EXHIBIT 10








                          LIMITED PARTNERSHIP AGREEMENT
                                       OF
                         PSAF DEVELOPMENT PARTNERS, L.P.

                                     BETWEEN

                             PSAF DEVELOPMENT, INC.

                                       AND

                                [LIMITED PARTNER]


                           DATED AS OF APRIL 10, 1997




               Exhibits to this Agreement will be furnished to the
                Securities and Exchange Commission upon request.




<PAGE>


                                TABLE OF CONTENTS


                                                                        Page
                                                                        ----

1.     FORMATION; PURPOSES; TERM                                          1
      1.1     Formation                                                   1
      1.2     Name                                                        1
      1.3     Purposes and Powers                                         1
      1.4     Principal Executive Office                                  2
      1.5     Term                                                        2
      1.6     Filings; Agent for Service of Process                       2
      1.7     Other Activities                                            2
      1.8     Definitions                                                 3
2.     PARTNERS; CAPITAL CONTRIBUTIONS                                   14
      2.1     Partners                                                   14
      2.2     Capital Contributions                                      14
      2.3     Extent of Liability                                        18
      2.4     Other Matters                                              18
3.     ALLOCATIONS                                                       18
      3.1     Profits                                                    18
      3.2     Losses                                                     19
      3.3     Special Allocations to the General Partner                 19
      3.4     Gain from Sale                                             20
      3.5     Regulatory Special Allocations                             21
      3.6     Other Allocations Rules                                    23
      3.7     Tax Allocations: Code Section 704(c)                       23
4.     DISTRIBUTIONS                                                     24
      4.1     Operating Cash                                             24
      4.2     Capital Proceeds                                           24
      4.3     Amounts Withheld                                           26
5.     MANAGEMENT                                                        26
      5.1     Managing Partner                                           26
      5.2     Authority of Managing Partner                              26
      5.3     Limitations on Rights and Powers                           27
      5.4     Project Development                                        27
      5.5     Compensation and Reimbursement                             29
      5.6     Hazardous Materials                                        30
6.     ACTION BY PARTNERS; INVESTMENT COMMITTEE                          31
      6.1     Action by Partners                                         31
      6.2     Investment Committee                                       31
      6.3     Investment Programs                                        33
7.     BOOKS AND RECORDS; FISCAL MATTERS                                 33
      7.1     Books and Records                                          33
      7.2     Reports                                                    34
      7.3     Tax Information                                            34
      7.4     Fiscal Year                                                35
      7.5     Tax Matters Partner                                        35
      7.6     Tax Elections Made by Managing Partner                     35
      7.7     Taxation as a Partnership                                  35
      7.8     Avoidance of Unrelated Business Taxable Income             35


                                       i


<PAGE>


8.     TRANSFER OF INTERESTS                                             36
      8.1     Transfer of Interest of General Partner                    36
      8.2     Transfer of Interest of Limited Partners                   36
      8.3     Prohibited Transfers                                       37
      8.4     Representations; Legend                                    37
      8.5     Distributions and Allocations in Respect to 
              Transferred Interests                                      38
      8.6     Right to Transfer                                          39
9.     OPTIONS TO PURCHASE                                               39
      9.1     General Partner's Option to Purchase                       39
      9.2     Consideration                                              39
      9.3     Determination of Net Equity                                40
      9.4     Determination of Fair Market Value                         40
      9.5     Closing                                                    42
      9.6     Limited Partner's Option to Purchase                       42
10.    DISSOLUTION AND WINDING UP                                        43
      10.1    Liquidating Events                                         43
      10.2    Winding Up                                                 43
      10.3    Special Rights to Acquire PSA Common Shares                44
      10.4    Compliance with Timing Requirements of Regulations         44
      10.5    Rights of Partners                                         45
11.    INDEMNIFICATION                                                   45
      11.1    Indemnification                                            45
      11.2    Expenses                                                   46
      11.3    Indemnification Rights Nonexclusive                        46
      11.4    Errors and Omissions Insurance                             46
      11.5    Assets of the Partnership                                  46
12.    DEFAULTING EVENT REMEDIES                                         46
      12.1    Election to Purchase Defaulting Partner's Interest         46
      12.2    Purchase Price of Defaulting Partner's Interest            47
      12.3    Remedies Nonexclusive                                      47
13.    REPRESENTATIONS AND WARRANTIES                                    48
      13.1    Representations and Warranties of the General Partner      48
      13.2    Representations and Warranties of the Limited Partner      51
      13.3    Agreements of the General Partner                          52
14.    MISCELLANEOUS                                                     53
      14.1    Notices                                                    53
      14.2    Binding Effect                                             53
      14.3    Construction                                               54
      14.4    Time                                                       54
      14.5    Headings                                                   54
      14.6    Severability                                               54
      14.7    Incorporation by Reference                                 54
      14.8    Further Action                                             54
      14.9    Variation of Pronoun                                       54
      14.10   Governing Law                                              54
      14.11   Waiver of Action for Partition                             54
      14.12   Counterparts                                               54
      14.13   Sole and Absolute Discretion                               55
      14.14   Entire Agreement                                           55
      14.15   Attorneys' Fees                                            55
      14.16   Third Parties                                              55
      14.17   Waiver                                                     55
      14.18   Amendment and Modification                                 55
      14.19   Dispute Resolution                                         55
      14.20   Confidentiality                                            56


