CONTRACT OF SALE (Fern Park)

           THIS CONTRACT, made as of May 17, 1996, by and between
Hutton/GSH American Storage Properties (Fern Park), L.P., a Florida limited
partnership ("Seller"), and Public Storage, Inc., a California corporation
("Buyer").
                              W I T N E S S E T H:

           WHEREAS, Seller desires to sell and Buyer desires to purchase
all of Seller's  right, title and interest in the real property listed
on Exhibit A attached hereto and made a part hereof, the improvements and
any fixtures and personalty, presently existing  and located thereon and
therein and the items set forth on Exhibit  A (the "Property"), all upon
the terms and subject to the conditions hereinafter set forth;

           WHEREAS, as of the date hereof, Buyer and Seller have
simultaneously entered into a  Contract  of Sale  (Virginia) (the
"Virginia Contract") in respect of seven self-service storage facilities
located in Virginia (the "Virginia Properties") and a Contract of Sale
(Oakridge) (the "Oakridge Contract") in respect of one self-service
storage facility located in Florida (the "Oakridge Property"); and

          WHEREAS, following such sale, Seller intends to liquidate and
distribute its net assets (including the proceeds of such sale) to its
partners.

           NOW, THEREFORE, in consideration of the foregoing, the sum of
$1.00 by each party in hand paid to the other, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, do
hereby mutually agree as follows:

          1.  Agreement to Purchase and Sell.
              ------------------------------
          Subject to the terms and conditions hereinafter set forth,
Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller,
free and clear of all liens, claims, encumbrances and  other charges,
except the Permitted Exceptions (as hereinafter defined), all of Seller's
right, title and interest in and to the Property.

          2.  Purchase Price.
              --------------
          The purchase price ("Purchase Price") for the Property, which
Buyer agrees to pay, is the sum of $3,900,000, payable as follows:

               (a)  $250,000, as the downpayment (the "Downpayment"), upon
the execution of this Contract by wire transfer of immediately available
funds to the account of Escrow Agent (as hereinafter defined), to be held
by the Escrow Agent in accordance with this Section 2 and subject to
Section 24.

               (b)  The remainder of the Purchase Price at Closing (as
hereinafter defined), by wire transfer of immediately available funds to
Seller's account pursuant to Seller's instructions.

           The Title Insurer (as hereinafter defined) shall act as escrow
agent (the "Escrow Agent") and shall hold the Downpayment in accordance
with the provisions of the escrow agreement annexed hereto as Exhibit B and
made a part hereof (the "Escrow Agreement"), which Escrow Agreement is
being executed simultaneously with this Contract.
           Any interest earned on the Downpayment shall accrue to the
benefit of Buyer.

          3.  Evidence of Title.
              -----------------
          (a)  Seller shall convey to Buyer at Closing (as hereinafter
defined) good and valid marketable  fee simple title to the Property, subject
to any covenants, conditions, rights of way, restrictions, easements and
other matters affecting title, which do not materially impair the use or the
value of the Property (collectively, the "Permitted  Exceptions";  provided,
however, that Permitted Exceptions shall expressly exclude any Unpermitted
Exceptions (as hereinafter defined)).

          (a)  Buyer shall obtain and promptly deliver to Seller within 30
days after the date hereof (i) commitments  for ALTA policies of owners title
insurance or the equivalent thereof in the applicable jurisdiction (the
"Title Commitments")  issued by Chicago Title Insurance  Company (the "Title
Insurer") showing fee simple title to the Property as vested in Seller and
to be vested in Buyer, subject to the Permitted Exceptions and any
standard "preprinted" exceptions set forth in the Title Commitments
and (ii) updated surveys prepared by licensed land surveyors according to
ALTA standards (or the equivalent thereof in the applicable
jurisdiction) showing the boundaries of the Property, the location of any
easements, rights-of-way, improvements and encroach ments thereon and
certifying the number of acres (to the nearest one thousandth acre)
comprising the Property (the "Surveys").

          (b)  As used herein, the term "Unpermitted Exception" shall mean
with respect to the Property (provided the same is not caused by the actions
of Buyer):

                (A)  Any building encroachment or sign en croachment (i) on
     real estate not owned by Seller, (ii) on a setback line, or (iii) in
     violation of a binding easement burdening the Property, in each case
     which materially impairs the use or value of the Property;

                (B)  Any defect in the Seller's chain of title which would
     prevent Seller from being able to convey title to the Property in fee
     simple at Closing under the laws of the state in which the Property
     is located, unless the Title Insurer is willing to issue a policy of
     title insurance which contains affirmative coverage for claims arising
     solely out of such defect;
     
                 (C)  Any easement which burdens the Property such that
     access or use is compromised, in each case which materially impairs the
     use, access or value of the Property;

                 (D)  Any lack of access or easements necessary to operate
     the Property as a self-storage facility in the manner which such
     Property has been operated by Seller prior to Closing, in each case
     which materially impairs the use, access or value of the Property;

                 (E)  Any liens for the payment of money other than real
     estate taxes, association assessments, special district taxes and
     related charges not yet due and payable; and

                 (G)  (i) the failure to be in material conformance with the
     then applicable local zoning codes, (ii)  if the Property is not in
     conformance with the then applicable local zoning codes, the failure
     of the Property to have the status equivalent to a "non-conforming
     use" and (iii) the existence of a permanent and final order by the
    applicable local jurisdiction which materially impairs the use or
     value of the Property.

          4.  Inspections.
              -----------
          (a) Buyer may conduct the due diligence investigation described
below until the 30th day following the date hereof (the "Investigation
Period").

          (a)  Prior to the termination of the Investigation Period,
Buyer or Buyer's attorney may deliver to Seller a notice (a "Defect
Notice") setting forth a reasonable description of any Title Defects,
including any Unpermitted Exceptions, Structural Defects (as hereinafter
defined), Environmental Defects (as hereinafter defined) or Sales
Package Defects (as hereinafter defined) (collectively "Material
Defects") that it has discovered with respect to the Property.  Such
description shall include copies of any reports, studies, audits,
searches and similar documentation relating to the Material Defects
discovered in connection with Buyer's investigation and Buyer's estimate
of the cost to cure any such described Material Defects.

          Within 10 days of receiving such a Defect Notice, Seller shall
deliver a notice to Buyer with respect to each affected Property (i)
disputing such Material Defects, (ii) stating that some or all of the
Material  Defects  have been, or agreeing  prior  to  the Closing  that  they
will be, cured or (iii)  agreeing  to grant the Buyer a credit against the
Purchase Price equal to  the  cost  to  cure such Material  Defects.
Notwith standing clause (a) above or anything in the Contract  to the
contrary, Seller shall not be  obligated  to  grant Buyer  a  credit  against
the  Purchase Price  to  cure Material Defects (other than Environmental
Defects)  with respect to the Property in excess of $500,000, subject to
Section  24.   If the cost to correct any  Environmental Defect  exceeds 10%
of the value of the Property  as  set forth  in  Exhibit  C attached hereto
and  made  a  part hereof,  Seller  shall  have the option  to  remove  such
affected   Property from  the  transaction  contemplated hereby,  in each
case the Purchase Price shall be reduced in accordance with Exhibit C.

