PROPERTY MANAGEMENT AGREEMENT
                        -----------------------------

          THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered
     into as of December 31, 2001 among Twenty-Three SAC Self-Storage
     Corporation, a Nevada corporation, with its principal place of
     business at 715 South Country Club Drive, Mesa, AZ 85210 ("Owner"),
     and the property managers identified on Exhibit A attached hereto and
                                             ---------
     incorporated herein by reference (each such property manager is
     respectively referred to herein as "U-Haul").

                                  RECITALS
                                  --------

          A.  Owner owns the real property and self-storage related
     improvements thereon located at the street addresses identified on
     Exhibit A hereto (hereinafter, collectively the "Property").

          B.  Owner intends that the Property be rented on a space-by-
     space retail basis to corporations, partnerships, individuals and/or
     other entities for use as self-storage facilities.

          C.  Owner desires that U-Haul manage the Property and U-Haul
     desires to act as the property manager for the Property, all in
     accordance with the terms and conditions of this Agreement and as
     more specifically designated on Exhibit A hereto.

          NOW, THEREFORE, in consideration of the mutual covenants herein
     contained, Owner and U-Haul hereby agree as follows.

     1.  Employment.
         ----------

          (a) Owner hereby retains U-Haul, and U-Haul agrees to act as
     manager of the Property upon the terms and conditions hereinafter set
     forth.

          (b) Owner acknowledges that U-Haul, and/or U-Haul affiliates, is
     in the business of managing self-storage facilities, both for its own
     account and for the account of others.  It is hereby expressly agreed
     that notwithstanding this Agreement, U-Haul and such affiliates may
     continue to engage in such activities, may manage facilities other
     than those presently managed by U-Haul and its affiliates (whether or
     not such other facilities may be in direct or indirect competition
     with Owner) and may in the future engage in other business which may
     compete directly or indirectly with activities of Owner.

          (c) In the performance of their respective duties under this
     Agreement, each U-Haul property manager shall occupy the position of
     an independent contractor with respect to Owner.  Nothing contained
     herein shall be construed as making the parties
<PAGE>
     hereto (or any of them) partners or joint venturors, nor (except as
     expressly otherwise provided for herein) construed as making U-Haul
     an agent or employee of Owner or of any other U-Haul property manager
     hereunder.

     2.  Duties and Authority of U-Haul.
         ------------------------------

          (a) GENERAL DUTIES AND AUTHORITY.  Subject only to the
     restrictions and limitations provided in paragraphs (o) and (p) of
     this Section 2 and the right of Owner to terminate this Agreement as
     provided in Section 6 hereof, U-Haul shall have the sole and
     exclusive authority to fully manage the Property and supervise and
     direct the business and affairs associated or related to the daily
     operation thereof, and, to that end on behalf of Owner, to execute
     such documents and instruments as, in the sole judgment of U-Haul,
     are reasonably necessary or advisable under the circumstances in
     order to fulfill U-Haul's duties hereunder.  Such duties and
     authority shall include, without limitation, those set forth below.
     Throughout the Term of this Agreement, U-Haul shall operate the
     Property under the "U-Haul" REGISTERED name.

          (b) RENTING OF THE PROPERTY.  U-Haul shall establish policies
     and procedures for the marketing activities for the Property, and may
     advertise the Property through such media as U-Haul deems advisable,
     including, without limitation, advertising with the Yellow Pages.
     U-Haul shall have the sole discretion, which discretion shall be
     exercised in good faith, to establish the terms and conditions of
     occupancy by the tenants of the Property, and U-Haul is hereby
     authorized to enter into rental agreements on behalf and for the
     account of Owner with such tenants and to collect rent from such
     tenants. U-Haul may jointly advertise the Property with other
     properties owned or managed by U-Haul, and in that event, U-Haul
     shall reasonably allocate the cost of such advertising among such
     properties.

