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Exhibit 10.1

                                 FIRST AMENDMENT
                                       TO
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                            LSS I LIMITED PARTNERSHIP

THIS FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF LSS I LIMITED
PARTNERSHIP (this "Amendment") is made and entered into as of the 11th day of
August, 2005, by and among (i) JOHN D. OIL AND GAS COMPANY, fka LIBERTY
SELF-STOR, INC., a Maryland corporation (the "Company"), as the general partner
(the "General Partner"), and (ii) RICHARD M. OSBORNE, an individual resident of
the State of Ohio ("Osborne"), THOMAS J. SMITH, an individual resident of the
State of Ohio ("Smith"), THE RETIREMENT MANAGEMENT COMPANY, an Ohio corporation
("RMC"), and the Company, as the limited partners (collectively, the "Limited
Partners," and each, a "Limited Partner"). Capitalized terms not otherwise
defined in this Amendment shall have the meanings assigned to them in the
Partnership Agreement (as hereinafter defined).

                                    RECITALS:

WHEREAS, the parties to this Amendment entered into that certain Agreement of
Limited Partnership of LSS I Limited Partnership, dated as of December 29, 1999,
governing the relationship of the Partners thereto and the management of the
affairs and business of the Partnership (the "Partnership Agreement");

WHEREAS, on April 5, 2005, the Company completed the sale of substantially all
of its self-storage facilities to U-Store-It, L.P. for a cash purchase price of
$33.7 million (the "Transaction");

WHEREAS, upon the completion of the Transaction, the Company distributed the
proceeds in accordance with the Partnership Agreement;

WHEREAS, as of the date of this Amendment, the Partnership owns two self-storage
facilities in Painesville and Gahanna, Ohio, land located in Ravenna, Ohio and
certain furniture and equipment; and

WHEREAS, the parties hereto desire to amend the Partnership Agreement, in
accordance with Section 11.1(d) thereof, as set forth below;

                                   AGREEMENT:

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NOW, THEREFORE, in consideration of the mutual premises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereby agree to amend the
Partnership Agreement as follows:

1. Section 6.5 of the Partnership Agreement is hereby deleted in its entirety
and replaced with the following amended and restated Section 6.5:

            Section 6.5 Management Fee. The General Partner, as the Partner
            responsible for the management of the affairs and business of the
            Partnership and in exchange for such services, shall be entitled to
            an annual management fee equal to six percent (6%) of the annual
            gross revenue of the Partnership (the "Management Fee"), payable at
            least annually at such times as the General Partner shall determine
            in its sole discretion. The parties hereto agree that the Management
            Fee shall, for purposes of taxation, be regarded by the Partners,
            pursuant to Section 707(a) of the Code, as a payment to the General
            Partner in a transaction between the Partnership and the General
            Partner acting other than in his capacity as a member of the
            partnership. The General Partner shall not be entitled to
            reimbursement (other than the Management Fee) for any expenses
            incurred by the General Partner in performance of its duties as
            General Partner under the Partnership Agreement, but shall rely
            solely on the Management Fee for such purpose.

2. Section 6.7 of the Partnership Agreement is hereby amended by deleting and
reserving Section 6.7(a) thereto.

3. The definition of "Exchange Factor" in Section 1 of Exhibit D to the
Partnership Agreement is hereby deleted in its entirety and replaced with the
following amended and restated definition:

            "Effective as of April 22, 2005, Exchange Factor" shall mean 10.9%,
            provided that such factor shall be adjusted in accordance with the
            Anti-dilution Provisions of Paragraph 7 hereof.

4. Section 7 of Exhibit D to the Partnership Agreement is hereby amended by
adding the following Subsection (e) thereto:

            (e)   If any event occurs as to which any of the provisions of this
            Section 7 are not strictly applicable, or if strictly applicable,
            would not fairly protect the exchange rights of a holder of
            Partnership Units or otherwise would not fairly protect the REIT
            shareholders, the General Partner shall make such other adjustments
            to the number of REIT Shares issuable upon exchange of a Partnership
            Unit, as determined by the General Partner's board of directors
            exercising its reasonable judgment, as it deems necessary to comply
            with the established interests and principles of this Section 7,
            including, but not limited to, the adjustment of the definition of
            Exchange Factor.

5. Except as explicitly amended by this Amendment, the Partnership Agreement
remains unmodified and in full force and effect.

                             <signature page follows>

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      IN WITNESS WHEREOF, this First Amendment to Agreement of Limited
Partnership of LSS I Limited Partnership has been duly executed and delivered by
the parties as of the date first written above.

                                           GENERAL PARTNER:

                                           JOHN D. OIL AND GAS COMPANY,
                                           a Maryland corporation

                                           By:  /s/ Thomas J. Smith
                                                -------------------
                                           Name:  Thomas J. Smith
                                           Title: President and Chief Operating
                                                  Officer

                                           CLASS A LIMITED PARTNERS:

                                           /s/ Richard M. Osborne
                                           ----------------------
                                           RICHARD M. OSBORNE

                                           /s/ Thomas J. Smith
                                           ----------------------
                                           THOMAS J. SMITH

                                           RETIREMENT MANAGEMENT COMPANY,
                                           an Ohio corporation

                                           By:  /s/ Richard M. Osborne
                                                ----------------------
                                           Name: Richard M. Osborne
                                                 Title:  Sole Shareholder

                                           CLASS B LIMITED PARTNER:

                                           JOHN D. OIL AND GAS COMPANY,
                                           a Maryland corporation

                                           By:  /s/ Thomas J. Smith
                                                ----------------------
                                           Name:  Thomas J. Smith
                                           Title: President and Chief Operating

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