          If Buyer has alleged any Material Defects which Seller  has
disputed or the cost to cure  such  Material Defects is in dispute, the
parties shall endeavor in good faith  to  resolve such dispute.  If they do
not  resolve such dispute within 10 days, the matter in dispute shall be
submitted  to  binding arbitration  by  the  American Arbitration Association
(the "Association") (or any  suc cessor  organization) (provided that, in the
event  of  a dispute  as to an Environmental Defect, the  arbitration shall
be  performed  by a reputable arbitrator  with  at least 10 years experience
in environmental matters).  All arbitration shall be finally determined in
New York  City and shall be governed (except as provided above) in accor
dance  with the Rules for Commercial Arbitration  of  the Association  (or
any successor thereto) and the judgment or  the award rendered may be entered
in any court having jurisdiction.  Each party shall pay 50% of the  fees  and
expenses  of the Association.  The Closing Date shall  be adjourned with
respect to the Property pending resolution of the matter in dispute.

          Notwithstanding  anything herein  to  the  con trary, Seller shall
have the right to adjourn the Closing Date  for  a  reasonable period as
shall be necessary  to cure any Material Defect.

          Notwithstanding  anything   herein   to   the contrary,  the
discovery  of  any  defects  or  Material Defects shall not give rise to any
right of Buyer to  (i) terminate this Contract or remove the Property  from
the transaction  contemplated hereby or (ii) except  for  the cost  of
curing Environmental  Defects,  obtain  credit against the Purchase Price in
excess of $500,000 to  cure Material Defects, subject to Section 24.

          (b)  Seller shall make available to Buyer any Phase I
environmental site assessments and Phase II environmental assessments of
the Property, if any, previously performed for  Seller.  Buyer may obtain
additional Phase I environmental site assessments of the Property and
otherwise inspect the Property to conduct its due diligence  review thereof.
Buyer  shall  conduct  all  environmental  due diligence in a commercially
reasonable manner, and  shall use  reasonable efforts to minimize any
interference with or  impairment  of the regular conduct  of  the  Seller's
business.   If  Buyer's environmental  due  diligence  indicates  a
potential material environmental  liability, Buyer  may  conduct  a Phase II
environmental  assessment (the  Phase I environmental site assessment and
Phase II environmental  assessments, if any, shall be collectively referred
to  as the  "Environmental  Reports")  on  the Property, provided (i) Buyer
has provided Seller  with  a copy of the Phase I environmental site
assessment describing such condition, (ii) Buyer has provided Seller with a
copy  of  the scope of work proposed for such  Phase  II environmental
assessment, (iii) Seller consented to  such additional  Phase  II
environmental  assessment, which consent  shall not be unreasonably withheld
or  delayed, and  (iv) Seller has agreed to a reasonable extension  of the
Inspection Period following the receipt of any Phase I  environmental site
assessment which recommends a Phase II  environmental assessment be performed
on the Property in order for Buyer to perform further environmental  due
diligence with respect to the Property.

         (c)  Seller shall make available to Buyer upon Buyer's
reasonable  request no later than 10 days  following  the date of full
execution of this Contract, to the extent in the  possession or control of
Seller and relating to  the Property,  a copy of the current Form 10-K of
Seller  on file   with   the  Securities  and  Exchange   Commission
including all  exhibits thereto, copies of  the  Service Contracts (as
hereinafter defined), the most recent  rent rolls  available  to  the
managing  general partner  of Seller,  and copies of insurance policies and
all  other information and records pertaining to the Property within Seller's
possession or control.  Buyer acknowledges  that all non-public information
contained in such documents is confidential.  Buyer shall have the right,  at
its  sole cost  and  expense,  to  conduct its  own  audit  of  the Property.
Buyer agrees not to disclose such  information to  any  person  except  to
Buyer's officers,  employee, agents  and  contractors for purposes of
conducting  this transaction,  and  Buyer shall require  any  such  person
receiving such information to protect the confidentiality thereof,  except
to  the extent such  information  is  a matter  of  public record or becomes
a matter  of public record  through  no fault or action of Buyer  or  Buyer's
officers, employee, agents or contractors.

          (d)  Buyer shall have the right to contact existing commercial
tenants which lease in excess of 1,000 sq.  ft from  Seller, as selected by
Buyer; provided that, Seller shall have the right to participate in and/or
monitor any discussions  or  correspondence between  Buyer  and  such
selected existing tenants.

          (e)  Within five days of the execution of this Contract,
Seller shall provide Buyer with copies  of  all of Seller's yellow page
advertisements and contracts with respect to the Property.

          (f)  Other than with respect to the documents made available
by Seller pursuant to Section 4(d)  and  other than  as  specified in Section
12, all of  the  foregoing studies,  audits and investigations by or  on
behalf of Buyer, including, without limitation, Phase II environmental
assessments, shall be at Buyer's sole cost,  expense and  risk,  and Buyer
shall restore the Property  to  the condition existing prior to the
performance of  any  such studies,  audits and investigations.  Prior to
commencing any  such studies, audits and investigations, Buyer shall furnish
to  Seller a certificate of insurance evidencing comprehensive general public
liability insurance insuring the  person or entity performing such studies,
audits and investigations  and listing  Seller  and   the   general partners
of Seller as additional insureds thereunder.

          (g)  The term "Structural Defects" shall mean material
structural  flaws to foundations, load bearing  walls  or roof support
systems affecting the Property, set forth in a  report  certified  by  an
engineer licensed  in  the applicable  jurisdiction, but excluding any  flaws
which are common  or  usual  in similar  assets  of  like  age assuming
reasonable repair  and  maintenance  has  been performed to the foundations,
load bearing walls or  roof support  systems.  Such report shall state the
aggregate cost to  cure all material structural flaws with respect to the
Property.

          (h)  The term "Title Defects" shall mean any matter, objected
to by Buyer, encumbering the Property other than the Permitted Exceptions
(the "Title Defects").

          (i)  The term "Environmental Defect" shall mean "Hazardous
Materials" (hereinafter defined) located  in, on  or  under the Property in
violation of any Environmental Laws (hereinafter defined).

          (j)  The term "Sales Package Defects" shall mean misstatements
in the  income and expense statements  and rent  roll  previously delivered
by Seller to  Buyer  and actually relied upon by Buyer in good faith, in each
case other  than  misstatements which do not in the  aggregate have a
material adverse effect on the Property.

