Exhibit 10.44


                          LIMITED PARTNERSHIP AGREEMENT
                                       OF
                         PSAF ACQUISITION PARTNERS, L.P.


                                     BETWEEN


                             PS TEXAS HOLDINGS, LTD.


                                       AND


                                [LIMITED PARTNER]



                          DATED AS OF DECEMBER 18, 2003



               Exhibits to this Agreement will be furnished to the
                Securities and Exchange Commission upon request.


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                                TABLE OF CONTENTS

                                                                            Page



1.  Formation; Purposes; Term.................................................1

    1.1    Formation..........................................................1

    1.2    Name...............................................................1

    1.3    Purposes and Powers................................................1

    1.4    Principal Executive Office.........................................2

    1.5    Term...............................................................2

    1.6    Filings; Agent for Service of Process..............................2

    1.7    Other Activities...................................................2

    1.8    Definitions........................................................3

2.  Partners; Capital Contributions...........................................13

    2.1    Partners...........................................................13

    2.2    Capital Contributions..............................................13

    2.3    Extent of Liability................................................15

    2.4    Other Matters......................................................16

3.  Allocations...............................................................16

    3.1    Profits............................................................16

    3.2    Losses.............................................................17

    3.3    Certain Special Allocations........................................17

    3.4    Gain from Sale.....................................................17

    3.5    Regulatory Special Allocations.....................................18

    3.6    Other Allocations Rules............................................20

    3.7    Tax Allocations: Code Section 704(c)...............................21

4.  Distributions.............................................................21

    4.1    Operating Cash.....................................................21

    4.2    Capital Proceeds...................................................22

    4.3    Amounts Withheld...................................................23

5.  Management................................................................23

    5.1    Managing Partner; Standard of Care.................................23

    5.2    Authority of Managing Partner......................................24

    5.3    Limitations on Rights and Powers...................................24

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    5.4    Project Acquisition................................................25

    5.5    Compensation and Reimbursement.....................................28

    5.6    Hazardous Materials................................................29

6.  Action by Partners; Investment Committee..................................30

    6.1    Action by Partners.................................................30

    6.2    Investment Committee...............................................30

7.  Books and Records; Fiscal Matters.........................................32

    7.1    Books and Records..................................................32

    7.2    Reports............................................................32

    7.3    Tax Information....................................................33

    7.4    Fiscal Year........................................................33

    7.5    Tax Matters Partner................................................33

    7.6    Tax Elections Made by Managing Partner.............................33

    7.7    Taxation as a Partnership..........................................33

    7.8    Avoidance of Unrelated Business Taxable Income.....................33

8.  Transfer of Interests.....................................................34

    8.1    Transfer of Interest of General Partner............................34

    8.2    Transfer of Interest of Limited Partner............................34

    8.3    Prohibited Transfers...............................................35

    8.4    Representations; Legend............................................35

    8.5    Distributions and Allocations in Respect to Transferred Interests..36

    8.6    Right to Transfer to Affiliates....................................36

9.  Options to Purchase.......................................................37

    9.1    General Partner's Option to Purchase...............................37

    9.2    Consideration......................................................37

    9.3    Determination of Net Equity........................................37

    9.4    Determination of Fair Market Value.................................37

    9.5    Closing............................................................39

    9.6    Limited Partner's Option to Purchase...............................39

10. Dissolution and Winding up................................................39

    10.1   Liquidating Events.................................................39

    10.2   Winding Up.........................................................40

    10.3   Shortfall..........................................................41

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    10.4   Compliance with Timing Requirements of Regulations.................41

    10.5   Rights of Partners.................................................41

11. Indemnification...........................................................41

    11.1   Indemnification....................................................41

    11.2   Expenses...........................................................42

    11.3   Indemnification Rights Nonexclusive................................42

    11.4   Errors and Omissions Insurance.....................................42

    11.5   Assets of the Partnership..........................................42

12. Defaulting Event Remedies.................................................42

    12.1   Election to Purchase Defaulting Partner's Interest.................42

    12.2   Purchase Price of Defaulting Partner's Interest....................43

    12.3   Remedies Nonexclusive..............................................43

13. Representations and Warranties............................................44

    13.1   Representations and Warranties of the General Partner..............44

    13.2   Representations and Warranties of the Limited Partner..............45

    13.3   Agreements of the General Partner..................................45

14. Miscellaneous.............................................................46

    14.1   Notices............................................................46

    14.2   Binding Effect.....................................................48

    14.3   Construction.......................................................48

    14.4   Time...............................................................48

    14.5   Headings...........................................................48

    14.6   Severability.......................................................48

    14.7   Incorporation by Reference.........................................48

    14.8   Further Action.....................................................48

    14.9   Variation of Pronouns..............................................48

    14.10  Governing Law......................................................49

    14.11  Waiver of Action for Partition.....................................49

    14.12  Counterparts.......................................................49

    14.13  Sole and Absolute Discretion.......................................49

    14.14  Entire Agreement...................................................49

    14.15  Attorneys' Fees....................................................49

    14.16  Third Parties......................................................49

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    14.17  Waiver.............................................................49

    14.18  Amendment and Modification.........................................49

    14.19  Dispute Resolution.................................................49

    14.20  Confidentiality....................................................50

    14.21  Guarantees.........................................................51

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                          LIMITED PARTNERSHIP AGREEMENT
                                       OF
                         PSAF ACQUISITION PARTNERS, L.P.


         This LIMITED PARTNERSHIP AGREEMENT OF PSAF ACQUISITION PARTNERS, L.P.
is entered into as of December 18, 2003, and shall be effective as of January 1,
2004 (the "Effective Date"), by and between PS TEXAS HOLDINGS, Ltd., a Texas
limited partnership, as the General Partner, and [LIMITED PARTNER], pursuant to
the provisions of the Act.

         WHEREAS, the General Partner and the Limited Partner propose to form a
limited partnership to pursue the acquisition and ownership of a number of
well-located self-storage facilities in the United States for income and capital
appreciation;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the Partners hereby covenant and agree among themselves as
follows:

      1. FORMATION; PURPOSES; TERM

         1.1 Formation.  The Partners  hereby form the  Partnership as a limited
partnership  pursuant  to the  provisions  of the Act and  upon  the  terms  and
conditions set forth in this Agreement.

         1.2 Name. The name of the Partnership shall be PSAF Acquisition
Partners,  L.P. and all business of the  Partnership  shall be conducted in such
name or in the name "Public Storage."

         1.3 Purposes and Powers.

            (a) The Partnership is formed for the object and purpose of, and the
nature of the  business to be  conducted  and  promoted by the  Partnership  is,
directly and indirectly,  acquiring,  owning, renovating,  leasing and otherwise
operating and dealing with, and selling or otherwise  disposing of, the Projects
as  self-storage  facilities,  and  conducting  any and all activities as may be
necessary or incidental to the foregoing.

            (b) The Partnership is empowered to do any and all things necessary,
appropriate  or  convenient  for  the  furtherance  and  accomplishment  of  its
purposes,  and  for  the  protection  and  benefit  of the  Partnership  and its
Property, including but not limited to the following:

            (i) Entering into and performing contracts of any kind;

            (ii)  Acquiring,   renovating,   operating,   maintaining,   owning,
         transferring,  renting,  leasing, selling or otherwise disposing of any
         property, real, personal or mixed;

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            (iii)  Applying for and obtaining  governmental  authorizations  and
         approvals; and

            (iv) Bringing and defending actions at law or in equity.

            (c) Except as otherwise provided in this Agreement,  the Partnership
shall not engage in any other  activity or business.  No Partner  shall have any
authority to hold itself out as a general agent of another  Partner in any other
business or activity.

         1.4 Principal  Executive Office. The principal  executive office of the
Partnership shall be at 701 Western Avenue, Glendale, California 91201-2349. The
principal  executive  office  may be  changed  from time to time by the  General
Partner.

         1.5 Term. The term of the existence of the  Partnership  shall commence
on the Effective Date and shall continue until the winding up and liquidation of
the Partnership and its business is completed  following a Liquidating Event, as
provided in Section 10.

         1.6 Filings; Agent for Service of Process.

            (a)  The  General  Partner  has  caused  a  Certificate  of  Limited
Partnership on Form LP-1 to be filed with the  California  Secretary of State in
accordance  with  the  Act.  The  Partnership  shall  take  any and all  actions
reasonably  necessary to perfect and maintain the status of the Partnership as a
limited partnership under the laws of the State of California and under the laws
of any  other  states  or  jurisdictions  in which the  Partnership  engages  in
business.

            (b) To the extent  required  pursuant  to the Act or the  applicable
laws of any other state or  jurisdiction,  the name and address of the agent for
service  of  process  shall be Harvey  Lenkin,  701  Western  Avenue,  Glendale,
California 91201-2349, or any successor as appointed by the General Partner.

            (c) Upon the dissolution of the Partnership,  the Partnership  shall
promptly execute and cause to be filed any necessary certificates of dissolution
and cancellation in accordance with the Act and the applicable laws of any other
state or jurisdiction in which the Partnership has engaged in business.

         1.7 Other Activities.

            (a) The Limited  Partner  acknowledges  that the PSA  Affiliates are
engaged  in  the  business,  directly  and  indirectly,  of  acquiring,  owning,
renovating, developing, leasing, managing and operating self-storage facilities.
The  Limited  Partner  understands  that  the PSA  Affiliates  may be  involved,
directly or indirectly, in various other projects and businesses not included in
the Partnership.  The Partners hereby agree that the creation of the Partnership
and involvement  herein by each of the Partners shall not prejudice their rights
(or the rights of their  Affiliates) to have such other interests and activities
and to enjoy profits or other  benefits  therefrom,  and each Partner waives any
rights it might  otherwise have to share or participate in such other  interests
or activities  of the other  Partners or their  Affiliates.  Except as otherwise
provided in this Agreement,  the Partners and their  Affiliates may engage in or
possess any interest in any

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other  business  venture of any  nature or  description,  independently  or with
others, including without limitation, the acquisition,  ownership,  development,
leasing,  managing  and  operation  of  self-storage  facilities  or other  real
property,  and neither the  Partnership  nor any Partner shall have any right by
virtue of this Agreement in and to such venture or the income or profits derived
therefrom.

            (b)  Notwithstanding the provisions of Section 1.7(a) above, so long
as the General  Partner is required to afford the Partnership the first right to
acquire and own a Qualifying  Project  pursuant to Section 6.2, no PSA Affiliate
(other than a Hughes  Affiliate)  shall  acquire a  Qualifying  Project  without
complying with the provisions of Section 6.2.

         1.8 Definitions.  Capitalized  words and phrases used in this Agreement
have the meanings set forth in this Section 1.8 or elsewhere in this Agreement:

            (a) "Act" means the California  Revised  Limited  Partnership Act as
set forth in Title 2 (commencing with Section 15611) of the Corporations Code of
the State of  California,  as  amended  from time to time (or any  corresponding
provisions  of succeeding  law),  provided  that the  substantive  rights of the
Partners  under  this  Agreement  shall not be  adversely  affected  by any such
amendment.

            (b) "Acquisition  Costs" means the third party costs incurred by the
Partnership or any PSA Affiliate to acquire a Qualifying  Project which has been
approved for acquisition by the Investment  Committee in accordance with Section
5.4 (regardless of whether such Qualifying  Project is actually  acquired by the
Partnership),   including  any  and  all  third  party  costs  of  closing  such
acquisition  (e.g.,  transfer tax, title  insurance,  escrow charges,  recording
fees,  legal fees,  commissions,  brokerage,  finders' or similar fees and other
charges of third party  vendors  incurred  in  connection  with the  evaluation,
negotiation  and closing of a Project) and any and all  rebranding  costs (e.g.,
changing signs,  painting);  provided,  however that such costs shall not exceed
the amounts set forth on the Acquisition  Pro-Forma Budget; and provided further
that, such costs shall not include costs  attributable to properties  considered
for  acquisition  by the  Partnership  but not approved for  acquisition  by the
Investment  Committee in accordance  with Section 5.4.  Acquisition  Costs shall
include  a  reserve  established  by the  General  Partner,  as set forth in the
Acquisition Pro-Forma Budget, to pay for the (1) deferred  maintenance,  if any,
of a Project and (2) costs,  if any, of initial  operations and lease up until a
Project has achieved three consecutive months of positive Net Operating Income.

            (c)  "Acquisition   Period"  means  the  period  commencing  on  the
Effective Date and  continuing  until the earlier to occur of (i) the date which
is nine  months  after  the  Effective  Date  or (ii)  the  date  on  which  the
Partnership has acquired or committed to acquire  Projects that require or would
require total Capital Contributions from Partners in excess of $125,000,000.

            (d) "Acquisition Pro-Forma Budget" means the pro-forma budget in the
form attached as Exhibit F, prepared by the General  Partner and approved by the
Investment  Committee as set forth in Section 5.4(a). The Acquisition  Pro-Forma
Budget  shall  identify  with  specificity  the nature,  amount and payee of all
payments proposed to be made to PSA Affiliates for Acquisition Costs.

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<PAGE>


            (e) "Adjusted  Capital Account  Deficit" means,  with respect to any
Partner,  the deficit balance,  if any, in such Partner's  Capital Account as of
the end of the  relevant  Fiscal  Year,  after  giving  effect to the  following
adjustments:

            (i) Credit to such Capital Account any amounts which such Partner is
         obligated to restore  pursuant to any provision of this Agreement or is
         deemed to be obligated to restore pursuant to the penultimate sentences
         of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

            (ii) Debit to such Capital  Account the items  described in Sections
         1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to
comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations
and shall be interpreted consistently therewith.

            (f)  "Adjusted  Capital  Contributions"  means,  as of any day  with
respect to a Partner, such Person's Capital Contributions, adjusted as follows:

            (i) Increased by the amount of any Partnership liabilities which, in
         connection with  distributions to such Person pursuant to Sections 4.1,
         4.2,  and  10.2(c),  are  assumed by such  Person or are secured by any
         Property distributed to such Person; and

            (ii)  Reduced by the amount of cash and the Gross Asset Value of any
         Property  distributed  to such  Person  pursuant  to  Sections  2.2(d),
         4.2(b),  4.2(d) and 10.2(c) and the amount of any  liabilities  of such
         Person assumed by the  Partnership or which are secured by any Property
         contributed by such Person to the Partnership.

In the event such Person Transfers all or any portion of its Interest in
accordance with the terms of this Agreement, its transferee shall succeed to its
Adjusted Capital Contribution to the extent it relates to the transferred
Interest.

            (g) "Affiliate"  means,  with respect to any Person,  (i) any Person
directly or indirectly  controlling,  controlled by or under common control with
such  Person,  (ii)  any  Person  owning  or  controlling  10%  or  more  of the
outstanding  voting  interests  of such Person,  (iii) any officer,  director or
general partner of such Person, or (iv) any Person who is an officer,  director,
general partner, trustee or holder of 10% or more of the voting interests of any
Person described in clauses (i) through (iii) of this sentence.

            (h)  "Agreement"  means this Limited  Partnership  Agreement of PSAF
Acquisition  Partners,  L.P.  and the exhibits  hereto,  as amended from time to
time. Words such as "herein,"  "hereinafter," "hereof," "hereto" and "hereunder"
refer to this Agreement as a whole, unless the context otherwise requires.

            (i) "Appraiser" means a disinterested  entity that is experienced in
valuing real estate portfolios and (a) is a M.A.I. appraiser that is a member of
the American Institute of Real Estate Appraisers, any organization successor

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thereto, or other nationally recognized  organization of real estate appraisers,
with at least  five  years'  experience  in the  case of the  First  and  Second
Appraisers  and ten  years'  experience  in the case of the Third  Appraiser  in
conducting  appraisals in the commercial real estate industry,  and is qualified
and experienced in appraising  self-storage  facilities similar to the Property,
or (b) that works in  conjunction  with  another  disinterested  entity with the
qualifications  described in (a) and both such entities sign the report.  "First
Appraiser," "Second Appraiser" and "Third Appraiser" shall have the meanings set
forth in Section 9.4.

            (j)  "Appraised  Value"  means the amount  that a third  party buyer
would  reasonably  be  expected to pay for all of the  Property,  on a portfolio
basis, in a cash purchase,  taking into account the current  condition,  use and
zoning  of the  Property,  net of a  provision  for all  normal  costs  of sale,
including a real estate commission at prevailing rates.

            (k) "Business Day" means Monday through Friday of each week,  except
that a legal holiday  recognized as such by the United States  Government  shall
not be regarded as a Business Day.

            (l)  "Business  Plans" means the "Initial  Business  Plan"  attached
hereto as Exhibit G and "Annual  Business  Plans" in the form attached hereto as
Exhibit H.

            (m)  "Capital  Account"  means,  with  respect to any  Partner,  the
Capital  Account  maintained  for such Person in  accordance  with the following
provisions:

            (i) To each  Person's  Capital  Account there shall be credited such
         Person's Capital  Contributions,  such Person's  distributive  share of
         Profits under Section 3.1 and any items in the nature of income or gain
         that are specially  allocated  pursuant to Sections 3.4 or 3.5, and the
         amount of any  Partnership  liabilities  assumed by such Person or that
         are secured by any Property distributed to such Person.

            (ii) To each  Person's  Capital  Account  there shall be debited the
         amount of cash and the Gross Asset Value of any Property distributed to
         such Person pursuant to Sections  2.2(d),  4.1, 4.2, 4.3 and 10.2, such
         Person's  distributive  share of Losses under Section 3.2 and any items
         in the  nature of  expenses  or  losses  that are  specially  allocated
         pursuant to Sections 3.3 or 3.5, and the amount of any  liabilities  of
         such  Person  assumed  by the  Partnership  or that are  secured by any
         property contributed by such Person to the Partnership.

            (iii) In the event any Interest is  transferred  in accordance  with
         the  terms of this  Agreement,  the  transferee  shall  succeed  to the
         Capital  Account  of the  transferor  to the  extent it  relates to the
         transferred Interest.

            (iv) In determining  the amount of any  liabilities  for purposes of
         the  definitions  of  "Adjusted  Capital  Contributions"  and  "Capital
         Accounts,"  there shall be taken into account  Code Section  752(c) and
         any other applicable provisions of the Code and Regulations.

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<PAGE>

The foregoing provisions and the other provisions of this Agreement relating to
the maintenance of Capital Accounts are intended to comply with Regulations
Section 1.704-1(b), and shall be interpreted and applied in a manner consistent
with such Regulations. In the event the General Partner shall determine that it
is prudent to modify the manner in which the Capital Accounts, or any debits or
credits thereto (including, without limitation, debits or credits relating to
liabilities that are secured by contributed or distributed property or that are
assumed by the Partnership or the Partners), are computed in order to comply
with such Regulations, the General Partner may make such modification, provided
that it is not likely to have a material effect on the amounts distributable to
any Partner pursuant to Section 10 upon the dissolution of the Partnership. The
General Partner also shall (i) make any adjustments that are necessary or
appropriate to maintain equality between the Capital Accounts of the Partners
and the amount of Partnership capital reflected on the Partnership's balance
sheet, as computed for book purposes, in accordance with Regulations Section
1.704-1(b)(2)(iv)(g), and (ii) make any appropriate modifications in the event
unanticipated events might otherwise cause this Agreement not to comply with
Regulations Section 1.704-1(b).