          (c) REPAIR, MAINTENANCE AND IMPROVEMENTS.  U-Haul shall make,
     execute, supervise and have control over the making and executing of
     all decisions concerning the acquisition of furniture, fixtures and
     supplies for the Property, and may purchase, lease or otherwise
     acquire the same on behalf of Owner.  U-Haul shall make and execute,
     or supervise and have control over the making and executing of all
     decisions concerning the maintenance, repair, and landscaping of the
     Property. U-Haul shall, on behalf of Owner, negotiate and contract
     for and supervise the installation of all capital improvements
     related to the Property; provided, however, that U-Haul agrees to
     secure the prior written approval of Owner on all such expenditures
     in excess of $5,000.00 for any one item, except monthly or recurring
     operating charges and/or emergency repairs if in the opinion of
     U-Haul such emergency-related expenditures are necessary to protect the
     Property from damage or to maintain services to the tenants as called
     for in their respective leases.

          (d) PERSONNEL.  U-Haul shall select all vendors, suppliers,
     contractors, subcontractors and employees with respect to the
     Property and shall hire, discharge and supervise all labor and
<PAGE>
     employees required for the operation and maintenance of the Property.
     Any employees so hired shall be employees of U-Haul, and shall be
     carried on the payroll of U-Haul.  Employees may include, but will
     not be limited to, on-site resident managers, on-site assistant
     managers, and relief managers located, rendering services, or
     performing activities on the Property in connection with its
     operation and management.  The cost of employing such persons shall
     not exceed prevailing rates for comparable persons performing the
     same or similar services with respect to real estate similar to the
     Property.

          (e) AGREEMENTS.  U-Haul shall negotiate and execute on behalf of
     Owner such agreements which U-Haul deems necessary or advisable for
     the furnishing of utilities, services, concessions and supplies, for
     the maintenance, repair and operation of the Property and such other
     agreements which may benefit the Property or be incidental to the
     matters for which U-Haul is responsible hereunder.

          (f) OTHER DECISIONS.  U-Haul shall make all decisions in
     connection with the daily operation of the Property.

          (g) REGULATIONS AND PERMITS.  U-Haul shall comply in all
     material respects with any statute, ordinance, law, rule, regulation
     or order of any governmental or regulatory body, having jurisdiction
     over the Property, respecting the use of the Property or the
     maintenance or operation thereof.  U-Haul shall apply for and attempt
     to obtain and maintain, on behalf of Owner, all licenses and permits
     required or advisable (in the sole judgment of U-Haul) in connection
     with the management and operation of the Property.

          (h) RECORDS AND REPORTS OF DISBURSEMENTS AND COLLECTIONS.
     U-Haul shall establish, supervise, direct and maintain the operation
     of a system of record keeping and bookkeeping with respect to all
     receipts and disbursements in connection with the management and
     operation of the Property.  The books, records and accounts shall be
     maintained at the U-Haul office or at such other location as U-Haul
     shall determine, and shall be available and open to examination and
     audit quarterly by Owner, its representatives, any mortgagee of the
     Property, and such mortgagee's representative.  On or before thirty
     (30) days after the close of each quarter, U-Haul shall cause to be
     prepared and delivered to Owner, a monthly statement of receipts,
     expenses and charges, together with a statement of the disbursements
     made by U-Haul during such period on Owner's behalf.

          (i) [Reserved].

          (j) COLLECTION.  U-Haul shall be responsible for the billing and
     collection of all accounts receivable and for payment of all accounts
     payable with respect to the Property and shall be responsible for
     establishing policies and procedures to minimize the amount of bad
     debts.
<PAGE>

          (k) LEGAL ACTIONS.  U-Haul shall cause to be instituted, on
     behalf and in the name of Owner, any and all legal actions or
     proceedings U-Haul deems necessary or advisable to collect charges,
     rent or other income due to Owner with respect to the Property and to
     oust or dispossess tenants or other persons unlawfully in possession
     under any lease, license concession agreement or otherwise, and to
     collect damages for breach thereof or default thereunder by such
     tenant, licensee, concessionaire or occupant.

