<PAGE>



                                                    Senior Loan

                        PROMISSORY NOTE

$50,000,000                           dated as of October 1, 1995

      FOR  VALUE  RECEIVED, the undersigned Four SAC Self-Storage
Corporation,   a   Nevada  corporation  (the   "Maker"   or   the
                                                -----
"undersigned"),  promises  to pay  to  the  order  of  Nationwide
 -----------
Commercial  Co.  ("Payee"),  an  Arizona  corporation,   at   the
                   ----- 
principal office of the Payee at 2721 N. Central Avenue, Phoenix,
Arizona  85004  or at such other place or places  as  the  holder
hereof  may from time to time designate in writing, the principal
sum of up to FIFTY MILLION DOLLARS ($50,000,000) and Interest (as
hereinafter defined) on the outstanding principal balance  hereof
from time to time all as hereinafter set forth in a manner and at
the times provided herein.

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

           "Adjusted  Operating Expenses": shall  mean  Operating
            ----------------------------
     Expenses as reasonably adjusted by Holder (i) to account, as
     appropriate in Holder's sole reasonable discretion, for  all
     actual or required Operating Expenses as opposed to escrowed
     or  estimated  payments and (ii) such other  adjustments  to
     Operating Expenses, in Holders sole reasonable discretion to
     adjust for seasonal, extraordinary or non-customary expenses
     and costs and other abnormalities.

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

           "Assignment and Pledge Agreement":  shall mean  that
            -------------------------------
     certain  Assignment and Pledge Agreement (Lockbox)  of  even
     date  herewith  between the Maker, the  Payee,  the  Project
     Manager and  the Servicer.

           "Assignment of Management Agreement":  shall have the
            ----------------------------------
     meaning given it in Section 14 hereof.
                         ----------

           "Capital  Expenditure  Account":   shall  mean  the
            -----------------------------
     reserve  account  for capital expenditures  required  to  be
     established and maintained pursuant to Section 1.19  of  the
                                            ------------
     Mortgage and Section 4 of the Collection Account Agreement.
                  ---------
<PAGE>

           "Capital  Expenditure Reserve Deposit":  shall  mean
            ------------------------------------
     for any calendar quarter the deposit actually made by (or on
     behalf  of)  the Payee into the Capital Expenditure  Account
     which deposit shall not exceed three percent (3.0%) of Gross
     Receipts for such quarter.

           "Cash Pledge Agreement": shall mean that certain  Cash
            ---------------------
     Pledge Agreement of even date herewith between the Maker and
     the Payee.

           "Collection  Account Agreement":   shall  mean  that
            -----------------------------
     certain  Collection Account Agreement of even date  herewith
     among  the Maker, the Payee, the Servicer, the Junior Lender
     and the Project Manager.

           "Debt  Papers":   shall  mean  the  documents   and
            ------------
     instruments included within the definition of the term "Debt
     Papers" as provided in Section 14 below.
                            ----------  
                            
           "Default Rate":  shall have the meaning given it  in
            ------------
     Section 2(a) below.
     ------------

           "Environmental Indemnity Agreement":  shall have the
            ---------------------------------
     meaning given it in Section 14 below.
                         ---------- 

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

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

           "Gross  Receipts":  shall mean, for any  period  all
            ---------------
     gross  receipts, revenues and income of any and  every  kind
     collected  or received by or for the benefit or  account  of
     Maker during such period arising from the ownership, rental,
     use,  occupancy or operation of the Project or  any  portion
     thereof.   Gross Receipts shall include, without limitation,
     all receipts from all tenants, licensees and other occupants
     and  users of the Project or any portion thereof, including,
     without  limitation, rents, all proceeds of rent or business
     interruption  insurance, and the proceeds  of  all  casualty
     insurance  or  eminent domain awards to the extent  not  (i)
     applied,  or  reserved and applied within  nine  (9)  months
     after  the  creation of such reserve, to the restoration  of
     the  Project or any portion thereof in accordance  with  the
     Mortgage  or  (ii)  paid to Holder to reduce  the  principal
     amount  of the Loan.  Gross Receipts shall include  the  net
     commission payable from the rental of equipment (whether  or
     not  such  equipment is owned by the Owner of the  Mortgaged
     Property)  at any Mortgaged Property; provided however  that
     such  net commissions payable shall not be included in Gross
<PAGE>
     Receipts until the 15th day of the month following the month
     in  which  such rental occurred, all in accordance with  the
     customary  procedure  for  the payment  of  net  commission.
     Gross Receipts shall not include any capital contributed  to
     Maker,  whether  in  the form of a loan or  equity,  or  any
     proceeds  from any loan made to Maker.  For the  purpose  of
     calculating  the  Permitted Management Fee and  the  Capital
     Expenditure  Reserve  Deposit,  Gross  Receipts  shall  also
     exclude  sales  taxes collected by the Maker  in  connection
     with the operation of the Project or any portion thereof and
     held  in  trust  for  payment  to  the  taxing  authorities.
     Further,  in calculating the Management Fee, Gross  Receipts
     shall  be  further modified as provided for in the  Property
     Management  Agreement.   Any receipt included  within  Gross
     Receipts  in  one period shall not be included within  Gross
     Receipts  for any other period (i.e., no item of revenue  or
     receipts shall be counted twice).

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

           "Holder":   shall mean at any particular  time,  the
            ------
     Payee and its successors and assigns in its capacity as  the
     holder of this Note.

           "Interest":  shall  have the  meaning  given  it  in
            --------
     Section 2 below.
     ---------

           "Junior Lender": shall mean Nationwide Commercial Co.
            -------------
     and  its successors and assigns in its capacity as the maker
     of the Junior Loan.

           "Junior  Loan":   shall mean that certain  unsecured
            ------------
     loan  in  the  amount of $10,000,000.00 made by  the  Junior
     Lender  to the Maker evidenced by a promissory note of  even
     date herewith.

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

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

           "Management Fee":  shall mean the fee  paid  to  the
            --------------
     Project   Manager   pursuant  to  the  Property   Management
     Agreement  which  fee shall in no event exceed  six  percent
     (6.0%)  of  Gross  Receipts as determined  in  the  Property
     Management  Agreement.  Management Fee is sometimes  therein
     defined as the "Permitted Management Fee".

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

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

           "Mortgage":   shall mean collectively the  Deeds  of
            --------
     Trust  (and Mortgages, and Deeds to Secure Debt), Assignment
     of  Leases  and  Rents,  Security  Agreement  and  Financing
     Statement  securing this Note, as the same may  be  amended,
     modified or restated from time to time and together with all
     replacements  and substitutions therefor.  The  Mortgage  is
     more fully identified in Section 14 below.
                              ----------
                     
           "Mortgaged Property":  shall have the meaning  given
            ------------------
     it in Section 4(c) below.
           ------------

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

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

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

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

           "Permitted Exceptions":  shall have the meaning give
            --------------------
     it in the Mortgage.

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

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

           "Project":    shall  mean  the  Real  Estate,   the
            -------
     Improvements, the Goods, the Rents, the Leases and the other
     items  of  Collateral  (as such terms  are  defined  in  the
     Mortgage), taken together collectively.

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

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

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

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

           "Security   Agreement  and  Assignment  (Management
            --------------------------------------------------
     Agreement)":  shall mean that certain Security Agreement and
     ----------
     Assignment  (Management Agreement)  of  even  date  herewith
     between the Maker and the Payee.

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

           "Servicer":  shall mean the Person employed  by  the
            --------
     Payee  to  manage and control the accounts  subject  to  the
<PAGE>
     Assignment  and Pledge Agreement and the Collection  Account
     Agreement.

           "Stated Maturity Date":  shall mean October 1, 2005.
            --------------------

           "Tax and Insurance Escrow Account":  shall have  the
            --------------------------------
     meaning given it in the Collection Account Agreement.

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

Any term that is capitalized but not specifically defined in this
Note,  which  is  capitalized and defined in the Mortgage,  shall
have the same meaning for purposes hereof as the meaning assigned
to it in the Mortgage.

     2.   Interest.

          (a)    Interest ("Interest") shall accrue on the outstanding
                            --------
     principal balance of this Note commencing on the date hereof, at
     the rate of: eight and 375/1000ths percent (8.375%) per annum,
     payable monthly, in arrears, on the last day of each calendar
     month commencing on October 31, 1995 (or if such day is not a
     business day, on the next succeeding business day).  To  the
     extent permitted by law, "Interest" will accrue on any overdue
     amounts with respect to this Note commencing on the date hereof,
     at  the rate of twelve percent (12%) per annum (the "Default
     Rate").  From and after the Maturity Date, Interest will  be
     payable on demand.  All computations of interest and fees payable
     hereunder shall be based upon a year of 360 days for the actual
     number of days elapsed.