                                       ii


<PAGE>


      EXHIBIT A - DESCRIPTION OF PROJECT
      EXHIBIT B - SPECIFIED ACTIONS
      EXHIBIT C - ACQUISITION CHECKLIST
      EXHIBIT D - MANAGEMENT AGREEMENT
      EXHIBIT E - MASTER LEASE AGREEMENT
      EXHIBIT F - FINANCIAL PROJECTIONS AND DEVELOPMENT COSTS
      EXHIBIT G - INITIAL BUSINESS PLAN
      EXHIBIT H - ANNUAL BUSINESS PLAN
      EXHIBIT I - CALCULATION OF "STOCK SHORTFALL"
      EXHIBIT J - COST ALLOCATIONS
      EXHIBIT K - FORM OF FUNDING REQUEST
      EXHIBIT L - SUMMARY OF INSURANCE COVERAGE
      EXHIBIT M - EXAMPLES OF REPORTS



                                      iii



<PAGE>



                          LIMITED PARTNERSHIP AGREEMENT
                                       OF
                         PSAF DEVELOPMENT PARTNERS, L.P.


         This LIMITED PARTNERSHIP AGREEMENT OF PSAF DEVELOPMENT  PARTNERS,  L.P.
is entered  into and shall be  effective  as of April 10,  1997 (the  "Effective
Date"), by and among PSAF DEVELOPMENT,  INC., a California  corporation,  as the
General Partner, and the [LIMITED PARTNER], as the Limited Partner,  pursuant to
the provisions of the Act.

         WHEREAS,  the General Partner and the Limited Partner propose to form a
limited  partnership  to pursue the  development  and  ownership  of a number of
state-of-the-art,  geographically diversified self-storage facilities for income
and capital appreciation;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein  contained,  the Partners hereby  covenant and agree among  themselves as
follows:

        1.        FORMATION; PURPOSES; TERM

                  1.1 Formation.  The Partners  hereby form the Partnership as a
limited partnership pursuant to the provisions of the Act and upon the terms and
conditions set forth in this Agreement.

                  1.2  Name.  The  name  of  the   Partnership   shall  be  PSAF
Development  Partners,  L.P.  and  all  business  of the  Partnership  shall  be
conducted in such name or in the name "Public Storage."

                  1.3 Purposes and Powers.

                           (a) The  Partnership  is formed  for the  object  and
purpose of, and the nature of the business to be  conducted  and promoted by the
Partnership is, acquiring,  owning, developing,  leasing and otherwise operating
and dealing with the Projects as self-storage facilities, and conducting any and
all activities as may be necessary or incidental to the foregoing.

                           (b) The  Partnership  is  empowered to do any and all
things   necessary,   appropriate   or  convenient  for  the   furtherance   and
accomplishment  of its  purposes,  and for the  protection  and  benefit  of the
Partnership and its Property, including but not limited to the following:

                                    (i) Entering into and  performing  contracts
of any kind;

                                    (ii)  Acquiring,  constructing,   operating,
maintaining,  owning,  transferring,  renting,  or leasing any  property,  real,
personal or mixed;

                                    (iii)    Applying    for    and    obtaining
governmental authorizations and approvals; and

                                    (iv) Bringing and  defending  actions at law
or in equity.

                           (c) Except as otherwise  provided in this  Agreement,
the  Partnership  shall not  engage in any other  activity  or  business  and no
Partner  shall  have any  authority  to hold  itself  out as a general  agent of
another Partner in any other business or activity.

                  1.4 Principal Executive Office. The principal executive office
of  the  Partnership  shall  be at  701  Western  Avenue,  Glendale,  California
91201-2397.  The principal  executive office may be changed from time to time by
the General Partner.

                  1.5 Term. The term of the existence of the  Partnership  shall
commence  on the  Effective  Date and shall  continue  until the  winding up and
liquidation  of the  Partnership  and its  business  is  completed  following  a
Liquidating Event, as provided in Section 10.

<PAGE>

                  1.6 Filings;  Agent for Service of Process.

                           (a) The General  Partner has caused a Certificate  of
Limited  Partnership on Form LP-1 to be filed with the  California  Secretary of
State in accordance with the Act. The Partnership shall take any and all actions
reasonably  necessary to perfect and maintain the status of the Partnership as a
limited partnership under the laws of the State of California and under the laws
of any  other  states  or  jurisdictions  in which the  Partnership  engages  in
business.

                           (b) To the extent required pursuant to the Act or the
laws of any other state or  jurisdiction,  the name and address of the agent for
service  of  process  shall be Hugh W.  Horne,  701  Western  Avenue,  Glendale,
California 91201-2397, or any successor as appointed by the General Partner.

