Promissory
      Note


$11,700,000.00


December
      1, 2005




FOR
      VALUE
      RECEIVED, PMSI Investors, LLC, a Texas limited liability company, ("Borrower"), hereby
      promises to pay to the order of U-Haul International, Inc., a Nevada corporation
      (together with any and all of its successors and assigns and/or any other holder
      of this Note, "Lender"), without
      offset, in immediately available funds in lawful money of the United States
      of
      America, at 2727 North Central Avenue, Phoenix, Arizona 85004, the principal
      sum
      of Eleven Million, Seven Hundred Thousand and no/1OOths Dollars ($11,700,000.00)
      (or the unpaid balance of all principal advanced against this Note, if that
      amount is less), together with interest on the unpaid principal balance of
      this
      Note from day to day outstanding as hereinafter provided.




Section
      1 Payment
      Schedule and Maturity Date.


From
      the
      date hereof through December 1, 2020 (the "Maturity
      Date"), Borrower
      shall make quarterly payments to Lender of principal and interest hereunder.
      Interest shall accrue hereunder at the Stated Rate (as hereinafter defined).
      The
      principal hereunder, together with any Deferred Interest (as hereinafter
      defined) shall be amortized on the basis of a twenty-year amortization schedule.
      All payments hereunder of principal and interest shall be in arrears and shall
      be made on the first day or each quarter, commencing on January 1, 2006 and
      continuing on the 1 st  day
      of
      each succeeding quarter through and including the Maturity Date. The entire
      principal balance of this Note then unpaid, together with all accrued and unpaid
      interest and Deferred Interest, if any, and all other amounts payable hereunder,
      shall be due and payable in full on the Maturity Date.





Section
      2  Interest
      Rate; Deferral of Portion of Interest. (a)  The
      unpaid principal balance of
      this
      Note from day to day outstanding, which is not past due, shall bear interest
      at
      a fixed rate of seven percent (7%) per annum from December 1, 2005 through
      November 30, 2006; eight percent (8%) per annum from December 1, 2006 through
      November 30, 2007; and nine percent (9%) per annum from December 1,
      2007 **** through
      the Maturity Date (collectively, as applicable, the "Stated
      Rate"). Interest
      shall be computed for the actual number of days which have elapsed, on the
      basis
      of a 365-day year.




(b)
      If
      any amount payable by Borrower hereunder is not paid when due (without regard
      to
      any applicable grace periods), such amount shall thereafter bear interest at
      a
      fixed rate of the then-applicable Stated Rate plus two
      percent (the "Past
      Due Rate") per
      annum, to the fullest extent permitted by applicable law.




(c)
      Notwithstanding the foregoing or any other provision in this instrument to
      the
      contrary, Borrower shall have the right to make a minimum payment of interest
      hereunder for such quarter at a pay rate equal to two percent (2%) per annum
      of
      the outstanding principal hereunder. In such event, the deferred amount (meaning
      the amount otherwise due pursuant to Section I above, less the amount actually
      paid pursuant to this Section 2(c)) shall be deferred, added to the principal
      balance hereunder, and shall accrue interest at the Stated Rate.














Section
      3 Prepayment. Borrower
      may prepay the principal balance of this Note, in full at any time or in part
      from time to time, without fee, premium or penalty of any nature or kind
      whatsoever.




Section
      4 Certain
      Provisions Regarding Payments. All
      payments made under this Note shall be applied, to the extent thereof to accrued
      but unpaid interest, to unpaid principal, and to any other sums due and unpaid
      to Lender under this Note in such manner and order as Lender may elect.
      Remittances shall be made without offset, demand, counterclaim, deduction,
      or
      recoupment (each of which is hereby waived) and shall be accepted subject to
      the
      condition that any check or draft may be handled for collection in accordance
      with the practice of the collecting bank or banks. Acceptance by Lender of
      any
      payment in an amount less than the amount then due on any indebtedness shall
      be
      deemed an acceptance on account only, notwithstanding any notation on or
      accompanying such partial payment to the contrary, and shall not in any way
      (a)
      waive or excuse the existence of an Event of Default, (b) waive, impair or
      extinguish any right or remedy available to Lender hereunder, or (c) waive
      the
      requirement of punctual payment and performance or constitute a novation in
      any
      respect. Whenever any payment under this Note falls due on a day which is not
      a
      Business Day, such payment may be made on the next succeeding Business
      Day.




