MOBILE MINI INC, S-2, 1999-04-12

MOBILE MINI INC
S-2, 1999-04-12
FABRICATED PLATE WORK (BOILER SHOPS)

Previous: MOBILE MINI INC, 8-K, 1999-04-12

Next: CENTURY CASINOS INC, 4, 1999-04-12

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 12, 1999

REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------

MOBILE MINI, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 7359 86-0748362
(STATE OF INCORPORATION) (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

1834 WEST THIRD STREET
TEMPE, ARIZONA 85281
(602) 894-6311
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
LAWRENCE TRACHTENBERG
EXECUTIVE VICE PRESIDENT
1834 WEST THIRD STREET
TEMPE, ARIZONA 85281
(602) 894-6311
(NAME, ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
WITH COPIES TO

<TABLE>
<S> <C>
JOSEPH P. RICHARDSON RICHARD C. TILGHMAN, JR.
SHAWN E. SHEARER WM. DAVID CHALK
BRYAN CAVE LLP PIPER & MARBURY L.L.P.
TWO NORTH CENTRAL AVENUE, SUITE 2200 36 SOUTH CHARLES STREET
PHOENIX, ARIZONA 85004 BALTIMORE, MARYLAND 21201
TELEPHONE: (602) 364-7000 TELEPHONE: (410) 539-2530
FAX: (602) 364-7070 FAX: (410) 539-0489
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this form, check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement of the same offering. [ ]
- ------------------------

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ------------------------

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ------------------------

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM MAXIMUM AMOUNT
AMOUNT TO BE OFFERING PRICE OF AGGREGATE OFFERING
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share.............................. 3,565,000 $12.6875 $45,230,938 $12,574
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes 465,000 shares that the underwriters have the option to purchase
solely to cover over-allotments, if any.

(2) Estimated solely for purposes of computing the amount of the registration
fee pursuant to Rule 457 under the Securities Act.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION
, 1999

3,100,000 SHARES

MOBILE MINI, INC.
COMMON STOCK

------------------------

Mobile Mini is a leading provider of portable storage solutions. We are
offering 2,500,000 shares, and the selling stockholders are offering 600,000
shares.

Our common stock is traded on the Nasdaq National Market under the symbol
"MINI". On April 9, 1999, the last reported sale price of our common stock on
the Nasdaq National Market was $12.6875 per share.

INVESTING IN OUR COMMON STOCK INVOLVES VARIOUS RISKS. PLEASE READ THE RISK
FACTORS BEGINNING ON PAGE 7 BEFORE MAKING A DECISION TO INVEST IN OUR COMMON
STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<TABLE>
<CAPTION>
PER SHARE TOTAL
--------- -----
<S> <C> <C>
Public offering price....................................... $ $
Underwriting discounts and commissions...................... $ $
Proceeds, before expenses, to Mobile Mini................... $ $
Proceeds to selling stockholders............................ $ $
</TABLE>

------------------------

Mobile Mini has granted the underwriters an option to purchase up to an
additional 465,000 shares of common stock at the public offering price to cover
any over-allotments.

The underwriters are severally underwriting the shares being offered. The
underwriters expect to deliver the shares being offered against payment in
Baltimore, Maryland on , 1999.

BT ALEX. BROWN A.G. EDWARDS & SONS, INC.

MORGAN KEEGAN & COMPANY, INC.

PEACOCK, HISLOP, STALEY & GIVEN, INC.

, 1999
<PAGE> 3

PROSPECTUS INSIDE FRONT COVER

MOBILE MINI, INC.

[MAP]
<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Summary..................................................... 3
Risk Factors................................................ 7
Use of Proceeds............................................. 12
Price Range of Common Stock and Dividend Policy............. 12
Capitalization.............................................. 13
Selected Consolidated Financial Data........................ 14
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 16
Business.................................................... 23
Management.................................................. 31
Principal and Selling Stockholders.......................... 33
Description of Common Stock and Other Securities............ 35
Plan of Distribution........................................ 37
Validity of the Shares...................................... 38
Experts..................................................... 38
Where You Can Get Additional Information.................... 38
Incorporation of Certain Documents by Reference............. 39
Index to Financial Statements............................... F-1
</TABLE>
<PAGE> 5

SUMMARY

The following summary highlights selected information from this prospectus
and may not include all of the information that is important to you. To more
fully understand our business and this offering, you should read the entire
prospectus carefully, including the risk factors and our financial statements
and related notes which begin on page F-1.

MOBILE MINI, INC.

OUR BUSINESS

We believe we are the nation's largest provider of portable storage
solutions through our lease fleet of over 26,000 portable storage units. We
currently operate 13 branches located in seven southwestern and western states.
Our portable storage products offer secure, temporary storage with immediate
access. We have a diversified customer base of over 28,000 retailers, small and
large businesses, construction companies, schools, governmental entities and
homeowners. Our customers use our products for a wide variety of applications,
including the storage of retail and manufacturing inventory, construction
materials and equipment, documents and records and household goods. We obtain
our portable storage units by purchasing used ocean-going containers (ISOs),
which we refurbish and modify, and by manufacturing our own units. We offer a
wide range of products in varying lengths and widths with an assortment of
customized features such as our patented security system, multiple doors,
electrical wiring and shelving. We believe we offer superior, differentiated
products and the broadest range of portable storage products in the industry.

OUR MARKET OPPORTUNITY

The portable storage industry is evolving and is currently highly
fragmented with no national service provider. We believe this industry will
continue to expand as the advantages of portable storage become more widely
known. Portable storage brings the storage solution to the customer's location
and addresses the need for secure, temporary storage with immediate access. Our
portable storage products are primarily used by businesses rather than
consumers. We believe that there are many markets in the United States where
demand for portable storage products is underdeveloped and underserved. Many
existing industry participants provide portable storage through unimproved
ocean-going shipping containers or old over-the-road trailers. We believe our
superior products and our professional, service-oriented approach allow us to
both capture market share and expand market awareness of portable storage
solutions when we enter a new market. Our goal is to become the leading national
provider of portable storage.

OUR LEASING FOCUS

In 1996, we initiated a strategy of focusing on leasing instead of selling
our portable storage units. Since then, we have increased our lease fleet by
14,600 units, or approximately 128%. We initiated this strategic shift because
we believe leasing allows us to achieve strong growth, improved profitability
and increased predictability of our business. We believe our leasing model is
highly attractive because portable storage units:

- Provide predictable, recurring revenues from leases with an average
duration of 20 months

- Have average monthly rental rates which recoup our unit investment in 26
months

- Have useful lives exceeding 20 years, low maintenance and high residual
values

- Produce incremental leasing operating margins above 60%

As a result of shifting our focus to leasing, we have achieved substantial
increases in both revenues and profitability. In the past three years, our
leasing revenues have increased from $15.5 million to $36.5 million, and we have
achieved internal growth exceeding 30% compounded annually.

3
<PAGE> 6

. Over the same period, we have increased our operating income from $4.6 million
to $13.3 million and improved our operating margin from 11.4% to 25.3%.

We believe that our competitive strengths and growth strategy, as outlined
below, will help us achieve our goal of becoming the leading national provider
of portable storage.

OUR COMPETITIVE STRENGTHS

Market Leadership. We are the largest provider of portable storage
solutions in most of our markets. We believe we are creating brand awareness and
that "Mobile Mini" is associated with high quality portable storage products and
superior customer service.

Superior, Differentiated Products. We offer the industry's broadest range
of portable storage products with many customized features which differentiate
our products from those of our competition.

Customer Service Focus. We believe the portable storage industry is highly
service intensive and essentially local. Our entire organization is focused on
providing high levels of customer service and our salespeople work out of our
branch locations to better understand local market needs.

Diverse Customer Base. We have more than 28,000 customers across a wide
range of industries. We believe this diversity reduces our susceptibility to
economic downturns in our markets or in any of the industries in which our
customers operate. Our diverse customer base also demonstrates the broad
applications for our products and our opportunity to create future demand
through target marketing.

Flexibility Afforded by Manufacturing. Our manufacturing capability allows
us to offer a wide range of products and features and to develop new product
applications. It also provides us with an additional supply of units in addition
to ocean shipping containers.

OUR GROWTH STRATEGY

Focus on Core Portable Storage Leasing Business. We will continue to focus
on growing our core leasing business and lease fleet as they produce
predictable, recurring revenues and high operating margins.

Increase Penetration of Existing Markets. We have been able to generate
strong internal growth from our existing markets through aggressive marketing
and lease fleet growth. We believe that by increasing awareness of the benefits
of portable storage, we can continue to increase leasing revenues in our
existing markets.

Accelerate Branch Expansion. We believe our branch model can be introduced
to many more markets throughout the United States. In 1998, we opened four new
branches, three of which were through acquisitions. We intend to accelerate our
branch openings to capitalize on our market opportunity.

Develop New Products. We have historically been able to introduce new
products and features that expand the applications and overall market for our
storage products. Recent examples include our 10-foot wide unit, which provides
40% more usable storage space than a standard eight-foot wide unit, and our new
records storage unit, which provides an accessible alternative to traditional
document storage facilities.

------------------------

Our principal executive offices are located at 1834 West Third Street,
Tempe, Arizona 85281, and our telephone number is (480) 894-6311.

4
<PAGE> 7

RECENT DEVELOPMENTS

National Security Containers, L.L.C. Acquisition.

On April 3, 1999, we entered into an agreement to acquire substantially all
of the assets of National Security Containers, L.L.C., a portable storage
leasing company, for total consideration of $25.5 million. The closing of this
acquisition is subject to a number of conditions but is expected to close before
the end of April 1999. At the closing of this acquisition, we will pay $17.5
million in cash and issue shares of our redeemable Series B convertible
preferred stock valued at $8 million. However, if this offering is completed
prior to the closing of the acquisition, we will pay a total of $25.5 million in
cash and will not issue the preferred stock. Closing of the National Security
Containers acquisition is not subject to this offering.

National Security Containers leases portable storage units from its nine
branches in Phoenix, Tucson, Dallas, San Antonio, Houston, Memphis, New Orleans,
Denver and Colorado Springs. We have branches in six of these nine cities, and
over time, we plan to integrate National Security Containers' operations with
our existing branches in those cities. Through this acquisition, we will enter
three new markets: Colorado Springs, Memphis and New Orleans. For the nine month
period from April 1, 1998 to December 31, 1998, National Security Containers had
revenues of about $7 million and operating income of about $1.8 million.

Tulsa Branch.

On March 31, 1999, we opened a start-up branch in Tulsa, Oklahoma.

Increase in Credit Facility.

Effective April 1, 1999, we amended our revolving credit facility to
increase the maximum amount we can borrow from $75 million to $90 million.

THE OFFERING

The following table, and similar information throughout this prospectus
relating to shares to be outstanding after this offering, assumes that the
underwriters do not exercise the option we granted them to purchase up to
465,000 additional shares:

<TABLE>
<S> <C>
Common stock offered by Mobile Mini..................... 2,500,000 shares
Common stock offered by selling stockholders............ 600,000 shares
Common stock to be outstanding after this offering...... 10,670,451 shares(1)
Use of proceeds......................................... We intend to use the net proceeds of this
offering to fund fleet and branch
expansion, for working capital and to pay a
portion of the purchase price in our
pending acquisition of the assets of
National Security Containers, L.L.C.
Pending these uses, we will use the net
proceeds to reduce borrowings outstanding
under our credit facility. We will not
receive any proceeds from the shares
offered by the selling stockholders.
Nasdaq National Market symbol........................... MINI
</TABLE>

- ---------------
(1) Excludes 912,750 shares of common stock issuable upon exercise of options
outstanding on March 31, 1998, with a weighted average exercise price of
$6.06 per share. Also excludes 182,625 shares of common stock issuable upon
exercise of warrants outstanding on March 31, 1998, with an exercise price
of $5.00 per share.

5
<PAGE> 8

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------
1994 1995 1996 1997 1998
------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Revenues:
Leasing.......................... $9,603 $15,461 $17,876 $24,870 $36,461
Sales............................ 18,481 24,265 23,619 20,528 15,623
Other............................ 266 458 931 685 593
------ ------- ------- ------- -------
Total revenues.............. 28,350 40,184 42,426 46,083 52,677
Income from operations.............. 2,959 4,585 4,743 8,698 13,338
Income before extraordinary item.... 956 777 480 2,200 4,484
Net income (loss) available to
common shareholders.............. 956 (473)(1) 70 2,200 4,484
Diluted net income (loss) per
share............................ $ 0.21 $ (0.10) $ 0.01 $ 0.32 $ 0.53
====== ======= ======= ======= =======
Diluted weighted average shares
outstanding...................... 4,497 4,835 6,744 6,800 8,417

OPERATING DATA:
Lease fleet units (at year end)..... 8,641 11,295 13,600 18,051 25,768
Lease fleet utilization............. 89.6% 91.4% 89.7% 85.7% 87.0%
Number of branches (at year end).... 6 8 8 8 12
Operating margin.................... 10.4% 11.4% 12.8%(2) 18.9% 25.3%
</TABLE>

<TABLE>
<CAPTION>
AT DECEMBER 31, 1998
--------------------------
ACTUAL AS ADJUSTED(3)
-------- --------------
<S> <C> <C>
BALANCE SHEET DATA:
Lease fleet, net.......................................... $ 76,590 $ 76,590
Total assets.............................................. 116,790 116,790
Total debt................................................ 71,900 42,434
Stockholders' equity...................................... 29,872 59,338
</TABLE>

- ---------------
(1) After a $1,250,000 imputed dividend paid to preferred stockholders in 1995.
In 1996, this preferred stock was converted to 1,904,324 shares of common
stock.

(2) Excludes a $700,000 (pre-tax) restructuring charge related to discontinuance
of our modular building program.

(3) As adjusted to give effect to the sale of 2,500,000 shares of common stock
we are offering, at an assumed price to the public of $12.6875 per share,
and the application of the estimated net proceeds to reduce borrowings
outstanding under our credit facility as set forth under "Use of Proceeds."

6
<PAGE> 9

RISK FACTORS

This offering and our business involve various risks and uncertainties. You
should carefully consider the risks and uncertainties described below and the
other information in this prospectus before deciding whether to invest in our
common stock. If any of the following risks and uncertainties actually occur,
our business and results of operations could be materially adversely affected.
This could cause the market price of our common stock to decline, and you may
lose part or all of your investment.

RISKS OF MANAGING OUR GROWTH

Our future performance will depend in large part on our ability to manage
our planned growth. Our recent growth has strained our management, human and
other resources. Our anticipated future growth may place additional strains on
these resources while we try to integrate the operations of our acquisitions and
new branches and adjust to operating in new markets. To successfully manage this
growth, we must continue to add managers and employees and improve our
operating, financial and other internal procedures and controls. We also must
effectively motivate, train and manage our employees. We cannot be sure that we
can integrate our recent and future acquisitions and new branches into our
operations. If we do not manage our growth effectively, some of our acquisitions
and new branches may fail and we may have to close unprofitable locations.
Closing a branch would likely result in additional expenses which would cause
our operating results to suffer.

OUR COMPANY OPERATES WITH A HIGH AMOUNT OF DEBT

Our operations are very capital intensive, and we operate with a high
amount of debt relative to our size. Typically, we borrow 80% to 90% of the cost
of a finished portable storage unit. We have a credit facility with a group of
banks. Under the credit facility, we can borrow up to $90 million on a revolving
loan basis, which means that amounts repaid may be reborrowed. As of April 1,
1999, we had borrowed $60.9 million under our credit facility, leaving $9.9
million available for further borrowing under the credit facility's borrowing
base. Our high amount of debt makes us more vulnerable to a downturn in the
general economy or in the industries we serve. In addition, amounts we borrow
under our credit facility bear interest at a variable rate. Because these rates
change with prevailing interest rates, higher prevailing interest rates would
increase the amount of interest we have to pay on our debt. This could have a
material adverse effect on our profitability and our ability to grow as quickly
as we are planning.

Under our credit facility, we must comply with a variety of covenants and
restrictions. These include minimum tangible net worth, operating income and
lease fleet utilization requirements. The terms of our credit facility also
limit our capital expenditures, acquisitions, additional debt and repurchases of
our common stock as well as prohibit us from paying cash dividends. These
covenants and restrictions could limit our ability to respond to market
conditions and restrict our planned growth. In addition, if we fail to comply
with these covenants and restrictions, the lenders have the right to refuse to
lend us additional funds, and they may require early payment of amounts we owe
them. If we default, our lenders may foreclose on most of our assets, including
our portable storage unit fleet. If this happens, we may be unable to fund our
operations. This could require us to scale back our leasing activities.

ADDITIONAL DEBT OR EQUITY FINANCING WILL BE NECESSARY TO SUSTAIN OUR GROWTH

Our ability to grow will depend in part on our ability to obtain additional
debt financing and to raise additional equity capital by issuing additional
shares of our stock. We cannot be sure, however, that we will be able to obtain
the necessary debt financing or equity capital on acceptable terms. Also,
additional debt financing or the sale of additional equity securities may cause
the market price of our common stock to decline. If we are unable to raise
additional debt

7
<PAGE> 10

financing or equity capital on acceptable terms, we may have to curtail our
growth by delaying our lease fleet expansion or new branch openings.

OUR OPERATING RESULTS AND FINANCIAL PERFORMANCE MAY FLUCTUATE

Demand for leases of our portable storage units is stronger from September
through December because retailers need to store more inventory for the holiday
season. Our retail customers usually return leased units to us early in the
following year. As a result, we experience lower lease fleet utilization rates
during the first quarter of each year.

Our results of operations may fluctuate significantly from period to period
due to a variety of factors which affect demand for our portable storage units.
These factors include:

- general economic and industry conditions;

- availability and cost of used ocean-going shipping containers;

- changes in our marketing and sales expenditures;

- pricing pressures from our competitors;

- market acceptance of our portable storage units, particularly in new
markets we enter;

- the timing and number of new branches we acquire or start-up; and

- the introduction and timing of new products or features by ourselves or
our competitors.

THERE ARE RISKS TO OUR GROWTH STRATEGY

Our strategy is to grow in part through branch expansion, either by
acquisitions or new branch openings. This strategy involves a number of risks,
including the following:

- we may not find suitable acquisition targets or locations for new
branches;

- competition for acquisition candidates could cause purchase prices to
significantly increase;

- we may fail to adequately integrate the operations we acquire into our
existing business structure;

- the costs of completing an acquisition and then integrating and operating
it could be higher than we expect; and

- we may acquire a branch or start one in a new market that turns out not
to have enough demand for our portable storage units to make the branch
profitable.

A SLOWDOWN IN THE ECONOMY COULD REDUCE DEMAND FROM SOME OF OUR CUSTOMERS

In 1998, customers in the construction and retail industries accounted for
a majority of our leasing and sales revenues. These industries tend to be
cyclical and particularly susceptible to slowdowns in the overall economy. If an
economic slowdown occurs, we are likely to experience less demand for leases and
sales of our products from customers in the construction and retail sales
industries. This could have a material adverse effect on our business and
results of operations.

THERE IS UNCERTAINTY AND RISK IN THE SUPPLY AND PRICE OF USED ISO SHIPPING
CONTAINERS

We purchase, refurbish and modify used ISO shipping containers in order to
expand our lease fleet. The availability of these containers depends in part on
the level of international trade and overall demand for containers in the ocean
cargo shipping business. When international shipping increases, the availability
of used ISO shipping containers for sale often decreases, and

8
<PAGE> 11

the price of available containers increases. Conversely, an oversupply of used
ISO shipping containers may cause container prices to fall. Our competitors may
then lower the lease rates on their storage units. As a result, we may need to
lower our lease rates to remain competitive. This would decrease our revenues
and our earnings.

Several types of businesses purchase used ISO shipping containers. These
include various freight transportation companies, freight forwarders and
commercial and retail storage companies. Some of these companies have greater
financial resources than we do. As a result, if the number of available
containers for sale decreases, these competitors may be able to absorb an
increase in the cost of containers, while we could not. If used ISO shipping
container prices increase substantially, we may not be able to manufacture
enough new units to grow our fleet. These price increases also could increase
our expenses and reduce our earnings.

The amount we can borrow under our credit facility depends in part on the
value of the portable storage units in our lease fleet. If the value of our
lease fleet declines, we cannot borrow as much. Therefore, we may be unable to
add as many units to our fleet as we would like. Also, we are required to
satisfy several covenants with our lenders that are affected by changes in the
value of our lease fleet. We would breach some of these covenants if the value
of our lease fleet drops below specified levels.

WE FACE SIGNIFICANT COMPETITION

We face competition from several local companies and usually from one or
two regional companies in all of our current markets. Our competitors include
lessors of storage units, used over-the-road trailers and other structures used
for portable storage. We also compete with conventional fixed self-storage
facilities to a lesser extent. We compete primarily in terms of product quality
and availability, lease rates and customer service. Some of our competitors have
less debt, greater market share and greater financial resources and pricing
flexibility than we do. Sometimes, a competitor will lower its lease rates in
one of our markets to try to gain market share. This may require us to lower our
lease rates as well, which could reduce our profitability in those markets.

Competition in our markets may increase significantly in the future. New
competitors may enter our markets and may have greater marketing and financial
resources than we do. This may allow them to gain market share at our expense.
We may have to lower our lease rates because of greater competition. This would
lower our profit margins. If our competitors have greater financial resources,
they may be able to sustain these pricing pressures better than we can.
Prolonged price competition is likely to have a material adverse effect on our
business and results of operations.

THERE ARE RISKS FROM FLUCTUATIONS IN THE SUPPLY AND COSTS OF RAW MATERIALS
WE USE IN MANUFACTURING

We manufacture portable storage units to add to our lease fleet and for
sale. In our manufacturing process, we purchase steel, vinyl, wood, glass and
other raw materials from various suppliers. We cannot be sure, however, that an
adequate supply of these materials will continue to be available on terms
acceptable to us. The raw materials we use are subject to price fluctuations
that we cannot control. Changes in the cost of raw materials can have a
significant effect on our operations and earnings. Rapid increases in material
prices are difficult to pass through to customers. If we are unable to pass on
these higher costs, our profitability will decline. If raw material prices
decline significantly, we may have to write down our raw materials inventory
values. If this happens, our results of operations and financial condition would
decline.

9
<PAGE> 12

SOME ZONING LAWS RESTRICT THE USE OF OUR STORAGE UNITS

Most of our customers use our storage units to store their goods on their
own properties. Local zoning laws in some of our markets do not allow some of
our customers to keep portable storage units on their properties or do not
permit portable storage units unless located out of sight from the street. If
local zoning laws in one or more our markets no longer allow our units to be
stored on customers sites, our business would be adversely affected. Also, we
probably would not enter a new market where zoning laws do not allow our units
to be stored on customers' sites.

WE MUST ATTRACT AND RETAIN PERSONNEL IN A HIGHLY COMPETITIVE LABOR MARKET

Our future success will depend on our ability to attract, retain and
motivate employees with various skills, as well as semi-skilled and unskilled
labor for our branches and manufacturing plants. Competition for all types of
employees, including skilled and unskilled laborers, is intense. A shortage in
available labor could require us to increase our wages and benefits to attract
and retain enough employees. An increase in our labor costs, or our inability to
attract, retain and motivate employees, would likely have a material adverse
effect on our business and results of operations.

WE ARE SUBJECT TO GOVERNMENTAL REGULATION

We manufacture, refurbish or modify portable storage units at four
locations. Our facilities are subject to regulation by several federal and state
government agencies, including the Occupational Safety and Health
Administration, the Environmental Protection Agency and the Immigration and
Naturalization Service.

Our facilities are subject to worker safety and health laws and regulations
administered by OSHA. Our employees work with metal presses, heavy materials and
welding equipment, and the possibility of injury is quite high. This means that
OSHA is likely to inspect our facilities from time to time. If we were found to
be out of compliance, we may have to pay fines or even reconfigure our
operations at considerable cost. New OSHA regulations may be enacted in the
future and could increase our cost of manufacturing and refurbishing portable
storage units.

Various environmental laws and regulations may expose us to liability for
past or present spills, disposals or other releases of hazardous or toxic
substances or waste products. This may be the case even if we did not know about
or cause the problem. We generate waste and by-products from our painting
operations, potentially exposing us to environmental liability or contamination.
Federal or state agencies may impose more stringent disposal regulations for
paint waste and by-products. This could increase our costs of manufacturing and
refurbishing portable storage units.

Our manufacturing plant in Maricopa, Arizona is located fairly near Mexico.
The INS periodically reviews immigration status of our workforce. We believe
that we adhere to the rigorous immigration status review procedures. However, if
the INS were to determine that a significant number of our plant employees were
not eligible for employment, our manufacturing could be interrupted and our
costs could increase.

WE DEPEND ON A FEW KEY MANAGEMENT PERSONS

We are substantially dependent on the personal efforts and abilities of
Richard E. Bunger, our founder and Chairman of the Board, Steven G. Bunger, our
President and Chief Executive Officer, and Lawrence Trachtenberg, our Executive
Vice President and Chief Financial Officer. The loss of any of these officers or
our other key management persons could have a material adverse effect on our
business and prospects for growth. We do not have employment agreements with any
of these people.

10
<PAGE> 13

INSIDERS HAVE SIGNIFICANT CONTROL

Our executive officers and directors currently collectively own
approximately 2,290,000 shares of our common stock and exercisable options to
purchase 337,000 shares of common stock. After giving effect to this offering,
these shares will represent approximately 21.5% of our outstanding common stock.
After this offering, Richard E. Bunger, our founder and Chairman of the Board,
will own approximately 16.2% of our common stock. This means that our executive
officers and directors collectively, and Mr. Bunger individually, will continue
to have substantial influence in the election of our Board of Directors and on
the direction of our business.

FORWARD-LOOKING STATEMENTS MAY BE UNRELIABLE

This prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Those statements include
indications regarding our intent, belief or current expectations. Discussions in
this prospectus under the headings "Summary," "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business," as well as in other parts of this prospectus include forward-looking
statements. These statements are subject to a variety of risks and
uncertainties, many of which are beyond our control, which could cause our
actual future results to differ materially from those contemplated in the
forward-looking statements. In particular, the risks and uncertainties described
under "Risk Factors" in this prospectus could cause our actual future results to
differ from what we contemplate. Investors are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date of
this prospectus.

11
<PAGE> 14

USE OF PROCEEDS

We estimate that the net proceeds from the sale of the 2,500,000 shares of
common stock we are offering will be $29.5 million ($35.0 million if the
underwriters exercise their over-allotment option in full), assuming a public
offering price of $12.6875 per share, after deducting estimated underwriting
discounts and commissions and offering expenses. We will not receive any
proceeds from the selling stockholders' sale of 600,000 shares of common stock.

We intend to use the net proceeds to fund our fleet and branch expansion,
for working capital and to pay a portion of the purchase price for our pending
acquisition of the assets of National Security Containers, L.L.C. Pending these
uses, we will use the net proceeds to reduce borrowings outstanding under our
credit facility. If our acquisition of National Security Containers' assets
closes before this offering is completed, we will have issued National Security
Containers $8.0 million of our redeemable Series B convertible preferred stock,
and we will use $8.0 million of the net proceeds to redeem the shares. If this
acquisition closes after this offering is completed, we will use $8.0 million of
the net proceeds to pay a portion of the purchase price for those assets and we
will not issue any shares of our preferred stock. On April 1, 1999, we owed
approximately $60.9 million under our credit facility. Interest on outstanding
borrowings accrues at a variable rate, which was 7.0% at April 1, 1999.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

Our common stock trades on the Nasdaq National Market under the symbol
"MINI". The following are the quarterly high and low sale prices for the common
stock as reported by the Nasdaq National Market.

<TABLE>
<CAPTION>
HIGH LOW
------- -------
<S> <C> <C>
1997
First Quarter........................................ $ 3.625 $ 3.000
Second Quarter....................................... 4.500 3.000
Third Quarter........................................ 5.375 4.437
Fourth Quarter....................................... 6.438 5.000
1998
First Quarter........................................ 10.500 5.625
Second Quarter....................................... 12.438 8.625
Third Quarter........................................ 11.125 7.250
Fourth Quarter....................................... 11.125 6.625
1999
First Quarter........................................ 14.000 10.250
Second Quarter (through April 9)..................... 13.125 12.250
</TABLE>

We had approximately 100 record holders of our common stock as of December
31, 1998. We do not currently intend to pay cash dividends on our common stock.
Instead, we will continue to use our available cash to support the planned
growth of our business. Our credit facility does not allow us to pay cash
dividends without the consent of our lenders.

12
<PAGE> 15

CAPITALIZATION

The following table shows our capitalization at December 31, 1998 on an
actual basis and as adjusted to give effect to the sale of the common stock in
this offering at an assumed price to the public of $12.6875 per share and the
application of the estimated net proceeds to reduce borrowings outstanding under
our credit facility. The table has not been adjusted to reflect the acquisition
of the assets of National Security Containers, L.L.C. You should read this table
with "Use of Proceeds" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our financial statements.

