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                                                                    EXHIBIT 10.1
                             LIBERTY SELF-STOR, INC.
                        1999 STOCK OPTION AND AWARD PLAN



         1. PURPOSE. The purpose of this Plan is to advance the interests of
LIBERTY SELF-STOR, INC., a Maryland corporation (the "Company"), by providing
additional incentive to attract and retain qualified and competent persons who
are key to the Company, including key employees, Officers and Directors, and
upon whose efforts and judgment the success of the Company is largely dependent,
by encouraging such persons to own stock in the Company.

         2. DEFINITIONS. As used herein, the following terms shall have the
meaning indicated:


           (a) "Board" shall mean the Board of Directors of the Company.

           (b) "Change of Control" shall mean the occurrence of any of the
following:

                  (i) any transaction (which shall include a series of
transactions occurring within sixty days or occurring pursuant to a plan) that
has the result that shareholders of the Company immediately before such
transaction cease to own at least 51% of the voting stock of the Company or of
any entity that results from the participation of the Company in a
reorganization, consolidation, merger, liquidation or any other form of
corporate transaction;

                  (ii) the stockholders of the Company approving a plan of
merger, consolidation, reorganization, liquidation or dissolution in which the
Company does not survive (unless the approved merger, consolidation,
reorganization, liquidation or dissolution is subsequently abandoned); or

                  (iii) the stockholders of the Company approving a plan for the
sale, lease, exchange, transfer, assignment or other disposition of all or
substantially all the property and assets of the Company (unless such plan is
subsequently abandoned).

           (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

           (d) "Committee" shall mean the compensation committee appointed by
the Board pursuant to Section 15 hereof or, if not appointed, the full Board.

           (e) "Common Stock" shall mean the Company's Common Stock, par value
$0.001 per share.



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           (f) "Controlled Entity" shall mean any trust, partnership, limited
liability company or other entity in which such person that receives Options or
Restricted Shares under this Plan acts as trustee, managing partner, managing
member or otherwise controls; provided that, to the extent any such Option or
Restricted Shares received under this Plan is awarded to a spouse pursuant to
any divorce proceeding, such interest shall be deemed to be terminated and
forfeited notwithstanding any vesting provisions or other terms herein or in the
agreement evidencing such Option.

           (g) "Director" shall mean a member of the Board.

           (h) "Effective Date" shall mean December 28, 1999.

           (i) "Fair Market Value" of a Share on any date of reference shall be
the "Closing Price" (as defined below) of the Common Stock on the business day
immediately preceding such date, unless the Committee in its sole discretion
shall determine otherwise in a fair and consistent manner. For the purpose of
determining Fair Market Value, the "Closing Price" of the Common Stock on any
business day shall be the average of the average bid and ask prices of the
Common Stock on the National Association of Securities Dealers Automated
Quotation System -- SmallCap Market for the five business days preceding such
day.

           (j) "Incentive Stock Option" shall mean an incentive stock option as
defined in sec.422 of the Code.

           (k) "Non-Employee Director" shall mean a Director who: (i) is not an
Officer or employee of the Company or any Subsidiary; (ii) does not (A) receive
compensation, directly or indirectly, from the Company or any Subsidiary for
services rendered as a consultant or in any other capacity other than as a
Director, except for an amount that does not exceed the dollar amount for which
disclosure would be required under Item 404(a) of Regulation S-K, 17 C.F.R.
sec.229.404(a), or (B) possess an interest in any transaction for which
disclosure would be required under Item 404(a) of Regulation S-K, 17 C.F.R.
sec.229.404(a); and (iii) is not engaged in a business relationship for which
disclosure would be required under Item 404(b) of Regulation S-K, 17 C.F.R.
sec.229.404(b).

           (l) "Non-Statutory Stock Option" shall mean an Option which is not an
Incentive Stock Option.

           (m) "Officer" shall mean the Company's Chairman, Chief Financial
Officer, principal accounting officer (or, if there is no such accounting
officer, the controller), any vice president of the Company in charge of a
principal business unit, division or function (such as sales, administration or
finance), any other officer who performs a policy-making function, or any other
person who performs similar policy-making functions for the Company. Officers of
Subsidiaries shall be deemed Officers of the Company if they perform such
policy-making functions for the Company. As used in this paragraph, the phrase
"policy-making function"


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does not include policy-making functions that are not significant.

           (n) "Option" (when capitalized) shall mean any option granted under
this Plan.

           (o) "Optionee" shall mean a person to whom an Option is granted under
this Plan or any person who succeeds to the rights of such person under this
Plan by reason of a transfer made pursuant to Section 13 hereof.