          (k)  In order to establish an Environmental Defect, Buyer
shall be required to deliver to Seller on or prior to  10  days after the
earlier of (i) Buyer's receipt  of the   Environmental  Reports  or  (ii)
the end  of  the Inspection  Period, as to each Property,  written  notice
reasonably detailing any Environmental Defect.  Buyer and Seller  shall make
reasonable efforts to agree as to  the existence  of  and  the  cost to cure
any  Environmental Defect.   If  Buyer  and  Seller  do  not  agree  on  the
foregoing  within  15  days  after  Seller's  receipt  of Buyer's  notice
described above, then the  parties  shall submit  the  matter to binding
arbitration in  accordance with the terms hereof.

          (l)  As used herein, "Environmental Laws" means all federal,
state  and local statutes, codes,  regulations, rules,  ordinances, orders,
standards, permits, licenses, policies  and  requirements (including  consent
decrees, judicial decisions and administrative orders) relating to the
protection, preservation, remediation or conservation of  the  environment or
worker health or safety,  all  as amended  or  reauthorized, or  as
hereafter amended  or reauthorized,  including  without  limitation,  the
Comprehensive  Environmental Response,  Compensation  and Liability Act
("CERCLA"), 42 U.S.C. Section 9601 et seq., the  Resource  Conservation  and
Recovery  Act  of  1976 ("RCRA"),  42 U.S.C. Section 6901 et seq., the
Emergency Planning  and Community Right-to-Know Act ("Right-to-Know Act"), 42
U.S.C. Section 11001 et seq., the Clean Air Act ("CAA), 42 U.S.C. Section
7401 et seq., the Federal Water Pollution  Control  Act ("Clean Water  Act"),
33 U.S.C. Section  1251 et seq., the Toxic Substances  Control  Act ("TSCA"),
15 U.S.C.  Section 2601  et  seq.,  the  Safe Drinking Water Act ("Safe
Drinking Water Act"),  42  U.S. C.  Section 300f et seq., the Atomic Energy
Act ("AEA"), 42  U.S.C. Section 2011 et seq., the Occupational  Safety and
Health Act ("OSHA"), 29 U.S.C. Section 651 et  seq., and  the  Hazardous
Materials Transportation  Act  (the "Transportation Act"), 49 U.S.C. Section
1802 et seq. As used  herein, "Hazardous Materials" means: (1) "hazardous
substances,"   as defined  by  CERCLA;  (2)   "hazardous wastes," as defined
by RCRA; (3) any radioactive material including,   without  limitation,  any
source,   special nuclear  or by-product material, as defined by  AEA;  (4)
friable asbestos; (5) polychlorinated biphenyls; and  (6) any  other
material, substance or waste regulated  under any Environmental Laws.

          5.  Condition of the Property.
              -------------------------
          Subject only to Seller's covenants, representations  and
warranties in this  Contract, Buyer shall purchase the Property in  its "AS
IS" condition at the Closing Date, subject to  all latent and patent defects
(whether physical, financial or legal, including title defects), based
solely on Buyer's own  inspection, analysis and evaluation of the  Property
and  not in reliance on any records or other information obtained  from
Seller or on Seller's behalf.  Subject  to Section 4(k), Buyer acknowledges
that it is not relying on  any  statement  or representation  (other than any
representations, warranties,  covenants  and indemnifications contained in
this Contract) that has been made or that  in the  future may be made by
Seller  or  any  of Seller's  employees, agents, attorneys or representatives
concerning the condition  of  the  Property (whether relating  to  physical
conditions, operation performance, title,  or legal matters).  Without
limiting the foregoing,  any  information disclosed in writing to  Buyer  in
connection with any investigations, inspections, tests or analyses performed
prior to Closing, shall be deemed  not violative of any warranty or
representation of Seller, if Buyer proceeds to Closing hereunder.

          6.  Closing.
              -------
          Upon the terms and subject to the conditions  of this Contract,
the transfer of title and possession of the Property (the "Closing") shall be
held at the offices  of  Skadden, Arps, Slate, Meagher  & Flom,  919 Third
Avenue,  New York, New York 10022 at  10:00  a.m., local time, on the date
which is two business days after Seller  has received the Partnership Consent
(as hereinafter  defined)  or  such other date as the parties  shall agree.
The date on which the Closing occurs  is  herein called the "Closing Date".

          7.  Conditions to Seller's and Buyer's Obligation to Close.
              ------------------------------------------------------
          The obligations of Seller and  Buyer  to  close under this Contract
are subject to the fulfillment, prior to or at Closing, of each of the
following:

          (a)  Seller shall have obtained consents to the sale of the
Property  (the  "Partnership  Consent")  by  limited partners  holding a
majority in interest of the units  of limited partnership interests.

          (b)  There shall not be in effect any statute, regulation,
order, decree or judgment of any governmental entity  having  jurisdiction
which  renders  illegal  or enjoins  or prevents in any material respect the
sale  of the Property to Buyer.

          (c)  The closings of the transactions contemplated by the
Virginia  Contract and the Oakridge  Contract  shall have  occurred,  unless
either closing  shall  have  been adjourned by Seller or any of the Virginia
Properties  or the  Oakridge Property shall have been removed by Seller, in
each case, in accordance with the terms thereof .

          8.  Conditions to Seller's Obligation to Close.
              ------------------------------------------
          The obligations of Seller to close under this  Contract  are
subject to  the fulfillment, prior to or at Closing,  of each of the
following:

          (a)  The representations and warranties of Buyer shall have
been true and correct in all material respects when made  and  shall  be
true and correct  in  all  material respects as of the Closing Date, as if
made at and as  of such date except as otherwise expressly provided herein.

          (b)  On and as of the Closing Date, Buyer shall have performed
and  complied with, in all material  respects, all agreements and covenants
required by this Contract to be  performed or complied with prior to or on
the Closing Date.

          9.  Conditions to Buyer's Obligation to Close.
              -----------------------------------------
          The obligations of Buyer to close under this  Contract  are
subject to  the fulfillment, prior to or at Closing,  of each of the
following:

          (a)  The representations and warranties of Seller shall have
been true and correct in all material respects when made  and  shall  be
true and correct  in  all  material respects as of the Closing Date, as if
made at and as  of such  date except as otherwise expressly provided herein,
in each case other than failures to be true and correct which  do  not  in the
aggregate have a material  adverse effect on the Property.

          (b)  On and as of the Closing Date, Seller shall have
performed  and  complied with, in all material  respects, all agreements and
covenants required by this Contract to be  performed or complied with prior
to or on the Closing Date, other than failures to perform and comply which
do not in  the aggregate have a material adverse effect  on the Property.