<TABLE>
<CAPTION>
DECEMBER 31, 1998
-----------------------
ACTUAL AS ADJUSTED
-------- -----------
(IN THOUSANDS)
<S> <C> <C>
Cash and cash equivalents................................... $ 1,030 $ 1,030
======== ========
Debt:
Line of credit............................................ $ 57,184 $ 27,718
Notes payable............................................. 4,820 4,820
Obligations under capital leases.......................... 3,196 3,196
Subordinated notes, net................................... 6,700 6,700
-------- --------
Total debt............................................. 71,900 42,434
Stockholders' equity:
Common stock, $.01 par value; 17,000,000 shares
authorized, 7,966,863 issued and outstanding,
10,466,863 as adjusted(1).............................. 80 105
Additional paid-in-capital................................ 22,055 51,496
Common stock to be issued, 85,468 shares(2)............... 500 500
Retained earnings......................................... 7,237 7,237
-------- --------
Total stockholders' equity............................. 29,872 59,338
-------- --------
Total capitalization.............................. $101,772 $101,772
======== ========
</TABLE>

- ---------------
(1) Excludes 912,750 shares of common stock issuable upon exercise of options
outstanding on March 31, 1999, with a weighted average exercise price of
$6.06 per share. Also excludes 182,625 shares of common stock issuable upon
exercise of warrants outstanding on March 31, 1999, with an exercise price
of $5.00 per share. Also excludes 101,420 shares issuable upon exercise of
outstanding warrants with an exercise price of $5.66 per share, which
warrants were exercised during the first quarter of 1999.

(2) We issued these shares in January 1999 as part of the purchase price for our
acquisition of leases and storage units in Las Vegas, Nevada in 1998.

13
<PAGE> 16

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The following table shows our selected consolidated financial data for the
past five years. You should read this table with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and our financial
statements.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------
1994 1995 1996 1997 1998
------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Revenues:
Leasing........................... $ 9,603 $15,461 $17,876 $24,870 $ 36,461
Sales............................. 18,481 24,265 23,619 20,528 15,623
Other............................. 266 458 931 685 593
------- ------- ------- ------- --------
Total revenues............... 28,350 40,184 42,426 46,083 52,677
Costs and expenses:
Cost of sales..................... 13,903 19,107 19,926 14,546 10,730
Leasing, selling and general
expenses........................ 10,863 15,174 15,343 20,586 25,724
Depreciation and amortization..... 625 1,318 1,714 2,253 2,885
Restructuring charge.............. -- -- 700 -- --
------- ------- ------- ------- --------
Income from operations............... 2,959 4,585 4,743 8,698 13,338
Other income (expense):
Interest income................... 36 14 9 4 31
Interest expense.................. (1,274) (3,212) (3,894) (5,035) (5,896)
------- ------- ------- ------- --------
Income before provision for income
taxes and extraordinary item...... 1,721 1,387 858 3,667 7,473
Provision for income taxes........... 765 610 378 1,467 2,989
------- ------- ------- ------- --------
Income before extraordinary item..... 956 777 480 2,200 4,484
Extraordinary item, net of income tax
benefit of $322................... -- -- (410) -- --
------- ------- ------- ------- --------
Net income (loss) available to common
shareholders...................... $ 956 $ (473)(1) $ 70 $ 2,200 $ 4,484
======= ======= ======= ======= ========
Net income (loss) per share:
Basic............................. $ 0.21 $ (0.10) $ 0.01 $ 0.33 $ 0.57
Diluted........................... 0.21 (0.10) 0.01 0.32 0.53
Weighted average number of common and
common share equivalents
outstanding:
Basic............................. 4,497 4,835 6,738 6,752 7,840
Diluted........................... 4,497 4,835 6,744 6,800 8,417
OPERATING DATA:
Lease fleet units (at year end)(2)... 8,641 11,295 13,600 18,051 25,768
Lease fleet utilization.............. 89.6% 91.4% 89.7% 85.7% 87.0%
Number of branches (at year end)..... 6 8 8 8 12
Operating margin..................... 10.4% 11.4% 12.8%(2) 18.9% 25.3%
</TABLE>

14
<PAGE> 17

- ---------------
(1) Reflects a $1,250,000 imputed dividend to preferred stockholders in 1995. In
1996, this preferred stock was converted to 1,904,324 shares of common
stock.

(2) After a $700,000 (pre-tax) restructuring charge related to discontinuance of
our modular building program.

(3) Excludes modular units on lease prior to 1998.

15
<PAGE> 18

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read this discussion in conjunction with our financial
statements and the other financial information in this prospectus.

OVERVIEW

Since 1996, we have transitioned our business to focus on the leasing of
portable storage units rather than their sale. This has caused the composition
of our revenues and expenses to change. Leasing revenues as a percentage of our
total revenues grew to 69.2% in 1998 from 54.0% in 1997 and 42.1% in 1996. From
the end of 1995 to the end of 1998, we increased the number of portable storage
units in our lease fleet from 11,295 to 25,768, an increase of approximately
128%.

Our leasing revenues include all rent we receive for our portable storage
units and other structures. Our sales revenues include proceeds from the sale of
portable storage units and other structures to customers. Our other revenues
consist principally of charges for the delivery of the portable storage units.
Our principal operating expenses include: cost of sales; leasing, selling and
general expenses; and depreciation and amortization. Cost of sales includes both
our cost to buy, refurbish, modify and transport used ISO shipping containers
and our cost to manufacture portable storage units and other structures.
Leasing, selling and general expenses include advertising and other marketing
expenses, commissions and corporate overhead for both our leasing and sales
activities. We expense our repair and maintenance costs as incurred, and we
include them in leasing, selling and general expenses. Annual repairs and
maintenance expenses on our leased units have averaged about 2.0% of our lease
revenues during the past three years. Depreciation and amortization primarily
includes depreciation of the portable storage units in our lease fleet. Our
portable storage units are depreciated on the straight-line method over our
units' estimated useful life of 20 years, with residual values estimated at 70%
of our unit investment.

16
<PAGE> 19

RESULTS OF OPERATIONS

The following table shows the percentage of total revenues represented by
the key items that make up our statements of operations:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1996 1997 1998
----- ----- -----
<S> <C> <C> <C>
Revenues:
Leasing................................................... 42.1% 54.0% 69.2%
Sales..................................................... 55.7 44.5 29.7
Other..................................................... 2.2 1.5 1.1
----- ----- -----
Total revenues......................................... 100.0 100.0 100.0
Costs and expenses:
Cost of sales............................................. 47.0 31.5 20.4
Leasing, selling and general expenses..................... 36.2 44.7 48.8
Depreciation and amortization............................. 4.0 4.9 5.5
Restructuring charge...................................... 1.6 -- --
----- ----- -----
Income from operations...................................... 11.2 18.9 25.3
Other income (expense):
Interest income........................................... -- -- 0.1
Interest expense.......................................... (9.2) (10.9) (11.2)
----- ----- -----
Income before provision for income taxes and extraordinary
item...................................................... 2.0 8.0 14.2
Provision for income taxes.................................. 0.9 3.2 5.7
----- ----- -----
Income before extraordinary item............................ 1.1 4.8 8.5
Extraordinary item.......................................... (1.0) -- --
----- ----- -----
Net income.................................................. 0.1% 4.8% 8.5%
===== ===== =====
</TABLE>

1998 Compared to 1997

Total revenues in 1998 increased by 14.3% to $52.7 million from $46.1
million in 1997. Leasing revenues in 1998 increased by 46.6% to $36.5 million
from $24.9 million in 1997. These increases resulted from a 42.9% increase in
the average number of portable storage units on lease and a 2.6% increase in the
average rent per unit. In 1998, we opened four new branches, three of which were
through acquisitions. The new branches were in Las Vegas, Oklahoma City, Denver
and Albuquerque. These new branches accounted for 15.8% of our increase in 1998
leasing revenues. Our existing eight branches accounted for 84.2% of the
increase in our leasing revenues. Our revenues from the sale of portable storage
units and other structures decreased by 23.9% to $15.6 million in 1998 from
$20.5 million in 1997. This reflects our focus on leasing rather than selling
portable storage units. This decrease was also caused by our decision in 1998 to
curtail the sale of telecommunication shelters and discontinue our dealer
program.

Cost of sales decreased to 68.7% of sales revenues in 1998 from 70.9% in
1997. During 1998, we paid less for both used ISO shipping containers and the
steel we use to manufacture portable storage units. We also produced more
portable storage units at our manufacturing plant in 1998 than in 1997. As a
result, our fixed manufacturing expenses were allocated over more units and
resulted in a higher gross margin on portable storage unit sales in 1998.

Leasing, selling and general expenses increased by $5.1 million to 48.8% of
total revenues in 1998 from 44.7% in 1997. We had higher leasing-related
expenses because of the 42.9% increase in the number of units on lease, higher
commissions because of our higher leasing volume and $1.4 million of expenses
associated with the three branches we acquired and the one branch we

17
<PAGE> 20

started in 1998. Both acquired and start-up branches initially have lower profit
margins until the branches' fixed operating costs are covered by higher leasing
volumes. However, these expenses decreased to 70.6% of our leasing revenues in
1998 from 82.8% in 1997.

Depreciation and amortization expenses increased by $631,000 to 5.5% of
total revenues in 1998 from 4.9% in 1997. This increase resulted from our larger
lease fleet, additional equipment needed for manufacturing and other equipment
added at our branches.

Our operating margin increased to 25.3% of total revenues in 1998 from
18.9% in 1997 principally because we focused on leasing rather than selling
portable storage units and because leasing, selling and general expenses
decreased as a percentage of leasing revenues. As a result, income from
operations increased by 53.4% to $13.3 million in 1998 from $8.7 million in
1997.

Interest expense increased by 17.1% to $5.9 million in 1998 from $5.0
million in 1997 because we had higher average debt outstanding during 1998. Our
average debt outstanding increased by 29.0%, consisting of $6.9 million of 12%
Senior Subordinated Notes issued in October 1997 and an additional $21.3 million
of borrowings under our credit facility. We used this debt financing primarily
to expand our lease fleet. The weighted average interest rate declined to 8.7%
in 1998 from 9.5% in 1997, excluding amortization of debt issuance costs.
Including amortization of debt issuance costs, the weighted average interest
rate was 9.6% in 1998 and 10.6% in 1997.

We reported net income in 1998 of $4.5 million, or $0.53 per diluted share
of common stock, compared to net income in 1997 of $2.2 million, or $0.32 per
diluted share of common stock. These increases were primarily because of our
higher leasing revenues in 1998 and the decrease in leasing, selling and general
expenses as a percentage of leasing revenues in 1998. Our effective tax rate was
40.0% for both 1998 and 1997. We had a 23.8% increase in the weighted average
number of common and common share equivalents outstanding in 1998 because of the
exercise of warrants we had issued in 1994 and common stock issued in connection
with the acquisitions completed during 1998.

1997 Compared to 1996

Total revenues in 1997 increased by 8.6% to $46.1 million from $42.4
million in 1996. Leasing revenues in 1997 increased 39.1% to $24.9 million from
$17.9 million in 1996. These increases resulted from a 25.6% increase in the
average number of portable storage units on lease, a 3.1% increase in our
average rent per unit and $1.0 million from our loss limitation waiver program
which we introduced in 1997. Our revenues from the sale of portable storage
units and other structures decreased by 13.1% to $20.5 million in 1997 from
$23.6 million in 1996 because we focused on leasing rather than selling our
portable storage units and because we discontinued selling modular buildings.
This decrease was partially offset by a $2.2 million increase in revenues from
the sale of telecommunication shelters.

During 1997, we implemented price increases on the portable storage units
we sell. This and our decision to stop selling lower margin modular buildings
caused a substantial increase in our gross margin on sales during 1997. As a
result, cost of sales declined to 70.9% of sales revenues in 1997 from 84.4%
during 1996.

Leasing, selling and general expenses increased by 34.2% to $20.6 million
in 1997 from $15.3 million in 1996. We had higher leasing-related expenses
because we had more units on lease, higher commissions because of our higher
leasing volume and increased expenses to develop the infrastructure we needed
for our planned future growth. However, these expenses declined to 82.8% of our
leasing revenues in 1997, from 85.8% in 1996.

Depreciation and amortization expenses increased by $540,000 to 4.9% of
total revenues in 1997 from 4.0% in 1996. This increase resulted from our larger
lease fleet, additional equipment

18
<PAGE> 21

needed for manufacturing and equipment added at our branches.

We recorded a restructuring charge in 1996 of $700,000. This related in
part to our decision to discontinue manufacturing modular buildings. There was
no similar charge in 1997.

Our operating margin increased to 18.9% of total revenues in 1997 from
11.2% in 1996 principally because we focused on leasing rather than selling
portable storage units and because we substantially improved our gross margin on
sales of units as described above. As a result, income from operations increased
by 83.4% to $8.7 million in 1997 from $4.7 million in 1996.

Interest expense increased by 29.3% to $5.0 million in 1997 from $3.9
million in 1996 because we had higher average debt outstanding during 1997. Our
average debt outstanding increased by 40.8% due to the issuance of $6.9 million
of 12% Senior Subordinated Notes in October 1997 and an additional $9.5 million
of borrowings under our credit facility. We used this debt financing primarily
to expand our lease fleet. The weighted average interest rate declined to 9.5%
in 1997 from 10.2% in 1996, excluding amortization of debt issuance costs.
Including amortization of debt issuance costs, the weighted average interest
rate was 10.6% in 1997 and 11.6% in 1996.

In 1996, we prepaid approximately $14.1 million of debt and capital lease
obligations at the time we entered into our credit facility. As a result, we
recognized an extraordinary charge to earnings in 1996 of $410,000, or $0.06 per
common share, net of the benefit of income taxes. There was no similar charge in
1997.

We reported net income in 1997 of $2.2 million, or $0.32 per diluted share
of common stock, compared to 1996 net income, before the extraordinary charge,
of $480,576, or $0.07 per diluted share of common stock. These increases were
primarily because of our higher leasing revenues in 1997 and the higher gross
margin on sales of units in 1997. Our effective tax rate declined to 40.0% in
1997 from 44.0% in 1996. Excluding the restructuring charge in 1996, earnings
before extraordinary item would have been $873,000, or $0.13 per diluted share
of common stock.

LIQUIDITY AND CAPITAL RESOURCES

Our leasing and manufacturing businesses are very capital intensive. We
have financed our working capital requirements through cash flows from
operations, proceeds from equity and debt financings and borrowings under our
credit facility.

Operating Activities. Our operations provided net cash flow of $8.5
million in 1998, $6.1 million in 1997 and $1.4 million in 1996. This increasing
cash flow resulted primarily from our higher net income, increased depreciation
expense and deferred income taxes. The growth of our business, however, has
required us to use more cash to support higher levels of accounts receivable and
inventory.

Investing Activities. Net cash used in investing activities was $31.2
million in 1998, $19.2 million in 1997 and $10.8 million in 1996. This
increasing use of cash resulted primarily from higher levels of capital
expenditures for lease fleet expansion and acquisitions. Capital expenditures
for our lease fleet were $23.5 million in 1998, $17.1 million in 1997 and $7.7
million in 1996. Capital expenditures for property, plant and equipment were
$3.8 million in 1998, $2.1 million in 1997 and $3.0 million in 1996. In
addition, we spent $3.9 million in 1998 for acquisitions. No acquisitions were
completed in 1996 or 1997.

Financing Activities. Net cash provided by financing activities was $22.8
million in 1998, $13.4 million in 1997 and $8.7 million in 1996. During 1998,
net cash provided by financing activities was primarily from $21.3 million of
net borrowings under our credit facility and $5.7 million of proceeds from the
exercise of warrants to purchase shares of our common stock. The majority of
warrants exercised were issued in connection with our initial public offering in
1994.

19
<PAGE> 22

During 1997, the net cash provided by financing activities was primarily from
$9.5 million of net borrowings under our credit facility and proceeds from the
issuance of $6.9 million of 12% Senior Subordinated Notes with detachable
redeemable warrants. During 1996, net cash provided by financing activities was
primarily from $22.3 million of net borrowings under our credit facility and
$7.1 million of proceeds from the issuance of notes.

Since March 1996, our principal source of liquidity has been our credit
facility, which now consists of a $90 million revolving line of credit and a $6
million term loan. The interest rate is determined quarterly, based on our ratio
of funded debt to earnings before interest, taxes, depreciation and
amortization. During 1998, the average interest rate under our credit facility
was 7.7%. On April 1, 1999, the maximum amount that we can borrow under the
revolving line of credit was increased from $75 million to $90 million. As of
April 1, 1999, we had borrowed $60.9 million under our credit facility, leaving
$9.9 million available for further borrowing under the credit facility's
borrowing base.

The amount we can borrow under the revolving line of credit portion of our
credit facility is based upon the level of our inventories, accounts receivable
and the value of our lease fleet. The lease fleet is appraised at least annually
for purposes of the credit facility. Our obligations under the credit facility
are secured by a lien on substantially all of our assets, including all of our
portable storage units.

Our credit facility also includes a term loan due in March 2002. The term
loan had an outstanding principal balance of $3.7 million at December 31, 1998.
We must make principal and interest payments monthly on the term loan.

We entered into an Interest Rate Swap Agreement in September 1998. This
agreement effectively changes the interest rate on $30 million of our revolving
line of credit so that the rate is based upon a spread from 5.5% rather than a
spread from the Eurodollar rate.

In October 1997, we issued $6.9 million of 12% Senior Subordinated Notes
with detachable redeemable warrants to purchase 172,500 shares of our common
stock. These warrants have an exercise price of $5.00 per share. The notes are
due November 1, 2002 but may be prepaid after November 1, 1999 without a
prepayment penalty. We used the net proceeds from the sale of these notes to
repay $3.0 million in bridge notes issued in July 1997 and to reduce borrowings
under our revolving line of credit. Because the notes were sold with redeemable
warrants, a portion of the sale price was allocated to the notes and a portion
to the redeemable warrants, based on their respective fair market values. The
resulting discount increases the effective interest rate on the notes, and we
are amortizing it as interest expense over the life of the notes.

On April 3, 1999, we entered into an agreement to acquire substantially all
of the assets of National Security Containers, L.L.C., a portable storage
leasing company, for total consideration of $25.5 million. The closing of this
acquisition is subject to a number of conditions but is expected to close before
the end of April 1999. We intend to pay $8 million of the purchase price from
the proceeds we receive from this offering. We will borrow $17.5 million under
our credit facility to pay the rest of the purchase price.

We believe that our working capital, together with our cash flow from
operations, net proceeds from this offering and borrowings under our credit
facility will be sufficient to fund our operations and planned growth for the
next 12 months. We believe that to maintain our historical growth rates, we will
need to obtain additional debt financing and raise additional equity capital by
issuing additional shares of our stock. However, we cannot be sure that we will
be able to obtain the necessary debt financing or equity capital on acceptable
terms.

SEASONALITY

During the past three years, our operations as a whole have not been very
seasonal. Demand for leases of our portable storage units is stronger from
September through December because

20
<PAGE> 23

retailers need to store more inventory for the holiday season. Our retail
customers usually return leased units to us early in the following year. This
has caused lower utilization rates for our lease fleet and slightly lower cash
flow during the first quarter of each year.

YEAR 2000 COMPLIANCE AND EXPENDITURES

We recognize the problems associated with year 2000 transactions and have
evaluated our computer hardware and software systems for potential year 2000
compliance issues relating to internal operating systems, suppliers and
customers and third party services that we rely on in our daily operations.

Internal Operating Systems. We have completed our assessment of our major
internal operating systems. We installed a new software system in 1997 which has
been certified by the vendor to be fully year 2000 compliant. We continue to
test this software, and all our other software and hardware, for compliance. We
believe our primary internal operating systems are year 2000 compliant, and we
will test any new modular software packages added to our primary operating
system. We expect our assessment of internal operating systems to be fully
complete in the second quarter of 1999. We believe that with modifications to
existing software, conversions to new software and replacement of some hardware,
we can satisfactorily resolve the year 2000 issue in our own internal operating
systems by the third quarter of 1999. We have established an internal auditing
process to track and verify the results of our plan and tests.

Suppliers and Customers. We are currently evaluating the year 2000
readiness of our important suppliers and larger leasing customers. We have
forwarded questionnaires to all of our major suppliers and will evaluate
responses on a case-by-case basis. We are focusing this review on our primary
vendors, such as steel, paint and other suppliers, and on our phone systems. If
any of our suppliers are not year 2000 compliant in a timely manner, we could
experience a shortage in supplies of materials, which could adversely affect the
growth of our lease fleet. We also sent questionnaires to our larger leasing
customers for the year 2000 issue. If our larger customers are not year 2000
compliant, lease payments to us could be delayed and our cash flow would be
affected. We have not yet received sufficient information from suppliers and
customers about their year 2000 compliance and remediation plans to predict the
outcome of their efforts.

Third Party Services. We have contacted our outside service providers,
including banks, invoice processors and payroll processors and discussed their
assessment of their year 2000 readiness. We have been advised by the lead lender
under our credit facility that the year 2000 is not expected to cause delays or
other problems with transactions under that facility. We have not yet received
sufficient information from other third party servicers about their year 2000
compliance and remediation plans to predict the outcome of their efforts. If the
third party service providers that we depend on are not year 2000 compliant in a
timely manner, our operations could be disrupted.

We are developing a contingency plan to address financial and operating
problems that might arise on January 1, 2000. This contingency plan will include
identifying back-up processes that do not rely on computers whenever possible.
For example, systems are already in place that will allow us to lease portable
storage units by using manual forms if there is a communications failure between
our branches and headquarters.

We have incurred and expect to continue to incur expenses allocable to
internal staff, as well as costs for computer systems' remediation and
replacement, in order to achieve year 2000 compliance. We currently estimate
that these costs will total approximately $122,000. We have incurred relatively
low costs to date primarily due to the new software system implemented in 1997
that is year 2000 compliant. The costs of the year 2000 program and the date on
which we plan to be completely year 2000 compliant are based on our current
estimates. These estimates reflect our assumptions about future events,
including the continued availability of third party goods and services, as well
as the timing and effectiveness of third parties' remediation plans. We

21
<PAGE> 24

cannot be sure that these estimates will be achieved, and our actual results
could differ materially from our plans. Specific factors that could cause
material differences include the availability and cost of personnel trained in
this area, the ability to locate and correct relevant computer source codes and
embedded technology, the results of internal and external testing and the
timeliness and effectiveness of remediation efforts of third parties.

22
<PAGE> 25

BUSINESS

We believe we are the nation's largest provider of portable storage
solutions through our lease fleet of over 26,000 portable storage units. We
currently operate 13 branches located in seven southwestern and western states.
Our products provide secure, accessible temporary storage for a diversified
customer base of over 28,000 customers, including Wal-Mart, Motorola, Frito Lay,
Holiday Inns, Target, the City of Phoenix and the Department of Defense. Our
customers use our products for a wide variety of storage applications, including
retail and manufacturing inventory, construction materials and equipment,
documents and records and household goods. We obtain our portable storage units
by purchasing used ISO containers, which we refurbish and modify, and by
manufacturing our own units. We offer a wide range of products in varying
lengths and widths with an assortment of customized features such as our
patented security systems, multiple doors, electrical wiring and shelving. In
addition to our leasing operations, we sell new and used portable storage units.

In 1996, we initiated a strategy of focusing on leasing rather than selling
portable storage units. Since then, we have been expanding our lease fleet. We
believe our leasing model is highly attractive because portable storage units:

- Provide predictable, recurring revenues from leases with an average
duration of 20 months.

- Have average monthly rental rates which recoup our unit investment in 26
months.

- Have useful lives exceeding 20 years, low maintenance and high residual
values.

- Produce incremental leasing operating margins above 60%.

As a result of shifting our focus to leasing, we have achieved substantial
increases in our revenues and profitability. In the past three years, our
leasing revenues have increased from $15.5 million to $36.5 million, and we have
achieved internal growth exceeding 30% compounded annually. Over the same
period, we have increased our operating income from $4.6 million to $13.3
million and improved our operating margin from 11.4% to 25.3%.

INDUSTRY OVERVIEW

The storage industry includes two principal segments, fixed self-storage
and portable storage.

The fixed self-storage segment consists of permanent structures located
away from customer locations. Fixed self-storage is used primarily by consumers
to temporarily store excess household goods. According to the Self Storage
Almanac, the fixed self-storage market exceeded $10 billion in 1997. This
segment is highly fragmented but includes several large national companies such
as Public Storage and Shurgard Storage Centers.

The portable storage segment differs from the fixed self-storage segment
because it brings the storage solution to the customer's location and addresses
the need for secure, temporary storage with immediate access. The advantages of
portable storage include convenience, immediate accessibility, better security
and lower price. In contrast to fixed self-storage, the portable storage segment
is primarily used by businesses. This segment is highly fragmented with no
national participants. Although there are no published estimates of the size of
the portable storage segment, we believe the size of the market is expanding due
to increasing awareness of the advantages of portable storage.

Our products also serve the mobile office industry. This industry provides
temporary office space and is estimated to exceed $2 billion. We have also
recently introduced portable records storage units. The documents and records
storage industry is experiencing significant growth as businesses continue to
generate substantial paper records that must be kept for extended periods.

23
<PAGE> 26

Our goal is to become the leading national provider of portable storage
solutions. We believe that our competitive strengths and growth strategy, as
outlined below, will help us achieve this goal.

COMPETITIVE STRENGTHS

Market Leadership. We have a lease fleet of over 26,000 portable storage
units and are the largest provider of portable storage solutions in a majority
of our markets. We believe we are creating brand awareness and that "Mobile
Mini" is associated with high quality portable storage products and superior
customer service. We have achieved significant growth in new markets by
capturing market share from competitors and by creating demand among businesses
and consumers who were previously unaware of the availability of our products to
meet their storage needs.

Superior, Differentiated Products. We offer the industry's broadest range
of portable storage products in varying lengths and widths to better meet our
customers' temporary storage needs. Our manufacturing and refurbishing
capabilities enable us to offer products that our competitors are unable to
match. Most competitors offer only standard eight foot wide ISO shipping
containers in 20, 40 or 45 foot lengths, while our portable storage units range
in size from five to 48 feet in length and eight to 10.5 feet in width. Our
manufactured 10-foot wide units, introduced in 1998, provide 40% more usable
storage space than the standard eight-foot wide ISO shipping containers offered
by our competitors. Our products also have patented locking systems, multiple
door options, electrical wiring, shelving and other customized features.

Customer Service Focus. We believe that the portable storage industry is
highly service intensive and essentially local. Our entire organization is
focused on providing high levels of customer service. We have trained our sales
force to focus on all aspects of customer service from the sales call onward. We
differentiate ourselves by providing flexible lease terms and timely delivery of
units. We conduct on-going training programs for our sales force to assure high
levels of customer service and awareness of local market competitive conditions.
Our customized software system increases our responsiveness to customer
inquiries and enables us to efficiently monitor our sales force's performance.
As a result of this customer service focus, we enjoy high levels of repeat
business and word-of-mouth referrals. Our sales people work out of our local
branch locations rather than from our headquarters. This allows them to interact
directly with customers, better understand local market needs and develop each
market in response to those needs.

Diverse Customer Base. We have more than 28,000 customers across a wide
range of industries and believe this diversity reduces our susceptibility to
economic downturns in our markets or in any of the industries in which our
customers operate. Our diverse customer base also demonstrates the broad
applications for our products and the opportunity to create future demand
through target marketing. Our customers include retailers, wholesalers,
commercial businesses, contractors, consumers, governmental agencies, hospitals
and schools. Our two largest customers accounted for only 4.3% and 2.1% of our
1998 lease revenues (excluding ancillary revenues).

Customized Management Information Systems. We have recently made
substantial investments in our management information systems to optimize fleet
utilization, capture detailed customer data, improve financial performance and
support our growth. Our management information systems enable us to carefully
monitor the size, mix, utilization and rental rates of our lease fleet by branch
on a daily basis. We have maintained an average annual utilization rate of our
lease fleet above 85% over the last three years while growing the size of the
lease fleet by 128% to over 26,000 units. Our systems also capture relevant
customer demographic and usage information which we use to target new customers
within our existing and new markets. Our headquarters and each branch are

24
<PAGE> 27

linked through a scaleable PC-based wide area network that provides real-time
transaction processing and detailed reports on a branch by branch basis.

Flexibility Afforded By Manufacturing Capability. We design and
manufacture our own portable storage units in addition to refurbishing and
modifying used ISO shipping containers. This capability allows us to offer a
wide range of products and proprietary features to better meet our customers'
needs, charge premium lease rates and gain market share from our competitors
with more limited product offerings. Our manufacturing capability also provides
us with an additional supply of units to support our growth.

GROWTH STRATEGY

Focus on Core Portable Storage Leasing Business. We will continue to focus
on growing our core leasing business and lease fleet because they provide
predictable, recurring revenues and high operating margins. We believe there is
substantial demand for leasing our portable storage units throughout the United
States. Our focus on leasing has allowed us to achieve a compounded annual
growth rate of 33% in leasing revenues and 43% in operating income over the past
three years.

Increase Penetration in Existing Markets. We intend to increase the number
of portable storage units we lease from our existing branches to both new and
repeat customers. We have historically been able to generate strong internal
growth within our existing markets through aggressive marketing and lease fleet
growth. Over the last three years, we generated compounded annual leasing
revenue increases of 31% in our existing eight markets. We believe that by
increasing awareness of the benefits of portable storage and through our
targeted marketing and advertising programs, we can continue to increase leasing
revenues and generate internal growth.