                           (c)  Upon the  dissolution  of the  Partnership,  the
Partnership  shall  promptly  execute  and  cause  to  be  filed  any  necessary
certificates of dissolution and  cancellation in accordance with the Act and the
laws of any other state or  jurisdiction in which the Partnership has engaged in
business.

                  1.7 Other Activities.

                           (a) The  Limited  Partner  acknowledges  that the PSA
Affiliates are engaged in the business,  directly and indirectly,  of acquiring,
owning, developing, leasing, managing and operating self-storage facilities. The
Limited Partner understands that the PSA Affiliates may be involved, directly or
indirectly,  in various  other  projects  and  businesses  not  included  in the
Partnership.  The Partners hereby agree that the creation of the Partnership and
involvement  herein by each of the Partners shall not prejudice their rights (or
the rights of their  Affiliates) to have such other interests and activities and
to enjoy profits or other benefits therefrom, and each Partner waives any rights
it might  otherwise  have to share or  participate  in such other  interests  or
activities  of the other  Partners  or their  Affiliates.  Except  as  otherwise
provided in this Agreement,  the Partners and their  Affiliates may engage in or
possess any interest in any other business venture of any nature or description,
independently or with others,  including  without  limitation,  the acquisition,
ownership,   development,   leasing,  managing  and  operation  of  self-storage
facilities or other real property,  and neither the  Partnership nor any Partner
shall have any right by virtue of this  Agreement  in and to such venture or the
income or profits derived therefrom.

                           (b)  Notwithstanding the provisions of Section 1.7(a)
above,  so long as the General Partner is required to afford the Partnership the
first right to develop and own a Qualifying  Project pursuant to Section 6.2, no
PSA Affiliates  shall develop a Qualifying  Project  without  complying with the
provisions of Section 6.2.

                  1.8 Definitions.1.8 Definitions. Capitalized words and phrases
used in this  Agreement  have the  meanings  set  forth in this  Section  1.8 or
elsewhere in this Agreement:


                                       2

<PAGE>


                           (a)  "Act"  means  the  California   Revised  Limited
Partnership  Act as set forth in Title 2 (commencing  with Section 15611) of the
Corporations  Code of the State of California,  as amended from time to time (or
any corresponding  provisions of succeeding law),  provided that the substantive
rights of the Partners under this Agreement  shall not be adversely  affected by
any such amendment.

                           (b)  "Actual   Costs"  means  costs  of   development
incurred to date,  including Land Acquisition Costs, Basic Development Costs and
PSA Affiliates Operating Costs.

                           (c) "Adjusted  Capital Account  Deficit" means,  with
respect to any Partner,  the deficit balance,  if any, in such Partner's Capital
Account as of the end of the relevant  Fiscal Year,  after giving  effect to the
following adjustments:

                                    (i)  Credit  to  such  Capital  Account  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

                                    (ii) Debit to such Capital Account the items
described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations.

The foregoing  definition  of Adjusted  Capital  Account  Deficit is intended to
comply with the provisions of Section  1.704-1(b)(2)(ii)(d)  of the  Regulations
and shall be interpreted consistently therewith.

                           (d) "Adjusted Capital Contributions" means, as of any
day with respect to a Partner, such Person's Capital Contributions,  adjusted as
follows:

                                    (i)   Increased   by  the   amount   of  any
Partnership  liabilities  which, in connection with distributions to such Person
pursuant to Sections  4.1,  4.2, and 10.2(c),  are assumed by such Person or are
secured by any Property distributed to such Person; and

                                    (ii)  Reduced  by the amount of cash and the
Gross  Asset  Value of any  Property  distributed  to such  Person  pursuant  to
Sections 2.2(d), 4.2(b), 4.2(d) and 10.2(c) and the amount of any liabilities of
such Person  assumed by the  Partnership  or which are  secured by any  Property
contributed by such Person to the Partnership.

In the event  such  Person  Transfers  all or any  portion  of its  Interest  in
accordance with the terms of this Agreement, its transferee shall succeed to its
Adjusted  Capital  Contribution  to the  extent it  relates  to the  transferred
Interest.

                           (e)  "Affiliate"  means,  with respect to any Person,
(i) any Person directly or indirectly controlling, controlled by or under common
control with such Person,  (ii) any Person owning or controlling  10% or more of
the outstanding voting interests of such Person, (iii) any officer,  director or
general partner of such Person, or (iv) any Person who is an officer,  director,
general partner, trustee or holder of 10% or more of the voting interests of any
Person described in clauses (i) through (iii) of this sentence.


                                       3


<PAGE>

                           (f)  "Agreement"   means  this  Limited   Partnership
Agreement of PSAF Development Partners, L.P. and the exhibits hereto, as amended
from time to time. Words such as "herein," "hereinafter," "hereof," "hereto" and
"hereunder"  refer to this  Agreement as a whole,  unless the context  otherwise
requires.