          (l) INSURANCE.  U-Haul shall use its best efforts to assure that
     there is obtained and maintained in force, fire, comprehensive
     liability and other insurance policies in amounts generally carried
     with respect to similar facilities. U-Haul may in its discretion
     obtain employee theft or similar insurance in amounts and with such
     deductibles as U-Haul deems appropriate.  U-Haul shall promptly
     provide Owner with such certificates of insurance as Owner may
     reasonably request in writing, evidencing such insurance coverage.

          (m) TAXES.  During the term of this Agreement, U-Haul shall pay
     from Owner's funds, prior to delinquency, all real estate taxes,
     personal property taxes, and all other taxes assessed to, or levied
     upon, the Property.  If required by the holder of any note secured by
     the Property, U-Haul will set aside, from Owner's funds, a reserve
     from each month's rent and other income collected, in an amount
     required by said holder for purposes of payment of real property
     taxes.

          (n) [Reserved].

          (o) LIMITATIONS ON U-HAUL AUTHORITY.  Notwithstanding anything
     to the contrary set forth in this Section 2, U-Haul shall not,
     without obtaining the prior written consent of Owner, (i) rent
     storage space in the Property by written lease or agreement for a
     stated term in excess of one year, (ii) alter the building or other
     structures of the Property in any material manner; (iii) make any
     other agreements which exceed a term of one year and are not
     terminable on thirty day's notice at the will of Owner, without
     penalty, payment or surcharge; (iv) act in violation of any law; or
     (v) act in violation of any duty or responsibility of Owner under any
     mortgage loan secured by the Property.

          (p) SHARED EXPENSES.  Owner acknowledges that certain economies
     may be achieved with respect to certain expenses to be incurred by
     U-Haul on behalf of Owner hereunder if materials, supplies, insurance
     or services are purchased by U-Haul in quantity for use not only in
     connection with the Property but in connection with other properties
     owned or managed by U-Haul or its affiliates.  U-Haul shall have the
     right to purchase such materials, supplies, insurance and/or services
     in its own name and charge Owner a pro rata allocable share of the
     cost of the foregoing; provided, however, that the pro rata cost of
     such purchase to Owner shall not result in expenses greater than
     would otherwise be incurred at competitive prices and terms available
<PAGE>
     in the area where the Property is located; and provided further, U-Haul
     shall give Owner access to records so Owner may review any such expenses
     incurred.

          (q) DEPOSIT OF GROSS REVENUES.  All Gross Revenues (as
     hereinafter defined) shall be remitted by U-Haul (or its parent
     company) on a daily basis to a bank account maintained by UBS Warburg
     Real Estate Investments Inc. ("Lender")  (or an affiliate thereof)
     and the funds therein shall be applied in the manner specified in
     that Cash Management Agreement dated the date hereof among Owner,
     U-Haul and Lender.  U-Haul shall maintain such records and systems as
     are necessary or appropriate to enable U-Haul to clearly identify the
     amount of Gross Revenue generated by each Property on a daily basis.

     3.  Duties of Owner.
         ---------------

          Owner hereby agrees to cooperate with U-Haul in the performance
     of U-Haul's duties under this Agreement and to that end, upon the
     request of U-Haul, to provide, at such rental charges, if any, as are
     deemed appropriate, reasonable office space for U-Haul employees on
     the premises of the Property and to give U-Haul access to all files,
     books and records of Owner relevant to the Property.  Owner shall not
     unreasonably withhold or delay any consent or authorization to U-Haul
     required or appropriate under this Agreement.  Throughout the term
     hereof, Owner shall not permit the Property to be operated under any
     name other than "U-Haul" REGISTERED.