           (p) "Participant" shall mean either a person to whom Restricted
Shares are granted under this Plan, an Optionee or any person who succeeds to
the rights of either such person under this Plan by reason of the death of such
person.

           (q) "Plan" shall mean this 1999 Stock Option and Award Plan of the
Company.

           (r) "Restricted Shares" shall mean Shares granted or sold pursuant to
Section 10 of this Plan as to which neither the substantial risk of forfeiture
nor the prohibition on transfers referred to in such Section 10 has expired.

           (s) "Restricted Share Agreement" shall mean the agreement entered
into between the Company and the Participant who is to receive Restricted Shares
at the time of any Restricted Share grant.

           (t) "Securities Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended.

           (u) "Share(s)" shall mean a share or shares of the Common Stock.

           (v) "Subsidiary" shall mean a "subsidiary corporation" as defined in
sec.424(f) of the Code.

         3. AVAILABLE SHARES. The Company may grant to Participants from time to
time an aggregate of up to 300,000 Restricted Shares or Options from Shares held
in the Company's treasury or from authorized and unissued Shares. If any Option
granted under this Plan shall terminate, expire, or be canceled or surrendered
as to any Shares, or if any Restricted Shares are forfeited by the holder
thereof, new Options or Restricted Shares may thereafter be granted covering
such Shares.

         4. OPTION GRANTS. An Option granted hereunder shall be either an
Incentive Stock Option or a Non-Statutory Stock Option as determined by the
Committee at the time of grant of such Option and shall clearly state whether it
is an Incentive Stock Option or a Non-Statutory


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Stock Option. All Incentive Stock Options shall be granted within ten years from
the date this Plan is adopted by the Board or the date this Plan is approved by
the stockholders of the Company, whichever is later.

         5. DOLLAR LIMITATION. Options otherwise qualifying as Incentive Stock
Options hereunder will not be treated as Incentive Stock Options to the extent
that the aggregate Fair Market Value (determined at the time the Option is
granted) of the Shares, with respect to which Options meeting the requirements
of Code sec.422(b) are exercisable for the first time by any individual during
any calendar year (under all plans of the Company and any Subsidiary), exceeds
$100,000.

         6. CONDITIONS FOR GRANT OF OPTIONS.

              (a) Each Option shall be evidenced by a written agreement that may
contain any term deemed necessary or desirable by the Committee, provided such
terms are not inconsistent with this Plan or any applicable law. Optionees shall
be those persons selected by the Committee from the class of all Directors,
Officers and regular employees of the Company or its Subsidiaries. Any person
who files with the Committee, in a form satisfactory to the Committee, a written
waiver of eligibility to receive any Option under this Plan shall not be
eligible to receive any Option under this Plan for the duration of such waiver.

              (b) In granting Options to Directors, Officers and employees of
the Company or its Subsidiaries, the Committee shall take into consideration the
contribution the person has made to the success of the Company or its
Subsidiaries and such other factors as the Committee shall determine. The
Committee shall also have the authority to consult with and receive
recommendations from officers and other personnel of the Company and its
Subsidiaries with regard to these matters. The Committee may from time to time
in granting Options to Directors, Officers and employees of the Company or its
Subsidiaries under this Plan prescribe such other terms and conditions
concerning such Options as it deems appropriate, including, without limitation,
(i) prescribing the date or dates on which the Option becomes exercisable, (ii)
providing that the Option rights accrue or become exercisable in installments
over a period of years, or upon the attainment of stated goals or both, or (iii)
relating an Option to the continued employment of the Optionee for a specified
period of time, provided that such terms and conditions are not more favorable
to an Optionee than those expressly permitted herein.

              (c) The Options granted to employees under this Plan shall be in
addition to regular salaries, pension, life insurance or other benefits related
to their employment with the Company or its Subsidiaries. Neither this Plan nor
any Option granted under this Plan shall confer upon any person any right to
employment or continuance of employment by the Company or its Subsidiaries.

         7. OPTION PRICE. The Committee shall establish, at the time any Option
is granted, the price per Share for which the Shares covered by the option may
be purchased; provided,


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however, that if the option is an Incentive Option, such price shall not be less
than 100% of the Fair Market Value of the Shares on the date on which the option
is granted; provided, further, that with respect to an Incentive Option granted
to a Participant who at the time of the grant owns (after applying the
attribution rules of Section 424(d) of the Code) more than 10% of the total
combined voting stock of the Corporation or of any parent corporation (as
defined in Section 424(e) of the Code) or Subsidiary, the option price shall not
be less than 110% of the fair market value of the Shares subject to the
Incentive Option on the date such Option is granted.

