THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
      SECURITIES LAWS OF ANY STATE AND MAY TO THE EXTENT THAT SUCH ACT APPLIES TO
      A
      TRANSFER OR DISPOSAL, NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
      STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. 

    


    GFN
      NORTH AMERICA CORP.

     

    8%
      SUBORDINATED PROMISSORY NOTE

    

      
        	
                $1,500,000.00

              	
                Los
                  Angeles, California

              
	 	
                October
                  1, 2008

              


      

    

     

    FOR
      VALUE
      RECEIVED, GFN NORTH AMERICA CORP., a Delaware corporation (the "Maker),
      hereby
      promises to pay to the order of D. E. SHAW LAMINAR
      PORTFOLIOS, L.L.C.,
      a
      Delaware limited liability company ("D.
      E. Shaw"),
      or
      its registered assigns (along with D. E. Shaw, each a "Holder"),
      on
      the date which is twenty (20) months after the date hereof (the “Maturity
      Date”)
      the
      principal sum of $1,500,000.00, or in the case of a prepayment, such portion
      thereof being prepaid, with interest thereon from time to time as provided
      herein. 

     

    This
      8%
      Subordinated Promissory Note (this “Note”)
      is the
      unsecured promissory note of Maker referred to in that certain Agreement and
      Plan of Merger (the "Merger
      Agreement")
      dated
      as of date hereof by and among the General Finance Corporation, a Delaware
      corporation (“General
      Finance”),
      Maker, Pac-Van, Inc., an Indiana corporation (“Pac-Van”),
      Mobile Office Acquisition Corp., a Delaware corporation (“MOAC”),
      and
      certain stockholders of MOAC, and is subject to the provisions of the Merger
      Agreement. Capitalized terms used herein without definition are used herein
      with
      the meanings ascribed to such terms in the Merger Agreement. The acceptance
      of
      this Note by Holder is subject to the execution and delivery to Holder of (i)
      a
      guaranty, at the option of General Finance, of either General Finance or the
      Surviving Corporation, with terms reasonably acceptable to Holder and Maker,
      (ii) a subordination agreement with the lenders under the Credit Facility and
      the Senior Subordinated Loan (the “Lenders”)
      mutually satisfactory to the Lenders, Holder and Maker and (ii) terms in the
      Credit Facility and Senior Subordinated Loan permitting the indebtedness under
      this Note and permitting the payments required hereunder on terms mutually
      satisfactory to the Lenders, Holder and Maker.

     

    1. Interest.

     

    (a) Subject
      to Section
      1(b)
      hereof,
      the Maker promises to pay interest in cash on the principal amount of this
      Note
      from time to time outstanding (the “Principal
      Amount”)
      at the
      per annum rate equal to eight percent (8%) (the "Scheduled
      Interest Rate").
      All
      accrued interest payable pursuant to this Section
      1(a)
      shall be
      due and payable semi-annually in arrears or, if any such date shall be a
      Saturday, Sunday or other day on which banks located in Los Angeles, California
      are authorized or required by law to close (a “Business
      Day”),
      on
      the next succeeding Business Day to occur after such date (the "Interest
      Payment Date"),
      beginning six months after the date of this Note, and shall be paid in
      immediately available funds to an account designated by the Holder. All interest
      payable pursuant to this Section
      1(a)
      shall
      accrue and be paid in United States dollars.


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    


    (b) Upon
      the
      occurrence of any of the following (each an “Event
      of Default”)
      (i)
      Maker fails to make any payment of principal as and when due (whether at the
      Maturity Date, upon acceleration or required prepayment or otherwise) or (ii)
      Maker fails to make any payment of interest, premium, if any, fees, costs,
      expenses or other amounts due hereunder within three (3) Business Days after
      the
      date when due, then Maker shall pay interest on the unpaid principal balance
      of
      and accrued and unpaid interest on this Note at a rate per annum (the
      "Default
      Rate")
      equal
      to twelve (12%) from the date that an Event of Default commences until such
      time
      as such Event of Default is cured or waived; provided, however, in the case
      of
      an Event of Default under clause (i) the Default Rate shall be equal to fourteen
      percent (14%).

     

    (c) Interest
      payable under this Note shall accrue from and including the date of issuance
      through and until repayment of the principal and payment of all accrued interest
      and premium, if any, in full. All interest payable under this Note shall accrue
      on a semi-annual basis and be computed on the basis of a three hundred sixty
      (360)-day year of twelve (12) thirty (30)-day months. 