Accelerate Branch Expansion. We believe our branch model can be introduced
to many more markets in the United States. We have identified many markets in
the United States where we believe demand for portable storage units is
underdeveloped. These markets are currently being served by small, fragmented
industry competitors. In 1998, we began our expansion strategy by entering four
new markets, three by acquisition and one by start-up. Whenever feasible, we
plan to enter a new market by acquiring the storage units and leases of an
operating business. Where there are no quality acquisitions available to us, we
plan to enter targeted markets through start-up branches. We intend to
accelerate our branch openings to capitalize on our market opportunity.

Develop New Products. Through an active research and development effort,
we have historically been able to introduce new products and features to expand
the applications and overall market for our storage products. Recent examples
include our 10-foot wide unit, which provides 40% more usable storage space than
a standard eight-foot wide unit. In addition, we recently completed the design
of a records storage unit which provides highly secure, easily accessible
on-site storage of records and documents. We believe our design and
manufacturing capabilities increase our ability to service our customers' needs
and help create demand for our portable storage solutions.

PRODUCTS

We provide a broad range of portable storage products to meet our
customers' varying needs. Our products and features are as follows:

Portable Storage Products

- Refurbished and Modified Storage Units. We purchase used ISO shipping
containers from leasing companies or brokers. These containers are eight
feet wide, 8'6" to 9'6" high and 20, 40 or 45 feet long. After acquiring
an ISO container, we refurbish and modify it.

25
<PAGE> 28

Refurbishment typically involves cleaning, removing rust and dents,
repairing floors and sidewalls, painting, adding our signs and installing
new doors and our patented locking system. Modification typically
involves splitting containers into 5, 10, 15, 20 or 25 foot lengths.

- Manufactured Storage Units. We manufacture portable storage units for
our lease fleet and for sale. We do this at our manufacturing facility in
Maricopa, Arizona. We can manufacture units up to 12 feet wide and 50
feet long and can add doors, windows, locks and other customized
features. Typically, we manufacture "knock-down" units which we ship to
one of our three branches with assembly capabilities. This method of
shipment is less expensive than shipping fully assembled storage units.

- Records Storage Units. We recently completed the design of a proprietary
portable records storage unit that we are now marketing. Our records
storage units enable customers to store documents at their location for
easy access or at one of our facilities. Our units are 10.5 feet wide and
are available in 12, 23 and 34 foot lengths. They feature high security
doors and locks, electrical wiring, shelving, folding work tables and air
filtration systems. We believe our product is a cost-effective
alternative to mass warehouse storage, with a high level of fire and
water damage protection.

Mobile Offices

- We manufacture mobile office units that range from 10 to 40 feet in
length. We offer these units in various configurations, including office
and storage combination units that provide a 10- or 15-foot office with
the remaining area available for storage. Our office units are equipped
with electrical wiring, heating and air conditioning, phone jacks, carpet
or tile, proprietary doors and windows with security bars. We believe our
office units provide the advantage of ground accessibility for ease of
access and high security in an all-steel design.

We purchase used ISO shipping containers and refurbish and modify them at
our facilities in Arizona, California and Texas. We also manufacture new
portable storage units at our Arizona facility. We believe we are able to
purchase used ISO shipping containers at competitive prices because of our
volume purchases. In 1998, we purchased and refurbished about 6,200 used ISO
shipping containers and manufactured approximately 4,000 portable storage units
and mobile offices. The used ISO shipping containers we purchase are typically
about 10 to 12 years old. We believe our portable storage units and mobile
offices have useful lives of at least 20 years if properly maintained, with
residual values of over 70% of our unit investment. For the past three years,
our cost to repair and maintain our portable storage units has averaged
approximately 2% of our lease revenues. Repainting the outside of storage units
is the most frequent maintenance item.

BRANCH OPERATIONS

We locate our branches in markets with attractive demographics and strong
growth prospects. Within each market, we have located our branches in areas that
allow for easy delivery of portable storage units to our customers. We also seek
locations that are visible from high traffic roads as an effective way to
advertise our products and our name. Our branches maintain an inventory of
portable storage units available for lease, and a majority of our branches also
provide

26
<PAGE> 29

branch storage of units under lease. The following table shows information about
our branches:

<TABLE>
<CAPTION>
LOCATION FUNCTIONS SIZE YEAR ESTABLISHED
- -------- --------- -------- ----------------
<S> <C> <C> <C>
Phoenix, Arizona Leasing, on-site storage, sales 10 acres 1983
Tucson, Arizona Leasing, on-site storage, sales 5 acres 1986
Los Angeles, California Leasing, on-site storage, 10 acres 1988
sales, refurbishment and
assembly
San Diego, California Leasing, on-site storage, sales 5 acres 1994
Dallas, Texas Leasing, on-site storage, 17 acres 1994
sales, refurbishment and
assembly
Houston, Texas Leasing, on-site storage, 7 acres 1994
sales, refurbishment and
assembly
San Antonio, Texas Leasing, on-site storage, sales 3 acres 1995
Austin, Texas Leasing, on-site storage, sales 5 acres 1995
Las Vegas, Nevada Leasing and sales 1 acre 1998
Oklahoma City, Oklahoma Leasing and sales 6 acres 1998
Albuquerque, New Mexico Leasing and sales 2 acres 1998
Denver, Colorado Leasing and sales 4 acres 1998
Tulsa, Oklahoma Leasing and sales 1 acre 1999
</TABLE>

Each branch has a Branch Manager who has overall supervisory responsibility
for all activities of the branch. Branch Managers report to one of our three
Regional Managers. Incentive bonuses based upon branch performance are a
substantial portion of the compensation for both Branch and Regional Managers.

Each branch has its own sales force, a transportation department that
delivers and picks up portable storage units from customers and an office
manager. Each branch has delivery trucks and forklifts to load, transport and
unload units and a storage yard staff responsible for unloading and stacking
units. Units are stored by stacking them three high to maximize usable ground
area. Each branch also has a fleet maintenance department to maintain the
branch's trucks, forklifts and other equipment.

SALES AND MARKETING

We have 60 people at our branches and seven people in management at our
headquarters that conduct sales and marketing on a full-time basis. We believe
that by locating most of our sales and marketing staff in our branches, we can
better understand the portable storage needs of our customers and provide high
levels of customer service.

Our sales and marketing force provides information about our products to
prospective customers by handling inbound calls and by initiating cold calls. We
have on-going sales and marketing training programs covering all aspects of
leasing and customer service. Our branches communicate with one another and with
headquarters through our management information system. This enables the sales
and marketing team to share leads and other information and permits the
headquarters staff to monitor and review sales and leasing productivity on a
branch by branch basis. Our sales and marketing employees are compensated
primarily on a commission basis. We restructured our commission program in 1996
when we changed our focus to leasing rather than selling portable storage units.

27
<PAGE> 30

We advertise our products in the yellow pages and use a targeted direct
mail program. In 1998, we mailed about 6 million product brochures to existing
and prospective customers. These brochures describe our products and features
and highlight the advantages of portable storage.

CUSTOMERS

During 1998, more than 28,000 customers leased our portable storage units,
compared to about 21,000 in 1997. Our customer base is diverse and consists of
businesses in a broad range of industries. During 1998, our largest single
customer accounted for only 4.3% of our leasing revenues, and our next largest
customer accounted for only 2.1% of our leasing revenues (excluding ancillary
revenues).

We target customers who can benefit from our portable storage solutions
either for seasonal, temporary or long-term storage needs. Customers use our
portable storage units for a wide range of purposes. The following table
provides an overview at December 31, 1998 of our customers and how they use our
portable storage units:

<TABLE>
<CAPTION>
APPROXIMATE
PERCENTAGE OF UNITS REPRESENTATIVE TYPICAL
BUSINESS ON LEASE CUSTOMERS APPLICATIONS
- -------- ------------------- -------------- ------------
<S> <C> <C> <C>
Retail 40% Department, drug, grocery and Inventory storage and
strip mall stores, hotels, record storage
restaurants, dry cleaners and
service stations

Construction 31% General, electrical, plumbing and Equipment and
mechanical contractors, materials storage and
landscapers and residential job site offices
homebuilders

Consumers 15% Homeowners Backyard storage and
storage of household
goods during reloca-
tion or renovation

Industrial, 8% Distributors, trucking and utility Raw materials and
commercial and companies, farming, agriculture, equipment storage in-
other finance and insurance companies, plant offices and
real estate brokers and film document storage
production companies

Schools, hospitals 4% Hospitals, medical centers and Athletic equipment
and other schools storage and disaster
institutions preparedness supplies
and record storage

Governmental agencies 2% Military, Native American tribal Storage of supplies,
governments and reservations and records and equip-
Federal, state, county and local ment
agencies
</TABLE>

MANUFACTURING

We build new portable storage units, mobile offices and custom-designed
structures at our Maricopa, Arizona manufacturing plant. Our manufacturing
process includes cutting, shaping and welding raw steel, installing customized
features and painting the newly constructed units. We have about 350
manufacturing workers in this plant. We manufactured and refurbished about
10,200 portable storage units in 1998. Many of our manufactured portable storage
units are "knock down" units which we ship to one of our three branches with
assembly capabilities. We can ship up to twelve, 20-foot containers on a single
flat-bed trailer. By comparison, only two or

28
<PAGE> 31

three assembled 20-foot ISO shipping containers can be shipped on a flat-bed
trailer. This reduces our cost of transporting units to our branches. We believe
we can expand the capacity of our Maricopa plant at a relatively low cost.

We purchase raw materials such as steel, vinyl, wood, glass and paint which
we use in our manufacturing and refurbishing operations. We typically buy these
raw materials on a purchase order basis. We do not have long-term contracts with
vendors for the supply of any raw materials.

Our manufacturing capacity protects us to some extent from price increases
for used ISO shipping containers. Used ISO shipping containers vary in price
from time to time based on market conditions. Should the price of used ISO
shipping containers increase substantially, we can increase our manufacturing
volume and reduce the number of used containers we buy and refurbish.

MANAGEMENT INFORMATION SYSTEMS

We use a customized management information system in an effort to optimize
lease fleet utilization and the effectiveness of our sales and marketing. This
system consists of a wide-area network that connects our headquarters and all of
our branches. Headquarters and each branch can enter data into the system and
access data on a real-time basis. Our system generates weekly management reports
by branch with leasing volume, fleet utilization, lease rates and fleet movement
as well as monthly profit and loss statements on a consolidated and branch
basis. These reports allow management to monitor each branch's performance on a
daily, weekly and monthly basis. We track each portable storage unit by its
serial number. Lease fleet and sales information is entered in the system daily
at the branch level and verified through periodic physical inventories by branch
employees. Branch salespeople also use the system to track customer leads and
other sales data, including information about current and prospective customers.

LEASE TERMS

Our leases have an average initial term of over eight months and provide
for the lease to continue at the same rental rate on a month-to-month basis
until the customer cancels the lease. The average duration of our leases has
been 20 months. Our average monthly rental rate was $118 in 1998. Most of our
portable storage units rent for $60 to $180 per month although large
custom-designed units may rent for as much as $350 per month. Our mobile offices
typically rent for $110 to $325 per month. Each lease provides that the customer
is responsible for the cost of delivery at lease inception and pickup at lease
termination. Our leases specify that the customer is liable for any damage done
to the unit beyond ordinary wear and tear. However, our customers may purchase a
damage waiver from us to avoid this liability. This provides us with an
additional source of recurring revenue. The customer's possessions stored within
the portable storage unit are the responsibility of the customer.

COMPETITION

We face competition from several local companies and usually one or two
regional companies in all of our current markets. Our competitors include
lessors of storage units, used over-the-road trailers and other structures used
for portable storage. We also compete with conventional fixed self-storage
facilities to a lesser extent. We compete primarily in terms of product quality
and availability, lease rates and customer service. Some of our competitors have
less debt, greater market share and greater financial resources and pricing
flexibility than we do. Sometimes, a competitor will lower its lease rates in
one of our markets to try to gain market share. This may require us to reduce
our lease rates as well, which could reduce our profitability in those markets.

29
<PAGE> 32

In addition to competition for customers, we face competition in purchasing
used ISO shipping containers. Several types of businesses purchase used shipping
ISO containers, including various freight transportation companies, freight
forwarders and commercial and retail storage companies. Some of these companies
have greater financial resources than we do. As a result, if the number of
available containers for sale decreases, these competitors may be able to absorb
an increase in the cost of containers, while we could not. If used ISO shipping
container prices increase substantially, we may not be able to manufacture
enough new units to grow our fleet. These price increases also could increase
our expenses and reduce our earnings.

EMPLOYEES

As of March 15, 1999, we had about 900 full-time employees. Our employees
are represented by the following major categories:

<TABLE>
<S> <C>
Management.................................................. 38
Administrative.............................................. 134
Sales and marketing......................................... 60
Manufacturing............................................... 503
Drivers and storage unit handling........................... 165
</TABLE>

Our employees are not represented by a labor union. We consider our
relations with our employees to be good.

PROPERTIES

We own our branch locations in Dallas, Texas and Oklahoma City, Oklahoma.
We lease the other branch locations. We believe that satisfactory alternative
properties can be found in all of our markets at the end of the leases, if
necessary.

We own our manufacturing facility in Maricopa, Arizona, which is
approximately 30 miles south of Phoenix. This facility is eight years old and is
on approximately 45 acres. The facility includes nine manufacturing buildings,
totaling approximately 158,000 square feet. These buildings house our
manufacturing, assembly, refurbishing, painting and vehicle maintenance
operations.

We lease our corporate and administrative offices in Tempe, Arizona. These
offices have 28,800 square feet of space, which we believe is enough to meet our
needs for the next several years. The lease term is through December 2000. We
believe we will be able to renew this lease if desired.

LITIGATION

We are a party to routine claims incidental to our business. Most of these
claims involve alleged damage to customers' property while stored in units they
lease from us. We carry insurance to protect us against loss from these types of
claims, subject to deductibles under the policy. We do not believe that any
current litigation, individually or in the aggregate, is likely have a material
adverse effect on our business or results of operations.

30
<PAGE> 33

MANAGEMENT

Our directors, executive officers and other key managers are:

<TABLE>
<CAPTION>
NAME AGE POSITIONS
- ---- --- ---------
<S> <C> <C>
Directors and Executive Officers
Richard E. Bunger.................. 61 Chairman of the Board of Directors and Director of
Product Research and Market Development
Steven G. Bunger................... 37 President, Chief Executive Officer and Director
Lawrence Trachtenberg.............. 42 Executive Vice President, Chief Financial Officer and
Director
Burton K. Kennedy Jr............... 51 Senior Vice President of Sales and Marketing
Russell Lemley..................... 41 Vice President of Operations
George E. Berkner.................. 64 Director
Ronald J. Marusiak................. 51 Director
Stephen A McConnell................ 46 Director

Other Key Managers
Kyle G. Blackwell.................. 34 Southwest Regional Manager
Michael J. Bunger.................. 32 Western Regional Manager
Ronald E. Marshall................. 47 Northern Regional Manager
Aric Clawson....................... 38 Vice President of Manufacturing
Deborah K. Keeley.................. 35 Vice President of Accounting and Corporate Controller
</TABLE>

Directors and Executive Officers

Richard E. Bunger has served as our Chairman of the Board of Directors and
a director since he founded Mobile Mini in 1983. He also served as Chief
Executive Officer and President through April 1997. Since April 1997, Mr. Bunger
has served as Director of Product Research and Market Development. Mr. Bunger
has been awarded approximately 67 patents, many related to portable storage
technology. For a period of approximately 25 years prior to founding Mobile
Mini, Mr. Bunger owned and operated Corral Industries Incorporated, a designer
and builder of integrated animal production facilities that also designed and
built mini storage facilities. He is the father of Steven G. Bunger.

Steven G. Bunger has served as our Chief Executive Officer, President and a
director since April 1997. Mr. Bunger joined Mobile Mini in 1983 and initially
worked in our drafting and design department. He served in a variety of
positions including dispatcher, salesperson, and advertising coordinator before
joining management. He served as sales manager of our Phoenix branch and our
operations manager and Vice President of Operations and Marketing before
becoming our Executive Vice President and Chief Operating Officer in November
1995. Mr. Bunger graduated from Arizona State University in 1986 with a B.A. in
Business Administration. He is the son of Richard E. Bunger.

Lawrence Trachtenberg has served as our Executive Vice President, Chief
Financial Officer, General Counsel, Secretary, Treasurer and a director since
December 1995. Mr. Trachtenberg is responsible for all of our accounting,
banking and related financial matters. Mr. Trachtenberg is admitted to practice
law in Arizona and New York and is a Certified Public Accountant in New York.
Before he joined us, Mr. Trachtenberg served as Vice President and General
Counsel at Express America Mortgage Corporation, a mortgage banking company,
from 1994 through 1995. Before then, he was Vice President and Chief Financial
Officer of Pacific International Services Corporation, a car rental and sales
company, from 1990 to 1994. Mr. Trachtenberg received his

31
<PAGE> 34

J.D. from Harvard Law School in 1981 and his B.A. in Accounting/Economics from
Queens College of the City University of New York in 1977.

Burton K. Kennedy, Jr. has served as our Senior Vice President of Sales and
Marketing since July 1996. He has overall responsibility for our branch lease
and sale operations and also directs our acquisition of portable storage units.
He also worked for us from 1986 until 1991. From 1993 through 1996, Mr. Kennedy
served in various executive positions with National Security Containers, a
division of Cavco, Inc.

Russell Lemley has served as our Vice President of Operations since June
1998. He joined us in August 1988 as Construction Superintendent to build our
Rialto, California facility, served as the Plant Manager of the Rialto facility
from 1989 to 1994, as General Manager of the Rialto facility from 1994 to 1998.

George E. Berkner has served as a director since December 1993. Since 1992,
Mr. Berkner has served as Vice President of AdGraphics, Inc., a computer
graphics company. From 1990 to 1992, he was a private investor. From 1972 until
1990, he was President and Chief Executive Officer of Gila River Products, a
plastics manufacturer. Mr. Berkner graduated from St. Johns University with a
B.A. in Economics/Business in 1956.

Ronald J. Marusiak has served as a director since February 1996. He has
been Division President of Micro-Tronics, Inc., a precision machining and tool
and die company for more than 10 years. Mr. Marusiak is the co-owner of R2B2
Systems, Inc., a computer hardware and software company, and a director of W.B.
McKee Securities, Inc. Mr. Marusiak received a M.S. in Management from LaVerne
University in 1979 and a B.S. from the United States Air Force Academy in 1971.

Stephen A McConnell has served as a director since August 1998. Since 1991,
he has been President of Solano Ventures, an investment firm. From 1991 to 1997,
he also was Chairman of Mallco Lumber & Building Materials, Inc., a wholesale
distributor of lumber and doors. From 1991 to 1995, he also was President of
Belt Perry Associates, Inc., a property tax consulting firm. He is also a
director of Pilgrim America Capital Corporation, JDA Software Group, Inc.,
Vodavi Technology, Inc. and Capital Title Group, Inc.

Other Key Managers

Kyle G. Blackwell has served as our Southwest Regional Manager since
January 1998. He is responsible for our six branches located in Texas and
Oklahoma. Mr. Blackwell joined us in March 1989 and served in purchasing and
production before joining our sales force. He was promoted to Division Manager
in May 1994 and to Regional Manager in January 1997. He is the son-in-law of
Richard E. Bunger.

Michael J. Bunger has served as our Western Regional Manager since November
1996. He is responsible for our four branches located in California and Arizona.
He joined us in 1984 in our Phoenix branch as head of our yard production, was
promoted to a sales representative in 1989, became the Phoenix Branch Manager in
1990 and a Division Manager in 1995. He is the son of Richard E. Bunger and the
brother of Steven G. Bunger.

Ronald E. Marshall has served as our Northern Regional Manager since
January 1999. He is responsible for our three branches located in Colorado,
Nevada and New Mexico. Mr. Marshall joined us in February 1997 as the Manager of
our Tucson branch. He was promoted to Director of New Market Development in
September 1997 and to his current position in January 1999. He operated Marshall
Marketing, a contract advertising agency, from 1996 through 1997. He served as a
General Manager to Zeb Pearce & Sons, a multi-beverage distributor, from 1978 to
1996.

Aric Clawson has served as our Vice President of Manufacturing since
December 1994. From 1992 to 1994, he served as General Manager of our
manufacturing facility in Maricopa, Arizona.

32
<PAGE> 35

Mr. Clawson joined us as a Project Manager in our design area in 1988. He is the
son-in-law of Richard E. Bunger.

Deborah K. Keeley has served as our Vice President of Accounting since
August 1996 and Corporate Controller since September 1995. Prior to joining us,
she was Corporate Accounting Manager for Evans Withycombe Residential, an
apartment developer, for six years.

EXECUTIVE COMPENSATION

The following table sets forth the annual and long-term compensation paid
or accrued to the Chief Executive Officer and the four highest compensated
executive officers whose salary and bonus exceeded $100,000 during 1998.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
OTHER LONG TERM
ANNUAL COMPENSATION ANNUAL COMPENSATION
FISCAL ------------------- COMPEN- ------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SATION(1) STOCK OPTIONS COMPENSATION
- --------------------------- ------ -------- -------- --------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Richard E. Bunger........... 1998 $183,750 $223,502 -- 30,000 $27,340(2)
Chairman of the Board 1997 175,000 163,059 -- 40,000 25,087(2)
1996 100,000 107,873 -- -- 21,100(2)
Steven G. Bunger............ 1998 $183,750 $193,812 $500 30,000 $ --
President, Chief 1997 170,000 119,577 500 40,000 5,000(3)
Executive Officer 1996 50,000 95,887 -- 25,000 5,000(3)
Lawrence Trachtenberg....... 1998 $157,500 $140,487 $500 30,000 $ --
Chief Financial Officer, 1997 145,000 102,494 500 40,000 5,000(3)
Executive Vice President 1996 50,000 95,887 -- 25,000 5,000(3)
Burton K. Kennedy Jr........ 1998 $110,284 $ 20,887 $500 5,000 $ 5,000(3)
Senior Vice President 1997 99,045 11,296 500 5,000 5,000(3)
1996 14,423 51,320 -- 50,000 2,500(3)
Russell Lemley.............. 1998 $ 94,480 $ 27,668 $225 29,000 $ 5,000(3)
Vice President, Operations 1997 56,000 20,775 253 3,000 5,000(3)
1996 61,182 -- -- -- 5,000(3)
</TABLE>

- ---------------
(1) Includes our contributions to the 401(k) Retirement Plan.

(2) We provide Mr. Richard E. Bunger with a car we own and a $2 million life
insurance policy. The amount shown is our estimate of our annual costs for
the car and the life insurance premiums we paid.

(3) Payments under non-compete agreements with us.

COMPENSATION OF DIRECTORS

We pay our directors (other than directors who are also employees) for
their service. Each director was paid $500 per board meeting in 1998, whether
attended in person or by telephone, and will be paid $15,000 per year plus $500
per board meeting attended in 1999. We also grant each outside director an
option to purchase 7,500 shares of common stock on each August 1. The exercise
price is equal to the fair market value of the common stock on the grant date.

33
<PAGE> 36

PRINCIPAL AND SELLING STOCKHOLDERS

The following shows the number and percentage of outstanding shares of our
common stock as of March 29, 1999 owned by:

- each stockholder known by us to beneficially own more than five percent
of our common stock;

- each director and executive officer;

- all executive officers and directors as a group; and

- each selling stockholder.

The table also shows the number of shares being sold by each selling stockholder
and the number and percentage of our outstanding shares each selling stockholder
will own after the offering, assuming that the underwriters do not exercise
their over-allotment option. The address of each person named in the table is
1834 West Third Street, Tempe, Arizona 85281, unless otherwise noted.

<TABLE>
<CAPTION>
SHARES OWNED AFTER
BEFORE OFFERING OFFERING
------------------- SHARES --------------------
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
- ---- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C>
Directors and Executive Officers:
Richard E. Bunger(1)..................... 2,327,000 28.1 500,000 1,827,000 17.0
Steven G. Bunger(2)...................... 335,849 4.1 -- 335,849 3.1
Lawrence Trachtenberg.................... 90,771 1.1 -- 90,771 *
Ronald J. Marusiak(3).................... 135,478 1.7 -- 135,478 1.3
George Berkner........................... 31,125 * -- 31,125 *
Burton K. Kennedy, Jr.................... 23,135 * -- 23,135 *
Russell Lemley........................... 9,288 * -- 9,288 *
Stephen A McConnell...................... 16,250 * -- 16,250 *
REB/BMB Family Limited Partnership(4).... 1,730,000 21.2 -- 1,730,000 16.2
Bunger Holdings, L.L.C.(5)............... 410,000 5.0 -- 410,000 3.8
All directors and executive officers as a
group (8 persons)..................... 2,799,517 34.3 -- 2,299,517 21.6

Other Selling Stockholders:
Kyle G. and Jennifer Blackwell........... 207,098 2.5 15,000 192,098 1.8
Michael J. and Angela Bunger............. 261,131 3.2 15,000 246,131 2.3
Aric and Carolyn Clawson................. 202,051 2.5 15,000 187,051 1.8
Jon and Susan Keating.................... 180,740 2.2 15,000 165,740 1.6
Pennies of the World, Inc.(6)............ 85,468 1.0 40,000 45,468 *
</TABLE>

- ---------------
* Less than 1%.

(1) Includes 1,730,000 shares owned by REB/BMB Family Limited Partnership. Mr.
Richard E. Bunger disclaims any beneficial ownership of shares held by
REB/BMB Family Limited Partnership in excess of 1,080,430.

(2) Includes: 82,000 shares owned by Bunger Holdings, L.L.C.; 169,379 shares
owned by REB/ BMB Family Limited Partnership; 2,470 shares of common stock;
and 82,000 shares subject to exercisable options. Of the 169,379 shares
owned by REB/BMB Family Limited Partnership, 134,148 are held for members of
Mr. Bunger's immediate family.

(3) Includes: 95,500 shares held by a Profit Sharing Plan and Trust of which Mr.
Marusiak is Trustee and Plan Administrator. Mr. Marusiak disclaims any
beneficial ownership of 80% of these shares.

34
<PAGE> 37

(4) Richard E. Bunger and his wife, Barbara M. Bunger, are the general partners
of REB/BMB Family Limited Partnership.

(5) The members of Bunger Holdings, L.L.C. are Steven G. Bunger, Carolyn
Clawson, Michael Bunger, Jennifer Blackwell and Susan Keating, each a child
of Richard E. Bunger.

(6) Pennies of the World, Inc. acquired shares of our common stock in January
1999 in partial payment of the purchase price in the acquisition of our Las
Vegas branch a year earlier. Pennies of the World, Inc. is located at 8
Horizon Avenue, Venice, California 90291.

35
<PAGE> 38

DESCRIPTION OF COMMON STOCK AND OTHER SECURITIES

GENERAL

Our Certificate of Incorporation authorizes the issuance of 17,000,000
shares of common stock and 5,000,000 shares of preferred stock. As of March 31,
1999, 8,170,451 shares of common stock were outstanding, and we had reserved
1,095,375 shares of common stock for issuance upon exercise of outstanding
options and warrants. No shares of preferred stock were outstanding on March 31,
1999. We may issue shares of our redeemable Series B convertible preferred stock
in connection with our acquisition of the assets of National Security
Containers, L.L.C.

COMMON STOCK

The holders of common stock have one vote per share on all matters
submitted to a vote of our stockholders. Holders of common stock are entitled to
receive any dividends on the common stock declared by the Board of Directors out
of funds legally available for dividend payments. If we dissolve, liquidate or
wind up our business, the holders of common stock will share ratably in our
assets after payment of our liabilities and any preferences on the preferred
stock. All outstanding shares of common stock are fully paid and nonassessable.

The holders of common stock do not have any rights to acquire or subscribe
for additional shares. Accordingly, if you buy shares in this offering and we
later decide to sell additional shares, you will have no right to purchase any
of those additional shares. Therefore, your percentage interest would be
reduced.

Under our Bylaws, the holders of one-third of the outstanding shares of our
common stock, if present in person or by proxy, represent a quorum for the
transaction of business at our stockholders meetings. In most instances, if
holders of a majority of the common stock present in person or by proxy at any
meeting vote "for" a matter, including the election of directors, the matter
passes.

The holders of common stock do not have cumulative voting rights. This
means the holders of more than half of the outstanding shares of our common
stock can elect all of the directors if they choose to do so, and the priority
stockholders cannot elect any Directors. The Board of Directors is allowed to
fill any vacancies on the Board between stockholders' meetings.

PREFERRED STOCK

Under our Certificate of Incorporation, the Board of Directors may issue
shares of preferred stock without stockholder approval. The Board may set the
rights, privileges and preferences of any series of preferred stock it decides
to issue. This includes the dividend rate and voting rights, redemption rights,
sinking fund, liquidation preferences and conversion rights. Therefore, the
rights of any preferred stock the Board of Directors may decide to issue could
adversely affect the voting power or other rights of the holders of the common
stock. We do not currently intend to issue any preferred stock other than our
redeemable Series B convertible preferred stock which is described below and
which may be issued in connection with our acquisition of the assets of National
Security Containers. See "Use of Proceeds."

At the closing of that acquisition, we will issue National Security
Containers, L.L.C. 640,000 shares of our Series B preferred stock, with a
mutually agreed aggregate value of $8 million. The rights and preferences we
expect to adopt for the Series B preferred stock are described below. If the
offering of our common stock pursuant to this prospectus is complete before the
closing of the asset acquisition, we will not issue any shares of preferred
stock, but will instead pay the entire purchase price in cash.