                           (g) "Appraiser" means a disinterested  entity that is
experienced in valuing real estate portfolios and (a) is a M.A.I. appraiser that
is  a  member  of  the  American  Institute  of  Real  Estate  Appraisers,   any
organization  successor thereto, or other nationally recognized  organization of
real estate appraisers,  with at least five years' experience in the case of the
First and Second  Appraisers and ten years'  experience in the case of the Third
Appraiser in conducting  appraisals in the commercial real estate industry,  and
is qualified and experienced in appraising  self-storage  facilities  similar to
the Property, or (b) that works in conjunction with another disinterested entity
with the qualifications described in (a) and both such entities sign the report.
"First  Appraiser,"  "Second  Appraiser"  and "Third  Appraiser"  shall have the
meanings set forth in Section 9.4.

                           (h)  "Appraised  Value" means the amount that a third
party buyer would  reasonably be expected to pay for all of the  Property,  on a
portfolio basis, in a cash purchase,  taking into account the current condition,
use and zoning of the Property, net of a provision for all normal costs of sale,
including a real estate commission at prevailing rates.

                           (i)  "Average  Price"  means the  average  of the PSA
Common Shares daily  closing  prices on the Exchange for each of the first 20 of
the 25 trading days on which PSA Common Shares are traded immediately  preceding
the date of a  distribution  of Capital  Proceeds  pursuant  to Section 4.2 or a
distribution pursuant to Section 10.2 or Section 10.3 or the date of any closing
pursuant to Section  9.5, as the case may be,  provided  that the Average  Price
shall be no greater  than 105% or less than 95% of the closing  price of the PSA
Common  Shares on the Exchange on the sixth  trading day  immediately  preceding
such date.

                           (j)  "Basic   Development   Costs"  means  the  costs
actually  incurred by the  Partnership  or any PSA Affiliate in  conducting  the
activity referred to in Section 5.4, exclusive, however, of (i) Land Acquisition
Costs,  and (ii) PSA Affiliates  Operating Costs, but including costs of initial
operations and leaseup until a Project has achieved three consecutive  months of
Net Operating Income.

                           (k)  "Business  Day" means Monday  through  Friday of
each week,  except that a legal holiday  recognized as such by the United States
Government shall not be regarded as a Business Day.

                           (l)  "Business  Plans"  means the  "Initial  Business
Plan"  attached  hereto as  Exhibit G and  "Annual  Business  Plans" in the form
attached hereto as Exhibit H.

                           (m)  "Capital  Account"  means,  with  respect to any
Partner,  the Capital Account  maintained for such Person in accordance with the
following provisions:

                                       4
<PAGE>


                                    (i) To each Person's  Capital  Account there
shall  be  credited  such   Person's   Capital   Contributions,   such  Person's
distributive  share of  Profits  and any  items in the  nature of income or gain
which are specially allocated pursuant to Sections 3.4 or 3.5, and the amount of
any Partnership  liabilities  assumed by such Person or which are secured by any
Property distributed to such Person.

                                    (ii) To each Person's  Capital Account there
shall be debited the amount of cash and the Gross  Asset  Value of any  Property
distributed to such Person pursuant to Sections 2.2(d),  4.1, 4.2, 4.3 and 10.2,
such  Person's  distributive  share of  Losses  and any  items in the  nature of
expenses or losses  which are  specially  allocated  pursuant to Sections 3.3 or
3.5, and the amount of any liabilities of such Person assumed by the Partnership
or  which  are  secured  by any  property  contributed  by  such  Person  to the
Partnership.

                                    (iii)  In  the   event   any   Interest   is
transferred in accordance with the terms of this Agreement, the transferee shall
succeed to the Capital Account of the transferor to the extent it relates to the
transferred Interest.

                                    (iv)  In  determining   the  amount  of  any
liabilities  for  purposes  of Sections  1.8(d)(i),  1.8(d)(ii),  1.8(m)(i)  and
1.8(m)(ii),  there shall be taken into account Code Section 752(c) and any other
applicable provisions of the Code and Regulations.

The foregoing  provisions and the other 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 or the Partners), are computed in order to comply
with such Regulations, the General Partner may make such modification,  provided
that it is not likely to have a material effect on the amounts  distributable to
any Partner pursuant to Section 10 upon the dissolution of the Partnership.  The
General  Partner  also  shall (i) 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)(g),  and (ii) make any appropriate  modifications in the event
unanticipated  events might  otherwise  cause this  Agreement not to comply with
Regulations Section 1.704-1(b).

                           (n) "Capital  Contributions"  means,  with respect to
any  Partner,  the  amount of money and the  initial  Gross  Asset  Value of any
property (other than money)  contributed to the Partnership  with respect to the
interest in the Partnership held by such Partner.

                           (o) "Capital  Proceeds" means the gross cash proceeds
of sales  and  financings  of the  Partnership's  Properties,  less the  portion
thereof used to pay or establish reserves for all Partnership expenses, any debt
payments, capital improvements and other costs of development,  replacements and
contingencies, all as determined in accordance with the terms hereof.