          (b)    The provisions of this Section 2(b) shall govern and
                                        ------------
     control over any inconsistent provision contained in this Note or
     in any other document evidencing or securing the indebtedness
     evidenced hereby.  The Holder hereof shall never be entitled to
     receive, collect, or apply as interest hereon (for purposes of
     this Section 2(b), the word "interest" shall be deemed to include
          ------------
     Interest and any other sums treated as interest under applicable
     law governing matters of usury and unlawful interest), any amount
     in excess of the Highest Lawful Rate (hereinafter defined) and,
     in the event the Holder ever receives, collects, or applies as
     interest any such excess, such amount which would be excessive
     interest shall be deemed a partial prepayment of principal and
     shall be treated hereunder as such; and, if the principal of this
     Note is paid in full, any remaining excess shall forthwith be
     paid to Maker.  In determining whether or not the interest paid
     or payable, under any specific contingency, exceeds the Highest
     Lawful Rate, Maker and the Holder shall, to the maximum extent
     permitted under applicable law, (i) characterize any nonprincipal
     payment as an expense, fee, or premium rather than as interest,
     (ii) exclude voluntary prepayments and the effects thereof, and
     (iii) spread the total amount of interest throughout the entire
     contemplated term of this Note.
<PAGE>

     3.   Principal Payments.
          ------------------

          (a)   The Maker will make to the Holder  of  this
     Note on the Stated Maturity Date a payment in an amount
     equal  to  the  outstanding principal balance,  without
     offset,  defense, counterclaim or right of  set-off  or
     recoupment.  The unpaid principal balance of this  Note
     shall be finally due and payable on the Maturity Date.

     4.   Payments.
          --------

          (a)    Interest and Principal.  Maker promises to pay to the
                 ----------------------
     Holder hereof Interest (including any interest accrued at the
     Default  Rate)  as, in the respective amounts,  and  at  the
     respective times provided in Section 2 hereinabove and principal
                                  ----------
     as, in the amounts, and at the times respectively provided in
     Section 3 hereinabove.  Maker also agrees that, on the Maturity
     ---------
     Date, Maker will pay to the Holder the entire principal balance
     of this Note then outstanding, together with all Interest accrued
     hereunder and not theretofore paid.  Each payment of principal
     of, Interest on, or any other amounts of any kind with respect
     to, this Note shall be made by the Maker to the Holder hereof in
     immediately available funds in such coin or currency of  the
     United States of America as at the time of payment is  legal
     tender for the payment of public debts at its office in Phoenix,
     Arizona (or at any other place which the Holder may hereafter
     designate for such purpose in a notice duly given to the Maker
     hereunder)  or  if  the  Holder has given  notice  and  wire
     instructions to the Maker not less than five days prior to the
     date of the payment, by wire transfer to an account denominated
     in U.S. Dollars maintained by the Holder in the United States of
     America, not later than noon, Eastern Standard time, on the date
     due thereof; and funds received after that hour shall be deemed
     to  have  been received by the Holder on the next  following
     business day.

          (b)    No Prepayment.  The principal of this Note may not be
                 -------------
     voluntarily prepaid in whole or in part prior to October 1, 2002,
     except with the consent of Payee.  The principal of this Note may
     be voluntarily paid in whole or part, upon not less than five (5)
     Business Days prior written notice, subject to Yield Maintenance
     Premium from October 1, 2002 to September 30, 2005.  Maker shall
     have the right to, upon not less than five (5) Business Days
     prior written notice, prepay this Note in whole or part at any
     time thereafter without Yield Maintenance Premium or any other
     penalty.  If under any circumstances whatsoever this Note is
     prepaid  in whole or in part prior to July 1, 2003,  whether
     following acceleration after the occurrence of an  Event  of
     Default, with the consent of Holder, by Holder's application of
     any condemnation or insurance proceeds to amounts due under the
     Note, by operation of law or otherwise, then Maker shall pay to
     the Holder the Yield Maintenance Premium (defined hereinbelow) in
     addition to paying all Interest which has accrued but is unpaid
     on the principal balance of this Note being prepaid (and all
     other amounts due under this Note).  Any voluntary or involuntary
     prepayment, whether in whole or part, shall only be made on a
     regularly scheduled payment date and shall include interest for
     the entire month in which the payment is made.
<PAGE>

           A  Yield Maintenance Premium in an amount equal to the
     greater  of  (A) one percent (1.0%) of the principal  amount
     being  prepaid,  and  (B) the positive  excess  of  (1)  the
     present value ("PV") of all future installments of principal
     and  interest  due  pursuant to Section 3(a)  of  this  Note
                                     ------------
     absent  any  such prepayment including the principal  amount
     due  at  the Stated Maturity Date (collectively, "All Future
     Payments"),  discounted at an interest rate per annum  equal
     to the sum of (a) the Treasury Constant Maturity Yield Index
     published during the second full week preceding the date  on
     which   such  Yield  Maintenance  Premium  is  payable   for
     instruments having a maturity coterminous with the remaining
     term  of  this Note, and (b) One Hundred Forty  (140)  basis
     points,  over  (2)  the then outstanding  principal  balance
     hereof immediately before such prepayment [(PV of All Future
     Payments)  -  (principal balance at time  of  prepayment)  =
     Yield  Maintenance  Premium].  "Treasury  Constant  Maturity
     Yield Index" shall mean the average yield for "This Week" as
     reported  by  the  Federal Reserve Board in Federal  Reserve
     Statistical  Release H.15 (519).  If there  is  no  Treasury
     Constant  Maturity  Yield  Index for  instruments  having  a
     maturity  coterminous with the remaining term of this  Note,
     then  the index shall be equal to the weighted average yield
     to  maturity of the Treasury Constant Maturity Yield Indices
     with  maturities next longer and shorter than such remaining
     average  life to the maturity, calculated by averaging  (and
     rounding upward to the nearest 1/100 of 1% per annum, if the
     average  is not such a multiple) the yields of the  relevant
     Treasury  Constant  Maturity  Yield  Indices  (rounded,   if
     necessary,  to  the nearest 1/100 of 1% with any  figure  of
     1/200 of 1% or above rounded upward).  In the event that any
     Yield  Maintenance  Premium is due hereunder,  Holder  shall
     deliver  to  Maker a statement setting forth the amount  and
     determination of the Yield Maintenance Premium and, provided
     that  Holder  shall have in good faith applied  the  formula
     described above, Maker shall not have the right to challenge
     the  calculation or the method of calculation set  forth  in
     any  such statement in the absence of manifest error,  which
     calculation  may  be made by Holder on any  day  during  the
     thirty   (30)  day  period  preceding  the  date   of   such
     prepayment.   Holder shall not be obligated or  required  to
     have  actually reinvested the prepaid principal  balance  at
     the Treasury Constant Maturity Yield Index or otherwise as a
     condition  to receiving the Yield Maintenance  Premium.   No
     Yield Maintenance Premium or premium shall be due or payable
     in  connection   with  any prepayment  of  the  indebtedness
     evidenced by this Note made on or after any date after  July
     1,  2006.   In  addition to the aforesaid Yield  Maintenance
     Premium  if, upon any such prepayment (whether prior  to  or
     after  any  date that is after July 1, 2006,  the  aforesaid
     prior  written notice has not been received by  Holder,  the
     Yield  Maintenance Premium shall be increased by  an  amount
     equal  to  the  lesser  of (i) thirty  (30)  days'  unearned
     interest  computed on the outstanding principal  balance  of
     this Note, so prepaid and (ii) unearned interest computed on
     the  outstanding principal balance of this Note  so  prepaid
     for  the  period from, and including, the date of prepayment
     through the otherwise Stated Maturity Date of this Note.

          If those certain Deeds of Trust (or Mortgages, or Deeds
<PAGE>
     to  Secure  Debt), Assignment of Leases and Rents,  Security
     Agreement,  Financing Statement and Fixture Filing  of  even
     date  herewith securing this Note or any obligation  secured
     thereby  provides  for  any charge for  pre-payment  of  any
     indebtedness secured thereby, Maker agrees to pay and charge
     if for any reason (except as otherwise expressly provided in
     this  Note or Deeds of Trust, Mortgages, or Deeds to  Secure
     Debt)  any of said indebtedness shall be paid prior  to  the
     Stated  Maturity  Date thereof, even if and  notwithstanding
     that an Event of Default shall have occurred and Holder,  by
     reason thereof, shall have declared and indebtedness or  all
     sums secured hereby immediately due and payable, and whether
     or  not  said payment is made prior to or at any  sale  held
     under  or  by  virtue of this Note or the  Deeds  of  Trust,
     Mortgages, or Deeds to Secure Debt.

          Without limiting the scope of the foregoing provisions,
     the  provisions  of  this Paragraph 4(b)  shall  constitute,
                               --------------
     within  the meaning of any applicable state statute, both  a
     waiver  of any right Maker may have to prepay the  Note,  in
     whole   or   in  part,  without  premium  or  charge,   upon
     acceleration of the maturity of the Note, foreclosure of the
     Deeds  of  Trust,  Mortgages, or Deeds to  Secure  Debt,  or
     otherwise,  and an agreement by Maker to pay the  prepayment
     charge  described in this Note, whether such  prepayment  is
     voluntary  or  upon  or following any acceleration  of  this
     Note,  foreclosure  of those Deeds of Trust,  Mortgages,  or
     Deeds  to  Secure  Debt, including, without limitation,  any
     acceleration following a transfer, conveyance or disposition
     of the trust estate except as expressly permitted hereunder,
     and  for  such purpose Maker has separately initialled  this
     provision  in  the  space provided below, and  Maker  hereby
     declares  that Holder's agreement to make the Loan to  Maker
     at  the interest rate and for the term set forth in the Note
     constitutes  adequate consideration, of  individual  weight,
     for this waiver and agreement by Maker.

