Exhibit 10.45



Dated 20 September, 2004





Shurgard Self Storage SCA



and



First Shurgard SPRL





AMENDMENT AGREEMENT



Regarding the



DEVELOPMENT AGREEMENT



And the



PROPERTY AND ASSET MANAGEMENT AGREEMENT



With respect to



First Shurgard
SPRL



Linklaters De Bandt



Rue Brederode 13



B  1000 Brussels



Telephone (32-2) 501 94 11



Facsimile (32-2) 501 94 94



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AMENDMENT AGREEMENT REGARDING

THE DEVELOPMENT AGREEMENT AND

THE PROPERTY AND ASSET MANAGEMENT AGREEMENT



PARTIES



This amendment agreement regarding the Development Agreement and the Property and Asset
Management Agreement (this Agreement) is made and entered into as of , 2004, by and between:



|(1) | Shurgard Self Storage SCA, a company organised and existing under the laws of Belgium, having its registered office at Quai du Commerce/Handelskaai 48, 1000 Brussels,
registered with the Register of Legal Entities (Crossroads Bank of Enterprises) under enterprise number 0454.057.394,
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



represented for the purpose of this Agreement by SSC Benelux Inc., executive general manager, represented by its permanent representative David Grant,



hereinafter referred to as Shurgard, and



|(2) | First Shurgard SPRL, a company organised and existing under the laws of Belgium, having its registered office at Quai du Commerce/Handelskaai 48, 1000 Brussels, registered with the
Register of Legal Entities (Crossroads Bank of Enterprises) under enterprise number 0479.505.939.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



represented for the purpose of this Agreement by Steven De Tollenaere, ad hoc representative,



hereinafter referred to as First Shurgard;



individually referred to as a Party, or collectively as the
Parties.



RECITALS



|(A) | On 26 May 2003, Shurgard and First Shurgard have entered into a development agreement (the Development Agreement) and a property and asset management agreement
(the Property and Asset Management Agreement) regarding First Shurgard.
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|(B) | Parties would like to make amendments to the Development Agreement and the Property and Asset Management Agreement.
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AGREEMENT



NOW, THEREFORE, the Parties hereto agree as follows:



|1. | Amendments to the Development Agreement
|-- | ---------------------------------------



|1.1. | Clause 5.1.2(ii)  German SPV Shares
|---- | ------------------------------------



The Parties agree that the following wording is added to Clause 5.1.2(ii)



[ free from all or any encumbrances], except with respect to Special Purpose Vehicles under German law, of which
5.2% of the shares will be held by Shurgard or an Affiliated Company of Shurgard.



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|1.2. | Clause 9.1.2  Development Fee
|---- | ------------------------------



The Parties agree that Clause 9.1.2 will be amended as follows: for ease of reference, the former text of the Development Agreement is repeated indicating
the modifications in mark-up:



A development fee of 7%
on the Direct Development Costs, excluding the annual interest carry, shall be paid by the Company to Shurgard, monthly in arrears,pari passu with the works progress and concurrent with the payment of the direct costs,
covering development management services, including site selection, permitting, and construction management (Development Fee), it being understood that [].



|1.3 | Clause 9.3  Payment of Fees; Reimbursements
|--- | --------------------------------------------



| | 1.3.1 | The Parties agree that Clause 9.3.2 will be amended as follows: for ease of reference, the former text of the Development Agreement is repeated indicating the modifications
in mark-up:
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Development Fee shall be
paid by the Company, monthly in arrears,pari passuwith the works progress and concurrent with the payment of the direct costs.



| | 1.3.2 | The Parties agree that Clause 9.3.4 will be amended as follows; for ease of reference, the former text of the Development Agreement is repeated indicating the modifications
in mark-up:
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Pool Account Reimbursement
for each quartermonth during the term of this Agreement shall be paid by the Company, monthly in arrears,pari passu with the works progress and concurrent with the payment of the direct
costs.



|2 | Amendment to the Property and Asset Management Agreement
|- | --------------------------------------------------------



|2.1 | Clause 8.1  Quarterly Property Management Fee
|--- | ----------------------------------------------



| | 2.1.1 | The Parties agree that the heading of Clause 8.1 will be deleted and replaced as follows:
| | ----- | -----------------------------------------------------------------------------------------



Clause 8.1  Monthly Property Management Fee.



| | 2.1.2 | The Parties agree that the first two paragraphs of Clause 8.1 will be amended as follows; for ease of reference, the former text of the Property and Asset Management
Agreement is repeated indicating the modifications in mark-up:
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For Shurgards management of the Properties, the Company shall pay to Shurgard a quartermonthly property management fee (the Property Management Fee) with respect
to each Property equal to 7% of such quartersmonths Gross Revenues (as defined below) arising from the operation of such Property, payable quartermonthly in arrears.