     4.  Compensation of U-Haul.
         ----------------------

          (a) MANAGEMENT FEE.  Owner shall pay to U-Haul as the full
     amount due for the services herein provided a fee (the "Management
     Fee") equal to six percent (6%) of the "Gross Revenue" derived from
     or connected with the Property so managed by U-Haul hereunder. U-Haul
     shall not offset or reduce the amount of the Management Fee payable
     to it at any time hereunder in exchange for a reduction in the amount
     rent due from U-Haul to Owner pursuant to any lease agreement between
     U-Haul and Owner. The term "Gross Revenue" shall mean all receipts
     (excluding security deposits unless and until Owner recognizes the
     same as income) of Owner (whether or not received by U-Haul on behalf
     or for the account of Owner) arising from the operation of the
     Property, including without limitation, rental payments of lessees of
     space in the Property, vending machine or concessionaire revenues,
     maintenance charges, if any, paid by the tenants of the Property in
     addition to basic rent, parking fees, if any, and all monies whether
     or not otherwise described herein paid for the use of the Property.
     "Gross  Revenue" shall be determined on a cash basis.  The Management
     Fee shall be paid promptly at the end of each calendar quarter and
     shall be calculated on the basis of the "Gross Revenue" of such
     preceding quarter.  The Management Fee shall be paid to each U-Haul
     property manager herein identified based on the Gross Revenue of each
     respective Property for which such property manager is responsible as
     set forth on Exhibit A hereto.  Each property manager agrees that its
                  ---------
<PAGE?
     monthly Management Fee shall be subordinate to that month's principal
     balance and interest payment on any first lien position mortgage loan
     on the Property.

          It is understood and agreed that the Management Fee will not be
     reduced by the cost to Owner of those employees and independent
     contractors engaged by or for Owner, including but not limited to the
     categories of personnel specifically referred to in Section 2(d).
     Except as provided in this Section 4, it is further understood and
     agreed that U-Haul shall not be entitled to additional compensation
     of any kind in connection with the performance by it of its duties
     under this Agreement.

          (b) REIMBURSEMENT OF CERTAIN EXPENSES.  In addition to the
     Management Fee described above, U-Haul shall be entitled to
     reimbursement from Owner, on a quarterly basis, for all out-of-pocket
     expenses incurred by U-Haul hereunder in connection with the
     management and operation of the Property, including, without
     limitation, taxes, insurance, operational expenses, overhead,
     litigation and dispute resolution related expenses, capital
     improvement expenses, and costs of sales.

     5.  Use of Trademarks, Service Marks and Related Items.
         --------------------------------------------------

          Owner acknowledges the significant value of the "U-Haul" name in
     the operations of Owner's property and it is therefore understood and
     agreed that the name, trademark and service mark, "U-Haul", and related
     marks, slogans, caricatures, designs and other trade or service items
     shall be utilized for the non-exclusive benefit of Owner in the rental
     and operation of the Property, and in comparable operations elsewhere.
     It is further understood and agreed that this name and all such marks,
     slogans, caricatures, designs and other trade or service items shall
     remain and be at all times the property of U-Haul and its affiliates,
     and that, except during the term hereof and as expressly provided herein,
     Owner shall have no right whatsoever therein.  Owner agrees that during
     the term of this agreement the sign faces at the property will have the
     name "U-Haul".  The U-Haul sign faces will be paid for by Owner.  Upon
     termination of this agreement at any time for any reason, all such use by
     and for the benefit of Owner of any such name, mark, slogan, caricature,
     design or other trade or service item in connection with the Property
     shall, in any event, be terminated and any signs bearing any of the
     foregoing shall be removed from view and no longer used by Owner.  In
     addition, upon termination of this Agreement at any time for any reason,
     Owner shall not enter into any new leases of Property using the U-Haul
     lease form or use other forms prepared by U-Haul.  It is understood and
     agreed that U-Haul will use and shall be unrestricted in its use of such
     name, mark, slogan, caricature, design or other trade or service item in
     the management and operation of other storage facilities both during and
     after the expiration or termination of the term of this Agreement.
<PAGE>