                   Maker's Initials:  /S/MVS
                                    --------- 

          (A) Releases.  The Loan is allocated among the various
              --------
     individual properties (individually, a "Mortgaged  Property"
     and    collectively   the   "Mortgaged   Properties")   that
     collectively constitute the Project in accordance  with  the
     schedule  set  forth  on  Exhibit  A,  attached  hereto  and
     incorporated   herein   by  reference,   for   purposes   of
     determining the aggregate principal payment required  to  be
     made  by  the  Maker  in  order to obtain  a  release  of  a
     Mortgaged  Property  from the lien  of  the  Mortgage.   The
     original  principal  amount  of  the  Loan  allocated  to  a
     particular Mortgaged Property is referred to herein  as  the
     "Original  Allocated Mortgage Note Amount" of such Mortgaged
     Property,  and  the amount thereof remaining outstanding  on
     the  relevant calculation date (after giving effect to prior
     prepayments  or redemptions) is referred to  herein  as  the
     "Allocated Mortgage Note Amount" of such Mortgaged Property.

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

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

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

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

     (d)    Enforceability.  Each Debt Paper is a legal, valid and
            --------------
     binding obligation of the Maker enforceable in accordance with
     its terms, except as the enforceability thereof may be limited by
     bankruptcy, insolvency, moratorium, reorganization or similar
     laws  relating to or affecting the enforcement of creditors'
     rights generally;

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

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

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

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

     (i)    Place of Business.  Maker is located at 715 S. Country
            -----------------
     Club Drive, Mesa, Arizona 85210, and that address is its only
     place of business or its chief executive office.

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

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

            (b)    Financial Statements.  Maker shall deliver or cause to be
                   --------------------
     delivered to Holder and the Servicer:

                          (i)   As soon as available and  in  any
          event  within  90 days after the end of  each  calendar
          year,   annual   financial  reports,  prepared   by   a
          nationally   recognized   auditing   firm,   reasonably
          approved  by Holder, on the Project showing all  income
          and  expenses certified to be accurate and complete  by
          an officer of the managing general partner of Maker;

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

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

            (c)    Inspection of Property; Books and Records; Discussions.
     Maker shall keep proper books of record and account in which
     full, true and correct entries in conformity with GAAP and all
     Requirements  of  Law  shall be made  of  all  dealings  and
     transactions in relation to its business and activities and, upon
     reasonable notice, permit representatives of Holder and  the
     Servicer, to examine and make abstracts from any of its books and
     records at any reasonable time and as often as may reasonably be
     desired by Holder or the Servicer, and to discuss the business,
     operations, properties and financial and other conditions of
     Maker  with  officers and employees of Maker  and  with  its
     independent certified public accountants.  In addition, on the
     last day of each calendar month on which an Interest payment is
     due, Maker shall furnish to Holder a certified statement  of
     operations of the Project for the calendar month in which such
     Interest payment is due, showing in reasonable detail and in a
     format approved by Holder the Gross Receipts, Operating Expenses,
     and Net Cash Flow, as well as (if required by Holder) all data
     necessary for the calculation of any such amounts.  Maker shall
     keep and maintain at all times full and accurate books of account
     and records adequate to correctly reflect all such amounts.  Such
     books and records shall be available for at least five (5) years
     after the end of the relevant calendar month.  Holder shall have
     the right to inspect, copy and audit such books of account and
     records at Holder's expense, during reasonable business hours,
     and upon reasonable notice to Maker, for the purpose of verifying
<PAGE>
     the accuracy of any principal payments made.  The costs of any
     such audit will be paid by Holder, except that Maker shall pay
     all  reasonable costs and expenses of any such  audit  which
     discloses that any amount properly payable by Maker to Holder
     hereunder  exceeded by five percent (5%) or more the  amount
     actually paid and initially reported by Maker as being payable
     with respect thereto.

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

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

            (f)    Debt Papers.  Maker shall comply with and observe all
                   -----------
     terms and conditions of the Debt Papers.

            (g)    INDEMNIFICATION.  MAKER SHALL INDEMNIFY AND HOLD HARMLESS
                   --------------- 
     HOLDER AND ITS DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS AND
     AGENTS (THE "INDEMNIFIED PARTIES") FROM AND AGAINST ALL DAMAGES,
                  -------------------
     COSTS, EXPENSES AND LIABILITIES (COLLECTIVELY AND SEVERALLY,
     "LOSSES") INCURRED BY OR ASSESSED AGAINST ANY OF THEM RESULTING
      ------
     FROM THE CLAIMS OF ANY PARTY RELATING TO OR ARISING OUT OF THE
     DEBT PAPERS OR THE TRANSACTIONS CONTEMPLATED THEREBY, EXCEPT FOR
     LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
     SUCH INDEMNIFIED PARTY, AND REIMBURSE EACH INDEMNIFIED PARTY FOR
     ANY  EXPENSES (INCLUDING THE FEES AND DISBURSEMENTS OF LEGAL
     COUNSEL) REASONABLY INCURRED IN CONNECTION WITH THE INVESTIGATION
     OF, PREPARATION FOR OR DEFENSE OF ANY ACTUAL OR THREATENED CLAIM,
     ACTION OR PROCEEDING ARISING THEREFROM (INCLUDING ANY SUCH COSTS
<PAGE>
     OF RESPONDING TO DISCOVERY REQUEST OR SUBPOENAS), REGARDLESS OF
     WHETHER  HOLDER OR SUCH OTHER INDEMNIFIED PERSON IS A  PARTY
     THERETO.  WITHOUT DEROGATING THE PROVISIONS OF SECTION 20 BELOW,
                                                    ----------------
     IT IS ACKNOWLEDGED AND AGREED BY MAKER THAT THE INDEMNIFICATION
     RIGHTS OF THE INDEMNIFIED PARTIES HEREUNDER ARE IN ADDITION TO
     AND CUMULATIVE WITH ALL OTHER RIGHTS OF THE INDEMNIFIED PARTIES.
     WITH REFERENCE TO THE PROVISIONS SET FORTH ABOVE IN THIS SECTION
                                                              -------
     6(g) FOR PAYMENT BY MAKER OF ATTORNEYS' FEES INCURRED BY THE
     ----
     INDEMNIFIED PARTIES IN ANY ACTION OR CLAIM BROUGHT BY A THIRD
     PARTY, MAKER SHALL, IF IT ADMITS LIABILITY HEREUNDER TO  ANY
     INDEMNIFIED PARTY, DILIGENTLY DEFEND SUCH INDEMNIFIED PARTY AND
     DILIGENTLY CONDUCT THE DEFENSE.  IF HOLDER OR ANY OTHER SUCH
     INDEMNIFIED PARTY DESIRES TO ENGAGE SEPARATE COUNSEL, IT MAY DO
     SO AT ITS OWN EXPENSE; PROVIDED, HOWEVER, THAT SUCH LIMITATION ON
     THE OBLIGATION OF MAKER TO PAY THE FEES OF SEPARATE COUNSEL FOR
     SUCH INDEMNIFIED PARTY SHALL NOT APPLY IF SUCH INDEMNIFIED PARTY
     HAS RETAINED SAID SEPARATE COUNSEL BECAUSE OF A REASONABLE BELIEF
     THAT MAKER IS NOT DILIGENTLY DEFENDING IT AND/OR NOT DILIGENTLY
     CONDUCTING THE DEFENSE AND SO NOTIFIES MAKER.  THE OBLIGATIONS OF
     MAKER UNDER THIS SECTION 6(g) SHALL SURVIVE REPAYMENT IN FULL OF
                      ------------
     THE INDEBTEDNESS EVIDENCED HEREBY.  IT IS THE INTENT OF THIS
     SECTION 6(g) THAT THE MAKER SHALL INDEMNIFY AND HOLD HARMLESS THE
     ------------
     INDEMNIFIED  PARTIES FROM LOSSES OCCASIONED BY THE  ACTS  OR
     OMISSIONS, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, OF THE
     INDEMNIFIED PARTIES.

                   MAKER'S INITIALS /S/ MVS
                                   --------

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

            (i)    Requirements of Law.  Maker shall comply at all times with
                   -------------------
     all Requirements of Law.

            (j)    Management Agreement.  Maker shall cause each Mortgaged
                   --------------------
     Property  to be initially managed by a subsidiary of  U-Haul
     International,  Inc. and to be at all  times  managed  by  a
     nationally recognized self-storage property management company
     (individually the "Project Manager" and collectively the "Project
                        ---------------                        -------
     Managers") designated by the Holder, which Project Managers shall
     --------
     each  be  employed pursuant to an agreement (individually  a
     "Property Management Agreement" and collectively the "Property
      -----------------------------                        --------
     Management Agreements") approved by the Holder.  The Maker shall
     ---------------------
     use its best efforts to cause each Project Manager to manage and
<PAGE>
     maintain its respective Mortgaged Property in accordance with the
     terms of the Property Management Agreements to which such Project
     Manager is a party.  In no event shall the fees paid (or required
     to be paid) any Project Manager exceed six percent (6%) of Gross
     Receipts for any time period.  The rights of the Maker under the
     Property Management Agreements (and under each successive one, if
     there  is more than one) shall be assigned to the Holder  as
     additional security for this Note pursuant to an assignment or
     assignments in form and substance satisfactory to the Holder, and
     such assignment shall be acknowledged by each Project Manager
     pursuant to a consent document acceptable to the Holder.  The
     Maker agrees, upon request of the Holder, to exercise its right
     to  terminate  any Project Manager upon the  occurrence  and
     continuance of (i) an Event of Default, (ii) a Sale of U-Haul
     International, Inc. or such Project Manager, (iii) a breach by
     such  Project Manager of its respective Property  Management
     Agreement,  or  (iv) the Net Cash Flow prior to  subtracting
     Interest shall fall twenty percent (20%) or more for one complete
     Loan Year.
            (k)    Maintenance of Lien.  The Maker will maintain and preserve
                   -------------------
the security interests created by the Debt Papers so long as this
Note is outstanding.  The Maker will, forthwith after the
execution and delivery of this Note and thereafter from time to
time as is required under the Debt Papers, cause the Debt Papers
and any financing statement, continuation statement or similar
instrument relating to any thereof or to any property intended to
be subject to the lien of the Debt Papers, registered and
recorded in such manner and in such places as may be required by
law in order to publish notice of and to fully protect and
perfect the validity thereof or the lien thereof purported to be
created upon the property subject thereto.  The Maker will pay or
cause to be paid prior to delinquency all taxes and fees incident
to such filing, registration and recording, and all expenses
incident to the preparation, execution and acknowledgment of the
Debt Papers and of any-instrument of further assurance, and all
Federal or State stamp taxes or other taxes (except income taxes,
including franchise and other similar taxes measured or based on
income, of parties other than the Maker), duties and charges
arising out of or in connection with the execution and delivery
of such instruments; provided, however, that the Maker shall not
                     -----------------  
be required to pay or discharge or cause to be paid or discharged
any lien or encumbrance affecting the Collateral to the extent
such lien or encumbrance is being contested in good faith by
appropriate proceedings and in compliance with the provisions of
the Mortgage.