            (n) "Capital  Contributions" means, with respect to any Partner, the
amount of money and the Gross  Asset  Value at the time of  contribution  of any
property (other than money)  contributed to the Partnership  with respect to the
interest in the Partnership held by such Partner.

            (o) "Capital  Proceeds"  means the gross cash  proceeds of sales and
financings of the Partnership's Properties, less the portion thereof used to pay
or establish reserves for all Partnership expenses,  any debt payments,  capital
improvements and other costs of renovations, replacements and contingencies, all
as determined in accordance with the terms hereof.

            (p) "Capital  Reserve" means a reserve for capital  expenditures  of
2.3% of annual gross revenue.

            (q) "Code" means the Internal  Revenue Code of 1986, as amended from
time to time (or any corresponding provisions of succeeding law).

            (r) "Defaulting Event" means (i) a Partner's withdrawal as a Partner
from the Partnership in breach of Section 2.4(a), (ii) the Transfer by a Partner
of all or any part of its Interest in the  Partnership  (or such Partner's right
to receive  distributions)  in breach of Section 8, (iii) a Partner's failure to
make one or more  capital  contributions  pursuant  to Section  2.2 which in the
aggregate  exceed  $100,000,  which  failure  continues  ten Business Days after
written demand by the General  Partner or any Partner;  (iv) the General Partner
taking  any  unilateral  action  which  requires  the  unanimous  consent of the
Partners without first securing such consent in accordance with the terms hereof
and (v) a  violation  of  Section  1.7(b) or  Section  13.3 (to the  extent  the
circumstances  giving  rise to such  violation  are  within  the  control of the
General Partner or a PSA Affiliate), provided, however, that in the case of (iv)
or (v) the action  taken would  prejudice  the Limited  Partner in a  materially
adverse  manner and such default or prejudice is not cured or  eliminated  or in
the process of being  cured or  eliminated  in good faith  within ten days after
giving of notice by the Limited  Partner to the General  Partner  specifying the
nature of such default.

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            (s)  "Defaulting  Partner"  means a Partner  with respect to which a
Defaulting Event occurs.

            (t)  "Depreciation"  means, for each Fiscal Year or other period, an
amount equal to the depreciation,  amortization or other cost recovery deduction
allowable with respect to an asset for such year or other period, except that if
the Gross Asset Value of an asset  differs from its  adjusted  basis for federal
income tax purposes at the beginning of such year or other period,  Depreciation
shall be an amount  which  bears the same ratio to such  beginning  Gross  Asset
Value as the  federal  income  tax  depreciation,  amortization  or  other  cost
recovery  deduction  for such  year or  other  period  bears  to such  beginning
adjusted  tax  basis;  provided,   however,  that  if  the  federal  income  tax
depreciation,  amortization,  or other cost recovery  deduction for such year is
zero,  Depreciation  shall be determined  with reference to such beginning Gross
Asset Value using any reasonable method selected by the General Partner.

            (u) "Fair Market  Value" shall have the meaning set forth in Section
9.4.

            (v) "Fiscal Year" shall have the meaning set forth in Section 7.4.

            (w) "Gain from  Sale"  shall mean any gain  recognized  for  federal
income tax  purposes  from the sale or other  disposition  of the  Partnership's
assets  computed by reference to the Gross Asset Value of the Property  disposed
of,  notwithstanding  that the adjusted tax basis of such Property  differs from
its Gross Asset Value.

            (x) "Gross  Asset  Value"  means,  with  respect  to any asset,  the
asset's adjusted basis for federal income tax purposes, except as follows:

            (i) The  initial  Gross Asset  Value of any asset  contributed  by a
         Partner to the Partnership shall be the gross fair market value of such
         asset,  as determined by the Partners (as described  below the Partners
         have agreed that the gross fair market value of Projects contributed by
         the General Partner to the Partnership at the time of contribution will
         be based on the cost of those Projects as set forth in Section 2.2);

            (ii) The Gross  Asset  Values  of all  Partnership  assets  shall be
         adjusted  to equal  their  respective  gross  fair  market  values,  as
         determined  by  the  Partners,  as of  the  following  times:  (A)  the
         acquisition of an additional Interest by any new or existing Partner in
         exchange  for more  than a de  minimis  Capital  Contribution;  (B) the
         distribution  by the Partnership to a Partner of more than a de minimis
         amount  of  Property  as  consideration  for an  Interest;  and (C) the
         liquidation  of the  Partnership  within  the  meaning  of  Regulations
         Section  1.704-1(b)(2)(ii)(g);  provided,  however that the adjustments
         pursuant  to  clauses  (A)  and (B)  above  shall  be made  only if the
         Partners  reasonably  determine that such  adjustments are necessary or
         appropriate to reflect the relative economic  interests of the Partners
         in the Partnership;

            (iii) The Gross Asset Value of any Partnership  asset distributed to
         any Partner  shall be the gross fair market  value of such asset on the
         date of distribution; and

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            (iv) The Gross Asset Values of Partnership assets shall be increased
         (or decreased) to reflect any adjustments to the adjusted basis of such
         assets pursuant to Code Section 734(b) or Code Section 743(b), but only
         to  the  extent  that  such  adjustments  are  taken  into  account  in
         determining   Capital   Accounts   pursuant   to   Regulation   Section
         1.704-1(b)(2)(iv)(m)   and  Sections  1.8(uu)  and  3.5(g);   provided,
         however, that Gross Asset Values shall not be adjusted pursuant to this
         Section  1.8(x)(iv)  to the  extent  the  Partners  determine  that  an
         adjustment  pursuant to Section  1.8(x)(ii) is necessary or appropriate
         in connection  with a  transaction  that would  otherwise  result in an
         adjustment pursuant to this Section 1.8(x)(iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to
Section 1.8(x)(i), 1.8(x)(ii) or 1.8(x)(iv), such Gross Asset Value shall
thereafter be adjusted by Depreciation taken into account with respect to such
asset for purposes of computing Profits and Losses.

            (y)  "Hazardous  Materials"  means any toxic,  reactive,  corrosive,
ignitable or flammable  chemical  compound or hazardous  substance,  material or
waste,  whether solid,  liquid or gas, that is regulated by any federal or state
law or regulation.

            (z) "Hazardous Materials Claims" shall have the meaning set forth in
Section 5.6.

            (aa) "Hazardous  Materials  Laws" means all federal,  state or local
laws or  regulations  which regulate or relate to the use,  treatment,  storage,
transportation,  generation,  handling or disposal of, or emission, discharge or
other release or threatened release of, any Hazardous Materials.

            (bb)  "Hughes  Affiliate"  shall  mean:  (x) B. Wayne  Hughes or (y)
members of his immediate family or (z) any of their  Affiliates,  other than PSA
and other PSA Affiliates.

            (cc) "Indemnitee" shall have the meaning set forth in Section 11.1.

            (dd) "Interest"  means an interest,  whether as a general partner or
limited  partner,  in the  Partnership  representing  the rights and obligations
under the Agreement of the Partner who holds such Interest.

            (ee)  "Investment  Committee"  shall have the  meaning  set forth in
Section 6.2(a).

            (ff) "Liquidating Event" shall have the meaning set forth in Section
10.1.

            (gg)  "Minimum  Gain"  has the  meaning  set  forth  in  Regulations
Sections 1.704-2(b)(2) and 1.704-2(d).

                                       8

<PAGE>

            (hh) "Net  Equity" of a Partner's  Interest  as of a specified  date
means the amount that would be distributed to such Partner in liquidation of the
Partnership pursuant to Sections 10.2 and 10.3 as of that date if (1) all of the
Partnership's  Property were sold for its Fair Market Value, (2) the Partnership
paid its accrued, but unpaid, liabilities,  and established reserves pursuant to
this Agreement for the payment of reasonably  anticipated  contingent or unknown
liabilities,  and (3) the Partnership  distributed the remaining proceeds to the
Partners in liquidation.

            (ii) "Net  Operating  Income"  means all  income  from a Project  or
Projects,  as the case may be, less the costs of operations,  including property
management fees and a Capital Reserve. Net Operating Income shall be computed on
an accrual basis consistent with PSA Affiliates'  prior practice.  Net Operating
Income  will  not  be  reduced  by  depreciation,  amortization,  cost  recovery
deductions or similar non-cash allowances.

            (jj)  "Nonrecourse  Deductions"  shall have the meaning set forth in
Section 1.704-2(b)(1) of the Regulations.

            (kk)  "Nonrecourse  Liability"  shall have the  meaning set forth in
Section 1.704-2(b)(3) of the Regulations.

            (ll)  "Operating   Cash"  means  the  gross  cash  proceeds  of  the
Partnership from all operating sources (not including amounts taken into account
in  determining  Capital  Proceeds)  less the portion  thereof used to establish
reserves  for,  or pay  (except  to the  extent  paid from  reserves  previously
deducted from Operating  Cash),  any debt payments,  all  Partnership  expenses,
capital   improvements   and  other  costs  of  renovations,   replacements  and
contingencies,  all as determined by the Partners. "Operating Cash" shall not be
reduced by  depreciation,  amortization,  cost  recovery  deductions  or similar
allowances,  but shall be increased  by any  reductions  of reserves  previously
established.

            (mm) "Partner  Nonrecourse Debt" shall have the meaning set forth in
Section 1.704-2(b)(4) of the Regulations.

            (nn) "Partner  Nonrecourse Debt Minimum Gain" means an amount,  with
respect to each Partner  Nonrecourse Debt, equal to the Partnership Minimum Gain
that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse
Liability,   determined  in  accordance  with  Section   1.704-2(i)(3)   of  the
Regulations.

            (oo) "Partner  Nonrecourse  Deductions" has the meaning set forth in
Sections 1.704-2(i)(1) and 1.704-2(i)(2) of the Regulations.

            (pp) "Partners"  means the General Partner and the Limited  Partner,
collectively,  and reference to a "Partner" shall be to any one of the Partners.
The "General Partner" and "Limited Partner" are as set forth in Section 2.1.

            (qq) "Partnership"  means the limited partnership formed pursuant to
this Agreement.

                                       9

<PAGE>

            (rr) "Person" means any individual, partnership,  corporation, trust
or other entity.

            (ss) "Percentage  Interest" means,  subject to the provisions of the
next sentence, with respect to the Limited Partner, 70%, and with respect to the
General  Partner,  30%. In the event any Interest is  transferred  in accordance
with the  provisions of this  Agreement,  the  transferee of such Interest shall
succeed to the Percentage Interest of its transferor to the extent it relates to
the transferred Interest.

            (tt)  "Priority  Return"  means,  as to each  Partner,  a cumulative
return on (i) that Partner's Adjusted Capital Contributions and (ii) accrued and
unpaid Priority Returns, computed using monthly compounding at a monthly rate of
one  twelfth of 8%,  provided  that,  in the case of the  General  Partner,  any
Capital  Contribution made pursuant to Sections  2.2(a)(v) and 10.3 shall not be
taken into account in computing the General Partner's Priority Return.

            (uu)  "Profits"  and "Losses"  means,  for each Fiscal Year or other
period,  an amount equal to the  Partnership's  taxable  income or loss for such
year or period,  determined  in  accordance  with Code Section  703(a) (for this
purpose,  all items of income,  gain,  loss or  deduction  required to be stated
separately  pursuant  to Code  Section  703(a)(1)  shall be  included in taxable
income or loss), with the following adjustments:

            (i) Any income of the Partnership that is exempt from federal income
         tax and not otherwise taken into account in computing Profits or Losses
         pursuant to this Section  1.8(uu) shall be added to such taxable income
         or loss;

            (ii) Any  expenditures of the Partnership  described in Code Section
         705(a)(2)(B)  or  treated  as Code  Section  705(a)(2)(B)  expenditures
         pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise
         taken into  account in  computing  Profits or Losses  pursuant  to this
         Section 1.8(uu) shall be subtracted from such taxable income or loss;

            (iii) In the event the Gross Asset Value of any Partnership asset is
         adjusted  pursuant to Section  1.8(x)(ii) or Section  1.8(x)(iii),  the
         amount of such  adjustment  shall be taken into account as gain or loss
         from the disposition of such asset for purposes of computing Profits or
         Losses;

            (iv) Gain or loss  resulting  from any  disposition of Property with
         respect  to which gain or loss is  recognized  for  federal  income tax
         purposes shall be computed by reference to the Gross Asset Value of the
         Property  disposed of,  notwithstanding  that the adjusted tax basis of
         such Property differs from its Gross Asset Value;

            (v) In  lieu  of  the  depreciation,  amortization  and  other  cost
         recovery deductions taken into account in computing such taxable income
         or loss, there shall be taken into account Depreciation for such Fiscal
         Year or other period, computed in accordance with Section 1.8(t);

                                       10

<PAGE>

            (vi) To the extent an  adjustment  to the  adjusted tax basis of any
         Partnership  asset  pursuant  to Code  Section  734(b) or Code  Section
         743(b)    is    required     pursuant    to     Regulations     Section
         1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital
         Accounts as a result of a  distribution  other than in liquidation of a
         Partner's  interest in the  Partnership,  the amount of such adjustment
         shall be treated as an item of gain (if the  adjustment  increases  the
         basis of the asset) or loss (if the  adjustment  decreases the basis of
         the asset)  from the  disposition  of the asset and shall be taken into
         account for purposes of computing Profits or Losses; and

            (vii)  Notwithstanding  any other provision of this Section 1.8(uu),
         any items which are specially  allocated  pursuant to Sections 3.3, 3.4
         or 3.5 (including Depreciation,  deductions attributable to "guaranteed
         payments"  and Gain from  Sale)  shall  not be taken  into  account  in
         computing Profits or Losses.

The amounts of the items of Partnership income, gain, loss or deduction
available to be specifically allocated pursuant to Sections 3.3, 3.4 and 3.5
shall be determined by applying rules analogous to those set forth in Sections
1.8(x)(i) through 1.8(x)(vi) above.

            (vv)  "Projects"  means  the  Qualifying  Projects  which  have been
acquired by the Partnership pursuant to Section 5.4.

            (ww)  "Property"  means all real,  personal  and other  property  or
assets  acquired by the  Partnership,  and shall  include the  Projects and both
tangible and intangible property.

            (xx) "PSA" means Public Storage, Inc., a California corporation.

            (yy) "PSA  Affiliate"  means PSA and/or any  Affiliate of PSA (other
than  the  Partnership).  The  General  Partner  shall  be  responsible  for all
activities performed hereunder by PSA Affiliates.

            (zz) "PSA  Affiliates  Operating  Costs"  means that  portion of (i)
compensation  and  other  personnel  costs  incurred  by PSA  Affiliates  in the
employment  of their  employees  and (ii) all other  overhead  and  general  and
administrative costs of all PSA Affiliates, which, in either case, is reasonably
allocable to the performance of services referred to in Section 5.4 with respect
to Qualifying Projects;  provided,  however, that with respect to any Qualifying
Project,  such costs shall not exceed the  amounts set forth on the  Acquisition
Pro-Forma Budget for such Qualifying Project.  "PSA Affiliates  Operating Costs"
shall include any costs which are  reasonably  allocable to Qualifying  Projects
which  are  approved  for  acquisition  by the  Partnership,  but  not  actually
acquired;  provided,  however,  that "PSA Affiliates  Operating Costs" shall not
include, and the Partnership shall not, under any circumstances,  be responsible
for, any costs  attributable  to properties  considered  for  acquisition by the
Partnership but not approved for acquisition.

            (aaa) "Purchase  Notice" shall have the meaning set forth in Section
9.1 with respect to the "General  Partner  Purchase Notice" and Section 9.6 with
respect to the "Limited Partner Purchase Notice."

                                       11

<PAGE>

            (bbb)  "Purchase  Notice  Date"  shall have the meaning set forth in
Section 9.1.

            (ccc) "Qualifying Project" means any real estate acquisition project
located in the  United  States of which 90% or more of the net  rentable  square
footage will consist of self-storage facilities and no part of the project would
generate  for the Limited  Partner  more than a de minimis  amount of  unrelated
business taxable income under Section 511 of the Code (the Partners  acknowledge
that the latter  requirement  will  exclude  projects  involving  containerized,
portable  self-storage  activities).  A Qualifying Project shall not include (1)
the  acquisition  of a  self-storage  facility  owned by a PSA  Affiliate on the
Effective Date, or the renovation,  expansion or replacement (i.e. tear-down and
rebuild) of a self-storage facility owned by a PSA Affiliate,  (2) a real estate
development  project,  including the  conversion of other types of  improvements
into self-storage, (3) a real estate project that requires significant expansion
or renovation,  the costs of which are estimated by the General Partner to be in
excess of 10% of the Acquisition Costs of the Project, (4) a real estate project
proposed to be acquired by any PSA Affiliate in a merger or similar  transaction
or in a transaction  in which the  prospective  seller will not accept all cash,
(5)  the  acquisition  of  less  than  100%  of  the  ownership  interests  in a
partnership or other entity that owns self-storage  facilities,  (6) a portfolio
of self-storage  facilities with a purchase price that exceeds (A)  $125,000,000
less (B) the aggregate amount of Capital Contributions  contributed or committed
to the Partnership for other Qualifying Projects, (7) a real estate project that
is  encumbered by debt that cannot be prepaid or that may only be prepaid with a
prepayment  penalty  that,  if paid,  would cause the Yield of the project to be
less than 8% or (8) a real  estate  project  the  acquisition  of which is under
consideration  by [XYZ  Company] or any of its  controlled  Affiliates or any of
their  respective  clients or funds (solely to the extent such client or fund is
being  advised with respect to the  acquisition  of such real estate  project by
[XYZ Company] or its  controlled  Affiliates;  the Limited  Partner will use its
reasonable  best efforts to cause [XYZ Company] to notify the General Partner of
its involvement with any such project at the time at which a project is formally
submitted to [XYZ Company] by or on behalf of such a client or fund).

            (ddd)  "Regulations"  means the  Income Tax  Regulations,  including
Temporary  Regulations,  promulgated  under the Code, as such Regulations may be
amended  from  time  to time  (or any  corresponding  provisions  of  succeeding
regulations).

            (eee) "Regulatory  Allocations"  shall have the meaning set forth in
Section 3.5(h).

            (fff)  "Securities Act" means the Securities Act of 1933, as amended
(or any corresponding provisions of succeeding law).