Section
      5 Representations
      and Warranties. As
      of the
      date hereof, Borrower hereby represents and warrants to Lender as
      follows:




(a)
      The
      Borrower is a Texas limited liability company, duly organized and qualified
      to
      do business under the laws of the State of Texas with the power and authority
      to
      enter into this Note and to conduct its business as currently conducted and
      to
      own its assets;




(b)
      The
      execution and delivery of and performance by the Borrower of its obligations
      under this Agreement are within the power and authority of the Borrower, and
      have been duly authorized by all necessary limited liability company action
      of
      the Borrower; and




(c)
      This
      Note is a legal, valid and binding agreement of the Borrower, enforceable
      against the Borrower in accordance with its terms, except as such enforceability
      may be limited by the Borrower's bankruptcy, insolvency, reorganization,
      moratorium or other laws or equitable principles relating to or limiting
      creditors' rights generally and except indemnifications to the extent
      unenforceable as a matter of public policy, and any instrument or agreement
      required hereunder, when executed and delivered, will be similarly legal, valid,
      binding and enforceable.




Section
      6 Events
      of Default. The
      occurrence of anyone or more of the following shall constitute an "Event of
      Default" under this Note:





(a)  Borrower
      fails to pay when and as due and payable any amounts payable by Borrower to Lender
      under the terms of this Note and such failure continues for one-hundred and
      eighty (180) calendar days after Borrower's receipt of written notice from
      Lender of its failure to pay such amounts and Lender determines in its sole
      discretion that there is no reasonable likelihood that Borrower will cure such
      failure within a reasonable period of time thereafter.











(b)
      Any
      other covenant, agreement or condition in this Note is not fully and timely
      performed, observed or kept, and such failure to perform, observe or keep
      continues for thirty (30) days after Borrower's receipt of written notice from
      Lender of its failure to so perform.




(c)
      The
      Borrower files a bankruptcy petition, a bankruptcy petition is filed against
      any
      of the foregoing parties, or the Borrower makes a general assignment for the
      benefit of creditors.




(d)
      A
      receiver or similar official is appointed for a substantial portion of the
      Borrower's business, or the business is terminated, or, the Borrower is
      liquidated or dissolved.




Section
      7 Remedies. Upon
      the
      occurrence of an Event of Default, Lender may at any time thereafter exercise
      anyone or more of the following rights, powers and remedies:





(a)  Lender
      may accelerate the maturity date and declare the unpaid principal balance and
      accrued but
      unpaid interest on this Note, and all other amounts payable hereunder, at once
      due and payable, and upon such declaration the same shall at once be due and
      payable.




(b)
      Lender may set off the amount due against any and all accounts, credits, money,
      securities or other property now or hereafter on deposit with, held by or in
      the
      possession of Lender to the credit or for the account of Borrower, without
      notice to or the consent of Borrower.




(c) Lender
      may exercise any of its other rights, powers and remedies at law or in
      equity.




Section
      8 Remedies
      Cumulative. All
      of
      the rights and remedies of Lender under this Note are cumulative of each other
      and of any and all other rights at law or in equity, and the exercise by Lender
      of anyone or more of such rights and remedies shall not preclude the
      simultaneous or later exercise by Lender of any or all such other rights and
      remedies. No single or partial exercise of any right or remedy shall exhaust
      it
      or preclude any other or further exercise thereof, and every right and remedy
      may be exercised at any time and from time to time. No failure by Lender to
      exercise, nor delay in exercising, any right or remedy shall operate as a waiver
      of such right or remedy or as a waiver of any Event of Default.




Section
      9 Costs
      and Expenses of Enforcement. Borrower
      agrees to pay to Lender on demand all costs and expenses incurred by Lender
      in
      seeking to collect this Note, including court costs and reasonable out-of-pocket
      attorneys' fees and expenses, whether or not suit is filed hereon, or whether
      in
      connection with bankruptcy, insolvency or appeal.




Section
      10 Heirs,
      Successors and Assigns. The
      terms
      of this Note shall bind and inure to the benefit of the representatives,
      successors and assigns of the parties.




Section
      11 General
      Provisions. Time
      is
      of the essence with respect to Borrower's obligations under this Note. Borrower
      hereby (a) waives demand, presentment for payment, notice of dishonor and of
      nonpayment, protest, notice of protest, notice of intent to accelerate, notice
      of acceleration and all other notices (except any notices which are specifically
      required by this Note) or filing of suit and diligence in collecting this Note,
      consent to any extensions or postponements of time of payment of this Note
      for
      any period or periods of time and to any partial payments, before or after
      maturity, and to any other indulgences with respect hereto, without notice
      thereof













".""


