PUBLIC STORAGE, INC.
      EXHIBIT 10.24 - AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                        OF STORAGE TRUST PROPERTIES, L.P.
                                (MARCH 12, 1999)

         This AMENDED AND RESTATED  AGREEMENT OF LIMITED  PARTNERSHIP (MARCH 12,
1999) of Storage Trust Properties,  L.P. (the  "PARTNERSHIP") is entered into by
and among PS Texas  Holdings,  Ltd.  (the  "GENERAL  PARTNER"),  a Texas limited
partnership, as the General Partner and the Persons whose names are set forth on
Exhibit A as attached hereto, as the Limited  Partners,  together with any other
Persons who become Partners in the Partnership as provided herein;

         WHEREAS,  the  Partnership was formed by the filing of a certificate of
limited  partnership  with the Secretary of State of the State of Delaware as of
July 13, 1994 by Storage Trust Realty, a Maryland real estate  investment trust,
as the original general partner;

         WHEREAS,  Storage Trust Realty and the Initial  Limited Partner entered
into an Agreement of Limited  Partnership  on July 13, 1994 for the formation of
the Partnership  under the Revised Uniform Limited  Partnership Act of the State
of Delaware;

         WHEREAS,  the  aforementioned  Agreement  of  Limited  Partnership  was
amended on August 10, 1994 (as so amended, the "ORIGINAL PARTNERSHIP AGREEMENT")
to, among other things,  change the name of the Partnership from  "Storagemaster
Properties, L.P." to "Storage Trust Properties, L.P.";

         WHEREAS, the Original Partnership  Agreement was completely amended and
restated  pursuant to that  certain  Amended and  Restated  Agreement of Limited
Partnership  dated as of  November  16,  1994,  which  then was  amended by that
certain  First  Amendment  dated as of November 12, 1996,  implementing  a minor
clarifying change;

         WHEREAS,  the  agreement was further  amended by that Second  Amendment
dated as of March 12, 1999 in connection with the merger of Storage Trust Realty
into Public  Storage,  Inc., a  California  corporation;  concurrently  with the
merger,  Public Storage,  Inc.  transferred  the general partner  interest to PS
Texas Holdings,  Ltd., which is indirectly wholly-owned by Public Storage, Inc.,
and

         WHEREAS,  the Partners  desire to ratify the  formation of, and provide
for the  continuation  of, the  Partnership,  and to set forth their  respective
rights and duties  relating to the Partnership on the amended and restated terms
as provided in this amended and restated agreement which integrates the language
of  the  prior  amendments  and  clarifies  the  language  of the  agreement  in
connection  with the  substitution  of PS Texas  Holdings,  Ltd.  as the General
Partner,  accordingly,  this agreement  supersedes for all purposes the Original
Partnership  Agreement,  as  previously  amended,  and  constitutes  the  entire
agreement from and after the date hereof;

         NOW, THEREFORE,  in consideration of the mutual promises and agreements
herein made and  intending  to be legally  bound,  the parties  hereby  agree as
follows:

                                   ARTICLE I
                                  DEFINED TERMS

         The following  definitions shall be for all purposes,  unless otherwise
clearly indicated to the contrary, applied to the terms used in this Agreement.

                  "ACT" means the Delaware  Revised Uniform Limited  Partnership
Act, as it may be amended from time to time, and any successor to such statute.

                                 Exhibit 10.24

<PAGE>

                  "ADDITIONAL  LIMITED  PARTNER" means a Person  admitted to the
Partnership as a Limited Partner pursuant to SECTION 4.2 hereof and who is shown
as such on the books and records of the Partnership.

                  "ADJUSTED   CAPITAL   ACCOUNT"   means  the  Capital   Account
maintained for each Partner as of the end of each Partnership Year (a) increased
by any  amounts  which such  Partner is  obligated  to restore  pursuant  to any
provision of this Agreement or is deemed to be obligated to restore  pursuant to
the   penultimate   sentences  of   Regulations   Sections   1.704-2(g)(1)   and
1.704-2(i)(5)  and (b) decreased by the items described in Regulations  Sections
1.704-1(b)(2)(ii)(d)(4),  1.704-1(b)(2)(ii)(d)(5),  and 1.704-1(b)(2)(ii)(d)(6).
The foregoing  definition of Adjusted Capital Account is intended to comply with
the  provisions  of  Regulations  Section   1.704-1(b)(2)(ii)(d)  and  shall  be
interpreted consistently therewith.

                  "ADJUSTED  CAPITAL ACCOUNT DEFICIT" means, with respect to any
Partner, the deficit balance, if any, in such Partner's Adjusted Capital Account
as of the end of the relevant Partnership Year.

                  "ADJUSTED  PROPERTY"  means any property the Carrying Value of
which has been  adjusted  pursuant  to  SECTION  4.4  hereof.  Once an  Adjusted
Property is deemed  distributed  by, and  recontributed  to, the Partnership for
Federal income tax purposes upon a termination  thereof  pursuant to Section 708
of the Code, such property shall  thereafter  constitute a Contributed  Property
until the  Carrying  Value of such  property  is further  adjusted  pursuant  to
SECTION 4.4 hereof.

                  "AFFILIATE"  means, with respect to any Person, (a) any Person
directly or indirectly  controlling,  controlled by or under common control with
such  Person,  (b) any Person  owning or  controlling  10 percent or more of the
outstanding voting interests of such Person, (c) any Person of which such Person
owns or controls 10 percent or more of the voting interests, or (d) any officer,
director, general partner or trustee of such Person or any Person referred to in
clauses (a), (b) and (c) above.

                  "AGREED  VALUE"  means  (a) in  the  case  of any  Contributed
Property  set forth in Exhibit B and as of the time of its  contribution  to the
Partnership, the Agreed Value of such property as set forth in Exhibit B; (b) in
the case of any  Contributed  Property  not set forth in Exhibit B and as of the
time of its contribution to the  Partnership,  the 704(c) Value of such property
or  other  consideration,  reduced  by any  liabilities  either  assumed  by the
Partnership  upon such  contribution  or to which such  property is subject when
contributed, and (c) in the case of any property distributed to a Partner by the
Partnership,  the Partnership's Carrying Value of such property at the time such
property is  distributed,  reduced by any  indebtedness  either  assumed by such
Partner upon such  distribution or to which such property is subject at the time
of distribution as determined  under Section 752 of the Code and the Regulations
thereunder.

                  "AGREEMENT"  means this  Amended  and  Restated  Agreement  of
Limited Partnership, as it may be amended, supplemented or restated from time to
time.

                  "ARTICLES"  mean Public Storage,  Inc.'s Restated  Articles of
Incorporation filed with the California Secretary of State on August 1, 1989, as
amended from time to time.

                  "ASSIGNEE"  means a  Person  to whom  one or more  Partnership
Units have been transferred in a manner permitted under this Agreement,  but who
has not become a Substituted  Limited Partner,  and who has the rights set forth
in SECTION 11.5.

                  "AVAILABLE  CASH"  means with  respect to any period for which
such calculation is being made,

                           (a) all  cash  revenues  and  funds  received  by the
         Partnership from whatever source (excluding the proceeds of any Capital
         Contribution  to the  Partnership  pursuant to SECTION 4.1 hereof) plus
         the amount of any reduction (including, without limitation, a reduction
         resulting  because the General  Partner  determines such amounts are no
         longer  necessary) in reserves of the  Partnership,  which reserves are
         referred to in clause (b)(iv) below;

                                 Exhibit 10.24

<PAGE>

                           (b)  less  the sum of the  following  (except  to the
         extent made with the proceeds of any Capital Contribution):

                                    (i) all  interest,   principal   and   other
                  debt  payments made during such period by the Partnership,

                                    (ii)   all  cash   expenditures   (including
                  capital  expenditures)  made by the  Partnership  during  such
                  period,

                                    (iii)  investments in any entity  (including
                  loans made  thereto) to the extent that such  investments  are
                  not otherwise described in clauses (b)(i) or (ii), and

                                    (iv) the amount of any  increase in reserves
                  established  during  such  period  which the  General  Partner
                  determines  are  necessary  or  appropriate  in its  sole  and
                  absolute discretion.

                  Notwithstanding  the  foregoing,   Available  Cash  shall  not
include any cash received or  reductions  in reserves,  or take into account any
disbursements   made  or  reserves   established,   after  commencement  of  the
dissolution and liquidation of the Partnership.

                  "BOOK-TAX  DISPARITIES"  means,  with  respect  to any item of
Contributed Property or Adjusted Property,  as of the date of any determination,
the  difference  between  the  Carrying  Value of such  Contributed  Property or
Adjusted Property and the adjusted basis thereof for Federal income tax purposes
as of such date. A Partner's share of the Partnership's  Book-Tax Disparities in
all of its Contributed  Property and Adjusted  Property will be reflected by the
difference between such Partner's Capital Account balance as maintained pursuant
to SECTION 4.4 and the  hypothetical  balance of such Partner's  Capital Account
computed as if it had been maintained strictly in accordance with Federal income
tax accounting principles.

                  "BUSINESS  DAY"  means any day  except a  Saturday,  Sunday or
other day on which  commercial  banks in Chicago,  Illinois  are  authorized  or
required by law to close.

                  "CAPITAL  ACCOUNT" means the Capital Account  maintained for a
Partner pursuant to SECTION 4.4 hereof.

                  "CAPITAL CONTRIBUTION" means, with respect to any Partner, any
cash,  cash  equivalents or the Agreed Value of Contributed  Property which such
Partner  contributes or is deemed to contribute to the  Partnership  pursuant to
SECTION 4.1 or 4.2 hereof.

                  "CARRYING  VALUE"  means  (a) with  respect  to a  Contributed
Property or Adjusted  Property,  the 704(c) Value of such property  reduced (but
not below zero) by all Depreciation with respect to such Property charged to the
Partners'  Capital  Accounts  and (b)  with  respect  to any  other  Partnership
property,  the adjusted  basis of such property for Federal income tax purposes,
all as of the time of determination. The Carrying Value of any property shall be
adjusted from time to time in accordance with SECTION 4.4 hereof, and to reflect
changes,  additions or other  adjustments to the Carrying Value for dispositions
and acquisitions of Partnership properties, as deemed appropriate by the General
Partner.

                  "CERTIFICATE"  means the  Certificate  of Limited  Partnership
relating to the Partnership filed in the office of the Secretary of State of the
State of  Delaware,  as amended from time to time in  accordance  with the terms
hereof and the Act.

                  "CODE"  means the Internal  Revenue Code of 1986,  as amended.
Any  reference  herein to a specific  section or  sections  of the Code shall be
deemed to include a reference to any corresponding provision of future law.

                                 Exhibit 10.24

<PAGE>

                  "COMMON  SHARE  RIGHTS"  has the  meaning set forth in SECTION
4.2(E).

                  "COMMON  SHARES"  means the shares of common  stock,  $.10 par
value per share, of Public Storage,  Inc. If, pursuant to the authority  granted
in SECTION 11.2(B),  all or any portion of the General  Partnership  Interest is
transferred to an entity that is,  directly or indirectly,  wholly-owned  by the
General  Partner,  references in this Agreement to Common Shares shall be to the
shares of common equity of the ultimate controlling parent entity of the General
Partner.

                  "CONSENT"  means the consent or approval of a proposed  action
by a Partner given in accordance with SECTION 14.2 hereof.

                  "CONTRIBUTED PROPERTY" means each property or other asset (but
excluding  cash),  in such form as may be  permitted by the Act  contributed  or
deemed  contributed to the Partnership  (including for this purpose any property
or  other  asset  deemed  contributed  to the  Partnership  on  termination  and
reconstitution  thereof pursuant to Section 708 of the Code).  Once the Carrying
Value of a Contributed Property is adjusted pursuant to SECTION 4.4 hereof, such
property  shall no longer  constitute  a  Contributed  Property  for purposes of
SECTION 4.4 hereof, but shall be deemed an Adjusted Property for such purposes.

                  "CONVERSION  RIGHT"  has the  meaning  set  forth  in  SECTION
4.2(E)(1) hereof.

                  "CONVERTING  PARTNER"  has the  meaning  set forth in  SECTION
4.2(E)(1) hereof.

                  "DEBT"   means,   as  to  any  Person,   as  of  any  date  of
determination, (a) all indebtedness of such Person for borrowed money or for the
deferred  purchase  price of property or services,  which  purchase price is due
more than six  months  after the date of  placing  such  property  in service or
taking  delivery and title thereto or the completion of such  services,  (b) all
amounts  owed  by  such  Person  to  banks  or  other   Persons  in  respect  of
reimbursement  obligations  under  letters  of  credit,  surety  bonds and other
similar instruments  guaranteeing payment or other performance of obligations by
such  Person,  (c) all  indebtedness  for  borrowed  money  or for the  deferred
purchase price of property or services secured by any lien on any property owned
by such Person,  to the extent  attributable  to such Person's  interest in such
property,  even  though  such  Person has not  assumed or become  liable for the
payment thereof,  and (d) lease  obligations of such Person which, in accordance
with generally accepted accounting principles, should be capitalized.

                  "DEPRECIATION"  means for each fiscal year, an amount equal to
the  Federal  income tax  depreciation,  amortization,  or other  cost  recovery
deduction  allowable with respect to an asset for such year,  except that if the
Carrying  Value of an asset differs from its adjusted  basis for Federal  income
tax purposes at the beginning of such year or other period,  Depreciation  shall
be an amount which bears the same ratio to such beginning  Carrying Value as the
Federal income tax depreciation,  amortization, or other cost recovery deduction
for such year bears to such  beginning  adjusted tax basis;  PROVIDED,  HOWEVER,
that if the  Federal  income  tax  depreciation,  amortization,  or  other  cost
recovery deduction for such year is zero,  Depreciation shall be determined with
reference to such beginning  Carrying Value using any reasonable method selected
by the General Partner.

                  "DISPOSE OF" has the meaning set forth in SECTION 11.7(A).

                  "EFFECTIVE  DATE"  means  the date of  closing  of the sale of
shares of the General Partner  pursuant to that certain  Underwriting  Agreement
among the General  Partner and the  Representative  and the other  underwriters,
upon which this Agreement shall become effective.

                  "EVENT OF  DISSOLUTION"  has the  meaning set forth in SECTION
13.1.

                  "GENERAL  PARTNER"  means PS  Texas  Holdings,  Ltd.,  a Texas
limited  partnership,  or its successors or assigns as a general  partner of the
Partnership,  except to the extent that a reference to the General  Partner,  by
its context,  indicates a reference to Storage  Trust  Realty,  a Maryland  real
estate  investment  trust, as the original  general partner of the  Partnership,
such  as in the  definitions  of  "Effective  Date"  and  "Representative".  If,

                                 Exhibit 10.24

<PAGE>

pursuant to the authority granted in SECTION 11.2(B),  all or any portion of the
General  Partnership  Interest is transferred to an entity that is,  directly or
indirectly, wholly-owned by the General Partner, references in this Agreement to
the  General  Partner  shall be deemed,  if the  context is  appropriate,  to be
references  to either the  ultimate  controlling  parent  entity of the  General
Partner, the entity actually owning the General Partnership  Interest,  or both.
(Effective March 12, 1999, Public Storage,  Inc. as successor general partner by
merger to Storage  Trust  Realty,  exercised  this right of transfer to PS Texas
Holdings,  Ltd., an entity  indirectly  wholly-owned  by Public  Storage,  Inc.;
accordingly,  references to the General  Partner  shall,  as  appropriate in the
context,  be either to Public Storage,  Inc., to PS Texas Holdings,  Ltd., or to
both.)

                   "GENERAL  PARTNERSHIP  INTEREST" means a Partnership Interest
held by a General  Partner  that is a general  partnership  interest.  A General
Partnership Interest may be expressed as a number of Partnership Units.

                  "IRS" means the Internal  Revenue Service,  which  administers
the internal revenue laws of the United States.

                  "IMMEDIATE  FAMILY" means, with respect to any natural Person,
such natural Person's spouse, parents,  descendants,  nephews, nieces, brothers,
and sisters.

                  "INCAPACITY"  or   "INCAPACITATED"   means,   (a)  as  to  any
individual  Partner,  death,  total  physical  disability or entry by a court of
competent jurisdiction  adjudicating him incompetent to manage his Person or his
estate,  (b)  as  to  any  corporation  which  is a  Partner,  the  filing  of a
certificate  of  dissolution,  or its  equivalent,  for the  corporation  or the
revocation of its charter,  (c) as to any  partnership  which is a Partner,  the
dissolution  and  commencement of winding up of the  partnership,  (d) as to any
estate which is a Partner,  the  distribution  by the  fiduciary of the estate's
entire interest in the Partnership,  (e) as to any trustee of a trust which is a
Partner,  the  termination  of the  trust  (but  not the  substitution  of a new
trustee), or (f) as to any Partner, the bankruptcy of such Partner. For purposes
of this  definition,  bankruptcy  of a Partner  shall be deemed to have occurred
when (i) the  Partner  commences  a voluntary  proceeding  seeking  liquidation,
reorganization or other relief under any bankruptcy, insolvency or other similar
law now or  hereafter  in effect,  (ii) the  Partner is  adjudged as bankrupt or
insolvent,  or a final and nonappealable  order for relief under any bankruptcy,
insolvency  or similar law now or hereafter  in effect has been entered  against
the Partner,  (iii) the Partner  executes and delivers a general  assignment for
the benefit of the  Partner's  creditors,  (iv) the  Partner  files an answer or
other  pleading  admitting or failing to contest the material  allegations  of a
petition filed against the Partner in any proceeding of the nature  described in
clause  (ii) above,  (v) the Partner  seeks,  consents to or  acquiesces  in the
appointment  of a trustee,  receiver or liquidator for the Partner or for all or
any substantial part of the Partner's  properties,  (vi) any proceeding  seeking
liquidation,  reorganization or other relief under any bankruptcy, insolvency or
other similar law now or hereafter in effect has not been  dismissed  within 120
days after the commencement thereof, (vii) the appointment without the Partner's
consent  or  acquiescence  of a trustee,  receiver  or  liquidator  has not been
vacated or stayed within 90 days of such  appointment,  or (viii) an appointment
referred to in clause (vii) is not vacated  within 90 days after the  expiration
of any such stay.

                   "INDEMNITEE"   means  (a)  any  Person  made  a  party  to  a
proceeding by reason of his status as (i) the General Partner or (ii) an officer
of the Partnership or a trustee or officer of the General Partner,  and (b) such
other Persons  (including  Affiliates of the General Partner or the Partnership)
as the General Partner may designate from time to time, in its sole and absolute
discretion.

                  "INITIAL LIMITED PARTNER" means Michael G. Burnam.

                  "LIMITED  PARTNER" means any Person named as a Limited Partner
in Exhibit A attached hereto,  as such Exhibit may be amended from time to time,
or any  Substituted  Limited  Partner or  Additional  Limited  Partner,  in such
Person's capacity as a Limited Partner in the Partnership.

                  "LIMITED PARTNERSHIP INTEREST" means a Partnership Interest of
a Limited  Partner in the  Partnership  representing  a  fractional  part of the
Partnership  Interests of all Limited Partners and includes any and all benefits
to which the holder of such a  Partnership  Interest may be entitled as provided
in this  Agreement,  together with all obligations of such Person to comply with
the terms and provisions of this Agreement.  A Limited Partnership  Interest may
be expressed as a number of Partnership Units.

                                 Exhibit 10.24

<PAGE>

                  "LIQUIDATING  TRANSACTION" means any sale or other disposition
of all or substantially all of the assets of the Partnership or a related series
of transactions  that, taken together,  results in the sale or other disposition
of all or substantially all of the assets of the Partnership.

                  "LIQUIDATOR" has the meaning set forth in SECTION 13.2.

                  "NET INCOME" means for any taxable period, the excess, if any,
of the  Partnership's  items of income and gain for such taxable period over the
Partnership's  items of loss and  deduction for such taxable  period.  The items
included in the calculation of Net Income shall be determined in accordance with
SECTION  4.4.  Once an item of income,  gain,  loss or  deduction  that has been
included in the initial  computation  of Net Income is  subjected to the special
allocation  rules in SECTIONS 6.2 and 6.3, Net Income or the resulting Net Loss,
whichever the case may be, shall be recomputed without regard to such item.