     

    2. Prepayments.
      

     

    (a) Maker
      may
      prepay the unpaid principal balance of this Note at any time. Any prepayment
      of
      this Note under this Section
      3
      shall
      also include all accrued and unpaid interest on the outstanding principal
      balance of this Note through and including the date of prepayment.

     

    (b) 
      If any
      of the following conditions occurs and is continuing, the Holder, by notice
      to
      Maker, may declare the principal of and accrued interest on the Note to be
      immediately due and payable: (i) General Finance shall cease to own and control
      at least 100% of all of the outstanding equity, shares, stock, interests,
      participations or other equivalents (however designated, whether voting or
      non-voting or convertible) of Maker’s capital, whether now outstanding or issued
      or acquired after the Closing Date, including common shares, preferred shares,
      membership interests in a limited liability company, limited or general
      partnership interests in a partnership, interests in a trust, units, interests
      in other unincorporated organizations or any other equivalent of such ownership
      interest (collectively, “Capital
      Securities”);
      (ii)
      Maker shall cease to, directly or indirectly, own and control 100% of each
      class
      of the outstanding Capital Securities of each of its subsidiaries, including
      Pac-Van; (iii) the sale or transfer (via merger, consolidation or otherwise)
      of
      all or substantially all of the assets of Maker or Pac-Van; (iv) the sale,
      in
      one transaction or in a series of transactions, of General Finance to an
      independent third party or group of independent third parties pursuant to which
      such party or parties acquire equity securities of General Finance representing
      more than 50% voting power of all outstanding equity securities;(v) any Change
      of Control (as defined under the Credit Facility, as amended from time to time)
      occurs; (vi) any "person" or "group" (as such terms are used in Sections 13(d)
      and 14(d) of the Securities Exchange Act of 1934, but excluding any employee
      benefit plan of such person or its subsidiaries, and any person or entity acting
      in its capacity as trustee, agent or other fiduciary or administrator of any
      such plan) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5
      under the Securities Exchange Act of 1934, except that a person or group shall
      be deemed to have "beneficial ownership" of all Capital Securities that such
      person or group has the right to acquire, whether such right is exercisable
      immediately or only after the passage of time (such right, an "option right")),
      directly or indirectly, of 50.1% or more of the Capital Securities of General
      Finance entitled to vote for members of the board of directors or equivalent
      governing body of General Finance on a fully diluted basis (and taking into
      account all such securities that such person or group has the right to acquire
      pursuant to any option right); (vii) during any period of 24 consecutive months,
      a majority of the members of the board of directors or other equivalent
      governing body of General Finance cease to be composed of individuals (a) who
      were members of that board or equivalent governing body on the first day of
      such
      period, (b) whose election or nomination to that board or equivalent governing
      body was approved by individuals referred to in clause (a) above constituting
      at
      the time of such election or nomination at least a majority of that board or
      equivalent governing body or (c) whose election or nomination to that board
      or
      other equivalent governing body was approved by individuals referred to in
      clauses (a) and (b) above constituting at the time of such election or
      nomination at least a majority of that board or equivalent governing body
      (excluding, in the case of both clause (b) and clause (c), any individual whose
      initial nomination for, or assumption of office as, a member of that board
      or
      equivalent governing body occurs as a result of an actual or threatened
      solicitation of proxies or consents for the election or removal of one or more
      directors by any person or group other than a solicitation for the election
      of
      one or more directors by or on behalf of the board of directors); or (vii)
      any
      person or two or more persons acting in concert shall have acquired by contract
      or otherwise, or shall have entered into a contract or arrangement that, upon
      consummation thereof, will result in its or their acquisition of the power
      to
      exercise, directly or indirectly, a controlling influence over the management
      or
      policies of General Finance, or control over the voting stock of General Finance
      on a fully-diluted basis (and taking into account all such voting stock that
      such Person or group has the right to acquire pursuant to any option right)
      representing 50.1% or more of the combined voting power of such voting
      stock.


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    3. Security.
      The
      obligations of Maker to Holder existing under this Note are
      unsecured.