          10.  Deliveries.
               ----------
          (a)  Seller's Deliveries.  Upon the terms and subject to the
conditions of this Contract, on the Closing  Date (except  as  expressly
provided otherwise), Seller  shall convey the Property and its related
interests to Buyer by delivery of the following documents in form and
substance reasonably acceptable to both parties:

               (i)     quit claim deed in recordable form (provided, however
that Seller shall deliver to  Buyer  a  special warranty deed if the Title
Insurer is unwilling to  issue a  policy  of title insurance which is
customary in the applicable  jurisdiction containing  no  exceptions  from
coverage solely out of the delivery by Seller of  a  quit claim deed);

               (ii)    non-recourse bill of sale for the Property conveying
any fixtures and personalty owned  by  Seller without covenants;

               (iii)   non-recourse assignment of Seller's interest, as
lessor, in any leases of space at the Property  (the "Leases") and security
deposits for the Property;

               (iv)    non-recourse assignment, to the extent assignable, of
Seller's rights under any service or maintenance  con tracts  (including,
without limitation,  yellow  pages, landscaping, security and refuse removal
contracts) relating to the Property (the "Service Contracts");

               (v)     non-recourse assignment, to the extent assignable, of
any licenses, permits and unexpired  warranties  and guarantees, if any,
pertaining to the Property;

               (vi)    certificates and resolutions as reasonably requested
by Buyer demonstrating the authority  of  the persons executing documents at
Closing;

               (vii)   non-foreign affidavit;

               (viii)  originals, and/or copies, of the Leases in Seller's
possession (which deliveries may be made at  the Property) and a copy of
Seller's standard form  of  lease for the Property;

               (ix)    all documents and instruments reasonably required by
the Title Insurer to issue the title policies;

               (x)     possession of the Property to Buyer;

               (xi)    evidence of the termination of the management
agreement, if any, for the Property;

               (xii)   a form of notice to the tenants of the Property of the
transfer of title and assumption by Buyer of  the  landlord's obligations
under the Leases and  the obligation to refund the security deposits;

              (xiii)  an updated rent roll for the Property;

               (xiv)   all permits (including, without limitation,
certificates of  occupancy, building permits,  variances and conditional use
permits), licenses (including, without limitation, business licenses) and
approvals that Seller has in its possession relating to the Property;

                (xv)   an inventory of all personalty owned by Seller located
in or on the Property;

                (xvi)  copies of current real property tax bills and utility
statements; and

                (xvii) a certificate of each of the general partners of
Seller to the effect that all of the representations and warranties of Seller
are true and correct at Closing, in  each  case other than failures to be true
and correct which  do  not  in the aggregate have a material  adverse effect
on the Property.

     Seller shall make reasonable efforts to obtain (i)  a reliance
letter for the benefit of Buyer from  the environmental  engineer or other
person having  performed any  Phase I environmental site assessments or  Phase
II environmental  assessments on behalf of  the  Seller  and (ii)  at  least
five days prior to the Closing Date,  all documents  required by any
applicable telephone  company, including   supersedure  papers,  to  transfer
Seller's telephone  number,  telephone  listing  and  yellow  page
advertisements to Buyer (in each case, only to the extent transferable);
provided, however, in each case,  no  such transfer  shall be effective until
immediately after  the Closing.

          (b)  Buyer's Deliveries.  Upon the terms and subject to the
conditions  of this Contract, on the  Closing  Date, Buyer shall deliver the
following:

                (i)    assumption of the Leases, security deposits and the
Service Contracts;

                (ii)   certificates and resolutions as reasonably requested
by  Seller demonstrating the authority  of  the persons executing documents at
Closing;

                (iii)  a certificate of an officer of Buyer to the effect
that all of the representations and warranties  of Buyer  are  true and
correct in all material respects  at Closing;

                (iv)   indemnification agreement with respect to Buyer's and
its representatives'  inspection  of  the  Property during the Inspection
Period; and

                (v)    balance of the Purchase Price by wire transfer.

          11.  Proration Items.
               ---------------
          The following shall be apportioned and adjusted between the parties
as  of  mid night  of the day preceding the Closing Date ("Adjustment Date"):

          (a)  Real estate and other taxes, assessments and charges,  and
other municipal and state charges,  license and  permit  fees, water and
sewer rents and charges,  if any, on the basis of the fiscal period for which
assessed or charged;

          (b)  Water, electric, gas, steam and other utility charges for
service furnished to the Property;

          (c)  Fuel, if any, and all taxes thereon, on the basis of a reading
taken as close as possible to the Adjustment Date;

          (d)  Base rents and any other rental payments (including,   without
limitation,  any   prepaid   rent, percentage rent, escalation charges for
real estate taxes and  operating  expenses, cost-of-living adjustments  and
parking rents) (the "Rents") paid or payable  under  the terms of any Lease for
the month of closing;

          (e)  Any amounts paid or payable under Service Contracts being
assigned to Buyer;

          (f)  All costs associated with telephone directory listings and any
other prepaid advertising; and

          (g)  Any other customary adjustments made in connection with the
sale of similar buildings.
          Seller  will not assign to Buyer  any  of  the hazard insurance
policies affecting the Property then  in force.  There will therefore be no
proration of insurance costs  at  Closing.  Except as may be otherwise
provided herein, all other expenses which are attributable to  the period
prior to the Closing Date shall be the obligation of  Seller and those which
are attributable to the period from  and  after the Closing Date shall be the
obligation of Buyer.
          For  purposes  of the foregoing apportionments and adjustments, the
following procedures shall govern:

                (i)   If the Closing Date shall occur before the real
estate tax rate is fixed, the apportionment of such taxes shall  be  made
upon the basis of the tax  rate  for  the immediately  preceding year,
applied  to the  latest  as sessed valuation;

                (ii)   If there are water meters on the Property, Seller
shall  furnish  meter readings to a date  not  more  than thirty days prior
to the Adjustment Date; and the unfixed meter  charges for the intervening
time to the Adjustment Date  shall  be  apportioned on the basis of  such
meter readings,  and  any  such meter charges  for  the  period subsequent to
the Adjustment Date shall be paid by Buyer;

                (iii)  The apportionment of utility charges shall be
made  upon the basis of charges shown on the latest available bills for such
utilities.  The charges shown on such available bills for periods prior to
the Adjustment  Date shall be paid by Seller, and for the period from the
date of each  such last available utility bill to the  Adjustment  Date  an
apportionment shall be made based  on  the amount charged for the period
covered by such last  available bill;

                (iv)   All taxes, water and sewer charges and assessments
for public improvements which are liens upon the Property as  of  the Closing
Date, will be allowed to Buyer  as  a credit  against the Purchase Price,
subject to  apportionment  as  herein provided, and the existence of any
such lien shall not constitute an objection to title;

                (v)    If any tenants are required to pay Rents which
are  collected by Buyer within sixty (60) days after  the Closing  Date and
which are attributable in whole  or  in part to any period prior to the
Closing Date, Buyer shall promptly  pay  to  Seller, Seller's  proportionate
share thereof;

                (vi)   If any tenants are required to pay Rents which
are  collected by Seller within sixty (60) days after the Closing  Date and
which are attributable in whole  or  in part  to any period after the Closing
Date, Seller  shall promptly  pay  to  Buyer,  Buyer's  proportionate   share
thereof;

                (vii)  If any tenant is in arrears in the payment
of  Rents  on the Closing Date, Rents received from  such tenant  after  the
Closing Date shall be applied  in  the following  order  of priority: (a)
first to  any  months preceding  the  month in which the Closing occurred;
(b) then to the month in which the Closing occurred; and  (c) then  to  any
months following the month  in  which  the Closing  occurred.  If Rents or any
portion thereof  are received  by Seller or Buyer during the period  which
is sixty (60) days after the Closing Date and are payable to the  other
party  by reason  of  this  allocation,  the appropriate  sum  shall be
promptly  paid to the  other party.   The obligations of Buyer and Seller
pursuant  to this Section  11(vii) and the two immediately  preceding
Sections shall survive the Closing for a period of ninety (90)  days  after
the Closing Date, during which period Buyer  and Seller shall agree on a
reconciliation of  the prorations described herein.
          Except as expressly provided, the provisions of this Section 11
shall survive the Closing.