                  "NET LOSS" means for any taxable period,  the excess,  if any,
of the  Partnership's  items of loss and deduction for such taxable  period over
the  Partnership's  items of income and gain for such taxable period.  The items
included in the  calculation of Net Loss shall be determined in accordance  with
SECTION  4.4.  Once an item of income,  gain,  loss or  deduction  that has been
included  in the initial  computation  of Net Loss is  subjected  to the special
allocation  rules in SECTIONS 6.2 and 6.3, Net Loss or the resulting Net Income,
whichever the case may be, shall be recomputed without regard to such item.

                  "NEW SECURITIES" has the meaning set forth in SECTION 4.2(C).

                  "NON-COMPETITION     AGREEMENTS"     means    those    certain
Non-Competition  Agreements  dated as of the Effective  Date between the General
Partner (Storage Trust Realty) and each of Gordon Burnam,  Michael G. Burnam and
P. Crismon Burnam.

                  "NONRECOURSE   BUILT-IN  GAIN"  means,  with  respect  to  any
Contributed  Properties or Adjusted Properties that are subject to a mortgage or
negative pledge securing a Nonrecourse Liability, the amount of any taxable gain
that would be  allocated  to the  Partners  pursuant  to SECTION  6.3(B) if such
properties  were disposed of in a taxable  transaction in full  satisfaction  of
such liabilities and for no other consideration.

                  "NONRECOURSE   DEDUCTIONS"   has  the  meaning  set  forth  in
Regulations Section 1.704-2(b)(1),  and the amount of Nonrecourse Deductions for
a  Partnership  Year  shall  be  determined  in  accordance  with  the  rules of
Regulations Section 1.704-2(c).

                  "NONRECOURSE   LIABILITY"   has  the   meaning  set  forth  in
Regulations Section 1.752-1(a)(2).

                  "NOTICE  OF   CONVERSION"   means  the  Notice  of  Conversion
substantially in the form of Exhibit C to this Agreement.

                  "OPTION  PLANS"  means the option  plans for Common  Shares or
Units,  as the case may be,  restricted  share plans or employee  benefit  plans
established by the General Partner, the Partnership or Storage Management.

                  "ORIGINAL PARTNERSHIP  AGREEMENT" has the meaning set forth in
the recitals hereto.

                  "PARTNER"  means a General Partner or a Limited  Partner,  and
"PARTNERS" means the General Partner and the Limited Partners.

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

                  "PARTNER  NONRECOURSE  DEBT"  has the  meaning  set  forth  in
Regulations Section 1.704-2(b)(4).

                                 Exhibit 10.24

<PAGE>

                  "PARTNER NONRECOURSE  DEDUCTIONS" has the meaning set forth in
Regulations  Section  1.704-2(i)(2),  and  the  amount  of  Partner  Nonrecourse
Deductions  with respect to a Partner  Nonrecourse  Debt for a Partnership  Year
shall be  determined  in  accordance  with  the  rules  of  Regulations  Section
1.704-2(i)(2).

                  "PARTNERSHIP"  means  Storage  Trust  Properties,   L.P.,  the
limited partnership formed under the Act and pursuant to this Agreement, and any
successor thereto.

                  "PARTNERSHIP  INTEREST"  means an  ownership  interest  in the
Partnership  representing a Capital  Contribution by either a Limited Partner or
the General  Partner and  includes  any and all  benefits to which the holder of
such a  Partnership  Interest  may be entitled  as  provided in this  Agreement,
together  with all  obligations  of such  Person  to  comply  with the terms and
provisions  of this  Agreement.  A  Partnership  Interest  may be expressed as a
number of Partnership Units.

                  "PARTNERSHIP  MINIMUM  GAIN"  has the  meaning  set  forth  in
Regulations Section  1.704-2(b)(2),  and the amount of Partnership Minimum Gain,
as well as any net  increase or  decrease in  Partnership  Minimum  Gain,  for a
Partnership Year shall be determined in accordance with the rules of Regulations
Section 1.704-2(d).

                  "PARTNERSHIP RECORD DATE" means the record date established by
the General  Partner for the  distribution of Available Cash pursuant to SECTION
5.1 hereof,  which record date shall be the same as the record date  established
by the General Partner for a distribution to its  shareholders of some or all of
its portion of such distribution.

                   "PARTNERSHIP  UNIT" or "UNIT" means a  fractional,  undivided
share of the  Partnership  Interests of all Partners issued pursuant to SECTIONS
4.1 and 4.2, in such number as set forth on Exhibit A attached  hereto,  as such
Exhibit may be amended from time to time. The ownership of Partnership Units may
be evidenced by the form of  non-transferable,  non-negotiable  certificate  for
units substantially in the form attached hereto as Exhibit D.

                  "PARTNERSHIP  YEAR" means the fiscal year of the  Partnership,
which shall be the calendar year.

                  "PERCENTAGE  INTEREST" means, as to a Partner, its interest in
the  Partnership as determined by dividing the  Partnership  Units owned by such
Partner  by the total  number  of  Partnership  Units  then  outstanding  and as
specified in Exhibit A attached hereto, as such Exhibit may be amended from time
to time.

                  "PERSON"  means an individual or a  corporation,  partnership,
trust, unincorporated organization, association or other entity.

                  "RECAPTURE   INCOME"   means  any  gain   recognized   by  the
Partnership  (computed without regard to any adjustment  required by Section 734
or Section 743 of the Code) upon the disposition of any property or asset of the
Partnership,   which  gain  is  characterized  as  ordinary  income  because  it
represents  the  recapture of deductions  previously  taken with respect to such
property or asset.

                  "REDEMPTION  AMOUNT"  means an amount of cash per  Partnership
Unit  equal to the Value on the  Valuation  Date of the Common  Shares  that the
Partner being redeemed would have been entitled to receive under SECTION 4.2(E).
The  Redemption  Amount shall be  increased  by the amount,  if any, of the then
unpaid balance in the Unpaid Distribution Account maintained for the Partnership
Units that are purchased by the General Partner pursuant to SECTION 8.6.

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

                  "REIT" means a real estate  investment trust under Section 856
of the Code.

                  "REPRESENTATIVE"    means   Kemper   Securities,    Inc.,   as
representative of the several  underwriters  participating in the initial public
offering of the General Partner's (Storage Trust Realty's) Common Shares.

                                 Exhibit 10.24

<PAGE>

                  "RESIDUAL  GAIN" or "RESIDUAL  LOSS" means any item of gain or
loss, as the case may be, of the  Partnership  recognized for Federal income tax
purposes  resulting  from a sale,  exchange or other  disposition of Contributed
Property  or Adjusted  Property,  to the extent such item of gain or loss is not
allocated pursuant to SECTION 6.3(B)(1)(I) or 6.3(B)(2)(I) to eliminate Book-Tax
Disparities.

                  "704(C) VALUE" of any Contributed  Property means the value of
such  property as set forth in Exhibit B, or if no value is set forth in Exhibit
B, the fair market value of such property or other  consideration at the time of
contribution as determined by the General  Partner using such reasonable  method
of valuation as it may adopt;  PROVIDED,  HOWEVER,  that the 704(c) Value of any
property  deemed  contributed to the Partnership for Federal income tax purposes
upon termination and reconstitution  thereof pursuant to Section 708 of the Code
shall be determined in  accordance  with SECTION 4.4 hereof.  Subject to SECTION
4.4 hereof, the General Partner shall use such method as it deems reasonable and
appropriate  to  allocate  the  aggregate  of the  704(c)  Value of  Contributed
Properties  among each  separate  property on a basis  proportional  to its fair
market value.

                  "SHARES"  means any Common Shares issued to a Limited  Partner
upon conversion of its Units pursuant to SECTION 4.2(E).

                  "SPECIFIED CONVERSION DATE" means the tenth Business Day after
receipt by the  General  Partner  of a Notice of  Conversion;  PROVIDED  that no
Specified  Conversion  Date shall  occur  before two years from the date of this
Agreement  without  the  consent of the  General  Partner as provided in SECTION
4.2(E) herein.

                  "STORAGE  MANAGEMENT"  means Storage Realty  Management Co., a
Delaware corporation.

                  "SUBSIDIARY"   means,   with   respect  to  any  Person,   any
corporation  or other  entity of which a majority of (a) the voting power of the
voting  equity  securities  or (b) the  outstanding  equity  interests is owned,
directly or indirectly,  by such Person. With respect to the General Partner and
the  Partnership,   "Subsidiary"  shall  include  (without  limitation)  Storage
Management.

                  "SUBSTITUTED  LIMITED  PARTNER" means a Person who is admitted
as a Limited Partner to the Partnership pursuant to SECTION 11.4.

                  "TRANSACTION" has the meaning set forth in SECTION 11.2(C).

                  "UNIT ADJUSTMENT FACTOR" means initially 1.0; PROVIDED that in
the event that Public Storage (a) declares or pays a dividend on its outstanding
Common  Shares in Common  Shares or makes a  distribution  to all holders of its
outstanding  Common Shares in Common  Shares,  (b)  subdivides  its  outstanding
Common  Shares,  or (c) combines its  outstanding  Common  Shares into a smaller
number of Common Shares,  the Unit Adjustment Factor shall be adjusted to become
a fraction,  the  numerator of which shall be the number of Common Shares issued
and  outstanding  on the  record  date  (assuming  for such  purposes  that such
dividend,  distribution,  subdivision  or  combination  has  occurred as of such
time),  and the denominator of which shall be the actual number of Common Shares
(determined  without the above assumption)  issued and outstanding on the record
date for such dividend, distribution, subdivision or combination. Any adjustment
to the Unit  Adjustment  Factor shall  become  effective  immediately  after the
effective  date of such event  retroactive  to the record date, if any, for such
event; PROVIDED FURTHER,  that immediately  subsequent to any Transaction either
under which Public  Storage (or, if the Unit  Adjustment  Factor has  previously
been adjusted under this proviso, the applicable successor) is not the surviving
party or in which Public Storage  survives but becomes the subsidiary of another
Person,  the Unit  Adjustment  Factor shall be adjusted by multiplying it by the
number of  Shares of the  successor  to which  the  holders  of Shares of Public
Storage (or, if applicable, Shares of the successor) are entitled to receive for
each such Share in connection  with such  Transaction;  PROVIDED  FURTHER,  that
immediately following the merger of Storage Trust Realty, a Maryland real estate
investment  trust,  with or into  Public  Storage,  or a  subsidiary  of  Public
Storage,  pursuant to that certain  Agreement and Plan of Merger dated  November
12, 1998, by and among Storage  Trust  Realty,  Public  Storage and Newco Merger
Subsidiary,  as it may have been amended from time to time, the Unit  Adjustment
Factor shall be adjusted to become 0.86 (that merger was  effective on March 12,
1999).

                                 Exhibit 10.24

<PAGE>

                  "UNPAID DISTRIBUTION ACCOUNT" means an account maintained with
respect  to each  Limited  Partnership  Unit to  which  shall be  credited  on a
quarterly basis, but only to the extent not distributed  currently in accordance
with clause (ii) of SECTION 5.1 hereof,  an amount per Limited  Partnership Unit
equal to the  dividend per Share paid by the General  Partner for such  quarter,
and from which shall be debited  the amount of any  distributions  of  Available
Cash with respect to such Unpaid Distribution  Account pursuant to clause (i) of
SECTION 5.1.

                  "UNREALIZED  GAIN"  attributable  to any  item of  Partnership
property means, as of any date of determination,  the excess, if any, of (a) the
fair market value of such property (as  determined  under SECTION 4.4 hereof) as
of such  date,  over (b) the  Carrying  Value  of such  property  (prior  to any
adjustment to be made pursuant to SECTION 4.4 hereof) as of such date.

                  "UNREALIZED  LOSS"  attributable  to any  item of  Partnership
property means, as of any date of determination,  the excess, if any, of (a) the
Carrying Value of such property  (prior to any adjustment to be made pursuant to
SECTION  4.4  hereof) as of such date,  over (b) the fair  market  value of such
property (as determined under SECTION 4.4 hereof) as of such date.

                  "VALUATION  DATE"  means the date of  receipt  by the  General
Partner of a Notice of  Conversion  or, if such date is not a Business  Day, the
first Business Day thereafter.

                  "VALUE" means,  with respect to a Common Share, the average of
the daily market  price for the ten (10)  consecutive  trading days  immediately
preceding the Valuation  Date.  The market price for each such trading day shall
be: (a) if the Common Shares are listed or admitted to trading on any securities
exchange or the NASDAQ-National  Market System, the closing price,  regular way,
on such day,  or if no such sale  takes  place on such day,  the  average of the
closing  bid and asked  prices on such day;  (b) if the  Common  Shares  are not
listed or admitted to trading on any securities  exchange or the NASDAQ-National
Market  System,  the last  reported  sale price on such day or, if no sale takes
place on such day,  the average of the closing bid and asked prices on such day,
as reported by a reliable quotation source designated by the General Partner; or
(c) if the Common Shares are not listed or admitted to trading on any securities
exchange or the  NASDAQ-National  Market  System and no such last  reported sale
price or closing bid and asked prices are available, the average of the reported
high bid and low asked  prices on such day, as reported by a reliable  quotation
source designated by the General Partner,  or if there shall be no bid and asked
prices on such day,  the  average  of the high bid and low asked  prices,  as so
reported,  on the most  recent  day (not more than 10 days  prior to the date in
question) for which prices have been so reported;  provided that if there are no
bid and asked prices  reported during the 10 days prior to the date in question,
the Value of the Common Shares shall be determined by the General Partner acting
in good  faith on the  basis of such  quotations  and  other  information  as it
considers,  in its reasonable  judgment,  appropriate.  In the event a holder of
Common Shares would be entitled to receive  Common Share Rights,  then the Value
of such Common Share Rights shall be determined by the General Partner acting in
good  faith  on the  basis  of  such  quotations  and  other  information  as it
considers, in its reasonable judgment, appropriate.

                                 Exhibit 10.24

<PAGE>

                                   ARTICLE II
                             ORGANIZATIONAL MATTERS

         SECTION 2.1 ORGANIZATION AND CONTINUATION; APPLICATION OF ACT.

              (a)  ORGANIZATION  AND  CONTINUATION OF  PARTNERSHIP.  The General
         Partner and the Limited  Partners  do hereby  continue,  and ratify the
         formation of, the Partnership as a limited partnership according to all
         of the  terms  and  provisions  of  this  Agreement  and  otherwise  in
         accordance  with the  Act.  The  General  Partner  is the sole  general
         partner of the Partnership.

              (b) APPLICATION OF ACT. The  Partnership is a limited  partnership
         subject to the  provisions of the Act and the terms and  conditions set
         forth in this  Agreement.  Except as expressly  provided  herein to the
         contrary,   the  rights  and   obligations  of  the  Partners  and  the
         administration  and termination of the Partnership shall be governed by
         the Act. No Partner has any interest in any Partnership  property,  and
         the Partnership Interest of each Partner shall be personal property for
         all purposes.

         SECTION  2.2  NAME.The  name  of  the   Partnership  is  Storage  Trust
Properties,  L.P. The  Partnership's  business may be conducted  under any other
name or names deemed advisable by the General Partner, including the name of the
General  Partner or any  Affiliate  thereof.  The words  "Limited  Partnership,"
"L.P.",   "Ltd."  or  similar   words  or  letters  shall  be  included  in  the
Partnership's  name where  necessary for the purposes of complying with the laws
of any  jurisdiction  that so  requires.  The  General  Partner  in its sole and
absolute  discretion may change the name of the Partnership at any time and from
time to time and shall  notify the  Limited  Partners of such change in the next
regular  communication  to the Limited  Partners;  PROVIDED that the name of the
Partnership  may not be  changed  to  include  the name of any  Limited  Partner
without the written consent of that Limited Partner.

         SECTION 2.3 REGISTERED OFFICE AND AGENT;  PRINCIPAL  OFFICE.The address
of the registered  office of the Partnership in the State of Delaware is located
at 1209  Orange  Street,  City of  Wilmington,  County  of New  Castle,  and the
registered  agent for  service  of process  on the  Partnership  in the State of
Delaware  at such  registered  office  is the  Corporation  Trust  Company.  The
principal office of the Partnership is located at 701 Western Avenue,  Glendale,
California,  91201,  or such other place as the General Partner may from time to
time designate by notice to the Limited  Partners.  The Partnership may maintain
offices at such other place or places within or outside the State of Illinois as
the General Partner deems advisable.

         SECTION 2.4  WITHDRAWAL.The  Initial Limited  Partner hereby  withdraws
from the Partnership.

         SECTION  2.5  TERM.The  term of the  Partnership  commenced,  and shall
continue until December 31, 2094,  unless it is dissolved sooner pursuant to the
provisions of Article XIII or as otherwise provided by law.

                                  ARTICLE III
                                     PURPOSE

         SECTION 3.1 PURPOSE AND BUSINESS.The purpose and nature of the business
to be conducted by the  Partnership  is (a) to conduct any business  that may be
lawfully conducted by a limited  partnership  organized pursuant to the Act, (b)
to enter into any  partnership,  joint venture or other similar  arrangement  to
engage in any of the  foregoing  or the  ownership  of  interests  in any entity
engaged in any of the foregoing  and (c) to do anything  necessary or incidental
to the foregoing; PROVIDED, HOWEVER, that each of the foregoing clauses (a), (b)
and (c) shall be  limited  and  conducted  in such a manner as to permit  Public
Storage,  Inc.  at all times to be  classified  as a REIT,  unless  the  General
Partner provides notice to the Partnership that Public Storage,  Inc. intends to
cease or has ceased to qualify as a REIT.

         SECTION 3.2 POWERS.The  Partnership is empowered to do any and all acts
and  things  necessary,   appropriate,   proper,  advisable,  incidental  to  or
convenient for the furtherance and  accomplishment  of the purposes and business
described herein and for the protection and benefit of the Partnership; PROVIDED
that the Partnership  shall not take, or refrain from taking,  any action which,
in the judgment of the General Partner, in its sole and absolute discretion, (a)

                                 Exhibit 10.24

<PAGE>

could  adversely  affect the  ability of Public  Storage,  Inc.  to  continue to
qualify as a REIT, (b) could subject Public Storage, Inc. or the General Partner
to any  additional  taxes under  Section 857 or Section 4981 of the Code, or (c)
could violate any law or regulation  of any  governmental  body or agency having
jurisdiction over Public Storage, Inc., the General Partner or their securities,
unless such action (or inaction)  shall have been  specifically  consented to by
the General Partner in writing.

                                   ARTICLE IV
                    CAPITAL CONTRIBUTIONS; ISSUANCE OF UNITS;
                                CAPITAL ACCOUNTS

         SECTION 4.1 CAPITAL CONTRIBUTIONS OF THE PARTNERS.

              (a) INITIAL CAPITAL CONTRIBUTIONS. At the time of the execution of
         the  Original   Agreement,   the  Partners   made   specified   Capital
         Contributions  to the  Partnership  and the Initial  Limited Partner at
         that time withdrew as the Initial Limited  Partner.  The Partners shall
         own  Partnership  Units in the amounts set forth in Exhibit A and shall
         have a Percentage  Interest in the  Partnership as set forth in Exhibit
         A, which  Percentage  Interest shall be adjusted in Exhibit A from time
         to time by the  General  Partner  to the  extent  necessary  to reflect
         accurately  redemptions,   conversions,   Capital  Contributions,   the
         issuance of additional  Partnership  Units, or similar events having an
         effect on a Partner's Percentage  Interest.  The Partnership Units held
         by the General  Partner  shall be deemed to be the General  Partnership
         Interest.

              (b) ADDITIONAL CAPITAL CONTRIBUTIONS. No Partner shall be assessed
         or, except as provided for in SECTION  13.3(B) below and except for any
         such  amounts  which a Limited  Partner may be obligated to repay under
         SECTION  10.5,  be required  to  contribute  additional  funds or other
         property to the  Partnership.  Any  additional  funds or other property
         required by the  Partnership,  as determined by the General  Partner in
         its sole  discretion,  may,  at the option of the  General  Partner and
         without  an  obligation  to do so (except  as  provided  for in SECTION
         13.3(B)  below),  be contributed  by the General  Partner as additional
         Capital  Contributions.  If and as the  General  Partner  or any  other
         Partner makes additional Capital Contributions to the Partnership, each
         such Partner shall receive additional Partnership Units as provided for
         in SECTION 4.2.