            (l)    Compliance with Debt Papers.  The Maker will faithfully
                   ---------------------------
     observe and perform, or cause to be observed and performed, all
     its covenants, agreements, conditions and requirements contained
     in the Debt Papers in accordance with the terms thereof and will
     maintain the validity and effectiveness of such instruments.  The
     Maker will not take any action, or permit any action to be taken,
     which will release any party to such instruments from any of its
     obligations or liabilities thereunder, or will result in the
     termination, modification or amendments, or which will impair the
     validity, of any such instruments except as expressly provided
     for herein and therein.  The Maker will give the Holder written
     notice of any default by any party of any of such instruments
<PAGE>
     promptly after it becomes known to the Maker.


            (m)    Corporate Separateness.  The Maker hereby represents and
                   ----------------------
     warrants to, and covenants with, the Holder and the Servicer
     that, as of the date hereof and until such time as all of its
     obligations under the Debt Papers shall be satisfied in full the
     Maker shall be a single purpose entity, and the Maker:

                   (i)    is not engaged and shall  not
          engage  in  any business other than that necessary
          for  the ownership, management or operation of the
          Mortgaged Properties;

                   (ii)   shall not enter into business
          transactions  with  any  Affiliate  of  the  Maker
          except  pursuant to terms and conditions that  are
          substantially  similar  to  those  that  would  be
          available  on  an  arms-length  basis  with  third
          parties other than an Affiliate of the Maker;

                   (iii)  does not and shall not  own
          any  real  property or personal property which  is
          not  secured  by the Mortgage and/or the  Security
          Documents;

                   (iv)   has  not  incurred,  is  not
          incurring,  and will not incur any debt,   secured
          or  unsecured,  direct  or  contingent  (including
          guaranteeing  any  obligation),  other  than   the
          obligations of the Maker contemplated in the  Debt
          Papers (including guaranteeing any obligation);

                   (v)    has not made, is not  making,
          and  shall not make any loans or advances  to  any
          third  party  (including  any  Affiliate  of   the
          Maker);

                   (vi)   has been, is, and  shall  be
          solvent and paying its liabilities from its assets
          as the same shall become due;

                   (vii)  has  done or caused  to  be
          done,  is doing or causing to be done, will do  or
          cause   to   be  done,  and  except  as  otherwise
          permitted  herein  or  upon  the  consent  of  the
          Holder,  shall do or cause to be done  all  things
          necessary to preserve its existence, and shall not
          amend,  modify or otherwise change in any material
          way its certificate of incorporation or by-laws;

                   (viii) has conducted and operated,
          is  conducting or operating, and shall conduct and
          operate  its  business as presently conducted  and
          operated;

                   (ix)   has    maintained,    is
          maintaining, and shall maintain books and  records
          and  bank  accounts  separate from  those  of  its
          Affiliates;
<PAGE>
                   (x)    has held, is holding, and  at
          all times shall hold itself out to the public as a
          legal  entity separate and distinct from any other
          entity (including any Affiliate thereof);

                   (xi)   has maintained, is maintaining
          and shall maintain adequate capital for the normal
          obligations reasonably foreseeable in  a  business
          of  its  size  and character and in light  of  its
          contemplated business operation;

                   (xii)  has  not  sought,  is  not
          seeking,  and  shall not seek or  consent  to  the
          dissolution or winding up, in whole or in part, of
          the Maker;

                   (xiii)  has not commingled, is  not
          commingling, and shall not commingle the funds and
          other  assets  of  the Maker  with  those  of  any
          Affiliate or any other person;

                   (xiv)  has been bound, is, and shall
          at  all  times  be  bound by a  corporate  charter
          and/or Certificate of Incorporation which requires
          a unanimous vote of the Board of Directors to file
          for  voluntary  bankruptcy  protection  under  the
          Federal Bankruptcy Code or other similar laws.

                   (xv)  has caused, is causing, and at
          all  times  shall cause there to be at  least  one
          duly  appointed member of the board  of  directors
          (an  "Independent Director") of the Maker who  may
                --------------------
          not  have  been  at any time during the  preceding
          five years (a) a stockholder of, or an officer  or
          employee of, the Maker, or any of its subsidiaries
          or  Affiliates, (b) a customer of or  supplier  to
          the   Maker   or   any  of  its  subsidiaries   or
          Affiliates,   (c)   a  person  or   other   entity
          controlling  any  such  stockholder,  supplier  or
          customer, or (d) a member of the immediate  family
          of   any   such  stockholder,  officer,  employee,
          supplier or customer of any other director of  the
          Maker  (as  used herein, the term "control"  means
          the  possession,  directly or indirectly,  of  the
          power  to  direct  or cause the direction  of  the
          management  and  policies of a person  or  entity,
          whether through ownership of voting securities, by
          contract or otherwise); and

                   (xvi)  has  not  caused,  is  not
          causing,   and  shall  not  cause  the  board   of
          directors  of the Maker to take any action  which,
          under   the   terms   of   any   certificate    of
          incorporation,   by-laws  or  any   voting   trust
          agreement requires the unanimous affirmative  vote
          of  100% of the members of the board of directors,
          unless  at the time of such action there shall  be
          at least one member who is an Independent Director
          and  no  such action has been or will be taken  by
          the  board  of directors of the Maker unless  such
          unanimous affirmation vote has been obtained.

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

          (n)    Indebtedness.  Create, incur, guarantee or assume any
                 ------------
     Indebtedness except for: (i) the Loan; (ii) the Junior Loan;
     (iii) the obligations of Maker under the Property Management
     Agreement incurred in the ordinary course of business; and (iv)
     statutory liability for non-delinquent taxes.

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

          (p)    Transactions with Affiliates.  Purchase, acquire or lease
                 ----------------------------
     any property from, or sell, transfer or lease any property to, or
     lend  or advance any money to, or borrow any money from,  or
     guarantee any obligation of, or acquire any stock, obligations or
     securities  of,  or enter into any merger  or  consolidation
     agreement, or any management or similar agreement with,  any
     Affiliate, or enter into any other transaction or arrangement or
     make any payment to (including, without limitation, on account of
     any management fees, service fees, office charges, consulting
     fees, technical services charges or tax sharing charges)  or
     otherwise  deal with, in the ordinary course of business  or
     otherwise, any Affiliate, except (i) transactions relating to the
     sharing of overhead expenses, including, without limitation,
     managerial, payroll and accounting and legal expenses, for which
     charges assessed against Maker are not greater than would be
     incurred by Maker in similar transactions with non-Affiliates, or
     (ii)  arms-length  transactions  between  Maker  and  U-Haul
     International, Inc. and its related companies which are on a
     basis no less burdensome on the Maker than would be achieved in a
     fair and reasonable transaction with an unrelated third party.

          (q)    Sales.  Without obtaining the prior written consent of
                 -----
     Holder (which Holder may withhold or condition in its sole and
     absolute discretion), cause, permit or acquiesce in any Sale.

          (r)    Distributions.  Notwithstanding anything to the contrary
                 -------------
     contained in this Note or the Debt Papers, Maker shall not make
     any distributions to any of its partners or shareholders, except
     for  distributions expressly permitted by the Assignment and
     Pledge Agreement.

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

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

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

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

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

          (b)   The failure by the Maker to observe any covenant
     contained in Section 6(m);
                  ------------

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

          (d)  Any representation, warranty or certification made
     by  Maker under any Debt Paper or in any report, certificate
     or  financial statement delivered to the Holder under or  in
     connection  with any Debt Paper is materially inaccurate  or
     incomplete as of the date made and such breach continues for
     a  period  of  10  days after the earlier of written  notice
     thereof  to  the  Maker  or  the date  on  which  Maker  has
     knowledge   thereof,  which  inaccuracy  or   incompleteness
     materially and adversely affects (i) the value of the  Loan,
     or (ii) the value of any of the Mortgaged Properties;

          (e)   The  failure by Maker to perform any  obligation
     under,  or the occurrence of any other default with  respect
     to any provision of, this Note, the Assignment of Management
     Agreement,  or  any of the other Debt Papers other  than  as
     described in any of the other clauses of this Section 8, and
                                                   ---------
     the  continuation of such default for a period  of  30  days
     after written notice thereof to the Maker;

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

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

          (h)  The Maker shall be in default of any provision of
     the  Junior  Note,  or any document executed  in  connection
     therewith.