            (ggg)  "Shortfall"  shall be determined  upon the liquidation of the
Partnership or upon an election by the General Partner to exercise its option to
purchase all of the Interest of the Limited Partner  pursuant to Section 9.1, by
first   calculating  the  monthly   internal  rate  of  return,   using  monthly
compounding,  earned with respect to the Limited Partner's  contributions to the
Partnership, taking into account all distributions previously received, or to be
received in the  liquidation or sale pursuant to the option,  including  amounts
received as guaranteed  payments,  without regard to whether a Shortfall  exists
(that rate of return shall be the "Realized Rate of Return").

                                       12
<PAGE>

If the Realized  Rate of Return is equal to or in excess of one twelfth of 8.5%,
the  Shortfall  shall be zero.  If the Realized  Rate of Return is less than one
twelfth of 8.5%,  but more than or equal to one twelfth of 6.5%,  the  Shortfall
shall be the amount that, when added to the  distribution of Capital Proceeds or
to the Net  Equity,  would  increase  the  Realized  Rate of Return to equal one
twelfth  of 8.5%.  If the  Realized  Rate of Return is less than one  twelfth of
6.5%, the Shortfall shall be the amount that, when added to the  distribution of
Capital  Proceeds or to the Net Equity,  would increase the calculated  Realized
Rate of Return by one twelfth of 2.0%. The  calculations  set forth in Exhibit I
illustrate how the Shortfall is to be calculated.

            (hhh)  "Transfer"  means,  as a noun,  any voluntary or  involuntary
transfer, sale, assignment, pledge, hypothecation or other disposition and, as a
verb,   voluntarily  or  involuntarily  to  transfer,   sell,  assign,   pledge,
hypothecate or otherwise dispose of.

            (iii) "Working  Capital" means the sum of the initial  contributions
made under Sections 2.2(a)(i) and 2.2(b)(i),  as may be increased,  reduced,  or
replenished  from time to time,  the  outstanding  balance of which shall at all
times be invested in instruments backed by the United States Government.

            (jjj) "Yield" means the Net Operating Income of a Qualifying Project
or Qualifying  Projects for the most recently available  twelve-month period (or
in the case of a Qualifying  Project  which has not yet obtained  stabilization,
the reasonably projected annual income for the one-year period commencing on the
first  anniversary  of  the  acquisition  of  such  Qualifying  Project  by  the
Partnership)  divided by its or their total cost,  as  determined  in accordance
with the financial  criteria and employing  the same  underwriting  criteria and
methodology  used in  generating  the yields as pursuant to Exhibit F (Pro Forma
Acquisition Budgets).

      2. PARTNERS; CAPITAL CONTRIBUTIONS

         2.1  Partners.  The names and initial  addresses of the Partners are as
follows:

                           General Partner:

                                    PS Texas Holdings, Ltd.
                                    c/o Public Storage, Inc.
                                    701 Western Avenue
                                    Glendale, CA 91201

                           Limited Partner:

                                    [LIMITED PARTNER]
                                    address of Limited Partner

         2.2 Capital  Contributions.  The Capital  Contributions of the Partners
shall be as follows:

                                       13

<PAGE>

            (a)  Subject to Section  2.2(f),  the Capital  Contributions  of the
General Partner shall be as follows:

            (i) On the Effective Date, the General Partner shall make an initial
         cash Capital Contribution of $300.

            (ii) From time to time,  the General  Partner  shall  contribute  or
         cause to be contributed to the Partnership additional cash equal to 30%
         of the sum of the Acquisition Costs and PSA Affiliates  Operating Costs
         (but only to the  extent  such PSA  Affiliates  Operating  Costs do not
         exceed 1% of the  cumulative sum of the  Acquisition  Costs incurred to
         that date) incurred by or on behalf of the Partnership  related to each
         acquired Project.

            (iii) From time to time,  the General  Partner  shall  contribute or
         cause to be contributed to the Partnership  Qualifying Projects and the
         General  Partner's Capital Account shall be credited with the amount of
         the expenditures  made with respect to such Qualifying  Projects by PSA
         Affiliates  (to the  extent  not  previously  reimbursed  from  Working
         Capital) for Acquisition Costs and PSA Affiliates  Operating Costs (but
         only to the extent such PSA Affiliates Operating Costs do not exceed 1%
         of the cumulative sum of the Acquisition  Costs incurred to that date).
         The parties agree that any such Capital Account  credits  represent the
         agreed fair market value of those contributed assets.

            (iv) The General  Partner may,  but shall not be obligated  to, make
         Capital Contributions from time to time in order to pay any accrued but
         unpaid Priority Returns to the Limited Partner hereunder, which amounts
         will be distributed to the Limited  Partner  pursuant to Section 2.2(e)
         below.

            (v) In the  circumstances  described  in  Section  10.3  below,  the
         General Partner shall make a contribution as set forth in Section 10.3.

            (b)  Subject to Section  2.2(f),  the Capital  Contributions  of the
Limited Partner shall be as follows:

            (i) On the Effective Date, the Limited Partner shall make an initial
         cash Capital Contribution of $700.

            (ii) From time to time,  the Limited  Partner shall make  additional
         Capital  Contributions in cash equal to two and one third (2 1/3) times
         the amount of the Capital  Contributions  made by the  General  Partner
         from time to time pursuant to Section 2.2(a)(ii) above.

            (iii)  The   Limited   Partner   shall   make   additional   Capital
         Contributions  in  cash  equal  to  70% of the  amount  of the  General
         Partner's Capital  Contributions  from time to time pursuant to Section
         2.2(a)(iii)  above,  which amounts will be  distributed  to the General
         Partner pursuant to Section 2.2(d) below.

                                       14

            (c) Any  Capital  Contributions  required  of  Partners  pursuant to
Sections  2.2(a)(ii),  2.2(b)(ii)  and  2.2(b)(iii)  above shall be set forth in
written notices from the General Partner to the Partners in the form attached as
Exhibit K hereto. Such notices shall contain a breakdown and supporting evidence
of Acquisition  Costs and PSA  Affiliates  Operating  Costs,  and a breakdown by
Project  (with such  supporting  evidence as requested by the Limited  Partner).
Such notices  shall be delivered  not less than ten (10)  Business Days prior to
the date such  Capital  Contribution  is  required  to be made.  Notwithstanding
anything herein to the contrary,  (i) the Limited  Partner's  obligation to make
Capital  Contributions  shall  be  limited  to 70% of the  aggregate  amount  of
Acquisition Costs and PSA Affiliates Operating Costs contained in the applicable
Acquisition  Pro-Forma Budget and (ii) the General Partner's  obligation to make
Capital  Contributions  in  respect  of  Acquisition  Costs  and PSA  Affiliates
Operating  Costs shall be limited to 30% of the aggregate  amount of Acquisition
Costs and PSA Affiliates Operating Costs contained in the applicable Acquisition
Pro-Forma Budget;  provided,  however, that clause (ii) above is not intended to
(x) modify any legal  requirement  that the  General  Partner  may be  generally
liable  for  recourse   obligations  of  the  Partnership  to  the  extent  such
obligations are not otherwise able to be satisfied out of the assets  (including
commitments that are considered assets) of the Partnership or (y) imply that the
Limited  Partner is obligated to reimburse or indemnify the General  Partner if,
notwithstanding  clause (ii) above,  the General  Partner is obligated to make a
Capital  Contribution  in order for the  Partnership  to  satisfy  the claims of
Partnership's creditors.

            (d)  Promptly  following  the Capital  Contributions  by the Limited
Partner pursuant to Section  2.2(b)(iii)  above, the General Partner shall cause
an  amount  equal  to  such  Capital  Contributions  to be  distributed  by  the
Partnership to the General Partner as a reduction in its Capital  Contributions.
The Partners  acknowledge  that these amounts will be treated as  contributed to
the  Partnership  and then  distributed by the  Partnership for purposes of this
Agreement,  notwithstanding  that for federal  income tax  purposes  the amounts
perhaps  could  be  recharacterized  as if paid by the  Limited  Partner  to the
General Partner for an interest in the Properties which the Limited Partner then
would be treated as contributing to the Partnership.  Such a recharacterization,
in the  Partnership's  circumstances,  is not  expected  to  produce  materially
differing consequences.  (e) Promptly following any Capital Contributions by the
General  Partner  pursuant to  Sections  2.2(a)(iv)  and (v) above,  the General
Partner  shall  cause  an  amount  equal  to such  Capital  Contributions  to be
distributed  by the  Partnership to the Limited  Partner and such  distributions
shall be treated as deductible  "guaranteed payments" for the use of capital for
income tax purposes.

            (f) Notwithstanding  anything herein to the contrary,  except (i) to
the extent set forth in the  Acquisition  Pro-Forma  Budgets,  (ii) as otherwise
approved  by the  Investment  Committee  or  (iii)  as  set  forth  in  Sections
2.2(a)(iv) and (v), under no circumstances will the Partners be required to make
any Capital Contributions after the expiration of the Acquisition Period.

         2.3 Extent of Liability. Except as otherwise provided by this Agreement
or as required by applicable law:

                                       15

<PAGE>

            (a) A  Partner  shall  not be  liable  for the  debts,  liabilities,
contracts or any other obligations of the Partnership; and

            (b) A Partner shall be liable only to make the Capital Contributions
provided in Section 2.2 for  Qualifying  Projects  approved under Section 6.2(b)
and shall not be required to lend any funds to the Partnership.

Performance of any one or more of the acts specifically authorized for
performance by the Limited Partner under this Agreement shall not in any way
constitute the Limited Partner a general partner or impose any personal
liability on the Limited Partner. The General Partner shall have no personal
liability for the repayment of any Capital Contributions of the Limited Partner.

         2.4 Other Matters.

            (a) Except as otherwise provided in this Agreement, no Partner shall
demand or receive a return of its Capital Contributions or withdraw as a Partner
from  the  Partnership  without  the  consent  of the  General  Partner  and the
Partners.  Under circumstances  requiring a return of any Capital Contributions,
no Partner  shall have the right to receive  property  other than cash except as
may be specifically provided herein.

            (b) No  Partner  shall  receive  any  interest,  salary or draw with
respect to its  Capital  Contributions  or its Capital  Account or for  services
rendered on behalf of the Partnership or otherwise in its capacity as a Partner,
except as otherwise provided in this Agreement.

      3. ALLOCATIONS

         3.1 Profits.  After giving effect to the special  allocations set forth
in Sections 3.3, 3.4 and 3.5,  Profits for any Fiscal Year or other period shall
be allocated to the Partners in the following order and priority:

            (a) First,  to the  Limited  Partner  until the  cumulative  Profits
allocated  pursuant to this Section 3.1(a) and Gain from Sale allocated pursuant
to Section  3.4(a) for the current and all prior Fiscal  Years or other  periods
are equal to the cumulative Priority Return accrued for the Limited Partner from
the  Effective  Date to the end of such  Fiscal  Year or other  period  less the
amount of any guaranteed payments made pursuant to Section 2.2(e);

            (b) Second,  to the Limited  Partner  until the  cumulative  Profits
allocated  pursuant to this Section 3.1(b) and Gain from Sale allocated pursuant
to Section  3.4(b) for the current and all prior Fiscal  Years or other  periods
are equal to the cumulative  Losses allocated to the Limited Partner pursuant to
Section 3.2 for all prior Fiscal Years or other periods;

            (c) Third,  to the  General  Partner  until the  cumulative  Profits
allocated  pursuant to this Section 3.1(c) and Gain from Sale allocated pursuant
to Section  3.4(c) for the current and all prior Fiscal  Years or other  periods
are equal to the cumulative  Losses allocated to the General Partner pursuant to
Section 3.2 for all prior Fiscal Years or other periods;

                                       16
<PAGE>

            (d) Fourth,  to the General  Partner  until the  cumulative  Profits
allocated  pursuant to this Section  3.1(d) for the current and all prior Fiscal
Years or other periods are equal to the cumulative distributions received by the
General Partner pursuant to Section 4.1(b) from the Effective Date to the end of
such Fiscal Year or other period; and

            (e) Fifth, the remaining  balance,  if any, shall be allocated among
the Partners in proportion to their Percentage Interests.

         3.2 Losses. After giving effect to the special allocations set forth in
Sections  3.3, 3.4 and 3.5,  Losses for any Fiscal Year or other period shall be
allocated in the following order and priority:

            (a) First,  to the General  Partner until any additional  allocation
would cause the General  Partner to have an Adjusted  Capital Account Deficit at
the end of any Fiscal Year;

            (b) Second,  to the Limited Partner until any additional  allocation
would cause the Limited  Partner to have an Adjusted  Capital Account Deficit at
the end of any Fiscal Year; and

            (c) Third, any remaining Losses to the General Partner.

         3.3 Certain  Special  Allocations.  The following  special  allocations
shall be made:

            (a) All  Depreciation  shall be  specially  allocated to the General
Partner,  except  to the  extent  that  the  General  Partner  elects  not to be
allocated all or any portion of the Depreciation for any particular  period,  in
which case the designated  portion of the Depreciation  will be allocated to the
Limited  Partner;  provided,  however,  that the  Limited  Partner  shall not be
allocated more than 70% of the total Depreciation for any Fiscal Year.

            (b) All deductions  for any guaranteed  payments made to the Limited
Partner  pursuant to Section 2.2(e) shall be specially  allocated to the General
Partner.

         3.4 Gain  from  Sale.  All Gain  from Sale  shall be  allocated  in the
following order:

            (a) First,  to the Limited  Partner until the  cumulative  Gain from
Sale allocated pursuant to this Section 3.4(a) and Profits allocated pursuant to
Section  3.1(a) for the current and all prior Fiscal Years or other  periods are
equal to the cumulative Priority Return accrued for the Limited Partner from the
Effective Date to the end of such Fiscal Year or other period less the amount of
any guaranteed payments made pursuant to Section 2.2(e);

            (b) Second,  to the Limited  Partner until the cumulative  Gain from
Sale allocated pursuant to this Section 3.4(b) and Profits allocated pursuant to
Section  3.1(b) for the current and all prior Fiscal Years or other  periods are
equal to the  cumulative  Losses  allocated to the Limited  Partner  pursuant to
Section 3.2 for all prior Fiscal Years or other periods;

                                       17
<PAGE>

            (c) Third,  to the Limited  Partner until the  cumulative  Gain from
Sale  allocated  pursuant to this  Section  3.4(c) for the current and all prior
Fiscal Years or other periods is equal to the cumulative  Depreciation allocated
to the Limited Partner  pursuant to Section 3.3(a) for all prior Fiscal Years or
other periods;

            (d) Fourth,  to the General  Partner until the cumulative  Gain from
Sale allocated pursuant to this Section 3.4(d) and Profits allocated pursuant to
Section  3.1(c) for the current and all prior Fiscal Years or other  periods are
equal to the  cumulative  Losses  allocated to the General  Partner  pursuant to
Section 3.2 for all prior Fiscal Years or other periods;

            (e) Fifth,  to the General  Partner until the  cumulative  Gain from
Sale  allocated  pursuant  to this  Section  3.4(e)  is equal to the  cumulative
allocations of Depreciation and deductions for guaranteed payments made pursuant
to  Section  3.3(a)  and  (b),  excluding  any  guaranteed  payments  deductions
attributable to Capital Contributions made pursuant to Section 2.2(a)(v);

            (f) Sixth,  to the General  Partner until the  cumulative  Gain from
Sale allocated pursuant to this Section 3.4(f) and Profits allocated pursuant to
Section  3.1(d) for the current and all prior Fiscal Years or other  periods are
equal to the cumulative Priority Return accrued for the General Partner from the
Effective Date to the end of such Fiscal Year or other period;

            (g)  Seventh,  70% to the  Limited  Partner  and 30% to the  General
Partner until the  cumulative  Gain from Sale  allocated to the Limited  Partner
pursuant to this  Section  3.4(g) for the current and all prior  Fiscal Years or
other periods is equal to the cumulative  distributions made (or expected by the
Partners to be made) to the Limited Partner pursuant to Section 4.2(e);

            (h)  Eighth,  40% to the  Limited  Partner  and  60% to the  General
Partner until the  cumulative  Gain from Sale  allocated to the Limited  Partner
pursuant to this  Section  3.4(h) for the current and all prior  Fiscal Years or
other periods is equal to the cumulative  distributions made (or expected by the
Partners to be made) to the Limited Partner pursuant to Section 4.2(f);

            (i) Ninth, 10% to the Limited Partner and 90% to the General Partner
until the cumulative Gain from Sale allocated to the Limited Partner pursuant to
this Section  3.4(i) for the current and all prior Fiscal Years or other periods
is equal to the cumulative distributions made (or expected by the Partners to be
made) to the Limited Partner pursuant to Section 4.2(g); and

            (j) Finally, 100% to the General Partner.

Sections 3.4(g) - (i) shall be applied based on the assumption that all Capital
Proceeds will be distributed pursuant to Section 4.2, rather than Section
10.2(c).

         3.5 Regulatory Special  Allocations.  The following special allocations
shall be made in the following order:

                                       18
<PAGE>

            (a)  Minimum  Gain   Chargeback.   Except  as  provided  in  Section
1.704-2(f)  of the  Regulations,  notwithstanding  any other  provision  of this
Section 3, if there is a net  decrease in Minimum  Gain during any Fiscal  Year,
each Partner shall be specially  allocated items of Partnership  income and gain
for such year (and,  if necessary,  subsequent  years) in an amount equal to the
portion of such Partner's share of the net decrease in Minimum Gain,  determined
in accordance with Regulations Section 1.704-2(g).  Allocations  pursuant to the
previous sentence shall be made in proportion to the respective amounts required
to be allocated to each Partner pursuant  thereto.  The items to be so allocated
shall be determined in accordance with Sections  1.704-2(f)(6) and 1.704-2(j)(2)
of the  Regulations.  This Section 3.5(a) is intended to comply with the minimum
gain chargeback  requirement in Section  1.704-2(f) of the Regulations and shall
be interpreted consistently therewith.

            (b) Partner  Nonrecourse  Debt  Minimum Gain  Chargeback.  Except as
otherwise provided in Section 1.704-2(i)(4) of the Regulations,  notwithstanding
any other provision of this Section 3 except Section  3.5(a),  if there is a net
decrease in Partner  Nonrecourse  Debt  Minimum Gain  attributable  to a Partner
Nonrecourse  Debt during any Fiscal  Year,  each  Partner who has a share of the
Partner  Nonrecourse Debt Minimum Gain attributable to such Partner  Nonrecourse
Debt, determined in accordance with Regulations Section 1.704-2(i)(5),  shall be
specially  allocated items of Partnership income and gain for such year (and, if
necessary,  subsequent  years) in an amount equal to such Partner's share of the
net  decrease in Partner  Nonrecourse  Debt Minimum  Gain  attributable  to such
Partner  Nonrecourse  Debt,  determined in accordance with  Regulations  Section
1.704-2(i)(4).  Allocations  pursuant to the previous  sentence shall be made in
proportion to the  respective  amounts  required to be allocated to each Partner
pursuant thereto. The items to be so allocated shall be determined in accordance
with Sections  1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations.  This Section
3.5(b) is intended to comply with the minimum  gain  chargeback  requirement  in
Section  1.704-2(i)(4) of the Regulations and shall be interpreted  consistently
therewith.