              (c) RETURN OF CAPITAL CONTRIBUTIONS. Except as otherwise expressly
         provided herein, the Capital  Contribution of each Limited Partner will
         be  returned  to that  Partner  only in the  manner  and to the  extent
         provided  in Article V and  Article  XIII  hereof,  and no Partner  may
         withdraw from the  Partnership or otherwise have any right to demand or
         receive the return of its Capital  Contribution  to the Partnership (as
         such),  except as specifically  provided  herein.  Under  circumstances
         requiring a return of any Capital  Contribution,  no Partner shall have
         the right to receive  property other than cash,  except as specifically
         provided  herein.  No Partner  shall be  entitled  to  interest  on any
         Capital   Contribution   or   Capital   Account   notwithstanding   any
         disproportion  therein as between the Partners.  Except as specifically
         provided herein, the General Partner shall not be liable for the return
         of any portion of the Capital  Contribution of any Limited Partner, and
         the return of such  Capital  Contributions  shall be made  solely  from
         Partnership assets.

              (d) LIABILITY OF LIMITED  PARTNERS.  No Limited Partner shall have
         any further  personal  liability to contribute  money to, or in respect
         of, the  liabilities or the obligations of the  Partnership,  nor shall
         any Limited  Partner be personally  liable for any  obligations  of the
         Partnership,  except as otherwise provided in this Article IV or in the
         Act. No Limited Partner shall be required to make any  contributions to
         the capital of the Partnership other than its Capital Contribution.

         SECTION 4.2 ISSUANCES OF ADDITIONAL PARTNERSHIP INTERESTS.

              (a) ISSUANCE OF PARTNERSHIP  UNITS.  The General Partner is hereby
         authorized  to  cause  the   Partnership   to  issue  such   additional
         Partnership  Interests  in  the  form  of  Partnership  Units  for  any
         Partnership  purpose at any time or from time to time,  to the Partners
         or to  other  Persons  for such  consideration  and on such  terms  and
         conditions as shall be established  by the General  Partner in its sole
         and  absolute  discretion,  all  without  the  approval  of any Limited
         Partners except to the extent provided herein.

                                 Exhibit 10.24

<PAGE>

              (b) [deleted]

              (c) ISSUANCE OF ADDITIONAL  COMMON SHARES.  The General Partner is
         explicitly  authorized to issue  additional  Common Shares or preferred
         Shares of  Beneficial  Interest  of the  General  Partner,  or  rights,
         options,  warrants or convertible or exchangeable securities containing
         the right to subscribe for or purchase Common Shares ("NEW SECURITIES")
         and in connection  therewith (i) the General Partner may, but shall not
         be obligated to, cause the  Partnership to issue to the General Partner
         Partnership  Interests or rights,  options,  warrants or convertible or
         exchangeable   securities  of  the  Partnership  having   designations,
         preferences and other rights,  all such that the economic interests are
         substantially similar to those of the New Securities,  and (ii) in such
         event,  the General Partner shall  contribute the net proceeds from the
         issuance  of such  New  Securities  and  from the  exercise  of  rights
         contained in such New Securities to the Partnership. In connection with
         the issuance of Partnership  interests which are substantially  similar
         to New Securities, the General Partner is authorized to modify or amend
         the  distributions  or  allocations  hereunder  solely  to  the  extent
         necessary  to give effect to the  designations,  preferences  and other
         rights pertaining to such Partnership Interests.

              (d) ISSUANCE PURSUANT TO OPTION PLANS.

                           (1)      [deleted]

                           (2) The General  Partner shall cause the  Partnership
                  to issue  Partnership  Units to employees  of the  Partnership
                  upon  the  exercise  by any such  employees  of an  option  to
                  acquire Partnership Units granted by the Partnership  pursuant
                  to the Option Plans in accordance with the terms of the Option
                  Plans.  Partnership  Units so issued shall  represent  Limited
                  Partnership Interests.

                           (3) The General  Partner shall cause the  Partnership
                  to issue Partnership Units to any Subsidiary upon the exercise
                  by an  employee  of such  Subsidiary  of an option to  acquire
                  Partnership  Units granted by such Subsidiary  pursuant to the
                  Option  Plans,  and  such  Subsidiary  shall  transfer  to the
                  Partnership  the price per  Partnership  Unit  required by the
                  Option  Plans to be paid by  Subsidiaries.  Partnership  Units
                  issued  to  any  such  Subsidiary   shall  represent   Limited
                  Partnership Interests.

              (e) CONVERSION OF UNITS.

                           (1) Subject to the further provisions of this SECTION
                  4.2(E) and the provisions of SECTIONS 8.6 and 11.7,  beginning
                  two years after the Effective Date or earlier with the written
                  consent  of  the   General   Partner   (except  as   otherwise
                  contractually  restricted),  the General Partner hereby grants
                  to each Limited Partner the right (the "CONVERSION  RIGHT") to
                  exchange  any or all of the  Partnership  Units  held  by that
                  Partner for Common  Shares,  with one  Partnership  Unit being
                  exchangeable for one Common Share;  PROVIDED that in the event
                  the General  Partner  issues to all  holders of Common  Shares
                  rights,  options,  warrants  or  convertible  or  exchangeable
                  securities  entitling  the  shareholders  to subscribe  for or
                  purchase  Common Shares,  or any other  securities or property
                  (collectively,  the "COMMON SHARE RIGHTS") then (except to the
                  extent  such  rights  have  already   been   reflected  in  an
                  adjustment  to the  Unit  Adjustment  Factor  as  provided  in
                  SECTION 4.2(E)(2) below) the Converting  Partner shall also be
                  entitled to receive  such Common Share Rights that a holder of
                  that number of Common Shares would be entitled to receive. The
                  Conversion  Right may be  exercised  by a Limited  Partner  (a
                  "CONVERTING  PARTNER") at any time  beginning  two years after
                  the Effective Date (or upon the written consent of the General
                  Partner)  and from  time to time by  delivering  a  Notice  of
                  Conversion to the General  Partner not less than ten (10) days
                  prior to such  exchange.  Public  Storage,  Inc.  shall at all
                  times  reserve and keep  available out of its  authorized  but
                  unissued  Common  Shares,  solely for the purpose of effecting
                  the  exchange of  Partnership  Units for Common  Shares,  such
                  number  of  Common  Shares  as  shall  from  time  to  time be
                  sufficient  to  effect  the  conversion  of  all   outstanding
                  Partnership Units not owned by the General Partner. No Limited
                  Partner shall,  solely by virtue of being the holder of one or

                                 Exhibit 10.24

<PAGE>

                  more  Partnership  Units,  be deemed to be a shareholder of or
                  have any other interest in Public Storage, Inc. or the General
                  Partner.

                           (2) In the event of any change in the Unit Adjustment
                  Factor,  the number of Partnership  Units held by each Partner
                  shall be proportionately adjusted by multiplying the number of
                  Partnership  Units held by such Partner  immediately  prior to
                  the  change  in the  Unit  Adjustment  Factor  by the new Unit
                  Adjustment  Factor;  the intent of this  provision is that one
                  Partnership  Unit  remains  exchangeable  for one Common Share
                  without dilution.  In the event the General Partner issues any
                  Common Shares in exchange for  Partnership  Units  pursuant to
                  this SECTION 4.2(E), any such Partnership Units so acquired by
                  the General Partner shall immediately  thereafter be cancelled
                  by the  Partnership  and the  Partnership  shall  issue to the
                  General  Partner  new  Partnership  Units  pursuant to SECTION
                  4.2(C) hereof.  Each Converting Partner agrees to execute such
                  documents  as the General  Partner may  reasonably  require in
                  connection with the issuance of Common Shares upon exercise of
                  the Conversion Right. Notwithstanding the foregoing provisions
                  of this SECTION  4.2(E),  a Limited Partner shall not have the
                  right to exchange  Partnership  Units for Common Shares if (i)
                  in the opinion of counsel for the General Partner, the General
                  Partner would, as a result  thereof,  no longer qualify (or it
                  would be more  likely  than not that the  General  Partner  no
                  longer would  qualify) as a REIT; or (ii) such exchange  would
                  in the opinion of counsel for the General Partner,  constitute
                  or be more  likely  than  not to  constitute  a  violation  of
                  applicable securities laws.

                           (3) On the date of any  exchange  pursuant to SECTION
                  4.2(E)(1),  the General  Partner  shall pay to any  Converting
                  Partner   the  then   unreturned   balances   in  the   Unpaid
                  Distribution  Accounts  maintained for the  Partnership  Units
                  that are the  subject  of the  Notice  of  Conversion  and are
                  exchanged pursuant to that provision.

         SECTION 4.3 NO PREEMPTIVE  RIGHTS.  Except as specifically  provided in
this  Agreement,  no Person  shall have any  preemptive,  preferential  or other
similar right with respect to (a) additional  Capital  Contributions or loans to
the Partnership, or (b) issuance or sale of any Partnership Units.

         SECTION 4.4 CAPITAL ACCOUNTS OF THE PARTNERS.

              (a) GENERAL.  The  Partnership  shall  maintain for each Partner a
         separate  Capital  Account in accordance  with the rules of Regulations
         Section  1.704-1(b)(2)(iv).  Such Capital Account shall be increased by
         (a) the amount of all Capital Contributions made by such Partner to the
         Partnership pursuant to this Agreement and (b) all items of Partnership
         income and gain (including income and gain exempt from tax) computed in
         accordance  with SECTION  4.4(B)  hereof and  allocated to such Partner
         pursuant to SECTIONS 6.1 and 6.2 of the Agreement, and decreased by (i)
         the  amount  of  cash  or  Agreed   Value  of  all  actual  and  deemed
         distributions of cash or property made to such Partner pursuant to this
         Agreement and (ii) all items of Partnership deduction and loss computed
         in accordance  with SECTION 4.4(B) hereof and allocated to such Partner
         pursuant to SECTIONS 6.1 and 6.2 of the Agreement.

              (b)  INCOME,  GAINS,   DEDUCTIONS  AND  LOSSES.  For  purposes  of
         computing the amount of any item of income,  gain, loss or deduction to
         be  reflected  in the  Partners'  Capital  Accounts,  unless  otherwise
         specified  in  this  Agreement,  the  determination,   recognition  and
         classification of any such item shall be the same as its determination,
         recognition  and   classification   for  Federal  income  tax  purposes
         determined  in  accordance  with  Section  703(a) of the Code (for this
         purpose all items of income,  gain,  loss or  deduction  required to be
         stated  separately  pursuant to Section  703(a)(1) of the Code shall be
         included in taxable income or loss), with the following adjustments:

                           (1)  Except  as  otherwise  provided  in  Regulations
                  Section 1.704-1(b)(2)(iv)(m),  the computation of all items of
                  income,  gain, loss and deduction shall be made without regard
                  to any  election  under  Section  754 of the Code which may be
                  made by the  Partnership;  PROVIDED  that the  amounts  of any
                  adjustments  to  the  adjusted  bases  of  the  assets  of the
                  Partnership  made  pursuant  to  Section  734 of the Code as a
                  result of the distribution of property by the Partnership to a

                                 Exhibit 10.24

<PAGE>

                  Partner  (to  the  extent  that  such   adjustments  have  not
                  previously been reflected in the Partners'  Capital  Accounts)
                  shall be reflected in the Capital  Accounts of the Partners in
                  the  manner  and  subject  to the  limitations  prescribed  in
                  Regulations Section 1.704-1(b)(2)(iv)(m).

                           (2) The  computation  of all items of  income,  gain,
                  loss and  deduction  shall be made without  regard to the fact
                  that items described in Sections  705(a)(1)(B) or 705(a)(2)(B)
                  of the Code are not  includable in gross income or are neither
                  currently  deductible nor  capitalized  for Federal income tax
                  purposes.

                           (3) Any  income,  gain or  loss  attributable  to the
                  taxable  disposition  of any  Partnership  property  shall  be
                  determined  as if the  adjusted  basis of such  property as of
                  such  date  of  disposition   were  equal  in  amount  to  the
                  Partnership's  Carrying Value with respect to such property as
                  of such date.

                           (4) In lieu of the  depreciation,  amortization,  and
                  other cash recovery deductions taken into account in computing
                  such taxable income or loss, there shall be taken into account
                  Depreciation for such fiscal year.

                           (5)  In  the   event  the   Carrying   Value  of  any
                  Partnership  Asset is  adjusted  pursuant  to  SECTION  4.4(D)
                  hereof,  the amount of any such adjustment shall be taken into
                  account as gain or loss from the disposition of such asset.

                           (6)      Any items specially  allocated under SECTION
                  6.3 hereof shall not be taken into account.

              (c) TRANSFERS OF PARTNERSHIP  UNITS. A transferee of a Partnership
         Unit shall succeed to a pro rata portion of the Capital  Account of the
         transferor;   PROVIDED,   HOWEVER,  that,  if  the  transfer  causes  a
         termination of the Partnership under Section  708(b)(1)(B) of the Code,
         the  Partnership's  properties shall be deemed to have been distributed
         in  liquidation  of the  Partnership  to the  Partners  (including  the
         transferee of Partnership  Units) and recontributed by such Partners in
         reconstitution  of the Partnership.  In such event, the Carrying Values
         of the Partnership  properties shall be adjusted  immediately  prior to
         such deemed  distribution  pursuant to SECTION  4.4(D)(2)  hereof.  The
         Capital Accounts of such reconstituted  Partnership shall be maintained
         in accordance with the principles of this SECTION 4.4.

              (d) UNREALIZED GAINS AND LOSSES.

                           (1)  Consistent  with the  provisions of  Regulations
                  Section  1.704-1(b)(2)(iv)(f),  and  as  provided  in  SECTION
                  4.4(D)(2), the Carrying Values of all Partnership assets shall
                  be adjusted  upward or downward to reflect any Unrealized Gain
                  or Unrealized Loss attributable to such Partnership  property,
                  as of  the  times  of  the  adjustments  provided  in  SECTION
                  4.4(D)(2)  hereof,  as if such  Unrealized  Gain or Unrealized
                  Loss  had  been  recognized  on an  actual  sale of each  such
                  property  and  allocated   pursuant  to  SECTION  6.1  of  the
                  Agreement.

                           (2)  Such  adjustments   shall  be  made  as  of  the
                  following times:  (i) immediately  prior to the acquisition of
                  an  additional  interest  in the  Partnership  by  any  new or
                  existing  Partner  in  exchange  for  more  than a DE  MINIMIS
                  Capital   Contribution;   (ii)   immediately   prior   to  the
                  distribution by the Partnership to a Partner of more than a DE
                  MINIMIS amount of Property as consideration for an interest in
                  the   Partnership;   and  (iii)   immediately   prior  to  the
                  liquidation  of  the  Partnership  or  the  General  Partner's
                  interest in the Partnership  within the meaning of Regulations
                  Section   1.704-l(b)(2)(ii)(g);    PROVIDED,   HOWEVER,   that
                  adjustments  pursuant  to clauses  (i) and (ii) above shall be
                  made only if the General  Partner  reasonably  determines that
                  such  adjustments  are necessary or appropriate to reflect the
                  relative   economic   interests   of  the   Partners   in  the
                  Partnership.
                                 Exhibit 10.24

<PAGE>

                           (3)   In   accordance   with   Regulations    Section
                  1.704-1(b)(2)(iv)(e),   the  Carrying  Values  of  Partnership
                  assets  distributed  in  kind  shall  be  adjusted  upward  or
                  downward to reflect any  Unrealized  Gain or  Unrealized  Loss
                  attributable to such Partnership  property, as of the time any
                  such asset is distributed.

                           (4) In determining such Unrealized Gain or Unrealized
                  Loss the  aggregate  cash amount and fair market  value of all
                  Partnership  assets (including cash or cash equivalents) shall
                  be  determined by the General  Partner  using such  reasonable
                  method  of  valuation  as it may  adopt,  or in the  case of a
                  liquidating  distribution  pursuant  to  Article  XIII of this
                  Agreement, be determined and allocated by the Liquidator using
                  such  reasonable  methods of  valuation  as it may adopt.  The
                  General Partner, or the Liquidator,  as the case may be, shall
                  allocate  such  aggregate   value  among  the  assets  of  the
                  Partnership  (in such manner as it  determines in its sole and
                  absolute  discretion  to  arrive  at a fair  market  value for
                  individual properties).

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

                                   ARTICLE V
                                  DISTRIBUTIONS

         SECTION 5.1 REQUIREMENT AND  CHARACTERIZATION OF  DISTRIBUTIONS.Subject
to SECTIONS 5.2 and 5.3 hereof,  the General Partner shall distribute  quarterly
an amount equal to one hundred percent (100%) of Available Cash generated by the
Partnership  during  such  quarter  to the  Partners  who  are  Partners  on the
Partnership  Record Date with respect to such quarter in the following  order of
priority and to the extent of such  Available  Cash:(i)  first,  to each Limited
Partner to the extent of and in proportion to the then unreturned balance of the
Unpaid  Distribution  Account  maintained with respect to each  Partnership Unit
held by such Limited Partner, (ii) second, to each Limited Partner to the extent
of and in  proportion  to an amount per  Partnership  Unit held by such  Limited
Partner equal to the dividend per Common Share paid by Public Storage,  Inc. for
such quarter and (iii) third,  the balance,  if any, of the  Available  Cash for
such  quarter  shall be  distributed  to the  General  Partner in respect of its
Partnership Units. No distribution shall be made for any distribution  period in
respect  of   Partnership   Units  held  by  the  General   Partner  unless  all
distributions  due the Limited  Partners in accordance with clauses (i) and (ii)
of this SECTION 5.1 shall have been paid for all prior periods.  Notwithstanding
anything to the contrary  contained  herein, in no event may a Partner receive a
distribution  of  Available  Cash  with  respect  to a Unit if such  Partner  is
entitled to receive a dividend  for such  quarter with respect to a Common Share
for which such Unit has been  redeemed or exchanged  (it being  understood  that
such Partner will in any event be entitled to receive the full amount payable in
respect of such Units and/or Common Shares for such period).

         SECTION 5.2 AMOUNTS  WITHHELD.All amounts withheld pursuant to the Code
or any  provisions  of any state or local tax law and  SECTION  10.5 hereof with
respect to any allocation,  payment or distribution to the General  Partner,  or
any Limited Partners or Assignees shall be treated as amounts distributed to the
General Partner or such Limited Partners,  or Assignees  pursuant to SECTION 5.1
for all purposes under this Agreement.
                                 Exhibit 10.24

<PAGE>

         SECTION 5.3 DISTRIBUTIONS UPON  LIQUIDATION.Proceeds from a Liquidating
Transaction  shall be  distributed  to the Partners in  accordance  with SECTION
13.2.

                                   ARTICLE VI
                                   ALLOCATIONS

         SECTION 6.1 ALLOCATIONS FOR CAPITAL  ACCOUNT  PURPOSES.For  purposes of
maintaining  the Capital  Accounts and in determining the rights of the Partners
among themselves,  the Partnership's  items of income,  gain, loss and deduction
(computed in accordance  with SECTION 4.4 hereof)  shall be allocated  among the
Partners for each taxable year (or portion thereof) as provided herein below.

              (a) NET INCOME. After giving effect to the special allocations set
         forth in SECTION 6.2 below, Net Income shall be allocated (i) first, to
         the General  Partner to the extent  that,  on a cumulative  basis,  Net
         Losses previously allocated to the General Partner pursuant to the last
         sentence of SECTION  6.1(B) exceed Net Income  previously  allocated to
         the General Partner pursuant to this clause (i) of SECTION 6.1(A), (ii)
         second,  to the Partners to the extent and in the reverse  order and in
         the same proportion that, on a cumulative  basis, Net Losses previously
         allocated  to the  Partners  pursuant to the first  sentence of SECTION
         6.1(B) exceed Net Income previously  allocated to the Partners pursuant
         to this clause (ii) of SECTION  6.1(A),  (iii)  third,  to each Limited
         Partner until each Limited Partner has been allocated,  on a cumulative
         basis,  Net Income equal to the sum of the  distributions  paid to such
         Limited Partner and the unreturned  balances in the Unpaid Distribution
         Accounts  maintained with respect to the Partnership Units held by such
         Limited Partner, and (iv) thereafter, to the General Partner.

