwriting  discounts,
selling  commissions and stock transfer taxes applicable  to  the
securities  registered  by the Holder).  This  Section  will  not
apply  to  requests  for registration on Form S-3  (or  successor
<PAGE>
form)  which  will be governed by Section 7.2.   The  Corporation
shall  not  be  obligated to file a registration statement  under
this  Section  unless  the Holder requests  the  registration  of
Registrable  Securities either (a) having a market  value  of  at
least  $5,000,000  or  (b) constituting all  of  the  Registrable
Securities   then   held  by  the  Holder.    The   Corporation's
obligations  under  this  Section  shall  continue  for  multiple
registrations  so  long  as  the  Holder  holds  any  Registrable
Securities.

     7.2      Form  S-3.  The Corporation shall  use  its  best
              ---------
efforts  to  continue to be eligible for use of Form S-3  or  any
successor  form.   If  at  any  time  after  (i)  an   Event   of
Noncompliance has occurred and is continuing or (ii) the Series B
Preferred  has  been converted, the Corporation  is  eligible  to
effect  a  registration of its securities under Form  S-3  (or  a
successor  form), the Holder will have the right to request,  and
the   Corporation   shall  use  its  best  efforts   to   effect,
registrations of shares of its Registrable Securities on Form S-3
(but  no  more than two such registrations during any one  fiscal
year).   The  Corporation  shall  not  be  obligated  to  file  a
registration  statement  under this  Section  unless  the  Holder
requests  the registration of Registrable Securities  either  (a)
having  a market value of at least $5,000,000 or (b) constituting
all  of the Registrable Securities then held by the Holder.   All
expenses  incurred in connection with the registrations requested
pursuant  to this Section 7.2, including the reasonable fees  and
expenses of one (1) independent counsel for the Holder,  will  be
borne  by  the  Corporation  (excluding  underwriting  discounts,
selling  commissions and stock transfer taxes applicable  to  the
securities registered by the Holder).

     7.3       Procedure   for  Registration.    Whenever   the
               -----------------------------
Corporation   is  required  under  this  Agreement  to   register
Registrable Securities, it agrees to do the following:

          (a)   Use its best efforts promptly to prepare and file
with  the Commission a registration statement and such amendments
and supplements to said registration statement and the prospectus
as may be necessary to declare or keep the registration statement
effective and to comply with the provisions of the Securities Act
for   the  period  necessary  to  complete  the  proposed  public
offering, but not more than 180 days; provided, however, that  in
the case of any registration of Registrable Securities on Form S-
3  that  are  intended to be offered on a continuous  or  delayed
basis,  such  180-day period shall be extended, if necessary,  to
keep   the  registration  statement  effective  until  all   such
Registrable Securities are sold;

          (b)    Furnish  to  the  Holder  such  copies  of  each
preliminary and final prospectus and such other documents as  the
Holder  may reasonably request to facilitate the public  offering
of its Registrable Securities;

          (c)    Enter  into  any  underwriting  agreement   with
customary provisions;

          (d)   Use  its best efforts to register or qualify  the
Registrable  Securities  covered by  the  registration  statement
under the securities or "blue-sky" laws of such jurisdictions  as
the  Holder may reasonably request, although the Corporation will
not have to register in any states that require it to qualify  to
do business or subject itself to general service of process; and
<PAGE>
          (e)   The  Corporation  is  not  required  to  file   a
registration statement within forty-five (45) days following  the
effective  date of any other registration statement initiated  by
the  Corporation.  The Corporation may postpone the filing of any
registration statement required under Sections 7.1 or 7.2  for  a
reasonable period of time, not to exceed forty-five (45) days, if
the  Corporation  has  been advised by legal  counsel  that  such
filing  would require the disclosure of a material fact, and  the
Corporation  determines reasonably and in good  faith  that  such
disclosure would have a Material Adverse Effect.

     7.4     Indemnification.
             ---------------
          (a)   Subject  to applicable law, the Corporation  will
indemnify  the  Holder  in  connection  with  the  inclusion   of
Registrable  Securities in the registration statement,  and  each
Person  controlling  the  Holder,  against  all  claims,  losses,
damages  and  liabilities,  including legal  and  other  expenses
reasonably  incurred,  arising out of  any  untrue  or  allegedly
untrue statement of a material fact contained in the registration
statement,  or  any  omission  or alleged  omission  to  state  a
material   fact  required  to  be  stated  in  the   registration
statement or necessary to make the statements not misleading,  or
arising out of any violation by the Corporation of the Securities
Act,  any  state securities or "blue-sky" laws or any  applicable
rule or regulation and will promptly reimburse the Holder and any
such  other Person for any costs or expenses incurred  in  suits,
claims,  investigations or proceedings arising out  of  any  such
registration statement.  This indemnification will not  apply  to
any  claims,  losses, damages or liabilities to the  extent  they
arise  out  of or are based upon an untrue statement or  omission
based upon information furnished in writing to the Corporation by
such  Holder, or controlling Person, respectively, expressly  for
use  in  the registration statement.  With respect to such untrue
statement or omission in the information furnished in writing  to
the  Corporation  by  the Holder, the Holder will  indemnify  the
underwriters,  the Corporation, its directors and  officers,  the
other Persons selling securities under the registration statement
and  each  Person  controlling any of them  against  any  losses,
claims, damages, expenses or liabilities to which any of them may
become  subject as a result of such untrue statement or  omission
(including  those  incurred in connection with  investigating  or
defending  against such claims), up to the proceeds  received  by
the Holder in such offering.