     6.  Termination.
         -----------

          Owner or U-Haul may terminate this Agreement with or without
     cause by giving not less than thirty days' written notice to the
     other party pursuant to Section 11 hereof.  In addition, if Owner
     fails to pay U-Haul any amounts owed under this Agreement when due,
     U-Haul may terminate this Agreement by giving Owner not less than ten
     days written notice pursuant to Section 11 hereof.  Notwithstanding
     the foregoing, however, U-Haul shall not resign as property manager
     of the Property until a nationally recognized and reputable successor
     property manager is available and prepared to assume property management
     responsibilities with respect to the Property in question.  Upon
     termination of this Agreement, U-Haul shall promptly return to Owner all
     monies, books, records and other materials held by U-Haul for or on
     behalf of Owner.  In addition, if U-Haul has contracted to advertise the
     Property in the Yellow Pages, Owner shall, at the option of U-Haul,
     continue to be responsible for the cost of such advertisement and shall
     either (i) pay U-Haul the remaining amount due under such contract in a
     lump sum; or (ii) pay U-Haul monthly for the amount due under such
     contract.

     7.  Indemnification.
         ---------------

          Owner hereby agrees to indemnify and hold each of U-Haul, all
     persons and companies affiliated with U-Haul, and all officers,
     shareholders, directors, employees and agents of U-Haul and of any
     affiliated companies or persons (collectively, the "Indemnified
     Persons") harmless from any and all costs, expenses, attorneys' fees,
     suits, liabilities, judgments, damages, and claims in connection with
     the management of the Property (including the loss of use thereof
     following any damage, injury or destruction), arising from any cause
     except for the willful misconduct or gross negligence on the part of
     the Indemnified Persons.  In addition, no Indemnified Person shall be
     liable for any error of judgment or for any mistake of fact or law,
     or for anything which it may do or refrain from doing hereafter,
     except in cases of willful misconduct or gross negligence.  U-Haul
     hereby agrees to indemnify and hold Owner harmless from any and all
     costs, expenses, attorneys' fees, suits, liabilities, judgments,
     damages and claims in connection with the management of the Property
     arising from the willful misconduct of, gross negligence of, or
     breach of this Agreement by the Indemnified Persons.  In addition,
     U-Haul shall not be liable to Owner for the acts or omissions of
     U-Haul's officers, shareholders, directors, employees, and agents
     except for U-Haul's own gross negligence or willful misconduct.

     8.  Assignment.
         ----------

          This Agreement may be assigned by Owner in connection with any
     mortgage loan on the Property, whether pursuant to a conditional or
     unconditional, absolute assignment.  U-Haul shall have the right to
     assign this Agreement to an affiliate or a wholly or majority owned
<PAGE>
     subsidiary; provided, however, any such assignee must assume all
     obligations of U-Haul hereunder, Owner's rights hereunder will be
     enforceable against any such assignee and U-Haul shall not be
     released from its liabilities hereunder unless Owner shall expressly
     agree thereto in writing.

     9.  Headings.
         --------

          The headings contained herein are for convenience of reference
     only and are not intended to define, limit or describe the scope or
     intent of any provision of this Agreement.

     10.  Governing Law.
          -------------

          The validity of this Agreement, the construction of its terms
     and the interpretation of the rights and duties of the parties shall
     be governed by the internal laws of the State of Arizona.

     11.  Notices.
          -------

          Any notice required or permitted herein shall be in writing and
     shall be personally delivered or mailed first class postage prepaid
     or delivered by an overnight delivery service to the respective
     addresses of the parties set forth below their signatures on the
     signature page thereof, or to such other address as any party may
     give to the other in writing.  Any notice required by this Agreement
     will be deemed to have been given when personally served or one day
     after delivery to an overnight delivery service or five days after
     deposit in the first class mail.