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

Upon  the  occurrence  of  any Event of Default  hereunder:   the
entire unpaid principal balance of, and any unpaid Interest  then
accrued  on, this Note shall, at the option of the Holder  hereof
and  without  demand or notice of any kind to the undersigned  or
any  other  person, immediately become and be due and payable  in
full  (except  that  such acceleration shall occur  automatically
upon  the  occurrence of any Event of Default  described  in  the
preceding clause (f) of this Section 8, without further action or
decision  by Holder); and the Holder shall have and may  exercise
any and all rights and remedies available at law or in equity and
also any and all rights and remedies provided in the Mortgage and
any of the other Security Documents.

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

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

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

     12.   Waiver.
           ------

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

            (b)   No extension of the time for the payment of this
     Note or any payment becoming due or payable hereunder, which
     may  be  made by agreement with any Person now or  hereafter
     liable  for  the  payment  of this  Note  shall  operate  to
     release,  discharge, modify, change or affect  the  original
     liability  under this Note, either in whole or in  part,  of
     the Maker if it is not a party to such agreement.

            (c)   No delay in the exercise of any right or  remedy
     hereunder shall be deemed a waiver of such right or  remedy,
     nor  shall the exercise of any right or remedy be deemed  an
     election  of  remedies or a waiver of  any  other  right  or
     remedy.   Without limiting the generality of the  foregoing,
     the   failure  of  the  Holder  hereof  promptly  after  the
     occurrence of any Event of Default hereunder to exercise its
     right   to  declare  the  indebtedness  remaining  unmatured
     hereunder  to  be  immediately due  and  payable  shall  not
     constitute  a  waiver  of such right  while  such  Event  of
     Default  continues nor a waiver of such right in  connection
     with  any  future  Event  of Default  on  the  part  of  the
     undersigned.

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

      14.  The Debt Papers.  This Note is secured by, inter alia,
           ---------------                            ---------- 
(i)  certain  Deeds of Trust (or Mortgages, or  Deeds  to  Secure
Debt),  Assignment  of Leases and Rents, Security  Agreement  and
Financing  Statement, made and granted by Maker  to  or  for  the
benefit  of  Payee, which creates a lien on real  estate  in  the
Project  and  which also creates a security interest in  personal
<PAGE>
property  located  thereat or utilized in  connection  therewith;
(ii)   the   Security   Agreement  and   Assignment   (Management
Agreement)(as  amended, modified or replaced from time  to  time,
the  "Assignment of Management Agreement"); (iii) the  Assignment
      ----------------------------------
and  Pledge Agreement (Lockbox); (iv) the Environmental Indemnity
Agreement  (as  amended  from time to  time,  the  "Environmental
                                                    -------------
Indemnity  Agreement"); (v) a certain General Security Agreement;
--------------------
(vi)  the  Cash Pledge Agreement; (vii) the Letter of Credit  and
(viii)   the  Collection  Account  Agreement  entered   into   in
connection herewith (such documents together with this  Note  and
with  each and every additional document or instrument which  may
at  any  time  be delivered to the Holder hereof as security  for
this  Note,  as any of the same may at any time or from  time  to
time  be  amended,  modified or restated, and together  with  all
substitutions  and replacements therefor, are sometimes  referred
to  collectively  herein  as  the "Security  Documents"  and  are
                                   ------------------- 
sometimes  referred to collectively herein as the "Debt Papers").
                                                   -----------
Reference  should be made to the Mortgage and the other  Security
Documents  for a statement of certain circumstances  under  which
this  Note  may  be  accelerated and for  a  description  of  the
property  encumbered thereby and the nature  and  extent  of  the
security  thereof.  This Note, the Mortgage, and the  other  Debt
Papers  (if any) are hereby incorporated by reference  into  this
Note  in  their entirety, as though the complete text of each  of
them were set out in full here in the body of this Note.

     15.  Notices.  All notices, demands and other communications
          -------
hereunder to either party shall be deemed to have been  given  on
the  first  to  occur of (i) actual receipt  or  (ii)  the  third
business day after facsimile or the deposit thereof in the United
States  mails, by registered or certified mail, postage  prepaid,
addressed as follows:

   If to the Maker:           Four SAC Self-Storage Corporation,
                              a Nevada corporation,
                              715 South Country Club Drive
                              Mesa, AZ 85210
                              Facsimile: (602)277-5017

   If to the Holder:          Nationwide Commercial Co.
                              c/o Amerco
                                     2721 North Central Avenue
                                     Phoenix, Arizona 85004
                                     Attention:  Donald Murney or
                                                 Treasurer
                              Facsimile:  (602)277-5017

   with a copy to:            Nationwide Commercial Co.
                              c/o Amerco
                                     2721 North Central Avenue
                                     Phoenix, Arizona 85004
                                     Attention: Gary V. Klinefelter or
                                                General Counsel
                              Facsimile:  (602)277-5017
<PAGE>

or  to  either  party at such other address in the 48  contiguous
continental United States of America as such party may  designate
as  its address for the receipt of notices hereunder in a written
notice duly given to the other party.

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

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

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

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

    20.   Limitation of Personal Liability.  Neither Maker nor any
          --------------------------------
officer,  director, employee or agent of Maker  shall  be  liable
personally to pay this Note or the indebtedness evidenced hereby,
and the Holder shall not seek any personal or deficiency judgment
on  this  Note,  and the sole remedy of the Holder  hereunder  or
under  any  of the other Debt Papers shall be under the  Security
Documents  for enforcement thereof or shall otherwise be  against
the  Collateral  (defined for purposes hereof as defined  in  the
Mortgage) and any other property at any time securing any or  all
of the Liabilities (defined for purposes hereof as defined in the
Mortgage)  together  with  the  proceeds  and  products  thereof;
provided,  however,  that the foregoing  shall  not  in  any  way
diminish  or  affect (i) the enforceability  of  this  Note,  the
Security  Documents and the Debt Papers, (ii)  the  lien  of  the
Mortgage  or  any security interest, grant, pledge or  assignment
pursuant  to any of the Security Documents, (iii) any rights  the
Holder may have (as a secured party or otherwise) to, against  or
with  respect  to the Collateral (as defined in the Mortgage)  or
any  other  property at any time securing any of the  Liabilities
including  without limitation the funds pledged pursuant  to  the
Cash  Pledge Account and/or the Letter of Credit and the proceeds
<PAGE>
thereof, (iv) any rights of the Holder against the Maker  or  any
other  party with respect to any fraud, misappropriation of funds
or  knowing misrepresentation, (v) any rights of the Holder under
or  with  respect  to any guaranty at any time furnished  to  the
Holder relating to or concerning any of the Liabilities, or  (vi)
any  rights  the Holder may have in equity or at law against  the
Maker or any officer, director, employee or agent of Maker  as  a
result  of  a fraud, knowing misrepresentation, or misapplication
of  funds  by  the Maker or such officer, director,  employee  or
agent of Maker.

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

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

   IN WITNESS WHEREOF, the undersigned has executed and delivered
this  Note, pursuant to proper authority duly granted, as of  the
date and year first above written.

          FOUR SAC SELF-STORAGE CORPORATION
               a Nevada corporation

          /S/ MARK V. SHOEN
          ------------------------
          Mark V. Shoen, President

 <PAGE>

 

                                                      Junior Loan

                        PROMISSORY NOTE

$10,000,000.00                        dated as of October 1, 1995


      FOR  VALUE  RECEIVED, the undersigned Four SAC Self-Storage
Corporation,   a   Nevada  corporation  (the   "Maker"   or   the
                                                -----
"undersigned"),  promises  to pay  to  the  order  of  Nationwide
 -----------
Commercial  Co.  ("Payee"),  an  Arizona  corporation,   at   the
                   -----
principal  office  of  the Payee at 2721  North  Central  Avenue,
Phoenix,  Arizona 85004 or at such other place or places  as  the
holder  hereof  may from time to time designate in  writing,  the
principal sum of up to Ten Million Dollars ($10,000,000.00),  or,
if  less, the aggregate unpaid principal amount of the Loan  made
by  Payee to Maker, with Interest (as hereinafter defined) on the
principal  balance  outstanding  from  time  to  time,   all   as
hereinafter set forth.

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

          "Accrual Rate":  shall mean the annual interest rate of
           ------------
     thirteen percent (13.0%).

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

          "Adjusted  Operating Expenses":  shall mean  Operating
           ----------------------------
     Expenses  as  reasonably adjusted by Senior  Holder  (i)  to
     account,  as appropriate in Senior Holder's sole  reasonable
     discretion for all actual or required Operating Expenses  as
     opposed  to  escrowed or estimated payments  and  (ii)  such
     other  adjustments to Operating Expenses, in Senior Holder's
     sole   reasonable   discretion  to  adjust   for   seasonal,
     extraordinary or non-customary expenses and costs and  other
     abnormalities.

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

          "Assignment  and Pledge Agreement":  shall  mean  that
           --------------------------------
     certain  Assignment and Pledge Agreement (Lockbox)  of  even
     date  herewith  between the Maker, the  Payee,  the  Project
     Manager and  the Servicer.
          "Basic Interest":  shall have the meaning given it  in
           --------------
     Section 2(a) and 2(b) below.
     ------------     ----
<PAGE>
          "Capital Expenditure Account":  shall mean the reserve
           ---------------------------
     account  required to be established for capital expenditures
     in  Section  1.19  of  the Mortgage and  by  the  Collection
     Account Agreement.