          (b)   If  the  indemnification  provided  for  in  this
Section  is  unavailable or insufficient  to  hold  harmless  the
Holder, and each Person controlling the Holder, in respect of any
losses,  claims,  damages or liabilities (or actions  in  respect
thereof)   referred  to  therein,  then  the  Corporation   shall
contribute  to the amount paid or payable by the Holder  or  such
other  Person  as  a  result of such losses, claims,  damages  or
liabilities (or actions in respect thereof) in such proportion as
is  appropriate to reflect the relative fault of the  Corporation
and  the  Holder in connection with the statements  or  omissions
that resulted in such losses, claims, damages or liabilities  (or
actions   in  respect  thereof).   If,  however,  the  allocation
provided  by the immediately preceding sentence is not  permitted
by  applicable law, then the Corporation shall contribute to such
amount  paid  or payable by the Holder in such proportion  as  is
appropriate to reflect not only such relative fault but also  the
relative benefits received by the Corporation and the Holder from
the   offering   as   well  as  any  other   relevant   equitable
considerations.   The  relative  fault  shall  be  determined  by
reference  to, among other things, whether the untrue or  alleged
untrue  statement of a material fact or the omission  or  alleged
<PAGE>
omission to state a material fact relates to information supplied
by  the  Corporation  or  the Holder and  the  parties'  relative
intent,  knowledge,  access  to information  and  opportunity  to
correct  or  prevent such statement or omission.  The Corporation
and  the Holder agree that it would not be just and equitable  if
contribution pursuant to this Section were determined by pro rata
allocation  or  by any other method of allocation that  does  not
take  into account the equitable considerations referred to above
in  this Section.  The amount paid or payable by the Holder as  a
result  of the losses, claims, damages or liabilities (or actions
in  respect thereof) referred to above shall be deemed to include
any legal or other expenses reasonably incurred by the Holder  in
connection  with investigating or defending any  such  action  or
claim.   No Person guilty of fraudulent misrepresentation (within
the  meaning  of Section 11(f) of the Securities  Act)  shall  be
entitled  to contribution from any Person who was not  guilty  of
such fraudulent misrepresentation.  Notwithstanding any provision
in  this Section to the contrary, the Holder shall not be  liable
for  any  amount, in the aggregate, in excess of the net proceeds
to the Holder from the sale of the Holder's shares giving rise to
such losses, claims, damages or liabilities.

          (c)   The  obligations  of the Corporation  under  this
Section   shall  be  in  addition  to  any  liability  that   the
Corporation  may otherwise have and shall extend, upon  the  same
terms  and  conditions, to each Person, if any, who controls  the
Holder within the meaning of the Securities Act.

     7.5      Rule 144 Requirements.  The Corporation will  use
              ---------------------
all   reasonable  efforts  to  file  with  the  Commission   such
information  as  the  Commission may require  and  will  use  all
reasonable  efforts  to  make  available  Rule  144   under   the
Securities Act (or any successor exemptive rule).

     7.6      Obligations in a Registration.  The Holder agrees
              -----------------------------
to   furnish  such  information  regarding  the  Holder  and  the
securities  sought  to  be  registered  as  the  Corporation  may
reasonably   request   in  connection  with   the   registration,
qualification or compliance.

     7.7      Limitations on Subsequent Registration Rights.  
              ---------------------------------------------
After the date hereof, the Corporation will not, without
the prior written consent of the Holder, enter into any agreement
with  any holder or prospective holder of any securities  of  the
Corporation  that  would allow such holder or prospective  holder
(a)  to  make  a demand registration which could result  in  such
registration  statement  being declared effective  within  ninety
(90)  days  of  the effective date of any registration  effective
pursuant to Sections 7.1 or 7.2, or (b) that would allow any such
holder  or  prospective holder to have greater  rights  than  the
Holder under Section 7.1 or 7.2.



<PAGE>
                         ARTICLE VIII.
                          Definitions
                          -----------

     8.1     Definitions.   As  used in  this  Agreement,  the
             -----------
following terms have the following meanings:

     "Affiliate"  means, when used with respect  to  a  specified
Person, another Person that directly or indirectly through one or
more  intermediaries, Controls or is Controlled by  or  is  under
common Control with the Person specified.

     "Business  Day" means (a) any day on which commercial  banks
are  not  authorized  or required to close  in  Charlotte,  North
Carolina  and  (b)  with  respect to all  payments,  conversions,
payment  periods, and notices, any day which is  a  Business  Day
described  in clause (a) above and which is also a day  on  which
dealings  in  dollar  deposits are  carried  out  in  the  London
interbank market.

     "Capital   Lease  Obligations"  of  any  Person  means   the
obligations of such Person to pay rent or other amounts  under  a
lease  of (or other arrangement conveying the right to use)  real
or  personal  property, or a combination thereof  (including  all
amounts  which  such Person is obligated to  pay  to  another  on
termination  of  the  applicable  lease  or  surrender   of   the
applicable  property, but excluding any amounts  required  to  be
paid by such Person (regardless of whether designated as rents or
additional  rents) on account of maintenance, repairs, insurance,
taxes and similar charges), which obligations are required to  be
classified and accounted for as capital leases on a balance sheet
of  such  Person  under  GAAP  and,  for  the  purposes  of  this
Agreement,  the amount of such obligations at any time  shall  be
the  capitalized  amount  thereof  at  such  time  determined  in
accordance with GAAP.

     "Capital   Stock"  means  any  and  all  shares,  interests,
participations, rights or other equivalents (however  designated)
of corporate stock.