            (c) Qualified Income Offset.  In the event any Partner  unexpectedly
receives any  adjustments,  allocations  or  distributions  described in Section
1.704-1(b)(2)(ii)(d)(4),  (5) or (6) of the  Regulations,  items of  Partnership
income and gain shall be  specially  allocated to each such Partner in an amount
and manner  sufficient to eliminate,  to the extent required by the Regulations,
the  Adjusted  Capital  Account  Deficit of such Partner as quickly as possible,
provided that an allocation  pursuant to this Section  3.5(c) shall be made only
if and to the extent that such Partner  would have an Adjusted  Capital  Account
Deficit  after all other  allocations  provided  for in this Section 3 have been
tentatively made as if this Section 3.5(c) were not in this Agreement.

            (d) Gross Income Allocation.  In the event any Partner has a deficit
Capital Account at the end of any Partnership  Fiscal Year which is in excess of
the sum of (i) the amount such Partner is  obligated to restore  pursuant to any
provision  of this  Agreement,  and (ii) the amount such Partner is deemed to be
obligated  to restore  pursuant  to the  penultimate  sentences  of  Regulations
Sections  1.704-2(g)(1) and 1.704-2(i)(5),  each such Partner shall be specially
allocated  items of Partnership  income and gain in the amount of such excess as
quickly as possible, provided that an allocation pursuant to this Section 3.5(d)
shall be made if and only to the extent that such  Partner  would have a deficit
Capital Account in excess of such sum after all other allocations provided for

                                       19

<PAGE>

in this  Section 3 have been  tentatively  made as if  Section  3.5(c)  and this
Section 3.5(d) were not in the Agreement.

            (e) Nonrecourse  Deductions.  Nonrecourse  Deductions for any Fiscal
Year or other period shall be specially allocated to the General Partner.

            (f)  Partner   Nonrecourse   Deductions.   Any  Partner  Nonrecourse
Deductions  for any Fiscal Year or other period shall be specially  allocated to
the  Partner  who bears the  economic  risk of loss with  respect to the Partner
Nonrecourse Debt to which such Partner  Nonrecourse  Deductions are attributable
in accordance with Regulations Section 1.704-2(i)(1).

            (g)  Section  754  Adjustment.  To the extent an  adjustment  to the
adjusted tax basis of any  Partnership  asset pursuant to Code Section 734(b) or
Code   Section   743(b)   is   required,   pursuant   to   Regulations   Section
1.704-1(b)(2)(iv)(m)(2)  or Regulations Section  1.704-1(b)(2)(iv)(m)(4),  to be
taken  into  account  in  determining  Capital  Accounts  as  the  result  of  a
distribution  to a  Partner  in  complete  liquidation  of its  interest  in the
Partnership,  the amount of such  adjustment  to the Capital  Accounts  shall be
treated as an item of gain (if the adjustment  increases the basis of the asset)
or loss (if the adjustment  decreases such basis) and such gain or loss shall be
specially  allocated to the Partners in accordance  with their  interests in the
Partnership  in  the  event  that  Regulations  Section  1.704-1(b)(2)(iv)(m)(2)
applies, or to the Partners to whom such distribution was made in the event that
Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

            (h)  Curative  Allocations.  The  allocations  set forth in Sections
3.5(a) through (g) (the  "Regulatory  Allocations")  are intended to comply with
certain requirements of the Regulations.  It is the intent of the Partners that,
to the extent possible,  all Regulatory  Allocations shall be offset either with
other  Regulatory  Allocations  or with  special  allocations  of other items of
Partnership  income,  gain,  loss or deduction  pursuant to this Section 3.5(h).
Therefore, notwithstanding any other provision of this Section 3 (other than the
Regulatory Allocations),  the General Partner shall make such offsetting special
allocations of Partnership  income,  gain,  loss or deduction in whatever manner
the Partners  determine  appropriate so that, after such offsetting  allocations
are made, each Partner's  Capital  Account  balance is, to the extent  possible,
equal  to the  Capital  Account  balance  such  Partner  would  have  had if the
Regulatory  Allocations  were  not  part of the  Agreement.  In  exercising  its
discretion  under this  Section  3.5(h),  the  Partners  shall take into account
future Regulatory  Allocations  under Sections 3.5(a) and 3.5(b) that,  although
not yet made, are likely to offset other Regulatory  Allocations previously made
under Sections 3.5(e) and 3.5(f).

         3.6 Other Allocations Rules.

            (a) Except as otherwise  provided,  all Profits and Losses allocated
to the Partners shall be allocated among them in proportion to their  Percentage
Interests.

            (b) For purposes of  determining  the  Profits,  Losses or any other
items allocable to any period, Profits, Losses and any such other items shall be
determined  on a daily,  monthly,  or other basis,  as determined by the General
Partner using any permissible  method under Code Section 706 and the Regulations
thereunder.

                                       20
<PAGE>

            (c) Except as  otherwise  provided in this  Agreement,  all items of
Partnership income, gain, loss, deduction,  credit and any other allocations not
otherwise  provided  for  shall  be  divided  among  the  Partners  in the  same
proportions as they share Profits or Losses, as the case may be, for the year.

            (d) Solely for  purposes of  determining  a Partner's  proportionate
share of the "excess  nonrecourse  liabilities"  of the  Partnership  within the
meaning of Regulations  Section  1.752-3(a)(3),  any such  liabilities  shall be
allocated solely to the General Partner,  consistent with the General  Partner's
share of profits pursuant to Section 3.4(i).

            (e)  To  the  extent  permitted  by  Section  1.704-2(h)(3)  of  the
Regulations,  the  General  Partner  shall  endeavor to treat  distributions  of
Operating Cash as having been made from the proceeds of a Nonrecourse  Liability
or a Partner  Nonrecourse Debt only to the extent that such distributions  would
cause or increase an Adjusted Capital Account Deficit for any Partner.

         3.7 Tax  Allocations:  Code Section  704(c).  In  accordance  with Code
Section 704(c) and the Regulations thereunder,  income, gain, loss and deduction
with  respect to any  property  contributed  to the  capital of the  Partnership
shall,  solely for tax purposes,  be allocated  among the Partners so as to take
account of any  variation  between the  adjusted  basis of such  property to the
Partnership  for federal  income tax purposes and its initial  Gross Asset Value
(computed in accordance with Section 1.8(x)(i)).

            In the event  the  Gross  Asset  Value of any  Partnership  asset is
adjusted pursuant to Section 1.8(x)(ii), subsequent allocations of income, gain,
loss and  deduction  with  respect  to such  asset  shall  take  account  of any
variation  between  the  adjusted  basis of such  asset for  federal  income tax
purposes  and its Gross  Asset  Value in the same  manner as under Code  Section
704(c) and the Regulations thereunder.

            Any elections or other decisions  relating to such allocations shall
be made by the  General  Partner  in any manner  that  reasonably  reflects  the
purpose and intention of this  Agreement.  Allocations  pursuant to this Section
3.7 are solely for  purposes  of  federal,  state and local  taxes and shall not
affect, or in any way be taken into account in computing,  any Partner's Capital
Account or share of Profits, Losses other items or distributions pursuant to any
provision of this Agreement.

      4. DISTRIBUTIONS

         4.1  Operating  Cash.  Except as  otherwise  provided  in  Section  10,
Operating  Cash, if any, shall be distributed  to the Partners  monthly,  on the
15th day of each  month or next  Business  Day if the 15th day is not a Business
Day,  for the  preceding  month,  or at such  other  times as the  Partners  may
determine.  The General  Partner shall provide notice to the Limited  Partner of
any  anticipated  or proposed  distributions  of Operating  Cash,  including the
amount thereof,  not less than five days prior to such  distribution.  Operating
Cash shall be distributed in the following order and priority:

                                       21
<PAGE>

            (a) First,  to the Limited  Partner in an amount equal to the excess
of (i) the aggregate  Priority  Return of the Limited  Partner  accrued from the
Effective Date to the end of the calendar month  immediately  preceding the date
of distribution  pursuant to this Section 4.1(a), over (ii) the sum of all prior
distributions  to the  Limited  Partner  pursuant  to this  Section  4.1(a)  and
Sections  4.1(c),  4.2(a) and 2.2(e)  (including  analogous  distributions  made
pursuant to Sections 10.2 and 10.3);

            (b)  Second,  to the  General  Partner  in an  amount  equal  to the
Priority   Return  of  the  General  Partner  accrued  for  the  calendar  month
immediately  preceding the date of distribution pursuant to this Section 4.1(b);
and

            (c) Third,  the balance,  if any, to the Partners in  proportion  to
their Percentage Interests.

         4.2 Capital Proceeds. Capital Proceeds, if any, shall be distributed to
the Partners on the third  Business Day after a sale or financing  (if permitted
under  Section  5.3(c)) or at such other times as the Partners may  determine in
the following order and priority:

            (a) First,  to the Limited  Partner in an amount equal to the excess
of (i) the aggregate  Priority  Return of the Limited  Partner  accrued from the
Effective Date to the end of the calendar month  immediately  preceding the date
of distribution  pursuant to this Section 4.2(a), over (ii) the sum of all prior
distributions to the Limited Partner pursuant to Sections 4.1(a), 4.1(c), 4.2(a)
and 2.2(e) (including analogous distributions made pursuant to Sections 10.2 and
10.3);

            (b) Second,  to the Limited Partner in an amount equal to the excess
of (i) the  Limited  Partner's  Capital  Contributions  over (ii) the sum of all
prior  distributions  to the Limited  Partner  pursuant to this  Section  4.2(b)
(including analogous distributions made pursuant to Sections 10.2 and 10.3);

            (c) Third,  to the General  Partner in an amount equal to the excess
of (i) the aggregate  Priority  Return of the General  Partner  accrued from the
Effective Date to the end of the calendar month  immediately  preceding the date
of distribution  pursuant to this Section 4.2(c), over (ii) the sum of all prior
distributions  to the General Partner  pursuant to Sections  4.1(b),  4.1(c) and
4.2(c) (including analogous distributions made pursuant to Section 10.2);

            (d) Fourth,  to the General Partner in an amount equal to the excess
of (i) the  General  Partner's  Capital  Contributions,  other than  pursuant to
Section 2.2(a)(v),  over (ii) the sum of all prior  distributions to the General
Partner   pursuant  to   Sections   4.2(d)  and  2.2(d)   (including   analogous
distributions made pursuant to Section 10.2);

            (e) Fifth, 70% to the Limited Partner and 30% to the General Partner
until all amounts  distributed to the Limited Partner pursuant to this Agreement
(including  any guaranteed  payments made pursuant to Section  2.2(e)) equal the
sum of the Limited  Partner's Capital  Contributions and the aggregate  Priority
Return of the Limited  Partner accrued from the Effective Date to the end of the
calendar month immediately  preceding the date of distribution  pursuant to this
Section  4.2(e),  with the Priority  Return for purposes of this Section  4.2(e)
computed using monthly compounding at the monthly rate of one twelfth of 9%;

                                       22
<PAGE>

            (f) Sixth, 40% to the Limited Partner and 60% to the General Partner
until all amounts  distributed to the Limited Partner pursuant to this Agreement
(including  any guaranteed  payments made pursuant to Section  2.2(e)) equal the
sum of the Limited  Partner's Capital  Contributions and the aggregate  Priority
Return of the Limited  Partner accrued from the Effective Date to the end of the
calendar month immediately  preceding the date of distribution  pursuant to this
Section  4.2(f),  with the Priority  Return for purposes of this Section  4.2(f)
computed using monthly compounding at the monthly rate of one twelfth of 9.5%;

            (g)  Seventh,  10% to the  Limited  Partner  and 90% to the  General
Partner until all amounts  distributed to the Limited  Partner  pursuant to this
Agreement  (including any guaranteed  payments made pursuant to Section  2.2(e))
equal the sum of the Limited Partner's  Capital  Contributions and the aggregate
Priority  Return of the Limited  Partner  accrued from the Effective Date to the
end of the  calendar  month  immediately  preceding  the  date  of  distribution
pursuant to this Section  4.2(g),  with the Priority Return for purposes of this
Section  4.2(g)  computed  using monthly  compounding at the monthly rate of one
twelfth of 10%; and

            (h) Finally, 100% to the General Partner.

         4.3  Amounts  Withheld.  If  required by  applicable  law,  the General
Partner shall cause the  Partnership to withhold such amounts as may be required
from any payment or  distribution  from the  Partnership  to a Partner,  and the
General  Partner shall remit such amounts on a timely basis to the tax authority
or other entity  entitled to them.  Any (a) amounts so withheld or (b) estimated
or other payments to tax authorities  with respect to any Profits or other items
allocable  to the  Partners,  shall be  treated as  amounts  distributed  to the
Partners pursuant to this Section 4 for all purposes.  The General Partner shall
allocate any such amounts among the Partners in accordance with applicable law.

      5. MANAGEMENT

         5.1 Managing Partner; Standard of Care.

            (a) The  Partnership  shall be managed by the General  Partner.  The
Limited  Partner shall not  participate in the  management of the  Partnership's
business, and shall have no power to bind or act on behalf of the Partnership.

            (b) The General  Partner  agrees to discharge  its duties as general
partner of the Partnership with the care, skill,  prudence,  and diligence under
the  circumstances  then  prevailing  that a prudent  Person  acting in the like
capacity  and  familiar  with  such  matters  would  use  in the  conduct  of an
enterprise of a like character and with like aims. The parties  acknowledge that
while the  General  Partner  has agreed to abide by this  standard  of care as a
result of its contractual  agreement in this Section 5.1(b), the General Partner
is not accepting and will not be subject to any fiduciary status under laws that
might be applicable to those  responsible  for or involved with the  investment,
management,  etc., of assets of pension plans or governmental plans, such as the
Employee  Retirement  Income  Security Act of 1974 or [law of Limited  Partner's
state  of   incorporation](and   particularly   any   duties   of   loyalty   or
diversification imposed by those provisions), or any other similar or related

                                       23

<PAGE>

law or  regulatory  authority  of any  state  or other  governmental  authority.
Notwithstanding the foregoing sentence, the General Partner acknowledges it will
be subject to the fiduciary  duties it owes to the Partnership  under applicable
California  partnership  law. The General  Partner  further  agrees that it will
continue at all times during the term of this  Agreement to discharge its duties
as the general partner of the Partnership as above  described,  and that it will
comply with all laws,  rules, and regulations of any  governmental  authority or
agency materially applicable to the transactions contemplated by this Agreement,
and that it will perform in  accordance  with the standards of care set forth in
this Section 5.1(b) and in this Agreement.

         5.2  Authority of Managing  Partner.  The General  Partner  shall have,
subject to the  control of the  Partners  to the  extent  (and only the  extent)
provided  herein,  supervision,  direction  and  control of the  business of the
Partnership.  Subject  to the  limitations  and  restrictions  set forth in this
Agreement,  the General  Partner shall act on behalf of the  Partnership  in all
matters  affecting the management and  supervision  of the  Partnership  and its
business  affairs,  and shall have all rights and powers generally  conferred by
law or otherwise necessary,  advisable or consistent therewith. Without limiting
the scope of the foregoing,  the Partners agree and acknowledge that it is their
intention and desire to confer upon the General  Partner,  to the fullest extent
permissible  under the Act and other  provisions of applicable  law, and subject
only to the  express  limitations  set  forth in  Section  5.3,  full  power and
authority  relative  to  any  and  all  matters  relating  to or  affecting  the
Partnership and its affairs.

            Notwithstanding  any provision of this Agreement,  including without
limitation  Section  5.3,  any  Person  dealing  with the  Partnership  may rely
(without  duty of further  inquiry)  upon a  certificate  signed by the  General
Partner as to:

            (a) The identity of the General Partner or any Partner;

            (b)  The  existence  or  nonexistence  of any  fact or  facts  which
constitute a condition  precedent to acts by the General Partner or which are in
any other manner germane to the affairs of the Partnership;

            (c) The  Persons  who are  authorized  to execute  and  deliver  any
instrument or document of the Partnership; or

            (d) Any act or failure to act by the Partnership or any other matter
whatsoever involving the Partnership or any Partner.

         5.3 Limitations on Rights and Powers.  Except by the unanimous  consent
of the Partners, the General Partner shall not have authority to:

            (a)  Require  additional  Capital  Contributions  to be  made to the
Partnership  in  addition  to the  Capital  Contributions  required  to be  made
pursuant to Section 2.2;

            (b) Enter into or commit to any agreement,  contract,  commitment or
obligation  on behalf of the  Partnership  obligating  the  Limited  Partner  to
contribute  additional  capital,  to make or guarantee a loan or to increase the
Partner's liability either to the Partnership or to third parties;

                                       24
<PAGE>

            (c) Cause the  Partnership  to make any  borrowings,  incur any debt
(except for liabilities, other than borrowings,  incurred in the ordinary course
of business), or assume, guarantee,  endorse or otherwise become liable (whether
directly, contingently or otherwise) for obligations of any other Person;

            (d)  Receive or permit  any  Partner  or  Affiliate  of a Partner to
receive any fee or rebate except as set forth in Section 5.5, or to  participate
in  any  reciprocal  business   arrangements  that  would  have  the  effect  of
circumventing any of the provisions of this Agreement;

            (e) Materially alter the business of the Partnership;

            (f) Do any act in contravention of this Agreement;

            (g) Possess  Property,  or assign rights in specific  Property,  for
other than a Partnership purpose; or

            (h) Admit any Person as a Partner,  except pursuant to Sections 8.1,
8.2, 8.6, 9.1 or 9.5.

Except as expressly provided in this Agreement, no action specified on the
attached Exhibit B shall be taken by the General Partner without the prior
written approval of the Partners.

         5.4 Project Acquisition.

            (a) In order for any  Qualifying  Project  to be  contributed  to or
acquired by the Partnership, and before the Limited Partner shall be required to
make any  Capital  Contribution  for such a  Qualifying  Project  under  Section
2.2(b),  the General  Partner shall submit to the  Investment  Committee for its
approval (i) all of the items listed on the  acquisition  checklist  attached as
Exhibit C, to the extent  reasonably  available,  and (ii) a pro-forma budget in
the form  attached  as Exhibit F (as so  approved,  the  "Acquisition  Pro-Forma
Budget").  The General Partner's proposal shall include a recommendation whether
the  Partnership  should  acquire the Qualifying  Project  directly or through a
subsidiary  at  least  99% of  which  is owned  directly  or  indirectly  by the
Partnership,  and the reasons why,  together  with draft  documentation  for the
organization of the proposed subsidiary, if applicable. The structure, ownership
and documentation of the subsidiary, if applicable, shall be subject to approval
by  the  Limited  Partner,  not  to be  unreasonably  withheld.  The  Investment
Committee  may also  determine  to acquire a  Qualifying  Project or  Qualifying
Projects through the use of subsidiaries of the Partnership;  provided, however,
that the General  Partner must approve in advance the  structure,  ownership and
documentation of such subsidiaries.