     12.  Severability.
          ------------

          Should any term or provision hereof be deemed invalid, void or
     unenforceable either in its entirety or in a particular application,
     the remainder of this Agreement shall nonetheless remain in full
     force and effect and, if the subject term or provision is deemed to
     be invalid, void or unenforceable only with respect to a particular
     application, such term or provision shall remain in full force and
     effect with respect to all other applications.

     13.  Successors.
          ----------

          This Agreement shall be binding upon and inure to the benefit of
     the respective parties hereto and their permitted assigns and
     successors in interest.
<PAGE>

     14.  Attorneys' Fees.
          ---------------

          If it shall become necessary for any party hereto to engage
     attorneys to institute legal action for the purpose of enforcing
     their respective rights hereunder or for the purpose of defending
     legal action brought by the other party hereto, the party or parties
     prevailing in such litigation shall be entitled to receive all costs,
     expenses and fees (including reasonable attorneys' fees) incurred by
     it in such litigation (including appeals).

     15.  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 instrument.

     16.  Scope of Property Manager Responsibility.
          ----------------------------------------

          The duties, obligations and liability of each property manager
     identified herein shall extend only so far as to relate to the
     Property for which such property manager is managing located in the
     domicile state of such property manager, as more specifically
     described on Exhibit A hereto, and no individual property manager
     hereunder shall be liable for the acts or omissions of any other
     property manager hereunder.  Each property manager shall use its best
     efforts to assist Owner in fulfilling Owner's obligations arising
     under any loan to Owner that is secured by the Property, including
     but not limited to preparing and providing financial and accounting
     reports, and maintaining the Property.  Each property manager agrees
     that it will perform its obligations hereunder according to
     reasonable industry standards, in good faith, and in a commercially
     reasonable manner.  U-Haul agrees that, in discharging its duties
     hereunder, it will not have any relationship with any of its
     affiliates that would be less favorable to Owner than would
     reasonably be available in a transaction with an unaffiliated party.


     [Rest of page intentionally left blank]
<PAGE>
          IN WITNESS WHEREOF, the parties hereto execute this Agreement as
     of the date first above written.

"Owner":
 -----

Twenty-Three SAC Self-Storage Corporation,
a Nevada corporation

By: /S/ Mark V. Shoen
    -------------------------------

Its: President
     -------------------------------

"U-Haul"
 ------

U-Haul Co. of Arizona, Inc.

By: /S/ Gary V. Klinefelter
    -------------------------------
     Gary V. Klinefelter, Secretary


U-Haul Co. of Arkansas,  Inc.

By: /S/ Gary V. Klinefelter
    -------------------------------
     Gary V. Klinefelter, Secretary


U-Haul Co. of California, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary


U-Haul Co. of Louisiana, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary

U-Haul Co. of Maryland, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary

U-Haul Co. of Missouri, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary
<PAGE>

U-Haul Co. of New York, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary

U-Haul Co. of Oklahoma, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary

U-Haul Co. of Texas, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary
<PAGE>


                                Exhibit A
                                ---------


710077 U-HAUL OF FLORIN RD              SACRAMENTO WEST    CA  95822
721021 U-HAUL CENTER 19TH & BELL        PHOENIX WEST       AZ  85023
736071 U-HAUL CT HAZELWOOD              HAZELWOOD          MO  63042
738057 U-HAUL DOWNTOWN                  OKLAHOMA CITY      OK  73129
741035 U-HAUL CENTER ADDISON            CARROLLTON         TX  75006
742054 U-HAUL KANIS ROAD                LITTLE ROCK        AR  72204
744070 U-HAUL NACO-PERRIN               SAN ANTONIO        TX  78217
747074 U-HAUL CT GENTILLY               NEW ORLEANS        LA  70126
806024 U-HAUL CENTER CORAM              CORAM              NY  11727
820022 U-HAUL CT PULASKI HY             BALTIMORE          MD  21224