Dividends. Dividends on the Series B preferred stock will accrue at the
rate of 5% per year for the first six months the shares are issued and at a rate
of 12% per year after that six month period. Dividends are payable quarterly in
cash out of funds legally available for use in the payment of dividends. If we
fail to redeem the shares of Series B preferred stock when required,

36
<PAGE> 39

or if we fail four times to pay dividends on a quarterly payment date, dividends
begin to accrue at a rate of 18% per year.

Conversion. After the first anniversary of issuance, if not redeemed
earlier, each share of Series B preferred stock will become convertible into one
share of our common stock (subject to certain adjustments), at the option of the
owner of the share. If not previously redeemed, all the shares of Series B
preferred stock would be convertible into 640,000 shares of our common stock,
assuming no adjustments had to be made to the $12.50 per share initial
conversion price.

Redemption. We may redeem all or any of the shares of Series B preferred
stock at any time. On the second anniversary of the issuance of the shares of
Series B preferred stock, we will be required to redeem all outstanding shares.
Also, if there is a change in control of Mobile Mini, we will be required to
redeem all of the Series B preferred stock. In addition, if after issuing the
Series B preferred stock, we complete an offering of our equity securities or
subordinated debt securities, up to one-half of the net proceeds of each
offering must be used to redeem shares of Series B preferred stock. The
redemption price of the Series B preferred stock is $12.50, plus all accrued and
unpaid dividends.

Liquidation Preference. Upon our liquidation, dissolution or winding-up,
each share of Series B preferred stock will be entitled to receive $12.50 plus
all accrued but unpaid dividends, before any distribution can be made on our
common stock. After receiving that liquidation preference payment, the Series B
preferred stock will not be entitled to further participate in liquidation
distributions. However, if at the time we liquidate, dissolve or wind-up, we
also have failed to redeem the shares of Series B preferred stock when required,
or if we failed four times to pay dividends on a quarterly payment date, after
receiving the liquidation preference payment, the shares of Series B preferred
stock will be entitled to participate in distributions made on the common stock,
based upon the number of shares of common stock then issuable upon conversion of
a share of Series B preferred stock.

Voting Rights. Initially, the Series B preferred stock will not entitled
to vote, except as provided by Delaware law. However, if we fail to redeem the
shares of Series B preferred stock when required, or if we fail four times to
pay dividends on a quarterly payment date, the Series B preferred stock will be
entitled to vote with the holders of common stock as a single class, with each
share of Series B preferred stock having that number of votes equal to the
number of shares of common stock into which it is convertible.

Registration Rights. We will grant National Security Containers rights to
demand registration of the shares of common stock issuable upon conversion of
the shares of Series B preferred stock and rights to include shares of common
stock in other registrations effected by us. These rights will be generally
transferable.

WARRANTS

In October 1997, we issued warrants to purchase 187,500 shares of common
stock in connection with the sale of our 12% Senior Subordinated Notes. Those
warrants are exercisable at $5.00 per share and expire on November 1, 2002. As
of March 31, 1999, warrants to purchase 182,625 shares of common stock were
outstanding.

CLASSIFIED BOARD OF DIRECTORS AND RELATED PROVISIONS

We have also set up a classified Board of Directors. This means that our
directors serve staggered terms of three years each. This classified board
structure means that stockholders who do not approve of the policies of the
Board of Directors cannot vote to remove more than one-third of the directors at
any one annual meeting. It will take two annual meetings of stockholders to
remove a majority of the Board.

TRANSFER AGENT

The transfer agent for our common stock is Harris Trust and Savings Bank,
Chicago, Illinois.

37
<PAGE> 40

PLAN OF DISTRIBUTION

The underwriters named below, through their representatives, BT Alex. Brown
Incorporated, A.G. Edwards & Sons, Inc., Morgan Keegan & Company, Inc. and
Peacock, Hislop, Staley & Given, Inc., have severally agreed to purchase from us
and the selling stockholders the following numbers of shares of common stock at
the public offering price less the underwriting discounts and commissions shown
on the cover page of this prospectus.

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
- ----------- ----------------
<S> <C>
BT Alex. Brown Incorporated..............................
A.G. Edwards & Sons, Inc.................................
Morgan Keegan & Company, Inc. ...........................
Peacock, Hislop, Staley & Given, Inc. ...................

---------
Total.......................................... 3,100,000
=========
</TABLE>

We and the selling stockholders have entered into an underwriting agreement
with the underwriters which provides that the underwriters are obligated,
subject to the terms and conditions of the underwriting agreement, to purchase
all of the shares of common stock being offered, other than those covered by the
over-allotment option described below, if any of such shares are purchased.

The underwriters propose to offer the shares of common stock to the public
at the public offering price shown on the cover page of this prospectus and to
dealers at a price that represents a concession not in excess of $ per share
under the public offering price. The underwriters may allow, and dealers may
re-allow, a concession not in excess of $ per share to other dealers. After
the public offering, the offering price and other selling terms may be changed
by the representatives of the underwriters. The underwriters may sell more
shares that the total number shown on the above table. To cover these sales, we
have granted to the underwriters an option, exercisable not later than 30 days
after the date of this prospectus, to purchase up to 465,000 additional shares
of our common stock at the public offering price less the underwriting discounts
and commissions shown on the cover page of this prospectus. The underwriters may
exercise this option only to cover these sales. To the extent that the
underwriters exercise their option, each of the underwriters will become
obligated to purchase approximately the same percentage of additional shares of
common stock as the number of shares of common stock to be purchased by it in
the above table bears to 3,100,000, and we will be obligated to sell such shares
to the underwriters. If any additional shares of common stock are purchased, the
underwriters will offer additional shares on the same terms as those on which
the initial shares are being offered.

We and certain selling stockholders have agreed to indemnify the
underwriters against liabilities in connection with this offering, including
liabilities under the Securities Act of 1933.

38
<PAGE> 41

The representatives of the underwriters have advised us that the
underwriters do not intend to confirm sales to any account over which they
exercise discretionary authority.

To facilitate this offering, the underwriters may engage in transactions
that stabilize, maintain or otherwise affect the market price of our common
stock. Specifically, the underwriters may over-allot shares of our common stock
in connection with this offering by creating a short position in our common
stock for their own accounts. A short position results when an underwriter sells
more shares of common stock than that underwriter is committed to purchase.
Additionally, to cover these over-allotments or to stabilize the market price of
our common stock, the underwriters may bid for, and purchase, shares of our
common stock in the open market at a level above that which might otherwise
prevail in the open market. Finally, the representatives, on behalf of the
underwriters, may also reclaim selling concessions allowed to an underwriter or
a dealer if the underwriting syndicate repurchases shares distributed by that
underwriter or dealer. Any of these activities may maintain the market price of
our common stock at a level above that which might otherwise prevail in the open
market. The underwriters are not required to engage in these activities, and if
commenced, may end any of these activities at any time.

Our directors and executive officers collectively hold approximately
2,290,000 shares of our common stock and exercisable options to buy
approximately 337,000 shares of common stock, after giving effect to the sale of
500,000 shares by Richard E. Bunger. Our directors and executive officers have
agreed with the underwriters, subject to certain limited exceptions, not to
offer, sell, pledge or otherwise dispose of any shares of common stock owned by
them for a period of one year following the date of this offering without the
prior written consent of BT Alex. Brown Incorporated.

We have agreed with the underwriters not to offer, sell, pledge or
otherwise dispose of any shares of our common stock for a period of one year
from the date of this offering without the prior written consent of BT Alex.
Brown Incorporated, except that we may issue, and grant options or warrants to
purchase, shares of our common stock or any shares convertible into, exercisable
for or exchangeable for shares of our common stock, upon the exercise of
outstanding options and warrants and our issuance of options and stock granted
under the existing stock option plan and in connection with acquisition
transactions.

In connection with this offering, some of the underwriters and selling
group members (if any) who are qualified market makers in our common stock may
engage in passive market making transactions in our common stock on the Nasdaq
National Market in accordance with Rule 103 of Regulation M under the Exchange
Act, during the business day prior to the pricing of this offering before the
commencement of offers or sales of the common stock. Passive market makers must
comply with applicable volume and price limitations and must be identified as
such. In general, a passive market maker must display its bid at a price not in
excess of the highest independent bid of such security; if all independent bids
are lowered below the passive market makers' bid, however, such bid must then be
lowered when certain purchase limits are exceeded. Passive market making may
stabilize the market price of our common stock at a level above that which might
otherwise prevail and, if commenced, may be discontinued at any time.

BT Commercial Corporation, an affiliate of BT Alex. Brown Incorporated, is
the agent for our lenders under our $90 million credit facility. We believe the
interest rate and other terms and conditions of our credit facility are within
standard industry parameters.

VALIDITY OF THE SHARES

The validity of the common stock offered hereby will be passed upon for the
Company by Bryan Cave LLP, Phoenix, Arizona. Piper & Marbury L.L.P., Baltimore,
Maryland, will pass upon certain legal matters as requested by the underwriters.

39
<PAGE> 42

EXPERTS

Our consolidated financial statements as of December 31, 1997 and 1998 and
for each of the three years in the period ended December 31, 1998 included in
this prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto. We have
included these financial statements because we believe our auditors are experts
in accounting and auditing.

40
<PAGE> 43

WHERE YOU CAN GET ADDITIONAL INFORMATION

We have filed a registration statement on Form S-2 with the SEC. This
prospectus does not contain all of the information in the registration
statement. We have omitted some of that information under the SEC's rules and
regulations. You should refer to the registration statement and its exhibits for
further information.

We are subject to the informational requirements of the Securities Exchange
Act of 1934, and we file reports, proxy statements and other information with
the SEC. These documents and the registration statement may be inspected and
copied at the SEC's public reference facilities at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549; Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and 7 World Trade Center, 13th Floor, New York,
New York 10048. You can also get copies of these documents by writing to the
SEC's Public Reference Section at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates, or on the World Wide Web through the SEC's Internet
address at "http://www.sec.gov." Our common stock is listed on the Nasdaq
National Market, and you may also inspect and copy our SEC filings at the
National Association of Securities Dealers, Inc. at 1735 K Street, N.W.,
Washington, D.C. 20549.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We have filed the following documents with the SEC (File No. 1-12804)
pursuant to the Securities Exchange Act of 1934. These documents are
incorporated in this prospectus by reference:

- Our Annual Report on Form 10-K for the year ended December 31, 1998;

- Our Current Report on Form 8-K, dated April 1, 1999; and

- All other reports we have filed pursuant to Sections 13(a) or 15(d) of
the Exchange Act since December 31, 1998.

All other documents that we filed pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus and before the
termination of this offering are also incorporated by reference in this
prospectus from their date of filing.

Any statement contained in a document incorporated in this prospectus by
reference, or contained in this prospectus, will be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus or in any other subsequently filed document which
is incorporated by reference in this prospectus modifies or supersedes the
earlier statement. Any statement so modified does not constitute a part of this
prospectus except as so modified, and any statement so superseded does not
constitute a part of this prospectus.

Requests for copies of incorporated documents should be directed to:
Stockholder Relations Department, Mobile Mini, Inc., 1834 West Third Street,
Tempe, Arizona 85281, telephone: (602) 894-6311. We will give you copies free of
charge.

41
<PAGE> 44

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Report of Independent Public Accountants.................... F-2

Consolidated Balance Sheets -- December 31, 1997 and 1998... F-3

Consolidated Statements of Operations -- For the Years Ended
December 31, 1996, 1997 and 1998.......................... F-4

Consolidated Statements of Stockholders' Equity -- For the
Years Ended December 31, 1996, 1997 and 1998.............. F-5

Consolidated Statements of Cash Flows -- For the Years Ended
December 31, 1996, 1997 and 1998.......................... F-6

Notes to Consolidated Financial Statements -- December 31,
1997 and 1998............................................. F-8

Financial Statement Schedule
</TABLE>

F-1
<PAGE> 45

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Mobile Mini, Inc.:

We have audited the accompanying consolidated balance sheets of MOBILE
MINI, INC. (a Delaware corporation) and subsidiaries as of December 31, 1997 and
1998, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the three years in the period ended December
31, 1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform our audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Mobile Mini, Inc. and
subsidiaries as of December 31, 1997 and 1998 and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index of the
financial statements is presented for the purpose of complying with the
Securities and Exchange Commission's rules and is not a required part of the
basic financial statements. This schedule has been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.

ARTHUR ANDERSEN LLP

Phoenix, Arizona,
February 12, 1999.

F-2
<PAGE> 46

MOBILE MINI, INC.

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1998

<TABLE>
<CAPTION>
1997 1998
----------- ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 1,005,204 $ 1,030,138
Receivables, net of allowance for doubtful accounts of
$893,000 and $1,085,000, respectively..................... 6,259,476 6,254,938
Inventories................................................. 4,748,316 8,550,778
Portable storage unit lease fleet, net of accumulated
depreciation of $1,735,000 and $2,584,000, respectively... 50,906,908 76,589,831
Property, plant and equipment, net.......................... 18,011,916 20,262,738
Deposits and prepaid expenses............................... 898,615 787,426
Other assets................................................ 2,221,587 3,314,384
----------- ------------
TOTAL ASSETS...................................... $84,052,022 $116,790,233
=========== ============

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Accounts payable............................................ $ 2,676,634 $ 2,953,833
Accrued liabilities......................................... 3,104,747 3,858,165
Line of credit.............................................. 35,883,104 57,183,576
Notes payable............................................... 6,123,049 4,819,976
Obligations under capital leases............................ 5,371,603 3,196,021
Subordinated notes, net..................................... 6,647,874 6,700,038
Deferred income taxes....................................... 5,217,619 8,206,830
----------- ------------
TOTAL LIABILITIES................................. 65,024,630 86,918,439
----------- ------------

Commitments and Contingencies (Note 10)
STOCKHOLDERS' EQUITY:
Common stock; $0.01 par value, 17,000,000 shares authorized,
6,799,524 and 7,966,863 issued and outstanding at December
31, 1997 and 1998, respectively........................... 67,995 79,669
Additional paid-in capital.................................. 16,206,166 22,054,927
Common stock to be issued, 85,468 shares.................... -- 500,000
Retained earnings........................................... 2,753,231 7,237,198
----------- ------------
TOTAL STOCKHOLDERS' EQUITY........................ 19,027,392 29,871,794
----------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY........ $84,052,022 $116,790,233
=========== ============
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.
F-3
<PAGE> 47

MOBILE MINI, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

<TABLE>
<CAPTION>
1996 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
REVENUES:
Leasing....................................... $17,876,236 $24,870,141 $36,461,050
Sales......................................... 23,618,754 20,527,477 15,623,088
Other......................................... 930,611 685,005 592,393
----------- ----------- -----------
42,425,601 46,082,623 52,676,531
COSTS AND EXPENSES:
Cost of sales................................. 19,926,191 14,546,347 10,729,988
Leasing, selling and general expenses......... 15,343,210 20,585,458 25,724,193
Depreciation and amortization................. 1,713,419 2,253,264 2,884,007
Restructuring charge.......................... 700,000 -- --
----------- ----------- -----------
INCOME FROM OPERATIONS.......................... 4,742,781 8,697,554 13,338,343
OTHER INCOME (EXPENSE):
Interest income............................... 9,546 4,628 31,274
Interest expense.............................. (3,894,155) (5,034,856) (5,896,339)
----------- ----------- -----------
INCOME BEFORE PROVISION FOR INCOME TAXES AND
EXTRAORDINARY ITEM............................ 858,172 3,667,326 7,473,278
PROVISION FOR INCOME TAXES...................... 377,596 1,466,930 2,989,311
----------- ----------- -----------
INCOME BEFORE EXTRAORDINARY ITEM................ 480,576 2,200,396 4,483,967
EXTRAORDINARY ITEM, net of income tax benefit of
$322,421...................................... (410,354) -- --
----------- ----------- -----------
NET INCOME...................................... $ 70,222 $ 2,200,396 $ 4,483,967
=========== =========== ===========
EARNINGS PER SHARE:
BASIC:
Income before extraordinary item.............. $ 0.07 $ 0.33 $ 0.57
Extraordinary item............................ (0.06) -- --
----------- ----------- -----------
Net income.................................... $ 0.01 $ 0.33 $ 0.57
=========== =========== ===========
DILUTED:
Income before extraordinary item.............. $ 0.07 $ 0.32 $ 0.53
Extraordinary item............................ (0.06) -- --
----------- ----------- -----------
Net income.................................... $ 0.01 $ 0.32 $ 0.53
=========== =========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON
SHARE EQUIVALENTS OUTSTANDING:
Basic......................................... 6,737,592 6,752,147 7,839,623
=========== =========== ===========
Diluted....................................... 6,744,229 6,800,303 8,417,168
=========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.
F-4
<PAGE> 48

MOBILE MINI, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

<TABLE>
<CAPTION>
COMMON
ADDITIONAL STOCK
PREFERRED COMMON PAID-IN TO BE RETAINED STOCKHOLDERS'
STOCK STOCK CAPITAL ISSUED EARNINGS EQUITY
----------- ------- ----------- -------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1995.... $ 5,000,000 $48,350 $10,628,979 $ -- $ 482,613 $16,159,942
Conversion of preferred
stock..................... (5,000,000) 19,043 4,959,894 -- -- (21,063)
Net income.................. -- -- -- -- 70,222 70,222
----------- ------- ----------- -------- ---------- -----------
Balance, December 31, 1996.... -- 67,393 15,588,873 -- 552,835 16,209,101
Issuance of common stock
(Notes 6 and 11).......... -- 600 333,175 -- -- 333,775
Exercise of stock options... -- 2 648 -- -- 650
Warrants issued (Note 11)... -- -- 283,470 -- -- 283,470
Net income.................. -- -- -- -- 2,200,396 2,200,396
----------- ------- ----------- -------- ---------- -----------
Balance, December 31, 1997.... -- 67,995 16,206,166 -- 2,753,231 19,027,392
Issuance of common stock
(Notes 6 and 11).......... -- 180 183,820 -- -- 184,000
Exercise of stock options... -- 9 3,779 -- -- 3,788
Exercise of warrants........ -- 11,485 5,661,162 -- -- 5,672,647
Common stock to be issued,
85,468 shares............. -- -- -- 500,000 -- 500,000
Net income.................. -- -- -- -- 4,483,967 4,483,967
----------- ------- ----------- -------- ---------- -----------
Balance, December 31, 1998.... $ -- $79,669 $22,054,927 $500,000 $7,237,198 $29,871,794
=========== ======= =========== ======== ========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.
F-5
<PAGE> 49

MOBILE MINI, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

<TABLE>
<CAPTION>
1996 1997 1998
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................... $ 70,222 $ 2,200,396 $ 4,483,967
Adjustments to reconcile income to net cash provided
by operating activities:
Extraordinary loss on early debt extinguishment.... 410,354 -- --
Allowance for doubtful accounts receivable......... 502,065 1,104,863 983,526
Amortization of deferred loan costs................ 385,473 548,725 587,096
Amortization of warrant issuance discount.......... -- 8,694 52,164
Depreciation and amortization...................... 1,713,419 2,253,264 2,884,007
Loss (gain) on disposal of property, plant and
equipment........................................ 3,938 56,247 (2,901)
Deferred income taxes.............................. (2,485) 1,508,119 2,989,211
Changes in certain assets and liabilities, net of
effect of businesses acquired:
Increase in receivables.......................... (821,194) (2,732,485) (937,114)
Decrease (increase) in inventories............... 194,840 250,066 (3,802,462)
(Increase) decrease in deposits and prepaid
expenses...................................... (24,410) (155,631) 188,559
Decrease (increase) in other assets.............. 45,908 10,746 (1,826)
(Decrease) increase in accounts payable.......... (1,707,818) 119,305 277,199
Increase in accrued liabilities.................. 619,649 912,634 753,416
------------ ------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES........ 1,389,961 6,084,943 8,454,842
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for businesses acquired (Note 12).......... -- -- (3,944,446)
Net purchases of portable storage unit lease fleet... (7,737,552) (17,078,799) (23,492,555)
Net purchases of property, plant and equipment....... (3,013,247) (2,140,205) (3,775,359)
------------ ------------ ------------
NET CASH USED IN INVESTING ACTIVITIES............ (10,750,799) (19,219,004) (31,212,360)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under lines of credit................. 22,307,001 9,477,069 21,300,472
Proceeds from issuance of notes payable.............. 7,127,997 10,391,748 376,670
Deferred financing costs............................. (1,963,484) (727,434) (505,061)
Principal payments and penalties on early debt
extinguishment..................................... (14,405,879) -- --
Principal payment on notes payable................... (1,334,083) (4,632,298) (1,679,743)
Principal payments on capital lease obligations...... (3,043,759) (1,367,833) (2,386,321)
Exercise of warrants................................. -- 260,820 5,672,647
Issuance of common stock............................. (21,063) 650 3,788
------------ ------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES........ 8,666,730 13,402,722 22,782,452
------------ ------------ ------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS... (694,108) 268,661 24,934
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR......... 1,430,651 736,543 1,005,204
------------ ------------ ------------
CASH AND CASH EQUIVALENTS AT END OF YEAR............... $ 736,543 $ 1,005,204 $ 1,030,138
============ ============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for interest............... $ 3,186,774 $ 4,347,025 $ 5,479,214
============ ============ ============
Cash paid during the year for income taxes........... $ 59,958 $ 66,162 $ 75,045
============ ============ ============
</TABLE>

The accompanying notes are an integral part of these consolidated statements.
F-6
<PAGE> 50

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:

In 1998, the Company issued 85,468 shares of the Company's common stock
valued at $500,000 as partial consideration in the purchase price of Nevada
Storage Containers (Las Vegas, Nevada) and issued 18,022 shares of the Company's
common stock valued at $184,000 as partial consideration in the purchase price
of Aspen Instant Storage (Oklahoma City, Oklahoma). In 1997, the Company issued
60,000 shares of the Company's common stock and 15,000 warrants to purchase the
Company's common stock as consideration for services performed in connection
with the $6.9 million subordinated debt offering and related bridge financing
with an aggregate value of $357,675 (Note 6). Capital lease obligations of
$548,697 and $210,740 during 1996 and 1998, respectively, were incurred in
connection with lease agreements for equipment. The Company did not enter into
any capital lease obligations during 1997.

The accompanying notes are an integral part of these consolidated statements.
F-7
<PAGE> 51

MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1998

(1) THE COMPANY, ITS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION AND SPECIAL CONSIDERATIONS

Mobile Mini, Inc., a Delaware corporation, is a leading provider of
portable storage leasing solutions. The Company designs and manufactures
portable steel storage units and acquires and refurbishes used ocean-going
shipping containers for lease primarily in Arizona, California, Texas, Nevada,
Oklahoma, New Mexico and Colorado. In addition to its leasing operations, the
Company sells new and used portable storage units and provides other ancillary
services.

The Company has experienced rapid growth during the last several years with
lease revenues increasing at a 39.6% compounded rate during the last four years.
This growth is related to the expansion of the Company's portable storage unit
lease fleet at existing locations in Arizona, California, Texas and new
locations added in 1998 in Nevada, Oklahoma, New Mexico and Colorado.

The Company believes that its current capitalization, together with
borrowings available under the Credit Facility, is sufficient to permit
controlled growth. However, should demand for the Company's products continue to
grow at a significant rate, the Company will be required to secure additional
financing through additional borrowings, debt or equity offerings, or a
combination of these sources to meet this demand. The Company believes that such
financing will be available; however, there is no assurance that any such
financings will be available or on terms acceptable to the Company.

The Company's ability to obtain used containers for its lease fleet is
subject in large part to the availability of these containers in the market.
This is in part subject to international trade issues and the demand for
containers in the ocean cargo shipping business. Should there be a shortage in
supply of used containers, the Company could supplement its lease fleet with new
portable storage units manufactured by the Company. However, should there be an
overabundance of these used containers available, it is likely that prices would
fall. This could result in a reduction in the lease rates the Company could
obtain from its portable storage unit leasing operations. It could also cause
the appraised orderly liquidation value of the portable storage units in the
lease fleet to decline. In such event, the Company's ability to finance its
business through the Credit Facility would be affected as the maximum borrowing
limit under that facility is based upon the appraised orderly liquidation value
of the Company's portable storage unit lease fleet. In addition, under the
Credit Facility, the Company is required to comply with certain covenants and
restrictions as more fully discussed in Note 3. If the Company fails to comply
with these covenants and restrictions, the lender has the right to refuse to
lend the Company additional funds and may require early payment of amounts owed
to the lender. If this happens, it would materially impact the Company's growth
and ability to fund ongoing operations. Furthermore, because a substantial
portion of the amount borrowed under the Credit Facility bears interest at a
variable rate, a significant increase in interest rates could have a materially
adverse affect on the results of operations and financial condition of the
Company.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Mobile Mini,
Inc. and its wholly owned subsidiary, Mobile Mini I, Inc. (collectively the
"Company"). All material intercompany transactions have been eliminated.

F-8
<PAGE> 52
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

REVENUE RECOGNITION

The Company recognizes revenue from sales of containers upon delivery.
Revenue generated under portable storage unit leases is recognized as earned
when the customer is invoiced.

Revenue under certain contracts for the manufacture of telecommunication
shelters is recognized using the percentage-of-completion method primarily based
on contract costs incurred to date compared with total estimated contract costs.
Provision for estimated losses on uncompleted contracts are made in the period
in which such losses are determined. Costs and estimated earnings in excess of
billings on uncompleted contracts is approximately $307,000 and $73,000 at
December 31, 1997 and 1998 respectively, and are included in receivables in the
accompanying consolidated balance sheets.

Revenue from portable storage unit delivery and hauling is recognized as
these services are provided.

CONCENTRATION OF CREDIT RISK

Financial instruments which potentially expose the Company to
concentrations of credit risk, as defined by Statement of Financial Accounting
Standards (SFAS) No. 105, consist primarily of receivables. Concentration of
credit risk with respect to receivables are limited due to the large number of
customers spread over a large geographic area in many industry segments. The
Company's receivables related to its sales operations are generally secured by
the product sold to the customer. The Company's receivables related to its
leasing operations are primarily small month-to-month amounts generated from
both off site and on site customers. The Company has the right to repossess the
portable storage unit, including any customer goods, for non payment.

The Company's leasing customers by major category are presented below:

<TABLE>
<CAPTION>
1997 1998
---- ----
<S> <C> <C>
Retail...................................................... 46% 40%
Construction................................................ 24% 31%
Consumers................................................... 17% 15%
Commercial.................................................. 4% 7%
Government and Institutions................................. 7% 6%
Other....................................................... 2% 1%
</TABLE>

CASH AND CASH EQUIVALENTS

Cash and cash equivalents at December 31, 1997 and 1998 include $416,800
and $415,800, respectively, (including earned interest) in an interest reserve
account as required under the Indenture (see Note 6) in connection with the
Company's 12% Senior Subordinated Notes and represent an amount equal to at
least six months interest based on the principal amount outstanding.

F-9
<PAGE> 53
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INVENTORIES

Inventories are stated at the lower of cost or market, with cost being
determined under the specific identification method. Market is the lower of
replacement cost or net realizable value. Inventories at December 31 consist of
the following:

<TABLE>
<CAPTION>
1997 1998
---------- ----------
<S> <C> <C>
Raw materials and supplies........................ $3,241,962 $6,480,553
Work-in-process................................... 631,399 801,338
Finished portable storage units................... 874,955 1,268,887
---------- ----------
$4,748,316 $8,550,778
========== ==========
</TABLE>

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost, net of accumulated
depreciation. Depreciation is provided using the straight-line method over the
assets' estimated useful lives. Salvage values are determined when the property
is constructed or acquired and range up to 25%, depending on the nature of the
asset. In the opinion of management, estimated salvage values do not cause
carrying values to exceed net realizable value. Normal repairs and maintenance
to property, plant and equipment are expensed as incurred.

Property, plant and equipment at December 31 consist of the following:

<TABLE>
<CAPTION>
ESTIMATED
USEFUL LIFE
IN YEARS 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
Land............................... $ 708,555 $ 777,668
Vehicles and equipment............. 5 to 10 12,721,917 15,963,099
Buildings and improvements......... 30 6,739,190 7,211,833
Office fixtures and equipment...... 5 to 20 3,109,904 3,404,320
----------- -----------
23,279,566 27,356,920
Less -- Accumulated depreciation... (5,267,650) (7,094,182)
----------- -----------
$18,011,916 $20,262,738
=========== ===========
</TABLE>

Property, plant and equipment includes assets acquired under capital leases of
approximately $603,000 and $818,000, and accumulated amortization of
approximately $107,000 and $165,000, at December 31, 1997 and 1998,
respectively.

At December 31, 1997 and 1998, a portion of property, plant and equipment
was pledged as collateral for notes payable obligations and obligations under
capital leases (see Notes 3, 4 and 5).

ACCRUED LIABILITIES

Included in accrued liabilities in the accompanying consolidated balance
sheets are customer deposits and prepayments totaling approximately $485,000 and
$645,000 for the years ended December 31, 1997 and 1998, respectively.

EARNINGS PER SHARE

The Company has adopted SFAS No. 128, Earnings per Share. Pursuant to SFAS
No. 128, basic earnings per common share are computed by dividing net income by
the weighted average number

F-10
<PAGE> 54
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

of shares of common stock outstanding during the year. Diluted earnings per
common share are determined assuming that options were exercised at the
beginning of each year or at the time of issuance. SFAS No. 128 is effective for
financial statements for both interim and annual periods presented after
December 15, 1997 and as a result, all prior period earnings per share (EPS)
data presented has been restated.