              (b) NET LOSSES. After giving effect to the special allocations set
         forth in  SECTION  6.2  below,  Net Losses  shall be  allocated  to the
         Partners in  accordance  with their  respective  Percentage  Interests;
         PROVIDED that Net Losses shall not be allocated to any Limited  Partner
         pursuant  to this  SECTION  6.1(B) to the extent  that such  allocation
         would cause such Limited  Partner to have an Adjusted  Capital  Account
         Deficit  at the end of such  taxable  year (or  increase  any  existing
         Adjusted  Capital  Account  Deficit).  All Net  Losses in excess of the
         limitations set forth in the preceding  sentence of this SECTION 6.1(B)
         shall be allocated to the General Partner.

              (c) GAINS.  Any gain  allocated to the  Partners  upon the sale or
         other taxable  disposition of any Partnership asset shall to the extent
         possible,  after taking into account other required allocations of gain
         pursuant to SECTION 6.2 below, be  characterized as Recapture Income in
         the same  proportions and to the same extent as such Partners have been
         allocated  any  deductions  directly or  indirectly  giving rise to the
         treatment of such gains as Recapture Income.

         SECTION  6.2  SPECIAL   ALLOCATION   RULES.Notwithstanding   any  other
provision of this Agreement,  the following special allocations shall be made in
the following order:

              (a) MINIMUM GAIN CHARGEBACK.  Notwithstanding any other provisions
         of Article VI, if there is a net decrease in  Partnership  Minimum Gain
         during any Partnership Year, each Partner shall be specially  allocated
         items of Partnership  income and gain for such year (and, if necessary,
         subsequent years) in an amount equal to such Partner's share of the net
         decrease in Partnership  Minimum Gain, as determined under  Regulations
         Section 1.704-2(g). Allocations pursuant to the previous sentence shall
         be  made  in  proportion  to  the  respective  amounts  required  to be
         allocated  to  each  Partner  pursuant  thereto.  The  items  to  be so
         allocated  shall be determined in accordance with  Regulations  Section
         1.704-2(f)(6).  This  SECTION  6.2(A) is  intended  to comply  with the
         minimum gain chargeback  requirements in Regulations Section 1.704-2(f)
         and for purposes of this SECTION 6.2(A) only,  each Partner's  Adjusted
         Capital  Account  Deficit  shall  be  determined  prior  to  any  other
         allocations  pursuant to SECTION 6.1 of the  Agreement  with respect to
         such fiscal year and without regard to any decrease in Partner  Minimum
         Gain during such fiscal year.

              (b) PARTNER  MINIMUM GAIN  CHARGEBACK.  Notwithstanding  any other
         provision of Article VI (except SECTION 6.2(A)  hereof),  if there is a
         net  decrease  in  Partner  Minimum  Gain  attributable  to  a  Partner

                                 Exhibit 10.24

<PAGE>

         Nonrecourse  Debt during any Partnership  fiscal year, each Partner who
         has a share of the Partner  Minimum Gain  attributable  to such Partner
         Nonrecourse  Debt,  determined in accordance with  Regulations  Section
         1.704-2(i)(5), shall be specially allocated items of Partnership income
         and gain for such year  (and,  if  necessary,  subsequent  years) in an
         amount  equal to such  Partner's  share of the net  decrease in Partner
         Minimum Gain attributable to such Partner Nonrecourse Debt,  determined
         in  accordance  with  Regulations  Section  1.704-2(i)(5).  Allocations
         pursuant to the previous  sentence  shall be made in  proportion to the
         respective  amounts  required to be allocated to each Partner  pursuant
         thereto. The items to be so allocated shall be determined in accordance
         with Regulations Section 1.704-2(i)(4). This SECTION 6.2(B) is intended
         to comply with the minimum gain chargeback  requirement in such Section
         of the  Regulations  and shall be interpreted  consistently  therewith.
         Solely for purposes of this SECTION  6.2(B),  each  Partner's  Adjusted
         Capital  Account  Deficit  shall  be  determined  prior  to  any  other
         allocations  pursuant to Article VI of this  Agreement  with respect to
         such fiscal year,  other than  allocations  pursuant to SECTION  6.2(A)
         hereof.

              (c) QUALIFIED INCOME OFFSET. In the event any Partner unexpectedly
         receives any  adjustments,  allocations or  distributions  described in
         Regulations Sections 1.704-1(b)(2)(ii)(d)(4),  1.704-1(b)(2)(ii)(d)(5),
         or 1.704-1(b)(2)(ii)(d)(6),  and after giving effect to the allocations
         required under SECTIONS  6.2(A) and 6.2(B) hereof,  such Partner has an
         Adjusted Capital Account Deficit,  items of Partnership income and gain
         shall be  specially  allocated  to such Partner in an amount and manner
         sufficient to eliminate, to the extent required by the Regulations, its
         Adjusted   Capital  Account   Deficit  created  by  such   adjustments,
         allocations or distributions as quickly as possible.

              (d) NONRECOURSE DEDUCTIONS. Nonrecourse Deductions for any taxable
         period  shall be allocated  to the  Partners in  accordance  with their
         respective Percentage  Interests.  If the General Partner determines in
         its good faith discretion that the Partnership's Nonrecourse Deductions
         must be  allocated  in a  different  ratio to satisfy  the safe  harbor
         requirements of the Regulations promulgated under Section 704(b) of the
         Code,  the General  Partner is  authorized,  upon notice to the Limited
         Partners,  to revise the prescribed  ratio to the  numerically  closest
         ratio which does satisfy such requirements.

              (e)  PARTNER  NONRECOURSE  DEDUCTIONS.   Any  Partner  Nonrecourse
         Deductions  for any fiscal  year shall be  specially  allocated  to the
         Partner who bears the economic risk of loss with respect to the Partner
         Nonrecourse  Debt to which  such  Partner  Nonrecourse  Deductions  are
         attributable in accordance with Regulations Section 1.704-2(i)(2).

              (f) CODE SECTION 754  ADJUSTMENTS.  To the extent an adjustment to
         the adjusted  tax basis of any  Partnership  asset  pursuant to Section
         734(b) or  743(b)  of the Code is  required,  pursuant  to  Regulations
         Section  1.704-1(b)(2)(iv)(m),  to be taken into account in determining
         Capital Accounts, the amount of such adjustment to the Capital Accounts
         shall be treated as an item of gain (if the  adjustment  increases  the
         basis of the asset) or loss (if the  adjustment  decreases such basis),
         and such  item of gain or loss  shall  be  specially  allocated  to the
         Partners in a manner  consistent with the manner in which their Capital
         Accounts  are  required to be adjusted  pursuant to such Section of the
         Regulations.

                                 Exhibit 10.24

<PAGE>

         SECTION 6.3       ALLOCATIONS FOR TAX PURPOSES.

              (a) GENERAL. Except as otherwise provided in this SECTION 6.3, for
         Federal  income  tax  purposes,  each item of  income,  gain,  loss and
         deduction  shall be allocated  among the Partners in the same manner as
         its  correlative  item of "book"  income,  gain,  loss or  deduction is
         allocated pursuant to SECTIONS 6.1 and 6.2 of this Agreement.

              (b) TO ELIMINATE BOOK-TAX DISPARITIES.  In an attempt to eliminate
         Book-Tax Disparities attributable to a Contributed Property or Adjusted
         Property, items of income, gain, loss, and deduction shall be allocated
         for Federal income tax purposes among the Partners as follows:

                           (1) In the case of a Contributed Property, such items
                  attributable  thereto  shall be  allocated  among the Partners
                  consistent  with the  principles of Section 704(c) of the Code
                  that takes into account the variation between the 704(c) Value
                  of  such  property  and  its  adjusted  basis  at the  time of
                  contribution,  and (ii) any item of Residual  Gain or Residual
                  Loss attributable to a Contributed Property shall be allocated
                  among the Partners in the same manner as its correlative  item
                  of "book" gain or loss is  allocated  pursuant to SECTIONS 6.1
                  and 6.2 of this Agreement.

                           (2) In the case of an Adjusted  Property,  such items
                  shall (A) first,  be allocated  among the Partners in a manner
                  consistent  with the  principles of Section 704(c) of the Code
                  to take into account the  Unrealized  Gain or Unrealized  Loss
                  attributable  to such  property  and the  allocations  thereof
                  pursuant  to  SECTION  4.4 and (B)  second,  in the event such
                  property was originally a Contributed  Property,  be allocated
                  among  the  Partners  in  a  manner  consistent  with  SECTION
                  6.3(B)(1)(I),  and (ii) any item of Residual  Gain or Residual
                  Loss  attributable to an Adjusted  Property shall be allocated
                  among the Partners in the same manner as its correlative  item
                  of "book" gain or loss is  allocated  pursuant to SECTIONS 6.1
                  and 6.2 of this Agreement.

                           (3)  All  other  items  of  income,  gain,  loss  and
                  deduction  shall be  allocated  among the Partners in the same
                  manner as their  correlative  item of  "book"  gain or loss is
                  allocated pursuant to SECTIONS 6.1 and 6.2 of this Agreement.

              (c)  POWER OF  GENERAL  PARTNER  TO ELECT  METHOD.  To the  extent
         Treasury Regulations promulgated pursuant to Section 704(c) of the Code
         permit a partnership  to utilize  alternative  methods to eliminate the
         disparities  between  the agreed  value of  property  and its  adjusted
         basis, the General Partner shall have the authority to elect the method
         to be used by the Partnership and such election shall be binding on all
         Partners.

                                  ARTICLE VII
                      MANAGEMENT AND OPERATIONS OF BUSINESS

         SECTION 7.1 MANAGEMENT.

              (a)  POWERS OF  GENERAL  PARTNER.  Except as  otherwise  expressly
         provided in this Agreement, all management powers over the business and
         affairs  of the  Partnership  are  exclusively  vested  in the  General
         Partner,  and no Limited Partner shall have any right to participate in
         or exercise  control or management  power over the business and affairs
         of the  Partnership.  Notwithstanding  anything to the contrary in this
         Agreement,  the  General  Partner  may not be  removed  by the  Limited
         Partners  with or  without  cause.  In  addition  to the  powers now or
         hereafter  granted a general  partner  of a limited  partnership  under
         applicable  law or which are granted to the General  Partner  under any
         other  provision of this  Agreement,  the General  Partner,  subject to
         SECTION  7.3  hereof,  shall  have full power and  authority  to do all
         things  deemed  necessary or desirable by it to conduct the business of
         the Partnership, to exercise all powers set forth in SECTION 3.2 hereof
         and to  effectuate  the  purposes  set  forth in  SECTION  3.1  hereof,
         including, without limitation:

                                 Exhibit 10.24

<PAGE>

                           (1) the making  of  any  expenditures, the lending or
                   borrowing of money  (including,  without  limitation,  making
                   prepayments  on  loans  and  borrowing  money to  permit  the
                   Partnership  to make  distributions  to its  Partners in such
                   amounts  as will  permit  Public  Storage,  Inc.  (so long as
                   Public  Storage,  Inc.  qualifies  as a REIT)  to  avoid  the
                   payment  of any  Federal  income  tax  (including,  for  this
                   purpose, any excise tax pursuant to Section 4981 of the Code)
                   and to make  distributions to its shareholders  sufficient to
                   permit Public  Storage,  Inc. to maintain  REIT status),  the
                   assumption  or  guarantee  of,  or  other   contracting  for,
                   indebtedness and other liabilities, the issuance of evidences
                   of indebtedness  (including the securing of same by mortgage,
                   deed  of  trust  or  other   lien  or   encumbrance   on  the
                   Partnership's assets) and the incurring of any obligations it
                   deems  necessary  for the  conduct of the  activities  of the
                   Partnership;

                           (2) the  making of tax, regulatory and other filings,
                   or rendering of periodic or other reports to  governmental or
                   other  agencies  having  jurisdiction  over the  business  or
                   assets of the Partnership;

                           (3) the acquisition,  disposition,  sale, conveyance,
                   mortgage, pledge, encumbrance, hypothecation, contribution or
                   exchange  of any assets of the  Partnership  or the merger or
                   other  combination  of the  Partnership  with or into another
                   entity on such terms as the  General  Partner  deems  proper,
                   which powers shall include, without limitation,  the power to
                   pledge any or all of the assets of the  Partnership to secure
                   a loan or other  financing  to the General  Partner or Public
                   Storage  (the  proceeds  of  which  are  not  required  to be
                   contributed  or  loaned  to  this   Partnership),   provided,
                   however,  that in the event of any such  pledge  the  General
                   Partner shall  indemnify  the Limited  Partners to the extent
                   any foreclosure on such pledge results in a loss in the value
                   of the Limited Partnership  Interests and shall indemnify the
                   Partnership  and the Limited  Partners to the extent that any
                   such pledge (or foreclosure thereon) results in a decrease in
                   Available Cash for distribution pursuant to ARTICLE V hereof;

                           (4)  the  use  of  the   assets   of the  Partnership
                   (including, without limitation, cash on hand) for any purpose
                   consistent  with the terms of this Agreement and on any terms
                   it sees fit, including,  without limitation, the financing of
                   the conduct of the  operations  of the General  Partner,  the
                   Partnership  or any of the  Partnership's  Subsidiaries,  the
                   lending   of   funds   to  other   Persons   (including   the
                   Partnership's  Subsidiaries) and the repayment of obligations
                   of the Partnership and its  Subsidiaries and any other Person
                   in  which  it has an  equity  investment  and the  making  of
                   capital contributions to its Subsidiaries, the holding of any
                   real,  personal and mixed property of the  Partnership in the
                   name  of the  Partnership  or in the  name  of a  nominee  or
                   trustee (subject to SECTION 7.10), the creation,  by grant or
                   otherwise, of easements or servitudes, and the performance of
                   any and all acts necessary or appropriate to the operation of
                   the  Partnership  assets  including,   but  not  limited  to,
                   applications   for   rezoning,    objections   to   rezoning,
                   constructing,  altering,  improving,  repairing,  renovating,
                   rehabilitating,   razing,   demolishing   or  condemning  any
                   improvements or property of the Partnership;

                           (5)  the   negotiation,  execution,  and  performance
                   of any contracts, conveyances or other instruments (including
                   with  Affiliates of the Partnership to the extent provided in
                   SECTION  7.6) that the General  Partner  considers  useful or
                   necessary to the conduct of the  Partnership's  operations or
                   the implementation of the General Partner's powers under this
                   Agreement,  including,  without limitation, the execution and
                   delivery  of  leases  on  behalf  of or in  the  name  of the
                   Partnership  (including the lease of Partnership property for
                   any purpose and without limit as to the term thereof, whether
                   or not such  term  (including  renewal  terms)  shall  extend
                   beyond the date of termination of the Partnership and whether
                   or not the  portion so leased is to be occupied by the lessee
                   or, in turn, subleased in whole or in part to others);

                           (6) the opening  and  closing  of bank accounts,  the
                   investment of Partnership  funds in securities,  certificates
                   of deposit and other  instruments,  and the  distribution  of
                   Partnership  cash or other  Partnership  assets in accordance
                   with this Agreement;

                                 Exhibit 10.24

<PAGE>

                           (7)  the   selection   and   dismissal  of  employees
                   of the Partnership or the General Partner (including, without
                   limitation,  employees  having  titles  such as  "president",
                   "vice  president",  "secretary"  and  "treasurer"),  and  the
                   engagement  and  dismissal  of  agents,   outside  attorneys,
                   accountants, engineers, appraisers, consultants,  contractors
                   and other  professionals  on behalf of the General Partner or
                   the Partnership and the  determination of their  compensation
                   and other terms of employment or hiring;

                           (8) the maintenance of such insurance for the benefit
                   of the  Partnership and the Partners as it deems necessary or
                   appropriate;

                           (9) the formation of, or  acquisition  of an interest
                   in, and the  contribution of property to, any further limited
                   or   general   partnerships,    joint   ventures   or   other
                   relationships  that it deems  desirable  (including,  without
                   limitation,   the   acquisition  of  interests  in,  and  the
                   contribution of property to, its  Subsidiaries  and any other
                   Person  in which it has an  equity  investment  from  time to
                   time);

                           (10) the   control  of  any   matters  affecting  the
                   rights and  obligations  of the  Partnership,  including  the
                   conduct of litigation  and the incurring of legal expense and
                   the   settlement   of   claims   and   litigation,   and  the
                   indemnification   of  any  Person  against   liabilities  and
                   contingencies to the extent permitted by law;

                           (11) the  undertaking  of  any  action in  connection
                   with the Partnership's  direct or indirect  investment in its
                   Subsidiaries   or  any  other  Person   (including,   without
                   limitation,   the  contribution  or  loan  of  funds  by  the
                   Partnership to such Persons);

                           (12)  the  determination  of the  fair  market  value
                   of any  Partnership  property  distributed in kind using such
                   reasonable method of valuation as it may adopt;

                           (13) the execution,  acknowledgement  and delivery of
                   any and all documents and  instruments  to effectuate  any or
                   all of the foregoing; and

                           (14) the   issuance   of   Partnership   Units to any
                   Subsidiary  which may be  necessary  for such  Subsidiary  to
                   satisfy such Subsidiary's obligations under the Option Plans,
                   in  exchange  for the  transfer  to the  Partnership  by such
                   Subsidiary of the price per Partnership  Unit required by the
                   Option Plans to be paid by Subsidiaries.

              (b) NO APPROVAL  REQUIRED  FOR ABOVE  POWERS.  Each of the Limited
         Partners  agrees that the  General  Partner is  authorized  to execute,
         deliver and perform the above-mentioned  agreements and transactions on
         behalf of the Partnership  without any further act, approval or vote of
         the Partners,  notwithstanding  any other  provision of this Agreement,
         the Act or any  applicable  law,  rule or  regulation.  The  execution,
         delivery or  performance by the General  Partner or the  Partnership of
         any agreement  authorized or permitted  under this Agreement  shall not
         constitute a breach by the General Partner of any duty that the General
         Partner may owe the  Partnership  or the Limited  Partners or any other
         Persons under this Agreement or of any duty stated or implied by law or
         equity.

              (c)  INSURANCE.  At all times from and after the date hereof,  the
         General  Partner  may cause the  Partnership  to  obtain  and  maintain
         casualty,  liability  and  other  insurance  on the  properties  of the
         Partnership and liability insurance for the Indemnitees hereunder.

              (d) WORKING CAPITAL RESERVES. At all times from and after the date
         hereof,  the General Partner may cause the Partnership to establish and
         maintain  working  capital  reserves  in such  amounts  as the  General
         Partner,  in its sole and absolute  discretion,  deems  appropriate and
         reasonable from time to time.

                                 Exhibit 10.24

<PAGE>

              (e)  NO  OBLIGATION  TO  CONSIDER  TAX   CONSEQUENCES  TO  LIMITED
         PARTNERS. In exercising its authority under this Agreement, the General
         Partner may, but shall be under no obligation to, take into account the
         tax  consequences to any Partner of any action taken by it. The General
         Partner  and the  Partnership  shall  not have  liability  to a Limited
         Partner under any  circumstances as a result of an income tax liability
         incurred by such Limited Partner as a result of an action (or inaction)
         by the General Partner pursuant to its authority under this Agreement.

         SECTION 7.2 CERTIFICATE OF LIMITED PARTNERSHIP. To the extent that such
action is  determined by the General  Partner to be reasonable  and necessary or
appropriate,  the General Partner shall file  amendments to and  restatements of
the  Certificate  and do all the things to maintain the Partnership as a limited
partnership  (or a  partnership  in which  the  limited  partners  have  limited
liability)  under the laws of the State of Delaware and each other  jurisdiction
in which the  Partnership  may elect to do business or own property.  Subject to
the  terms of  SECTION  8.5(A)(4)  hereof,  the  General  Partner  shall  not be
required,  before or after filing, to deliver or mail a copy of the Certificate,
as it may be amended or restated from time to time, to any Limited Partner.  The
General Partner shall use all reasonable efforts to cause to be filed such other
certificates  or documents as may be reasonable and necessary or appropriate for
the  formation,   continuation,   qualification   and  operation  of  a  limited
partnership  (or a  partnership  in which  the  Limited  Partners  have  limited
liability)  in the State of  Delaware  and any other  jurisdiction  in which the
Partnership may elect to do business or own property.