         8. EXERCISE OF OPTIONS. An Option shall be deemed exercised when (i)
the Company has received written notice of such exercise in accordance with the
terms of the Option, (ii) full payment of the aggregate option price of the
Shares as to which the Option is exercised has been made, and (iii) arrangements
that are satisfactory to the Committee in its sole discretion have been made for
the Optionee's payment to the Company of an amount that is sufficient to satisfy
all applicable federal or state tax withholding requirements relating to
exercise of the Option, if any. Unless further limited by the Committee in any
Option, the option price of any Shares purchased shall be paid in cash, by
certified or official bank check, by money order, with Shares or by a
combination of the above; provided further, however, that the Committee in its
sole discretion may accept a personal check in full or partial payment of any
Shares. If the exercise price is paid in whole or in part with Shares, the value
of the Shares surrendered shall be their Fair Market Value on the date the
Option is exercised. The Company in its sole discretion may, on an individual
basis or pursuant to a general program established in connection with this Plan,
lend money to an Optionee, guarantee a loan to an Optionee, or otherwise assist
an Optionee to obtain the cash necessary to exercise all or a portion of an
Option granted hereunder or to pay any tax liability of the Optionee
attributable to such exercise. If the exercise price is paid in whole or in part
with an Optionee's promissory note, such note shall (i) provide for full
recourse to the maker, (ii) be collateralized by the pledge of the Shares that
the Optionee purchases upon exercise of such Option, (iii) bear interest at the
base lending rate of the Company's principal lender, and (iv) contain such other
terms as the Committee in its sole discretion shall reasonably require. No
Optionee shall be deemed to be a holder of any Shares subject to an Option
unless and until a stock certificate or certificates for such Shares are issued
to such person(s) under the terms of this Plan. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date such stock certificate is issued, except as expressly provided in
Section 12 hereof.

         9. EXERCISABILITY OF OPTIONS. Any Option shall become exercisable in
such amounts, at such intervals and upon such terms as the Committee shall
provide in such Option, except as otherwise provided in this Section 9.

              (a) The expiration date of an Option shall be determined by the
Committee at the time of grant, but in no event shall (i) an Option be
exercisable after the expiration of ten years from the date of grant of the
Option or (ii) an Incentive Option granted to a Participant,





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who at the time of the grant owns (after applying the attribution rules of
Section 424(d) of the Code) more than 10% of the total combined voting stock of
the Corporation or of any parent corporation (as defined in Section 424(e) of
the Code) or Subsidiary, be exercisable after the expiration of five years from
the date of grant of the Incentive Stock Option.

              (b) Unless otherwise provided in any Option, each outstanding
Option shall become immediately fully exercisable upon any Change in Control.

              (c) The Committee may in its sole discretion accelerate the date
on which any Option may be exercised and may accelerate the vesting of any
Shares subject to any Option or previously acquired by the exercise of any
Option.

         10.  TERMINATION OF OPTION PERIOD.

              (a) The unexercised portion of any Option shall automatically and
without notice terminate and become null and void at the time of the earliest to
occur of the following:

                   (i) three months after the date on which the Optionee's
employment is terminated for any reason other than by reason of (A) Cause,
which, solely for purposes of this Plan, shall mean the termination of the
Optionee's employment by reason of the Optionee's willful misconduct or gross
negligence, (B) a mental or physical disability (within the meaning of sec.22(e)
of the Code) as determined by a medical doctor satisfactory to the Committee, or
(C) death;

                   (ii) immediately upon the termination of the Optionee's
employment for Cause;

                   (iii) one year after the date on which the Optionee's
employment is terminated by reason of a mental or physical disability (within
the meaning of sec.22(e) of the Code) as determined by a medical doctor
satisfactory to the Committee; or

                   (iv) (A) one year after the date of termination of the
Optionee's employment by reason of death of the Optionee, or (B) three months
after the date on which the Optionee dies if the Optionee dies during the one
year period specified in Section 9(a)(iii) hereof.

              (b) The Committee in its sole discretion may, by giving written
notice (a "cancellation notice"), cancel, effective upon the date of the
consummation of any corporate transaction described in Sections 2(b)(ii) or
(iii) hereof, any Option that remains unexercised on such date. Such
cancellation notice shall be given a reasonable period of time prior to the
proposed date of such cancellation and may be given either before or after
approval of such corporate transaction.