Below are the required disclosures pursuant to SFAS No. 128 for the years
ended December 31, 1996, 1997 and 1998:

<TABLE>
<CAPTION>
1996 1997 1998
---------- ---------- ----------
<S> <C> <C> <C>
Basic earnings per share:
Net income............................... $ 70,222 $2,200,396 $4,483,967
========== ========== ==========
Weighted average common shares........... 6,737,592 6,752,147 7,839,623
---------- ---------- ----------
Basic earnings per share.............. $ 0.01 $ 0.33 $ 0.57
========== ========== ==========
Diluted earnings per share:
Net income............................... $ 70,222 $2,200,396 $4,483,967
========== ========== ==========
Weighted average common shares........... 6,737,592 6,752,147 7,839,623
Options and warrants assumed converted... 6,637 48,156 577,545
---------- ---------- ----------
Weighted average common shares plus
assumed conversion.................... 6,744,229 6,800,303 8,417,168
---------- ---------- ----------
Diluted earnings per share............ $ 0.01 $ 0.32 $ 0.53
========== ========== ==========
</TABLE>

LONG-LIVED ASSETS

The Company periodically evaluates the carrying value of long-lived assets
in accordance with SFAS No. 121 Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of. Under SFAS No. 121,
long-lived assets and certain identifiable intangible assets to be held and used
in operations are reviewed for impairment whenever events or circumstances
indicate that the carrying amount of an asset may not be fully recoverable. An
impairment loss is recognized if the sum of the expected long-term undiscounted
cash flows is less than the carrying amount of the long-lived assets being
evaluated.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value of financial instruments has been determined by
the Company using available market information and valuation methodologies.
Considerable judgment is required in estimating fair values. Accordingly, the
estimates may not be indicative of the amounts the Company could realize in a
current market exchange.

The carrying amounts of cash and cash equivalents, receivables and accounts
payable approximate fair values. The carrying amounts of the Company's
borrowings under the revolving line of credit and certain variable rate notes
payable instruments approximate fair value. The fair value of the Company's
variable rate notes payable and revolving line of credit is estimated using
discounted cash flow analyses, based on the Company's current incremental
borrowing rates for similar types of borrowing arrangements. Based on the
borrowing rates currently available to the Company for bank loans with similar
terms and average maturities, the fair value of fixed rate long-term debt at
December 31, 1998 is approximately $12,100,000.

F-11
<PAGE> 55
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DEFERRED FINANCING COSTS

Included in other assets are deferred financing costs of approximately
$2,104,000 and $2,032,000 at December 31, 1997 and 1998, respectively. These
costs of obtaining long-term financing are being amortized over the term of the
related debt, using the straight-line method. The difference between amortizing
the deferred financing costs using the straight-line method and amortizing such
costs using the effective interest method is not material.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

RECLASSIFICATIONS

Certain prior period amounts in the accompanying financial statements have
been reclassified to conform to the current year presentation.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1998, SFAS No. 133, Accounting for Derivative Instruments and
Hedging Activities, was issued. This statement establishes accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair value. The
statement requires that changes in the fair value of the derivative be
recognized currently in earnings unless specific hedge accounting criteria are
met. If specific hedge accounting criteria are met, changes in the fair value of
derivatives will either be offset against the change in the fair value of the
hedged assets, liabilities, or firm commitments through earnings, or recognized
in other comprehensive income until the hedged item is recognized in earnings.
The ineffective portion of a derivative's change in fair value will be
immediately recognized in earnings. SFAS No. 133 is effective for fiscal years
beginning after June 15, 1999. The Company expects to adopt SFAS No. 133
effective January 1, 2000. Management believes the impact of adopting SFAS No.
133 will not have any material impact on the Company's financial statements.

(2) PORTABLE STORAGE UNIT LEASE FLEET:

The Company has a portable storage unit lease fleet consisting of
refurbished or manufactured containers that are leased to customers under
short-term operating lease agreements with varying terms. Depreciation is
provided using the straight-line method over the portable storage units
estimated useful lives of 20 years with salvage values estimated at 70% of cost.
In the opinion of management, estimated salvage values do not cause carrying
values to exceed net realizable value. Portable storage units included in the
lease fleet with an original loan value of approximately $9.2 million at
December 31, 1997 and $7.0 million at December 31, 1998, have been pledged as
collateral for notes payable and obligations under capital leases. The balance
of the portable storage units are pledged as collateral under the Credit
Facility (see Notes 3, 4 and 5). Normal repairs and maintenance to the portable
storage units are expensed as incurred.

F-12
<PAGE> 56
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Portable storage unit lease fleet includes assets acquired under capital
leases of approximately $8,255,000 and $6,435,000, and accumulated depreciation
of approximately $317,000 and $361,000 at December 31, 1997 and 1998,
respectively.

(3) LINE OF CREDIT:

In March 1996, the Company entered into the Credit Facility. Under the
terms of the Credit Facility, as amended, the Lenders have provided the Company
with a $75.0 million revolving line of credit and a term loan. Borrowings under
the Credit Facility are secured by substantially all of the Company's assets.

Available borrowings under the revolving line of credit are based upon the
level of the Company's inventories, receivables and portable storage unit lease
fleet. The portable storage unit lease fleet is appraised at least annually, and
up to 90% of the lesser of cost or appraised orderly liquidation value, as
defined, may be included in the borrowing base. The interest rate on the
revolving line of credit is fixed quarterly based on the Company's ratio of
funded debt to earnings before interest, taxes, depreciation and amortization.
Borrowings, are at the Company's option, at either the prime or the Eurodollar
rate, and interest accrues at a certain spread relative to the Company's debt
ratio in effect. At December 31, 1998, the prime rate was 7.75% and the
Eurodollar rate ranged from 5.31% to 5.56%. The interest rate charged under the
revolving line of credit at December 31, 1998 was 8.25% for prime rate
borrowings and ranged from 7.31% to 7.56% for Eurodollar borrowings. For the
first quarter of 1999, the interest rate decreased by 0.25% as a result of the
Company's funded debt ratio at December 31, 1998. The revolving line of credit
expires in March 2002, including a one-year extension option.

In connection with the closing of the Credit Facility, the Company
terminated its line of credit with its previous lender, repaying all
indebtedness under that line. In addition, the Company repaid other long-term
debt and obligations under capital leases totaling $14.1 million. As a result,
the Company recognized costs previously deferred related to certain indebtedness
and prepayment penalties, which resulted in an extraordinary charge to earnings
in 1996 of $410,000 after benefit for income taxes.

The revolving line of credit balance outstanding was approximately $35.9
million and $57.2 million at December 31, 1997 and 1998, respectively. The
amount available for borrowing was approximately $9.4 million at December 31,
1998. During 1997 and 1998, the weighted average interest rate under the line of
credit was 8.93% and 7.67%, respectively, and the average balance outstanding
during 1997 and 1998 was approximately $32.2 million and $45.1 million,
respectively.

The Company entered into an Interest Rate Swap Agreement (the Agreement)
effective in September 1998, under which the Company is designated as the fixed
rate payer at an interest rate of 5.5% per annum. Under the Agreement, the
Company has effectively fixed, for a three year period, the interest rate
payable on $30 million of its revolving line of credit so that it is based upon
a spread from 5.5%, rather than a spread from the Eurodollar rate. The Company
accounts for this agreement as a hedge of an existing liability in conformance
with SFAS No. 80, Accounting for Futures Contracts. Interest expense is accrued
using the fixed rate identified in the Agreement. The Company's objective in
entering into this transaction was to reduce the risk of interest rate
fluctuations in the future. As the Company intends to continue to operate with
leverage, management believed it was prudent to lock in a fixed interest rate at
a time when fixed rates had significantly decreased.

The Credit Facility contains several covenants including a minimum
consolidated tangible net worth requirement, a minimum fixed charge coverage
ratio, a maximum ratio of debt to equity,

F-13
<PAGE> 57
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

minimum operating income levels and minimum required utilization rates. In
addition, the Credit Facility contains limits on capital expenditures and the
incurrence of additional debt, as well as prohibiting the payment of cash
dividends.

Additional principal payments equal to 75% of "Excess Cash Flow", as
defined in the term loan documents which constitute part of the Credit Facility,
are required annually. As of December 31, 1998, no additional payment was
required under this provision.

(4) NOTES PAYABLE:

Notes payable at December 31 consist of the following:

<TABLE>
<CAPTION>
1997 1998
---------- ----------
<S> <C> <C>
Notes payable to BT Commercial Corporation,
interest ranging from 2.25% over Eurodollar rate
(5.3125% at December 31, 1998) to 0.75% over
prime (7.75% at December 31, 1998), fixed
monthly installments of principal plus interest,
due March 2002, secured by various classes of
the Company's assets............................ $4,500,000 $3,687,500
Notes payable, interest ranging from 10.5% to
12.2%, monthly installments of principal and
interest, due October 1999 through May 2002,
secured by equipment and vehicles............... 848,926 591,186
Notes payable, interest ranging from 11.49% to
12.63%, monthly installments of principal and
interest, due July 2000 through January 2001,
secured by portable storage units............... 558,032 385,418
Notes payable to financial institution, interest
ranges from 6.49% to 7.75%, payable in fixed
monthly installments due January 1999 through
May 1999, unsecured............................. 216,091 155,872
---------- ----------
$6,123,049 $4,819,976
========== ==========
</TABLE>

Future maturities under notes payable are as follows:

<TABLE>
<CAPTION>
YEARS ENDING DECEMBER 31,
-------------------------
<S> <C>
1999......................................... $1,526,391
2000......................................... 1,543,373
2001......................................... 1,405,089
2002......................................... 345,123
----------
$4,819,976
==========
</TABLE>

(5) OBLIGATIONS UNDER CAPITAL LEASES:

The Company has leased certain portable storage units, portable classroom
buildings and equipment under capital leases expiring through 2003 under
sale-leaseback arrangements with various leasing companies. The lease agreements
provide the Company with a purchase option at the end of the lease term based on
an agreed upon percentage of the original cost of the portable storage units.
These leases have been capitalized using interest rates ranging from
approximately 6% to 14%. The leases are secured by the portable storage units
and equipment under lease.

F-14
<PAGE> 58
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In 1994 and 1995, the Company entered into multi-year agreements (the
Leases) to lease a number of portable classrooms to school districts in Arizona.
Subsequent to entering the leases, the Company sold the portable classrooms and
assigned the Leases to an unrelated third party. For financial reporting
purposes these transactions were not recorded as sales but accounted for as
collateralized borrowings in accordance with SFAS No. 13. For income tax
purposes these transactions were treated as sales.

During 1996, leases on 15 of the portable classroom buildings matured, and
the Company sold all 15 buildings. During 1998, the Company negotiated the sale
of all remaining portable classrooms under lease. The revenues from these sales
are included in the accompanying statements of operations, and the underlying
capital lease obligations for these buildings were paid in full.

Future payments of obligations under capital leases:

<TABLE>
<CAPTION>
YEARS ENDING DECEMBER 31,
-------------------------
<S> <C>
1999......................................... $2,460,122
2000......................................... 819,733
2001......................................... 95,254
2002......................................... 40,836
2003......................................... 84,920
----------
Total payments........................... 3,500,865
Less: Amounts representing interest...... (304,844)
----------
$3,196,021
==========
</TABLE>

Certain obligations under capital leases contain financial covenants, which
require the Company to maintain a specified minimum tangible net worth, a
maximum funded indebtedness and a maximum senior funded indebtedness ratio.

Gains from sale-leaseback transactions have been deferred and are being
amortized over the estimated useful lives of the related assets. Unamortized
gains at December 31, 1997 and 1998, approximated $271,000 and $254,000,
respectively, and are reflected as a reduction in the portable storage unit
lease fleet in the accompanying consolidated financial statements.

(6) 12% SENIOR SUBORDINATED NOTES:

In October 1997, the Company issued $6.9 million of 12% Senior Subordinated
Notes (the Notes) with a scheduled maturity date of November 1, 2002 and which
are unsecured obligations of the Company. The Company may redeem the notes at
par on or after November 1, 1999. The Notes were issued as part of a unit with
Redeemable Warrants to purchase 172,500 shares of the Company's common stock at
an exercise price of $5.00 per share. Additionally, the Company issued warrants
to purchase 15,000 shares of common stock to the underwriters. The Company is
required to maintain an interest reserve account and to maintain in the reserve
account, while any of the Notes are outstanding, an amount equal to six months
interest on the Notes based on the principal amount outstanding. As of December
31, 1998 and 1997, the outstanding balance of the Notes was $6.7 million and
$6.6 million, net of the remaining unamortized discount of approximately
$200,000 and $300,000, respectively. Interest is payable on May 1 and November 1
of each year, commencing May 1, 1998. Because the Notes were offered as part of
a unit with Redeemable Warrants, a portion of the original offering price for a
unit was allocated to the Notes and a portion to the Redeemable Warrants based
on their respective fair market values. The resulting discount increases the
effective interest rate of the Notes and is being amortized to interest expense
over the life of the Notes. The

F-15
<PAGE> 59
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Indenture governing the Notes requires the Company to comply with certain
covenants including maintaining a specific tangible net worth, a maximum total
funded indebtedness ratio and a maximum senior funded indebtedness ratio.

In July 1997, the Company completed a private placement of $3.0 million of
12% senior subordinated notes (the Bridge Notes) and warrants to purchase 50,000
shares of the Company's common stock at $5.00 per share. The Company used a
portion of the proceeds from the sale of the Notes described above to repay the
Bridge Notes in October of 1997. The Bridge Note lender received 15,000 shares
of common stock as consideration for the cancellation of the warrants originally
issued to the Bridge Note lender.

(7) INCOME TAXES:

The Company accounts for income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and
liability approach in accounting for income taxes. Deferred tax assets and
liabilities are recorded based on the differences between the financial
statement and tax bases of assets and liabilities at the tax rates in effect
when these differences are expected to reverse.

The provision for income taxes at December 31, 1996, 1997 and 1998
consisted of the following:

<TABLE>
<CAPTION>
1996 1997 1998
-------- ---------- ----------
<S> <C> <C> <C>
Current...................................... $ -- $ -- $ --
Deferred..................................... 378,000 1,467,000 2,989,000
-------- ---------- ----------
Total.............................. $378,000 $1,467,000 $2,989,000
======== ========== ==========
</TABLE>

The components of the net deferred tax liability at December 31, are as
follows:

<TABLE>
<CAPTION>
1997 1998
----------- ------------
<S> <C> <C>
Deferred Tax Assets (Liabilities):
Net operating loss carryforward............. $ 4,286,000 $ 8,303,000
Allowance for doubtful accounts............. 354,000 434,000
Alternative minimum tax credit.............. 211,000 211,000
Other....................................... 220,000 307,000
Accelerated tax depreciation................ (9,433,000) (17,496,000)
Deferred (gain) expense on sale-leaseback
transactions............................. (856,000) 34,000
----------- ------------
Net deferred tax liability............... $(5,218,000) $ (8,207,000)
=========== ============
</TABLE>

A reconciliation of the federal statutory rate to the Company's effective
tax rate for the years ended December 31 are as follows:

<TABLE>
<CAPTION>
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Statutory federal rate...................................... 34% 34% 34%
State taxes, net of federal benefit......................... 6 6 6
Other....................................................... 4 -- --
-- -- --
44% 40% 40%
== == ==
</TABLE>

F-16
<PAGE> 60
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

At December 31, 1998, the Company had a federal net operating loss
carryover of approximately $20,759,000 and a state net operating loss carryover
of approximately $11,640,000 which expire if unused in years 2008 to 2018 and
1999 to 2003, respectively.

As a result of stock ownership changes during the years presented, it is
possible that the Company has undergone one or more changes in ownership which
can limit the amount of net operating loss currently available as a deduction.
Such limitation could result in the Company being required to pay tax currently
because only a portion of the net operating loss is available. Management
believes that it will fully realize its net operating loss carryforward and that
a valuation reserve was not necessary at December 31, 1998.

(8) TRANSACTIONS WITH RELATED PARTIES:

The Company leases a portion of the property comprising its Phoenix
location and the property comprising its Tucson location from Richard E.
Bunger's five children. Mr. Bunger is an executive officer, director and founder
of the Company. Annual base payments under these leases total approximately
$66,000 with an annual adjustment based on the Consumer Price Index. The term of
each of these leases will expire on December 31, 2003. Additionally, the Company
leases its Rialto, California facility from Mobile Mini Systems, Inc., a
corporation, wholly owned by Mr. Bunger, for total annual base payments of
$204,000, with annual adjustments based on the Consumer Price Index. The Rialto
lease is for a term of 15 years, expiring on December 31, 2011. Management
believes the rental rates reflect the fair market value of these properties. The
Company purchased certain leased property at its Maricopa, Arizona facility from
Mr. Bunger on March 29, 1996, for a purchase price of $335,000, which management
believes represented the fair market value of the property.

The Company obtains services throughout the year from Skilquest, Inc., a
company engaged in sales and management support programs. Skilquest, Inc. is
owned by Carolyn Clawson, the daughter of Mr. Richard E. Bunger and sister of
Steven G. Bunger. The Company made aggregate payments of approximately $73,000
and $69,000 to Skilquest, Inc. in 1997 and 1998 respectively, which the Company
believes represented the fair market value for the services performed.

The Company acquired 20 trucks from Richard E. Bunger in October, 1998. The
purchase price was $256,000 which the Company believes represented the fair
market value for these assets.

All ongoing and future transactions with affiliates will be on terms no
less favorable than could be obtained from unaffiliated parties and will be
approved by a majority of the independent and disinterested directors.

(9) BENEFIT PLANS:

STOCK OPTION PLAN

In August 1994, the Company's board of directors adopted the Mobile Mini,
Inc. 1994 Stock Option Plan (the Plan). Under the terms of the Plan, both
incentive stock options (ISOs), which are intended to meet the requirements of
Section 422 of the Internal Revenue Code, and non-qualified stock options may be
granted. ISOs may be granted to the officers and key personnel of the Company.
Non-qualified stock options may be granted to the Company's directors and key
personnel, and to providers of various services to the Company. The purpose of
the Plan is to provide a means of performance-based compensation in order to
attract and retain qualified personnel and to provide an incentive to others
whose job performance or services affect the Company.

F-17
<PAGE> 61
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Under the Plan, as amended in 1998, options to purchase a maximum of
1,200,000 shares of the Company's common stock may be granted. The exercise
price for any option granted under the Plan may not be less than 100% (110% if
the option is an ISO granted to a stockholder who at the time the option is
granted owns stock comprising more than 10% of the total combined voting power
of all classes of stock of the Company) of the fair market value of the common
stock at the time the option is granted. The option holder may pay the exercise
price in cash or by delivery of previously acquired shares of common stock of
the Company that have been held for at least six months.

The Plan is administered by the compensation committee of the board of
directors, which determines whether options will be granted, whether options
will be ISOs or non-qualified options, which directors, officers, key personnel
and service providers will be granted options, the vesting schedule for options
and the number of options to be granted, subject to the aggregate maximum number
set forth above. Each option granted must expire no more than 10 years from the
date it is granted.

The board of directors may amend the Plan at any time, except that approval
of the Company's shareholders is required for any amendment that increases the
aggregate number of shares which may be issued pursuant to the Plan, changes the
class of persons eligible to receive options, modifies the period within which
options may be granted, modifies the period within which options may be
exercised or the terms upon which options may be exercised, or increases the
material benefits accruing to the participants under the Plan. Unless previously
terminated by the board of directors, the Plan will terminate in November, 2003,
but any option granted thereunder will continue until its expiration date.

The Company accounts for its stock-based compensation plan under APB No.
25, under which no compensation expense has been recognized in the accompanying
financial statements for stock-based employee awards. All stock options have
been granted with an exercise price equal to or greater than the fair value of
the Company's common stock on the date of grant. The Company adopted SFAS No.
123 for disclosure purposes in 1996. For purposes of SFAS No. 123, the fair
value of each option granted has been estimated at the date of the grant using
the Black-Scholes option pricing model using the following assumptions:

<TABLE>
<CAPTION>
1996 1997 1998
--------- ----------- -------------
<S> <C> <C> <C>
Risk free interest rates range............ 6.4% 6.0 to 6.6% 5.27 to 5.49%
Expected holding period................... 4.0 years 4.0 years 4.0 years
Dividend rate............................. 0.0% 0.0% 0.0%
Expected volatility....................... 48.0% 55.4% 53.5%
</TABLE>

Under these assumptions, the fair value of the stock options granted was
$99,418, $190,570 and $329,774 for 1996, 1997 and 1998, respectively. These
amounts would be amortized on the straight-line basis as compensation expense,
over the average holding period of the options. If the Company had accounted for
stock options consistent with SFAS No. 123, utilizing the assumptions

F-18
<PAGE> 62
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

detailed above, the Company's net income and earnings per share would have been
reported as follows at December 31:

<TABLE>
<CAPTION>
1996 1997 1998
------- ---------- ----------
<S> <C> <C> <C>
Net income
As reported................................. $70,222 $2,200,396 $4,483,967
Pro forma................................... 14,548 2,086,054 4,286,102
Basic EPS:
As reported................................. $ 0.01 $ 0.33 $ 0.57
Pro forma................................... -- 0.31 0.55
Diluted EPS:
As reported................................. $ 0.01 $ 0.32 $ 0.53
Pro forma................................... -- 0.31 0.51
</TABLE>

The effect of applying SFAS No. 123 for providing pro forma disclosures is
not likely to be representative of the effect on reported net income or earnings
per share for future years, because options vest over several years, additional
stock options are generally awarded in each year, and SFAS No. 123 has not been
applied to options granted prior to January 1, 1995.

The following summarizes the activities under the Company's stock option
plan for the years ended December 31, 1996, 1997 and 1998:

<TABLE>
<CAPTION>
1996 1997 1998
-------------------------- -------------------------- --------------------------
WEIGHTED WEIGHTED WEIGHTED
NUMBER OF AVERAGE NUMBER OF AVERAGE NUMBER OF AVERAGE
SHARES EXERCISE PRICE SHARES EXERCISE PRICE SHARES EXERCISE PRICE
--------- -------------- --------- -------------- --------- --------------
<S> <C> <C> <C> <C> <C> <C>
Options outstanding,
beginning of year.... 241,000 $4.04 347,000 $3.89 552,000 $3.80
Granted................ 156,000 3.43 206,500 3.64 212,750 6.87
Canceled/Expired....... (50,000) 3.16 (1,300) 3.25 (7,700) 4.56
Exercised.............. -- -- (200) 3.25 (900) 4.21
------- ------- -------
Options outstanding,
end of year.......... 347,000 $3.89 552,000 $3.80 756,150 $4.66
------- ------- -------
Options exercisable,
end of year.......... 148,500 $4.02 247,050 $3.91 393,525 $4.22
------- ------- -------
Options available for
grant, end of year... 196,125 197,800 442,750
======= ======= =======
Weighted average fair
value of options
granted.............. $1.70 $1.75 $3.23
===== ===== =====
</TABLE>

F-19
<PAGE> 63
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Options outstanding and exercisable by price range as of December 31, 1998
are as follows:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
-------------------------------------- -----------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF OPTIONS CONTRACTUAL EXERCISE OPTIONS EXERCISE
EXERCISE PRICES OUTSTANDING LIFE PRICE EXERCISABLE PRICE
--------------- ----------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
$3.12 - $3.88................. 343,200 7.17 $ 3.50 194,500 $ 3.57
$4.00 - $4.81................. 201,000 3.07 4.31 154,200 4.27
$5.38 - $5.38................. 3,000 6.58 5.38 3,000 5.38
$6.13 - $6.13................. 161,450 9.08 6.13 32,450 6.13
$8.88 - $8.88................. 25,000 9.59 8.88 -- --
$10.13 - $10.13............... 22,500 9.58 10.13 9,375 10.13
------- ---- ------ ------- ------
$3.12 - $10.13................ 756,150 6.64 $ 4.66 393,525 $ 4.22
======= ==== ====== ======= ======
</TABLE>

401(K) PLAN

In 1995, the Company established a contributory retirement plan (the 401(k)
Plan) covering eligible employees with at least one year of service. The 401(k)
Plan is designed to provide tax-deferred retirement benefits to the Company's
employees in accordance with the provisions of Section 401(k) of the Internal
Revenue Code.

The 401(k) Plan provides that each participant may annually contribute 2%
to 15% of his or her salary, not to exceed the statutory limit. The Company may
make a qualified non-elective contribution in an amount as determined by the
Company. Under the terms of the 401(k) Plan, the Company may also make
discretionary profit sharing contributions. Profit sharing contributions are
allocated among participants based on their annual compensation. Each
participant has the right to direct the investment of their funds among certain
named plans. The Company did not make any qualified non-elective contributions
or profit sharing contributions to the 401(k) Plan prior to 1997. In 1997 and
1998, the Company contributed 10% of the employees contributions up to a maximum
of $500 per employee.

(10) COMMITMENTS AND CONTINGENCIES:

As discussed more fully in Note 8, the Company is obligated under
noncancellable operating leases with related parties. The Company also leases
its corporate offices and other properties, as well as operating equipment from
third parties under noncancellable operating leases. Rent expense under these
agreements was approximately $649,000, $932,000, and $1,413,000 for the years
ended December 31, 1996, 1997, and 1998, respectively. Total future commitments
under all noncancellable agreements for the years ended December 31, are
approximately as follows:

<TABLE>
<S> <C>
1999.................................................... $1,437,000
2000.................................................... 1,435,000
2001.................................................... 1,172,000
2002.................................................... 895,000
2003.................................................... 690,000
Thereafter.............................................. 3,707,000
----------
$9,336,000
==========
</TABLE>

F-20
<PAGE> 64
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company is involved in certain legal proceedings arising in the normal
course of business. In the opinion of management, the Company's potential
exposure under the pending proceedings is adequately provided for in the
accompanying financial statements and any adverse outcome will not have a
material impact on the Company's results of operations or its financial
condition.

(11) STOCKHOLDERS' EQUITY:

Redeemable Warrants to purchase 187,500 shares of the Company's common
stock at $5.00 per share (subject to adjustment as described below) were issued
in connection with the issuance of the Notes (Note 6). A portion of the original
offering price was allocated to the Notes and the Redeemable Warrants based on
their relative fair values. The Redeemable Warrants first became exercisable on
March 1, 1998. The expiration date of the Redeemable Warrants is November 1,
2002. After October 13, 1999, the Company has the right to redeem the Redeemable
Warrants at any time after the date that the closing price of the common stock
has equaled or exceeded $8.75 per share for a period of 20 consecutive trading
days. The redemption price is $0.05 per Redeemable Warrant.

The number of shares of common stock for which a Redeemable Warrant is
exercisable and the purchase price thereof are subject to adjustment from time
to time upon the occurrence of certain events, including certain dividends and
distributions and issuances of shares of common stock at a price below the
market price. A Redeemable Warrant does not entitle the holder thereof to
receive any dividends paid on common stock nor does a holder of Redeemable
Warrants, as such, have any rights of a stockholder of the Company. As of
December 31, 1998, 4,875 of the Redeemable Warrants had been exercised for an
equal amount of the Company's common stock, with proceeds to the Company of
approximately $24,000.

(12) ACQUISITIONS:

The Company acquired the assets of three companies during the year ended
December 31, 1998. The acquisitions were accounted for as purchases in
accordance with Accounting Principals Boards (APB) Opinion No. 16, and
accordingly, the purchased assets were recorded at their estimated fair values
at the date of acquisition. The accompanying consolidated financial statements
include the operations of the acquired companies from their respective dates of
acquisition.

The aggregate purchase price of the operations acquired consist of:

<TABLE>
<S> <C>
Cash........................................................ $3,944,000
Common Stock................................................ 684,000
Other acquisition costs..................................... 73,000
----------
Total............................................. $4,701,000
==========
</TABLE>

The Company issued 18,022 shares of its common stock in 1998 and 85,468 shares
in 1999 in connection with these acquisitions.

The fair value of the assets purchased has been allocated as follows:

<TABLE>
<S> <C>
Receivables................................................. $ 42,000
Portable storage units...................................... 3,157,000
Equipment................................................... 179,000
Deposit and prepaid expenses................................ 77,000
Goodwill.................................................... 1,246,000
----------
Total............................................. $4,701,000
==========
</TABLE>

F-21
<PAGE> 65
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Goodwill is amortized using the straight line method over 25 years from the date
of the acquisition. The Company did not make any acquisitions in 1997. Included
in other assets at December 31, 1998 is $1,210,000 of goodwill, net of
accumulated amortization of $36,000.

(13) SEGMENT REPORTING:

The Company has adopted SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information, effective December 31, 1998. SFAS No. 131
superseded SFAS No. 14, Financial Reporting for Segments of a Business
Enterprise. Pursuant to SFAS No. 131, public business enterprises must report
certain information about operating segments in annual financial statements of
the enterprise and in condensed financial statements of interim periods issued
to shareholders. The adoption of SFAS No. 131 did not affect results of
operations or financial position, but did affect the disclosure of segment
information.