     "Certificate  of  Designation"  means  the  Certificate   of
Designation  of   Preferences and Rights of  Series  B  Preferred
Stock  filed  as  an  amendment  to  the  Corporation's  Restated
Articles of Incorporation concurrently with the execution of this
Agreement and attached as Exhibit A.

     "Change of Control" means (a) any transfer of any shares  of
any class of capital stock that results in the Corporation's ESOP
and  the  Shoen  Group owning, in the aggregate,  less  than  the
amount  of  capital stock as may be necessary to enable  them  to
cast  in excess of 50% of the votes for the election of directors
of  the  Corporation or (b) during any period of two  consecutive
years,  persons  who at the beginning of such period  constituted
the board of directors of the Corporation (including any director
approved by a vote of not less than 66-2/3% of such board)  cease
for  any reason to constitute greater than 50% of the then acting
board.

     "Closing" has the meaning given in Section 1.3.

     "Closing Date" has the meaning given in Section 1.3.
<PAGE>
     "Code"  means the Internal Revenue Code of 1986, as amended,
and the regulations promulgated and rulings issued thereunder.

     "Commission" means the Securities and Exchange Commission.

     "Control"  means the possession, directly or indirectly,  of
the  power to direct or cause the direction of the management  or
policies  of  a Person, whether through the ownership  of  voting
securities,  by  contract  or otherwise,  and  "Controlling"  and
"Controlled" shall have meanings correlative thereto.

     "Debt"   means  as  to  any  Person  at  any  time  (without
duplication):  (a)  all obligations of such Person  for  borrowed
money,  (b)  all obligations of such Person evidenced  by  bonds,
notes,   debentures,  or  other  similar  instruments,  (c)   all
obligations of such Person to pay the deferred purchase price  of
Property  or  services,  except trade accounts  payable  of  such
Person  arising in the ordinary course of business that  are  not
past  due  by  more than ninety (90) days, (d) all Capital  Lease
Obligations of such Person, (e) all Debt or other obligations  of
others Guaranteed by such Person, (f) all obligations secured  by
a  Lien existing on Property owned by such Person, whether or not
the  obligations secured thereby have been assumed by such Person
or  are  non-recourse  to  the credit of  such  Person,  (g)  all
reimbursement  obligations of such Person (whether contingent  or
otherwise) in respect of letters of credit, bankers' acceptances,
surety   or  other  bonds  and  similar  instruments,   (h)   all
obligations of such Person to redeem or retire shares of  capital
stock of such Person; (i) all obligations and liabilities of such
Person  under Interest Rate Protection Agreements,  and  (j)  all
liabilities of such Person in respect of unfunded vested benefits
under any Plan.

     "Environmental Laws" means any and all federal,  state,  and
local  laws, regulations, and requirements pertaining to  health,
safety,  or  the environment, including, without limitation,  the
Comprehensive Environmental Response, Compensation and  Liability
Act  of  1980, 42 U.S.C. section  9601 et seq., the Resource Conservation
                                       ------
and  Recovery  Act  of  1976, 42 U. S.  C. section  6901  et  seq.,  the
                                                          -------
Occupational Safety and Health Act, 29 U S.C. section  651 et  seq.,  the
                                                           -------
Clean  Air Act, 42 U.S.C. section 7401 et seq., the Clean Water Act,  33
                                       ------
U.S.C. section  1251 et seq., and the Toxic Substances Control  Act,  15
                     ------
U.S.C. section   2601   et   seq.,  as  such  laws,   regulations,   and
                        --------
requirements may be amended or supplemented from time to time.

     "Environmental  Liabilities" means, as to  any  Person,  all
liabilities,  obligations,  responsibilities,  Remedial  Actions,
losses, damages, punitive damages, consequential damages,  treble
damages, costs, and expenses, (including, without limitation, all
reasonable  fees, disbursements and expenses of  counsel,  expert
and  consulting  fees and costs of investigation and  feasibility
studies), fines, penalties, sanctions, and interest incurred as a
result  of any claim or demand, by any Person, whether  based  in
contract,  tort,  implied or express warranty, strict  liability,
criminal  or  civil  statute, including  any  Environmental  Law,
permit,  order  or agreement with any Governmental  Authority  or
other  Person,  arising  from  environmental,  health  or  safety
conditions  or the Release or threatened Release of  a  Hazardous
Material into the environment.
<PAGE>
     "ERISA" means the Employee Retirement Income Security Act of
1974,  as  amended  from time to time, and  the  regulations  and
published interpretations thereunder.

     "ERISA Affiliate" means any corporation or trade or business
which  is  a  member of the same controlled group of corporations
(within  the  meaning  of Section 414(b)  of  the  Code)  as  the
Corporation  or  is under common control (within the  meaning  of
Section 414(c) of the Code) with the Corporation.

     "Event  of  Noncompliance"  means  (i)  any  representation,
warranty  or  statement  made  or  deemed  to  be  made  by   the
Corporation to the Holder shall be false, misleading or erroneous
in any material respect when made or deemed to have been made; or
(ii)  the Corporation shall at any time fail to comply or  remain
in  compliance with any obligation, covenant or agreement made or
owed  by  the  Corporation to the Holder  under  any  Transaction
Document.

     "Financial  Officer"  of  any corporation  means  the  chief
financial  officer,  principal accounting officer,  Treasurer  or
Controller of such corporation.

     "Form 10-K" means the Corporation's Annual Report on Form 10-
K  for  the  year  ended  March  31,  1996,  as  filed  with  the
Commission.

