CONTRACT OF SALE (Oakridge)

           THIS CONTRACT, made as of May 17, 1996, by and between Hutton/GSH
American Storage Properties (Oakridge), 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 (Fern Park) (the
"Fern Park Contract") in respect of one self- service storage facility
located in Florida (the "Fern Park 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 $3,090,000, 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 contrary, 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 indemnifi cations 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  forego ing, 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 Fern Park Contract shall have occurred, unless
either closing shall have been adjourned by Seller or any of the Virginia
Properties or the Fern Park 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 contracts (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 midnight 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  assessed 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  re quested
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.   Not withstanding 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.
       Notwithstanding 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 contained 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 pursu ant  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 Fern Park Contract.  This Contract is
being signed contemporaneously with and conditioned upon each of the Virginia
Contract and the Fern Park 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 Fern   Park  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 Fern Park 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 Fern  Park  Contract shall be on an
aggregate basis  for this Contract, the Virginia Contract and the Fern Park
Contract and  (iv) if the Termination Fee is  payable  to Buyer pursuant  to
this Contract and/or  either  of  the Virginia  Contract  and the  Fern  Park
Contract,   the aggregate  amount of the Termination Fee paid  to  Buyer shall
be  $750,000  in addition to  thereturn  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 provi sions 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,
super seding 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 (OAKRIDGE), L.P.

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

                         By:  Storage Services,Inc.,
                              its general partner
                                    
                         By:    s/Paul L. Abbot/
                                ----------------
                         Name:  Paul L.  Abbot
                         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
----                                         --------
E. Oakridge Road                             235 E. Oakridge Road
                                             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 (Oakridge), 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 en
     titled 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
                       (OAKRIDGE), 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
--------                            --------------
E. Oakridge Road                       $ 3,090,000