PLEDGE AGREEMENT



                  THIS PLEDGE AGREEMENT (this "Agreement") is made and entered

into as of February 11, 2002 by MOBILE MINI, INC., a Delaware corporation,

MOBILE MINI I, INC., an Arizona corporation, MOBILE MINI HOLDINGS, INC., a

Delaware corporation, DELIVERY DESIGN SYSTEMS, INC., an Arizona corporation,

MOBILE MINI, LLC, a Delaware limited liability company, MOBILE MINI, LLC, a

California limited liability company, MOBILE MINI OF OHIO, LLC, a Delaware

limited liability company, and MOBILE MINI TEXAS LIMITED PARTNERSHIP, LLP, a

Texas limited liability partnership (collectively, the "Pledgors", and each a

"Pledgor") in favor of FLEET CAPITAL CORPORATION, a Rhode Island corporation

with an office at 15260 Ventura Boulevard, Suite 400, Sherman Oaks, California

91403, for itself and as agent (the "Agent") for the financial institutions and

their successors and assigns (the "Lenders") which are or may hereafter become

parties to the Loan Agreement (as defined below).



                                 R E C I T A L S



                  WHEREAS, each Pledgor listed on Schedule I hereto is the owner

of the outstanding shares of stock or other equity interests (the "Pledged

Shares") set forth on Schedule I hereto, of each of the subsidiaries of such

Pledgor listed on Schedule I hereto (the "Issuers"); and



                  WHEREAS, each Pledgor may from time to time enter into certain

lease and rental agreements with various customers (collectively, the "Lessees")

whereby such Pledgor leases various types of storage containers or trailers to

such Lessees (collectively, the "Rental Agreements"); and



                  WHEREAS, the Borrower desires to obtain a revolving credit

facility from the Lenders for the purposes described in the Loan and Security

Agreement, dated as of February 11, 2002, among the Borrower, the Agent, and the

Lenders (as amended or otherwise modified from time to time, the "Loan

Agreement"). Capitalized terms used herein and not otherwise defined herein

shall have the meanings given to such terms in the Loan Agreement; and



                  WHEREAS, the Agent and the Lenders have required, as a

condition to their entering into the Loan Agreement, that each Pledgor (i)

pledge to the Agent, and grant to the Agent a security interest in, the Pledged

Collateral (defined below) and (ii) execute and deliver this Agreement in order

to secure the payment and performance by the Borrower of the Obligations.



                  NOW THEREFORE, in consideration of the premises and in order

to induce the Lenders to make Loans to the Borrower and participate in Letters

of Credit, each Pledgor hereby agrees with the Agent for its benefit and the

ratable benefit of the Lenders as follows:



                                A G R E E M E N T



                                      Pg.1

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                           1.       PLEDGE. Each Pledgor hereby pledges to the

Agent, and grants to the Agent a continuing first priority and perfected

security interest in, the following (the "Pledged Collateral"):



                                    (a)      the Pledged Shares and the

certificates representing the Pledged Shares, and all products and proceeds of

any of the Pledged Shares including, without limitation, all dividends, cash,

instruments, subscriptions, warrants and other rights and options and other

property from time to time received, receivable or otherwise distributed in

respect of or in exchange for any or all of the Pledged Shares;



                                    (b)      all additional shares of stock of,

or equity interest in, any of the Subsidiaries of such Pledgor from time to time

acquired by such Pledgor in any manner, and the certificates representing such

additional shares (any such additional shares shall constitute part of the

Pledged Shares under and as defined in this Agreement), and all products and

proceeds of any of such additional Pledged Shares, including, without

limitation, all dividends, cash, instruments, subscriptions, warrants and any

other rights and options and other property from time to time received,

receivable or otherwise distributed in respect of or in exchange for any or all

of such additional Pledged Shares;



                                    (c)      the Rental Agreements and the

chattel paper, instruments and documents representing, constituting, or relating

to the Rental Agreements, and all products and proceeds of the foregoing,

including, without limitation, all interest and rental payments, instruments,

and other property from time to time received, receivable or otherwise

distributed in respect of or in exchange for the Rental Agreements;



                                    (d)      all promissory notes evidencing

indebtedness of Borrower or any Subsidiary of Borrower to such Pledgor;



                                    (e)      all additional promissory notes,

security agreements, chattel paper, instruments and documents from time to time

held by such Pledgor in any manner, and all products and proceeds of the

foregoing, including, without limitation, all interest and principal payments,

instruments, and other property from time to time received, receivable or

otherwise distributed in respect of or in exchange for any such additional

promissory notes, instruments and documents, provided, however, that such

Pledgor need not deliver such promissory notes or instruments to Agent if the

aggregate principal amount of such promissory notes and instruments,

collectively, does not exceed One Hundred Thousand Dollars ($100,000); and



                                    (f)      all other claims of any kind or

nature and any instruments, certificates, chattel paper or other writings

evidencing such claims, whether in contract or tort and whether arising by

operation of law, consensual agreement or otherwise, at any time acquired by

such Pledgor against any Subsidiary of such Pledgor.



                  2.       SECURITY FOR OBLIGATIONS. This Agreement secures the

payment and performance of all of the Obligations of the Borrower to Agent and

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