          "Capital Expenditure Reserve Deposit":  shall mean for
           -----------------------------------
     any  calendar quarter the deposit actually made  by  (or  on
     behalf  of)  the Maker into the Capital Expenditure  Account
     [which  deposit  shall not exceed three  percent  (3.0%)  of
     Gross Receipts for such quarter].

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

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

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


          "Collection  Account  Agreement":   shall  mean  that
           ------------------------------
     certain  Collection Account Agreement of even date  herewith
     among  the Maker, the Payee, the Servicer, the Senior Lender
     and the Project Manager.

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

          "Deferred Interest":  shall have the meaning given  it
           -----------------
     in Section 2(a).
        ------------
          "GAAP":  shall  mean  generally  accepted  accounting
           ----
     principles  as used and understood in the United  States  of
     America from time to time.

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

          "Gross Receipts":  shall mean, for any period all gross
           --------------
     receipts,  revenues  and  income  of  any  and  every   kind
     collected  or received by or for the benefit or  account  of
     Maker during such period arising from the ownership, rental,
     use,  occupancy or operation of the Project or  any  portion
     thereof.   Gross Receipts shall include, without limitation,
     all receipts from all tenants, licensees and other occupants
     and  users of the Project or any portion thereof, including,
     without  limitation, rents, security deposits and the  like,
     interest earned and paid or credited on all Maker's  deposit
<PAGE>     
     accounts  related to the Project, all proceeds  of  rent  or
     business  interruption insurance, and the  proceeds  of  all
     casualty  insurance or eminent domain awards to  the  extent
     not  (i)  applied, or reserved and applied  within  six  (6)
     months   after  the  creation  of  such  reserve,   to   the
     restoration of the Project in accordance with the  Mortgage,
     (ii)  paid to Holder to reduce the principal amount  of  the
     Loan  or  (iii) paid to reduce the principal amount  of  the
     Senior   Loan.   Gross  Receipts  shall  include   the   net
     commission payable from U-Haul International, Inc.  for  the
     rental  of  its equipment (whether or not such equipment  is
     owned  by  the  Owner  of  the Mortgaged  Property)  at  any
     Mortgaged   Property;  provided  however   that   such   net
     commissions payable shall not be included in Gross  Receipts
     until the 15th day of the month following the month in which
     such  rental occurred, all in accordance with the  customary
     procedure for the payment of net commission.  Gross Receipts
     shall  not include any capital contributed to Maker, whether
     in  the  form of a loan or equity, or any proceeds from  any
     loan  made  to  Maker.  For the purpose of  calculating  the
     permitted Management Fee and the Capital Expenditure Reserve
     Deposit,  Gross  Receipts  shall also  exclude  sales  taxes
     collected  by the Maker in connection with the operation  of
     the  Project  and held in trust for payment  to  the  taxing
     authorities.   Further, in calculating the  Management  Fee,
     Gross Receipts shall be further modified as provided for  in
     the  Property  Management Agreement.  Any  receipt  included
     within  Gross Receipts in one period shall not  be  included
     within Gross Receipts for any other period (i.e., no item of
     revenue or receipts shall be counted twice).

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

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

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

          "Loan":  shall mean the mortgage loan in the amount of
           ----
     $10,000,000.00 made by Payee to Maker and evidenced  by  the
     Note or up to such amount as may have been advanced by Payee
     to Maker from time to time.

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

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

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

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

          "Mortgage":  shall mean collectively the Deeds of Trust
           --------
     (and  Mortgages,  and Deeds to Secure Debt),  Assignment  of
     Leases and Rents, Security Agreement and Financing Statement
     securing  the promissory note representing the Senior  Loan,
     as  the same may be amended, modified or restated from  time
     to time and together with all replacements and substitutions
     therefor.  The Mortgage is more fully identified in  Section
     14 below.

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

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

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

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

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

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

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

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

          "Permitted Exceptions":  shall have the meaning  given
           --------------------
     it in the Mortgage.

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

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

          "Project":    shall  mean  the   Real   Estate,   the
           -------
     Improvements and the Goods (as such terms are defined in the
     Mortgage), taken together collectively.

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

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

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

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

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

          "Senior Debt Papers":  shall mean and include, at  any
           ------------------
     time,  all  promissory notes, mortgages and other  documents
     and  instruments which create, evidence or secure all or any
     part of the Senior Loan.

          "Senior  Holder":  shall mean at any particular  time,
           --------------
     the  Person which is then the holder to the promissory  note
     representing the Senior Loan.

          "Senior Lender" shall mean Nationwide Commercial Co. in
           -------------
     its capacity as the maker of the Senior Loan.

          "Senior  Loan":  shall mean that certain loan  in  the
           ------------
     amount  of  $50,000,000 made by the  Senior  Lender  to  the
     Maker.

          "Servicer":   shall mean the Person  employed  by  the
           --------
     Payee  to  manage and control the accounts  subject  to  the
     Assignment  and Pledge Agreement and the Collection  Account
     Agreement.

          "Stated Maturity Date":  shall mean October 1, 2005 or
           --------------------
     on demand by Payee.

          "Tax  and Insurance Escrow Account":  shall  have  the
           ---------------------------------
     meaning given it in the Collection Account Agreement.

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

          "Trustee":  shall have the meaning given such term  in
           -------
     the Senior Debt Papers.

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

Any term that is capitalized but not specifically defined in this
Note,  which  is  capitalized and defined in the Mortgage,  shall
have the same meaning for purposes hereof as the meaning assigned
to it in the Mortgage.
<PAGE>
     2. Interest.
        --------

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

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

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

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

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

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

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

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

          (f)    Quarterly Statements; Adjustment of Payments. On the due
                 --------------------------------------------
     date for each payment of Basic Interest, Maker shall deliver to
     Holder a certified statement of operations of the Project for the
     calendar quarter or other period with respect to which such Basic
     Interest is due, showing in reasonable detail and in a format
     approved by Holder respective amounts of, and the method  of
     calculating,  the  Gross Receipts, Gross  Income,  Operating
     Expenses, Net Cash Flow, Catch-Up Amount and Cash Flow Contingent
     Interest for the preceding calendar quarter, as well as  (if
     requested by Holder) all data necessary for the calculation of
     any such amounts.  Maker shall keep and maintain at all times
     full  and accurate books of account and records adequate  to
     correctly reflect all such amounts.  Such books and records shall
     be  available for at least five years after the end  of  the
     calendar quarter to which they relate.  Holder shall have the
     right  to inspect, copy and audit such books of account  and
     records during reasonable business hours, and upon reasonable
     notice to Maker, for the purpose of verifying the accuracy of any
     payments made on account of Cash Flow Contingent Interest.  The
     costs of any such audit will be paid by Holder, except that Maker
     shall pay all reasonable costs and expenses of any such audit
     which discloses that any amount properly payable by maker to
     Holder hereunder exceeded by five percent (5%) or more the amount
     actually paid and initially reported by maker as being payable
     with respect thereto.

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

          (h)    Capital Proceeds Contingent Interest.
                 ------------------------------------

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

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

                        (A)  Project Sale or Financing.  The closing
                             -------------------------
     of  any  Sale  or any encumbrance of the Project  (any  such
     event is hereinafter collectively referred to as a "Sale  or
                                                         --------
     Financing");
     ---------
                        (B)  Default Occurrence.  The occurrence  of
                             ------------------
     any  Event  of Default which is not fully cured  within  the
     period  of time, if any, expressly provided for cure herein,
     and  the acceleration of the maturity of the Loan on account
     thereof  (hereinafter collectively referred to as a "Default
                                                          -------
     Occurrence"); and
     ----------

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

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

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

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

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

                        (A)   Net  Capital  Proceeds  From  Sale  or
                              --------------------------------------
     Financing.  Except as provided in Section 2(h)(iv)(B) below,
     ---------                         -------------------
     in  the event of a Sale or Financing, "Net Capital Proceeds"
                                            --------------------
<PAGE>
     shall  be the amount which is equal to: (I) either  (x)  the
     Gross  Capital  Proceeds (as hereinafter  defined)  realized
     from  the  Project,  or (y) the fair  market  value  of  the
     Project  determined pursuant to Section  2(h)(v)  below,  if
                                     ----------------
     Holder  in  its  discretion requires such  a  determination,
     minus (II) the sum of: (aa) reasonable brokerage commissions
     -----
     (excluding  any payments to any Affiliate of  Maker  to  the
     extent such payments exceed those which would have been  due
     as commissions to a non-Affiliate broker rendering identical
     services),  title  insurance premiums, documentary  transfer
     taxes,  escrow  fees and recording charges, appraisal  fees,
     reasonable  attorneys' fees and costs, and sales  taxes  (if
     any),  in  each case actually paid or payable  by  Maker  in
     connection  with  the  Sale  or  Financing,  plus  (bb)  all
     payments  of principal and Deferred Interest paid to  Holder
     an  account of this Note from the proceeds of such  Sale  or
     Financing,  plus  (cc) an amount equal to  all  payments  of
     principal  and  interest on the Senior Loan  made  from  the
     proceeds  of  such Sale or Financing, plus (dd)  any  amount
     paid  as Yield Maintenance Premium as a result of such  Sale
     or  Financing.   For purposes of this Section  2(h),  "Gross
                                           -------------    -----
     Capital  Proceeds" shall mean the gross proceeds of whatever
     -----------------
     form or nature payable directly or indirectly to or for  the
     benefit or account of Maker in connection with such Sale  or
     Financing,   including,   without  limitation:   cash;   the
     outstanding balance of any financing which will remain as  a
     lien  or  encumbrance  against the Project  or  any  portion
     thereof  following such Sale or Financing (but only  in  the
     case of a Sale, and not in the case of an encumbrance);  and
     the cash equivalent of the fair market value of any non-cash
     consideration, including the present value of any promissory
     note  received  as  part of the proceeds  of  such  Sale  or
     Financing   (valued  at  a  market  rate  of  interest,   as
     determined by an independent investment banker designated by
     Holder).