          12.  Surveys, Transfer Taxes and Other Costs.
               ---------------------------------------
          Subject to  Section 24, Buyer and Seller shall each pay for  one-
half of (a) the cost of obtaining any Title Commitments, Surveys   and  Phase
I environmental  site assessments obtained   by  Buyer  in  connection  with
the   Closing hereunder and reports regarding structural  Defects  and (b)
transfer  taxes, documentary stamp taxes,  recording charges and other taxes
or charges imposed by any  governmental  entity  in connection with the
transfer  of  the Property; provided, however, if the aggregate amount  set
forth  in  clauses (a) and (b) exceeds $200,000,  Seller shall  pay  the
amount in excess of $200,000 and  if  the aggregate amount exceeds $400,000,
then, Buyer and Seller shall  each  pay for one-half of all remaining  costs
in excess  of  $400,000.  Buyer shall deliver to  the  Title Insurer at
Closing certified checks or wire transfers  of immediately available funds in
the respective amounts  of each premium for any title insurance, made payable
as requested or required by the Title Insurer.  Other than  as expressly
provided herein, each of the parties shall  pay for  any  and all costs which
it may incur in  connection with the transactions contemplated herein.

      The provisions of this Section 12 shall survive the Closing.
                                    
          13.  Representations and Warranties of Seller.
               ----------------------------------------
As an inducement for  Buyer  to  purchase  the  Property  from Seller,
Seller represents and warrants  to  Buyer  the following:

          (a)  Title to Real Estate.  Seller has good, valid, marketable
and insurable title to the Property  together with  the  improvements
situated thereon subject  to  the Permitted Exceptions.

          (b)  Organization and Authority.

                (i)    Seller is duly organized and validly existing under
the  laws  of  the  State  of  Florida,  has  full partnership power and
authority to carry on its  business as it is now being conducted and shall
have, upon receipt of  the  Partnership Consent, full partnership power  and
authority to consummate the transaction.

                (ii)   Seller has the requisite partnership power and
authority to  execute, deliver and perform this  Contract. The  execution,
delivery and performance of this Contract and  the  consummation  of the
transactions contemplated hereby  have  been duly authorized by all necessary
partnership action on the part of Seller (subject to  obtaining the Partnership
Consent). This Contract is a  valid and  binding  obligation of Seller,
enforceable against Seller in accordance with its terms.

                (iii)  Neither the execution and delivery of this Contract
nor the consummation of the transactions  contemplated  hereby  in the manner
herein provided  nor  the fulfillment  of  or compliance with the
terms  and  conditions hereof shall:

                       (A)  contravene any material provision of the
Seller's Agreement of Limited Partnership; or

                       (B)  violate, be in conflict with, constitute a
default under,  cause  the acceleration of any payments  pursuant to,  or
otherwise impair the good standing, validity,  or effectiveness  of  any
agreement,  contract,  indenture, lease,  or mortgage, or subject any
properties or  assets of  Seller  to any indenture, mortgage, contract,
commitment,  or  agreement other than this  Contract  to  which Seller  is
a party or by which Seller is bound, which  in the aggregate would have a
material adverse effect on the Property  and/or Seller's ability to
perform all  of  its obligations hereunder.

          (c)  Pending Actions.  No litigation actions are pending  or, to
Seller's knowledge, threatened against  the Property  or  Seller  which
would  materially  adversely affect  either  the  Property  or  the  Seller
or which challenge the execution, delivery or performance of  this Contract.

          (d)  Rent Roll.  The final rent roll to be delivered by Seller
with  respect  to  the  Leases  promptly   after execution of this Contract
will be true, accurate and complete; said rent roll additionally will reflect
all  rent concessions   and  security  deposits  and  all leasing commissions
and referral fees due or owed.

          (e)  Service Contracts.  The schedule of Service Contracts
delivered by Seller is true, correct and complete in  all material respects
and Seller has no knowledge  of any defaults under any such contracts.

          14.  Representations and Warranties of Buyer.
               ---------------------------------------
          As an inducement  for Seller to sell the  Property  to  Buyer,
Buyer represents to Seller the following:

          (a)  Organization and Authority.

                (i)    Buyer is a corporation duly organized and validly
existing under the laws of the State of Delaware and  has  full corporate
power and authority to carry  on its business as it is now being conducted.

                (ii)   Buyer has the requisite corporate power and authority
to execute, deliver and perform this Contract. The  execution, delivery and
performance of this Contract and  the  consummation  of the transactions
contemplated hereby  have been duly authorized by all necessary corporate
action  on the part of Buyer.  This Contract  is  a valid   and binding
obligation  of  Buyer,  enforceable against Buyer in accordance with
its terms.

                (iii)  Neither the execution and delivery of this Contract
nor the consummation of the transactions  contemplated  hereby in the manner
herein provided nor the fulfillment  of  or compliance with the terms and
conditions hereof shall:

                       (A)  contravene any material provision of the
Certificate of Incorporation or Bylaws of Buyer; or

                       (B)  violate, be in conflict with, constitute a
default  under,  cause the acceleration of  any  payments pursuant  to,  or
otherwise impair  the  good  standing, validity,  or  effectiveness of any
agreement,  contract, indenture,  lease, or mortgage, or subject any
properties or  assets of Buyer to any indenture, mortgage, contract,
commitment, or agreement to which Buyer is a party or  by which Buyer is
bound which, in the aggregate, would  have a  material adverse effect on
Buyer's ability to perform all of its obligations hereunder.

       (b)  Adequate Funds.  Buyer has adequate funds or available
credit resources to pay the Purchase Price  at  the Closing as provided
hereunder.