         SECTION 7.3 RESTRICTIONS ON GENERAL  PARTNER'S  AUTHORITY.  The General
Partner may not,  without the  written  Consent of all of the Limited  Partners,
take  any  action  in  contravention  of  this  Agreement,   including,  without
limitation:

              (a) take any action that would make it  impossible to carry on the
         ordinary business of the Partnership,  except as otherwise  provided in
         this Agreement;

              (b) possess Partnership property, or assign any rights in specific
         Partnership  property,  for other than a Partnership  purpose except as
         otherwise provided in this Agreement;

              (c) admit a Person as a Partner,  except as otherwise  provided in
         this Agreement; or

              (d)  perform  any act that  would  subject  a Limited  Partner  to
         liability  as a  general  partner  in any  jurisdiction  or  any  other
         liability except as provided herein or under the Act.

         SECTION 7.4 RESPONSIBILITY FOR EXPENSES.

              (a) NO  COMPENSATION.  Except as provided in this  SECTION 7.4 and
         elsewhere in this Agreement (including the provisions of Articles V and
         VI regarding distributions, payments and allocations to which it may be
         entitled),  the  General  Partner  shall  not be  compensated  for  its
         services as general partner of the Partnership.

              (b)  RESPONSIBILITY  FOR  OWNERSHIP AND  OPERATION  EXPENSES.  The
         Partnership  shall  be  responsible  for and  shall  pay  all  expenses
         relating  to  the  Partnership's  ownership  of  its  assets,  and  the
         operation of, or for the benefit of, the  Partnership,  and the General
         Partner shall be reimbursed on a monthly basis,  or such other basis as
         the General Partner may determine in its sole and absolute  discretion,
         for all expenses it incurs relating to the  Partnership's  ownership of
         its  assets  and  the   operation  of,  or  for  the  benefit  of,  the
         Partnership;  PROVIDED that the amount of any such reimbursement  shall
         be reduced by any interest  earned by the General  Partner with respect
         to bank  accounts  or  other  instruments  held by it as  permitted  in
         SECTION  7.5(A).  Such  reimbursements  shall  be in  addition  to  any
         reimbursement  to the  General  Partner as a result of  indemnification
         pursuant to SECTION 7.7 hereof.

              (c)  RESPONSIBILITY  FOR  ORGANIZATION  EXPENSES.  The Partnership
         shall be responsible for and shall pay all expenses  incurred  relating
         to the organization of the Partnership  (including expenses relating to
         the issuance of Units,  but not  including any expenses with respect to
         the issuance of Common Shares).

                                 Exhibit 10.24

<PAGE>

         SECTION  7.5 OUTSIDE  ACTIVITIES  OF THE  GENERAL  PARTNER.The  General
Partner may engage in or possess an interest in other business ventures of every
nature and description, independently or with others, including, but not limited
to, the ownership,  financing,  leasing,  management,  syndication,  investment,
brokerage and  development  of real property of any kind  whatsoever  (including
self-storage  facilities),  and neither the  Partnership nor any of the Partners
shall  have any  right by virtue of this  Agreement  in and to such  independent
ventures or to the income or profits derived therefrom.

         SECTION 7.6 CONTRACTS WITH AFFILIATES.

              (a)  LOANS.   The  Partnership  may  lend  or  contribute  to  its
         Subsidiaries or other Persons in which it has an equity investment, and
         such  Persons  may  borrow  funds  from the  Partnership,  on terms and
         conditions  established  in the sole  and  absolute  discretion  of the
         General Partner.  The foregoing authority shall not create any right or
         benefit in favor of any Subsidiary or any other Person.

              (b) TRANSFERS OF ASSETS. Except as provided in SECTION 7.5(A), the
         Partnership may transfer assets to joint ventures,  other partnerships,
         corporations  or other  business  entities  in  which it is or  thereby
         becomes a  participant  upon such terms and subject to such  conditions
         consistent with this Agreement and applicable law.

              (c) CONTRACTS WITH GENERAL  PARTNER.  After the Effective Date and
         except as expressly  permitted by this  Agreement,  neither the General
         Partner nor any of its  Affiliates  shall sell,  transfer or convey any
         property to, or purchase any property from, the  Partnership,  directly
         or indirectly,  except pursuant to transactions  that are on terms that
         are fair and reasonable and no less favorable to the  Partnership  than
         would be  obtained  from an  unaffiliated  third  party  in  connection
         therewith.  Any transaction  undertaken by the General Partner pursuant
         to the Non-Competition Agreements is expressly authorized hereby.

              (d) EMPLOYEE BENEFIT PLANS.  The General Partner,  in its sole and
         absolute  discretion and without the approval of the Limited  Partners,
         may propose  and adopt on behalf of the  Partnership  employee  benefit
         plans  funded by the  Partnership  for the benefit of  employees of the
         General Partner,  the  Partnership,  Subsidiaries of the Partnership or
         any Affiliate of any of them in respect of services performed, directly
         or indirectly, for the benefit of the Partnership, the General Partner,
         or any of the Partnership's Subsidiaries, including any such plan which
         requires  the   Partnership,   the  General   Partner  or  any  of  the
         Partnership's  Subsidiaries to issue or transfer  Partnership  Units to
         employees.

              (e)  CONFLICT  AVOIDANCE  ARRANGEMENTS.  The  General  Partner  is
         expressly  authorized  to enter into,  in the name and on behalf of the
         Partnership,  a  right  of  first  opportunity  arrangement  and  other
         conflict   avoidance   agreements   with  various   Affiliates  of  the
         Partnership  and the  General  Partner,  on such  terms as the  General
         Partner, in its sole and absolute discretion, believes are advisable in
         connection therewith. Any transaction undertaken by the General Partner
         pursuant to the  Non-Competition  Agreements  is  expressly  authorized
         hereby.

         SECTION 7.7 INDEMNIFICATION.

              (a) GENERAL.  The  Partnership  shall indemnify an Indemnitee from
         and against any and all losses, claims, damages, liabilities,  joint or
         several,  expenses  (including  legal  fees and  expenses),  judgments,
         fines, settlements,  and other amounts arising from any and all claims,
         demands, actions, suits or proceedings, civil, criminal, administrative
         or  investigative,  that relate to the operations of the Partnership as
         set forth in this Agreement in which any Indemnitee may be involved, or
         is  threatened to be involved,  as a party or  otherwise,  unless it is
         established that:(i) the act or omission of the Indemnitee was material
         to the matter giving rise to the proceeding and either was committed in
         bad faith or was the result of active and deliberate  dishonesty;  (ii)
         the Indemnitee actually received an improper personal benefit in money,
         property or services;  or (iii) in the case of any criminal proceeding,
         the Indemnitee had reasonable cause to believe that the act or omission
         was unlawful.  The termination of any proceeding by judgment,  order or
         settlement  does not create a presumption  that the  Indemnitee did not

                                 Exhibit 10.24

<PAGE>

         meet the  requisite  standard  of  conduct  set  forth in this  SECTION
         7.7(A).  The termination of any proceeding by conviction or upon a plea
         of nolo  contendere  or its  equivalent,  or an  entry  of an  order of
         probation prior to judgment,  creates a rebuttable presumption that the
         Indemnitee acted in a manner contrary to that specified in this SECTION
         7.7(A). Any indemnification  pursuant to this SECTION 7.7 shall be made
         only out of the assets of the Partnership.

              (b) IN ADVANCE OF FINAL DISPOSITION.  Reasonable expenses incurred
         by an  Indemnitee  who  is a  party  to a  proceeding  may be  paid  or
         reimbursed by the  Partnership  in advance of the final  disposition of
         the  proceeding  upon  receipt  by the  Partnership  of  (a) a  written
         affirmation  by the  Indemnitee of the  Indemnitee's  good faith belief
         that the  standard  of conduct  necessary  for  indemnification  by the
         Partnership  as  authorized in this SECTION 7.7 has been met, and (b) a
         written  undertaking  by or on  behalf of the  Indemnitee  to repay the
         amount  if it shall  ultimately  be  determined  that the  standard  of
         conduct has not been met.

              (c) OTHER THAN BY THIS SECTION.  The  indemnification  provided by
         this  SECTION 7.7 shall be in addition to any other  rights to which an
         Indemnitee  or any other  Person may be entitled  under any  agreement,
         pursuant to any vote of the Partners,  as a matter of law or otherwise,
         and shall  continue as to an Indemnitee who has ceased to serve in such
         capacity.

              (d)  INSURANCE.   The   Partnership   may  purchase  and  maintain
         insurance,  on behalf of the  Indemnitees and such other Persons as the
         General  Partner shall  determine,  against any  liability  that may be
         asserted  against or  expenses  that may be  incurred by such Person in
         connection with the Partnership's activities, regardless of whether the
         Partnership  would have the power to indemnify such Person against such
         liability under the provisions of this Agreement.

              (e) EMPLOYEE  BENEFIT PLANS. For purposes of this SECTION 7.7, the
         Partnership shall be deemed to have requested an Indemnitee to serve as
         fiduciary of an employee benefit plan whenever the performance by it of
         its duties to the  Partnership  also  imposes  duties on, or  otherwise
         involves  services by, it to the plan or participants or  beneficiaries
         of the plan;  excise taxes assessed on an Indemnitee with respect to an
         employee benefit plan pursuant to applicable law shall constitute fines
         within the meaning of SECTION  7.7(A);  and actions taken or omitted by
         the  Indemnitee  with  respect  to an  employee  benefit  plan  in  the
         performance of its duties for a purpose reasonably believed by it to be
         in the interest of the participants and beneficiaries of the plan shall
         be  deemed  to be for a  purpose  which  is  not  opposed  to the  best
         interests of the Partnership.

              (f) NO PERSONAL LIABILITY FOR LIMITED PARTNERS. In no event may an
         Indemnitee subject the Limited Partners to personal liability by reason
         of the indemnification provisions set forth in this Agreement.

              (g)  INTERESTED  TRANSACTIONS.  An Indemnitee  shall not be denied
         indemnification  in whole or in part under this SECTION 7.7 because the
         Indemnitee had an interest in the transaction with respect to which the
         indemnification  applies if the transaction was otherwise  permitted by
         the terms of this Agreement.

              (h) BINDING EFFECT. The provisions of this SECTION 7.7 are for the
         benefit  of the  Indemnitees,  their  heirs,  successors,  assigns  and
         administrators  and shall not be deemed to create  any  rights  for the
         benefit of any other Persons.

         SECTION 7.8       LIABILITY OF THE GENERAL PARTNER.

              (a) GENERAL. Notwithstanding anything to the contrary set forth in
         this  Agreement,  the General  Partner shall not be liable for monetary
         damages to the  Partnership,  any Partners or any  Assignees for losses
         sustained or liabilities  incurred as a result of errors in judgment or
         of any  act or  omission,  unless  (i)  the  General  Partner  actually
         received an improper  benefit in money,  property or services (in which
         case,  such liability  shall be for the amount of the benefit in money,
         property or services actually received),  or (ii) the General Partner's

                                 Exhibit 10.24

<PAGE>

         action  or  failure  to act was the  result of  active  and  deliberate
         dishonesty and was material to the cause of action being adjudicated.

              (b) NO OBLIGATION TO CONSIDER  INTERESTS OF LIMITED PARTNERS.  The
         Limited  Partners  expressly  acknowledge  that the General  Partner is
         acting  on  behalf  of  the  Partnership  and  the  General   Partner's
         shareholders  collectively,  that  the  General  Partner  is  under  no
         obligation to consider the separate  interests of the Limited  Partners
         (including,   without  limitation,  the  tax  consequences  to  Limited
         Partners or Assignees) in deciding  whether to cause the Partnership to
         take (or  decline to take) any actions  which the  General  Partner has
         undertaken  in good  faith on behalf of the  Partnership,  and that the
         General  Partner  shall not be liable for  monetary  damages for losses
         sustained,  liabilities  incurred,  or benefits  not derived by Limited
         Partners  in  connection  with such  decisions,  unless (i) the General
         Partner  actually  received an improper  benefit in money,  property or
         services (in which case,  such liability shall be for the amount of the
         benefit in money, property or services actually received),  or (ii) the
         General Partner's action or failure to act was the result of active and
         deliberate  dishonesty  and was  material to the cause of action  being
         adjudicated.

              (c) ACTS OF  AGENTS.  Subject  to its  obligations  and  duties as
         General Partner set forth in SECTION 7.1(A) hereof, the General Partner
         may  exercise  any of the powers  granted to it by this  Agreement  and
         perform any of the duties imposed upon it hereunder  either directly or
         by or through its agents.  The General Partner shall not be responsible
         for  any  misconduct  or  negligence  on the  part  of any  such  agent
         appointed by it in good faith.

              (d) EFFECT OF AMENDMENT. Any amendment,  modification or repeal of
         this SECTION 7.8 or any provision  hereof shall be prospective only and
         shall not in any way affect the  limitations  on the General  Partner's
         liability  to the  Partnership  and the  Limited  Partners  under  this
         SECTION  7.8  as  in  effect   immediately  prior  to  such  amendment,
         modification  or repeal with respect to claims arising from or relating
         to matters  occurring,  in whole or in part,  prior to such  amendment,
         modification or repeal,  regardless of when such claims may arise or be
         asserted.

              (e)  LIMITATION OF LIABILITY OF  SHAREHOLDERS  AND OFFICERS OF THE
         GENERAL PARTNER.  ANY OBLIGATION OR LIABILITY WHATSOEVER OF THE GENERAL
         PARTNER  WHICH  MAY  ARISE  AT ANY TIME  UNDER  THIS  AGREEMENT  OR ANY
         OBLIGATION  OR  LIABILITY  WHICH MAY BE  INCURRED BY IT PURSUANT TO ANY
         OTHER INSTRUMENT,  TRANSACTION OR UNDERTAKING CONTEMPLATED HEREBY SHALL
         BE SATISFIED,  IF AT ALL, OUT OF THE GENERAL  PARTNER'S ASSETS ONLY. NO
         SUCH  OBLIGATION  OR LIABILITY  SHALL BE PERSONALLY  BINDING UPON,  NOR
         SHALL RESORT FOR THE ENFORCEMENT THEREOF BE HAD TO, THE PROPERTY OF ANY
         OF  ITS  SHAREHOLDERS,   TRUSTEES,   OFFICERS,   EMPLOYEES  OR  AGENTS,
         REGARDLESS OF WHETHER SUCH  OBLIGATION OR LIABILITY IS IN THE NATURE OF
         CONTRACT, TORT OR OTHERWISE.

         SECTION 7.9 OTHER MATTERS CONCERNING THE GENERAL PARTNER.

              (a) RELIANCE ON DOCUMENTS.  The General Partner may rely and shall
         be protected in acting or refraining  from acting upon any  resolution,
         certificate,  statement,  instrument, opinion, report, notice, request,
         consent, order, bond, debenture, or other paper or document believed by
         it to be genuine  and to have been  signed or  presented  by the proper
         party or parties.

              (b) RELIANCE ON CONSULTANTS AND ADVISERS. The General Partner may
         consult  with  legal  counsel,  accountants,   appraisers,   management
         consultants,  investment  bankers and other  consultants  and  advisers
         selected  by it, and any act taken or  omitted to be taken in  reliance
         upon the  opinion  of such  Persons as to  matters  which such  General
         Partner reasonably believes to be within such Person's  professional or
         expert  competence shall be conclusively  presumed to have been done or
         omitted in good faith and in accordance with such opinion.

                                 Exhibit 10.24

<PAGE>

              (c) ACTION  THROUGH  OFFICERS AND ATTORNEYS.  The General  Partner
         shall  have the right,  in respect of any of its powers or  obligations
         hereunder,  to act through any of its duly  authorized  officers  and a
         duly appointed attorney or attorneys-in-fact. Each such attorney shall,
         to the extent provided by the General Partner in the power of attorney,
         have full power and  authority  to do and perform all and every act and
         duty which is permitted  or required to be done by the General  Partner
         hereunder.

              (d) ACTIONS TO MAINTAIN  REIT STATUS OR AVOID  TAXATION OF GENERAL
         PARTNER.  Notwithstanding any other provisions of this Agreement or the
         Act, any action of the General  Partner on behalf of the Partnership or
         any decision of the General Partner to refrain from acting on behalf of
         the  Partnership,  undertaken in the good faith belief that such action
         or  omission  is  necessary  or  advisable  in order (i) to protect the
         ability of Public  Storage,  Inc.  to  continue to qualify as a REIT or
         (ii) to avoid Public Storage, Inc. or the General Partner incurring any
         taxes  under  Section  857 or Section  4981 of the Code,  is  expressly
         authorized  under this  Agreement and is deemed  approved by all of the
         Limited Partners.

         SECTION 7.10 TITLE TO PARTNERSHIP ASSETS.  Title to Partnership assets,
whether real,  personal or mixed and whether  tangible or  intangible,  shall be
deemed to be owned by the Partnership as an entity, and no Partner, individually
or collectively, shall have any ownership interest in such Partnership assets or
any portion thereof.  Title to any or all of the Partnership  assets may be held
in the name of the Partnership,  the General Partner or one or more nominees, as
the General Partner may determine,  including Affiliates of the General Partner.
The General Partner hereby declares and warrants that any Partnership assets for
which legal  title is held in the name of the General  Partner or any nominee or
Affiliate of the General  Partner  shall be held by the General  Partner for the
use and benefit of the  Partnership  in accordance  with the  provisions of this
Agreement;  PROVIDED,  HOWEVER,  that the  General  Partner  shall  use its best
efforts to cause  beneficial and record title to such assets to be vested in the
Partnership as soon as reasonably  practicable.  All Partnership assets shall be
recorded  as  the  property  of  the  Partnership  in  its  books  and  records,
irrespective  of the name in which  legal  title to such  Partnership  assets is
held.

         SECTION 7.11 RELIANCE BY THIRD PARTIES.Notwithstanding  anything to the
contrary in this  Agreement,  any Person dealing with the  Partnership  shall be
entitled  to assume that the General  Partner  has full power and  authority  to
encumber,  sell  or  otherwise  use in any  manner  any and  all  assets  of the
Partnership  and to enter into any contracts on behalf of the  Partnership,  and
such Person shall be entitled to deal with the General Partner as if it were the
Partnership's  sole party in  interest,  both  legally  and  beneficially.  Each
Limited  Partner  hereby waives any and all defenses or other remedies which may
be available  against such Person to contest,  negate or disaffirm any action of
the General Partner in connection  with any such dealing.  In no event shall any
Person dealing with the General Partner or its  representatives  be obligated to
ascertain that the terms of this Agreement have been complied with or to inquire
into the necessity or expedience of any act or action of the General  Partner or
its  representatives.  Each and every certificate,  document or other instrument
executed  on  behalf  of  the   Partnership  by  the  General   Partner  or  its
representatives  shall be  conclusive  evidence in favor of any and every Person
relying thereon or claiming thereunder that (a) at the time of the execution and
delivery of such certificate, document or instrument, this Agreement was in full
force and effect,  (b) the Person  executing and  delivering  such  certificate,
document or  instrument  was duly  authorized  and empowered to do so for and on
behalf of the Partnership and (c) such  certificate,  document or instrument was
duly executed and delivered in accordance  with the terms and provisions of this
Agreement and is binding upon the Partnership.

                                  ARTICLE VIII
                   RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

         SECTION 8.1 LIMITATION OF LIABILITY. The Limited Partners shall have no
liability under this Agreement  except as expressly  provided in this Agreement,
including SECTION 10.5 hereof, or under the Act.

         SECTION  8.2  MANAGEMENT  OF  BUSINESS.No  Limited  Partner or Assignee
(other than the General Partner, any of its Affiliates or any officer, director,
employee,  partner,  agent or trustee of the General Partner, the Partnership or
any of their  Affiliates,  in their  capacity  as such)  shall  take part in the
operation,  management  or  control  (within  the  meaning  of the  Act)  of the
Partnership's business,  transact any business in the PARTNERSHIP's name or have
the  power  to  sign  documents  for or  otherwise  bind  the  Partnership.  The
transaction of any such business by the General  Partner,  any of its Affiliates
or any officer,  director,  employee,  partner,  agent or trustee of the General

                                 Exhibit 10.24

<PAGE>

Partner, the Partnership or any of their Affiliates,  in their capacity as such,
shall not affect,  impair or eliminate the  limitations  on the liability of the
Limited Partners or Assignees under this Agreement.