     "GAAP"   means  generally  accepted  accounting  principles,
applied  on a consistent basis, as set forth in Opinions  of  the
Accounting   Principles  Board  of  the  American  Institute   of
Certified  Public  Accountants  and/or  in  statements   of   the
Financial  Accounting  Standards Board  and/or  their  respective
successors  and which are applicable in the circumstances  as  of
the  date  in question.  Accounting principles are applied  on  a
"consistent  basis" when the accounting principles applied  in  a
current  period are comparable in all material respects to  those
accounting principles applied in a preceding period.

     "Governmental Authority" means any nation or government, any
state  or political subdivision thereof and any entity exercising
executive,  legislative, judicial, regulatory, or  administrative
functions of or pertaining to government.

     "Guarantee"  by any Person means any obligation,  contingent
or  otherwise, of such Person directly or indirectly guaranteeing
any  Debt  or  other obligation of any other Person and,  without
limiting the generality of the foregoing, any obligation,  direct
or  indirect,  contingent or otherwise, of  such  Person  (a)  to
purchase  or pay (or advance or supply funds for the purchase  or
payment  of)  such Debt or other obligation (whether  arising  by
virtue of partnership arrangements, by agreement to keep-well, to
purchase  assets, goods, securities or services, to  take-or-pay,
or  to  maintain financial statement conditions or otherwise)  or
(b)  entered into for the purpose of assuring in any other manner
the  obligee  of  such Debt or other obligation  of  the  payment
thereof or to protect the obligee against loss in respect thereof
(in whole or in part), provided that the term Guarantee shall not
include  endorsements for collection or deposit in  the  ordinary
course  of business.  The term "Guarantee" used as a verb  has  a
corresponding meaning.
<PAGE>
     "Hazardous  Material" means any substance,  product,  waste,
pollutant, material, chemical, contaminant, constituent, or other
material  which  is  or becomes listed, regulated,  or  addressed
under  any  Environmental  Law,  including,  without  limitation,
asbestos, petroleum, and polychlorinated biphenyls.

     "Holder"  means  Blue  Ridge Investments,  LLC,  a  Delaware
limited  liability company, an Affiliate of that  entity  or  any
Person  to  whom that entity or a subsequent Holder has  assigned
its rights under this Agreement.

     "Insurance  Subsidiaries" shall mean Oxford  Life  Insurance
Company,  an  Arizona corporation, Ponderosa  Holdings,  Inc.,  a
Nevada  corporation,  Republic  Western  Insurance  Company,   an
Arizona  corporation,  Republic Claims Service  Co.,  an  Arizona
corporation,  RWIC Investments, Inc., a Nevada  corporation,  and
Republic Western Syndicate, Inc., a New York corporation.

     "Interest Rate Protection Agreements" means, with respect to
any  Person,  an interest rate swap, cap or collar  agreement  or
similar arrangement between such Person and one or more financial
institutions providing for the transfer or mitigation of interest
risks either generally or under specified contingencies.

     "Lien"  means  any  lien, mortgage, security  interest,  tax
lien,   financing   statement,  pledge,  charge,   hypothecation,
assignment,  preference, priority, limitation on voting,  use  or
ownership  or other encumbrance of any kind or nature  whatsoever
(including,  without limitation, any conditional  sale  or  title
retention  agreement), whether arising by contract, operation  of
law, or otherwise.

     "Material Adverse Effect" means the occurrence of any  event
or  the  existence of any condition that could  have  a  material
adverse  effect  on  (a)  the  Properties,  prospects,  business,
operations,  condition (financial or otherwise), liabilities,  or
capitalization of the Corporation and its Subsidiaries taken as a
whole, (b) the ability of the Corporation to pay and perform  the
Obligations  when  due, or (c) the validity or enforceability  of
any  of  the Transaction Documents or the rights and remedies  of
the Holder thereunder.

     "Multiemployer Plan" means a multiemployer plan  defined  as
such  in Section 4001(a)(3) of ERISA to which the Corporation  or
any ERISA Affiliate (other than one considered an ERISA Affiliate
only  pursuant  to subsection (m) or (o) of Section  414  of  the
Code)  is making or accruing an obligation to make contributions,
or  has  within  any  of the preceding five plan  years  made  or
accrued an obligation to make contributions.

     "Non-Insurance   Subsidiaries"   means   the   Corporation's
Subsidiaries other than the Insurance Subsidiaries.

     "Obligations" means all obligations and liabilities  of  the
Corporation  to  the  Holder, arising  pursuant  to  any  of  the
Transaction Documents, now existing or hereafter arising, whether
direct,   indirect,   related,  unrelated,   fixed,   contingent,
liquidated,  unliquidated, joint, several, or joint and  several,
including,  without limitation, the obligation of the Corporation
to  pay  dividends  on the Series B Preferred,  interest  on  the
<PAGE>
dividends and all fees, costs, and expenses (including attorneys'
fees) provided for in the Transaction Documents.

     "PBGC" means the Pension Benefit Guaranty Corporation or any
entity succeeding to all or any of its functions under ERISA.

     "Person" means any individual, corporation, business  trust,
association,    Corporation,    partnership,    joint    venture,
Governmental Authority, or other entity.

     "Picacho" means Picacho Peak Investment Co., a newly  formed
Nevada corporation.

     "Plan"  means any employee benefit or other plan established
or maintained by the Corporation or any ERISA Affiliate and which
is covered by Title IV of ERISA.

     "Prohibited Transaction" means any transaction set forth  in
Section 406 of ERISA or Section 4975 of the Code.

     "Property"  means property of all kinds, real,  personal  or
mixed, tangible or intangible (including, without limitation, all
rights  relating thereto), whether owned or acquired on or  after
the date of this Agreement.