                           (p)  "Capital  Reserve"  means a reserve  for capital
expenditures of 2.3% of annual gross revenue.

                           (q) "Code" means the  Internal  Revenue Code of 1986,
as amended  from time to time (or any  corresponding  provisions  of  succeeding
law).

                           (r) "Completed Project" means a Project as to which a
final  certificate of occupancy (or its  equivalent) has been received and which
has had three consecutive months of positive monthly Net Operating Income.

                           (s) "Contingency  Reserve" means the aggregate amount
by which the Actual  Cost for all  Completed  Projects  is less than 103% of the
aggregate Project Budgeted Costs for Completed Projects.

                           (t)   "Defaulting   Event"   means  (i)  a  Partner's
withdrawal as a Partner from the Partnership in breach of Section  2.4(a),  (ii)
the Transfer by a Partner of all or any part of its Interest in the  Partnership

                                       5

<PAGE>

(or such Partner's right to receive distributions) in breach of Article 8, (iii)
a  Partner's  failure  to make one or more  capital  contributions  pursuant  to
Section 2.2 which in the aggregate exceed $100,000,  which failure continues ten
Business Days after written demand by the General  Partner or any Partner;  (iv)
the General  Partner taking any  unilateral  action which requires the unanimous
consent of the Partners  without first securing such consent in accordance  with
the terms  hereof and (v) a violation  of Section  1.7(b) or 13.3 (to the extent
the  circumstances  giving rise to such  violation are within the control of the
General Partner or a PSA Affiliate), provided, however, that in the case of (iv)
or (v) the action  taken would  prejudice  the Limited  Partner in a  materially
adverse  manner and such default or prejudice is not cured or  eliminated  or in
the process of being  cured or  eliminated  in good faith  within ten days after
giving of notice by the Limited  Partner to the General  Partner  specifying the
nature of such default.

                           (u) "Defaulting Partner" means a Partner with respect
to which a Defaulting Event occurs.

                           (v)  "Depreciation"  means,  for each  Fiscal Year or
other period,  an amount equal to the  depreciation,  amortization or other cost
recovery  deduction  allowable  with  respect to an asset for such year or other
period,  except  that if the  Gross  Asset  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 Gross Asset Value as the federal income tax depreciation, amortization
or other cost  recovery  deduction  for such year or other  period 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 Gross
Asset Value using any reasonable method selected by the General Partner.

                           (w)  "Exchange"  means the New York  Stock  Exchange,
Inc. or the national  securities  exchange  (as defined in Section  12(b) of the
Securities  Exchange Act of 1934, as amended) or automated quotation system upon
which the PSA Common Shares are then listed for trading.

                           (x) "Fair  Market  Value"  shall have the meaning set
forth in Section 9.4.

                           (y) "Fiscal Year" shall have the meaning set forth in
Section 7.4.

                           (z) "Gain from Sale"  shall mean any gain  recognized
for  federal  income  tax  purposes  from the sale or other  disposition  of the
Partnership's  assets  computed  by  reference  to the Gross  Asset Value of the
Property  disposed  of,  notwithstanding  that the  adjusted  tax  basis of such
Property differs from its Gross Asset Value.

                           (aa) "Gross Asset Value"  means,  with respect to any
asset,  the asset's  adjusted basis for federal  income tax purposes,  except as
follows:

                                    (i) The  initial  Gross  Asset  Value of any
asset contributed by a Partner to the Partnership shall be the gross fair market
value of such asset,  as  determined  by the  Partners (as  described  below the
Partners have agreed that the gross fair market value of Projects contributed by
the General Partner to the Partnership at the time of contribution will be based
on the cost of those Projects as set forth in Section 2.2);

                                    (ii)  The   Gross   Asset   Values   of  all
Partnership assets shall be adjusted to equal their respective gross fair market
values,  as  determined  by the Partners,  as of the  following  times:  (A) the
acquisition of an additional Interest by any new or existing Partner in exchange
for more than a de minimis  Capital  Contribution;  (B) the  distribution by the
Partnership  to a  Partner  of more than a de  minimis  amount  of  Property  as
consideration for an Interest; and (C) the liquidation of the Partnership within
the meaning of Regulations Section 1.704-1(b)(2)(ii)(g);  provided, however that
the adjustments  pursuant to clauses (A) and (B) above shall be made only if the
Partners reasonably determine that such adjustments are necessary or appropriate
to reflect the relative economic interests of the Partners in the Partnership;

                                    (iii)   The   Gross   Asset   Value  of  any
Partnership  asset  distributed  to any  Partner  shall be the gross fair market
value of such asset on the date of distribution; and