            (b) If a Qualifying Project is submitted to the Investment Committee
for approval for acquisition prior to the receipt by the Investment Committee of
all of the items on the Acquisition  Checklist,  or prior to the satisfaction of
the conditions set forth in Section 5.4(a) above, the Qualifying  Project may be
acquired by a single member limited  liability company formed by a PSA Affiliate
that is treated  for  income tax  purposes  as a  disregarded  entity and has no
assets,  liabilities  or business,  other than its ownership of such  Qualifying
Project.  The  Investment  Committee  may  approve  the  Qualifying  Project for
acquisition no later than the earlier to occur of thirty (30) days (as such date

                                       25

<PAGE>

may be extended with the consent of all members of the Investment  Committee and
provided that such date, in any event, is within the Acquisition  Period) after:
(i) the receipt by the Investment  Committee of any  insufficient  or previously
omitted items in the  Acquisition  Checklist and the  satisfaction  of the other
conditions  set  forth in  Section  5.4(a)  above  and (ii) the  receipt  by the
Investment  Committee  of  written  notice  from the  General  Partner  that the
insufficient or previously  omitted items in the  Acquisition  Checklist are not
reasonably  available.  If the  Investment  Committee  approves  the  Qualifying
Project for acquisition  during such period,  then the Partnership shall accept,
in lieu  of a deed,  a  transfer  of all  ownership  interests  in that  limited
liability  company,  provided  that the  General  Partner  and PSA,  jointly and
severally,  agree to indemnify the Limited Partner against any loss or liability
to the Partnership  that is attributable to that limited  liability  company and
that would not have been incurred by the  Partnership if the Qualifying  Project
had been acquired and held directly by the Partnership,  rather than through the
limited  liability  company,  and provided further that the transfer is effected
pursuant  to an  agreement  in form and  substance  satisfactory  to the Limited
Partner. If the Investment Committee does not approve the Qualifying Project for
acquisition  during such period, or if the Qualifying Project is not acquired by
the Partnership  during such period,  despite the exercise by General Partner of
its  reasonable  best efforts to provide such missing or  insufficient  items or
satisfy such  conditions,  the General  Partner shall be deemed to have rejected
such  Qualifying  Project  and the  Partnership  shall have no  interest in such
Qualifying Project or in such single member limited liability company; provided,
however, that if the General Partner delivers notice to the Investment Committee
pursuant to clause (ii) above, the rejection of, or the failure to acquire, such
Qualifying  Project  shall not  constitute  a rejection  for purposes of Section
6.2(c) below.

            (c) An environmental  assessment report for each Qualifying  Project
shall be prepared by a third-party consultant acceptable to the Partners and, if
such Qualifying Project is approved for acquisition by the Investment Committee,
shall be paid for by the  Partnership  under a scope of work  acceptable  to the
Partnership.  In  addition,  a physical  inspection  report for each  Qualifying
Project  shall  be  prepared  by PSA  under a scope  of work  acceptable  to the
Partnership;  provided,  however,  that  (i)  upon the  request  of the  Limited
Partner,  the  physical  inspection  report  shall be prepared by a  third-party
consultant  acceptable  to the  Partners  and,  if such  Qualifying  Project  is
approved  for  acquisition  by  the  Investment   Committee,   such  third-party
consultant  shall  be paid  by the  Partnership;  provided,  however,  that  the
Partnership  shall only be responsible for the costs of the physical  inspection
report up to $5,000,  with any excess being paid for by the Limited Partner;  or
(ii) upon the request of the General  Partner,  the physical  inspection  report
shall be prepared by a  third-party  consultant  acceptable  to the Partners and
such  third  party  consultant  shall be paid by the  Partnership.  The  General
Partner shall provide to the Limited Partner's  advisor and attorneys,  promptly
upon receipt by the General Partner drafts of the acquisition  agreement,  title
commitment, an ALTA as-built survey, documents of record and all other items set
forth on Exhibit C. The General Partner shall use its reasonable best efforts to
deliver such items to the Limited  Partner's  advisor and  attorneys at least 15
days prior to the  expiration of the due  diligence  period with respect to such
Qualifying Project.

            (d) Draft  copies of the deed into the  Partnership  and the closing
statement  shall be furnished to the Limited  Partner  promptly upon receipt.  A
copy of the final closing  statement for the acquisition and the final deed into
the  Partnership  shall  be  furnished  to the  Limited  Partner's  advisor  and

                                       26

<PAGE>

attorneys  within  three days and 30 days,  respectively,  after  payment of the
Capital  Contribution  for a Project.  Copies of the final  title  policy in the
amount of the  purchase  price of a Project  shall be furnished  promptly  after
receipt from the title  company,  and, in any event,  within thirty (30) days of
closing.

            (e) All phases of selection and acquisition of Qualifying  Projects,
and  renovation  or repair of Projects  shall be carried out by employees of PSA
Affiliates and independent contractors engaged by the General Partner for and on
behalf of the  Partnership.  The General  Partner and the Limited  Partner shall
attempt,  to the extent  feasible,  to develop an  approved  list of  engineers,
environmental and other consultants for the Qualifying Projects.  PSA Affiliates
shall be responsible for arranging, supervising and coordinating all activities,
purchases  and  services  associated  with the  acquisition  of each  Qualifying
Project which is or is to become a Project including,  without  limitation,  the
following:

            (i) Review and analysis of the  suitability  for the  Partnership of
         each Qualifying Project;

            (ii) Negotiation and  documentation of the terms of each acquisition
         of a Qualifying Project;

            (iii) Conduct of such "due diligence" and obtaining of such studies,
         reports  and  approvals  as  are  required  in   connection   with  the
         prospective  acquisition  of each  property,  including  a  review  and
         studies, reports and approvals, as required, as to soils, environmental
         issues,  including  mold,  seismic  issues,  flood  zone,  permits  and
         licenses,  title and survey matters,  zoning and other land use issues,
         the physical  condition of the  improvements and review of the standard
         lease form and construction and operating history;

            (iv)  Negotiation  and closing of the acquisition of each Qualifying
         Project;

            (v) Coordination with contractors regarding costs and performance of
         renovations;

            (vi)  Negotiation and preparation for execution by the  Partnership,
         or for the account of the  Partnership,  by PSA Affiliates of contracts
         for  renovation and other  contracts for the supply of services  and/or
         materials  necessary  to perform and complete  the  renovation  of each
         Project;

            (vii)  Negotiation,  preparation  and execution of all change orders
         relating to renovation work;

            (viii) Review and approval of applications for payment  submitted by
         contractors  in  connection  with the  renovation  of each  Project and
         maintenance of accurate and complete books of account and other records
         relating thereto;

                                       27

<PAGE>

            (ix)  Performance  of  normal  business  functions  of an  owner  of
         property in  administering  all aspects of the renovation,  maintenance
         and repair of each Project (including property acquisition);

            (x) The engagement of such independent  contractors and professional
         firms including,  but not limited to, inspectors,  construction  firms,
         architects,   environmental  and  other   consultants,   engineers  and
         attorneys,  as may be required or  appropriate  in connection  with the
         foregoing,  it being  understood  and agreed that  virtually all of the
         activity  described  above in this  Section 5.4 will be  undertaken  by
         independent  contractors  and  firms  whose  charges  will be  borne as
         provided in this Agreement.

            (f) In the event that a  Qualifying  Project is  contributed  to the
Partnership  by a PSA  Affiliate,  such PSA  Affiliate  shall  assign all of its
rights under the acquisition  agreement relating to such Qualifying Project, and
any related agreements, to the Partnership in connection with such contribution.

         5.5 Compensation and Reimbursement. Subject to the limitations provided
herein,  PSA Affiliates shall be entitled to receive the following  compensation
and reimbursement from the Partnership:

            (a) The Partnership shall enter into the Management Agreement in the
form attached as Exhibit D (provided  that in the event of any conflict  between
the  Management  Agreement and this  Agreement,  this  Agreement  shall prevail)
relative to the operation and management of each Project,  pursuant to which PSA
Affiliates  shall be entitled to receive a  management  fee equal to 6% of gross
operating  revenues received by the Partnership from each Project (not including
revenue  earned  pursuant to the Master Lease  Agreement  referred to in Section
5.5(e)  below or any revenue  earned  with  respect to truck  rental  operations
undertaken at the Projects) and to the reimbursement of costs in accordance with
Section 13.3(c) of this Agreement;

            (b) In connection with the  acquisition of each Qualifying  Project,
PSA Affiliates shall be entitled to reimbursement  for Acquisition Costs and PSA
Affiliates Operating Costs as and to the extent provided in Section 2.2;

            (c) PSA Affiliates shall be entitled to reimbursement, on submission
of an itemized account,  of all sums paid to unaffiliated  Persons for goods and
materials for the direct benefit of the Partnership;

            (d) PSA Affiliates shall be entitled to reimbursement for the direct
personnel  cost  (without  overhead)  for tax  preparation  and  other  services
provided for the conduct of the Partnership's affairs,  including preparation of
reports to the Limited Partner, as distinguished from acquisition,  development,
operation and management of the Projects, provided such cost does not exceed the
amount the  Partnership  would be required to pay other  Persons not  affiliated
with the General Partner for comparable services; and

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<PAGE>

            (e) The  Partnership  shall enter into the Master Lease Agreement in
the form  attached  as Exhibit E relative  to the lease of space to the  General
Partner or its  Affiliate  in the  Projects  for  retail  storage  related  uses
involving the general public and self-storage tenants.

Except as expressly provided for in this Section 5.5 or otherwise approved by
the Partners, no payment shall be made by the Partnership to a PSA Affiliate for
services of such PSA Affiliate or any officer or employee thereof.

         5.6 Hazardous Materials.

            (a) The General  Partner  shall use its  reasonable  best efforts to
keep and maintain the Property in compliance  with, and to not cause,  and shall
use its  reasonable  efforts to not permit,  the Property to be in violation of,
any Hazardous  Materials  Laws.  The General  Partner  shall not use,  generate,
manufacture, store or dispose of on, under or about the Property or transport to
or from the Property (and shall use its reasonable  efforts not to permit anyone
else to do any of the foregoing) in violation of any Hazardous Material Laws.

            (b) The General  Partner  shall  immediately  advise the Partners in
writing of (i) any and all enforcement,  cleanup, removal, or other governmental
or  regulatory  actions  instituted,  completed  or  threatened  pursuant to any
Hazardous  Materials  Laws of which  actions  the  General  Partner  has  actual
knowledge;  (ii) all claims made or  threatened  by any third party  against the
Partnership  or any Partner or the Property  relating to damage,  loss or injury
resulting  from,  or  contribution,  cost  recovery  or  compensation  for,  any
Hazardous  Materials,  of which claims the General Partner has actual  knowledge
(the matters set forth in clauses (i) and (ii) above are  collectively  referred
to in this  Agreement as "Hazardous  Materials  Claims");  and (iii) the General
Partner's  actual  knowledge of any occurrence or condition on any real property
adjoining  or in the  vicinity of the Property  that the General  Partner  knows
could cause the Property or any part  thereof to be subject to any  restrictions
on the ownership,  occupancy,  transferability  or use of the Property under any
Hazardous Materials Laws.

            (c) Without the prior written approval of all Partners,  the General
Partner  shall not take any  remedial  action in response to the presence of any
Hazardous  Materials  on,  under or  about  the  Property,  nor  enter  into any
settlement  agreement,  consent  decree  other  compromise  in  respect  to  any
Hazardous Materials Claims;  provided,  however,  that the prior approval of all
Partners  shall not be  necessary  in the event that the  presence of  Hazardous
Materials  on, under or about the Property or if an imminent  threat of material
contamination  to the  Property  exists which can only be prevented by immediate
action,  in the  reasonable  belief  of the  General  Partner,  either  poses an
immediate  threat to the health,  safety or welfare of any  individual  or is of
such a nature that an immediate  remedial  response is  necessary  and it is not
possible to obtain such Partners'  approval before taking such action,  provided
that in such event the  General  Partner  shall  notify all  Partners as soon as
practicable  of any action so taken.  All Partners  agree not to withhold  their
approval,  where  approval is  required  under this  Agreement,  if either (i) a
particular remedial action is ordered by a court of competent  jurisdiction,  or
(ii) the General  Partner  establishes to the  satisfaction of the Partners that
there is no reasonable alternative to such remedial action which would result in
less impairment of the value of the Property.

                                       29

<PAGE>

      6. ACTION BY PARTNERS; INVESTMENT COMMITTEE

         6.1 Action by Partners.  No annual or regular  meetings of the Partners
are required to be held. However, meetings of the Partners may be held if called
by the General  Partner or any Partner upon at least four  Business  Days' prior
written  notice.  Any consents  required of the Partners  hereunder  shall be in
writing and shall be filed by the General  Partner with the books and records of
the Partnership.

         6.2 Investment Committee.

            (a)  The  Partnership  shall  have  an  investment   committee  (the
"Investment  Committee") which shall consist of three members, two of whom shall
be appointed by the Limited Partner as its representatives and one of whom shall
be  appointed  by the  General  Partner as its  representative.  Initially,  the
Limited  Partner  appoints  [Person A] and  [Person B] and the  General  Partner
appoints Harvey Lenkin, as the members of the Investment Committee. In the event
of the death or  resignation  of any member of the  Investment  Committee or the
removal of any member of the  Investment  Committee by the Partner who appointed
the same,  the  Partner  originally  appointing  such  member of the  Investment
Committee  shall  have  the  right  to  appoint  his  or  her  successor  as its
representative.

            Meetings of the members of the Investment Committee shall be held by
conference  telephone or at the principal executive office of the Partnership or
another  appropriate and convenient  location designated by the General Partner.
Meetings  may be called at any time by the  General  Partner or by any member of
the  Investment  Committee  upon at least seven  Business  Days'  prior  written
notice.  Alternatively,   any  action  requiring  approval  or  consent  of  the
Investment  Committee may be taken in writing,  executed by any two of the three
members of the  Investment  Committee,  provided  one of the two  members is the
General Partner's  representative.  Any action requiring  approval or consent of
the  Investment  Committee  will be  deemed to mean  approval  or  consent  by a
majority of the Investment Committee members.

            (b) Subject to Section  6.2(c),  in the event that any PSA Affiliate
(other than a Hughes Affiliate)  desires to acquire a Qualifying  Project during
the  Acquisition  Period,  then the General Partner shall afford the Partnership
the first  right and  opportunity  to acquire  and own the  proposed  Qualifying
Project  on the terms and  conditions  set forth in this  Agreement.  During the
Acquisition  Period,  neither the Limited  Partner,  nor any of its  Affiliates,
shall  directly  or  indirectly  acquire a  Qualifying  Project,  other than (i)
through the Partnership; (ii) through open-ended co-mingled funds with a primary
focus that is not self-storage  where neither the Limited Partner nor any of its
Affiliates has investment discretion; (iii) through an investment in a portfolio
that,  in the form it is offered to the Limited  Partner,  includes no more than
10% self-storage  properties by value; or (iv) through noncontrolling  interests
in publicly-traded securities.

            (i) In such case,  the General  Partner shall provide to the members
         of the  Investment  Committee a detailed  description of the Qualifying
         Project, including the materials described in Section 5.4(a), any costs
         for which the General Partner's Capital Account is to be credited under
         Section  2.2(a)(iii),  an  Acquisition  Pro-Forma  Budget  in the  form
         attached  as  Exhibit F and such  other  pertinent  information  as the

                                       30
<PAGE>

         Investment  Committee shall reasonably  request.  Upon receipt thereof,
         the Investment  Committee shall have the option, to be exercised within
         30 days, to give approval for the Qualifying  Project to be acquired by
         the Partnership as a Project;  provided that if the materials  provided
         by the General Partner are incomplete or conditions remain unsatisfied,
         the  Investment  Committee  shall  proceed in  accordance  with Section
         5.4(b).

            (ii) In the event the  Investment  Committee  shall not timely elect
         to, or elects not to, have the Qualifying Project included as a Project
         subject to the terms of this Agreement, PSA Affiliates shall be free to
         acquire such Qualifying  Project outside of the  Partnership,  in which
         event the  Partnership  and the Limited  Partner  shall have no further
         rights  or  interests  therein.  In the event  there  shall be a 10% or
         greater reduction in the aggregate costs of such Qualifying Project (as
         compared to the information  submitted under Section  6.2(b)(i)) or any
         other  material  change  in the  information  submitted  under  Section
         6.2(b)(i),  then the  Qualifying  Project shall be  resubmitted  to the
         Investment Committee pursuant to this Section 6.2(b).

            (c) The  Partnership's  first right to acquire  Qualifying  Projects
under Sections  1.7(b) and 6.2(b) shall  terminate if the General  Partner shall
have presented to the Investment Committee three or more consecutive submissions
of  Qualifying  Projects (or  portfolios of  Qualifying  Projects)  that involve
aggregate Acquisition Costs of $50,000,000 or more, each of which has a Yield of
8% per year or more,  and the  Investment  Committee  shall have  elected not to
approve such Qualifying  Projects (or  portfolios) as Projects  pursuant to this
Agreement.  Notwithstanding the foregoing,  in the event that (i) the Investment
Committee  rejects a Qualifying  Project proposed by the General Partner because
the General Partner failed to provide certain items on the Acquisition Checklist
which the Limited  Partner  determined  to be  material,  or (ii) the  Qualified
Project is not acquired by the  Partnership  from a PSA Affiliate  under Section
5.4(b) because of the General Partner's failure to provide (or the insufficiency
of) items on the Acquisition  Checklist,  or to otherwise satisfy the conditions
of Section  5.4(a),  all as provided  in Section  5.4(b),  then such  Qualifying
Project shall be excluded from the determination in the preceding sentence.

            (d) The General  Partner shall prepare and submit a Business Plan to
the Investment Committee on or before November 15 of each Fiscal Year that shall
apply to the twelve-month period beginning on January 1 of the subsequent Fiscal
Year.  The Annual  Business  Plan shall  include  an  estimated  budget for each
Project  for the  subsequent  Fiscal  Year  and a  report  aggregating  all such
information for all Projects.

            (e) The General  Partner shall provide to the  Investment  Committee
any report  that any member  might  reasonably  request,  if  available  without
significant  cost or effort,  including,  but not  limited  to,  analyses of the
Properties and the market, market rent surveys,  tenant traffic reports,  tenant
turnover  statistics,  tenant  demographic  profiles,  projected  market values,
projected income and expense statements, projected cost breakdowns and cash flow
analyses,   summaries  of  the  overall  plan  of  operations  and  contemplated
transactions, insurance coverages and the like applicable to the Properties.