          15.  Default and Damages.
               -------------------
          (a)  Buyer's Remedies.  If Buyer shall elect to proceed with the
performance of this Contract  notwithstanding the failure to be satisfied
of any  conditions to Closing, Buyer shall be deemed to have waived the
requirement that those conditions which Seller is  unable to perform  be
satisfied.   Notwithstanding anything contained herein, in no event shall
Seller,  its officers, directors, partners, agents and representatives have
any personal liability under this Contract whatsoever except  with  respect
to those  provisions  of  this Contract which expressly survive the Closing,
and Buyer's sole  recourse  for  Seller's failure to consummate  the Closing
in accordance with the terms of  this  Contract shall be to receive a refund
of the Downpayment with  all accrued  interest thereon upon termination  of
this Contract or, if appropriate, to sue for specific performance hereunder.
       In  the  event Seller fails to consummate  the Closing  in
accordance with the terms of this  Contract, Buyer  may  terminate this
Contract and shall  receive  a "Termination  Fee"  in  the  amount  of
$750,000,  which Termination Fee shall be in addition to the return of the
Downpayment  plus  all  accrued  interest  thereon   plus Buyer's out of
pocket costs and expenses relating to  the purchase of the Property
(including, without, limitation, reasonable  attorneys' fees and expenses) to
be  paid  by Seller on demand.  Notwithstanding the foregoing, in  the event
Seller fails to consummate the Closing for failure to obtain the Partnership
Consent, so long as the general partners  of  Seller  have recommended  and
continue  to recommend to the limited partners of Seller the  sale  of the
Property to Buyer, the Termination Fee shall consist solely of all of Buyer's
out-of-pocket costs and expenses relating  to  the  purchase of the  Property
(including, without,  limitation,  reasonable  attorneys'  fees   and
expenses).  Buyer's sole recourse for Seller's failure to consummate  the
Closing in accordance with the  terms  of this  Contract  shall be the
receipt of  the  Termination Fee,  as  set  forth  above,  upon  termination
of  this Contract,  together with the return of  the  Downpayment plus all
accrued interest thereon, or, if appropriate, to sue for specific performance
hereunder.

          (a)  Seller's Remedies.  If Buyer shall be unable or unwilling
to   consummate  the  Closing  hereunder  in  violation  of  the terms
hereof, Seller shall  have  the right  (i)  to  terminate this Contract  and
retain the Downpayment,  plus  Seller's  out  of  pocket  costs  and expenses
relating to  the  sale  of   the   Properties (including,  without,
limitation, reasonable  attorneys' fees  and  expenses) to be paid by Buyer
on  demand, as liquidated  and agreed upon damages, whereupon  this  Contract
shall  be  and become null and void,  and  neither Seller  nor  Buyer nor any
of their respective Representatives shall have any further rights or
obligations hereunder  or (ii) to pursue such rights and remedies as Seller
may  have  at law or  in  equity,  including,  without limitation,  the
right to sue for specific  performance hereunder.

          16.  Brokers.
               -------
          Seller and Buyer hereby represent that each has not dealt with
any advisor, broker or finder  in connection  with this Contract.
Seller and  Buyer  shall indemnify  and hold each other harmless from and
against all  losses,  costs,  damages, expenses  and  liabilities including,
without  limitation,  reasonable  attorneys' fees,  resulting from any claims
that may be made  for  a commission  fee or other compensation by reason  of
this Contract  by  any broker, finder, advisor or person  with whom such
party has dealt in connection herewith.

      The provisions of this Section 16 shall survive the Closing.
                                    
          17.  Indemnification of Seller.
               -------------------------
          Buyer agrees to indemnify  and hold  harmless Seller,  its  general
and limited  partners,  attorneys, accountants,  agents  and employees  and
their heirs, successors and assigns, from and  against  any  claims or
demands for  any  expense, obligation, loss, cost, damage or injury arising
out  of the Buyer's inspection of the Property prior to or on the Closing Date.
      The provisions of this Section 17 shall survive the Closing.

          18.  Survival of Representations, Warranties and Indemnifications.
               ------------------------------------------------------------
          Except  as  otherwise  expressly  set forth  in  this  Contract,
none of  the representations, warranties  and  indemnifications  contained in
this Contract shall survive the Closing.

          19.  Conduct of Business.
               -------------------
          During the period from the date  hereof to the Closing Date, except
as  (a)  Buyer shall otherwise agree or (b) necessary in connection with the
transactions  contemplated  herein,  Seller shall operate  the  Property in
the ordinary and usual  course, consistent with past practice.

          20.  Reasonable Efforts; Public Announcements.
               ----------------------------------------
          Each party  hereto will use all reasonable efforts to  perform all
acts required to consummate the transactions  contemplated  hereby  as
promptly as practicable.   Such acts shall  include, without limitation, the
provision of  any information  to and submission of any  filing  with  any
governmental entity having jurisdiction.  The  foregoing notwithstanding,
except as may be required to comply with the requirements of any applicable
laws and the rules and regulations  of  each  stock  exchange  upon  which
the securities of either of the parties is listed,  no  press release  or
similar public announcement or communication shall, if prior to the Closing,
be made or caused to  be made concerning  the  execution or performance  of
this Contract, unless  the parties shall  have  consulted  in advance with
respect thereto. Seller shall provide Buyer with   reasonable   access  to
the  Property   and all information  in  its possession relating to  the
Partnership.   Buyer shall keep such information  confidential, subject  to
the terms and conditions of the Confidentiality  Agreement  dated April 4,
1996, by  and  between  the parties (the "Confidentiality Agreement").

          21.  Partnership Consent.
               -------------------
          As soon as practicable after the date hereof but no later than
fifteen (15) days after the  execution of this Contract, Seller shall prepare
and file  solicitation materials relating to the transaction contemplated
hereby which materials shall take a vote  of its limited  partners to
consider such matters.   Seller shall,  subject  to the fiduciary duties of
its general partner,  make reasonable efforts to secure the  Partnership
Consent  as promptly as practicable.   Buyer  will supply Seller  with  such
information and  reasonable assistance as Seller may request in connection
therewith.

          22.  Casualty/Condemnation to the Property.
               -------------------------------------
          (a)  If, prior to the Closing Date, any of the Property is damaged
due  to  a  casualty  (a "Casualty")  and  the  cost  of repairing  such
damage,  in  accordance  with Seller's insurance  claims,  is  less than
three percent  of  the Purchase Price, then Seller shall repair  such
Casualty prior to the Closing Date or assign to Buyer the proceeds of
Seller's policy of casualty insurance.  If the cost of repairing a Casualty
to any Property, in accordance  with Seller's insurance  claims,  equals  or
exceeds three percent of the Purchase Price, then Seller shall have the
option  to either (i) repair the Casualty to the Property prior  to  Closing
or (ii) remove the  Property from  the transaction and  terminate  this
Agreement.  Notwith standing anything herein to the contrary,  Seller  shall
have  the  right  to adjourn the Closing  Date  for such reasonable  period
as shall be necessary  to repair  any such  Casualty.  If Seller elects to
remove such Property from the transaction, then Buyer shall have the  option,
within  ten days written notice of Seller's election, to accept such Property
with an assignment of the applicable insurance proceeds due to Seller.