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

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

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

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

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

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

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

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

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

     3.     Usury Savings Clause.  The provisions of this Section 3
            --------------------                          ---------
shall  govern  and  control over any irreconcilably  inconsistent
provision  contained  in  this Note  or  in  any  other  document
evidencing  or securing the indebtedness evidenced  hereby.   The
Holder  hereof  shall never be entitled to receive,  collect,  or
apply  as  interest hereon (for purposes of this Section  3,  the
                                                 ----------
word  "interest"  shall  be  deemed to  include  Basic  Interest,
Additional Interest and any other sums treated as interest  under
applicable law governing matters of usury and unlawful interest),
any  amount  in  excess of the Highest Lawful  Rate  (hereinafter
defined) and, in the event the Holder ever receives, collects, or
applies  as interest any such excess, such amount which would  be
excessive  interest  shall  be deemed  a  partial  prepayment  of
principal  and shall be treated hereunder as such;  and,  if  the
principal  of  this  Note is paid in full, any  remaining  excess
shall forthwith be paid to Maker.  In determining whether or  not
the  interest  paid  or payable, under any specific  contingency,
exceeds  the Highest Lawful Rate, Maker and the Holder shall,  to
the   maximum   extent  permitted  under  applicable   law,   (i)
characterize  any  nonprincipal payment as an  expense,  fee,  or
premium   rather   than  as  interest,  (ii)  exclude   voluntary
prepayments and the effects thereof, and (iii) spread  the  total
amount  of  interest throughout the entire contemplated  term  of
this  Note; provided, that if this Note is paid and performed  in
full  prior to the end of the full contemplated term hereof,  and
if  the  interest  received for the actual  period  of  existence
hereof  exceeds the Highest Lawful Rate, the Holder shall  refund
to  Maker the amount of such excess or credit the amount of  such
excess  against the principal of this Note, and, in  such  event,
the  Holder shall not be subject to any penalties provided by any
laws  for  contracting  for, charging, or receiving  interest  in
excess of the Highest Lawful Rate.

     4.     Payments.
            --------

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

          (b)    Late Payment Charges.  If any amount of Interest,
                 --------------------  
     principal or any other charge or amount which becomes due and
     payable under this Note is not paid and received by the Holder
     within five business days after the date it first becomes due and
     payable, Maker shall pay to the Holder hereof a late payment
     charge in an amount equal to five percent (5%) of the full amount
     of such late payment, whether such late payment is received prior
     to or after the expiration of the ten-day cure period set forth
     in Section 8(a).  Maker recognizes that in the event any payment
     secured  hereby (other than the principal payment  due  upon
     maturity of the Note, whether by acceleration or otherwise) is
     not made when due, Holder will incur extra expenses in handling
     the delinquent payment, the exact amount of which is impossible
     to  ascertain, but that a charge of five percent (5%) of the
     amount of the delinquent payment would be a reasonable estimate
     of the expenses so incurred.  Therefore, if any such payment is
     not  received  when  due and payable,  Maker  shall  without
     prejudicing or affecting any other rights or remedies of the
     trustee under those certain Junior Deeds of Trust (or Junior
     Mortgages, or Junior Deeds to Secure Debt), Assignment of Leases
     and Rents, Security Agreement, Financing Statement and Fixture
     Filing of even date herewith or Holder pay to Holder to cover
     expenses incurred in handling the delinquent payment, an amount
     calculated at five percent (5%) of the amount of the delinquent
     payment.

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

           A  Yield Maintenance Premium in an amount equal to the
     grater  of  (A)  one percent (1.0%) of the principal  amount
     being  prepaid,  and  (B) the positive  excess  of  (1)  the
     present value ("PV") of all future installments of principal
     and  interest  due  pursuant to Section 4(a)  of  this  Note
                                     ------------
     absent  any  such prepayment including the principal  amount
     due  at  the Stated Maturity Date (collectively, "All Future
     Payments"),  discounted at an interest rate per annum  equal
     to the sum of (a) the Treasury Constant Maturity Yield Index
<PAGE>
     published during the second full week preceding the date  on
     which   such  Yield  Maintenance  Premium  is  payable   for
     instruments having a maturity coterminous with the remaining
     term  of  this Note, and (b) One Hundred Forty  (140)  basis
     points,  over  (2)  the then outstanding  principal  balance
     hereof immediately before such prepayment [(PV of All Future
     Payments)  (Principal balance at the time of  prepayment)  =
     Yield  Maintenance  Premium].  "Treasury  Constant  Maturity
     Yield Index" shall mean the average yield for "This Week" as
     reported  by  the  Federal Reserve Board in Federal  Reserve
     Statistical  Release H.15 (519).  If there  is  no  Treasury
     Constant  Maturity  Yield  Index for  instruments  having  a
     maturity  coterminous with the remaining term of this  Note,
     then  the index shall be equal to the weighted average yield
     to  maturity of the Treasury Constant Maturity Yield Indices
     with  maturities next longer and shorter than such remaining
     average  life to the maturity, calculated by averaging  (and
     rounding upward to the nearest 1/100 of 1% per annum, if the
     average  is not such a multiple) the yields of the  relevant
     Treasury  Constant  Maturity  Yield  Indices  (rounded,   if
     necessary,  to  the nearest 1/100 of 1% with any  figure  of
     1/200 of 1% or above rounded upward).  In the event that any
     Yield  Maintenance  Premium is due hereunder,  Holder  shall
     deliver  to  Maker a statement setting forth the amount  and
     determination of the Yield Maintenance Premium and, provided
     that  Holder  shall have in good faith applied  the  formula
     described above, Maker shall not have the right to challenge
     the  calculation or the method of calculation set  forth  in
     any  such statement in the absence of manifest error,  which
     calculation  may  be made by Holder on any  day  during  the
     thirty   (30)  day  period  preceding  the  date   of   such
     prepayment.   Holder shall not be obligated or  required  to
     have  actually reinvested the prepaid principal  balance  at
     the Treasury Constant Maturity Yield Index or otherwise as a
     condition  to  receiving the Yield Maintenance  Premium.  No
     Yield Maintenance Premium or premium shall be due or payable
     in  connection  with  any  prepayment  of  the  indebtedness
     evidenced by this Note made on or after any date after  July
     1,  2006.   In  addition to the aforesaid Yield  Maintenance
     Premium  if, upon any such prepayment (whether prior  to  or
     after  any  date that is after July 1, 2006,  the  aforesaid
     prior  written notice has not been received by  Holder,  the
     Yield  Maintenance Premium shall be increased by  an  amount
     equal  to  the  lesser  of (i) thirty  (30)  days'  unearned
     interest  computed in the outstanding principal  balance  of
     this Note, so prepaid and (ii) unearned interest computed on
     the  outstanding principal balance of this Note  so  prepaid
     for  the  period from, and including, the date of prepayment
     through the otherwise Stated Maturity Date of this Note.

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

                   Maker's Initials: /S/ MVS
                                    ---------

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

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

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

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

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

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

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

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

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

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

          (i)  Place of Business.  Maker is located at 715 South
               -----------------
     Country Club Drive, Mesa, AZ 85210, and that address is  its
     only place of business or its chief executive office.

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

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

          (b)    Financial Statements.  Deliver or cause to be delivered to
                 --------------------
     Holder, the Trustee and the Servicer:

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

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

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

          (c)    Inspection of Property; Books and Records; Discussions.
                 ------------------------------------------------------
     Keep proper books of record and account in which full, true and
     correct entries in conformity with GAAP and all Requirements of
     Law shall be made of all dealings and transactions in relation to
     its business and activities and, upon reasonable notice, permit
     representatives of Holder, the Trustee, and the Servicer  to
     examine and make abstracts from any of its books and records at
     any reasonable time and as often as may reasonably be desired by
     Holder, the Trustee or the Servicer and to discuss the business,
     operations, properties and financial and other conditions of
     Maker  with  officers and employees of Maker  and  with  its
<PAGE>
     independent certified public accountants.  In addition, on the
     last day of each calendar month on which an Interest payment is
     due, Maker shall furnish to Holder a certified statement  of
     operations of the Project for the calendar month in which such
     Interest payment is due, showing in reasonable detail and in a
     format approved by Holder the Gross Receipts, Operating Expenses,
     and Net Cash Flow, as well as (if required by Holder) all data
     necessary for the calculation of any such amounts.  Maker shall
     keep and maintain at all times full and accurate books of account
     and records adequate to correctly reflect all such amounts.  Such
     books and records shall be available for at least five (5) years
     after the end of the relevant calendar month.  Holder shall have
     the right to inspect, copy and audit such books of account and
     records at Holder's expense, during reasonable business hours,
     and upon reasonable notice to Maker, for the purpose of verifying
     the accuracy of any principal payments made.  The costs of any
     such audit will be paid by Holder, except that Maker shall pay
     all  reasonable costs and expenses of any such  audit  which
     discloses that any amount properly payable by Maker to Holder
     hereunder  exceeded by five percent (5%) or more the  amount
     actually paid and initially reported by Maker as being payable
     with respect thereto.