During the rent up period (which shall commence upon the date
a first customer is moved into the Property (as referred to in Clause 8.4.1) and as long as Gross Revenues in respect to the relevant Property do not generate quartermonthly at least EUR 12,500.004,166.67 as Property Management Fee, but no longer than two years from the commencement of such rent period of the Property, a flat quartermonthly fee of EUR 12,500.004,166.67 per centre (EUR 50,000.00/centre/year) will be due, payable quartermonthly in arrears.



|2.2 | Clause 8.2  Quarterly Company Asset Management and Accounting Fee
|--- | ------------------------------------------------------------------



| | 2.2.1 | The Parties agree that the heading of Clause 8.2 will be deleted and replaced as follows:
| | ----- | -----------------------------------------------------------------------------------------



Clause 8.2  Monthly Company Asset Management and Accounting Fee.



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| | 2.2.2 | The Parties agree that the first paragraph of Clause 8.2 will be amended as follows; for ease of reference, the former text of the Property and Asset Management Agreement is
repeated indicating the modifications in mark-up:
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For Shurgards preparation of the financial information as described in Clause 4.11 and Clause 4.16 above, the Company shall pay to Shurgard a quartermonthly asset management fee with respect to
each Property equal to EURO 1,500.00500.00 (EUR 6,000.00/centre/year), payable quartermonthly in arrears (Asset Management Fee)..



|2.3 | Clause 8.4  Payment of Fees; Reimbursements
|--- | --------------------------------------------



| | 2.3.1 | The Parties agree that Clause 8.4.1 will be amended as follows; for ease of reference, the former text of the Property and Asset Management Agreement is repeated indicating
the modifications in mark-up:
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
Property Management Fee accrues as of the first of the month during which a first customer is moved into the Property. Any operational activity prior to this, such as the organisation of pre-leases during the construction phase, is not subject to
any Property Management Fee payment. Although the Property Management Fee is due as of the first of the month during which a first customer is moved into the Property, for accounting purposes, a Property shall only qualify as open from its first
full month of operation. The Property Management Fee for each quarter month during the term of this Agreement shall be paid within 10 days after issuance of the quartermonthly report for
such quartermonth..



| | 2.3.2 | The Parties agree that Clause 8.4.1 will be amended as follows; for ease of reference, the former text of the Property as Asset Management Agreement is repeated indicating
the modifications in mark-up:
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Asset
Management Fee accrues as of the first of the month during which a first customer is moved into the Property as contemplated by Clause 8.4.1. Although the Asset Management Fee is due as of the first of the month during which a first customer is
moved into the Property, for accounting purposes, a Property shall only qualify as open from its first full month of operation. The Asset Management Fee for each quartermonth during the term of this Agreement shall be
paid within 10 days after issuance of the quartermonthly report for such quartermonth..



| | 2.3.3 | The Parties agree that Clause 8.4.3 will be amended as follows; for ease of reference, the former text of the Property and Asset Management Agreement is repeated indicating
the modifications in mark-up:
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Pool
Account Reimbursement for each quartermonth during the term of this Agreement shall be paid by the Company, monthly in arrears andconcurrent with the payment of the direct costs..



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|3 | Other provisions of the Development Agreement and the Property and Asset Management Agreement
|- | ---------------------------------------------------------------------------------------------



This Agreement shall not affect any other provision of the Development Agreement or the Property and Asset Management
Agreement and all respective rights and obligations of the Parties under the Development Agreement the Property and Asset Management Agreement remain fully intact, valid and enforceable.



|4 | Governing law and arbitration
|- | -----------------------------



This Agreement shall be governed by and construed in accordance with Belgian law. All disputes arising out of or in connection with this Agreement and
which the Parties are unable to settle amicably shall be finally settled by arbitration as set out in Clause 18 of the Development Agreement (as regards the amendments to the Development Agreement) and Clause 18 of the Property and Asset Management
Agreement (as regards the amendments to the Property and Asset Management Agreement).



[NEXT PAGE IS SIGNATORY PAGE]



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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in two originals as of the date first above written.
Each Party acknowledges receipt of its own original.



|                           |  |                          
|-------------------------- |  | -------------------------
|Shurgard Self Storage SCA:
|                          
|/s/                       
|Name:                      |  | SSC Benelux Inc.         
|Title:                     |  | Executive general manager
|Name:                      |  | David Grant              
|Title:                     |  | Permanent representative 
|                          
|First Shurgard SPRL:      
|                          
|/s/                       
|Name:                      |  | Steven De Tollenaere     
|Title:                     |  | Ad hoc representative