          (a)  If, prior to the Closing Date, all or any portion of  the
Property is condemned or taken by eminent domain, then  this  Contract shall
nevertheless  remain  in  full force  and  effect without any abatement of
the Purchase Price.   In such event, Seller shall convey the  Property to
Buyer at the Closing in its then condition, and Buyer shall  be  entitled  to
receive all net  or  condemnation awards  otherwise payable to Seller as a
result  of such loss or damage and, in full satisfaction of any claims by
Buyer  against Seller,  Seller shall  assign  to  Buyer, without  recourse
or warranty of any nature  whatsoever, all  of Seller's right, title and
interest in and to  any claims  Seller  may have to any condemnation  awards,
as well  as  all  rights or pending claims  of  Seller  with respect  to such
condemnation or taking of the  Property, and  Seller  shall pay to Buyer all
payments  theretofore made by such condemning authorities as a result of
such loss  after  deducting therefrom the costs of  collection thereof.

          (b)  Notwithstanding anything contained herein to the contrary,  if
Seller delivers notice of condemnation  or eminent   domain proceedings
which are  initiated   or threatened  between  the date of this Contract  and
the Closing  Date, Buyer shall have the right to  participate in any   and
all settlement  discussions  and   other conferences relating thereto.

          23.  Termination.
               -----------
          Notwithstanding anything con tained  herein,  this Contract may be
terminated  as  follows:

          (a)  By Seller in accordance with Sections 15(b) and 22(a) hereof.

          (b)  By Seller or Buyer, if a court of competent jurisdiction
issues a binding and final order permanently preventing the sale of the
Property to Buyer.

          (c)  By Seller or Buyer, if the partners of Seller vote against the
Partnership Consent.

          (d)  By Seller or Buyer, if the Closing does not occur  on or
before November 17, 1996, provided that  the party  seeking to terminate is
not in material breach  of this Contract.

          In the event this Contract is terminated pursuant  to  any  of the
foregoing provisions, this  Contract shall  thereupon become null and void
and neither  Seller nor  Buyer  nor  any of their respective  representatives
shall have any further rights or obligations hereunder.

          24.  Virginia Contract and Oakridge Contract.
               ---------------------------------------
          This Contract  is being  signed  contemporaneously  with  and
conditioned upon each of the Virginia Contract  and  the Oakridge Contract;
accordingly (i) if the Downpayment  is payable to Buyer or Seller pursuant
to the terms of  this Contract and/or either of the Virginia Contract  and
the Oakridge   Contract, the  aggregate   amount   of   the Downpayment paid
to such party shall be $2,000,000,  (ii) the  aggregate  limitation on the
amount of  credit  that Buyer shall be entitled to against the Purchase Price
to cure Material Defects (other than Environmental Defects) pursuant  to this
Contract and/or either of the  Virginia Contract  and  the Oakridge Contract
shall  be $500,000, (iii)  the  amounts  set  forth in  Section  12  of  this
Contract and/or either of the Virginia Contract  and  the Oakridge Contract
shall be on an aggregate basis for this Contract, the Virginia Contract and
the Oakridge Contract and  (iv)  if  the  Termination Fee is payable  to
Buyer pursuant  to this Contract and/or either of the  Virginia Contract and
the Oakridge Contract, the aggregate  amount of the Termination Fee paid to
Buyer shall be $750,000 in addition  to  the  return  of the  Downpayment
plus  all accrued interest thereon plus Buyer's out of pocket costs and
expenses  relating to the purchase of  the  Property (including,  without,
limitation, reasonable attorneys' fees and expenses).

          25.  Notices.
               -------
          Any notice which may be required or may be desired to be given
pursuant to this Contract shall be in  writing  and shall be deemed
delivered and  effective upon  actual receipt at the following addresses
or such other addresses as the parties may notify each other  by similar
notice:

          If to Seller, to:

                American Storage Properties, L.P.
                3 World Financial Center
                New York, New York  10285

                Attn: Paul L. Abbott
                         
                         
          With a copy to:

                Skadden, Arps, Slate, Meagher &
                Flom 919 Third Avenue
                New York, New York 10022

                Attn: Patrick J. Foye, Esq.


          If to Buyer, to:

                Public Storage, Inc.
                701 Western Avenue, Suite 200
                Glendale, CA 91201-2397
                
                Attn: Harvey Lenkin
                         
                         
          With a copy to:

                Hogan & Hartson, LLP
                Columbia Square
                555 Thirteenth Street, NW
                Washington, D.C., 20004-1109
                
                Attn: David B.H. Martin, Esq.


          26.  General.
               -------
          (a)  Interpretation of Words.  A masculine pronoun wherever used
herein shall be construed to include the feminine or neuter where
appropriate.  The singular form wherever used herein shall be construed  to
include the plural where appropriate.

          (a)  Assignment; Successors and Assigns; Third Party
Beneficiaries. (i)  Neither of the parties  hereto  may assign  its
respective rights under this Contract without the consent of the other
party.

                (i)   Except as otherwise provided hereby, the provisions
of this Contract shall be binding upon and inure to the  benefit  of the
parties hereto and their  respective legal representatives and successors
in interest.

                (ii)  This Contract is not intended, nor shall it be
construed,  to confer upon any party except  the  parties hereto  and their
heirs, successors and permitted assigns any  rights or remedies under or by
reason  of  this Contract.

          (b)  Time of the Essence.  Time shall be of the essence with
respect to the performance of all of the obligations hereunder.

          (c)  Entire Contract.  Subject to the terms and conditions of
the  Confidentiality  Agreement,   this Contract represents the entire
understanding between  the parties with respect to the subject matter
hereof, superseding  all  prior  or contemporaneous understandings  or
communications of  any kind, whether written or oral.  This Contract may
only be modified by a written agreement signed by both parties hereto.

          (d)  Captions.  The headings of the paragraphs herein are for
convenience only; they form no part of this Contr act and shall not affect
its interpretation.

          (e)  Governing Law.  The provisions of this Contract shall be
governed by and construed in accordance with the laws  of  the State of New
York applicable to  agreements entered into and to be performed wholly
therein.

          (f)  Counterparts.  This Contract may be executed in several
counterparts, each of which shall be  deemed  an original.  Such counterparts
constitute but one  and  the same  instrument, which may be sufficiently
evidenced  by one counterpart.

          (g)  Further Assurances.  Each of the parties hereto shall, at
the  request  of the  other  party,  execute, acknowledge and deliver any
further instruments, and take such  further  actions,  as  the  requesting
party   may reasonably  request, to carry out effectively the  intent of this
Contract.


IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.



                      HUTTON/GSH AMERICAN STORAGE PROPERTIES
                      (FERN PARK), L.P.

                      By:  American Storage Properties, L.P.,
                           its general partner

                           By:  Storage Services, Inc.,
                                its general partner

                           By:     s/Paul L. Abbott/
                                   -----------------
                           Name:  Paul L. Abbott
                           Title:  President



                      By:  Goodman Segar Hogan/American Storage
                           Properties Associates, L.P., its general
                           partner
                           
                           
                           By:     s/Mark P. Mikuta/
                                   ----------------
                           Name:  Mark P. Mikuta
                           Title:  President



                      PUBLIC STORAGE, INC.