The Company's management approach includes those segments within its
enterprise on which operating decisions are made based on evaluation of
performance, results and profitability. The Company has two reportable segments:
branch operations and corporate sales. The branch operations segment includes
the leasing and sales of portable storage units to businesses and consumers in
the general geographic area of each branch. This segment also includes the
Company's dealer program and the manufacturing facilities which are responsible
for the purchase, manufacturing and refurbishment of the Company's products for
leasing, sales or equipment additions to the Company's delivery systems. The
corporate sales segment relates to the Company's specialty type product sales
and includes the Telecommunication and Modular divisions of the Company.

The accounting policies of the segments are the same as those described in
Note 1. The Company evaluates performance and profitability before interest
costs, income taxes and major non-recurring transactions. The Company does not
account for intersegment revenues or expenses between its segments or divisions.

The Company's reportable segments concentrate on the Company's core
business of leasing, manufacturing, and selling of portable storage and office
units. Included in the branch operations segment is the Company's dealer
division that sells to the Company's dealer network, portable storage units
which are reasonably consistent with the storage units leased and sold by the
Company's branches. This business was discontinued in December 1998. The
corporate sales segment, which does not engage in leasing activities, is
distinct in that its products are highly customized designs and structures to
accommodate specific orders. Each operating segment has managers who meet
regularly and are accountable to the chief operating decision maker for
operating activities, financial results and ongoing plans including the
influence of competition.

F-22
<PAGE> 66
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
BRANCH CORPORATE
FOR THE FISCAL YEAR ENDED: OPERATIONS SALES OTHER COMBINED
-------------------------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
DECEMBER 31, 1996:
Revenues from external
customers....................... $33,666,625 $8,070,754 $ 688,222 $42,425,601
Allocated interest expense........ 3,583,800 310,355 -- 3,894,155
Depreciation and amortization
expense......................... 1,563,500 41,082 108,837 1,713,419
Segment profit (loss)............. 245,289 (175,067) -- 70,222
Segment assets -- lease fleet..... 32,540,855 -- -- 32,540,855
Segment assets -- property, plant
and equipment................... 16,659,658 123,763 912,625 17,696,046
Expenditures for long-lived
assets -- lease fleet........... 7,737,552 -- -- 7,737,552
Expenditures for long-lived
assets -- PP&E.................. 3,451,225 69,599 (507,577) 3,013,247
DECEMBER 31, 1997:
Revenues from external
customers....................... $40,555,576 $4,883,175 $ 643,872 $46,082,623
Allocated interest expense........ 4,980,955 53,901 -- 5,034,856
Depreciation and amortization
expense......................... 2,002,123 22,670 228,471 2,253,264
Segment profit.................... 2,109,282 91,114 -- 2,200,396
Segment assets -- lease fleet..... 49,150,986 -- -- 49,150,986
Segment assets -- property, plant
and equipment................... 16,677,428 121,564 1,212,924 18,011,916
Expenditures for long-lived
assets -- lease fleet........... 17,078,799 -- -- 17,078,799
Expenditures for long-lived
assets -- PP&E.................. 2,489,201 13,107 (362,103) 2,140,205
DECEMBER 31, 1998:
Revenues from external
customers....................... $48,677,951 $3,749,278 $ 249,302 $52,676,531
Allocated interest expense........ 5,890,730 5,609 -- 5,896,339
Depreciation and amortization
expense......................... 2,493,289 23,678 367,040 2,884,007
Segment profit (loss)............. 4,723,752 (239,785) -- 4,483,967
Segment assets -- lease fleet..... 76,589,831 -- -- 76,589,831
Segment assets -- property, plant
and equipment................... 19,211,170 106,580 944,988 20,262,738
Expenditures for long-lived
assets -- lease fleet........... 23,492,555 -- -- 23,492,555
Expenditures for long-lived
assets -- PP&E.................. 5,122,157 2,231 (1,349,029) 3,775,359
</TABLE>

(14) EVENT SUBSEQUENT TO DATE OF AUDITORS' REPORT (UNAUDITED):

On April 3, 1999, the Company entered into an agreement to acquire
substantially all of the assets of National Security Containers, L.L.C., a
portable storage leasing company for total consideration of $25.5 million. The
closing of this acquisition is subject to a number of conditions, but is
expected to close before the end of April 1999.

F-23
<PAGE> 67

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

3,100,000 SHARES

MOBILE MINI, INC.

COMMON STOCK

------------------------
PROSPECTUS
------------------------

BT ALEX. BROWN

A.G. EDWARDS & SONS, INC.

MORGAN KEEGAN & COMPANY, INC.

PEACOCK, HISLOP, STALEY & GIVEN, INC.

, 1999

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 68

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The Registrant estimates that expenses in connection with the offering
described in this registration statement (other than underwriting and brokerage
discounts and commissions) will be as follows:

<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 12,574
NASD Registration Fee....................................... 4,956
Nasdaq Application Fee...................................... 17,500
Printing and Engraving Fees................................. 80,000
Legal Fees and Expenses..................................... 100,000
Accounting Fees and Expenses................................ 75,000
Miscellaneous Expenses...................................... 59,970
--------
Total....................................................... $350,000
========
</TABLE>

All amounts except the SEC and NASD registration fees are estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant's Certificate of Incorporation and Bylaws provide that the
Registrant will indemnify its directors and executive officers and may indemnify
its other officers, employees and other agents to the fullest extent permitted
by Delaware law.

In addition, the Registrant's Certificate of Incorporation provides that,
to the fullest extent permitted by Delaware law, the Registrant's directors will
not be liable for monetary damages for breach of the directors' fiduciary duty
of care to the Registrant and its stockholders. This provision in the
Certificate of Incorporation does not eliminate the duty of care, and in
appropriate circumstances equitable remedies such as an injunction or other
forms of non-monetary relief would remain available under Delaware law. Each
director will be subject to liability for breach of the director's duty of
loyalty to the Registrant, for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, for acts or omissions that
the director believes to be contrary to the best interests of the Registrant or
its stockholders, for any transaction from which the director derived an
improper personal benefit, for acts or omissions involving a reckless disregard
for the director's duty to the Registrant or its stockholders when the director
was aware or should have been aware of a risk of serious injury to the
Registrant or its stockholders, for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the Registrant or its stockholders, for improper transactions between
the director and the Registrant and for improper distributions to stockholders
and loans to directors and officers. This provision also does not affect a
director's responsibilities under any other laws, such as the federal securities
laws or state or federal environmental laws.

The Registrant has a $10 million director and officer liability policy.

ITEM 16. EXHIBITS

II-1
<PAGE> 69

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ---------- ----------- ----
<S> <C> <C>
4.2(2) Agreement and Form of Warrant for Warrants issued in
connection with 12% Notes.
4.3(2) Indenture dated as of October 14, 1997 between the
Registrant and Harris Trust and Savings Bank
5.1 Opinion of Bryan Cave LLP
10.3(9) Mobile Mini, Inc. Amended and Restated 1994 Stock Option
Plan
10.5(5) Senior Credit Agreement dated as of March 28, 1996 among
Mobile Mini, Inc., each of the financial institutions
initially a signatory thereto, together with assignees, as
Lenders, and BT Commercial Corporation, as Agent.
10.5.1(6) Amendment No. 1 to Senior Credit Agreement
10.5.2(6) Amendment No. 2 to Senior Credit Agreement
10.5.3(7) Amendment No. 3 to Senior Credit Agreement
10.5.4(2) Amendment No. 4 to Senior Credit Agreement
10.5.5(8) Amendment No. 5 to Senior Credit Agreement
10.5.6(10) Amendment No. 6 to Senior Credit Agreement
10.5.7(11) Amendment No. 7 to Senior Credit Agreement
10.8(1) Lease Agreement by and between Steven G. Bunger, Michael J.
Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E.
Bunger and Mobile Mini Storage Systems dated January 1, 1994
10.9(1) Lease Agreement by and between Steven G. Bunger, Michael J.
Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E.
Bunger and Mobile Mini Storage Systems dated January 1, 1994
10.10(1) Lease Agreement by and between Steven G. Bunger, Michael J.
Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E.
Bunger and Mobile Mini Storage Systems dated January 1, 1994
10.11(1) Lease Agreement by and between Mobile Mini Systems, Inc. and
Mobile Mini Storage Systems dated January 1, 1994
10.12(3) Amendment to Lease Agreement by and between Steven G.
Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J.
Blackwell, Susan E. Bunger and Mobile Mini Storage Systems
dated August 15, 1994
10.13(2) Amendment to Lease Agreement by and between Steven G.
Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J.
Blackwell, Susan E. Bunger and Mobile Mini Storage Systems
dated August 15, 1994
10.14(3) Amendment to Lease Agreement by and between Steven G.
Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J.
Blackwell, Susan E. Bunger and Mobile Mini Storage Systems
dated August 15, 1994
10.15(4) Amendment to Lease Agreement by and between Mobile Mini
Storage Systems, Inc., a California corporation, and the
Registrant dated December 30, 1994
10.16(5) Lease Agreement by and between Richard E. and Barbara M.
Bunger and the Registrant dated November 1, 1995
10.17(5) Amendment to Lease Agreement by and between Richard E. and
Barbara M. Bunger and the Registrant dated November 1, 1995
10.18(9) Amendment No. 2 to Lease Agreement between Mobile Mini
Storage Systems, Inc. and the Registrant
</TABLE>

II-2
<PAGE> 70

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ---------- ----------- ----
<S> <C> <C>
10.19(1) Patents and Patents Pending
10.20(1) U.S. and Canadian Trade Name and Service Mark Registration
10.21(11) Asset Purchase Agreement dated as of April 3, 1999 among the
Registrant, National Security Containers, L.L.C. and Alfred
R. Ghelfi
11 Statement Re: Computation of Per Share Earnings
21(9) Subsidiaries of Mobile Mini, Inc.
23 Consent of Arthur Andersen LLP
24.1 Power of Attorney. Included on the signature page of this
Registration Statement on Form S-2
</TABLE>

- ---------------
(1) Incorporated by reference to the Registrant's Registration Statement on
Form SB-2 (No. 33-71528-LA), as amended

(2) Incorporated by reference to the Registrant's Registration Statement on
Form S-2 (No. 333-34413)

(3) Incorporated by reference from the Registrant's Form 10-QSB for the quarter
ended September 30, 1994

(4) Incorporated by reference from the Registrant's Form 10-KSB for the fiscal
year ended December 31, 1994

(5) Incorporated by reference from the Registrant's Form 10-KSB for the fiscal
year ended December 31, 1995

(6) Incorporated by reference to the Registrant's Report on Form 10-K for the
fiscal year ended December 31, 1996

(7) Incorporated by reference to the Registrant's Report on Form 10-Q for the
quarter ended June 30, 1997

(8) Incorporated by reference to the Registrant's Report on Form 10-Q for the
quarter ended March 31, 1998

(9) Incorporated by reference to the Registrant's Report on Form 10-K for the
fiscal year ended December 31, 1997

(10) Incorporated by reference to the Registrant's Report on Form 10-K for the
fiscal year ended December 31, 1998

(11) Incorporated by reference to the Registrant's Report on Form 8-K dated
April 1, 1999

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to

II-3
<PAGE> 71

Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

II-4
<PAGE> 72

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Tempe, Arizona, on this 12th day of April, 1999.

MOBILE MINI, INC.

By: /s/ STEVEN G. BUNGER
------------------------------------
Steven G. Bunger,
President, Chief Executive Officer
and
Director

POWER OF ATTORNEY

Each of the undersigned does hereby constitute and appoint Steven G. Bunger
and Lawrence Trachtenberg, and each of them, with full power of substitution and
resubstitution, as his attorney-in-fact to execute in the name of each such
person and to file such amendments (including post-effective amendments) to this
registration statement as the paid attorney(s) deems necessary, advisable or
appropriate and appoints each such person as attorney-in-fact to sign on his
behalf amendments, exhibits, supplements and post-effective amendments to this
registration statement.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this to Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ STEVEN G. BUNGER President, Chief Executive April 12, 1999
- --------------------------------------------------- Officer and Director
Steven G. Bunger (principal executive
officer)

/s/ LAWRENCE TRACHTENBERG Executive Vice President, April 12, 1999
- --------------------------------------------------- Chief Financial Officer
Lawrence Trachtenberg and Director (principal
financial officer)

/s/ DEBORAH K. KEELEY Vice President and April 12, 1999
- --------------------------------------------------- Controller (principal
Deborah K. Keeley accounting officer)

/s/ RICHARD E. BUNGER Chairman of the Board April 12, 1999
- ---------------------------------------------------
Richard E. Bunger

/s/ GEORGE BERKNER Director April 12, 1999
- ---------------------------------------------------
George Berkner
</TABLE>

II-5
<PAGE> 73

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ RONALD J. MARUSIAK Director April 12, 1999
- ---------------------------------------------------
Ronald J. Marusiak

/s/ STEPHEN A MCCONNELL Director April 12, 1999
- ---------------------------------------------------
Stephen A McConnell
</TABLE>

II-6
<PAGE> 74

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ---------- ----------- ----
<S> <C> <C>
1.1 Form of Underwriting Agreement
3.1(9) Amended and Restated Certificate of Incorporation of Mobile
Mini, Inc.
4.1(1) Form of Common Stock Certificate
4.2(2) Agreement and Form of Warrant for Warrants issued in
connection with 12% Notes.
4.3(2) Indenture dated as of October 14, 1997 between the
Registrant and Harris Trust and Savings Bank
5.1 Opinion of Bryan Cave LLP
10.3(9) Mobile Mini, Inc. Amended and Restated 1994 Stock Option
Plan
10.5(5) Senior Credit Agreement dated as of March 28, 1996 among
Mobile Mini, Inc., each of the financial institutions
initially a signatory thereto, together with assignees, as
Lenders, and BT Commercial Corporation, as Agent.
10.5.1(6) Amendment No. 1 to Senior Credit Agreement
10.5.2(6) Amendment No. 2 to Senior Credit Agreement
10.5.3(7) Amendment No. 3 to Senior Credit Agreement
10.5.4(2) Amendment No. 4 to Senior Credit Agreement
10.5.5(8) Amendment No. 5 to Senior Credit Agreement
10.5.6(10) Amendment No. 6 to Senior Credit Agreement
10.5.7(11) Amendment No. 7 to Senior Credit Agreement
10.8(1) Lease Agreement by and between Steven G. Bunger, Michael J.
Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E.
Bunger and Mobile Mini Storage Systems dated January 1, 1994
10.9(1) Lease Agreement by and between Steven G. Bunger, Michael J.
Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E.
Bunger and Mobile Mini Storage Systems dated January 1, 1994
10.10(1) Lease Agreement by and between Steven G. Bunger, Michael J.
Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E.
Bunger and Mobile Mini Storage Systems dated January 1, 1994
10.11(1) Lease Agreement by and between Mobile Mini Systems, Inc. and
Mobile Mini Storage Systems dated January 1, 1994
10.12(3) Amendment to Lease Agreement by and between Steven G.
Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J.
Blackwell, Susan E. Bunger and Mobile Mini Storage Systems
dated August 15, 1994
10.13(2) Amendment to Lease Agreement by and between Steven G.
Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J.
Blackwell, Susan E. Bunger and Mobile Mini Storage Systems
dated August 15, 1994
10.14(3) Amendment to Lease Agreement by and between Steven G.
Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J.
Blackwell, Susan E. Bunger and Mobile Mini Storage Systems
dated August 15, 1994
10.15(4) Amendment to Lease Agreement by and between Mobile Mini
Storage Systems, Inc., a California corporation, and the
Registrant dated December 30, 1994
10.16(5) Lease Agreement by and between Richard E. and Barbara M.
Bunger and the Registrant dated November 1, 1995
</TABLE>
<PAGE> 75

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ---------- ----------- ----
<S> <C> <C>
10.17(5) Amendment to Lease Agreement by and between Richard E. and
Barbara M. Bunger and the Registrant dated November 1, 1995
10.18(9) Amendment No. 2 to Lease Agreement between Mobile Mini
Storage Systems, Inc. and the Registrant
10.19(1) Patents and Patents Pending
10.20(1) U.S. and Canadian Trade Name and Service Mark Registration
10.21(11) Asset Purchase Agreement dated as of April 3, 1999 among the
Registrant, National Security Containers, L.L.C. and Alfred
R. Ghelfi
11(10) Statement Re: Computation of Per Share Earnings
21(9) Subsidiaries of Mobile Mini, Inc.
23 Consent of Arthur Andersen LLP
24.1 Power of Attorney. Included on the signature page of this
registration statement on Form S-2
All other exhibits are omitted as the information required
is inapplicable
- ---------------
(1) Incorporated by reference to the Registrant's Registration
Statement on Form SB-2 (No. 33-71528-LA), as amended
(2) Incorporated by reference to the Registrant's Registration
Statement on Form S-2 (No. 333-34413)
(3) Incorporated by reference from the Registrant's Form 10-QSB
for the quarter ended September 30, 1994
(4) Incorporated by reference from the Registrant's Form 10-KSB
for the fiscal year ended December 31, 1994
(5) Incorporated by reference from the Registrant's Form 10-KSB
for the fiscal year ended December 31, 1995
(6) Incorporated by reference to the Registrant's Report on Form
10-K for the fiscal year ended December 31, 1996
(7) Incorporated by reference to the Registrant's Report on Form
10-Q for the quarter ended June 30, 1997
(8) Incorporated by reference to the Registrant's Report on Form
10-Q for the quarter ended March 31, 1998
(9) Incorporated by reference to the Registrant's Report on Form
10-K for the fiscal year ended December 31, 1997
(10) Incorporated by reference to the Registrant's Report on Form
10-K for the fiscal year ended December 31, 1998
(11) Incorporated by reference to the Registrant's Report on Form
8-K dated April 1, 1999
</TABLE>

<PAGE> 1
EXHIBIT 1.1

3,100,000 Shares

MOBILE MINI, INC.

Common Stock

($.01 Par Value)

UNDERWRITING AGREEMENT

April , 1999

BT Alex. Brown Incorporated
A.G. Edwards & Sons
Morgan Keegan & Company, Inc.
As Representatives of the
Several Underwriters
c/o BT Alex. Brown Incorporated
One South Street
Baltimore, Maryland 21202

Ladies and Gentlemen:

Mobile Mini, Inc., a Delaware corporation (the "Company"), and certain
shareholders of the Company (the "Selling Shareholders") propose to sell to the
several underwriters (the "Underwriters") named in Schedule I hereto for whom
you are acting as representatives (the "Representatives") an aggregate of
3,100,000 shares of the Company's Common Stock, $.01 par value (the "Firm
Shares"), of which 2,500,000 shares will be sold by the Company and 600,000
shares will be sold by the Selling Shareholders. The respective amounts of the
Firm Shares to be so purchased by the several Underwriters are set forth
opposite their names in Schedule I hereto, and the respective amounts to be sold
by the Selling Shareholders are set forth opposite their names in Schedule II
hereto. The Company and the Selling Shareholders are sometimes referred to
herein collectively as the "Sellers." The Company also proposes to sell at the
Underwriters' option an aggregate of up to 465,000 additional shares of the
Company's Common Stock (the "Option Shares") as set forth below.

-1-
<PAGE> 2
As the Representatives, you have advised the Company and the Selling
Shareholders (a) that you are authorized to enter into this Underwriting
Agreement (the "Agreement") on behalf of the several Underwriters, and (b) that
the several Underwriters are willing, acting severally and not jointly, to
purchase the numbers of Firm Shares set forth opposite their respective names in
Schedule I, plus their pro rata portion of the Option Shares if you elect to
exercise the over-allotment option in whole or in part for the accounts of the
several Underwriters. The Firm Shares and the Option Shares (to the extent the
aforementioned option is exercised) are herein collectively called the "Shares."

In consideration of the mutual agreements contained herein and of the
interests of the parties in the transactions contemplated hereby, the parties
hereto agree as follows:

1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING
SHAREHOLDERS.

(a) The Company and the Selling Shareholders jointly and severally
represent and warrant to each of the Underwriters as follows:

(i) A registration statement on Form S-2 (File No. 333-______) with
respect to the Shares has been carefully prepared by the Company in conformity
with the requirements of the Securities Act of 1933, as amended (the "Act"), and
the Rules and Regulations (the "Rules and Regulations") of the Securities and
Exchange Commission (the "Commission") and has been filed with the Commission.
The Company has complied with all of the conditions for the use of Form S-2.
Copies of such registration statement, including any amendments thereto, the
Preliminary Prospectuses (as defined below) (meeting the requirements of the
Rules and Regulations) contained therein and the exhibits, Financial Statements
(as hereinafter defined), as finally amended and revised, have heretofore been
delivered by the Company to you. Such registration statement, together with any
registration statement filed by the Company pursuant to Rule 462(b) of the Act,
herein referred to as the "Registration Statement," which shall be deemed to
include all information (A) omitted therefrom in reliance upon Rule 430A and (B)
contained in the Prospectus (as defined below), has become effective under the
Act and no post-effective amendment to the Registration Statement has been filed
as of the date of this Agreement. "Prospectus" means (a) the form of prospectus
first filed with the Commission pursuant to Rule 424(b) or (b) the last
preliminary prospectus included in the Registration Statement filed prior to the
time it becomes effective or filed pursuant to Rule 424(a) under the Act that is
delivered by the Company to the Underwriters for delivery to purchasers of the
Shares, together with the term sheet or abbreviated term sheet filed with the
Commission pursuant to Rule 424(b)(7) under the Act. Each preliminary prospectus
included in the Registration Statement prior to the time it becomes effective is
herein referred to as a "Preliminary Prospectus." Any reference herein to the
Registration Statement, any Preliminary Prospectus or to the Prospectus shall be
deemed to refer to and include any documents incorporated by reference therein,
and, in the case of any

-2-
<PAGE> 3
reference herein to any Prospectus, also shall be deemed to include any
documents incorporated by reference therein, and any supplements or amendments
thereto, filed with the Commission after the date of filing of the Prospectus
under Rules 424(b) or 430A, and prior to the termination of the offering of the
Shares by the Underwriters.

(ii) The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with
corporate power and authority to own or lease its properties and conduct its
business as described in the Registration Statement. Each of the subsidiaries of
the Company as listed in Exhibit 21 to Item 16(a) of the Registration Statement
(collectively, the "Subsidiaries") has been duly organized and is validly
existing as a corporation in good standing under the laws of the jurisdiction of
its incorporation, with corporate power and authority to own or lease its
properties and conduct its business as described in the Registration Statement.
The Subsidiaries are the only subsidiaries, direct or indirect, of the Company.
The Company and each of the Subsidiaries are duly qualified to transact business
in all jurisdictions in which the conduct of their business requires such
qualification. The outstanding shares of capital stock of each of the
Subsidiaries have been duly authorized and validly issued, are fully paid and
non-assessable and are owned by the Company or another Subsidiary. Except as set
forth on Schedule III hereto, the outstanding shares of capital stock of each of
the Subsidiaries is owned free and clear of all liens, encumbrances, equities
and claims; and no options, warrants or other rights to purchase, agreements or
other obligations to issue or other rights to convert any obligations into
shares of capital stock or ownership interests in the Subsidiaries are
outstanding.

(iii) The outstanding shares of Common Stock of the Company, including
the Shares to be sold by the Selling Shareholders, have been duly authorized and
validly issued and are fully paid and non-assessable. The Shares to be issued
and sold by the Company have been duly authorized and when issued and paid for
as contemplated by this Agreement will be validly issued, fully paid and
non-assessable; and no preemptive rights of stockholders exist with respect to
any of the Shares or the issue and sale thereof. Except as described in or
contemplated by the Prospectus, there are no outstanding securities of the
Company convertible or exchangeable into or evidencing the right to purchase or
subscribe for any shares of capital stock of the Company and there are no
outstanding or authorized options, warrants or rights of any character
obligating the Company to issue any shares of its capital stock or any
securities convertible or exchangeable into or evidencing the right to purchase
or subscribe for any shares of such stock. No holder of any securities of the
Company or any other person has the right, contractual or otherwise, which has
not been satisfied or effectively waived, to cause the Company to sell or
otherwise issue to them, or to permit them to underwrite the sale of, any of the
Shares or the right to have any shares of Common Stock or other securities of
the Company included in the Registration Statement or the right, as a result of
the filing of the Registration Statement, to require registration under the Act
of any shares of Common Stock or other securities of the Company.

-3-
<PAGE> 4
(iv) The information set forth under the caption "Capitalization" in
the Prospectus is true and correct. All of the Shares conform to the description
thereof contained in the Registration Statement. The form of certificates for
the Shares conforms to the corporate laws of the State of Delaware.

(v) The Registration Statement has become effective under the Act. The
Commission has not issued an order preventing or suspending the use of any
Prospectus relating to the proposed offering of the Shares nor are any
proceedings for that purpose pending or threatened. The Registration Statement
contains, and the Prospectus and each amendment or supplement thereto will
contain, all statements which are required to be stated therein by, and will
conform, to the requirements of the Act or the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), as applicable, and the Rules and Regulations.
The documents incorporated by reference in the Prospectus, at the time filed
with the Commission conformed, in all respects to the requirements of the Act or
the Exchange Act, as applicable, and the Rules and Regulations. The Registration
Statement and any amendments thereto do not contain, and will not contain, any
untrue statement of a material fact and do not omit, and will not omit, to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading. The Prospectus does not contain, and will not
contain, any untrue statement of material fact; and does not omit, and will not
omit, to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the Company makes no
representations or warranties as to information contained in the Registration
Statement or the Prospectus, or any such amendment or supplement, in reliance
upon, and in conformity with, written information furnished to the Company by or
on behalf of any Underwriter through the Representatives, specifically for use
in the preparation thereof, to the extent such information is expressly referred
to in Section 13 of this Agreement.

(vi) The consolidated financial statements of the Company and the
Subsidiaries, together with related notes and schedules as set forth or
incorporated by reference in the Registration Statement (the "Financial
Statements"), present fairly the financial position and the results of
operations and cash flows of the Company and the consolidated Subsidiaries, at
the indicated dates and for the indicated periods. The Financial Statements have
been prepared in accordance with generally accepted principles of accounting,
consistently applied throughout the periods involved, except as disclosed
herein, and all adjustments necessary for a fair presentation of results for
such periods have been made. The summary financial and statistical data set
forth or incorporated by reference in the Registration Statement presents fairly
the information shown therein and such data has been compiled on a basis
consistent with the Financial Statements presented therein and the books and
records of the Company. The pro forma financial statements and other pro forma
financial information set forth in the Registration Statement and the Prospectus
present fairly the information shown therein, have been prepared in accordance
with the Rules and Regulations with respect to pro forma financial statements,
have been properly

-4-
<PAGE> 5
compiled on the pro forma bases described therein, and, in the opinion of the
Company, the assumptions used in the preparation thereof are reasonable and the
adjustments used therein are appropriate to give effect to the transactions or
circumstances referred to therein.

(vii) Arthur Andersen LLP, who have certified certain of the Financial
Statements are independent public accountants as required by the Act and the
Rules and Regulations.

(viii) There is no action, suit, claim or proceeding pending or, to the
knowledge of the Company, threatened against the Company or any of the
Subsidiaries before any court or administrative agency or otherwise which if
determined adversely to the Company or any of the Subsidiaries might result in
any material adverse change in the earnings, business, management, properties,
assets, rights, operations, condition (financial or otherwise) or prospects of
the Company and of the Subsidiaries taken as a whole, whether or not arising in
the ordinary course of business, or prevent the consummation of the transactions
contemplated hereby.

(ix) The Company and the Subsidiaries have good and marketable title to
all of the properties and assets reflected in the Financial Statements (or as
described in the Registration Statement) hereinabove described, subject to no
lien, mortgage, pledge, charge or encumbrance of any kind except those reflected
in such Financial Statements (or as described in the Registration Statement) or
which are not material in amount. The Company and the Subsidiaries occupy their
leased properties under valid and binding leases conforming in all material
respects to the descriptions thereof set forth in the Registration Statement.

(x) The Company and the Subsidiaries have filed all Federal, State,
local and foreign income tax returns which have been required to be filed and
have paid all taxes indicated by said returns and all assessments received by
them or any of them to the extent that such taxes have become due. All tax
liabilities have been adequately provided for in the Financial Statements.

(xi) Since the respective dates as of which information is given in the
Registration Statement, as it may be amended or supplemented, there has not been
any material adverse change or any development involving a prospective material
adverse change in or affecting the earnings, business, management, properties,
assets, rights, operations, condition (financial or otherwise), or prospects of
the Company and the Subsidiaries taken as a whole, whether or not occurring in
the ordinary course of business, and there has not been any material transaction
entered into or any material transaction that is probable of being entered into
by the Company or the Subsidiaries, other than transactions in the ordinary
course of business and changes and transactions described in the Registration
Statement. The Company and the Subsidiaries have no material contingent
obligations which are not disclosed in the Financial Statements.