         SECTION  8.3  OUTSIDE  ACTIVITIES  OF LIMITED  PARTNERS.Subject  to any
agreements  entered into  pursuant to SECTION  7.6(E)  hereof and subject to any
other  agreements  entered into by a Limited  Partner or its Affiliates with the
General Partner (including, without limitation, the Non-Competition Agreements),
the  Partnership  or a  Subsidiary,  the following  rights shall govern  outside
activities of Limited  Partners:(a)  any Limited Partner (other than the General
Partner) and any  officer,  director,  employee,  agent,  trustee,  Affiliate or
shareholder  of any Limited  Partner  shall be entitled to and may have business
interests and engage in business activities in addition to those relating to the
Partnership,  including  business interests and activities in direct competition
with the  Partnership;  (b) neither the  Partnership nor any Partners shall have
any rights by virtue of this  Agreement in any business  ventures of any Limited
Partner or Assignee; (c) none of the Limited Partners nor any other Person shall
have any  rights by virtue of this  Agreement  or the  partnership  relationship
established hereby in any business ventures of any other Person,  other than the
General  Partner,  and such  Person  shall have no  obligation  pursuant to this
Agreement  to  offer  any  interest  in  any  such  business   ventures  to  the
Partnership,  any  Limited  Partner  or any  such  other  Person,  even  if such
opportunity  is of a character  which,  if  presented  to the  Partnership,  any
Limited  Partner or such other  Person,  could be taken by such Person;  (d) the
fact that a Limited Partner may encounter  opportunities to purchase,  otherwise
acquire,  lease,  sell or otherwise dispose of real or personal property and may
take advantage of such opportunities  himself or introduce such opportunities to
entities in which it has or has not any interest, shall not subject such Partner
to liability to the  Partnership  or any of the other Partners on account of the
lost  opportunity;  and (e) except as otherwise  specifically  provided  herein,
nothing  contained  in this  Agreement  shall be  deemed to  prohibit  a Limited
Partner  or any  Affiliate  of a Limited  Partner  from  dealing,  or  otherwise
engaging in business,  with Persons transacting business with the Partnership or
from providing services relating to the purchase,  sale,  rental,  management or
operation  of  real  or  personal  property  (including  real  estate  brokerage
services)  and  receiving  compensation  therefor,  from  any  Persons  who have
transacted business with the Partnership or other third parties.

         SECTION 8.4 PRIORITY  AMONG  LIMITED  PARTNERS.No  Partner  (Limited or
General) or Assignee  shall have  priority  over any other  Partner  (Limited or
General) or Assignee either as to the return of Capital Contributions or, except
to the extent  provided by SECTIONS 6.2 or 6.3 hereof or as permitted by SECTION
4.2(B), or otherwise expressly provided in this Agreement, as to profits, losses
or distributions.

         SECTION 8.5 RIGHTS OF LIMITED PARTNERS RELATING TO THE PARTNERSHIP.

              (a)  COPIES OF  BUSINESS  RECORDS.  In  addition  to other  rights
         provided  by this  Agreement  or by the Act,  and  except as limited by
         SECTION 8.5(C) hereof, each Limited Partner shall have the right, for a
         purpose  reasonably  related to such  Limited  Partner's  interest as a
         limited  partner  in  the  Partnership,  upon  written  demand  with  a
         statement of the purpose of such demand and at such  Limited  Partner's
         own expense:

                           (1) to obtain a copy of the most  recent  annual  and
                  quarterly  reports  filed  with the  Securities  and  Exchange
                  Commission by the General  Partner  pursuant to the Securities
                  Exchange Act of 1934, as amended;

                           (2) to  obtain a copy of the  Partnership's  Federal,
                  state and local income tax returns for each Partnership Year;

                           (3) to  obtain  a  current  list of the name and last
                  known business, residence or mailing address of each Partner;

                           (4) to  obtain  a copy  of  this  Agreement  and  the
                  Certificate and all amendments thereto, together with executed
                  copies  of all  powers  of  attorney  pursuant  to which  this
                  Agreement,  the  Certificate  and all amendments  thereto have
                  been executed; and

                                 Exhibit 10.24

<PAGE>

                           (5) to obtain true and full information regarding the
                  amount of cash and a  description  and  statement of any other
                  property or  services  contributed  by each  Partner and which
                  each Partner has agreed to contribute  in the future,  and the
                  date on which each became a partner.

              (b)  NOTIFICATION  OF  CHANGES  IN  UNIT  ADJUSTMENT  FACTOR.  The
         Partnership  shall notify each Limited Partner in writing of any change
         made to the Unit Adjustment  Factor within 10 Business Days of the date
         such change becomes effective.

              (c) CONFIDENTIAL INFORMATION.  Notwithstanding any other provision
         of this SECTION 8.5, the General Partner may keep confidential from the
         Limited  Partners,  for  such  period  of time as the  General  Partner
         determines in its sole and absolute  discretion to be  reasonable,  any
         Partnership  information that (i) the General Partner believes to be in
         the nature of trade  secrets or other  information  the  disclosure  of
         which the  General  Partner in good faith  believes  is not in the best
         interests of the Partnership or (ii) the Partnership is required by law
         or by agreements with unaffiliated third parties to keep confidential.

         SECTION 8.6 REDEMPTION RIGHT.

              (a) GENERAL. Notwithstanding the provisions of SECTION 4.2(E), the
         General  Partner  may  satisfy  the  Conversion  Right  exercised  by a
         Converting  Partner  set forth in a Notice of  Conversion  by paying to
         such  Converting   Partner  the  Redemption  Amount  on  the  Specified
         Conversion  Date,  whereupon  the  General  Partner  shall  acquire the
         Partnership Units to be exchanged by such Converting  Partner and shall
         be treated  for all  purposes  of this  Agreement  as the owner of such
         Partnership  Units. The General Partner may elect to pay the Redemption
         Amount  for  Partnership  Units  only  upon a  receipt  of a Notice  of
         Conversion.  In the event the General  Partner shall exercise its right
         to satisfy the Conversion Right in the manner described in this SECTION
         8.6(A),  the Partnership  shall have no obligation to pay any amount to
         the  Converting  Partner  with  respect  to such  Converting  Partner's
         exercise of the Conversion  Right, and each of the Converting  Partner,
         the  Partnership,  and the General  Partner shall treat the transaction
         between the General Partner and the Converting Partner as a sale of the
         Converting  Partner's  Partnership  Units to the  General  Partner  for
         Federal income tax purposes;  each Converting Partner which the General
         Partner has elected to pay the Redemption Amount agrees to execute such
         documents as the General  Partner may reasonably  require in connection
         with the payment of the Redemption Amount.

              (b) WHERE  DELIVERY OF COMMON SHARES  PROHIBITED.  Notwithstanding
         the  provisions of SECTION 4.2(E) and SECTION  8.6(A),  a Partner shall
         not be entitled to exercise the  Conversion  Right  pursuant to SECTION
         4.2(E)  if the  delivery  of  Common  Shares  to  such  Partner  on the
         Specified Conversion Date would be prohibited under the Articles.

                                   ARTICLE IX
                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

         SECTION 9.1 RECORDS AND  ACCOUNTING.The  General  Partner shall keep or
cause to be kept at the principal  office of the Partnership  appropriate  books
and records  with  respect to the  Partnership's  business,  including,  without
limitation,  all books and records  necessary to provide to the Limited Partners
any information,  lists and copies of documents required to be provided pursuant
to SECTION 9.3 hereof. Any records maintained by or on behalf of the Partnership
in the  regular  course  of its  business  may be kept on, or be in the form of,
punch cards, magnetic tape, photographs,  micrographics or any other information
storage  device;  PROVIDED that the records so maintained are  convertible  into
clearly  legible  written form within a reasonable  period of time. The books of
the Partnership  shall be maintained for financial  purposes on an accrual basis
in  accordance  with  generally  accepted  accounting  principles  and  for  tax
reporting purposes on the accrual basis.

         SECTION 9.2 FISCAL YEAR.The fiscal year of the Partnership shall be the
calendar year.

         SECTION 9.3 REPORTS.

                                 Exhibit 10.24

<PAGE>

              (a) ANNUAL REPORTS. As soon as practicable,  but in no event later
         than 120 days after the close of each  Partnership  Year,  the  General
         Partner  shall  cause to be mailed to each  Limited  Partner  as of the
         close of the Partnership  Year, an annual report  containing  financial
         statements  of the  Partnership,  or of the  General  Partner  if  such
         statements are prepared solely on a consolidated basis with the General
         Partner,  for such  Partnership  Year,  presented  in  accordance  with
         generally accepted accounting principles, such statements to be audited
         by a  nationally  recognized  firm of  independent  public  accountants
         selected by the General Partner.

              (b) QUARTERLY  REPORTS.  As soon as  practicable,  but in no event
         later than 60 days after the close of each calendar quarter (except the
         last calendar quarter of each year), the General Partner shall cause to
         be mailed to each  Limited  Partner as of the last day of the  calendar
         quarter,  a report  containing  unaudited  financial  statements of the
         Partnership, or of the General Partner, if such statements are prepared
         solely on a consolidated basis with the General Partner, and such other
         information as may be required by applicable  law or regulation,  or as
         the General Partner determines to be appropriate.

                                   ARTICLE X
                                   TAX MATTERS

         SECTION 10.1  PREPARATION  OF TAX  RETURNS.The  General  Partner  shall
arrange for the  preparation  and timely  filing of all  returns of  Partnership
income,  gains,  deductions,  losses and other items required of the Partnership
for Federal and state income tax purposes and shall use all  reasonable  efforts
to  furnish,  within  90  days  of the  close  of  each  taxable  year,  the tax
information  reasonably required by the General Partner and the Limited Partners
for Federal and state income tax reporting purposes.

         SECTION 10.2 TAX  ELECTIONS.Except  as otherwise  provided herein,  the
General Partner shall, in its sole and absolute discretion, determine whether to
make any available election pursuant to the Code;  PROVIDED,  HOWEVER,  that the
General  Partner  shall  make  the  election  under  Section  754 of the Code in
accordance with  applicable  regulations  thereunder.  The General Partner shall
have  the  right  to  seek to  revoke  any  such  election  (including,  without
limitation,  the  election  under  Section  754 of the  Code)  upon the  General
Partner's determination in its sole and absolute discretion that such revocation
is in the best interests of the Partners.

         SECTION 10.3 TAX MATTERS PARTNER.

              (a)  GENERAL.  The  General  Partner  shall  be the  "tax  matters
         partner" of the Partnership  for Federal income tax purposes.  Pursuant
         to Section  6223(c) of the Code, upon receipt of notice from the IRS of
         the  beginning  of an  administrative  proceeding  with  respect to the
         Partnership,  the tax matters  partner  shall  furnish the IRS with the
         name,  address and profit  interest  of each of the  Limited  Partners;
         PROVIDED, HOWEVER, that such information is provided to the Partnership
         by the  Limited  Partners.  The Limited  Partners  shall  provide  such
         information to the Partnership as the General Partner shall  reasonably
         request.

              (b)  POWERS.  The  tax  matters  partner  is  authorized,  but not
         required:

                           (1) to enter  into  any settlement with  the IRS with
                   respect to any administrative or judicial proceedings for the
                   adjustment  of  Partnership  items  required to be taken into
                   account  by  a  Partner   for  income  tax   purposes   (such
                   administrative proceedings being referred to as a "tax audit"
                   and such judicial  proceedings being referred to as "judicial
                   review"),  and in the  settlement  agreement  the tax matters
                   partner may expressly  state that such  agreement  shall bind
                   all Partners, except that such settlement agreement shall not
                   bind any Partner (a) who (within the time prescribed pursuant
                   to the Code and  Regulations)  files a statement with the IRS
                   providing  that the tax  matters  partner  shall not have the
                   authority to enter into a  settlement  agreement on behalf of
                   such Partner or (b) who is a "notice  partner" (as defined in
                   Section 6231 of the Code) or a member of a "notice group" (as
                   defined in Section 6223(b)(2) of the Code);

                                 Exhibit 10.24

<PAGE>

                           (2) in   the  event   that  a   notice  of  a   final
                   administrative  adjustment  at the  Partnership  level of any
                   item  required to be taken into  account by a partner for tax
                   purposes (a "final  adjustment") is mailed or otherwise given
                   to the tax matters  partner,  to seek judicial review of such
                   final  adjustment,  including  the filing of a  petition  for
                   readjustment  with the Tax Court or the United  States Claims
                   Court,  or the  filing of a  complaint  for  refund  with the
                   District Court of the United States for the district in which
                   the Partnership's principal place of business is located;

                           (3) to intervene in any  action  brought by any other
                   Partner for judicial review of a final adjustment;

                           (4) to  file   a  request   for   an   administrative
                   adjustment  with the IRS at any time and, if any part of such
                   request  is not  allowed by the IRS,  to file an  appropriate
                   pleading (petition, complaint or other document) for judicial
                   review with respect to such request;

                           (5) to enter   into  an   agreement   with the IRS to
                   extend the period for assessing any tax which is attributable
                   to any item  required  to be taken into  account by a Partner
                   for tax purposes, or an item affected by such item; and

                           (6) to  take  any  other  action  on  behalf  of  the
                   Partners of the  Partnership in connection with any tax audit
                   or judicial  review  proceeding  to the extent  permitted  by
                   applicable law or regulations.

         The taking of any action and the  incurring  of any  expense by the tax
         matters partner in connection with any such  proceeding,  except to the
         extent required by law, is a matter in the sole and absolute discretion
         of  the  tax  matters   partner,   and  the   provisions   relating  to
         indemnification of the General Partner set forth in SECTION 7.7 of this
         Agreement  shall be fully  applicable to the tax matters partner in its
         capacity as such.

              (C)  REIMBURSEMENT.  The tax  matters  partner  shall  receive  no
         compensation  for its  services.  All  third-party  costs and  expenses
         incurred by the tax matters  partner in  performing  its duties as such
         (including   legal  and   accounting   fees)  shall  be  borne  by  the
         Partnership.   Nothing  herein  shall  be  construed  to  restrict  the
         Partnership  from engaging an accounting  firm and a law firm to assist
         the tax matters partner in discharging his duties hereunder, so long as
         the  compensation   paid  by  the  Partnership  for  such  services  is
         reasonable.

         SECTION 10.4  ORGANIZATIONAL  EXPENSES.  The Partnership shall elect to
deduct expenses,  if any,  incurred by it in organizing the Partnership  ratably
over a 60-month period as provided in Section 709 of the Code.

         SECTION 10.5  WITHHOLDING.Each  Limited  Partner hereby  authorizes the
Partnership to withhold from or pay on behalf of or with respect to such Limited
Partner any amount of Federal,  state,  local, or foreign taxes that the General
Partner  determines  that the  Partnership  is  required to withhold or pay with
respect  to any  amount  distributable  or  allocable  to such  Limited  Partner
pursuant to this Agreement, including, without limitation, any taxes required to
be withheld or paid by the Partnership  pursuant to Section 1441,  1442, 1445 or
1446 of the Code.  Any  amount  paid on behalf of or with  respect  to a Limited
Partner  shall  constitute a loan by the  Partnership  to such Limited  Partner,
which loan shall be repaid by such Limited  Partner  within 15 days after notice
from  the  General  Partner  that  such  payment  must  be made  unless  (a) the
Partnership  withholds such payment from a distribution which would otherwise be
made to the Limited Partner or (b) the General Partner  determines,  in its sole
and absolute discretion, that such payment may be satisfied out of the available
funds of the Partnership  which would,  but for such payment,  be distributed to
the Limited Partner.  Any amounts withheld pursuant to the foregoing clauses (a)
or (b) shall be treated as having been distributed to such Limited Partner. Each
Limited Partner hereby unconditionally and irrevocably grants to the Partnership
a security  interest in such Limited  Partner's  Partnership  Interest to secure
such Limited Partner's obligation to pay to the Partnership any amounts required
to be paid pursuant to this SECTION  10.5.  In the event that a Limited  Partner
fails to pay any amounts owed to the  Partnership  pursuant to this SECTION 10.5
when due, the General Partner may, in its sole and absolute discretion, elect to
make the  payment  to the  Partnership  on  behalf  of such  defaulting  Limited
Partner,  and in such event  shall be deemed to have  loaned such amount to such

                                 Exhibit 10.24

<PAGE>

defaulting  Limited  Partner and shall succeed to all rights and remedies of the
Partnership  as against such  defaulting  Limited  Partner  (including,  without
limitation,  the right to  receive  distributions).  Any  amounts  payable  by a
Limited  Partner  hereunder  shall bear  interest at the base rate on  corporate
loans at large United States money center  commercial  banks,  as published from
time to time in the WALL STREET JOURNAL,  plus four  percentage  points (but not
higher than the maximum lawful rate) from the date such amount is due (I.E.,  15
days after demand) until such amount is paid in full. Each Limited Partner shall
take such actions as the  Partnership  or the General  Partner  shall request in
order to perfect or enforce the security interest created hereunder.

                                   ARTICLE XI
                            TRANSFERS AND WITHDRAWALS

         SECTION 11.1 TRANSFER.

              (a) DEFINITION.  The term "transfer," when used in this Article XI
         with  respect  to a  Partnership  Unit,  shall be  deemed to refer to a
         transaction by which the General Partner purports to assign its General
         Partnership  Interest to another  Person or by which a Limited  Partner
         purports to assign its Limited Partnership  Interest to another Person,
         and   includes  a  sale,   assignment,   gift,   pledge,   encumbrance,
         hypothecation,  mortgage,  exchange or any other  disposition by law or
         otherwise.  The term  "transfer"  when used in this Article XI does not
         include  any  Conversion  of  Partnership  Units by a  Limited  Partner
         pursuant to SECTION 4.2(E) or  acquisition of Partnership  Units from a
         Limited Partner by the General Partner pursuant to SECTION 8.6(A).

              (b) REQUIREMENTS. No Partnership Interest shall be transferred, in
         whole or in part,  except in accordance  with the terms and  conditions
         set forth in this Article XI. Any  transfer or purported  transfer of a
         Partnership  Interest not made in accordance with this Article XI shall
         be null and void.

         SECTION 11.2 TRANSFER OF GENERAL PARTNER'S PARTNERSHIP INTEREST.

              (a)  GENERAL.  The  General  Partner may not  transfer  any of its
         General  Partnership  Interest or withdraw as General Partner except as
         provided  in  SECTION  11.2(B)  or in  connection  with  a  transaction
         described in SECTION 11.2(C).

              (b) TRANSFER TO  WHOLLY-OWNED  ENTITIES.  The General  Partner may
         transfer all or any portion of its General Partnership  Interests to an
         entity that is,  directly or  indirectly,  wholly-owned  by the General
         Partner, and such entity may be substituted as General Partner, so long
         as such transfer  does not  adversely  alter the rights of a Partner to
         receive  distributions   pursuant  to  Article  V  or  the  allocations
         specified  in ARTICLE VI (except as  permitted  pursuant to SECTION 4.2
         and SECTION  14.1(B)(3) hereof) or alter or modify the Conversion Right
         or the Redemption  Amount as set forth in SECTIONS  4.2(E) and 8.6, and
         related definitions hereof.

              (c)    Transfer    in    Connection     With     Reclassification,
         Recapitalization,  or Business  Combination  Involving General Partner.
         Except as otherwise  provided in Section  11.2(d),  the General Partner
         shall not engage in any merger, consolidation or other combination with
         or into  another  Person  or sale  of all or  substantially  all of its
         assets,  or any  reclassification,  or  recapitalization  or  change of
         outstanding  Common Shares  (other than a change in par value,  or from
         par  value  to  no  par  value,  or as a  result  of a  subdivision  or
         combination as described in the definition of "Unit Adjustment Factor")
         ("TRANSACTION"), unless (i) under the terms of the Transaction, Limited
         Partners  will not engage in a sale or exchange for Federal  income tax
         purposes  of their  Partnership  Units,  or (ii) the  Transaction  also
         includes a merger of the  Partnership or sale of  substantially  all of
         the  assets of the  Partnership  and as a result  of which all  Limited
         Partners will receive for each Partnership  Unit (after  application of
         the Unit  Adjustment  Factor and without  taking  into  account any tax
         considerations) an amount of cash, securities,  or other property equal
         to,  without taking into account any tax  considerations,  the greatest
         amount of cash,  securities  or other  property paid to a holder of one
         Common  Share in  consideration  of one Common Share at any time during
         the  period  from  and  after  the  date on which  the  Transaction  is
         consummated;  PROVIDED that if, in connection with the  Transaction,  a
         purchase, tender or exchange offer shall have been made to and accepted
         by the  holders  of more  than 50  percent  of the  outstanding  Common
         Shares,  the holders of  Partnership  Units shall  receive the greatest

                                 Exhibit 10.24

<PAGE>

         amount of cash,  securities,  or other property which a Limited Partner
         would have received had it exercised the Conversion  Right and received
         Common Shares in exchange for its Partnership  Units  immediately prior
         to the expiration of such purchase, tender or exchange offer.