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          11. RESTRICTED SHARES. The Committee may also authorize the grant or
sale to Directors, Officers and employees of the Company or its subsidiaries of
Restricted Shares. Each such grant or sale may utilize any or all of the
authorizations, and shall be subject to all of the requirements, contained in
the following provisions:

               (a) Each such grant or sale shall constitute an immediate
transfer of the ownership of Shares to the Participant in consideration of the
performance of services, entitling such Participant to voting, dividend and
other ownership rights, but subject to the substantial risk of forfeiture and
restrictions on transfer referred to in the Restricted Share Agreement.

               (b) In granting Restricted Share awards to Directors, Officers
and employees of the Company or its Subsidiaries, the Committee shall take into
consideration the contribution the person has made to the success of the Company
or its Subsidiaries and such other factors as the Committee shall determine. The
Committee shall also have the authority to consult with and receive
recommendations from officers and other personnel of the Company and its
Subsidiaries with regard to these matters. The Committee may from time to time
in granting Restricted Share awards to Directors, Officers and employees of the
Company or its Subsidiaries under this Plan prescribe such other terms and
conditions concerning such grants as it deems appropriate.

               (c) Each Restricted Share grant or sale may be made without
additional consideration or in consideration of a payment by the Participant
that is less than Fair Market Value per Share at the date of grant.

               (d) Each such grant or sale shall be subject to a Restricted
Share Agreement, which shall provide that the Restricted Shares covered by such
grant or sale shall be subject to a "substantial risk of forfeiture" within the
meaning of Section 83 of the Code for a period of not less than one (1) year to
be determined by the Committee at the date of grant, and any grant or sale may
provide for the earlier termination of such period in the event of a Change in
Control, retirement, or death or disability of the Participant or other similar
transaction or event as approved by the Committee.

               (e) Each Restricted Share Agreement shall provide that during the
period for which such substantial risk of forfeiture is to continue, and any
other period prescribed by law, the transferability of the Restricted Shares
shall be prohibited or restricted in the manner and to the extent prescribed by
the Committee or law, as the case may be, at the date of grant (which
restrictions may include, without limitation, prohibitions on transfer, rights
of repurchase or first refusal in the Company or provisions subjecting the
Restricted Shares to a continuing substantial risk of forfeiture in the hands of
any transferee).

               (f) Any grant or sale of Restricted Shares may require that any
or all dividends or other distributions paid thereon during the period of such
restrictions be automatically deferred and reinvested in additional Restricted
Shares, which may be subject to




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the same restrictions as the underlying award.

         12.  ADJUSTMENT OF SHARES.

              (a) If at any time while this Plan is in effect or unexercised
Options are outstanding, there shall be any increase or decrease in the number
of issued and outstanding Shares through the declaration of a stock dividend or
through any recapitalization resulting in a stock split-up, combination or
exchange of Shares, then and in such event:

                   (i) appropriate adjustment shall be made in the maximum
number of Shares available for grant to Participants under this Plan, so that
the same percentage of the Company's issued and outstanding Shares shall
continue to be subject to being so granted; and

                   (ii) appropriate adjustment shall be made in the number of
Shares and the exercise price per Share thereof then subject to any outstanding
Option, so that the same percentage of the Company's issued and outstanding
Shares shall remain subject to purchase at the same aggregate exercise price.

              (b) Subject to the specific terms of any Option, the Committee may
change the terms of Options outstanding under this Plan, with respect to the
option price or the number of Shares subject to the Options, or both, when, in
the Committee's sole discretion, such adjustments become appropriate by reason
of any corporate transaction described in Sections 2(b)(ii) or (iii) hereof.

              (c) Except as otherwise expressly provided herein, the issuance by
the Company of shares of its capital stock of any class, or securities
convertible into shares of capital stock of any class, either in connection with
direct sale or upon the exercise of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of the Company convertible into such
shares or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to the number of or exercise price of Shares
then subject to outstanding Options granted under this Plan.

              (d) Without limiting the generality of the foregoing, the
existence of outstanding Options granted under this Plan shall not affect in any
manner the right or power of the Company to make, authorize or consummate (i)
any or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issue by the Company of debt securities,
or preferred or preference stock that would rank above the Shares subject to
outstanding Options; (iv) the dissolution or liquidation of the Company; (v) any
sale, lease, exchange, transfer, assignment or other disposition of all or any
part of the assets or business of the Company; or (vi) any other corporate act
or proceeding, whether of a similar character or otherwise.

         13.  TRANSFERABILITY OF OPTIONS AND RESTRICTED SHARES.

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              (a) No Incentive Stock Option shall be transferable by the
Optionee other than by will, the laws of descent and distribution, and each
Incentive Stock Option shall be exercisable during the Optionee's lifetime only
by the Optionee.