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

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

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

          (g)   INDEMNIFICATION.  INDEMNIFY  AND  HOLD  HARMLESS
                ---------------
     HOLDER AND ITS DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS AND
     AGENTS  (THE  "INDEMNIFIED PARTIES") FROM  AND  AGAINST  ALL
                    -------------------
     DAMAGES   AND   LIABILITIES  (COLLECTIVELY  AND   SEVERALLY,
     "LOSSES")  ASSESSED AGAINST ANY OF THEM RESULTING  FROM  THE
      ------
<PAGE>
     CLAIMS  OF ANY PARTY RELATING TO OR ARISING OUT OF THE  DEBT
     PAPERS OR THE TRANSACTIONS CONTEMPLATED THEREBY, EXCEPT  FOR
     LOSSES  CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
     OF  SUCH  INDEMNIFIED PARTY, AND REIMBURSE EACH  INDEMNIFIED
     PARTY FOR ANY EXPENSES (INCLUDING THE FEES AND DISBURSEMENTS
     OF LEGAL COUNSEL) REASONABLY INCURRED IN CONNECTION WITH THE
     INVESTIGATION OF, PREPARATION FOR OR DEFENSE OF  ANY  ACTUAL
     OR  THREATENED CLAIM, ACTION OR PROCEEDING ARISING THEREFROM
     (INCLUDING ANY SUCH COSTS OF RESPONDING TO DISCOVERY REQUEST
     OR  SUBPOENAS), REGARDLESS OF WHETHER HOLDER OR  SUCH  OTHER
     INDEMNIFIED  PERSON IS A PARTY THERETO.  WITHOUT  DEROGATING
     THE  PROVISIONS OF SECTION 20 BELOW, IT IS ACKNOWLEDGED  AND
                        ----------------
     AGREED  BY  MAKER  THAT THE INDEMNIFICATION  RIGHTS  OF  THE
     INDEMNIFIED  PARTIES  HEREUNDER  ARE  IN  ADDITION  TO   AND
     CUMULATIVE WITH ALL OTHER RIGHTS OF THE INDEMNIFIED PARTIES.
     WITH  REFERENCE TO THE PROVISIONS SET FORTH  ABOVE  IN  THIS
     SECTION  6(g)  FOR  PAYMENT  BY  MAKER  OF  ATTORNEYS'  FEES
     -------------
     INCURRED  BY THE INDEMNIFIED PARTIES IN ANY ACTION OR  CLAIM
     BROUGHT  BY  A  THIRD  PARTY,  MAKER  SHALL,  IF  IT  ADMITS
     LIABILITY  HEREUNDER  TO ANY INDEMNIFIED  PARTY,  DILIGENTLY
     DEFEND  SUCH  INDEMNIFIED PARTY AND DILIGENTLY  CONDUCT  THE
     DEFENSE.   IF  HOLDER  OR ANY OTHER SUCH  INDEMNIFIED  PARTY
     DESIRES TO ENGAGE SEPARATE COUNSEL, IT MAY DO SO AT ITS  OWN
     EXPENSE;  PROVIDED,  HOWEVER, THAT SUCH  LIMITATION  ON  THE
     OBLIGATION OF MAKER TO PAY THE FEES OF SEPARATE COUNSEL  FOR
     SUCH  INDEMNIFIED PARTY SHALL NOT APPLY IF SUCH  INDEMNIFIED
     PARTY  HAS  RETAINED  SAID SEPARATE  COUNSEL  BECAUSE  OF  A
     REASONABLE BELIEF THAT MAKER IS NOT DILIGENTLY DEFENDING  IT
     AND/OR NOT DILIGENTLY CONDUCTING THE DEFENSE AND SO NOTIFIES
     MAKER.   THE  OBLIGATIONS OF MAKER UNDER THIS  SECTION  6(g)
                                                    -------------
     SHALL   SURVIVE  REPAYMENT  IN  FULL  OF  THE   INDEBTEDNESS
     EVIDENCED HEREBY.  EXCEPT AS OTHERWISE PROVIDED, IT  IS  THE
     INTENT  OF  THIS SECTION 6(g) THAT THE MAKER SHALL INDEMNIFY
                      ------------
     AND  HOLD  HARMLESS  THE  INDEMNIFIED  PARTIES  FROM  LOSSES
     OCCASIONED  BY  THE  ACTS OR OMISSIONS,  INCLUDING,  WITHOUT
     LIMITATION, NEGLIGENCE, OF THE INDEMNIFIED PARTIES.

                   MAKER'S INITIALS /S/ MVS
                                    ------- 

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

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

          (i)    Management Agreement.  Cause or permit the Project to be
                 --------------------
     initially managed by a subsidiary of U-Haul International, Inc.
     and to be at all times managed by a nationally recognized self-
     storage  property management company (the "Project Manager")
                                                ---------------
     approved by the Holder, which Project Manager shall be employed
     pursuant to an agreement (the "Property Management Agreement")
                                    -----------------------------
     approved by the Holder.  In no event shall the fees paid (or
     required to be paid) to the Project Manager exceed six percent
     (6%) of Gross Receipts for any time period.  The Maker agrees,
     upon request of the Holder, to exercise its right to terminate
     any Project Manager upon the occurrence and continuance of (i) an
     Event of Default, (ii) a Sale of U-Haul International, Inc. or
     such Project Manager, (iii) a breach by such Project Manager of
     its respective Property Management Agreement, or (iv) the Net
     Cash Flow prior to subtracting Interest shall fall twenty percent
     (20%) or more for one complete Loan Year.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          (h)    The occurrence of a Event of Default under the Promissory
     Note evidencing the Senior Loan.

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

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

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

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

     12.    Waiver.
            ------

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

          (b)   No extension of the time for the payment of this
     Note or any payment becoming due or payable hereunder, which
     may  be  made by agreement with any Person now or  hereafter
     liable  for  the  payment  of this Note,  shall  operate  to
     release,  discharge, modify, change or affect  the  original
     liability  under this Note, either in whole or in  part,  of
     the Maker if it is not a party to such agreement.

          (c)   No delay in the exercise of any right or  remedy
     hereunder shall be deemed a waiver of such right or  remedy,
     nor  shall the exercise of any right or remedy be deemed  an
     election  of  remedies or a waiver of  any  other  right  or
<PAGE>
     remedy.   Without limiting the generality of the  foregoing,
     the   failure  of  the  Holder  hereof  promptly  after  the
     occurrence of any Event of Default hereunder to exercise its
     right   to  declare  the  indebtedness  remaining  unmatured
     hereunder  to  be  immediately due  and  payable  shall  not
     constitute  a  waiver  of such right  while  such  Event  of
     Default  continues nor a waiver of such right in  connection
     with  any  future  Event  of Default  on  the  part  of  the
     undersigned.

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

     14.    The Debt Papers.  This Note is unsecured.  The Senior Loan
            ---------------
is  secured  by,  inter alia, (i) certain  Deeds  of  Trust  (and
                  ----------
Mortgages,  and Deeds to Secure Debt), Assignment of  Leases  and
Rents,  Security  Agreement  and Financing  Statement,  made  and
granted  by  Maker to or for the benefit of Senior Holder,  which
creates  a  lien  on real estate in the Project  and  which  also
creates  a security interest in personal property located thereat
or  utilized  in  connection therewith; (ii) the  Assignment  and
Pledge  Agreement;  and  (iii) the Collection  Account  Agreement
(such  documents together with each and every additional document
or  instrument which may at any time be delivered to  the  Senior
Holder thereof as security for this Note, as any of the same  may
at  any  time  or  from  time to time  be  amended,  modified  or
restated,  and  together with all substitutions and  replacements
therefor,  are sometimes referred to collectively herein  as  the
"Security Documents").  Reference should be made to the  Mortgage
 ------------------
and  the  other  Security Documents for a  statement  of  certain
circumstances under which this Note may be accelerated and for  a
description of the property encumbered thereby and the nature and
extent   of  the  security  thereof.   This  Note,  the  Security
Documents and all other documents executed in connection with the
Note  and  the  Security  Documents  are  sometimes  referred  to
collectively  herein  as  the  "Debt  Papers".   This  Note,  the
                                ------------
Mortgage,  and  the  other  Debt  Papers  (if  any)  are   hereby
incorporated  by reference into this Note in their  entirety,  as
though  the  complete text of each of them were set out  in  full
here in the body of this Note.

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

     If to the Maker: Four SAC Self-Storage Corporation
                 a Nevada corporation
                 715 South Country Club Drive
                 Mesa, AZ 85210
<PAGE>

     If to the Holder:   Nationwide Commercial Co.
                 c/o Amerco
                 2721 North Central Avenue
                 Phoenix, Arizona 85004
                 Attention:  Donald Murney or
                             Treasurer

     with a copy to:  Nationwide Commercial Co.
                 c/o Amerco
                    2721 North Central Avenue
                    Phoenix, Arizona 85004
                    Attention:  Gary V. Klinefelter or
                                General Counsel

or  to  either  party at such other address in the 48  contiguous
continental United States of America as such party may  designate
as  its address for the receipt of notices hereunder in a written
notice duly given to the other party.

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

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

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

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

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

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

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

<PAGE>
   IN WITNESS WHEREOF, the undersigned has executed and delivered
this  Note, pursuant to proper authority duly granted, as of  the
date and year first above written.


          FOUR SAC SELF-STORAGE CORPORATION
          a Nevada corporation

          /S/ MARK V. SHOEN
          ------------------------
          Mark V. Shoen, President