                                       31

<PAGE>

      7. BOOKS AND RECORDS; FISCAL MATTERS

         7.1 Books and Records.  The Partnership  shall keep adequate  financial
books and records in accordance with generally accepted  accounting  principles.
The books and records  shall be kept at the  principal  executive  office of the
Partnership  and shall set forth a true and  accurate  account  of all  business
transactions  arising  out  of  and  in  connection  with  the  conduct  of  the
Partnership.  Any Partner or its designated representative shall have the right,
at any reasonable  time during  ordinary  business  hours, to have access to and
inspect  and copy the  contents  of any of the  Partnership's  books and records
(financial  or  otherwise)  and  records of any PSA  Affiliates  relating to the
Projects. The Partnership shall not, without the consent of the Partners,  which
shall not be unreasonably withheld or delayed, vary the Partnership's accounting
methods,  change its Fiscal Year or make other major  decisions  with respect to
treatment of various transactions for bookkeeping or accounting purposes.

         7.2 Reports.  The General Partner shall furnish to each Partner, at the
expense of the  Partnership,  such  statements and reports of the Partnership as
the Partners may determine or which may be required under the Act, including the
following:

            (a) within 25 days of the end of each  month,  operating  statements
for  each of the  Projects  for  such  month,  including  occupancy  reports,  a
consolidated  operating statement of the Projects for that month and a statement
detailing Partnership investment of funds;

            (b) within 40 days of the end of each of the fiscal quarters of each
Fiscal Year, a balance sheet, a profit and loss  statement,  a statement of cash
flows and a statement of changes in partner's capital accounts, which statements
need not be audited but shall be prepared in accordance with generally  accepted
accounting  principles  (except  that  quarterly  statements  need  not  include
footnotes), and shall be certified as fairly presenting the financial results by
the chief financial officer of the General Partner;

            (c) within 40 days of the end of each of the fiscal quarters of each
Fiscal Year, a report setting forth the variance  between the Project  operating
budget and actual results on a Project and consolidated basis;

            (d) within 90 days of the end of each Fiscal Year, audited financial
statements of the  Partnership  for such Fiscal Year certified by such so-called
"Big Four" firm of  independent  public  accountants  as may be  approved by the
Investment  Committee  for  the  term  of the  Partnership,  provided  that  the
Partnership shall only pay such firm an amount equal to what would be charged by
Ernst & Young LLP for comparable  services with the balance, if any, paid by the
Limited Partner which shall receive no credit in connection with the Partnership
for such payment; and

            (e) within 40 days of the end of each of the fiscal quarters of each
Fiscal Year, (1) a quarterly trial balance report for each Project  individually
and on a consolidated  basis and (2) an electronic report of quarterly  activity
for each Project.

         Examples of the reports  required by Section  7.2(a),  (b), (c) and (e)
are attached hereto as Exhibit M.

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<PAGE>

         7.3 Tax  Information.  The General  Partner shall cause the Partnership
accountants  to  prepare  and file on a timely  basis all  income  and other tax
returns of the  Partnership.  The General Partner shall have the accounting firm
that audits the Partnership's  financial  statements review and sign as preparer
the  Partnership's  Federal  and state  income tax  returns;  provided  that the
Partnership shall only pay such firm an amount equal to what would be charged by
Ernst & Young LLP for comparable  services with the balance, if any, paid by the
Limited Partner which shall receive no credit in connection with the Partnership
for such  payment.  The General  Partner  shall submit such  Federal  income tax
returns to the Limited  Partner for the  Limited  Partner's  review at least ten
Business Days before filing such returns.  The General  Partner shall furnish to
the Limited Partner a copy of such return,  together with any schedules or other
information  which each Partner may reasonably  require in connection  with such
Partner's own tax affairs within 90 days of the end of each Fiscal Year.

         7.4  Fiscal  Year.  The  Fiscal  Year of the  Partnership  shall be the
calendar year.

         7.5 Tax Matters  Partner.  The General Partner is hereby  designated by
the  Partners  as,  and shall be  specifically  authorized  to act as,  the "Tax
Matters Partner" under the Code and in any similar capacity under state or local
law,  and to  expend  Partnership  funds  for  professional  services  and costs
associated therewith.

         7.6 Tax  Elections  Made by Managing  Partner.  The General  Partner on
behalf of the  Partnership  may make any and all elections for tax purposes with
respect to the  Partnership,  with the  consent of the  Limited  Partner,  which
consent  will not be  unreasonably  withheld or  delayed.  At the request of any
Partner, the Partnership will make an election under Code Section 754

         7.7 Taxation as a Partnership.  The Partners will use their  reasonable
best efforts to cause the  Partnership to be treated as a partnership for income
tax purposes.

         7.8 Avoidance of Unrelated Business Taxable Income. The General Partner
acknowledges  that the  Limited  Partner  generally  expects  to be exempt  from
federal income taxes, and wishes to avoid receipt of income that otherwise would
be  considered  unrelated  business  taxable  income.  Accordingly,  the General
Partner  shall use its  reasonable  best  efforts to conduct  the  Partnership's
operations  at all times in a manner  that will  avoid  subjecting  the  Limited
Partner or any Affiliate to regular corporate income tax or to tax on "unrelated
business  taxable  income" under Section 511 of the Code. In  furtherance of the
foregoing (and not in limitation  thereof),  notwithstanding any other provision
herein to the contrary, absent specific written approval of the Limited Partner,
the  Partnership  shall conduct its operations in accordance  with the following
provisions at all times:

            (a)  The   Partnership's   business  shall  be  limited  to  owning,
operating,  and disposing of the Projects.  The Partnership  shall not engage in
any other business activities.

            (b) The  Partnership  shall not incur or continue  any  "acquisition
indebtedness" as defined in Section 514 of the Code.

                                       33

<PAGE>

            (c) The Partnership  shall be a lessor of personal  property only if
the rents attributable to such personal property are an incidental amount of the
total  rents  received  or  accrued  under a lease of real  property  within the
meaning of Section 512(b)(3)(A)(ii) of the Code.

            (d) The  Partnership's  lease agreements shall not provide for rents
that  depend in whole or in part on the income or profits  derived by any Person
from the leased property.

            (e) The  Partnership  shall not  provide  services to lessees of the
Property,  other than  services  that are  usually or  customarily  rendered  in
connection with the rental of space for occupancy only.

            (f) The  Partnership  shall not hold property  primarily for sale to
customers in the ordinary  course of business or hold stock in trade or property
of a kind which would be included  in  inventory  if on hand at the close of its
taxable year.

            (g) Any sales of locks,  boxes,  packing or other such  materials at
any Project, or any trucks rentals from any Project,  will be performed by a PSA
Affiliate  under the Master Lease  Agreement  (and a PSA Affiliate will reinsure
policies  issued to tenants to protect  goods  stored by the  tenants);  no such
revenue will be earned by or reported by the Partnership.

      8. TRANSFER OF INTERESTS

         8.1 Transfer of Interest of General Partner.  The General Partner shall
not  Transfer all or any portion of its  Interest in the  Partnership  except in
connection with the merger or reorganization of the General Partner into another
entity or the transfer of all or  substantially  all the assets of, or ownership
in, the General  Partner or the assumption of the rights and  obligations of the
General  Partner  by another  entity in  connection  with any such  transaction.
Notwithstanding  the foregoing,  the General  Partner,  shall,  at all times, be
controlled  by PSA. As used in this Section 8.1, the term  "control"  (including
the term "controlled by") means the possession, direct or indirect, of the power
to direct or cause the  direction  of the  management  and policies of a Person,
whether through the ownership of voting securities, by contract, or otherwise.

         8.2 Transfer of Interest of Limited Partner.  The Limited Partner shall
not  Transfer  all or any portion of its  Interest  unless all of the  following
conditions are  satisfied,  in which event the transferee of such Interest shall
be admitted as a Limited Partner:

            (a) Such  transfer  is  approved  by the  General  Partner  and each
Partner.

            (b) The transferor  and transferee  shall execute and deliver to the
Partnership  such  documents and  instruments of transfer as may be necessary or
appropriate in the opinion of counsel to the Partnership to effect such Transfer
and to confirm the agreement of the  transferee to be bound by the provisions of
this Agreement as a Partner and that the Transfer shall not constitute a default
under any other agreement to which the Partnership is a party. In all cases, the
Partnership  shall be reimbursed by the  transferor  and/or  transferee  for all
costs and expenses that it reasonably incurs in connection with such Transfer.

                                       34

<PAGE>

            (c) The  transferor  shall furnish to the  Partnership an opinion of
counsel,  which  counsel and opinion  shall be  reasonably  satisfactory  to the
Partnership,  that the Transfer will not cause the  Partnership to terminate for
federal income tax purposes or result in a "change of ownership" as that term is
defined by applicable property tax law, and that such a termination or change in
ownership will not have a significant  adverse effect on the  Partnership or its
remaining Partners.

            (d) The transferor and transferee shall furnish the Partnership with
the  transferee's  taxpayer  identification  number,  sufficient  information to
determine the transferee's  initial tax basis in the Interest  transferred,  and
any other information reasonably necessary to permit the Partnership to file all
required  federal and state tax returns and other legally  required  information
statements or returns.  Without  limiting the generality of the  foregoing,  the
Partnership  shall not be required to make any distribution  otherwise  provided
for in this  Agreement  with respect to any  transferred  Interest  until it has
received  such  information.  (e) Either (i) such  Transfer  shall be registered
under  the  Securities  Act of  1933,  as  amended,  and  any  applicable  state
securities  laws,  or (ii) the  transferor  shall provide an opinion of counsel,
which  opinion and counsel  shall be  satisfactory  to the  Partnership,  to the
effect  that  such  Transfer  is exempt  from all  applicable  registration  and
qualification   requirements  and  that  such  Transfer  will  not  violate  any
applicable laws regulating the sale of securities.

         8.3  Prohibited  Transfers.  Any purported  Transfer of an Interest not
satisfying the  requirements of Section 8.1 (in the case of the General Partner)
or of Section  8.2 (in the case of the Limited  Partner)  shall be null and void
and of no effect  whatever;  provided  that, if the  Partnership  is required by
proper  authority to recognize a Transfer not  satisfying  the  requirements  of
Section 8.1 (in the case of the General  Partner) or Section 8.2 (in the case of
the Limited Partner),  the Interest transferred shall be strictly limited to the
transferor's  rights  to  allocations  and  distributions  as  provided  by this
Agreement  with  respect to the  transferred  Interest,  which  allocations  and
distributions  may be applied  (without  limiting  any other legal or  equitable
rights of the Partnership) to satisfy any debts,  obligations or liabilities for
damages  that the  transferor  or  transferee  of such  Interest may have to the
Partnership.  Except as otherwise  required under the Act, such transferee shall
have  no  right  to  any  information  or  accounting  of  the  affairs  of  the
Partnership,  shall not be  entitled  to  inspect  the books or  records  of the
Partnership,  and shall not have any of the rights of a Partner under the Act or
this Agreement until such time, if at all, that it is admitted as a Partner.  In
the case of a  Transfer  or  attempted  Transfer  of an  Interest  that is not a
permitted  Transfer,  the  parties  engaging  or  attempting  to  engage in such
Transfer shall indemnify and hold harmless the Partnership and all Partners from
all cost,  liability and damage that any of such  indemnified  Persons may incur
(including,  without  limitation,  incremental tax liability and attorneys' fees
and expenses) as a result of such Transfer or attempted  Transfer and efforts to
enforce the indemnity granted hereby.

         8.4  Representations;   Legend.  Each  Partner  hereby  represents  and
warrants to the Partnership and the Partners that such Partner's  acquisition of
an Interest  hereunder is made as principal  for such  Partner's own account and
not for resale or  distribution  of such Interest.  Each Partner  further hereby
agrees  that the  following  legend may be placed upon any  counterpart  of this
Agreement,   or  any  other  document  or  instrument  evidencing  ownership  of
Interests:

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                           The Interest represented by this document has not
         been registered under any securities laws and the transferability of
         such Interest is restricted. Such Interest may not be sold, assigned or
         transferred, nor will any assignee, vendee, transferee or endorsee
         thereof be recognized as having acquired any such Interest by the
         issuer for any purposes, unless (i) a registration statement under the
         Securities Act of 1933, as amended, with respect to the transfer of
         such Interest shall then be in effect and such transfer has been
         qualified under all applicable state securities laws, or (ii) the
         availability of an exemption from such registration and qualification
         shall be established to the satisfaction of counsel to the Partnership.

                           The Interest represented by this document is subject
         to restriction as to its sale, transfer, hypothecation or assignment as
         set forth in the Limited Partnership Agreement of PSAF Acquisition
         Partners, L.P. and agreed to by each Partner. Said provision restricts,
         among other things, the right of any transferee to become a Partner.
         Said Agreement further provides for an option to purchase the Interest
         represented by this document under certain circumstances described
         therein.

         8.5 Distributions and Allocations in Respect to Transferred  Interests.
If any Interest is sold, assigned or transferred during any accounting period in
compliance  with the  provisions of this Section 8, Profits,  Losses,  each item
thereof and all other items  attributable to the  transferred  Interest for such
period shall be divided and allocated  between the transferor and the transferee
by taking into account their varying  interests  during the period in accordance
with Code Section 706(d), using any conventions permitted by law and selected by
the  transferring  Partners.  All  distributions  on or before  the date of such
transfer shall be made to the transferor, and all distributions thereafter shall
be made to the  transferee.  Solely for purposes of making such  allocations and
distributions,  the Partnership shall recognize such transfer not later than the
end of the calendar  month  during  which it is given  notice of such  transfer,
provided that if the Partnership does not receive a notice stating the date such
Interest was transferred  and such other  information as the General Partner may
reasonably  require within 30 days after the end of the accounting period during
which the transfer  occurs,  then all of such items shall be allocated,  and all
distributions  shall be made,  to the  Person  who,  according  to the books and
records of the  Partnership,  on the last day of the  accounting  period  during
which  the  transfer  occurs,  was  the  owner  of  the  Interest.  Neither  the
Partnership,  the General Partner nor the Partners shall incur any liability for
making  allocations and  distributions in accordance with the provisions of this
Section 8.5, whether or not the Partnership, the General Partner or the Partners
have knowledge of any transfer of ownership of any Interest.

         8.6 Right to Transfer to Affiliates. Notwithstanding anything herein to
the contrary,  both the General Partner and Limited Partner shall have the right
to Transfer their  Interests to an Affiliate,  provided that such Transfer shall
not relieve such Partner of its  obligations  under this  Agreement,  and in the
case of such a Transfer by the General Partner,  the successor Affiliate may, at
the General  Partner's  election,  be admitted as a  replacement  or  additional
general partner upon complying with the requirements of Section 8.2(b)-(e).


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<PAGE>

      9. OPTIONS TO PURCHASE

         9.1 General  Partner's  Option to Purchase.  The General  Partner shall
have the right and option (but not the obligation) to purchase all (but not less
than all) of the Interest of the Limited Partner on the terms and conditions set
forth in this Section 9 (or cause the  Partnership to make such purchase and, in
that  case,  to  supply or  arrange  for the  required  funding  to permit  such
purchase).  The option granted  pursuant to this Section may be exercised by the
General Partner by delivery of a notice (the "General Partner Purchase  Notice")
to the Limited Partner at any time within the six month period commencing on the
date 54 months after the Effective Date (the date the General  Partner  Purchase
Notice is delivered will be the "Purchase Notice Date").  If the General Partner
exercises its option and the General Partner determines that it does not wish to
continue to hold an ownership  interest in certain of the Projects,  the Partner
agree to cooperate to have the Partnership dispose of those Projects.

         9.2 Consideration.  The purchase  consideration  payable by the General
Partner to the Limited Partner shall be the Net Equity of the Limited  Partner's
Interest determined as set forth in Section 9.3 and shall be payable in cash. If
the  Limited  Partner's  Net  Equity  with  respect to the  Interest  purchased,
combined with all prior  distributions  received by the Limited  Partner,  would
produce a Shortfall,  the General  Partner  shall  contribute  cash equal to the
amount  of the  Shortfall  to  the  Partnership,  which  the  Partnership  shall
distribute to the Limited Partner as a guaranteed payment as provided in Section
10.3.

         9.3  Determination  of Net  Equity.  The  Net  Equity  of  the  Limited
Partner's  Interest  to be  purchased  shall  be  determined,  without  audit or
certification,  from the books and  records  of the  Partnership  by the firm of
independent  public accountants  regularly employed by the Partnership.  The Net
Equity of the Limited  Partner's  Interest to be purchased  shall be  determined
within 15 days after such accountants are apprised in writing of the Fair Market
Value of the  Property,  and the amount of such Net Equity shall be disclosed to
the Partners by written notice. The Net Equity determination of such accountants
shall be final and binding in the absence of manifest error.

         9.4  Determination  of Fair Market Value.  The Fair Market Value of the
Property shall be determined as follows:

            (a) The  General  Partner  shall  provide  the  Limited  Partner its
estimate of the value of the Property with the General Partner  Purchase Notice.
If the Limited  Partner does not provide the General Partner with an approval of
the estimate of value within 45 days of receiving the General Partner's estimate
of value of the Property,  then such value shall be deemed to be rejected as its
Fair Market Value.

            (b) If the Limited Partner rejects or, pursuant to clause (a) above,
is deemed to reject the General  Partner's  estimate of value,  then the General
Partner shall engage an Appraiser (the "First Appraiser"). The First Appraiser's
engagement  shall require the Appraiser to determine the Appraised  Value of the
Property,  and to submit such appraisal and determination to each of the General
Partner and the Limited Partner within 60 days of engagement.

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<PAGE>

            (c)  Within  20  days   after   receipt   of  such   appraisal   and
determination,  the Limited  Partner  shall  notify the General  Partner and the
First  Appraiser as to whether it accepts or rejects the Appraised  Value of the
Property.  If the  Limited  Partner  rejects  the  Appraised  Value of the First
Appraiser,  it shall  engage  another  Appraiser  (the "Second  Appraiser")  and
include its name in the notice of rejection. In the absence of acceptance of the
Appraised  Value prepared by the First  Appraiser,  the Limited Partner shall be
deemed  to  have  rejected  the  Appraised  Value  as  determined  by the  First
Appraiser.  If the  Limited  Partner  accepts the  Appraised  Value of the First
Appraiser, then such value shall be deemed the Fair Market Value.

            (d) The Second Appraiser's engagement shall require the Appraiser to
determine the Appraised Value of the Property,  and to submit such appraisal and
determination  to each of the General  Partner and the Limited Partner within 60
days of engagement.