(xii) Neither the Company nor any of the Subsidiaries is or with or
without the giving of notice or lapse of time or both, will be, in violation of
any of the terms or provisions of or in

-5-
<PAGE> 6
default under its certificate of incorporation (as amended or supplemented the
"Certificate of Incorporation") or by-laws (as amended or supplemented the
"By-Laws") or under any agreement, lease, contract, indenture, mortgage, deed of
trust, or other instrument or obligation to which the Company or any of the
Subsidiaries is a party or by which it, or any of its properties, is bound and
which default is of material significance in respect of the condition, financial
or otherwise of the Company and the Subsidiaries taken as a whole or the
earnings, business, management, properties, assets, rights, operations,
condition (financial or otherwise) or prospects of the Company and the
Subsidiaries taken as a whole. This Agreement has been duly authorized, executed
and delivered by the Company. The execution and delivery of this Agreement and
the consummation of the transactions herein contemplated and the fulfillment of
the terms hereof will not, with or without the giving of notice or lapse of time
or both, conflict with or result in a violation or breach of any of the terms or
provisions of, or constitute a default under, any agreement, lease, contract,
indenture, mortgage, deed of trust or other instrument or obligation to which
the Company or any of the Subsidiaries is a party, or of the Certificate or
Incorporation or By-Laws of the Company or any order, rule or regulation
applicable to the Company or any of the Subsidiaries of any court or of any
regulatory body or administrative agency or other governmental body having
jurisdiction.

(xiii) Each approval, consent, order, authorization, designation,
declaration or filing by or with any court, regulatory, administrative or other
governmental body necessary in connection with the execution and delivery by the
Company of this Agreement and the consummation of the transactions herein
contemplated and the fulfillment by the Company of the terms hereof (except as
may be required by the Commission, the National Association of Securities
Dealers, Inc. (the "NASD") or as may be necessary to qualify the Shares for
public offering by the Underwriters under state securities or Blue Sky laws) has
been obtained or made and is in full force and effect.

(xiv) The Company and each of the Subsidiaries holds all material
licenses, certificates and permits from governmental authorities which are
necessary for the conduct of their businesses; and neither the Company nor any
of the Subsidiaries has infringed any patents, patent rights, trade names,
trademarks or copyrights, which infringement is material to the business of the
Company and the Subsidiaries taken as a whole. The Company knows of no material
infringement by others of patents, patent rights, trade names, trademarks or
copyrights owned by or licensed to the Company.

(xv) Neither the Company, nor to the Company's best knowledge, any of
its affiliates, has taken, directly or indirectly, any action designed to cause
or result in, or which has constituted or which might reasonably be expected to
cause or result in, the stabilization or manipulation of the price of the Common
Stock of the Company. The Company and the Selling Shareholders acknowledge that
the Underwriters may engage in passive market making transactions in the Shares
on The Nasdaq Stock Market in accordance with Rule 103 under Regulation M of the
Exchange Act.

-6-
<PAGE> 7
(xvi) Neither the Company nor any of the Subsidiaries is an "investment
company" within the meaning of such term under the Investment Company Act of
1940, as amended (the "1940 Act") and the Rules and Regulations.

(xvii) The Company maintains a system of internal accounting controls
sufficient to provide reasonable assurances that (i) transactions are executed
in accordance with management's general or specific authorization; (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain accountability for assets; (iii) access to assets is permitted only in
accordance with management's general or specific authorization; and (iv) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

(xviii) The Company and each of the Subsidiaries carry, or are covered
by, insurance in such amounts and covering such risks as is adequate for the
conduct of their respective businesses and the value of their respective
properties and as is customary for companies engaged in similar industries.

(xix) The Company is in compliance in all material respects with all
presently applicable provisions of the Employee Retirement Income Security Act
of 1974, as amended, including the regulations and published interpretations
thereunder ("ERISA"); no "reportable event" (as defined in ERISA) has occurred
with respect to any "pension plan" (as defined in ERISA) for which the Company
would have any liability; the Company has not incurred and does not expect to
incur liability under (i) Title IV of ERISA with respect to termination of, or
withdrawal from, any "pension plan" or (ii) Sections 412 or 4971 of the Internal
Revenue Code of 1986, as amended, including the regulations and published
interpretations thereunder (the "Code"); and each "pension plan" for which the
Company would have any liability that is intended to be qualified under Section
401(a) of the Code is so qualified in all material respects and nothing has
occurred, whether by action or by failure to act, which would cause the loss of
such qualification.

(xx) The Company confirms as of the date hereof that it is in
compliance with all provisions of Section 1 of Laws of Florida, Chapter 92-198,
An Act Relating to Disclosure of doing Business with Cuba, and the Company
further agrees that if it commences engaging in business with the government of
Cuba or with any person or affiliate located in Cuba after the date the
Registration Statement becomes or has become effective with the Commission or
with the Florida Department of Banking and Finance (the "Department"), whichever
date is later, or if the information in the Prospectus, if any, concerning the
Company's business with Cuba or with any person or affiliate located in Cuba
changes in any material way, the Company will provide the Department notice of
such business or change, as appropriate, in a form acceptable to the Department.

-7-
<PAGE> 8
(xxi) The Company has conducted an inventory and review of the
hardware, software, and embedded microcontrollers in noncomputer equipment (the
"Computer Systems") used by it in its business in order to determine whether the
Computer Systems are Year 2000 Compliant (as defined below). The Company has
determined that the Computer Systems are Year 2000 Compliant. The Company has
exercised due care in assessing whether the Computer Systems are Year 2000
Compliant and in assessing the Year 2000 Compliance status of its customers,
suppliers and vendors. To the Company's knowledge, all of the Computer Systems
of its customers, vendors and suppliers are Year 2000 Compliant to the extent
they are in any way involved with the business of the Company. In addition, the
Seller has not taken any action which will render any third-party software
products non-Year 2000 Compliant. The Company has not received a "Year 2000
Deficiency Letter" or criticism from any person on the subject of Year 2000
Compliance. The phrase "Year 2000 Compliant" means technology, including but not
limited to, information technology embedded systems, or any other
electro-mechanical or processor-based system, when used in connection with its
associated documentation, that is capable of accurately processing, providing,
or receiving date data from, into, and between the twentieth and twenty-first
centuries, and the years 1999 and 2000, including leap year calculations.

(xxii) Except as would not result in a material adverse change in the
earnings, business, management, properties, assets, rights, operations,
condition (financial or otherwise) or prospects of the Company and of the
Subsidiaries taken as a whole, whether or not arising in the ordinary course of
business, or prevent the consummation of the transactions contemplated hereby,
the Company and each of the Subsidiaries: (i) have obtained all licenses,
permits, easements, grants, consents, certificates, approvals and orders (the
"Approvals") which are required to be obtained under all applicable federal,
state, foreign or local laws or any regulation, code, plan, order, decree,
judgment, notice or demand letter issued, entered, promulgated or approved
thereunder relating to pollution or protection of the environment, including
laws relating to emissions, discharges, releases or threatened releases of
pollutants, contaminants, or hazardous or toxic materials or waste into ambient
air, surface water, ground water, or land or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport, or handling of pollutants, contaminants or hazardous or toxic
materials or wastes by the Company or any of the Subsidiaries or their
respective agents ("Environmental Laws"); (ii) are in compliance with all terms
and conditions of such required Approvals, and also are in compliance with all
other limitations, restrictions, conditions, standards, prohibitions,
requirements, obligations, schedules and timetables contained in the
Environmental Laws; (iii) have not received notice of any past or present
violations of Environmental Laws or any event, condition, circumstance,
activity, practice, incident, action or plan which is reasonably likely to
interfere with or prevent continued compliance with or which would give rise to
any common law or statutory liability, or otherwise form the basis of any claim,
action, suit or proceeding, against the Company or any of the Subsidiaries based
on or resulting from the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling, or the emission, discharge or release
into the

-8-
<PAGE> 9
environment, of any pollutant, contaminant or hazardous or toxic material or
waste; and (iv) have taken all actions necessary under the Environmental Laws to
register any products or materials required to be registered by the Company or
any of the Subsidiaries (or any of their respective agents) thereunder.

(b) Each of the Selling Shareholders severally represents and warrants
to each of the Underwriters as follows:

(i) Such Selling Shareholder now has and at the Closing Date (as such
dates is hereinafter defined) will have good and marketable title to the Firm
Shares to be sold by such Selling Shareholder, free and clear of any liens,
encumbrances, equities and claims, and full right, power and authority to effect
the sale and delivery of such Firm Shares; and upon the delivery of, against
payment for, such Firm Shares pursuant to this Agreement, the Underwriters will
acquire good and marketable title thereto, free and clear of any liens,
encumbrances, equities and claims.

(ii) Such Selling Shareholder has full right, power and authority to
execute and deliver this Agreement, the Power of Attorney and the Custodian
Agreement referred to below and to perform its obligations under each such
agreement. The execution and delivery of this Agreement and the consummation by
such Selling Shareholder of the transactions herein contemplated and the
fulfillment by such Selling Shareholder of the terms hereof will not require any
approval, consent, order, authorization, designation, declaration or filing by
or with any court, regulatory administrative or other governmental body (except
as may be required by the Commission, the NASD or as may be necessary to qualify
the Shares for public offering by the Underwriters under state securities or
Blue Sky laws) and will not, with or without the giving of notice or lapse of
time or both, result in a violation or breach of any of the terms and provisions
of, or constitute a default under, any organizational documents of such Selling
Shareholder, if not an individual, or any agreement, lease contract, indenture,
mortgage, deed of trust or other instrument or obligation to which such Selling
Shareholder is a party, or of any order, rule or regulation applicable to such
Selling Shareholder of any court or of any regulatory body or administrative
agency or other governmental body having jurisdiction.

(iii) Such Selling Shareholder has not taken, directly or indirectly,
any action designed to cause or result in, or which has constituted or which
might reasonably be expected to cause or result in, the stabilization or
manipulation of the price of the Common Stock of the Company.

-9-
<PAGE> 10
2. PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES.

(a) On the basis of the representations, warranties and covenants
herein contained, and subject to the conditions herein set forth, the Sellers
agree to sell to the Underwriters and each Underwriter agrees, severally and not
jointly, to purchase, at a price of $_____ [net price] per share, the number of
Firm Shares set forth opposite the name of each Underwriter in Schedule I
hereof, subject to adjustments in accordance with Section 9 hereof. The number
of Firm Shares to be purchased by each Underwriter from each Seller shall be as
nearly as practicable in the same proportion to the total number of Firm Shares
being sold by each Seller as the number of Firm Shares being purchased by each
Underwriter bears to the total number of Firm Shares to be sold hereunder. The
obligations of the Company and of each of the Selling Shareholders shall be
several and not joint.

(b) Certificates in negotiable form for the total number of the Shares
to be sold hereunder by the Selling Shareholders have been placed in custody
with Bryan Cave L.L.P. as custodian (the "Custodian") pursuant to the Custodian
Agreement executed by each Selling Shareholder for delivery of all Firm Shares
to be sold hereunder by the Selling Shareholders. Each of the Selling
Shareholders specifically agrees that the Firm Shares represented by the
certificates held in custody for the Selling Shareholders under the Custodian
Agreement are subject to the interests of the Underwriters hereunder, that the
arrangements made by the Selling Shareholders for such custody are to that
extent irrevocable, and that the obligations of the Selling Shareholders
hereunder shall not be terminable by any act or deed of the Selling Shareholders
(or by any other person, firm or corporation including the Company, the
Custodian or the Underwriters) or by operation of law (including the death of an
individual Selling Shareholder or the dissolution of a Selling Shareholder that
is a corporation, partnership or other entity) or by the occurrence of any other
event or events, except as set forth in the Custodian Agreement. If any such
event should occur prior to the delivery to the Underwriters of the Firm Shares
hereunder, certificates for the Firm Shares shall be delivered by the Custodian
in accordance with the terms and conditions of this Agreement as if such event
has not occurred. The Custodian is authorized to receive and acknowledge receipt
of the proceeds of sale of the Shares held by it against delivery of such
Shares.

(c) Payment for the Firm Shares to be sold hereunder is to be made in
same day funds via wire transfer to the order of the Company for the shares to
be sold by it and to the order of Bryan Cave L.L.P., "as Custodian" for the
shares to be sold by the Selling Shareholders, in each case against delivery of
certificates therefor to the Representatives for the several accounts of the
Underwriters. Such payment and delivery are to be made at the offices of BT
Alex. Brown Incorporated, 1 South Street, Baltimore, Maryland, at 10:00 a.m.,
Baltimore time, on the third business day after the date of this Agreement or at
such other time and date not later than five business days thereafter as you and
the Company shall agree upon, such time and date being herein referred to as the
"Closing Date." (As used herein, "business day" means a day on which

-10-
<PAGE> 11
the New York Stock Exchange is open for trading and on which banks in New York
are open for business and not permitted by law or executive order to be closed.)
The certificates for the Firm Shares will be delivered in such denominations and
in such registrations as the Representatives request in writing not later than
the second full business day prior to the Closing Date, and will be made
available for inspection by the Representatives at least one business day prior
to the Closing Date.

(d) In addition, on the basis of the representations, warranties and
covenants herein contained and subject to the terms and conditions herein set
forth, the Company hereby grants an option to the several Underwriters to
purchase the Option Shares at the price per share as set forth in the first
paragraph of this Section 2. The option granted hereby may be exercised in whole
or in part by giving written notice (i) at any time before the Closing Date and
(ii) only once thereafter within 30 days after the date of this Agreement, by
you, as Representatives of the several Underwriters, to the Company, setting
forth the number of Option Shares as to which the several Underwriters are
exercising the option, the names and denominations in which the Option Shares
are to be registered and the time and date at which such certificates are to be
delivered. The time and date at which certificates for Option Shares are to be
delivered shall be determined by the Representatives but shall not be earlier
than three nor later than 10 full business days after the exercise of such
option, nor in any event prior to the Closing Date (such time and date being
herein referred to as the "Option Closing Date"). If the date of exercise of the
option is three or more days before the Closing Date, the notice of exercise
shall set the Closing Date as the Option Closing Date. The number of Option
Shares to be purchased by each Underwriter shall be in the same proportion to
the total number of Option Shares being purchased as the number of Firm Shares
being purchased by such Underwriter bears to the total number of Firm Shares,
adjusted by you in such manner as to avoid fractional shares. The option with
respect to the Option Shares granted hereunder may be exercised only to cover
over-allotments in the sale of the Firm Shares by the Underwriters. You, as
Representatives of the several Underwriters, may cancel such option at any time
prior to its expiration by giving written notice of such cancellation to the
Company to the Representatives for the several accounts of the Underwriters.
Such payment and delivery are to be made. To the extent, if any, that the option
is exercised, payment for the Option Shares shall be made on the Option Closing
Date in same day funds via wire transfer to the order of the Company against
delivery of certificates therefor to the Representatives for the several
accounts of the Underwriters. Such payment and delivery are to be made at the
offices of BT Alex. Brown Incorporated, 1 South Street, Baltimore, Maryland on
the Option Closing Date.

(e) If on the Closing Date any Selling Shareholder fails to sell the
Firm Shares which such Selling Shareholder has agreed to sell on such date as
set forth in Schedule II hereto, the Company agrees that it will sell or arrange
for the sale of that number of shares of Common Stock to the Underwriters which
represents Firm Shares which such Selling Shareholder has failed to so sell, as
set forth in Schedule II hereto, or such lesser number as may be requested by
the Representatives.

-11-
<PAGE> 12
3. OFFERING BY THE UNDERWRITERS.

It is understood that the several Underwriters are to make a public
offering of the Firm Shares as soon as the Representatives deem it advisable to
do so. The Firm Shares are to be initially offered to the public at the public
offering price set forth in the Prospectus. The Representatives may from time to
time thereafter change the public offering price and other selling terms. To the
extent, if at all, that any Option Shares are purchased pursuant to Section 2
hereof, the Underwriters will offer them to the public on the foregoing terms.

It is further understood that you will act as the Representatives for
the Underwriters in the offering and sale of the Shares in accordance with a
Master Agreement Among Underwriters entered into by you and the several other
Underwriters.

4. COVENANTS OF THE COMPANY AND THE SELLING SHAREHOLDERS.

(a) The Company covenants and agrees with each of the several
Underwriters that:

(i) The Company will (A) use its best efforts to cause the Registration
Statement to become effective or, if the procedure in Rule 430A of the Rules and
Regulations is followed, to prepare and timely file with the Commission under
Rule 424(b) of the Rules and Regulations a Prospectus in a form approved by the
Representatives containing information previously omitted at the time of
effectiveness of the Registration Statement in reliance on Rule 430A of the
Rules and Regulations, and (B) not file any amendment to the Registration
Statement or any amendment or supplement to the Prospectus or document
incorporated by reference therein of which the Representatives shall not
previously have been advised and furnished with a copy or to which the
Representatives shall have reasonably objected in writing or which is not in
compliance with the Rules and Regulations and (C) file on a timely basis all
reports and any definitive proxy or information statements required to be filed
by the Company with the Commission subsequent to the date of the Prospectus and
prior to the termination of the offering of the Shares by the Underwriters.

(ii) The Company will advise the Representatives promptly (A) when the
Registration Statement or any post-effective amendment thereto shall have become
effective, (B) of receipt of any comments from the Commission, (C) of any
request of the Commission for amendment of the Registration Statement or for
supplement to the Prospectus or for any additional information, and (D) of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or the use of the Prospectus or of the institution of any
proceedings for that purpose. The Company will use its best efforts to prevent
the issuance of any such stop order or proceeding and to obtain as soon as
possible the lifting thereof, if issued.

(iii) The Company will cooperate with the Representatives in
endeavoring to qualify the Shares for sale under the securities laws of such
jurisdictions as the Representatives may

-12-
<PAGE> 13
reasonably have designated in writing and will make such applications, file such
documents, and furnish such information as may be reasonably required for that
purpose, provided the Company shall not be required to qualify as a foreign
corporation or to file a general consent to service of process in any
jurisdiction where it is not now so qualified or required to file such a
consent. The Company will, from time to time, prepare and file such statements,
reports, and other documents, as are or may be required to continue such
qualifications in effect for so long a period as the Representatives may
reasonably request for distribution of the Shares.

(iv) The Company will deliver to, or upon the order of, the
Representatives, from time to time, as many copies of any Preliminary Prospectus
as the Representatives may reasonably request. The Company will deliver to, or
upon the order of, the Representatives during the period when delivery of a
Prospectus is required under the Act, as many copies of the Prospectus in final
form, or as thereafter amended or supplemented, as the Representatives may
reasonably request. The Company will deliver to the Representatives at or before
the Closing Date, four signed copies of the Registration Statement and all
amendments thereto including all exhibits filed therewith, and will deliver to
the Representatives such number of copies of the Registration Statement
(including such number of copies of the exhibits filed therewith that may
reasonably be requested), including documents incorporated by reference therein,
and of all amendments thereto, as the Representatives may reasonably request.

(v) The Company will comply with the Act and the Exchange Act and the
Rules and Regulations so as to permit the completion of the distribution of the
Shares as contemplated in this Agreement and the Prospectus. If during the
period in which a prospectus is required by law to be delivered by an
Underwriter or dealer, any event shall occur as a result of which, in the
judgment of the Company or in the reasonable opinion of the Underwriters, it
becomes necessary to amend or supplement the Prospectus in order to make the
statements therein, in the light of the circumstances existing at the time the
Prospectus is delivered to a purchaser, not misleading, or, if it is necessary
at any time to amend or supplement the Prospectus to comply with any law, the
Company promptly will either (i) prepare and file with the Commission an
appropriate amendment to the Registration Statement or supplement to the
Prospectus or (ii) prepare and file with the Commission an appropriate filing
under the Exchange Act which shall be incorporated by reference in the
Prospectus so that the Prospectus as so amended or supplemented will not, in the
light of the circumstances when it is so delivered, be misleading, or so that
the Prospectus will comply with the law.

(vi) The Company will make generally available to its security holders,
as soon as it is practicable to do so, but in any event not later than 15 months
after the effective date of the Registration Statement, an earnings statement
(which need not be audited) in reasonable detail, covering a period of at least
12 consecutive months beginning after the effective date of the Registration
Statement, which earnings statement shall satisfy the requirements of Section
11(a)

-13-
<PAGE> 14
of the Act and Rule 158 of the Rules and Regulations and will advise you in
writing when such earnings statement has been so made available.

(vii) The Company will, for a period of five years from the Closing
Date, deliver to the Representatives copies of annual reports and copies of all
other documents, reports and information furnished by the Company to its
stockholders or filed with any securities exchange on The Nasdaq Stock Market
pursuant to the requirements of such exchange or The Nasdaq Stock Market or with
the Commission pursuant to the Act or the Exchange Act. The Company will deliver
to the Representatives similar reports with respect to significant subsidiaries,
as that term is defined in the Rules and Regulations, which are not consolidated
in the Financial Statements.

(viii) No offering, sale, short sale, pledge or other disposition of
any shares of Common Stock of the Company or other capital stock of the Company,
or other securities convertible into or exchangeable or exercisable for shares
of Common Stock or derivatives of Common Stock of the Company (or entering into
agreements for such) will be made for a period of 360 days after the date of
this Agreement, directly or indirectly, by the Company otherwise than hereunder
except (A) that the Company may issue, and grant options or warrants to
purchase, shares of Common Stock of the Company or any shares convertible into,
exercisable for or exchangeable for shares of Common Stock of the Company, upon
the exercise of outstanding options and warrants and its issuance of options and
stock granted under the existing stock option plan, (B) in connection with
acquisition transactions, or (C) with the prior written consent of BT Alex.
Brown Incorporated.

(ix) The Company will use its best efforts to promptly list, subject to
notice of issuance, the Shares on the Nasdaq National Market.

(x) The Company has caused each executive officer and director of the
Company to furnish to you, on or prior to the date of this Agreement, a letter
or letters, in form and substance satisfactory to the Underwriters ("Lockup
Agreements"), pursuant to which each such person has agreed not to offer, sell,
sell short, pledge or otherwise dispose of any shares of Common Stock of the
Company or other capital stock of the Company, or any other securities
convertible, exchangeable or exercisable for shares of Common Stock of the
Company or derivatives of Common Stock of the Company (or enter into agreements
for such) owned by such person or request the registration for the offer or sale
of any of the foregoing (or as to which such person has the right to direct the
disposition of) for a period of 360 days after the date of this Agreement,
directly or indirectly, except (A) as otherwise provided in the Lockup
Agreements or (B) with the prior written consent of BT Alex. Brown Incorporated.

(xi) The Company shall apply the net proceeds of its sale of the Shares
as set forth in the Prospectus.

-14-
<PAGE> 15
(xii) The Company shall not invest, or otherwise use the proceeds
received by the Company from its sale of the Shares in such a manner as would
require the Company or any of the Subsidiaries to register as an "investment
company" within the meaning of such term under the 1940 Act and the Rules and
Regulations.

(xiii) The Company will maintain a transfer agent and, if necessary
under the laws of the State of Delaware, a registrar for the Common Stock.

(xiv) The Company will not take, directly or indirectly, any action
designed to cause or result in, or that has constituted or might reasonably be
expected to constitute, the stabilization or manipulation of the price of the
Common Stock of the Company.

(b) Each of the Selling Shareholders severally covenants and agrees
with each of the several Underwriters that:

(i) No offering, sale, short sale, pledge or other disposition of any
shares of Common Stock of the Company or other capital stock of the Company or
other securities convertible, exchangeable or exercisable for Common Stock or
derivatives of Common Stock (or entering into any agreement for such) owned by
the Selling Shareholder or request the registration for the offer or sale of any
of the foregoing (or as to which the Selling Shareholder has the right to direct
the disposition of) will be made for a period of 360 days after the date of this
Agreement, directly or indirectly, by such Selling Shareholder otherwise than
hereunder, except (A) as otherwise provided in the Lockup Agreement by and
between you and Selling Shareholder or (B) with the prior written consent of BT
Alex. Brown Incorporated.

(ii) In order to document the Underwriters' compliance with the
reporting and withholding provisions of the Tax Equity and Fiscal Responsibility
Act of 1982 and the Interest and Dividend Tax Compliance Act of 1983 with
respect to the transactions herein contemplated, each of the Selling
Shareholders agrees to deliver to you prior to or at the Closing Date a properly
completed and executed United States Treasury Department Form W-9 (or other
applicable form or statement specified by Treasury Department regulations in
lieu thereof).

(iii) Such Selling Shareholder will not take, directly or indirectly,
any action designed to cause or result in, or that has constituted or might
reasonably be expected to constitute, the stabilization or manipulation of the
price of the Common Stock of the Company. Other than as permitted by the Act,
the Selling Shareholder will not distribute any prospectus or other offering
materials in connection with the offering of the Shares.

5. COSTS AND EXPENSES.

The Company will pay all costs, expenses and fees incident to the
performance of the obligations of the Sellers under this Agreement, including,
without limiting the generality of the

-15-
<PAGE> 16
foregoing, the following: accounting fees of the Company; the fees and
disbursements of counsel for the Company and the Selling Shareholders; the cost
of printing and delivering to, or as requested by, the Underwriters copies of
the Registration Statement, Preliminary Prospectuses, the Prospectus, this
Agreement; the filing fees of the Commission; the filing fee of the NASD; and
the Listing Fee of the Nasdaq National Market. [The Selling Shareholders have
agreed with the Company to reimburse the Company for a portion of such expenses.
To the extent, if at all, that any of the Selling Shareholders engage special
legal counsel to represent them in connection with this offering, the fees and
expenses of such counsel shall be borne solely by such Selling Shareholder. Any
transfer taxes imposed on the sale of the Shares to the several Underwriters
will be paid by the Sellers pro rata.] The Sellers shall not, however, be
required to pay for any of the Underwriters' expenses (other than those related
to qualification under NASD regulation) except that, if this Agreement shall not
be consummated because the conditions in Section 6 hereof are not satisfied, or
because this Agreement is terminated by the Representatives pursuant to Section
11 hereof, or by reason of any failure, refusal or inability on the part of the
Company or the Selling Shareholders to perform any undertaking or satisfy any
condition of this Agreement or to comply with any of the terms hereof on their
part to be performed, unless such failure to satisfy said condition or to comply
with said terms be due to the default or omission of any Underwriter, then the
Company shall reimburse the several Underwriters for reasonable out-of-pocket
expenses, including fees and disbursements of counsel, reasonably incurred in
connection with investigating, marketing and proposing to market the Shares or
in contemplation of performing their obligations hereunder; but the Company and
the Selling Shareholders shall not in any event be liable to any of the
Underwriters for damages on account of loss of anticipated profits from the sale
by them of the Shares.

6. CONDITIONS OF OBLIGATIONS OF THE UNDERWRITERS.

The several obligations of the Underwriters to purchase the Firm Shares
on the Closing Date and the Option Shares, if any, on the Option Closing Date
are subject to the accuracy, as of the Closing Date or the Option Closing Date,
as the case may be, of the representations and warranties of the Company and the
Selling Shareholders contained herein, and to the performance by the Company and
the Selling Shareholders of their covenants and obligations hereunder and to the
following additional conditions:

-16-
<PAGE> 17
(a) The Registration Statement and all post-effective amendments
thereto shall have become effective and any and all filings required by Rule 424
and Rule 430A of the Rules and Regulations shall have been made, and any request
of the Commission for additional information (to be included in the Registration
Statement or otherwise) shall have been disclosed to the Representatives and
complied with to their reasonable satisfaction. No stop order suspending the
effectiveness of the Registration Statement, as amended from time to time, shall
have been issued and no proceedings for that purpose shall have been taken or,
to the knowledge of the Company or the Selling Shareholders, shall be
contemplated by the Commission and no injunction, restraining order, or order of
any nature by a Federal or state court of competent jurisdiction shall have been
issued as of the Closing Date which would prevent the issuance of the Shares.

(b) The Representatives shall have received on the Closing Date or the
Option Closing Date, as the case may be, the opinion[s] of Bryan Cave L.L.P.,
counsel for the Company [and the Selling Shareholders], dated the Closing Date
or the Option Closing Date, as the case may be, addressed to the Underwriters
(and stating that it may be relied upon by counsel to the Underwriters) to the
effect that:

(i) The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with
corporate power and authority to own or lease its properties and conduct its
business as described in the Registration Statement. Each of the Subsidiaries
has been duly organized and is validly existing as a corporation in good
standing under the laws of the jurisdiction of its incorporation, with corporate
power and authority to own or lease its properties and conduct its business as
described in the Registration Statement. The Company and each of the
Subsidiaries are duly qualified to transact business in all jurisdictions in
which the conduct of their business requires such qualification. The outstanding
shares of capital stock of each of the Subsidiaries have been duly authorized
and validly issued, are fully paid and non-assessable and are owned by the
Company or another Subsidiary. To the best of such counsel's knowledge except as
set forth on Schedule III hereto, the outstanding shares of capital stock of
each of the Subsidiaries is owned free and clear of all liens, encumbrances,
equities and claims, and no options, warrants or other rights to purchase,
agreements or other obligations to issue or other rights to convert any
obligations into any shares of capital stock or ownership interests in the
Subsidiaries are outstanding.

(ii) The Company has authorized and outstanding capital stock as set
forth under the caption "Capitalization" in the Prospectus. The outstanding
shares of Common Stock of the Company, including the Shares to be sold by the
Selling Shareholders, have been duly authorized and validly issued and are fully
paid and non-assessable; all of the Shares conform to the description thereof
contained in the Prospectus; the certificates for the Shares, assuming they are
in the form filed with the Commission, are in due and proper form. The Shares to
be issued and sold by the Company have been duly authorized and when issued and
paid for as contemplated

-17-
<PAGE> 18
by this Agreement will be validly issued, fully paid and non-assessable; and no
preemptive rights of stockholders exist with respect to any of the Shares or the
issue or sale thereof.