     

    4. Manner
      of Payment.
      Payments of principal, interest and other amounts due under this Note shall
      be
      made no later than 12:00 p.m. (noon) (Los Angeles time) on the date when due
      and
      in lawful money of the United States of America (by wire transfer in funds
      immediately available at the place of payment) to such account as the Holder
      may
      designate in writing to the Maker. Any payments received after 12:00 p.m. (noon)
      (Los Angeles time) shall be deemed to have been received on the next succeeding
      Business Day. Any payments due hereunder which are due on a day which is not
      a
      Business Day shall be payable on the first succeeding Business Day and such
      extension of time shall be included in the computation.

     

    5. Maximum
      Lawful Rate of Interest.
      The
      rate of interest payable under this Note shall in no event exceed the maximum
      rate permissible under applicable law. If the rate of interest payable on this
      Note at any time exceeds the maximum rate permitted under applicable law, then
      the rate provided for in this Note shall be increased to the maximum rate
      provided for under applicable law for such period as is required so that the
      total amount of interest received by the Holder is that which would have been
      received by the Holder but for the operation of the first sentence of this
      Section
      5.

     

    6. Maker's
      Waivers; Assignment and Transfer.
      Maker
      hereby waives presentment for payment, demand, protest, notice of protest and
      notice of dishonor hereof, and all other notices of any kind to which it may
      be
      entitled under applicable law or otherwise. Holder may transfer all or any
      portion of this Note to any Affiliate without the consent of Maker and, after
      an
      Event of Default occurs, Holder may transfer all or any portion of this Note
      to
      any Person that is not a competitor of the Maker or an Affiliate of a competitor
      of the Maker. Subject to the prior sentence, without the prior written consent
      of Maker, which shall not to be unreasonably withheld, Holder shall not assign
      or transfer to one or more Persons all or any portion of this Note or any
      portion thereof or any rights hereunder. Upon surrender of this Note at Maker's
      principal executive office for registration of any such assignment or transfer,
      accompanied by a duly executed instrument of transfer, Maker shall, at its
      expense and within three (3) Business Days of such surrender, execute and
      deliver one or more new notes of like tenor in the requested principal
      denominations and in the name of the assignee or assignees and bearing the
      legend set forth on the face of this Note, and this Note shall promptly be
      canceled. 

     

    7. Costs
      of Collection.
      The
      Maker agrees to pay all costs and expenses, including the reasonable fees and
      expenses of any attorneys, accountants and other experts retained by the Holder,
      which are expended or incurred by the Holder following an Event of Default
      in
      connection with the enforcement of this Note or the collection of any sums
      due
      hereunder whether or not suit is commenced.  


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    8. Extension
      of Time.
      Holder,
      at its option, may extend the time for payment of this Note, postpone the
      enforcement hereof, or grant any other waiver without affecting Holder's right
      to recourse against the Borrower, which right is expressly
      reserved.

     

    9. GOVERNING
      LAW.
      THIS
      NOTE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
      THE
      LAWS OF THE STATE OF DELAWARE. 

     

    10. Choice
      of Jurisdiction.
      The
      Maker hereby consents and agrees that all actions, suits or other proceedings
      arising under or in connection with this Note or any other related document
      shall be finally settled by arbitration pursuant to Section 9.16 of the Merger
      Agreement. The arbitration shall be conducted in Los Angeles, California.


     

    11. WAIVER
      OF JURY TRIAL.
      MAKER
      AND HOLDER HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR
      OTHER PROCEEDING BROUGHT TO RESOLVE ANY CLAIM, CONTROVERSY OR DISPUTE ARISING
      UNDER OR RELATING TO THIS NOTE, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION,
      SUIT OR OTHER PROCEEDING.

     

    12. Severability.
      If any
      one or more of the provisions contained herein, or the application thereof
      in
      any circumstance, is held invalid, illegal or unenforceable in any respect
      for
      any reason, the validity, legality and enforceability of any such provision
      in
      every other respect and of the remaining provisions hereof shall not be in
      any
      way impaired, unless the provisions held invalid, illegal or unenforceable
      substantially impair the benefits of the remaining provisions
      hereof.

     

    13. Headings.
      The
      headings in this Note are for convenience of reference only and shall not limit
      or otherwise affect the meaning hereof.

    


    IN
      WITNESS WHEREOF, this Subordinated Promissory Note is executed as of the date
      first above written.

     

    
      	 	
              GFN
                NORTH AMERICA CORP.,

              a
                Delaware corporation

            
	 	 	 
	 	
              By

            	/s/
              Christopher A. Wilson
	 	
              Name:

              Title:

            	
                 
                 Christopher A. Wilson 

                 
                 Secretary

            


    


    
      
        
        

      

      
        -4-