to
      any of
      them; (b) submits (and waives all rights to object) to non-exclusive personal
      jurisdiction of any state or federal court sitting in the state and county
      in
      which payment of this Note is to be made for the enforcement of any and all
      obligations under this Note; and (c) waive the benefit of all homestead and
      similar exemptions as to this Note. A determination that any provision of this
      Note is unenforceable or invalid shall not affect the enforceability or validity
      of any other provision and the determination that the application of any
      provision of this Note to any person or circumstance is illegal or unenforceable
      shall not affect the enforceability or validity of such provision as it may
      apply to other persons or circumstances. This Note may not be amended except
      in
      a writing specifically intended for such purpose and executed by the party
      against whom enforcement of the amendment is sought. Captions and headings
      in
      this Note are for convenience only and shall be disregarded in construing it.
      This Note and its validity, enforcement and interpretation shall be governed
      by
      the laws of the state in which payment of this Note is to be made (without
      regard to any principles of conflicts of laws) and applicable United States
      federal law. Whenever a time of day is referred to herein, unless otherwise
      specified such time shall be the local time of the place where payment of this
      Note is to be made. The term "Business Day" shall mean a day on which U.S.
      banks
      are open for the conduct of substantially all of their banking business in
      the
      city in which this Note is payable (excluding Saturdays and Sundays). The words
      "include" and "including" shall be interpreted as if followed by the words
      "without limitation."




Section
      12 Notices. Any
      notice, request, or demand to or upon Borrower or Lender shall be deemed to
      have
      been properly given or made when delivered in writing to the intended recipient
      at the address specified below or, as to any party hereto, at such other address
      as shall be designated by such party in a notice to each other party hereto.
      Except as otherwise provided in this Notice, all such communications shall
      be
      deemed to have been duly given when transmitted by telecopier or personally
      delivered or, in the case of a mailed notice, upon receipt. Notice addresses
      for
      Lender and Borrower are as follows:




If
      to
      Lender:




U-Haul
      International, Inc.


2727
      N.
      Central Avenue Phoenix, AZ 85004


Attn:
      Jason Berg




If
      to
      Borrower:




PMSI
      Investors, LLC


c/o
      Five
      SAC Self-Storage Corporation


715
      South Country Club Drive


Mesa, AZ 85210


Attn:
      Bruce Brockhagen




Section
      13 No
      Usury. It
      is
      expressly stipulated and agreed to be the intent of Borrower and Lender at
      all
      times to comply with applicable state law or applicable United States federal
      law (to the extent that it permits Lender to contract for, charge, take,
      reserve, or receive a greater amount of interest than under state law) and
      that
      this Section shall control every other covenant and agreement in this Note.
      If
      applicable state or federal law should at any time be judicially interpreted
      so
      as to render usurious any amount called for under this Note or contracted for,
      charged, taken, reserved, or received with respect to the Loan, or if Lender's
      exercise of the














option
      to
      accelerate the maturity date, or if any prepayment by Borrower results in
      Borrower having paid any interest in excess of that permitted by applicable
      law,
      then it is Lender's express intent that all excess amounts theretofore collected
      by Lender shall be credited on the principal balance of this Note and the
      provisions of this Note shall immediately be deemed reformed and the amounts
      thereafter collectible hereunder and thereunder reduced, without the necessity
      of the execution of any new documents, so as to comply with the applicable
      law,
      but so as to permit the recovery of the fullest amount otherwise called for
      hereunder or thereunder. All sums paid or agreed to be paid to Lender for the
      use or forbearance of the Loan shall, to the extent permitted by applicable
      law,
      be amortized, prorated, allocated, and spread throughout the full stated term
      of
      the Loan.




Section
      14 Renewal
      and Extensions; Termination of Agreements. This
      Note
      is executed in renewal, extension and consolidation of certain indebtedness
      created and evidenced by that certain (i) Promissory Note


made
      by
      Private Mini Storage Realty, L.P. in favor of U-Haul International, Inc. dated
      as of February 12, 1997 and assumed by PMSI Investors, LLC as of November 30,
      1999, as may have been amended from time to time and (ii) that certain Loan
      Agreement dated as of February 12, 1997 between U-Haul International, Inc.
      and
      Private Mini Storage Realty, L.P., as may have been amended from time to time
      (collectively, the "Prior Mezzanine Loan Documents"). Borrower and Lender hereby
      agree that the Prior Mezzanine Loan Documents are hereby consolidated and merged
      into this Note, and are hereby terminated and extinguished in their entirety,
      and that this Note represents the entire agreement between Lender and Borrower
      with respect to all of the indebtedness evidenced hereby.




IN
      WITNESS WHEREOF, Borrower has duly executed this Note as of the date first
      above
      written.




Borrower:




PMSI
      Investors, LLC


By: ____________


Name:
      __________


Title:
      ___________