(iii) Except as described in or contemplated by the Prospectus, to the
best of such counsel' knowledge, there are no outstanding securities of the
Company convertible or exchangeable into or evidencing the right to purchase or
subscribe for any shares of capital stock of the Company and there are no
outstanding or authorized options, warrants or rights of any character
obligating the Company to issue any shares of its capital stock or any
securities convertible or exchangeable into or evidencing the right to purchase
or subscribe for any shares of such stock. To the best of such counsel's
knowledge, no holder of any securities of the Company or any other person has
the right, contractual or otherwise, which has not been satisfied or effectively
waived, to cause the Company to sell or otherwise issue to them, or to permit
them to underwrite the sale of, any of the Shares or the right to have any
shares of Common Stock or other securities of the Company included in the
Registration Statement or the right, as a result of the filing of the
Registration Statement, to require registration under the Act of any shares of
Common Stock or other securities of the Company.

(iv) The Registration Statement has become effective under the Act. To
the best of such counsel's knowledge, the Commission has not issued an order
preventing or suspending the use of any Prospectus relating to the proposed
offering of the Shares nor are any proceedings for that purpose pending or
threatened.

(v) The Registration Statement, and each amendment thereto, and the
Prospectus, and each amendment or supplement thereto, comply as to form in all
material respects with the requirements of the Act or the Exchange Act, as
applicable, and the Rules and Regulations (except that such counsel need express
no opinion as to the Financial Statements). The conditions for the use of Form
S-2, set forth in the General Instructions thereto, have been satisfied.

(vi) The statements under the caption "Description of Common Stock and
Other Securities" in the Prospectus, insofar as such statements constitute a
summary of documents referred to therein or matters of law, fairly summarize in
all material respects the information called for with respect to such documents
and matters.

(vii) Such counsel does not know of any contracts or documents required
to be filed as exhibits to or incorporated by reference in the Registration
Statement or described in the Registration Statement or the Prospectus which are
no so filed, incorporated by reference or described as required, and such
contracts and documents that are summarized in the Registration Statement or the
Prospectus are fairly summarized in all material respects.

-18-
<PAGE> 19
(viii) To the best of such counsel's knowledge, there is no action,
suit, claim or proceeding pending or threatened against the Company or any of
the Subsidiaries before any court or administrative agency or otherwise which if
determined adversely to the Company or any of the Subsidiaries might result in
any material adverse change in the earnings, business, management, properties,
assets, rights, operations, condition (financial or otherwise) or prospects of
the Company and of the Subsidiaries taken as a whole, whether or not arising in
the ordinary course of business, or prevent the consummation of the transactions
contemplated hereby.

(ix) The execution and delivery of this Agreement and the consummation
of the transactions herein contemplated and the fulfillment of the terms hereof
will not, with or without the giving of notice or lapse of time or both,
conflict with or result in a violation or breach of any of the terms or
provisions of, or constitute a default under, any agreement, lease, contract,
indenture, mortgage, deed of trust or other instrument or obligation to which
the Company or any of the Subsidiaries is a party, or of the Certificate or
Incorporation or By-Laws of the Company or any order, rule or regulation
applicable to the Company or any of the Subsidiaries of any court or of any
regulatory body or administrative agency or other governmental body having
jurisdiction.

(x) This Agreement has been duly authorized, executed and delivered by
the Company.

(xi) No approval, consent, order, authorization, designation,
declaration or filing by or with any regulatory, administrative or other
governmental body is necessary in connection with the execution and delivery of
this Agreement by the Company and the Selling Shareholders and the consummation
of the transactions herein contemplated and the fulfillment by the Company and
the Selling Shareholders of the terms hereof (other than as may be required by
the Commission, the NASD or as may be necessary to qualify the Shares for public
offering by the Underwriters under state securities or Blue Sky laws as to which
such counsel need express no opinion) except such as have been obtained or made,
specifying the same.

(xii) Neither the Company nor any of the Subsidiaries will or will not
become, as a result of the consummation of the transactions contemplated by this
Agreement and application of the net proceeds therefrom as described in the
Prospectus, an "investment company" within the meaning of such term under the
1940 Act and the Rules and Regulations.

(xiii) This Agreement has been duly authorized, executed and delivered
by or on behalf of the Selling Shareholders.

(xiv) Each Selling Shareholder has full legal right, power and
authority, and any approval required by law (other than as required by State
securities and Blue Sky laws as to which such counsel need express no opinion),
to sell, assign, transfer and deliver the portion of the Shares to be sold by
such Selling Shareholder.

-19-
<PAGE> 20
(xv) The Custodian Agreement and the Power of Attorney executed and
delivered by each Selling Shareholder is valid and binding.

(xvi) The Underwriters (assuming that they are bona fide purchasers
within the meaning of the Uniform Commercial Code) have acquired good and
marketable title to the Shares being sold by each Selling Shareholder on the
Closing Date, free and clear of all liens, encumbrances, equities and claims.

In rendering such opinion Bryan Cave L.L.P. may rely as to matters
governed by the laws of states other than Arizona and Delaware or Federal laws
on local counsel in such jurisdictions [and as to the matters set forth in
subparagraphs (xiii), (xiv) and (xv) on opinions of other counsel representing
the respective Selling Shareholders], provided that in each case Bryan Cave
L.L.P. shall state that they believe that they and the Underwriters are
justified in relying on such other counsel. In addition to the matters set forth
above, such opinion shall also include a statement to the effect that nothing
has come to the attention of such counsel which leads them to believe that (i)
the Registration Statement, or any amendment thereto, at the time the
Registration Statement became effective under the Act (but after giving effect
to any modifications incorporated therein pursuant to Rule 430A under the Act)
and as of the Closing Date or the Option Closing Date, as the case may be,
contained an untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they are made, not misleading (except that such
counsel need express no view as to Financial Statements), and (ii) the
Prospectus, or any amendment or supplement thereto, on the date it was filed and
as of the Closing Date or the Option Closing Date, as the case may be, contained
an untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they are made, not misleading (except that such
counsel need express no view as to Financial Statements). With respect to such
statement, Bryan Cave L.L.P. may state that their belief is based upon the
procedures set forth therein, but is without independent check and verification.

(c) The Representatives shall have received from Piper & Marbury
L.L.P., counsel for the Underwriters, an opinion dated the Closing Date or the
Option Closing Date, as the case may be, substantially to the effect specified
in subparagraphs (ii), (iii), (iv), (x) and (xiii) of Paragraph (b) of this
Section 6. In rendering such opinion, Piper & Marbury L.L.P. may rely as to all
matters governed other than by the laws of the State of Maryland or Federal laws
on the opinion of counsel referred to in Paragraph (b) of this Section 6. In
addition to the matters set forth above, such opinion shall also include a
statement to the effect that nothing has come to the attention of such counsel
which leads them to believe that (i) the Registration Statement, or any
amendment thereto, at the time the Registration Statement became effective under
the Act (but after giving effect to any modifications incorporated therein
pursuant to Rule 430A under the Act) and as of the Closing Date or the Option
Closing Date, as the case may be, contained an

-20-
<PAGE> 21
untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements, in the light of the circumstances
under which they are made, not misleading (except that such counsel need express
no view as to Financial Statements), and (ii) the Prospectus, or any amendment
or supplement thereto, on the date it was filed and as of the Closing Date or
the Option Closing Date, as the case may be, contained an untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements, in the light of the circumstances under which they are made, not
misleading (except that such counsel need express no view as to Financial
Statements). With respect to such statement, Piper & Marbury L.L.P. may state
that their belief is based upon the procedures set forth therein, but is without
independent check and verification.

(d) You shall have received, on each of the dates hereof, the Closing
Date and the Option Closing Date, as the case may be, a letter dated the date
hereof, the Closing Date or the Option Closing Date, as the case may be, in form
and substance satisfactory to you, of Arthur Andersen LLP confirming that they
are independent public accountants within the meaning of the Act and the Rules
and Regulations and stating that in their opinion the Financial Statements
comply in all material respects with the applicable accounting requirements of
the Act and the Rules and Regulations; and containing such other statements and
information as is ordinarily included in accountants' "comfort letters" to
Underwriters with respect to the Financial Statements and certain financial and
statistical information contained or incorporated by reference in the
Registration Statement and Prospectus.

(e) The Representatives shall have received on the Closing Date or the
Option Closing Date, as the case may be, a certificate or certificates of the
Chief Executive Officer and the Chief Financial Officer of the Company to the
effect that, as of the Closing Date or the Option Closing Date, as the case may
be, each of them severally represents as follows:

(i) The Registration Statement has become effective under the
Act. To the best of his knowledge, the Commission has not issued an order
preventing or suspending the use of any Prospectus relating to the proposed
offering of the Shares nor are any proceedings for that purpose pending or
threatened.

(ii) The representations and warranties of the Company
contained in Section 1(a) hereof are true and correct as of the Closing Date or
the Option Closing Date, as the case may be;

(iii) All filings required to have been made pursuant to Rules
424 or 430A under the Act have been made;

(iv) He has carefully examined the Registration Statement and
the Prospectus and, in his or her opinion, as of the effective date of the
Registration Statement, the statements contained in the Registration Statement
were true and correct, and such Registration Statement

-21-
<PAGE> 22
and Prospectus did not omit to state a material fact required to be stated
therein or necessary in order to make the statements therein not misleading, and
since the effective date of the Registration Statement, no event has occurred
which should have been set forth in a supplement or amendment of the
Registration Statement or the Prospectus which has not been so set forth in such
supplement or amendment; and

(v) Since the respective dates as of which information is
given in the Registration Statement and Prospectus, there has not been any
material adverse change or any development involving a prospective material
adverse change in or affecting the condition, financial or otherwise, of the
Company and the Subsidiaries taken as a whole or the earnings, business,
management, properties, assets, rights, operations, condition (financial or
otherwise) or prospects of the Company and the Subsidiaries taken as a whole,
whether or not arising in the ordinary course of business.

(f) The Company and the Selling Shareholders shall have furnished to
the Representatives such further certificates and documents confirming the
representations and warranties, covenants and conditions contained herein and
related matters as the Representatives may reasonably have requested.

(g) The Firm Shares and Option Shares, if any, have been approved for
designation upon notice of issuance on the Nasdaq National Market.

(h) The Lockup Agreements described in Sections 4(a)(viii), 4(x) and
4(b)(i) are in full force and effect.

The opinions and certificates mentioned in this Agreement shall be
deemed to be in compliance with the provisions hereof only if they are in all
material respects satisfactory to the Representatives and to Piper & Marbury
L.L.P., counsel for the Underwriters.

If any of the conditions hereinabove provided for in this Section 6
shall not have been fulfilled when and as required by this Agreement to be
fulfilled, the obligations of the Underwriters hereunder may be terminated by
the Representatives by notifying the Company and the Selling Shareholders of
such termination in writing or by telegram at or prior to the Closing Date or
the Option Closing Date, as the case may be.

In such event, the Selling Shareholders, the Company and the
Underwriters shall not be under any obligation to each other (except to the
extent provided in Sections 5 and 8 hereof).

7. CONDITIONS OF THE OBLIGATIONS OF THE SELLERS.

The obligations of the Sellers to sell and deliver the portion of the
Shares required to be delivered as and when specified in this Agreement are
subject to the conditions that at the

-22-
<PAGE> 23
Closing Date or the Option Closing Date, as the case may be, no stop order
suspending the effectiveness of the Registration Statement shall have been
issued and in effect or proceedings therefor initiated or threatened.

8. INDEMNIFICATION.

(a) The Company and the Selling Shareholders, jointly and severally,
agree to indemnify and hold harmless each Underwriter and each person, if any,
who controls of any Underwriter within the meaning of the Act, against any
losses, claims, damages or liabilities to which such Underwriter or any such
controlling person may become subject under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions or proceedings in
respect thereof) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of any material fact contained in the Registration
Statement, or any amendment thereto, any Preliminary Prospectus, the Prospectus
or any amendment or supplement thereto, or (ii) the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
under which they were made; and will reimburse each Underwriter and each such
controlling person upon demand for any legal or other expenses reasonably
incurred by such Underwriter or such controlling person in connection with
investigating or defending any such loss, claim, damage or liability, action or
proceeding or in responding to a subpoena or governmental inquiry related to the
offering of the Shares, whether or not such Underwriter or controlling person is
a party to any action or proceeding; provided, however, that the Company and the
Selling Shareholders will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement, or omission or alleged omission made in
the Registration Statement, any Preliminary Prospectus, the Prospectus, or such
amendment or supplement thereto, in reliance upon and in conformity with written
information furnished to the Company by or through the Representatives
specifically for use in the preparation thereof. In no event, however, shall the
aggregate liability of any Selling Shareholder for indemnification under this
Section 8(a) exceed the lesser of (i) that proportion of the total of such
losses, claims, damages or liabilities indemnified against equal to the
proportion of the total Shares sold hereunder which is being sold by such
Selling Shareholder, or (ii) the net proceeds after underwriters discounts and
commissions received by such Selling Shareholder from the Underwriters in the
offering. This indemnity agreement will be in addition to any liability which
the Company or the Selling Shareholders may otherwise have.

(b) Each Underwriter severally and not jointly will indemnify and hold
harmless the Company, each of its directors, each of its officers who have
signed the Registration Statement, the Selling Shareholders, and each person, if
any, who controls the Company or the Selling Shareholders within the meaning of
the Act, against any losses, claims, damages or liabilities to which the Company
or any such director, officer, Selling Shareholder or controlling person may
become subject under the Act or otherwise, insofar as such losses, claims,
damages or liabilities

-23-
<PAGE> 24
(or actions or proceedings in respect thereof) arise out of or are based upon
(i) any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, any Preliminary Prospectus, the
Prospectus or any amendment or supplement thereto, or (ii) the omission or the
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances under which they were made; and will reimburse any legal or other
expenses reasonably incurred by the Company or any such director, officer,
Selling Shareholder or controlling person in connection with investigating or
defending any such loss, claim, damage, liability, action or proceeding;
provided, however, that each Underwriter will be liable in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission has been made in the Registration
Statement, any Preliminary Prospectus, the Prospectus or such amendment or
supplement thereto, in reliance upon and in conformity with written information
furnished to the Company by or through the Representatives specifically for use
in the preparation thereof. This indemnity agreement will be in addition to any
liability which such Underwriter may otherwise have.

(c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to this Section 8, such person (the "indemnified party") shall
promptly notify the person against whom such indemnity may be sought (the
"indemnifying party") in writing. No indemnification provided for in Section
8(a) or (b) shall be available to any party who shall fail to give notice as
provided in this Section 8(c) if the party to whom notice was not given was
unaware of the proceeding to which such notice would have related and was
materially prejudiced by the failure to give such notice, but the failure to
give such notice shall not relieve the indemnifying party or parties from any
liability which it or they may have to the indemnified party for contribution or
otherwise than on account of the provisions of Section 8(a) or (b). In case any
such proceeding shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it shall
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party and
shall pay as incurred the fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel at its own expense. Notwithstanding the foregoing, the
indemnifying party shall pay as incurred (or within 30 days of presentation) the
fees and expenses of the counsel retained by the indemnified party in the event
(i) the indemnifying party and the indemnified party shall have mutually agreed
to the retention of such counsel, (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them or
(iii) the indemnifying party shall have failed to assume the defense and employ
counsel acceptable to the indemnified party within a reasonable period of time
after notice of commencement of the action. It is understood that the

-24-
<PAGE> 25
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the reasonable fees and
expenses of more than one separate firm for all such indemnified parties. Such
firm shall be designated in writing by you in the case of parties indemnified
pursuant to Section 8(a) and by the Company in the case of parties indemnified
pursuant to Section 8(b). The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but if settled
with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment. In addition, the
indemnifying party will not, without the prior written consent of the
indemnified party, settle or compromise or consent to the entry of any judgment
in any pending or threatened claim, action or proceeding of which
indemnification may be sought hereunder (whether or not any indemnified party is
an actual or potential party to such claim, action or proceeding) unless such
settlement, compromise or consent includes an unconditional release of each
indemnified party from all liability arising out of such claim, action or
proceeding.

(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to indemnify and hold harmless an indemnified
party under Section 8(a) or (b) above in respect of any losses, claims, damages
or liabilities (or actions or proceedings in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) in such proportion as
is appropriate to reflect the relative benefits received by the Company and the
Selling Shareholders on the one hand and the Underwriters on the other from the
offering of the Shares. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law then each indemnifying
party shall contribute to such amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of the Company and the Selling Shareholders on the
one hand and the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities, (or
actions or proceedings in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company and the
Selling Shareholders on the one hand and the Underwriters on the other shall be
deemed to be in the same proportion as the total net proceeds from the offering
(before deducting expenses) received by the Company and the Selling Shareholders
bear to the total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Selling Shareholders on the one hand or the
Underwriters on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

-25-
<PAGE> 26
The Company, the Selling Shareholders and the Underwriters agree that
it would not be just and equitable if contributions pursuant to this Section
8(d) were determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to above in
this Section 8(d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions or proceedings
in respect thereof) referred to above in this Section 8(d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), (i) no Underwriter shall
be required to contribute any amount in excess of the underwriting discounts and
commissions applicable to the Shares purchased by such Underwriter, (ii) no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation, and (iii) no Selling Shareholder
shall be required to contribute any amount in excess of the lesser of (A) that
proportion of the total of such losses, claims, damages or liabilities
indemnified or contributed against equal to the proportion of the total Shares
sold hereunder which is being sold by such Selling Shareholder, or (B) the net
proceeds after underwriters discounts and commissions received by such Selling
Shareholder from the Underwriters in the offering. The Underwriters' obligations
in this Section 8(d) to contribute are several in proportion to their respective
underwriting obligations and not joint.

(e) In any action, claim or proceeding relating to the Registration
Statement, any Preliminary Prospectus, the Prospectus or any supplement or
amendment thereto, each party against whom contribution may be sought under this
Section 8 hereby consents to the jurisdiction of any court having jurisdiction
over any other contributing party, agrees that process issuing from such court
may be served upon him or it by any other contributing party and consents to the
service of such process and agrees that any other contributing party may join
him or it as an additional defendant in any such proceeding in which such other
contributing party is a party.

(f) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 8 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 8 and the
representations and warranties of the Company and the Selling Shareholders set
forth in this Agreement shall remain operative and in full force and effect,
regardless of (i) any investigation made by or on behalf of any Underwriter or
any person controlling any Underwriter, the Company, its directors or officers
or any persons controlling the Company, (ii) acceptance of any Shares and
payment therefor hereunder, and (iii) any termination of this Agreement. A
successor to any Underwriter, or any persons controlling any Underwriter, or to
the Company shall be entitled to the benefits of the indemnity and contribution
contained in this Section 8.

-26-
<PAGE> 27
9. DEFAULT BY UNDERWRITERS.

If on the Closing Date or the Option Closing Date, as the case may be,
any Underwriter shall fail to purchase and pay for the portion of the Shares
which such Underwriter has agreed to purchase and pay for on such date
(otherwise than by reason of any default on the part of the Company or a Selling
Shareholder), you, as Representatives of the Underwriters, shall use your
reasonable efforts to procure within 36 hours thereafter one or more of the
other Underwriters, or any others, to purchase from the Company and the Selling
Shareholders such amounts as may be agreed upon and upon the terms set forth
herein, the Firm Shares or Option Shares, as the case may be, which the
defaulting Underwriter or Underwriters failed to purchase. If during such 36
hours you, as such Representatives, shall not have procured such other
Underwriters, or any others, to purchase the Firm Shares or Option Shares, as
the case may be, agreed under this Agreement to be purchased by the defaulting
Underwriter or Underwriters, then (a) if the aggregate number of Shares with
respect to which such default shall occur does not exceed 10% of the Firm Shares
or Option Shares, as the case may be, covered hereby, the other Underwriters
shall be obligated, severally, in proportion to the respective numbers of Firm
Shares or Option Shares, as the case may be, which they are obligated to
purchase hereunder, to purchase the Firm Shares or Option Shares, as the case
may be, which such defaulting Underwriter or Underwriters failed to purchase, or
(b) if the aggregate number of shares of Firm Shares or Option Shares, as the
case may be, with respect to which such default shall occur exceeds 10% of the
Firm Shares or Option Shares, as the case may be, covered hereby, the Company
and the Selling Shareholders or you as the Representatives of the Underwriters
will have the right, by written notice given within the next 36-hour period to
the parties to this Agreement, to terminate this Agreement without liability on
the part of the non-defaulting Underwriters or of the Company or of the Selling
Shareholders except to the extent provided in Section 8 hereof. In the event of
a default by any Underwriter or Underwriters, as set forth in this Section 9,
the Closing Date or Option Closing Date, as the case may be, may be postponed
for such period, not exceeding seven days, as you, as Representatives, may
determine in order that the required changes in the Registration Statement or in
the Prospectus or in any other documents or arrangements may be effected. The
term "Underwriter" includes any person substituted for a defaulting Underwriter.
Any action taken under this Section 9 shall not relieve any defaulting
Underwriter from liability in respect of any default of such Underwriter under
this Agreement.

10. NOTICES.

All communications hereunder shall be in writing and, except as
otherwise provided herein, will be mailed, delivered, telecopied or telegraphed
and confirmed as follows: if to the Underwriters, to BT Alex. Brown
Incorporated, 1 South Street, Baltimore, Maryland 21202, Attention: David B.
Hartzell, Managing Director; with a copy to BT Alex. Brown & Sons Incorporated,
1 South Street, Baltimore, Maryland 21202. Attention: General Counsel; if to the
Company or the Selling Shareholders, to Mobile Mini, Inc., 1834 W. Third Street,
Temple,

-27-
<PAGE> 28
Arizona 85281-2487, Attention: Larry Trachtenberg, Executive Vice President and
Chief Financial Officer, with a copy to Bryan Cave LLP, Two North Central
Avenue, Suite 2200, Phoenix, Arizona 85004-4066, Attention: Joseph P.
Richardson, Esquire.

11. TERMINATION.

This Agreement may be terminated by you by notice to the Sellers at any
time prior to the Closing Date if any of the following has occurred: (i) since
the respective dates as of which information is given in the Registration
Statement and the Prospectus, any material adverse change or any development
involving a prospective material adverse change in or affecting the condition,
financial or otherwise, of the Company and the Subsidiaries taken as a whole or
the earnings, business, management, properties, assets, rights, operations,
condition (financial or otherwise) or prospects of the Company and the
Subsidiaries taken as a whole, whether or not arising in the ordinary course of
business; (ii) any outbreak or escalation of hostilities or declaration of war
or national emergency or other national or international calamity or crisis or
change in the financial markets, economic or political conditions of the United
States if the effect of such event or condition would, in your judgment, make it
impracticable to market the Shares or to enforce contracts for the sale of the
Shares; (iii) trading generally shall have been suspended or materially limited
on or by, as the case may be, any of the New York Stock Exchange, the American
Stock Exchange, The Nasdaq Stock Market, the Chicago Board of Options Exchange,
the Chicago Mercantile Exchange or the Chicago Board of Trade; (iv) the
enactment, publication, decree or other promulgation of any statute, regulation,
rule or order of any court or other governmental authority which in your
judgment materially and adversely affects or may materially and adversely affect
the condition, financial or otherwise, of the Company and the Subsidiaries taken
as a whole or the earnings, business, management, properties, assets, rights,
operations, condition (financial or otherwise) or prospects of the Company and
the Subsidiaries taken as a whole; (v) declaration of a banking moratorium by
United States or New York State authorities, (vi) any downgrading in the rating
of the Company's debt securities by any "nationally recognized statistical
rating organization" (as defined for purposes of Rule 436(g) under the Exchange
Act); (vii) the suspension of trading of the Company's Common Stock on the
Nasdaq National Market; or (viii) the taking of any action by any governmental
body or agency in respect of its monetary or fiscal affairs which in your
reasonable opinion has a material adverse effect on the securities markets in
the United States; or

12. SUCCESSORS.

This Agreement has been and is made solely for the benefit of the
Underwriters, the Company and the Selling Shareholders and their respective
successors, executors, administrators, heirs and assigns, and the officers,
directors and controlling persons referred to herein, and no

-28-
<PAGE> 29
other person will have any right or obligation hereunder. No purchaser of any of
the Shares from any Underwriter shall be deemed a successor or assign merely
because of such purchase.

13. INFORMATION PROVIDED BY UNDERWRITERS.

The Company, the Selling Shareholders and the Underwriters acknowledge
and agree that the only information furnished or to be furnished by any
Underwriter to the Company for inclusion in any Prospectus or the Registration
Statement, or any amendments or supplements thereto, consists of the information
set forth in the last paragraph on the front cover page (insofar as such
information relates to the Underwriters), legends required by Item 502(d) of
Regulation S-K under the Act and the information in all but the last paragraph
under the caption "Plan of Distribution" in the Prospectus.

14. MISCELLANEOUS.

The reimbursement, indemnification and contribution agreements
contained in this Agreement and the representations, warranties and covenants in
this Agreement shall remain in full force and effect regardless of (a) any
termination of this Agreement, (b) any investigation made by or on behalf of any
Underwriter or controlling person thereof, or by or on behalf of the Company or
its directors or officers, and (c) delivery of and payment for the Shares under
this Agreement.

This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Maryland.

If the foregoing letter is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicates hereof,
whereupon it will become a binding agreement among the Selling Shareholders, the
Company and the Underwriters in accordance with its terms.

Any person executing and delivering this Agreement as Attorney-in-Fact
for a Selling Shareholder represents by so doing that he has been duly appointed
as Attorney-in-Fact by such Selling Shareholder pursuant to a validly existing
and binding Power of Attorney which authorizes such Attorney-in-Fact to take
such action.

-29-
<PAGE> 30
Very truly yours,

MOBILE MINI, INC.

By: ________________________________
Steven G. Bunger
President and Chief Executive Officer

SELLING SHAREHOLDERS LISTED ON SCHEDULE II

By: ________________________________
[_____________________________]
Attorney-in-Fact]

-30-
<PAGE> 31
The foregoing Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written.

BT ALEX. BROWN INCORPORATED
A.G. EDWARDS & SONS
MORGAN KEEGAN & COMPANY, INC.

As Representatives of the several
Underwriters listed on Schedule I

By: BT Alex. Brown Incorporated

By: ________________________________
Authorized Officer

-31-
<PAGE> 32
SCHEDULE I

SCHEDULE OF UNDERWRITERS

<TABLE>
<CAPTION>
Number of Firm Shares
Underwriter to be Purchased
- ----------- ---------------
<S> <C>
BT Alex. Brown Incorporated
A.G. Edwards & Sons
Morgan Keegan & Company, Incorporated

--------

Total 3,100,000
=========
</TABLE>

-32-
<PAGE> 33
SCHEDULE II

SCHEDULE OF SELLING SHAREHOLDERS

<TABLE>
<CAPTION>
Number of Firm Shares
Selling Shareholder to be Sold
- ------------------- ----------
<S> <C>
Richard E. Bunger

[OTHERS]

------

Total 600,000
=======
</TABLE>

-33-
<PAGE> 34
SCHEDULE III

SCHEDULE OF ENCUMBRANCES

-34-

<PAGE> 1

OPINION OF BRYAN CAVE LLP

EXHIBIT 5.1

BRYAN CAVE LLP
TWO NORTH CENTRAL AVENUE
SUITE 2200
PHOENIX, ARIZONA 85004

April 12, 1999

Mobile Mini, Inc.
1834 West Third Street
Tempe, Arizona 85281

Dear Sirs:

We are acting as counsel to Mobile Mini, Inc. (the "Company") in connection
with the Registration Statement on Form S-2 (the "Registration Statement"),
under the Securities Act of 1933, as amended (the "Act"), covering 2,500,000
shares (the "Company Shares") of the Company's common stock, par value $.01 per
share (the "Common Stock") to be sold by the Company and 600,000 shares of
Common Stock (the "Selling Stockholder Shares") to be sold by the Selling
Stockholders identified in the Registration Statement.

We have examined the originals, or certified, conformed or reproduction
copies, of all such records, agreements, instruments and documents as we have
deemed relevant or necessary as the basis for the opinion hereinafter expressed.
In all such examinations, we have assumed the genuineness of all signatures on
original or certified copies and the conformity to original or certified copies
of all copies submitted to us as conformed or reproduction copies. As to various
questions of fact relevant to such opinion, we have relied upon, and assumed the
accuracy of, certificates and oral or written statements and other information
of or from public officials, officers or representatives of the Company, and
others.

Based upon the foregoing, we are of the opinion that (i) the Selling
Stockholder Shares which are outstanding on the date hereof are validly issued,
fully paid and non-assessable shares of Common Stock and the Selling Stockholder
Shares which will be issued pursuant to the terms of outstanding warrants will
be, when so issued, be validly issued, fully paid and non-assessable shares of
Common Stock, and (ii) when the Registration Statement has become effective
under the Act and the Company Shares have been issued, sold and paid for in the
manner described in the Registration Statement, the Company Shares will be
validly issued, fully paid and non-assessable shares of Common Stock.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Validity of the Shares" in the Prospectus forming a part of the Registration
Statement. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ BRYAN CAVE LLP

<PAGE> 1

EXHIBIT 23

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
report included in this registration statement and to the incorporation by
reference in this registration statement of our report dated February 12, 1999
included in Mobile Mini, Inc.'s Form 10-K for the year ended December 31, 1998
and to all references to our firm included in this registration statement.

/s/ ARTHUR ANDERSEN LLP

Phoenix, Arizona,
April 12, 1999.