            (e) If the lower of the Appraised Values determined by the First and
Second  Appraisers is at least 90% of the higher of those two Appraised  Values,
then the Fair Market Value shall be the average of those two  Appraised  Values.
If the  difference  between the  Appraised  Values is greater than 10%, then the
First  Appraiser and the Second  Appraiser  shall engage another  Appraiser (the
"Third  Appraiser")  to determine  the Appraised  Value of the Property,  and to
submit such appraisal and  determination  to each of the General Partner and the
Limited Partner within 60 days of engagement.

            (f) If a Third  Appraiser is so engaged,  the average of the highest
Appraised  Value and the lowest  Appraised  Value  shall be  determined.  If the
remaining  Appraised  Value (the Appraised  Value that is in between the highest
and the lowest) is no more than 5% greater than,  and no more than 5% less than,
the average of the highest  and the lowest,  the Fair Market  Value shall be the
average of the  highest and lowest  Appraised  Values.  If the middle  Appraised
Value is outside of that range,  the Fair  Market  Value shall be the average of
the two Appraised Values that are closest to each other.

            (g) All  costs of any  appraisal  process  shall be borne 50% by the
General Partner and 50% by the Limited Partner.

            (h)  Notwithstanding  anything in this Section 9.4 to the  contrary,
the  Fair  Market  Value  of the  Property  shall be  deemed  to be the  General
Partner's  estimate of the value of the Property in the General Partner Purchase
Notice,  provided (i) such estimate of value will result in amounts  distributed
to the Limited Partner under this Agreement  (including any guaranteed  payments
made under  Section  2.2(e)) equal to the sum of the Limited  Partner's  Capital
Contributions  and the aggregate  Priority Return of the Limited Partner accrued
from the  Effective  Date to a date 20 days after the General  Partner  Purchase
Notice with the Priority  Return for purposes of this Section 9.4(h) and Section
12.1 computed  using monthly  compounding  at the monthly rate of one twelfth of
10% (the "Maximum  Return") and (ii) the Limited Partner agrees that the General
Partner's  estimate of value will result in the Limited  Partner  receiving  the
Maximum Return,  which agreement will not be unreasonably  denied or delayed. If
the parties are unable to reach such agreement, the matter will be arbitrated in
accordance with Section 14.19.

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<PAGE>

         9.5  Closing.  The  closing  of the  purchase  and sale of the  Limited
Partner's  Interest  shall  occur  at  the  principal  executive  office  of the
Partnership on a date and time mutually agreeable to the General Partner and the
Limited  Partner,   which  shall  not  be  later  than  20  days  following  the
determination of the Fair Market Value. At the closing, the Limited Partner will
deliver  or  cause  to be  delivered  to the  General  Partner  (i)  appropriate
assignments  or other  documents  sufficient to transfer good and valid title to
the Interest to be purchased, free and clear of all liens and encumbrances;  and
(ii) such other  documents as the General  Partner or its counsel may reasonable
request.  At the  closing,  the  General  Partner  will  deliver  or cause to be
delivered to the Limited Partner, a wire transfer or bank cashier's check in the
amount to which it is entitled hereunder.

         9.6  Limited  Partner's  Option to  Purchase.  In the event the General
Partner  shall  fail to timely  exercise  the  option to  purchase  set forth in
Section 9.1 above,  the Limited  Partner  shall have the option to purchase from
the  Partnership  any or all of the  Properties on the terms and  conditions set
forth herein.  The option  granted  pursuant to this Section may be exercised by
the  Limited  Partner by delivery of a notice  (the  "Limited  Partner  Purchase
Notice") to the General Partner at any time within the 180-day period commencing
on the earlier to occur of (i) the day  immediately  following the expiration of
the period during which the General  Partner was entitled to exercise the option
set forth in  Section  9.1 or (ii) the day  immediately  following  delivery  of
written  notice from the  General  Partner to the  Limited  Partner  waiving the
General  Partner's  option.  Such Limited Partner  Purchase Notice shall specify
those  Properties  which the Limited  Partner  elects to  purchase.  The Limited
Partner shall not be entitled to deliver more than one Limited Partner  Purchase
Notice.  In the event the Limited  Partner  Purchase  Notice is  delivered,  the
Properties  designated  therein shall be purchased by the Limited Partner on the
terms and conditions of this Section 9, modified and supplemented as follows:

            (a) The purchase price of the designated  Properties  shall be their
Fair Market Values;

            (b) The purchase price for the designated  Properties  shall be paid
in cash, by wire transfer or bank cashier's check, at the closing; and

            (c) Closing costs and expenses shall be allocated 50% to the Limited
Partner and 50% to the General  Partner and items of income and expense shall be
appropriately prorated as of the date of closing.

At any time during such 180-day period, the Limited Partner may deliver written
notice to the General Partner of its intent not to exercise its option to
purchase from the Partnership any or all of the Properties as provided herein.
Upon receipt of such notice by the General Partner, the Partnership shall
dissolve and commence winding-up and liquidating as set forth in Section 10.1.

      10. DISSOLUTION AND WINDING UP

         10.1 Liquidating  Events.  The Partnership  shall dissolve and commence
winding up and  liquidating  upon the first to occur of any of the  following (a
"Liquidating Event"):

            (a) The sale of all or substantially all of the Property;

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<PAGE>

            (b) The vote by the General Partner and 100% in Percentage  Interest
of the Partners to dissolve, wind up and liquidate the Partnership;

            (c) The  failure of the General  Partner to  exercise  the option to
purchase  provided in Section 9.1 by the end of the six-month  period  specified
therein and the first to occur of (i) receipt by the General  Partner of written
notice  from the  Limited  Partner of its intent not to  exercise  its option to
purchase from the Partnership  any or all of the Properties  provided in Section
9.6 and (ii) the  failure  of the  Limited  Partner  to  exercise  its option to
purchase from the Partnership  any or all of the Properties  provided in Section
9.6 by the end of the 180-day period specified therein;

            (d) The  occurrence of any of the events  specified in Section 15681
of the Act; or

            (e) 5:00 p.m., Pacific time, December 31, 2018.

         The  Partners  hereby  agree that,  notwithstanding  any  provision  of
applicable law, the Partnership  shall not dissolve prior to the occurrence of a
Liquidating Event.

         10.2  Winding Up.  Upon the  occurrence  of a  Liquidating  Event,  the
Partnership  shall continue solely for the purposes of winding up its affairs in
an orderly  manner,  liquidating  its assets  and  satisfying  the claims of its
creditors and Partners.  In such event, no Partner shall take any action that is
inconsistent with, or not necessary to or appropriate for, the winding up of the
Partnership's  business and affairs. The General Partner (or, in the event there
is no General Partner,  any Person elected by a majority in Percentage  Interest
of the  Partners)  shall  be  responsible  for  overseeing  the  winding  up and
dissolution of the Partnership and shall take full account of the  Partnership's
liabilities  and Property and the Property shall be liquidated as promptly as is
consistent with obtaining the fair value thereof, and the proceeds therefrom, to
the  extent  sufficient  therefor,  shall  be  applied  and  distributed  in the
following order:

            (a) First, to the payment and discharge of all of the  Partnership's
debts and liabilities to creditors other than the Partners;

            (b) Second, to the payment and discharge of all of the Partnership's
debts and liabilities to the Partners; and

            (c) The balance,  if any, to the Partners in  accordance  with their
Capital Accounts,  after giving effect to all  contributions,  distributions and
allocations for all periods (other than  distributions  and  contributions  made
pursuant to this Section 10.2(c) and deductions attributable thereto); provided,
however,  that if,  prior  to  making  distributions  pursuant  to this  Section
10.2(c),  the  General  Partner  has a  positive  Capital  Account  and  if  the
cumulative  allocations  to the Limited  Partner,  pursuant to Sections  3.1(a),
3.1(b),  3.4(a),  and  3.4(b),  were  less  than  the sum of (A) the  cumulative
Priority  Return accrued for the Limited  Partner from the Effective Date to the
date of liquidation less the amount of any guaranteed  payments made pursuant to
Section 2.2(e),  and (B) the cumulative  Losses allocated to the Limited Partner
pursuant  to Section  3.2,  an amount  otherwise  distributable  to the  General
Partner  pursuant to this Section  10.2(c) equal to the amount of such shortfall

                                       40
<PAGE>

shall be deemed  recontributed  by the General  Partner to the  Partnership  and
shall be distributed to the Limited Partner as a guaranteed  payment pursuant to
Section 2.2(e).

         10.3 Shortfall.  If the  distribution  pursuant to Section 10.2 (or the
purchase consideration payable pursuant to Section 9.2) would cause a Shortfall,
the General  Partner shall  contribute cash equal to the amount of the Shortfall
to the Partnership,  the Partnership shall distribute that amount to the Limited
Partner as a guaranteed payment.

         10.4 Compliance with Timing  Requirements of Regulations.  In the event
the  Partnership  is  "liquidated"  within the  meaning of  Regulations  Section
1.704-1(b)(2)(ii)(g),  (a) distributions  shall be made pursuant to this Section
10 (taking into account Section 10.2) to the Partners who have positive  Capital
Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2), and (b)
if a Partner's Capital Account has a deficit balance (after giving effect to all
contributions,  distributions  and allocations for all taxable years,  including
the year  during  which  such  liquidation  occurs and  including  contributions
required pursuant to Section 10.3), such Person shall have no obligation to make
any contribution to the capital of the Partnership with respect to such deficit,
and such deficit shall not be considered a debt owed to the  Partnership  or any
other  Person for any  purpose  whatsoever.  In the  discretion  of the  General
Partner, a pro rata portion of the distributions that would otherwise be made to
the Partners pursuant to this Section 10 may be:

            (a)  Distributed  to a  trust  established  for the  benefit  of the
Partners for the purposes of liquidating Partnership assets,  collecting amounts
owed to the Partnership,  and paying any contingent or unforeseen liabilities or
obligations  of  the  Partnership  or  of  the  Partners  arising  out  of or in
connection  with  the  Partnership.  The  assets  of any  such  trust  shall  be
distributed to the Partners from time to time, in the  reasonable  discretion of
the General Partner,  in the same proportions as the amount  distributed to such
trust by the Partnership  would otherwise have been  distributed to the Partners
pursuant to this Agreement; or

            (b)  Withheld  to  provide  a  reasonable  reserve  for  Partnership
liabilities  (contingent or otherwise) and to reflect the unrealized  portion of
any installment obligations owed to the Partnership, provided that such withheld
amounts shall be distributed to the Partners as soon as practicable.

         10.5 Rights of Partners. Except as otherwise provided in this Agreement
each Partner shall look solely to the assets of the  Partnership  for the return
of its  Capital  Contribution  and  shall  have no right or power to  demand  or
receive property other than cash from the Partnership.

      11. INDEMNIFICATION

         11.1 Indemnification. The Partnership shall indemnify and hold harmless
the  Partners,  their  Affiliates,  the  Limited  Partner's  advisor,  and their
respective officers, directors,  employees, agents and principals (individually,
an "Indemnitee") from and against any and all losses,  claims,  demands,  costs,
damages,  liabilities,  joint and  several,  expenses  of any nature  (including
reasonable attorneys' fees and disbursements), judgments, fines, settlements and
other amounts  (collectively,  "Losses") incurred or suffered by them (solely to
the extent that such Losses do not arise or result from the  negligence or fault

                                       41
<PAGE>

of such Indemnitee) arising from any and all claims, demands,  actions, suits or
proceedings, whether civil, criminal,  administrative or investigative, in which
the Indemnitee was involved or may be involved, or threatened to be involved, as
a party or  otherwise,  arising  out of or  incidental  to the  business  of the
Partnership,  excluding  liabilities  to any Partner,  regardless of whether the
Indemnitee  continues to be a Partner,  an Affiliate,  or an officer,  director,
employee,  agent or principal  of the Partner at the time any such  liability or
expense is paid or incurred,  to the fullest extent permitted by the Act and all
other  applicable  laws;  provided that such indemnity  shall not extend to: (i)
actions not taken by such  Indemnitee in accordance with the standard of care in
Section 5.1(b) hereof, if applicable to such Indemnitee;  (ii) actions not taken
in good faith by any such  Indemnitee  and (iii)  actions  taken by the property
manager (which is indemnified under the Management Agreement) in its capacity as
such pursuant to the Management Agreement.

         11.2  Expenses.  Expenses  incurred by an  Indemnitee  in defending any
claim,  demand,  action,  suit or proceeding subject to Section 11.1 shall, from
time to time, be advanced by the Partnership  prior to the final  disposition of
such claim,  demand,  action, suit or proceeding upon receipt by the Partnership
of an  undertaking  by or on behalf of the Indemnitee to repay such amount if it
shall be  determined  that such  Person is not  entitled  to be  indemnified  as
authorized in Section 11.1.

         11.3 Indemnification Rights Nonexclusive.  The indemnification provided
by  Section  11.1  shall be in  addition  to any  other  rights  to which  those
indemnified  may be entitled  under any  agreement,  vote of the Partners,  as a
matter  of law or  equity or  otherwise,  both as to action in the  Indemnitee's
capacity  as a  Partner,  the  General  Partner,  an  Affiliate  or an  officer,
director,  employee,  agent or  principal  of a Partner  and as to any action in
another capacity, and shall continue as to an Indemnitee who has ceased to serve
in such  capacity  and shall  inure to the  benefit  of the  heirs,  successors,
assigns and administrators of the Indemnitee.

         11.4 Errors and Omissions  Insurance.  The Partnership may purchase and
maintain  insurance,  at the  Partnership's  expense,  on behalf of the  General
Partner,  the  Partners  and such other  Persons as the  General  Partner  shall
determine,  against any liability that may be asserted  against,  or any expense
that may be incurred by, such Person in  connection  with the  activities of the
Partnership  and/or the General  Partner's or the Partners' acts or omissions as
the General  Partner and Partners of the  Partnership  regardless of whether the
Partnership would have the power to indemnify such Person against such liability
under the provisions of this Agreement.

         11.5 Assets of the Partnership.  Any indemnification under Section 11.1
shall be satisfied solely out of the assets of the Partnership. No Partner shall
be subject to  personal  liability  or required to fund or to cause to be funded
any obligation by reason of these indemnification provisions.

      12. DEFAULTING EVENT REMEDIES

         12.1 Election to Purchase Defaulting  Partner's Interest.  In the event
that a Partner becomes a Defaulting  Partner,  the  nondefaulting  Partner shall
have the  option to  purchase  the  Interest  of the  Defaulting  Partner in the

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<PAGE>

Partnership,  with any such  election  to be made by the  nondefaulting  Partner
giving notice of such election to the  Defaulting  Partner  within 30 days after
the  nondefaulting  Partner first  discovers that the other Partner has become a
Defaulting Partner (and so notifies the Defaulting  Partner in writing).  In the
event that the General Partner is the Defaulting  Partner and shall at that time
be able to exercise the option to purchase  the Interest of the Limited  Partner
under Section 9.1, then the General  Partner can exercise its Section 9.1 option
within 30 days after such notice,  provided that (i) the  consideration  for the
Limited Partner's Interest shall be an amount that, when taken into account with
all prior distributions to the Limited Partner (including  guaranteed payments),
will cause the  Limited  Partner  to have  received  the  return of its  Capital
Contributions  and an aggregate  return  accrued from the Effective  Date to the
date of payment  computed at the Maximum Return (as defined in Section  9.4(h)),
and (ii) the closing under Section 9.5 shall take place within 20 days following
the date of exercise of such option.

         12.2 Purchase Price of Defaulting Partner's Interest. If either Partner
becomes a Defaulting Partner, in the event that the nondefaulting Partner elects
under Section 12.1 to purchase the Defaulting  Partner's Interest,  the purchase
price of such Interest shall be 100% of the Adjusted Capital Contribution of the
Defaulting  Partner;  provided,  however,  that the nondefaulting  Partner shall
receive a credit  against such  purchase  price in the amount of any  delinquent
capital  contributions  due from the  Defaulting  Partner  and any  expenses  of
closing such  purchase.  This option to purchase the interest of the  Defaulting
Partner is deemed  reasonable by the Partners and is intended to serve as agreed
upon liquidated  damages and not as a penalty,  the amount of the actual damages
suffered by the  nondefaulting  partner  being  difficult if not  impossible  to
ascertain. In the event that the nondefaulting Partner elects under Section 12.1
to purchase the Defaulting  Partner's  Interest,  then the Partnership shall not
make  any  distributions  on or  before  the  closing  of the  purchase  of such
Interest,  and  any  such  distributions  which  would  have  been  made  to the
Defaulting Partner shall be distributed to the nondefaulting Partner on or after
the closing.  At such time as the  purchase  price of the  Defaulting  Partner's
Interest has been determined, the nondefaulting Partner shall give notice of the
amount thereof to the Defaulting Partner and the closing shall be held on a date
selected by the nondefaulting Partner within ten Business Days thereafter.

         12.3 Remedies Nonexclusive.  The option of the nondefaulting Partner to
purchase the Interest of the  Defaulting  Partner  under Section 12.1 is not the
exclusive remedy of the nondefaulting  Partner,  but it is merely cumulative of,
and in addition to, any rights or remedies  which the  nondefaulting  Partner or
the  Partnership  may have at law or in equity  against or with  respect to such
Defaulting  Partner,  provided that any recovery under this Agreement  against a
Defaulting Partner shall be limited to the Defaulting  Partner's interest in the
Partnership.  Without  limiting  its right to seek and  recover  damages for the
Defaulting  Event, a  nondefaulting  Partner may at its option:  (i) replace the
Defaulting Partner's  representative(s) on the Investment Committee with its own
representative(s),  provided  that no  purchase,  sale or financing of Property,
other than pursuant to Section  12.2,  shall be taken except with the consent of
the Partners,  (ii) remove the General  Partner,  (iii) terminate the Management
Agreement (Exhibit D) or (iv) apply to any Capital  Contribution with respect to
which the General Partner is in default the management fees otherwise payable to
PSA Affiliates  under the  Management  Agreement for a period of up to 120 days,
during which the PSA Affiliates shall not terminate the Management Agreement for
nonpayment of such management fees.