     "Registrable  Securities"  means  any  shares  of  Series  B
Preferred,  Series  B  Common Stock or other securities  issuable
upon  conversion of Series B Preferred, and any other  securities
distributable  on, with respect to, or in substitution  for  such
Registrable Securities, except for those that have been  sold  or
transferred  pursuant to an effective registration  statement  or
pursuant to Rule 144 under the Securities Act.

     "Regulatory Change" means any change after the date of  this
Agreement  in  United States federal, state or  foreign  laws  or
regulations (including Regulation D of the Board of Governors  of
the  Federal  Reserve  System  as the  same  may  be  amended  or
supplemented  from time to time) or the adoption or making  after
such date of any interpretations, directives or requests applying
to  a class of institutions including NationsBank Corporation  of
or  under  any  United States federal, state or foreign  laws  or
regulations (whether or not having the force of law) by any court
or   governmental   or  monetary  authority  charged   with   the
interpretation or administration thereof.

     "Release"  means,  as  to any Person,  any  release,  spill,
emission,   leaking,   pumping,  injection,  deposit,   disposal,
disbursement, leaching, or migration of Hazardous Materials  into
the  indoor  or  outdoor environment or into or out  of  Property
owned by such Person, including, without limitation, the movement
of  Hazardous  Materials  through or in the  air,  soil,  surface
water, ground water, or Property.

     "Remedial Action" means all actions required to (a) cleanup,
remove,  treat, or otherwise address Hazardous Materials  in  the
indoor  or outdoor environment, (b) prevent the Release or threat
of Release or minimize the further Release of Hazardous Materials
<PAGE>
so  that  they do not migrate or endanger or threaten to endanger
public health or welfare or the indoor or outdoor environment, or
(c)   perform   pre-remedial  studies  and   investigations   and
post-remedial monitoring and care.

     "Reportable Event" means any reportable event as defined  in
Section  4043(b)  of ERISA or the regulations  issued  thereunder
with  respect to a Plan (other than a Plan maintained by an ERISA
Affiliate which is considered an ERISA Affiliate only pursuant to
subsection (m) or (o) of Section 414 of the Code).

     "Securities  Act"  means  the Securities  Act  of  1933,  as
amended, or any successor statute.

     "Series   B   Common  Stock"  has  the  meaning   given   in
Section 1.1.

     "Series B Preferred" has the meaning given in Section 1.1.

     "Shoen Group" means (a) L.S. Shoen and the spouse and lineal
descendants  of  said  individual, the  spouses  of  said  lineal
descendants and the lineal descendants of said spouses,  (b)  any
trusts for the benefit of or the executor or administrator of the
estate of or other legal representative of any of the individuals
referred to in the immediately preceding clause (a) and  (c)  any
corporation  with respect to which all the voting  stock  thereof
is,  directly  or  indirectly, owned by any  of  the  individuals
referred to in the preceding clause (a).

     "Subsidiary"  means,  with  respect  to  any   Person,   any
corporation,  partnership, association or other  business  entity
(a) of which securities or other ownership interests representing
more  than  50%  of the equity or more than 50% of  the  ordinary
voting  power  or  more  than  50%  of  the  general  partnership
interests  are,  at  the time any determination  is  being  made,
owned,  controlled  or held, or (b) which is,  at  the  time  any
determination is made, otherwise Controlled by such Person or one
or  more Subsidiaries of such Person or by such Person and one or
more  Subsidiaries  of  such Person  and,  with  respect  to  the
Corporation, Picacho.

     "Transaction   Documents"   means   this   Agreement,    the
Certificate of Designation, and all other instruments, documents,
and   agreements  executed  and  delivered  pursuant  to  or   in
connection  with  this  Agreement or  the  Holder's  purchase  or
holding  of the Series B Preferred, the Series B Common Stock  or
Registrable  Securities,  as  such  instruments,  documents,  and
agreements  may  be  amended,  modified,  renewed,  extended,  or
supplemented from time to time.

     "Withdrawal   Liability"   shall   mean   liability   to   a
Multiemployer  Plan  as  a  result  of  a  complete  or   partial
withdrawal  from  such  Multiemployer Plan,  as  such  terms  are
defined in Part I of Subtitle E of Title IV of ERISA.

     8.2     Other  Definitional Provisions.  All  definitions
             ------------------------------
contained  in  this  Agreement  are  equally  applicable  to  the
singular  and  plural  forms of the  terms  defined.   The  words
"hereof",  "herein", and "hereunder" and words of similar  import
referring  to this Agreement refer to this Agreement as  a  whole
and  not  to any particular provision of this Agreement.   Unless
otherwise  specified, all Article and Section references  pertain
to this Agreement.
<PAGE>
     8.3     Accounting Terms and Determinations.   Except  as
             -----------------------------------
otherwise  expressly provided herein, all accounting  terms  used
herein  shall  be interpreted, and all financial  statements  and
certificates and reports as to financial matters required  to  be
delivered   to  the  Holder  hereunder  shall  be  prepared,   in
accordance  with GAAP, on a basis consistent with those  used  in
the  preparation  of  the  financial statements  referred  to  in
Section  2.3  hereof.  All calculations made for the purposes  of
determining  compliance  with the provisions  of  this  Agreement
shall be made by application of GAAP, on a basis consistent  with
those  used  in  the  preparation  of  the  financial  statements
referred  to  in  Section 2.3 hereof.  To enable  the  ready  and
consistent  determination of compliance by the  Corporation  with
its  obligations under this Agreement, the Corporation  will  not
change the last day of its fiscal year from March 31, or the last
days  of  the  first three fiscal quarters of the Corporation  in
each  of  its  fiscal  years  from  June  30,  September  30  and
December 31, respectively.


