<PAGE>
                                     SAC Holding Corporation Loan

                        PROMISSORY NOTE

$14,271,115.19                      dated as of February 27, 1997


     FOR VALUE RECEIVED, the undersigned SAC Holding 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 Fourteen Million  Two
Hundred  Seventy  One  Thousand One Hundred Fifteen  Dollars  and
Nineteen  Cents  ($14,271,115.19), 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   Three   SAC   Self-Storage
     Corporation,  Senior Holder, the Project  Manager  and   the
     Servicer.   The  Assignment and Pledge  Agreement  does  not
<PAGE>
     secure this Note.

          "Basic Interest":  shall have the meaning given it  in
           --------------
     Section 2(a) and 2(b) below.
     ------------     ----
          "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,
           ------------------------------------
     with  respect  to  any calendar month, the deposit  actually
     made by (or on behalf of) the Senior Holder into the Capital
     Expenditure Account pursuant to the terms of the  Collection
     Account  Agreement, which deposit shall  equal  to  one  and
     42/100ths (1.42) cents per calendar month multiplied by the
     square footage of all buildings and improvements on each  of
     the Mortgaged Properties.

          "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 Three SAC Self-Storage Corporation, the Senior Holder,
     the  Servicer,  and  the  Project Manager.   The  Collection
     Account Agreement does not secure this Note.

          "Debt   Papers":   shall  mean  the   documents   and
           -------------
     instruments included within the definition of the term "Debt
                                                             ----
     Papers"  as  provided in Section 14 below.  No  Debt  Papers
     ------                   ----------
     shall  take  any  security interest in any assets  owned  by
     Three SAC Self-Storage Corporation.

          "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
<PAGE>     
     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
     Three   SAC  Self-Storage  Corporation  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 Three SAC  Self-Storage
     Corporation's deposit 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 Three SAC Self-
     Storage  Corporation,  whether in the  form  of  a  loan  or
     equity, or any proceeds from any loan made to Three SAC Self-
     Storage  Corporation.  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
           ----
     $14,271,115.19 made by Payee to Maker and evidenced  by  the
     Note.
<PAGE>
          "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
     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.  The Mortgage does not secure this Note.
     --
          "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.
<PAGE>
          "Operating Expenses":  shall mean, for any period, all
           ------------------
     cash  expenditures  of  Three SAC  Self-Storage  Corporation
     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   Three  SAC  Self-Storage   Corporation,
     payments  to  Affiliates not permitted  under  Section  7(c)
                                                    -------------
     below,  any  payments made on the Loan  or  any  other  loan
     obtained by Three SAC Self-Storage Corporation, 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
<PAGE>
     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 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 Three SAC Self-Storage Corporation.

          "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 lender under the Senior Loan.

          "Senior  Loan":  shall mean that certain loan  in  the
           ------------
     amount of $86,000,000 made by the Senior Lender to the Three
     SAC Self-Storage Corporation.

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

          "Stated Maturity Date":  shall mean June 30, 2021.
           --------------------

          "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
<PAGE>
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)    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).  Any reference to any Senior Debt Papers
     are solely for the purpose of computing amounts due hereunder and
     shall not be construed to give Payee any rights in and to the
     Senior Debt Papers or any rights against Three SAC Self-Storage
     Corporation.

          (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.
<PAGE>

          (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
     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 cause Three
     SAC Self-Storage Corporation to 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
     cause Three SAC Self-Storage Corporation 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.
<PAGE>

          (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
     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.
<PAGE>

                (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"
                                            --------------------
     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
<PAGE>
     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
     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.
<PAGE>
               (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
     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
<PAGE>
     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
     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.
<PAGE>
           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
     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
<PAGE>
     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
     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)    [Intentionally omitted].

          (f)    [Intentionally omitted].

          (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)    [Intentionally omitted].

          (i)    [Intentionally omitted].
<PAGE>

          (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.

          (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
     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
<PAGE>
     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
      ------
     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
<PAGE>
     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.

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

          (i)    [Intentionally omitted].

     7.     Negative Covenants.  Maker hereby agrees that, as long as
            ------------------
any  indebtedness under the Note remains unpaid, Maker shall not,
directly or indirectly:
<PAGE>
          (a)    Indebtedness.  Create, incur or assume any Indebtedness
                 ------------  
     except for: (i) the Loan; and (ii) 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)    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.

          (e)    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.

          (f)    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.

          (g)    No Joint Venture.  Engage in a joint venture or become a
                 ----------------
     partner with any other Person.
<PAGE>
     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;

          (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)    [Intentionally omitted].

          (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
<PAGE>
     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
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,
<PAGE>
     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 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 Dept Papers.  This Note is unsecured.
            ---------------

     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: SAC Holding 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.


          SAC HOLDING CORPORATION
          a Nevada corporation

          /S/ MARK V. SHOEN
          -----------------------
          Mark V. Shoen, President
<PAGE>

                        Addendum to Note

      Notwithstanding anything to the contrary set forth in  this
Note, this Note is not indebtedness of and is not directly and/or
indirectly  secured  by any collateral or property  owned  and/or
operated  by  Three SAC Self-Storage Corporation  ("Three  SAC").
This  Note  is  and shall remain debt of SAC Holding Corporation,
the  holding  company  of  Three SAC.  The  undersigned  and  all
successors and assigns of the undersigned who may at any time own
all  or  any part of the capital stock of Three SAC covenant  and
agree  that so long as all or any part of that certain Promissory
Note  in the amount of $86,000,000 dated as of June 26, 1996 from
Three  SAC to Nationwide Commercial Co., as amended (the "Note"),
shall  remain  outstanding  that the  undersigned  and  all  such
successors  and  assigns shall cause Three  SAC  to  comply  with
Section   7(a)   (Indebtedness)  of  the   Note   regarding   the
restrictions  on the indebtedness of Three SAC.  The  Undersigned
and its successors and assigns shall not take any action pursuant
to  this Note which shall or could cause a default or an Event of
Default  under any of the Senior Debt Papers.  This  Addendum  to
Note shall survive the satisfaction and/or release of this Note.



                                   SAC HOLDING CORPORATION

                                   By:   /S/ MARK V. SHOEN
                                      ---------------------
                                   Name: MARK V. SHOEN
                                        -------------------
                                   Title:  PRESIDENT
                                         ------------------
                                   Duly Authorized