                                       43
<PAGE>

      13. REPRESENTATIONS AND WARRANTIES

         13.1  Representations  and  Warranties  of the  General  Partner  . The
General  Partner hereby  represents and warrants to the Limited  Partner and the
Partnership that:

            (a) The General  Partner is a duly  organized  and validly  existing
limited  partnership in good standing under the laws of the State of Texas, duly
qualified to do business in all states in which the General  Partner is required
to so qualify in order to legally perform its obligations hereunder, and has the
requisite  power  and  authority  to enter  into and carry out the terms of this
Agreement;

            (b) All  action  required  to be taken  by the  General  Partner  to
consummate  this Agreement has been taken by the General  Partner and no further
approval of any board,  court or other body is  necessary in order to permit the
General Partner to consummate this Agreement;

            (c) Neither the execution and delivery of, nor the  performance  of,
nor the  compliance  with,  this  Agreement has resulted (or will result) in any
violation  of, be in  conflict  with,  invalidate,  cancel  or make  inoperative
interfere  with, or constitute a default under, or result in the creation of any
lien,  encumbrance  or any other  charge  upon the  Partnership  pursuant to any
charter,  bylaw,  venture  agreement,  partnership  agreement,  trust agreement,
mortgage,  deed of trust,  indenture,  contract,  agreement,  permit,  judgment,
decree  or  order to  which  the  General  Partner  is a party  or by which  the
Partnership  is bound,  and there is no  default  and no event or  omission  has
occurred  which,  but for the passing of time or the giving of notice,  or both,
would  constitute  a  default  on the part of the  General  Partner  under  this
Agreement;

            (d) The General  Partner has not received  notice of any, and to the
General   Partner's  actual  knowledge  there  is  no,  action,   proceeding  or
investigation  pending or threatened (nor any basis  therefor) which  questions,
directly or indirectly,  the validity or  enforceability of this Agreement as to
the  General  Partner  or  which  would  materially  and  adversely  affect  the
Partnership, and, to the General Partner's actual knowledge, no lien against the
Project has arisen or exists  under  Federal or state tax or other  laws,  other
than liens for  current  real  property  taxes and  assessments  not yet due and
payable;

            (e) No  representation,  warranty or covenant of the General Partner
in this  Agreement  contains or will contain any untrue  statement of a material
fact or omits or will  omit to state any  material  fact  necessary  to make the
statements or facts contained therein not misleading.

            (f) This Agreement has been duly executed by the General Partner and
is and will remain a valid and binding agreement, enforceable in accordance with
its terms;

            (g) (1) The General  Partner has not received  notice of any, and to
the General  Partner's  actual  knowledge there are no,  judgments or decrees of
$100,000  or more  individually  or in the  aggregate  of any kind  against  the
General  Partner  unpaid  or  unsatisfied  of  record  in any court of any city,
county,  state or of the United  States;  (2) the General  Partner is not in the
hands of a receiver and has not committed an act of bankruptcy  and an order for
relief has not been entered with respect to the General  Partner;  (3) there are

                                       44

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no due and unpaid business license taxes of the General  Partner;  (4) there are
no due and unpaid income,  property or sales taxes of the General  Partner which
constitute  a lien  against the  Partnership  or any Project or could,  with the
passage of time, constitute such a lien, except the lien of any such taxes which
are not yet due and payable;  (5) the General  Partner has received no notice of
any alleged violation of, and, to the General Partner's  knowledge,  there is no
violation  by the General  Partner of any Federal,  state or local law,  rule or
regulation;  except, in the case of (3), (4) or (5), where the existence of such
condition,  conditions, or violations,  individually or in the aggregate,  would
have no material adverse effect on the business operations,  assets or financial
condition of the General Partner or Partnership; and

            (h) To the actual knowledge of the General Partner,  the information
provided to the Investment  Committee by the PSA Affiliates with respect to each
Qualifying  Project is true,  correct and complete in all material  respects and
does not  contain  any untrue  statement  of a material  fact or omit to state a
material  fact  necessary  to make  the  statements  therein,  in  light  of the
circumstances in which they are made, not misleading.

         13.2 Representations and Warranties of the Limited Partner. The Limited
Partner  hereby   represents  and  warrants  to  the  General  Partner  and  the
Partnership that:

            (a) The Limited Partner is duly formed, validly existing and in good
standing under the laws of the [State of Incorporation of Limited Partner]; that
it is  not  subject  to  any  involuntary  proceeding  for  the  dissolution  or
liquidation thereof; that it has all requisite authorizations to enter into this
Agreement  with  the  General   Partner  and  to  consummate  the   transactions
contemplated  hereby; and that the parties executing this Agreement on behalf of
the Limited Partner are duly authorized to so do.

            (b) No  representation,  warranty or covenant of the Limited Partner
in this  Agreement  contains or will contain any untrue  statement of a material
fact or omits or will  omit to state any  material  fact  necessary  to make the
statements or facts contained therein not misleading.

         13.3 Agreements of the General Partner.

            (a)  During  the  term of the  Partnership,  the  Projects  shall be
operated  and  managed as an integral  part of the PSA  network of  self-storage
facilities,  subject to the terms of the Management Agreement.  Without limiting
the foregoing,  the General Partner  covenants and agrees that the Projects will
be managed in a reasonable  commercial  manner consistent with the management of
other  self-storage  projects  owned by PSA  Affiliates;  this will  include (i)
causing  all rents and other  charges  with  respect  to the  Projects  to be at
competitive  rates  within the local  market,  taking  into  account  occupancy,
location,  the  quality of the  Project  and all other  relevant  factors;  (ii)
operating the Projects in a manner so as to minimize expenses applicable thereto
to the  extent  appropriate  in the  operation  and  promotion  of  first  class
self-storage projects and maximizing the long term net profits therefrom and the
value  thereof;  and (iii)  operating  the Projects in a prudent and first class
manner,  with all  appropriate  action being taken to protect and preserve  them
(including appropriate repairs, maintenance, insurance coverage and the like).

                                       45

<PAGE>

            (b) The General  Partner  will insure and keep  insured at all times
all of the Projects  (including the Partnership as a named insured) against loss
or damage by fire and from other causes customarily insured against by companies
engaged in similar  businesses in such amounts as are usually insured against by
such companies, and in any case as are adequate to provide reasonable protection
against  such loss or damage to the  Projects.  The  General  Partner  also will
maintain  at all times  (including  the  Partnership  as a named  insured)  with
financially  sound and reputable  insurers  adequate  insurance  against loss or
damage from such  hazards and risks to the person and  property of others as are
usually  insured  against  by  companies  operating  businesses  similar  to the
businesses  of the  Partnership.  All  such  insurance  shall  be  carried  with
financially  sound and reputable  insurers accorded a rating of "A-VI" or better
by A.M.  Best Company,  Inc. (or a comparable  rating by any  comparable  rating
agency),  provided  that at least 75% of all  coverage  and the insurer with the
risk of first loss in each category shall have a rating of "A-IX" or better.  If
the  Partnership  cannot  obtain  sufficient  insurance  which  meets  the above
criteria,  the General  Partner will provide the Limited Partner with notice and
will  demonstrate that insurance cannot be obtained in accordance with the above
criteria,  in which case the requirement shall be reduced to "A-V" and "A-VIII,"
respectively. The sum of the deductible limit of all insurance coverage plus any
amounts of self-insurance will not exceed $5,000,000 in the aggregate. A summary
of insurance  presently in force has been provided to the Limited Partner and is
attached hereto as Exhibit L.

            (c) Expenses  incurred in operating the Projects  shall be allocated
among the Projects on the same basis on which such expenses are allocated  among
all other projects owned by PSA Affiliates and in a manner generally  consistent
with prior practice as reflected in Exhibit J.

            (d) The General Partner shall allocate to the Partnership  only such
amount of the compensation of each project manager of a Project as is comparable
to the compensation of project managers of similar sized self storage facilities
in the same or similar market areas that do not include retail stores.

      14. MISCELLANEOUS

         14.1 Notices. Any notice, payment, demand, or communication required or
permitted to be given by any provision of this Agreement shall be in writing and
shall be  delivered  personally  to the Person or to an officer of the Person to
whom the same is directed,  or sent by  facsimile  transmission,  by  nationally
recognized  courier  service or by first class mail,  registered  or  certified,
addressed as follows,  or to such other  address as such Person may from time to
time specify by notice to the Partners:

            (a) If to the Partnership,  to the Partnership's principal executive
office set forth in Section 1.4;

                                       46

<PAGE>

            (b) If to the Limited Partner, to:
                [addresses for notices to Limited Partner and representatives]

                                       47

<PAGE>

            (c) If to the General Partner, to:

                PS Texas Holdings, Ltd.
                c/o Public Storage, Inc.
                701 Western Avenue
                Glendale, CA 91201
                Attn:  Mr. Harvey Lenkin
                Fax: (818) 241-0627

         Any such notice shall be deemed to be delivered, given and received for
all purposes as of (i) the first  Business Day after it is so delivered or sent,
if delivered  personally or sent by facsimile  transmission  (with  transmission
confirmed),  (ii)  the  first  Business  Day  after  delivered  to a  nationally
recognized courier service, if sent by overnight delivery through such a courier
service,  or (ii) three Business Days after being deposited in the United States
mail, if sent by registered or certified mail, postage and charges prepaid.  Any
Person  may from  time to time  specify  a  different  address  by notice to the
Partnership and the Partners.

         14.2 Binding  Effect.  Except as otherwise  provided in this Agreement,
every  covenant,  term and provision of this Agreement shall be binding upon and
inure to the  benefit  of the  Partners  and  their  respective  successors  and
permitted transferees and assigns.

         14.3 Construction. Every covenant, term and provision of this Agreement
shall be construed  simply according to its fair meaning and not strictly for or
against any Partner. References in this Agreement to Sections are to Sections of
this  Agreement  unless  expressly   indicated   otherwise.   "Including"  means
"including without limitation." "Or" is inclusive and includes "and."

         14.4 Time. Time is of the essence with respect to this Agreement.

         14.5 Headings.  Section and other headings  contained in this Agreement
are for  reference  purposes  only and are not intended to describe,  interpret,
define or limit the scope,  extent or intent of this  Agreement or any provision
hereof.

         14.6 Severability.  Every provision of this Agreement is intended to be
severable.  If any term or provision hereof is illegal or invalid for any reason
whatsoever,  such  illegality  or  invalidity  shall not affect the  validity or
legality of the remainder of this Agreement.

         14.7  Incorporation  by  Reference.  Every  exhibit  attached  to  this
Agreement  and referred to herein is hereby  incorporated  in this  Agreement by
reference.

         14.8  Further  Action.  Each  Partner,  upon the request of the General
Partner, agrees to perform all further acts and execute, acknowledge and deliver
any documents  which may be reasonably  necessary,  appropriate  or desirable to
carry out the provisions of this Agreement.

         14.9  Variation of Pronouns.  All pronouns and any  variations  thereof
shall be deemed to refer to masculine,  feminine or neuter,  singular or plural,
as the identity of the Person or Persons may require.

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<PAGE>

         14.10  Governing Law. The laws of the State of California  shall govern
the  validity  of  this  Agreement,  the  construction  of  its  terms  and  the
interpretation of the rights and duties of the Partners.

         14.11 Waiver of Action for Partition.  Each Partner  irrevocably waives
any right that it may have to maintain any action for partition  with respect to
any of the Property.

         14.12  Counterparts.  This  Agreement  may be executed in any number of
counterparts  with the same effect as if all of the Partners had signed the same
document.  All counterparts shall be construed together and shall constitute one
agreement.

         14.13 Sole and Absolute  Discretion.  Except as  otherwise  provided in
this Agreement,  all actions which the Partners may take and all  determinations
which the Partners may make pursuant to this  Agreement may be taken and made in
their sole and absolute discretion.

         14.14 Entire Agreement.  This Agreement and the exhibits hereto,  which
are incorporated herein by reference,  constitute the entire agreement among the
parties  hereto  pertaining to the subject matter hereof and supersede all prior
agreements,  understandings,  negotiations  and  discussions,  whether  oral  or
written.

         14.15  Attorneys'  Fees.  Should any  litigation,  arbitration or other
action or proceeding be commenced among the parties hereto, the party or parties
prevailing in such  litigation,  arbitration or other action or proceeding shall
be entitled, in addition to such other relief as may be granted, to a reasonable
sum as and for its or  their  attorneys'  fees  and  costs  in such  litigation,
arbitration or other action or proceeding which shall be determined by the court
or arbitral tribunal therein or in a separate action brought for that purpose.

         14.16 Third Parties.  Nothing in this Agreement,  expressed or implied,
is intended to confer upon any Person  other than the parties  hereto any rights
or remedies under or by reason of this Agreement.

         14.17  Waiver.  No  failure  by any  party to  insist  upon the  strict
performance of any covenant,  duty,  agreement or condition of this Agreement or
to  exercise  any  right  or  remedy  consequent  upon a  breach  thereof  shall
constitute a waiver of any such breach or any other covenant, duty, agreement or
condition.

         14.18  Amendment  and  Modification.  This  Agreement may be amended or
modified by unanimous consent of the Partners.

         14.19  Dispute  Resolution.  If any  dispute or  controversy  among the
parties hereto arises out of or relating to this  Agreement or the  enforcement,
interpretation,  performance  or breach of this  Agreement  or as to any matters
related to but not covered by this  Agreement,  the parties  shall first consult
together,  at both the working and senior  management  levels,  in good faith to
find an amicable resolution of the dispute or controversy. If the parties cannot
resolve the dispute or  controversy  by such  consultation,  it shall be finally
resolved by binding  arbitration to be held in the County of Los Angeles,  State
of  California,  under  auspices  of, and in  accordance  with,  the  Commercial
Arbitration Rules (the "Rules") of the American Arbitration  Association.

                                       49
<PAGE>

There shall be an arbitral  tribunal  consisting  of three  neutral  arbitrators
selected  according to the  procedures  set forth in the Rules and this Section,
one of which shall be selected  by the  General  Partner,  one of which shall be
selected by the  Limited  Partner,  and the two  arbitrators  so selected  shall
mutually appoint a third  arbitrator.  If either of the first two arbitrators is
not  appointed  within  thirty  (30) days of  delivery  of notice of demand  for
arbitration,  the other party (or parties) shall select the arbitrator  that was
to be  selected  by  such  delinquent  party  (or  parties).  If the  first  two
arbitrators fail to select the third arbitrator within thirty (30) days of their
selection  then,  at the  request of any party,  the third  arbitrator  shall be
selected by the Chief Judge of the United States  District Court for the Central
District of California (the "Court"). In any such arbitration  proceedings,  the
arbitrators  shall adopt and apply the  provisions of the Federal Rules of Civil
Procedure  relating to  discovery  so that each party shall allow and may obtain
discovery of any matter not  privileged  that is relevant to the subject  matter
involved in the  arbitration  to the same extent as if such  arbitration  were a
civil  action  pending in the Court.  The  arbitrators  may  proceed to an award
notwithstanding the failure of any party to participate in the proceedings.  The
arbitrators  may issue  decisions  for interim,  interlocutory,  provisional  or
partial relief (e.g.,  temporary  restraining orders,  preliminary  injunctions,
orders to compel  discovery,  orders of attachment or protective  orders) during
the  arbitration  proceedings  which may be enforced  in any court of  competent
jurisdiction.  The  arbitrators may also grant  appropriate  relief at law or in
equity, including removing the General Partner, in the event the General Partner
(with the  participation  or  acquiescence  of its senior  management)  has been
guilty of fraud,  gross negligence,  abuse of authority or  misappropriation  or
waste of Partnership assets. The decision of a majority of the arbitrators shall
constitute  an  arbitral  award which is final,  conclusive  and binding on each
party,  and may be entered and shall be  enforceable  in any court of  competent
jurisdiction.

         14.20  Confidentiality.  The  Partners  agree  that  the  terms of this
Agreement, any other agreements entered into in connection with the transactions
contemplated  hereby and the  identities of the parties  hereto and their parent
companies are confidential and shall not be disclosed to any third party without
the other party's prior written consent.  The Partners also acknowledge that all
information  to be  supplied  by or on  behalf  of the  General  Partner  to the
Investment  Committee  or the  Limited  Partner  about  Qualifying  Projects  is
confidential, and shall not be disclosed to any third party (other than advisors
to the Limited Partner for the sole purpose of advising the Limited Partner, but
only to the extent that such advisors  provide advance  written  acknowledgement
and agreement  satisfactory to the General Partner as to the confidential nature
of the information)  without the General Partner's prior written consent,  which
may be  withheld  in its sole  discretion.  The  information  referred to in the
foregoing  two  sentences  shall  be  collectively  referred  to  herein  as the
"Confidential  Information."  Notwithstanding  the  limitations in the first two
sentences  of this  Section  14.20,  (1) any  party  may  disclose  Confidential
Information  if so  required  by law  (including,  without  limitation,  [law of
Limited  Partner's  state  of  incorporation]  or  to  such  party's  attorneys,
accountants and other  professionals,  subject to the  professional  duty not to
disclose such Confidential Information unless required by law; provided however,
that such party shall use reasonable  best efforts to provide a copy of any such
written  request  to the  other  party  prior to such  disclosure;  and (2) each
Partner (and each employee,  representative, or other agent of such Partner) may
disclose  to any  and all  Persons,  without  limitation  of any  kind,  the tax
treatment and tax  structure of (i) the  Partnership  and (ii) any  transactions
described herein, and all materials of any kind (including opinions or other tax
analyses) that are provided to the Partner relating to

                                       50

<PAGE>

such tax treatment and tax  structure.  The  authorization  in clause (2) of the
preceding   sentence  is  not  intended  to  permit   disclosure  of  any  other
Confidential Information unrelated to the tax treatment and tax structure of the
Partnership  including  (without  limitation) (x) any portion of the Partnership
documents or related materials to the extent not related to the tax treatment or
tax  structure  of  the  Partnership,   (y)  the  existence  or  status  of  any
negotiations  unrelated  to the tax issues,  or (z) any other term or detail not
relevant to the tax treatment or the tax structure of the Partnership.

         14.21 Guarantees.

            (a)  PSA  hereby   absolutely,   irrevocably   and   unconditionally
guarantees  the due and  punctual  payment of any and all Capital  Contributions
required to be made by the General Partner  hereunder,  and the due and punctual
performance and observance of and compliance with the covenants,  agreements and
obligations of the General Partner in Section 5.1(b) above.

            (b) The [Limited Partner  affiliate],  as agent for the System Trust
Fund, a body  corporate and  govermental  agency of the Limited  Partner  hereby
absolutely,  irrevocably  and  unconditionally  guarantees  the due and punctual
payment of any and all Capital Contributions required to be made hereunder.

                                       51

<PAGE>



         IN WITNESS WHEREOF, the undersigned have entered into this Agreement as
of the date first above set forth.

                                      GENERAL PARTNER:
                                      PS TEXAS HOLDINGS, LTD.

                                      By:  PS GPT Properties, Inc.
                                      Its: General Partner

                                      By:  /s/ John Reyes
                                           ------------------------------
                                           Name: John Reyes
                                           Its:  Senior Vice President


                                      LIMITED PARTNER:

                                           [SIGNATURE OF LIMITED PARTNER]
                                           ------------------------------

For purposes of Section 14.21 only:

PUBLIC STORAGE, INC.

By: /s/ John Reyes
   ------------------------
Name: John Reyes
Its:  Senior Vice President


LIMITED PARTNER:

[SIGNATURE OF LIMITED PARTNER affiliate]
----------------------------------------

<PAGE>