              (d) MERGER  INVOLVING  GENERAL  PARTNER WHERE  SURVIVING  ENTITY'S
         ASSETS CONTRIBUTED TO PARTNERSHIP. Notwithstanding SECTION 11.2(C), the
         General Partner may merge with another entity if immediately after such
         merger  substantially all of the assets of the surviving entity,  other
         than Partnership Units held by the General Partner,  are contributed to
         the  Partnership as a Capital  Contribution in exchange for Partnership
         Units with a fair market  value equal to the 704(c) Value of the assets
         so contributed.

         SECTION 11.3 LIMITED PARTNERS' RIGHTS TO TRANSFER.

              (a) GENERAL.  Subject to the provisions of SECTIONS 11.4 and 11.7,
         a Limited  Partner may transfer  all or any portion of his  Partnership
         Interest, or any of such Limited Partner's rights as a Limited Partner,
         without the prior written consent of the General  Partner.  In order to
         effect such transfer,  the Limited  Partner must deliver to the General
         Partner a duly executed copy of the instrument making such transfer and
         such instrument must evidence the written acceptance by the assignee of
         all of the terms and  conditions of this  Agreement and represent  that
         such  assignment was made in accordance  with all  applicable  laws and
         regulations.

              (b)  INCAPACITATED  LIMITED  PARTNERS.  If a  Limited  Partner  is
         subject to Incapacity, the executor, administrator, trustee, committee,
         guardian,  conservator  or receiver of such  Limited  Partner's  estate
         shall have all the  rights of a Limited  Partner,  but not more  rights
         than  those  enjoyed  by other  Limited  Partners  for the  purpose  of
         settling  or  managing  the estate and such power as the  Incapacitated
         Limited  Partner  possessed  to transfer  all or any part of his or its
         interest in the Partnership.  The Incapacity of a Limited  Partner,  in
         and of itself, shall not dissolve or terminate the Partnership.

              (c) TRANSFERS CONTRARY TO SECURITIES LAWS. The General Partner may
         prohibit  any  transfer  otherwise  permitted  under  SECTION 11.3 by a
         Limited  Partner of its  Partnership  Units if, in the opinion of legal
         counsel to the  Partnership,  such transfer  would require  filing of a
         registration statement under the Securities Act of 1933, as amended, or
         would  otherwise  violate  any  Federal  or  state  securities  laws or
         regulations applicable to the Partnership or the Partnership Units.

              (d) TRANSFERS RESULTING IN CORPORATION  STATUS;  TRANSFERS THROUGH
         ESTABLISHED  SECURITIES OR SECONDARY Markets.  No transfer by a Limited
         Partner of his  Partnership  Units (or any economic or other  interest,
         right or  attribute  therein)  may be made to any  Person if (i) in the
         opinion of legal  counsel for the  Partnership,  it would result in the
         Partnership  being treated as an association  taxable as a corporation,
         or (ii) such transfer is effectuated through an "established securities
         market" or a "secondary market (or the substantial equivalent thereof)"
         within  the  meaning  of  Section  7704  of the  Code.  Notwithstanding
         anything to the  contrary in this  Agreement,  (x) no  interests in the
         Partnership  shall be issued in a transaction  that is (or transactions
         that are) registered or required to be registered  under the Securities
         Act of 1933,  (y) any admission  (or purported  admission) of a Partner
         and any transfer or assignment (or purported transfer or assignment) of
         all or part of a  Partner's  interest  (or any  interest  or  right  or
         attribute therein) in the Partnership, whether to another Partner or to
         a third party,  shall not be effective,  and no person shall  otherwise
         become a Partner,  if the  Partnership  would or may have more than 500
         partners (as determined in accordance with the  immediately  succeeding
         sentence). For purposes of determining the number of partners under the
         foregoing clause (y), each Person indirectly owning an interest through
         a partnership,  a grantor trust or an S corporation shall be treated as
         a partner.

              (e) TRANSFERS TO HOLDERS OF NONRECOURSE  LIABILITIES.  No transfer
         or  pledge  of any  Partnership  Units  may be made to a lender  to the
         Partnership or any Person who is related (within the meaning of Section
         1.752-4(b) of the  Regulations) to any lender to the Partnership  whose
         loan  constitutes  a Nonrecourse  Liability  without the consent of the
         General Partner, in its sole and absolute discretion,  provided that as
         a condition  to such  consent the lender will be required to enter into
         an arrangement with the Partnership and the General Partner to exchange
         or redeem for the Redemption  Amount any  Partnership  Units in which a

                                 Exhibit 10.24

<PAGE>

         security  interest is held  simultaneously  with the time at which such
         lender would be deemed to be a partner in the  Partnership for purposes
         of allocating liabilities to such lender under Section 752 of the Code.

         SECTION 11.4 SUBSTITUTED LIMITED PARTNERS.

              (a) CONSENT OF GENERAL PARTNER REQUIRED. The Limited Partner shall
         have the right to substitute a transferee  as a Limited  Partner in his
         place  but  only if such  transferee  is an  Affiliate  of the  Limited
         Partner or a member of the Immediate Family of the Limited Partner,  in
         which event such  substitution  shall  occur if the Limited  Partner so
         provides.  With  respect to any other  transfers,  the General  Partner
         shall,  however,  have  the  right to  consent  to the  admission  of a
         transferee  of the  interest  of a  Limited  Partner  pursuant  to this
         SECTION 11.4 as a  Substituted  Limited  Partner,  which consent may be
         given or  withheld  by the  General  Partner  in its sole and  absolute
         discretion.  The  General  Partner's  failure  or  refusal  to permit a
         transferee  of any  such  interests  to  become a  Substituted  Limited
         Partner  shall  not  give  rise to any  cause  of  action  against  the
         Partnership or any Partner.

              (b)  RIGHTS  AND  DUTIES  OF  SUBSTITUTED   LIMITED  PARTNERS.   A
         transferee  who has been admitted as a Substituted  Limited  Partner in
         accordance  with this  Article  XI shall have all the rights and powers
         and be subject to all the  restrictions  and  liabilities  of a Limited
         Partner under this Agreement.

              (c)  AMENDMENT OF EXHIBIT A. Upon the  admission of a  Substituted
         Limited  Partner,  the General Partner shall amend Exhibit A to reflect
         the name, address, number of Partnership Units, and Percentage Interest
         of such  Substituted  Limited  Partner and to eliminate  or adjust,  if
         necessary,  the name,  address and interest of the  predecessor of such
         Substituted Limited Partner.

         SECTION 11.5 ASSIGNEES.If the General Partner, in its sole and absolute
discretion,  does not consent to the admission of any permitted transferee under
SECTION 11.4(A) as a Substituted  Limited Partner, as described in SECTION 11.4,
such transferee  shall be considered an Assignee for purposes of this Agreement.
An  Assignee  shall be  entitled  to all the rights of an  assignee of a limited
partnership interest under the Act, including the right to receive distributions
from the  Partnership  and the share of Net Income,  Net Losses,  gain, loss and
Recapture  Income  attributable  to  the  Partnership  Units  assigned  to  such
transferee,  but shall not be deemed to be a holder of Partnership Units for any
other  purpose  under this  Agreement,  and shall not be  entitled  to vote such
Partnership  Units in any matter  presented  to the Limited  Partners for a vote
(such  Partnership  Units being  deemed to have been voted on such matter in the
same proportion as all Partnership Units held by Limited Partners are voted). In
the event any such transferee  desires to make a further  assignment of any such
Partnership  Units,  such  transferee  shall be subject to all the provisions of
this Article XI to the same extent and in the same manner as any Limited Partner
desiring to make an assignment of Partnership Units.

         SECTION 11.6 GENERAL PROVISIONS.

              (a) WITHDRAWAL OF LIMITED PARTNER. No Limited Partner may withdraw
         from the Partnership other than as a result of a permitted  transfer of
         all of such Limited Partner's Partnership Units in accordance with this
         Article XI or pursuant to  Conversion of all of its  Partnership  Units
         under SECTION 4.2(E) or the redemption of its  Partnership  Units under
         SECTION 8.6(A).

              (b)  TRANSFER OF ALL  PARTNERSHIP  UNITS BY LIMITED  PARTNER.  Any
         Limited  Partner who shall transfer all of his  Partnership  Units in a
         transfer  permitted  pursuant  to this  Article XI or  pursuant  to the
         Conversion  Rights of all of its Partnership Units under SECTION 4.2(E)
         or pursuant to redemption of all of its Partnership Units under SECTION
         8.6(A) shall cease to be a Limited Partner.

              (c) TIMING OF TRANSFERS. Transfers pursuant to this Article XI may
         only be made on the first day of a fiscal  quarter of the  Partnership,
         unless the General Partner otherwise agrees.

                                 Exhibit 10.24

<PAGE>

              (d) ALLOCATION WHEN TRANSFER OCCURS.  If any Partnership  Interest
         is transferred during any quarterly segment of the Partnership's fiscal
         year in compliance  with the provisions of this Article XI or converted
         pursuant to SECTION 4.2(E) or redeemed pursuant to SECTION 8.6(A),  Net
         Income, Net Losses,  each item thereof and all other items attributable
         to such  interest  for such fiscal year shall be divided and  allocated
         between the  transferor  Partner and the  transferee  Partner by taking
         into  account  their  varying  interests  during  the  fiscal  year  in
         accordance with Section 706(d) of the Code, based on the portion of the
         year for which the transferor  Partner and the transferee  Partner were
         Partners. Solely for purposes of making such allocations,  each of such
         items for the calendar month in which the transfer or redemption occurs
         shall be allocated to the Person who is a Partner as of midnight on the
         last day of said  month.  All  distributions  of  Available  Cash  with
         respect to which the Partnership Record Date is before the date of such
         transfer or redemption shall be made to the transferor Partner, and all
         distributions   of  Available  Cash  with   Partnership   Record  Dates
         thereafter shall be made to the transferee Partner.

         SECTION 11.7 [deleted]

                                  ARTICLE XII
                              ADMISSION OF PARTNERS

         SECTION 12.1 ADMISSION OF SUCCESSOR GENERAL PARTNER.A  successor to all
of the General Partner's General  Partnership  Interest pursuant to SECTION 11.2
hereof who is proposed to be admitted as a successor  General  Partner  shall be
admitted  to the  Partnership  as  the  General  Partner,  effective  upon  such
transfer.  Any such  transferee  shall carry on the business of the  Partnership
without  dissolution.  In each  case,  the  admission  shall be  subject  to the
successor  General  Partner  executing  and  delivering  to the  Partnership  an
acceptance of all of the terms and  conditions of this  Agreement and such other
documents or instruments as may be required to effect the admission.

         SECTION 12.2 ADMISSION OF ADDITIONAL LIMITED PARTNERS.

              (a)  GENERAL.  A Person  who makes a Capital  Contribution  to the
         Partnership  in  accordance  with this  Agreement  or who  exercises an
         option  to  receive   Partnership   Units  shall  be  admitted  to  the
         Partnership as an Additional  Limited  Partner only upon  furnishing to
         the General Partner (i) evidence of acceptance in form  satisfactory to
         the  General  Partner  of all of  the  terms  and  conditions  of  this
         Agreement, including, without limitation, the power of attorney granted
         in Article XVI hereof and (ii) such other  documents or  instruments as
         may be required in the  discretion  of the General  Partner in order to
         effect such Person's admission as an Additional Limited Partner.

              (b) CONSENT OF GENERAL PARTNER REQUIRED.  Notwithstanding anything
         to the contrary in this SECTION 12.2, no Person shall be admitted as an
         Additional  Limited Partner without the consent of the General Partner,
         which  consent may be given or withheld in the General  Partner's  sole
         and absolute  discretion.  The admission of any Person as an Additional
         Limited Partner shall become  effective on the date upon which the name
         of such Person is recorded on the books and records of the Partnership,
         following the consent of the General Partner to such admission.

         SECTION 12.3 AMENDMENT OF AGREEMENT AND  CERTIFICATE.For  the admission
to the  Partnership  of any Partner,  the General  Partner  shall take all steps
necessary and appropriate  under the Act to amend the records of the Partnership
and,  if  necessary,  to  prepare  as soon as  practical  an  amendment  of this
Agreement  (including an amendment of Exhibit A) and, if required by law,  shall
prepare  and file an  amendment  to the  Certificate  and may for  this  purpose
exercise the power of attorney granted pursuant to Article XVI hereof.

                                  ARTICLE XIII
                           DISSOLUTION AND LIQUIDATION

         SECTION 13.1 DISSOLUTION.The  Partnership shall not be dissolved by the
admission of Substituted  Limited Partners or Additional  Limited Partners or by
the admission of a successor  General  Partner in  accordance  with the terms of

                                 Exhibit 10.24

<PAGE>

this Agreement.  The Partnership shall dissolve,  and its affairs shall be wound
up, upon the first to occur of any of the following ("EVENTS OF DISSOLUTION"):

              (a) EXPIRATION OF TERM--the  expiration of its term as provided in
         SECTION 2.5 hereof;

              (b) WITHDRAWAL OF GENERAL  PARTNER--an  event of withdrawal of the
         General Partner,  as defined in the Act,  unless,  within 90 days after
         the withdrawal all the remaining  Partners agree in writing to continue
         the business of the Partnership and to the appointment, effective as of
         the date of withdrawal, of a substitute General Partner;

              (c)  DISSOLUTION  PRIOR TO  2094--from  and after the date of this
         Agreement  through  December  31,  2094,  an election  to dissolve  the
         Partnership  made by the  General  Partner,  in its sole  and  absolute
         discretion;

              (d)  JUDICIAL  DISSOLUTION  DECREE--entry  of a decree of judicial
         dissolution of the Partnership pursuant to the provisions of the Act;

              (e) SALE OF PARTNERSHIP'S ASSETS--the sale of all or substantially
         all of the assets and properties of the Partnership;

              (f)  MERGER--the  merger or other  combination of the  Partnership
         with or into another entity;

              (g)  VOTE--a  vote  of the  Partners  holding  a  majority  of the
         Percentage Interests of the Partners;

              (h)  BANKRUPTCY  OR  INSOLVENCY  OF GENERAL  PARTNER--the  General
         Partner

                           (1) makes an assignment for the benefit of creditors;

                           (2) files a voluntary petition in bankruptcy;

                           (3) is  adjudged  a  bankrupt  or  insolvent,  or has
                   entered  against it an order for relief in any  bankruptcy or
                   insolvency proceeding;

                           (4)  files a   petition   or   answer   seeking   for
                   itself   any   reorganization,    arrangement,   composition,
                   readjustment,  liquidation,  dissolution  or  similar  relief
                   under any statute, law or regulation;

                           (5) files  an  answer  or other pleading admitting or
                   failing to contest  the  material  allegations  of a petition
                   filed against it in any proceeding of this nature; or

                           (6) seeks,   consents   to   or  acquiesces  in   the
                   appointment  of a  trustee,  receiver  or  liquidator  of the
                   General  Partner  or of all or any  substantial  part  of its
                   properties; or

              (i) READJUSTMENT, ETC. One hundred and twenty (120) days after the
         commencement  of any  proceeding  against the General  Partner  seeking
         reorganization,  arrangement, composition,  readjustment,  liquidation,
         dissolution or similar relief under any statute, law or regulation, the
         proceeding  has not been  dismissed,  or if  within  90 days  after the
         appointment  without the General Partner's consent or acquiescence of a
         trustee, receiver or liquidator of the General Partner or of all or any
         substantial  part of its properties,  the appointment is not vacated or
         stayed,  or within 90 days after the  expiration of any such stay,  the
         appointment is not vacated.

                                 Exhibit 10.24

<PAGE>

         SECTION 13.2 WINDING UP.

              (a) GENERAL.  Upon the occurrence of an Event of Dissolution,  the
         Partnership  shall  continue  solely for the purposes of winding up its
         affairs in an orderly manner,  liquidating  its assets,  and satisfying
         the claims of its  creditors  and  Partners.  No Partner shall take any
         action that is  inconsistent  with, or not necessary to or  appropriate
         for, the winding up of the  Partnership's  business  and  affairs.  The
         General  Partner  (or,  in the  event  there  is no  remaining  General
         Partner,  any Person  elected by a majority  in interest of the Limited
         Partners (the  "LIQUIDATOR"))  shall be responsible  for overseeing the
         winding  up and  dissolution  of the  Partnership  and shall  take full
         account  of  the   Partnership's   liabilities  and  property  and  the
         Partnership  property  shall be liquidated as promptly as is consistent
         with obtaining the fair value thereof, and the proceeds therefrom shall
         be applied and distributed in the following order:

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

                           (2)  Second,  to  the   payment   and   discharge  of
                   all  of  the  Partnership's  debts  and  liabilities  to  the
                   Partners,  pro rata in  accordance  with amounts owed to each
                   such Partner; and

                           (3) The balance,  if any, to the General  Partner and
                   Limited  Partners in accordance with their Capital  Accounts,
                   after giving effect to all contributions,  distributions, and
                   allocations for all periods.

         The General Partner shall not receive any additional  compensation  for
         any services performed pursuant to this Article XIII.

              (b) WHERE  IMMEDIATE  SALE OF  PARTNERSHIP'S  ASSETS  IMPRACTICAL.
         Notwithstanding  the provisions of SECTION 13.2(A) hereof which require
         liquidation of the assets of the Partnership,  but subject to the order
         of priorities set forth therein, if prior to or upon dissolution of the
         Partnership the Liquidator determines that an immediate sale of part or
         all of the  Partnership's  assets would be  impractical  or would cause
         undue  loss to the  Partners,  the  Liquidator  may,  in its  sole  and
         absolute discretion, defer for a reasonable time the liquidation of any
         assets except those necessary to satisfy liabilities of the Partnership
         (including to those  Partners as creditors) or, with the Consent of the
         Partners holding a majority of the Partnership Units, distribute to the
         Partners,  in lieu of cash, as tenants in common and in accordance with
         the provisions of SECTION 13.2(A) hereof,  undivided  interests in such
         Partnership   assets  as  the   Liquidator   deems  not   suitable  for
         liquidation.  Any such  distributions in kind shall be made only if, in
         the good faith judgment of the Liquidator,  such  distributions in kind
         are in the best interest of the Partners,  and shall be subject to such
         conditions   relating  to  the   disposition  and  management  of  such
         properties as the Liquidator  deems reasonable and equitable and to any
         agreements governing the operation of such properties at such time. The
         Liquidator  shall  determine  the fair  market  value  of any  property
         distributed in kind using such reasonable method of valuation as it may
         adopt.

         SECTION  13.3  COMPLIANCE  WITH  TIMING  REQUIREMENTS  OF  REGULATIONS;
ALLOWANCE FOR CONTINGENT OR UNFORESEEN LIABILITIES OR OBLIGATIONS.

              (a) LIQUIDATION.  Notwithstanding anything to the contrary in this
         Agreement,  in the event the  Partnership  is  "liquidated"  within the
         meaning  of  Regulations  Section  1.704-1(b)(2)(ii)(g),  distributions
         shall be made pursuant to this Article XIII to the General  Partner and
         Limited  Partners who have positive Capital Accounts in compliance with
         Regulations  Section  1.704-1(b)(2)(ii)(b)(2)   (including  any  timing
         requirements  therein). In the discretion of the General Partner, a pro
         rata portion of the  distributions  that would otherwise be made to the
         General Partner and Limited Partners  pursuant to this Article XIII may
         be:(i)  distributed to a liquidating  trust established for the benefit
         of the  General  Partner  and  Limited  Partners  for the  purposes  of
         liquidating   Partnership  assets,   collecting  amounts  owed  to  the
         Partnership,  and paying any  contingent or unforeseen  liabilities  or
         obligations of the Partnership or of the General Partner arising out of
         or in  connection  with the  Partnership  (the assets of any such trust
         shall be distributed to the General  Partner and Limited  Partners from
         time to time, in the reasonable  discretion of the General Partner,  in

                                 Exhibit 10.24

<PAGE>

         the same  proportions  as the amount  distributed  to such trust by the
         Partnership  would  otherwise  have  been  distributed  to the  General
         Partner  and Limited  Partners  pursuant  to this  Agreement);  or (ii)
         withheld to provide a reasonable  reserve for  Partnership  liabilities
         (contingent or otherwise) and to reflect the unrealized  portion of any
         installment  obligations  owed to the  Partnership,  provided that such
         withheld  amounts  shall be  distributed  to the  General  Partner  and
         Limited Partners as soon as practicable.