                          ARTICLE IX.
                         Miscellaneous
                         -------------

     9.1 Expenses.
         --------
          (a)   The  Corporation hereby agrees to pay on  demand:
     (i)  all costs and expenses of the Holder in connection with
     the  preparation, negotiation, execution,  and  delivery  of
     this  Agreement and the other Transaction Documents and  any
     and all amendments, modifications, renewals, extensions, and
     supplements   thereof   and  thereto,   including,   without
     limitation, the fees and expenses of legal counsel  for  the
     Holder,  (ii)  all  costs  and expenses  of  the  Holder  in
     connection   with  any  Event  of  Noncompliance   and   the
     enforcement  of  this  Agreement or  any  other  Transaction
     Document,  including,  without  limitation,  the  fees   and
     expenses  of  legal  counsel  for  the  Holder,  (iii)   all
     transfer,  stamp,  documentary,  or  other  similar   taxes,
     assessments, or charges levied by any Governmental Authority
     in respect of this Agreement or any of the other Transaction
     Documents, (iv) all costs, expenses, assessments, and  other
     charges   incurred  in  connection  with   any   conversion,
     redemption or registration of the Series B Preferred or  any
     other  action  contemplated by this Agreement or  any  other
     Transaction  Document, (v) the fees of  NationsBanc  Capital
     Markets,  Inc. under the terms of that certain letter  dated
     August  30, 1996 from NationsBanc Capital Markets,  Inc.  to
     the  Corporation;  and  (vi) all other  costs  and  expenses
     incurred by the Holder in connection with this Agreement  or
     any other Transaction Document.

          (b)  Without limiting paragraph (a) of this Section, if
     after the date hereof, the Holder shall have determined that
     the  adoption  of  any applicable law,  rule  or  regulation
     regarding  capital adequacy, or any other Regulatory  Change
     relating thereto or compliance by the Holder (or its parent)
     with  any  request  or directive regarding capital  adequacy
     (whether  or  not  having the force  of  law)  of  any  such
     authority, central bank or comparable agency, has  or  would
     have  the  effect  of reducing the rate  of  return  on  the
     Holder's (or its parent's) capital as a consequence  of  its
     obligations   hereunder  or  the  transactions  contemplated
     hereby  to  a  level  below that which the  Holder  (or  its
<PAGE>
     parent) could have achieved but for such adoption, change or
     compliance (taking into consideration the Holder's  parent's
     policies  with  respect to capital adequacy  and  all  other
     fees,  commissions, increases in dividends or other  charges
     received  by the Holder under the Transaction Documents)  by
     an  amount  deemed by the Holder to be material,  then  from
     time to time, within ten (10) Business Days after demand  by
     the  Holder,  the Corporation shall pay to the  Holder  such
     additional  amount or amounts as will compensate the  Holder
     (or  its parent) for such reduction.  A certificate  of  the
     Holder  claiming  compensation  under  this  paragraph   and
     setting forth the additional amount or amounts to be paid to
     it  hereunder shall be (a) prima facie valid, provided  that
     the  determination thereof is made on a reasonable basis and
     (b) delivered to the Corporation by the Holder within thirty
     (30)  days  after  (i) the Holder obtains knowledge  of  the
     occurrence  of  the  Regulatory Change giving  rise  to  the
     amount  claimed  hereunder  and (ii)  determines  to  demand
     compensation  under  this paragraph  for  such  amount.   In
     determining  the  amount  or  amounts  claimed  under   this
     paragraph,  the Holder may use any reasonable averaging  and
     attribution methods.

     9.2  Indemnification.  The Corporation shall indemnify  the
          ---------------
Holder  and each Affiliate thereof and their respective officers,
directors,  employees, attorneys, and agents from, hold  each  of
them harmless against, and promptly reimburse any of them for any
and   all   losses,  liabilities,  claims,  damages,   penalties,
judgments, disbursements, costs, and expenses (including fees and
expenses of counsel selected by the Holder) to which any of  them
may  become  subject that directly or indirectly  arise  from  or
relate  to (a) the negotiation, execution, delivery, performance,
administration,   or  enforcement  of  any  of  the   Transaction
Documents,  (b)  any  of  the transactions  contemplated  by  the
Transaction Documents, (c) any breach by the Corporation  of  any
representation, warranty, covenant, or other agreement  contained
in  any  of the Transaction Documents, (d) the presence, Release,
threatened  Release,  disposal,  removal,  or  cleanup   of   any
Hazardous Material located on, about, within, or affecting any of
the  Properties of the Corporation or any Subsidiary, or (e)  any
investigation,   litigation,  or  other  proceeding,   including,
without limitation, any threatened investigation, litigation,  or
other  proceeding  relating  to any of  the  foregoing.   WITHOUT
LIMITING  ANY  PROVISION  OF  THIS  AGREEMENT  OR  OF  ANY  OTHER
TRANSACTION DOCUMENT, IT IS THE EXPRESS INTENTION OF THE  PARTIES
HERETO  THAT  EACH  PERSON TO BE INDEMNIFIED UNDER  THIS  SECTION
SHALL  BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND  ALL
LOSSES,   LIABILITIES,  CLAIMS,  DAMAGES,  PENALTIES,  JUDGMENTS,
DISBURSEMENTS,  COSTS, AND EXPENSES (INCLUDING  ATTORNEYS'  FEES)
ARISING  OUT  OF  OR  RESULTING FROM  THE  SOLE  OR  CONTRIBUTORY
NEGLIGENCE OF SUCH PERSON.