                                        6


<PAGE>
                                    (iv) The Gross Asset  Values of  Partnership
assets shall be  increased  (or  decreased)  to reflect any  adjustments  to the
adjusted  basis of such assets  pursuant to Code Section  734(b) or Code Section
743(b),  but only to the extent that such  adjustments are taken into account in
determining Capital Accounts pursuant to Regulation Section 1.704-1(b)(2)(iv)(m)
and  Sections  1.8(xx) and 3.5(g);  provided,  however,  that Gross Asset Values
shall not be adjusted  pursuant to this  Section  1.8(aa)(iv)  to the extent the
Partners  determine  that an  adjustment  pursuant  to  Section  1.8(aa)(ii)  is
necessary or appropriate in connection  with a transaction  that would otherwise
result in an adjustment pursuant to this Section 1.8(aa)(iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to
Section  1.8(aa)(i),  1.8(aa)(ii) or  1.8(aa)(iv),  such Gross Asset Value shall
thereafter be adjusted by  Depreciation  taken into account with respect to such
asset for purposes of computing Profits and Losses.

                           (bb) "Hazardous Materials" means any toxic, reactive,
corrosive,  ignitable or  flammable  chemical  compound or hazardous  substance,
material  or waste,  whether  solid,  liquid or gas,  that is  regulated  by any
federal or state law or regulation.

                           (cc)  "Hazardous  Materials  Claims"  shall  have the
meaning set forth in Section 5.6.

                           (dd)  "Hazardous  Materials  Laws" means all federal,
state  or  local  laws or  regulations  which  regulate  or  relate  to the use,
treatment,  storage,  transportation,  generation,  handling or disposal  of, or
emission,  discharge or other  release or  threatened  release of, any Hazardous
Materials.

                           (ee) "Indemnitee" shall have the meaning set forth in
Section 11.1.

                           (ff)  "Interest"  means  an  interest,  whether  as a
general partner or limited partner,  in the Partnership  representing the rights
and obligations under the Agreement of the Partner who holds such Interest.

                           (gg)  "Investment  Committee"  shall have the meaning
set forth in Section 6.2(a).

                           (hh) "Land  Acquisition  Costs" means the amount paid
by the  Partnership  or any PSA Affiliate to acquire land for  development  as a
Project and all costs of closing such  acquisition  (e.g.,  transfer tax,  title
insurance and escrow charges and recording  fees).  Legal fees and other charges
of independent firms incurred in connection with the evaluation, negotiation and
closing of each acquisition of property which becomes a Project shall constitute
Basic Development Costs and not Land Acquisition Costs. If the property acquired
for a Project includes improvements which may be incorporated into the completed
Project,  that portion of the purchase  price and closing  costs which is fairly
allocable  to  the  value  of  the  improvements  to  be so  incorporated  shall
constitute Basic Development Costs and not Land Acquisition Costs.

                           (ii)  "Liquidating  Event" shall have the meaning set
forth in Section 10.1.

                           (jj)  "Minimum  Gain"  has the  meaning  set forth in
Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

                           (kk) "Net  Equity" of a Partner's  Interest as of the
Purchase  Notice Date means the amount that would be distributed to such Partner
in liquidation of the Partnership  pursuant to Sections 10.2 and 10.3 if (1) all
of the  Partnership's  Property  were sold for its Fair  Market  Value,  (2) the
Partnership paid its accrued, but unpaid, liabilities,  and established reserves
pursuant to this Agreement for the payment of reasonably  anticipated contingent
or  unknown  liabilities,  and (3) the  Partnership  distributed  the  remaining
proceeds to the Partners in liquidation.

                           (ll) "Net  Operating  Income"  means all income  from
Projects less the costs of operations,  including property management fees and a
Capital  Reserve.  Net  Operating  Income shall be computed on an accrual  basis
consistent with PSA Affiliates' prior practice. Net Operating Income will not be
reduced by  depreciation,  amortization,  cost  recovery  deductions  or similar
non-cash allowances.

                           (mm) "Nonrecourse  Deductions" shall have the meaning
set forth in Section 1.704-2(b)(1) of the Regulations.

                                       7

<PAGE>

                           (nn)  "Nonrecourse  Liability" shall have the meaning
set forth in Section 1.704-2(b)(3) of the Regulations.

                           (oo)  "Operating  Cash" means the gross cash proceeds
of the Partnership from all operating  sources (not including amounts taken into
account in determining Capital Proceeds) less the portion thereof used to pay or
establish  reserves for all  Partnership  expenses,  any debt payments,  capital
improvements and other costs of development, replacements and contingencies, all
as  determined  by the  Partners.  "Operating  Cash"  shall  not be  reduced  by
depreciation,  amortization, cost recovery deductions or similar allowances, but
shall be increased by any reductions of reserves previously established.

                           (pp)  "Partner   Nonrecourse  Debt"  shall  have  the
meaning set forth in Section 1.704-2(b)(4) of the Regulations.

                           (qq) "Partner Nonrecourse Debt 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 Section 1.704-2(i)(3) of
the Regulations.

                           (rr) "Partner Nonrecourse Deductions" has the meaning
set forth in Sections 1.704-2(i)(1) and 1.704-2(i)(2) of the Regulations.