              (b) DEFICIT BALANCE OF GENERAL PARTNER.  Notwithstanding  anything
         to the  contrary in this  Agreement,  (i) if the General  Partner has a
         deficit  balance  in its  Capital  Account  following  the  liquidation
         (within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g)) of its
         interest in the  Partnership,  as determined  after taking into account
         all Capital Account adjustments for the Partnership taxable year during
         which such liquidation  occurs (other than any adjustment for a capital
         contribution  of the General  Partner made pursuant to this  sentence),
         the  General   Partner  shall  make  a  capital   contribution  to  the
         Partnership  in an amount equal to such  deficit  balance by the end of
         the Partnership  taxable year during which such liquidation occurs (or,
         if later, within 90 days after date of such liquidation); and (ii) such
         capital  contribution  made  pursuant  to  clause  (i) of this  SECTION
         13.3(B) shall be distributed or utilized as provided in SECTION 13.3 or
         13.4.

         SECTION 13.4 DEEMED DISTRIBUTION AND RECONTRIBUTION.Notwithstanding any
other  provision of this Article XIII (but subject to SECTION  13.3(B)),  in the
event the  Partnership is liquidated  within the meaning of Regulations  Section
1.704-1(b)(2)(ii)(g) but no Event of Dissolution has occurred, the Partnership's
property shall not be liquidated,  the  Partnership's  liabilities  shall not be
paid or  discharged,  and the  Partnership's  affairs  shall  not be  wound  up.
Instead,  the  Partnership  shall be deemed to have  distributed the Property in
kind to the General  Partner and Limited  Partners,  who shall be deemed to have
assumed and taken such property subject to all Partnership  liabilities,  all in
accordance with their respective Capital Accounts.  Immediately thereafter,  the
General Partner and Limited Partners shall be deemed to have  recontributed  the
Partnership  property in kind to the Partnership,  which shall be deemed to have
assumed and taken such property subject to all such liabilities.

         SECTION 13.5 RIGHTS OF LIMITED PARTNERS.Except as specifically provided
in this  Agreement,  each Limited Partner shall look solely to the assets of the
Partnership for the return of his Capital  Contribution  and shall have no right
or power to demand or receive  property  other  than cash from the  Partnership.
Except as specifically provided in this Agreement, no Limited Partner shall have
priority  over  any  other  Limited  Partner  as to the  return  of his  Capital
Contributions, distributions, or allocations.

         SECTION  13.6  NOTICE  OF  DISSOLUTION.   In  the  event  an  Event  of
Dissolution  or an event occurs that would,  but for provisions of SECTION 13.1,
result in a dissolution of the Partnership, the General Partner shall, within 30
days  thereafter,  provide written notice thereof to each of the Partners and to
all other  parties with whom the  Partnership  regularly  conducts  business (as
determined in the  discretion of the General  Partner) and shall publish  notice
thereof  in a  newspaper  of  general  circulation  in each  place in which  the
Partnership  regularly conducts business (as determined in the discretion of the
General Partner).

         SECTION 13.7  CANCELLATION  OF CERTIFICATE OF LIMITED  PARTNERSHIP.Upon
the completion of the liquidation of the Partnership as provided in SECTION 13.2
hereof,  the  Partnership  shall  be  terminated  and  the  Certificate  and all
qualifications   of  the  Partnership  as  a  foreign  limited   partnership  in
jurisdictions  other than the State of Delaware shall be canceled and such other
actions as may be necessary to terminate the Partnership shall be taken.

         SECTION 13.8 REASONABLE TIME FOR WINDING-UP.A  reasonable time shall be
allowed  for  the  orderly  winding-up  of  the  business  and  affairs  of  the
Partnership  and the  liquidation of its assets pursuant to SECTION 13.2 hereof,
in order to minimize any losses otherwise  attendant upon such  winding-up,  and
the  provisions of this  Agreement  shall remain in effect  between the Partners
during the period of liquidation.

                                 Exhibit 10.24

<PAGE>

                                  ARTICLE XIV
                  AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS

         SECTION 14.1 AMENDMENTS.

              (a) GENERAL.  Amendments to this  Agreement may be proposed by the
         General Partner or by any Limited  Partners  holding 25 percent or more
         of the  Partnership  Interests.  Following such  proposal,  the General
         Partner  shall submit any proposed  amendment to the Limited  Partners.
         The General  Partner shall seek the written vote of the Partners on the
         proposed  amendment  or shall  call a meeting  to vote  thereon  and to
         transact any other business that it may deem appropriate.  For purposes
         of obtaining a written vote, the General Partner may require a response
         within a  reasonable  specified  time,  but not less than 15 days,  and
         failure to respond in such time period shall constitute a vote which is
         consistent with the General  Partner's  recommendation  with respect to
         the  proposal.  Except as  provided  in  SECTION  14.1(B),  14.1(C)  or
         14.1(D),  a proposed  amendment shall be adopted and be effective as an
         amendment  hereto  if it is  approved  by the  General  Partner  and it
         receives  the  Consent of Limited  Partners  holding a majority  of the
         Percentage Interests of the Limited Partners.

              (b)  GENERAL  PARTNER'S  POWER TO AMEND.  Notwithstanding  SECTION
         14.1(A),  the General Partner shall have the power, without the consent
         of the Limited Partners,  to amend this Agreement as may be required to
         facilitate or implement any of the following purposes:

                           (1) to  add  to  the    obligations  of  the  General
                   Partner  or  surrender  any  right  or power  granted  to the
                   General  Partner or any Affiliate of the General  Partner for
                   the benefit of the Limited Partners;

                           (2) to   reflect   the    admission,    substitution,
                   termination,  or withdrawal  of Partners in  accordance  with
                   this Agreement;

                           (3) to  set  forth  the  rights,  powers, duties, and
                   preferences  of the  holders  of any  additional  Partnership
                   Interests issued pursuant to SECTION 4.2(B) hereof;

                           (4) to reflect a change that is of an inconsequential
                   nature and does not adversely  affect the Limited Partners in
                   any material  respect,  or to cure any ambiguity,  correct or
                   supplement any provision in this  Agreement not  inconsistent
                   with law or with other provisions, or make other changes with
                   respect to matters arising under this Agreement that will not
                   be  inconsistent  with  law or with  the  provisions  of this
                   Agreement; and

                           (5) to  satisfy  any   requirements,  conditions,  or
                   guidelines contained in any order, directive, opinion, ruling
                   or  regulation  of a Federal or state  agency or contained in
                   Federal or state law.

The General Partner will provide notice to the Limited  Partners when any action
under this SECTION 14.1(B) is taken.

              (c)   CONSENT   OF   ADVERSELY    AFFECTED    PARTNER    REQUIRED.
         Notwithstanding  SECTION  14.1(A)  hereof,  this Agreement shall not be
         amended without the Consent of each Partner adversely  affected if such
         amendment  would  (i)  convert  a  Limited  Partner's  interest  in the
         Partnership into a general partner's interest,  (ii) modify the limited
         liability  of a Limited  Partner,  (iii) alter rights of the Partner to
         receive  distributions  pursuant  to  Article  V,  or  the  allocations
         specified  in Article VI (except as  permitted  pursuant to SECTION 4.2
         and SECTION  14.1(B)(3)  hereof),  (iv) alter or modify the  Conversion
         Right or the Redemption Amount as set forth in SECTIONS 4.2(E), 8.6 and
         11.2(B),  and related  definitions hereof, (v) cause the termination of
         the Partnership prior to the time set forth in SECTIONS 2.5 or 13.1, or
         (vi) amend this SECTION  14.1(C).  Further,  no amendment may alter the
         restrictions  on the General  Partner's  authority set forth in SECTION
         7.3 without the Consent specified in that section.

                                 Exhibit 10.24

<PAGE>

              (d) WHEN  CONSENT OF  MAJORITY  OF LIMITED  PARTNERSHIP  INTERESTS
         REQUIRED.  Notwithstanding  SECTION 14.1(A) hereof, the General Partner
         shall not amend  SECTIONS  4.2(B),  7.5,  7.6, 11.2 or 14.2 without the
         Consent  of a  majority  of the  Percentage  Interests  of the  Limited
         Partners.

         SECTION 14.2 MEETINGS OF THE PARTNERS.

              (a) GENERAL. Meetings of the Partners may be called by the General
         Partner and shall be called upon the receipt by the General  Partner of
         a written request by Limited Partners holding 25 percent or more of the
         Partnership Interests.  The call shall state the nature of the business
         to be  transacted.  Notice  of any such  meeting  shall be given to all
         Partners  not less than  seven  days nor more than 30 days prior to the
         date of such  meeting.  Partners may vote in person or by proxy at such
         meeting.  Whenever  the vote or Consent of  Partners  is  permitted  or
         required under this  Agreement,  such vote or Consent may be given at a
         meeting of Partners or may be given in  accordance  with the  procedure
         prescribed  in  SECTION  14.1  hereof.  Except as  otherwise  expressly
         provided in this Agreement, the Consent of holders of a majority of the
         Percentage Interests shall control.

              (b) INFORMAL ACTION.  Any action required or permitted to be taken
         at a meeting  of the  Partners  may be taken  without  a  meeting  if a
         written  Consent  setting  forth  the  action  so taken is  signed by a
         majority of the  Percentage  Interests  of the  Partners (or such other
         percentage as is expressly  required by this  Agreement).  Such Consent
         may be in one instrument or in several instruments,  and shall have the
         same  force  and  effect  as a vote  of a  majority  of the  Percentage
         Interests  of the Partners  (or such other  percentage  as is expressly
         required  by this  Agreement).  Such  Consent  shall be filed  with the
         General Partner.  An action so taken shall be deemed to have been taken
         at a meeting held on the effective date so certified.

              (c) PROXIES.  Each  Limited  Partner may  authorize  any Person or
         Persons  to act for him by proxy  on all  matters  in  which a  Limited
         Partner is entitled to  participate,  including  waiving  notice of any
         meeting,  or voting or participating at a meeting.  Every proxy must be
         signed by the Limited Partner or his  attorney-in-fact.  No proxy shall
         be valid after the expiration of 11 months from the date thereof unless
         otherwise  provided in the proxy. Every proxy shall be revocable at the
         pleasure of the Limited Partner executing it.

              (d)  CONDUCT  OF  MEETING.  Each  meeting  of  Partners  shall  be
         conducted  by the General  Partner or such other  Person as the General
         Partner  may  appoint  pursuant  to such  rules for the  conduct of the
         meeting as the General Partner or such other Person deems appropriate.

                                   ARTICLE XV
                               GENERAL PROVISIONS

         SECTION 15.1  ADDRESSES AND NOTICE.  All notices and demands under this
Agreement shall be in writing,  and may be either  delivered  personally  (which
shall  include  deliveries  by  courier),  by  telefax,   telex  or  other  wire
transmission (with request for assurance of receipt in a manner appropriate with
respect to  communications  of that type,  provided that a confirmation  copy is
concurrently  sent by a  nationally  recognized  express  courier for  overnight
delivery) or mailed,  postage prepaid,  by certified or registered mail,  return
receipt  requested,  directed to the parties at their  respective  addresses set
forth on Exhibit A attached hereto, as it may be amended from time to time, and,
if to the  Partnership,  such notices and demands sent in the  aforesaid  manner
must be delivered  at its  principal  place of business set forth above.  Unless
delivered  personally or by telefax,  telex or other wire  transmission as above
(which  shall be effective on the date of such  delivery or  transmission),  any
notice  shall be deemed to have been made three (3) days  following  the date so
mailed.  Any party hereto may designate a different address to which notices and
demands shall  thereafter be directed by written notice given in the same manner
and directed to the Partnership at its office hereinabove set forth.

         SECTION  15.2  TITLES AND  CAPTIONS.All  article  or section  titles or
captions in this Agreement are for  convenience  only.  They shall not be deemed
part of this Agreement and in no way define, limit, extend or describe the scope
or intent of any provisions hereof.  Except as specifically  provided otherwise,
references to  "Articles"  and  "Sections"  are to Articles and Sections of this
Agreement.

                                 Exhibit 10.24

<PAGE>

         SECTION 15.3 PRONOUNS AND PLURALS.Whenever the context may require, any
pronoun  used in this  Agreement  shall  include  the  corresponding  masculine,
feminine or neuter  forms,  and the singular  form of nouns,  pronouns and verbs
shall include the plural and vice versa.

         SECTION 15.4 FURTHER  ACTION.The  parties shall execute and deliver all
documents, provide all information and take or refrain from taking action as may
be necessary or appropriate to achieve the purposes of this Agreement.

         SECTION 15.5 BINDING  EFFECT.This  Agreement  shall be binding upon and
inure  to  the  benefit  of the  parties  hereto  and  their  heirs,  executors,
administrators, successors, legal representatives and permitted assigns.

         SECTION  15.6 WAIVER OF  PARTITION.The  Partners  hereby agree that the
Partnership  properties  are  not  and  will  not  be  suitable  for  partition.
Accordingly,  each of the Partners hereby  irrevocably waives any and all rights
(if any) that it may have to  maintain  any action for  partition  of any of the
Partnership properties.

         SECTION 15.7 ENTIRE  AGREEMENT.  This Agreement  constitutes the entire
agreement  among the parties with respect to the matters  contained  herein;  it
supersedes any prior agreements or  understandings  among them and it may not be
modified or amended in any manner other than pursuant to Article XIV.

         SECTION 15.8 SECURITIES LAW PROVISIONS.  The Partnership Units have not
been  registered  under the Federal or state  securities  laws of any state and,
therefore,  may not be resold unless  appropriate  Federal and state  securities
laws, as well as the provisions of Article XI hereof, have been complied with.

         SECTION 15.9 REMEDIES NOT EXCLUSIVE.  Any remedies herein contained for
breaches of obligations  hereunder shall not be deemed to be exclusive and shall
not impair the right of any party to exercise any other right or remedy, whether
for damages, injunction or otherwise.

         SECTION 15.10 TIME. Time is of the essence of this Agreement.

         SECTION 15.11 CREDITORS. None of the provisions of this Agreement shall
be for the  benefit  of,  or  shall  be  enforceable  by,  any  creditor  of the
Partnership.

         SECTION 15.12 WAIVER. No failure by any party to insist upon the strict
performance of any covenant,  duty,  agreement or condition of this Agreement or
to  exercise  any  right  or  remedy  consequent  upon a  breach  thereof  shall
constitute waiver of any such breach or any other covenant,  duty,  agreement or
condition.

         SECTION 15.13 EXECUTION COUNTERPARTS. This Agreement may be executed in
counterparts,  all of which together shall  constitute one agreement  binding on
all  the  parties  hereto,   notwithstanding  that  all  such  parties  are  not
signatories  to the  original or the same  counterpart.  Each party shall become
bound by this Agreement immediately upon affixing its signature hereto.

         SECTION  15.14  APPLICABLE  LAW. This  Agreement  shall be construed in
accordance  with and  governed  by the laws of the  State of  Delaware,  without
regard to the principles of conflicts of law.

         SECTION  15.15  INVALIDITY  OF  PROVISIONS.  If any  provision  of this
Agreement is or becomes invalid,  illegal or  unenforceable in any respect,  the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein shall not be affected thereby.

                                 Exhibit 10.24

<PAGE>

                                  ARTICLE XVI
                                POWER OF ATTORNEY

         SECTION 16.1 POWER OF ATTORNEY.

              (a) SCOPE. Each Limited Partner and each Assignee  constitutes and
         appoints the General Partner,  any Liquidator,  and authorized officers
         and attorneys-in-fact of each, and each of those acting singly, in each
         case with full power of substitution,  as its true and lawful agent and
         attorney-in-fact,  with full power and authority in its name, place and
         stead to:

                           (1) execute,  swear  to,  acknowledge,  deliver, file
                   and  record  in  the  appropriate   public  offices  (a)  all
                   certificates,  documents  and other  instruments  (including,
                   without  limitation,  this Agreement and the  Certificate and
                   all  amendments  or  restatements  thereof)  that the General
                   Partner or the Liquidator  deems  appropriate or necessary to
                   form,  qualify or continue the existence or  qualification of
                   the Partnership as a limited partnership (or a partnership in
                   which the limited  partners  have limited  liability)  in the
                   State of Delaware and in all other jurisdictions in which the
                   Partnership  may conduct  business or own  property;  (b) all
                   instruments  that the General  Partner deems  appropriate  or
                   necessary to reflect any amendment,  change,  modification or
                   restatement of this  Agreement in accordance  with its terms;
                   (c) all conveyances  and other  instruments or documents that
                   the General Partner deems appropriate or necessary to reflect
                   the dissolution  and liquidation of the Partnership  pursuant
                   to  the   terms  of  this   Agreement,   including,   without
                   limitation,   a   certificate   of   cancellation;   (d)  all
                   instruments relating to the admission, withdrawal, removal or
                   substitution  of any  Partner  pursuant  to, or other  events
                   described  in,  Article XI, XII or XIII hereof or the Capital
                   Contribution  of  any  Partner;  and  (e)  all  certificates,
                   documents and other instruments relating to the determination
                   of the rights,  preferences  and  privileges  of  Partnership
                   Interests; and

                           (2)  execute,  swear to,  acknowledge  and  file  all
                   ballots, consents, approvals, waivers, certificates and other
                   instruments   appropriate  or  necessary,  in  the  sole  and
                   absolute   discretion  of  the  General  Partner,   to  make,
                   evidence,   give,  confirm  or  ratify  any  vote,   consent,
                   approval, agreement or other action which is made or given by
                   the  Partners  hereunder or is  consistent  with the terms of
                   this  Agreement  or  appropriate  or  necessary,  in the sole
                   discretion of the General Partner, to effectuate the terms or
                   intent of this Agreement.

         Nothing  contained herein shall be construed as authorizing the General
         Partner to amend this Agreement  except in accordance  with Article XIV
         hereof or as may be otherwise expressly provided for in this Agreement.

              (b)  IRREVOCABILITY.  The  foregoing  power of  attorney is hereby
         declared to be  irrevocable  and a power  coupled with an interest,  in
         recognition  of the fact that each of the Partners will be relying upon
         the  power  of the  General  Partner  to act as  contemplated  by  this
         Agreement  in  any  filing  or  other  action  by it on  behalf  of the
         Partnership, and it shall survive and not be affected by the subsequent
         Incapacity  of any Limited  Partner or Assignee and the transfer of all
         or any portion of such  Limited  Partner's  or  Assignee's  Partnership
         Units and shall extend to such Limited  Partner's or Assignee's  heirs,
         successors,  assigns and  personal  representatives.  Each such Limited
         Partner or  Assignee  hereby  agrees to be bound by any  representation
         made by the  General  Partner,  acting in good faith  pursuant  to such
         power of  attorney;  and each such Limited  Partner or Assignee  hereby
         waives any and all defenses  which may be available to contest,  negate
         or  disaffirm  the action of the General  Partner,  taken in good faith
         under such power of attorney.  Each Limited  Partner or Assignee  shall
         execute and deliver to the General Partner or the Liquidator, within 15
         days after  receipt of the General  Partner's  request  therefor,  such
         further  designation,  powers of attorney and other  instruments as the
         General Partner or the Liquidator,  as the case may be, deems necessary
         to effectuate this Agreement and the purposes of the Partnership.

                                 Exhibit 10.24

<PAGE>

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
         Agreement as of the date first written above.

GENERAL PARTNER:
PS Texas Holdings, Ltd.

By:      PS GPT Properties, Inc.,
         General Partner

         By:      /s/ David Goldberg
                  ------------------
         Name:    David Goldberg
         Title:   Senior Vice President

Those LIMITED PARTNERS set forth on Exhibit A:

By PS Texas Holdings, Ltd.,
their attorney-in-fact

By:      PS GPT Properties, Inc.,
         General Partner

         By:      /s/ David Goldberg
                  ------------------
         Name:    David Goldberg
         Title:   Senior Vice President

                                 Exhibit 10.24