     9.3  Limitation of Liability.  None of the Holder,  or  any
          -----------------------
Affiliate,  officer,  director,  employee,  attorney,  or   agent
thereof  shall  have  any  liability with  respect  to,  and  the
Corporation hereby waives, releases, and agrees not to sue any of
them  upon,  any claim for any special, indirect, incidental,  or
consequential damages suffered or incurred by the Corporation  in
connection with, arising out of, or in any way related  to,  this
Agreement  or any of the other Transaction Documents, or  any  of
the  transactions contemplated by this Agreement or  any  of  the
other  Transaction  Documents.  The  Corporation  hereby  waives,
releases,  and  agrees  not  to sue the  Holder  or  any  of  its
respective Affiliates, officers, directors, employees, attorneys,
or  agents  for exemplary or punitive damages in respect  of  any
<PAGE>
claim  in connection with, arising out of, or in any way  related
to, this Agreement or any of the other Transaction Documents,  or
any of the transactions contemplated by this Agreement or any  of
the other Transaction Documents.

     9.4  No Duty.  All attorneys, accountants, appraisers,  and
          -------
other professional Persons and consultants retained by the Holder
shall  have the right to act exclusively in the interest  of  the
Holder  and  shall have no duty of disclosure, duty  of  loyalty,
duty  of care, or other duty or obligation of any type or  nature
whatsoever  to  the  Corporation  or  any  of  the  Corporation's
shareholders or any other Person.

     9.5  Equitable Relief. The Corporation recognizes  that  in
          ----------------
the event the Corporation fails to perform, observe, or discharge
any  or  all  of its obligations under the Transaction Documents,
any  remedy  at  law  may prove to be inadequate  relief  to  the
Holder.  The Corporation therefore agrees that the Holder, if the
Holder  so requests, shall be entitled to temporary and permanent
injunctive  relief  in  any such case without  the  necessity  of
proving actual damages.

     9.6 No Waiver; Cumulative Remedies.  No failure on the part
         ------------------------------
of  the  Holder  to exercise and no delay in exercising,  and  no
course of dealing with respect to, any right, power, or privilege
under  this  Agreement  or any other Transaction  Document  shall
operate  as  a  waiver thereof, nor shall any single  or  partial
exercise  of any right, power, or privilege under this  Agreement
or  any  other Transaction Document preclude any other or further
exercise  thereof or the exercise of any other right,  power,  or
privilege.   The  rights  and  remedies  provided  for  in   this
Agreement and the other Transaction Documents are cumulative  and
not exclusive of any rights and remedies provided by law.

     9.7 Successors and Assigns. This Agreement shall be binding
         ----------------------
upon  and  inure to the benefit  of the parties hereto and  their
respective  successors and assigns.  Neither the Corporation  nor
the  Holder  may  assign  or  transfer  any  of  its  rights   or
obligations hereunder, without the prior written consent  of  the
other  party; provided, however, the Corporation (a) acknowledges
that  the Holder has pledged its rights in the Series B Preferred
and  its  rights under this Agreement to NationsBank  Corporation
and  (b)  agrees  that NationsBank Corporation may  exercise  the
rights  of  the Holder hereunder and is entitled to the  benefits
hereof.

     9.8  Survival.  All representations and warranties made  or
          --------
deemed  made in this Agreement or any other Transaction  Document
or  in  any  document,  statement, or  certificate  furnished  in
connection  with this Agreement shall survive the  execution  and
delivery  of this Agreement and the other Transaction  Documents,
and  no  investigation by the Holder or any closing shall  affect
the representations and warranties or the right of the Holder  to
rely  upon them.  Without prejudice to the survival of any  other
obligation of the Corporation hereunder, the obligations  of  the
Corporation  under  Article  7  and  Article  10  shall   survive
termination of this Agreement.

     9.9   ENTIRE  AGREEMENT.   THIS  AGREEMENT  AND  THE  OTHER
           -----------------
TRANSACTION DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE
AGREEMENT  AMONG  THE PARTIES HERETO AND SUPERSEDE  ANY  AND  ALL
PRIOR     COMMITMENTS,    AGREEMENTS,    REPRESENTATIONS,     AND
<PAGE>
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE  SUBJECT
MATTER  HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY  EVIDENCE
OF  PRIOR,  CONTEMPORANEOUS,  OR SUBSEQUENT  ORAL  AGREEMENTS  OR
DISCUSSIONS  OF THE PARTIES HERETO.  THERE ARE NO UNWRITTEN  ORAL
AGREEMENTS  AMONG  THE PARTIES HERETO.  THE  PROVISIONS  OF  THIS
AGREEMENT  AND THE OTHER TRANSACTION DOCUMENTS MAY BE AMENDED  OR
WAIVED  ONLY  BY  AN AGREEMENT IN WRITING SIGNED BY  THE  PARTIES
HERETO.

     9.10      Notices.   All  notices and other  communications
               -------
provided   for  in  this  Agreement  and  the  other  Transaction
Documents  shall  be  given or made in  writing  and  telecopied,
mailed  by  certified mail return receipt requested, or delivered
to  the intended recipient at the "Address for Notices" specified
below  its  name on the signature pages hereof; or at such  other
address as shall be designated by such party in a notice to  each
other  party  given  in accordance with this Section.   All  such
communications  shall  be deemed to have  been  duly  given  when
transmitted  by  telecopy, subject to telephone  confirmation  of
receipt, or when personally delivered or, in the case of a mailed
notice, upon receipt, in each case given or addressed as provided
herein.