                           (ss)  "Partners"  means the  General  Partner and the
Limited Partner,  collectively, and reference to a "Partner" shall be to any one
of the Partners. The "General Partner" and "Limited Partner" are as set forth in
Section 2.1.

                           (tt)  "Partnership"  means  the  limited  partnership
formed pursuant to this Agreement.

                           (uu)  "Person"  means  any  individual,  partnership,
corporation, trust or other entity.

                           (vv) "Percentage Interest" means, with respect to the
Limited Partner, 70%, and with respect to the General Partner, 30%. In the event
any Interest is transferred in accordance with the provisions of this Agreement,
the transferee of such Interest shall succeed to the Percentage  Interest of its
transferor to the extent it relates to the transferred Interest.

                           (ww) "Priority  Return" means, as to each Partner,  a
cumulative  return on that Partner's  Adjusted Capital  Contributions  including
accrued and unpaid  Priority  Returns  computed  using monthly  compounding at a
monthly rate of one twelfth of 9 1/2%, provided that, in the case of the General
Partner,   any  Capital  Contribution  made  pursuant  to  Sections  2.2(a)(vi),
2.2(a)(vii)  and 10.3 shall not be taken into account in  computing  the General
Partner's Priority Return.

                           (xx)  "Profits" and "Losses"  means,  for each Fiscal
Year or other period,  an amount equal to the  Partnership's  taxable  income or
loss for such year or period,  determined in accordance with Code Section 703(a)
(for this purpose,  all items of income,  gain, loss or deduction required to be
stated  separately  pursuant  to Code  Section  703(a)(1)  shall be  included in
taxable income or loss), with the following adjustments:

                                    (i) Any  income of the  Partnership  that is
exempt from federal income tax and not otherwise taken into account in computing
Profits  or  Losses  pursuant  to this  Section  1.8(xx)  shall be added to such
taxable income or loss;

                                    (ii)  Any  expenditures  of the  Partnership
described in Code Section  705(a)(2)(B) or treated as Code Section  705(a)(2)(B)
expenditures  pursuant  to  Regulations  Section  1.704-1(b)(2)(iv)(i),  and not
otherwise  taken into  account in computing  Profits or Losses  pursuant to this
Section 1.8(xx) shall be subtracted from such taxable income or loss;

                                    (iii) In the event the Gross  Asset Value of
any  Partnership  asset is adjusted  pursuant to Section  1.8(aa)(ii) or Section
1.8(aa)(iii),  the amount of such adjustment shall be taken into account as gain
or loss from the disposition of such asset for purposes of computing  Profits or
Losses;
                                       8


<PAGE>
                                    (iv)  Gain  or  loss   resulting   from  any
disposition  of Property  with respect to which gain or loss is  recognized  for
federal  income tax  purposes  shall be computed by reference to the Gross Asset
Value of the Property disposed of,  notwithstanding  that the adjusted tax basis
of such Property differs from its Gross Asset Value;

                                    (v)   In   lieu    of   the    depreciation,
amortization and other cost recovery  deductions taken into account in computing
such taxable income or loss, there shall be taken into account  Depreciation for
such Fiscal Year or other period, computed in accordance with Section 1.8(v);

                                    (vi)  To the  extent  an  adjustment  to the
adjusted tax basis of any  Partnership  asset pursuant to Code Section 734(b) or
Code   Section   743(b)   is   required   pursuant   to   Regulations    Section
1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts
as a result of a distribution  other than in liquidation of a Partner's interest
in the Partnership, the amount of such adjustment shall be treated as an item of
gain  (if the  adjustment  increases  the  basis of the  asset)  or loss (if the
adjustment  decreases the basis of the asset) from the  disposition of the asset
and shall be taken into account for purposes of computing Profits or Losses; and

                                    (vii) Notwithstanding any other provision of
this  Section  1.8(xx),  any items  which are  specially  allocated  pursuant to
Sections 3.3, 3.4 or 3.5 (including  Depreciation,  deductions  attributable  to
"guaranteed  payments"  and Gain from Sale)  shall not be taken into  account in
computing Profits or Losses.

The  amounts  of the  items  of  Partnership  income,  gain,  loss or  deduction
available to be  specifically  allocated  pursuant to Sections  3.3, 3.4 and 3.5
shall be determined by applying  rules  analogous to those set forth in Sections
1.8(xx)(i) through 1.8(xx)(vi) above.

                           (yy)  "Project  Budgeted  Costs" has the  meaning set
forth in Section 6.2(b).

                           (zz) "Projects"  means the real properties  described
in Exhibit A-1 hereto and, unless the context  indicates  otherwise,  such other
real properties as are acquired by the Partnership pursuant to Section 5.4.

                           (aaa) "Property"  means all real,  personal and other
property or assets acquired by the  Partnership,  and shall include the Projects
and both tangible and intangible property.

                           (bbb) "PSA" means Public Storage,  Inc., a California
corporation.