                           By:     s/Harvey Lenkin/
                                   ---------------
                           Name:  Harvey Lenkin
                           Title:  President




                                   EXHIBIT A

                                   Property*


  Name                         Location
  ----                         --------
  South 17-92                  8226 South 17-92
                               Orlando, FL



 *The Property includes:

         (A)  All buildings and improvements located on the Property;

         (B)  All rights-of-way, alleys, waters, privileges, easements,
covenants and appurtenances which are on or benefit the Property;

         (C)  All right, title and interest of Seller in and to any
land lying in the bed of any public or private street, road, avenue, alley or
highway, opened, closed or proposed, in front of or adjoining the Property
to the center line thereof;

         (D)  All right, title and interest of Seller to any unpaid award to
which Seller may be entitled (1) due to the taking, subsequent to the
Inspection Period,  by condemnation or eminent domain of any right, title or
interest of Seller in the Property and (2) for any damage, subsequent to the
Inspection Period,  to the Property due to the change of grade of any street
or highway;

         (E)  All right, title and interest of Seller to any assignable
licenses, permits, contracts, leases, sales agreements, construction
agreements, maintenance agreements, service agreements with respect to the
Property.

         (F)  All Leases and any security deposits with respect to the
Property in which Seller holds an interest as a landlord for the use and
occupancy of all or any part of the Property; and

         (G)  All engineering reports, surveys and architectural plans, if
any.




                                EXHIBIT B
                                    
                                    
                            ESCROW AGREEMENT
                                    
     Agreement made this 17  day of May, 1996 by and among  Public Storage,
Inc. ("Purchaser"), American Storage Properties (Fern Park), L.P. ("Seller"),
and Chicago Title Company, as escrow agent ("Escrow Agent").

   1.  The Parties hereto agree that the sum of $250,000 (the "Escrow
Amount"), to be held pursuant to a Contract of Sale between Seller and
Purchaser of even date herewith (the "Contract"), shall be held in escrow by
the Escrow Agent upon the terms and conditions set forth herein.
  2.  (a) The Escrow Agent shall deliver the Escrow Amount then in its
possession in accordance with Paragraph 3 hereof to Seller (i) upon the
Closing, as that term is used in and in accordance with the Contract or (ii)
in the event that Seller makes a written demand therefor stating that
Purchaser has failed to perform Purchaser's obligations under the Contract.

      (b)  Escrow Agent shall return the Escrow Amount then in its
possession and any interest earned thereon in accordance with Paragraph 3
hereof to Purchaser in the event that Purchaser makes a written demand
therefor stating (i) that Seller has failed to perform Seller's obligations
under the Contract or (ii) that Purchaser is otherwise entitled to the return
of the Escrow Amount in accordance with the terms of the Contract.

      (c)  In the event that Escrow Agent intends to release the Escrow
Amount in accordance with Paragraph 3 hereof to either party pursuant to
Paragraph 2(a)(ii) or 2(b) hereof, then Escrow Agent shall give to the other
party not less than ten days prior written notice of such fact and, if Escrow
Agent actually receives written notice during such ten day period that such
other party objects to the release, then Escrow Agent shall not release the
Escrow Amount and any such dispute shall be resolved as provided herein.

      (d)  In the event that a dispute shall arise as to the disposition
of the Escrow Amount or any other funds held hereunder in escrow, Escrow
Agent shall have the right, at its option, to either hold the same or
deposit the same with a court of competent jurisdiction pending decision
of such court, and Escrow Agent shall be entitled to rely upon the
decision of such court.

      (e)  Escrow Agent may commingle the Escrow Amount with other
funds held in its "trustees account."

      (f)  Escrow Agent shall hold the Escrow Amount in a savings bank
account or a liquid assets account bearing interest at such rate as may
from time to time be paid or invest the Escrow Amount in U.S. Treasury
Bills or other securities guaranteed by the Government of the United States
of America.  The rate of interest or yield need not be the maximum
available and deposits, withdrawals, purchases and sales shall be made in the
sole discretion of Escrow Agent, which shall have no liability whatsoever
therefor except for its gross negligence or willful misconduct.  Discounts
earned shall be deemed interest for the purposes hereof.

      (g)  Escrow Agent shall have no liability whatsoever arising out of
or in connection with its activity as Escrow Agent except for its gross
negligence or willful misconduct.  Seller and Purchaser jointly and severally
agree to indemnify and hold harmless Escrow Agent from and against any and
all loss, cost, claim, cause of action, damage, liability and expense
(including attorneys' fees and court costs) which may be incurred by reason
of its acting as Escrow Agent.

      (h)  Escrow Agent shall be entitled to rely upon any judgment,
certification, demand or other writing delivered to it hereunder without
being required to determine the authenticity or the correctness of any fact
stated therein, the propriety or validity thereof, or the jurisdiction of a
court issuing any such judgment.  Escrow Agent may act in reliance upon
(i) any instrument or signature believed to be genuine and duly
authorized, and (ii) advice of counsel in reference to any matter or
matters connected herewith.

      (i)  Any notice, demand or other communication to Escrow Agent
hereunder shall be in writing and delivered in person or sent by
certified mail, return receipt requested, postage prepaid, addressed to
Escrow Agent as follows:

               Chicago Title Company
               388 Market Street, Suite 1300
               San Fancisco, CA 94111

               Attention:  Ms. Michelle Viguie

The same shall be deemed given on the date delivered, if delivered in
person, or on the third business day following the date of mailing the
same, if mailed.

     (3)  The interest, if any, earned on the Escrow Amount shall be for
the account of Purchaser.


IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement
as of the day and year first above written.


                      HUTTON/GSH AMERICAN STORAGE PROPERTIES
                      (FERN PARK), L.P.

                      By:  American Storage Properties, L.P.,
                           its general partner
                                    
                                    
                                    
                           By:  Storage Services, Inc.,
                                its general partner

                           By:     s/Paul L. Abbott/
                                   ----------------
                           Name:   Paul L. Abbott
                           Title:  President


                      By:  Goodman Segar Hogan/American Storage
                           Properties Associates, L.P., its general
                           partner
                           
                           By:     s/Mark P. Mikuta/
                                   ----------------
                           Name:   Mark P. Mikuta
                           Title:  President



                      PUBLIC STORAGE, INC.


                           By:      s/Harvey Lenkin/
                                    ---------------
                           Name:    Harvey Lenkin
                           Title:   President


CHICAGO TITLE COMPANY, as Escrow Agent



By:_____________________________
Name:
Title:


                                   EXHIBIT C


                         Allocations of Property Value


Property                          Purchase Price
--------                          --------------
South 17-92                          $ 3,900,000