     9.11     Governing Law; Submission to Jurisdiction; Service
              --------------------------------------------------
of  Process.  THIS AGREEMENT SHALL BE GOVERNED BY, AND  CONSTRUED
-----------
IN  ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA  AND
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.  THE CORPORATION
HEREBY  SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF  THE  UNITED
STATES  DISTRICT COURT FOR THE WESTERN DISTRICT OF NORTH CAROLINA
AND OF ANY NORTH CAROLINA STATE COURT SETTING IN CHARLOTTE, NORTH
CAROLINA,  FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING  OUT
OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT,
OR   THE  TRANSACTIONS  CONTEMPLATED  HEREBY  OR  THEREBY.    THE
CORPORATION  IRREVOCABLY CONSENTS TO THE SERVICE OF ANY  AND  ALL
PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
OF  SUCH  PROCESS  TO THE CORPORATION AT ITS  ADDRESS  SET  FORTH
UNDERNEATH  ITS  SIGNATURE HERETO.  THE  CORPORATION  IRREVOCABLY
WAIVES,  TO  THE FULLEST EXTENT PERMITTED BY LAW,  ANY  OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE  OF
ANY  SUCH  PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM  THAT
ANY  SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT  IN
AN INCONVENIENT FORM.

     9.12      Counterparts.  This Agreement may be executed  in
               ------------
one  or  more  counterparts, each of which  shall  be  deemed  an
original, but all of which together shall constitute one and  the
same agreement.

     9.13      Severability.  Any provision  of  this  Agreement
               ------------
held  by  a  court  of competent jurisdiction to  be  invalid  or
unenforceable  shall not impair or invalidate  the  remainder  of
this  Agreement and the effect thereof shall be confined  to  the
provision held to be invalid or illegal.
<PAGE>
     9.14      Headings.    The   headings,   captions,    and
               --------
arrangements used in this Agreement are for convenience only  and
shall not affect the interpretation of this Agreement.

     9.15      Construction.   The Corporation  and  the  Holder
               ------------
acknowledge  that  each  of them has had  the  benefit  of  legal
counsel of its own choice and has been afforded an opportunity to
review  this  Agreement and the other Transaction Documents  with
its   legal  counsel  and  that  this  Agreement  and  the  other
Transaction Documents shall be construed as if jointly drafted by
the parties hereto.

     9.16      Independence   of  Covenants.    All   covenants
               ----------------------------
hereunder  shall  be  given independent  effect  so  that   if  a
particular action or condition is not permitted by any   of  such
covenants,  the fact that it would be permitted by  an  exception
to,  or  be otherwise within the limitations of, another covenant
shall  not  avoid the occurrence of an Event of Noncompliance  if
such action is taken or such condition exists.

     9.17      WAIVER  OF  JURY TRIAL.  TO  THE  FULLEST  EXTENT
               ----------------------
PERMITTED  BY  APPLICABLE LAW, EACH OF THE PARTIES HERETO  HEREBY
IRREVOCABLY AND EXPRESSLY WAIVES ALL RIGHT TO A TRIAL BY JURY  IN
ANY  ACTION,  PROCEEDING,  OR COUNTERCLAIM  (WHETHER  BASED  UPON
CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING  TO  ANY
OF  THE  TRANSACTION  DOCUMENTS OR THE TRANSACTIONS  CONTEMPLATED
THEREBY  OR  THE  ACTIONS  OF  THE  HOLDER  IN  THE  NEGOTIATION,
ADMINISTRATION, OR ENFORCEMENT THEREOF.

<PAGE>
     The  foregoing agreement is hereby executed as of  the  date
first above written.

                                   CORPORATION:

                                   AMERCO

                                   By:    /S/ GARY B. HORTON
                                         -----------------------
                                   Name: GARY B. HORTON
                                         -----------------------
                                   Title:  TREASURER
                                         -----------------------
                                   Address for Notices:
                                   AMERCO
                                   -----------------------------
                                   1325 AIRMOTIVE WAY, STE 100
                                   -----------------------------
                                   RENO, NEVADA  89502
                                   -----------------------------
                                   Fax No.:  (702) 688-6338
                                   Telephone No.: (702) 688-6300
                                   Attention:  GARY B. HORTON

                                   HOLDER:
                                   
                                   BLUE RIDGE INVESTMENTS, LLC


                                   By:   /S/ GEORGE C. CARP
                                         -----------------------
                                   Name: George C. Carp
                                   Title:   Vice President-Finance

                                   Address for Notices:
                                   NationsBank Corporate Center
                                   100 Tryon Street, 20th Floor
                                   Charlotte, North Carolina 28255

                                   Fax No.: (704) 386-6453
                                   Telephone No.: (704) 386-4225
                                   Attention: Vic Warnement
<PAGE>
                           EXHIBIT A
                               TO
          SERIES B PREFERRED STOCK PURCHASE AGREEMENT


           CERTIFICATE OF DESIGNATION OF PREFERENCES
             AND RIGHTS OF SERIES B PREFERRED STOCK

<PAGE>

                           EXHIBIT B
                               TO
          SERIES B PREFERRED STOCK PURCHASE AGREEMENT


           CERTIFICATE OF DESIGNATION OF PREFERENCES
              AND RIGHTS OF SERIES B COMMON STOCK
<PAGE>

                           EXHIBIT C
                               TO
          SERIES B PREFERRED STOCK PURCHASE AGREEMENT

 <PAGE>
                          FORM OF NOTE