              (b) A person that receives Non-Statutory Stock Options under this
Plan or such person's beneficiary shall have the power or right to sell,
exchange, pledge, transfer, assign or otherwise encumber or dispose of such
person's or beneficiary's Non-Statutory Stock Options received under this Plan
only as follows: (i) to the spouse or any children or grandchildren of such
person that receives Non-Statutory Stock Options under this Plan; (ii) as a
charitable contribution or gift to or for the use of any person or entity
described in sec.170(c) of the Code; (iii) to any Controlled Entity; or (iv) by
will or the laws of intestate succession.

              (c) Restricted Shares may be transferred only as set forth in the
applicable Restricted Share Agreement.

         14.  ISSUANCE OF SHARES. As a condition of any sale or issuance of
Shares upon exercise of any Option or Restricted Share award grant, the
Committee may require such agreements or undertakings (in an Option Agreement or
Restricted Share Agreement), if any, as the Committee may deem necessary or
advisable to assure compliance with any such federal or state securities or
other law or regulation including, but not limited to, the following:

                   (i) a representation and warranty by the Participant to the
Company, at the time any Option is exercised or Restricted Share granted, that
he is acquiring the Shares to be issued to him for investment and not with a
view to, or for sale in connection with, the distribution of any such Shares;
and

                   (ii) a representation, warranty and/or agreement by the
Participant to the Company to be bound by any legends that are, in the opinion
of the Committee or counsel to the Company, necessary or appropriate to comply
with the provisions of any securities law deemed by the Committee or counsel to
the Company to be applicable to the issuance of the Shares and are endorsed upon
the Share certificates.

         15.  ADMINISTRATION OF THE PLAN.

              (a) This Plan shall be administered by the Committee, which shall
consist of not less than two Directors. The Committee shall have all of the
powers of the Board with respect to this Plan; provided that if any member of
the Committee is not a Non-Employee Director, then the Board shall approve any
Option or Restricted Share that the Committee proposes to grant hereunder. The
Board may change the membership of the Committee at any time and fill any
vacancy occurring in the membership of the Committee by appointment.

              (b) The Committee, from time to time, may adopt rules and
regulations for carrying out the purposes of this Plan. The Committee's
determinations and its interpretation


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and construction of any provision of this Plan shall be final and conclusive.

              (c) Any and all decisions or determinations of the Committee shall
be made either (i) by a majority vote of the members of the Committee at a
meeting or (ii) without a meeting by the unanimous written consent of the
members of the Committee.

         16.  INTERPRETATION.

              (a) The Plan shall be administered and interpreted so that all
Incentive Stock Options granted under this Plan will qualify as Incentive Stock
Options under sec.422 of the Code. If any provision of this Plan should be held
invalid for the granting of Incentive Stock Options or illegal for any reason,
such determination shall not affect the remaining provisions hereof, but instead
this Plan shall be construed and enforced as if such provision had never been
included in this Plan.

              (b) This Plan shall be governed by the laws of the State of Ohio.

              (c) Headings contained in this Plan are for convenience only and
shall in no manner be construed as part of this Plan.

              (d) Any reference to the masculine, feminine, or neuter gender
shall be a reference to such other gender as is appropriate.

         17.  AMENDMENT AND DISCONTINUATION OF THE PLAN.

              (a) Either the Board or the Committee may from time to time amend
this Plan or any Option; provided, however, that, except to the extent provided
in Section 12, no such amendment may, without approval by the stockholders of
the Company, (i) materially increase the benefits accruing to participants under
this Plan, (ii) materially increase the number of securities which may be issued
under this Plan, or (iii) materially modify the requirements as to eligibility
for participation in this Plan; and provided further, that except to the extent
provided in Section 10, no amendment or suspension of this Plan or any Option
issued hereunder shall substantially impair any Option previously granted to any
Optionee without the consent of such Optionee.

              (b) Notwithstanding anything herein to the contrary, the
provisions of this Plan which govern the exercise price per Share under each
such Option, when and under what circumstances such Option will be granted and
the period within which each such Option may be exercised, shall not be amended
more than once every six months (even with stockholder approval) other than to
conform to changes to (i) the Code or the rules promulgated thereunder, (ii) the
Employee Retirement Income Security Act of 1974, as amended, or the rules
promulgated thereunder, or (iii) rules promulgated by the Securities and
Exchange Commission.



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         18. EFFECTIVE DATE AND TERMINATION DATE. The Plan shall be effective
upon the Effective Date and shall terminate on the tenth anniversary of the
Effective Date.






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