                           (ccc) "PSA Affiliate"  means PSA and/or any Affiliate
of PSA  (other  than the  Partnership)  that is under the  control  of PSA.  The
General Partner shall be responsible for all activities  performed  hereunder by
PSA Affiliates.

                           (ddd) "PSA  Affiliates  Operating  Costs"  means that
portion of (i) compensation and other personnel costs incurred by PSA Affiliates
in the employment of their employees and (ii) all other overhead and general and
administrative  costs  of  all  PSA  Affiliates,   which  is  allocable  to  the
performance  of services  referred to in Section 5.4 with respect to  Qualifying
Projects,  including costs attributable to properties considered for development
by the Partnership but not acquired by it.

                           (eee) "PSA  Common  Shares"  means the  voting  class
shares of the Common Stock, $0.10 par value, of PSA.

                           (fff)  "Purchase  Notice"  shall have the meaning set
forth in Section 9.1 with respect to the "General  Partner  Purchase Notice" and
Section 9.6 with respect to the "Limited Partner Purchase Notice."

                           (ggg)  "Purchase  Notice Date" shall have the meaning
set forth in Section 9.1.

                           (hhh) "Qualifying  Project" means any PSA Affiliate's
real estate development  project of which 50% or more of the net rentable square
footage will consist of self-storage facilities and no part of the project would
generate  for the Limited  Partner  more than a de minimus  amount of  unrelated
business  taxable  income under  Section 511 of the Code.  A Qualifying  Project
shall not include the  renovation,  expansion or  replacement  of a self-storage
facility currently owned by a PSA Affiliate.

                                       9

<PAGE>


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

                           (jjj) "Regulatory Allocations" shall have the meaning
set forth in Section 3.5(h).

                           (kkk)  "Securities  Act" means the  Securities Act of
1933, as amended (or any corresponding provisions of succeeding law).

                           (lll) "Stock  Shortfall" shall be determined upon the
liquidation  of the  Partnership  or upon an election by the General  Partner to
exercise its option  pursuant to Section 9.1, by first  calculating  the monthly
rate of return,  using monthly  compounding,  earned with respect to the Limited
Partner's   contributions   to  the   Partnership,   taking  into   account  all
distributions  previously received, or to be received in the liquidation or sale
pursuant to the option,  including  amounts  received  as  guaranteed  payments,
without regard to whether a Stock Shortfall exists (that rate of return shall be
the "Realized Rate of Return"). If the Realized Rate of Return is equal to or in
excess of one twelfth of 10%, the Stock Shortfall shall be zero. If the Realized
Rate of Return is less than one  twelfth  of 10%,  but more than or equal to one
twelfth of 7.5%, the Stock Shortfall shall be the amount that, when added to the
distribution  of Capital  Proceeds  or to the Net  Equity,  would  increase  the
Realized  Rate of Return to equal one  twelfth of 10%. If the  Realized  Rate of
Return is less than one twelfth of 7.5%, the Stock Shortfall shall be the amount
that, when added to the  distribution of Capital  Proceeds or to the Net Equity,
would  increase the  calculated  Realized Rate of Return by one twelfth of 2.5%.
The calculations set forth in Exhibit I illustrate how the Stock Shortfall is to
be calculated.

                           (mmm)  "Transfer"  means, as a noun, any voluntary or
involuntary transfer, sale, pledge, hypothecation or other disposition and, as a
verb,  voluntarily or involuntarily to transfer,  sell,  pledge,  hypothecate or
otherwise dispose of.

                           (nnn) "Working  Capital" means the sum of the initial
contributions made under Sections 2.2(a)(i) and 2.2(b)(i), as may be replenished
from  time to time,  the  outstanding  balance  of which  shall at all  times be
invested in instruments backed by the United States Government.

                           (ooo) "Yield" means the projected  stabilized  annual
Net Operating Income of a Project or Projects divided by its or their total cost
(including   land  cost),   as  determined  in  accordance  with  the  financial
projections and development  costs in the form attached as Exhibit F-1 employing
the same underwriting  criteria and methodology used in generating the yields in
the Initial Business Plan.


                                       10

<PAGE>


        2. PARTNERS; CAPITAL CONTRIBUTIONS

                  2.1  Partners.  The names and addresses of the Partners are as
follows:

                       General Partner:

                                    PSAF Development, Inc.
                                    c/o Public Storage, Inc.
                                    701 Western Avenue
                                    Glendale, CA 91201

                        Limited Partner:

                                    [Name and address of Limited Partner]

                  2.2  Capital  Contributions.2.2  Capital  Contributions.   The
Capital Contributions of the Partners shall be as follows:

                           (a) The Capital  Contributions of the General Partner
shall be as follows:

                                    (i)  On  the  Effective  Date,  the  General
Partner  shall make an initial  cash  Capital  Contribution  of  $3,000,000  for
initial working capital.

                                    (ii)  On the  Effective  Date,  the  General
Partner shall  contribute or cause to be  contributed to the  Partnership  those
Projects described in Exhibit A-1 hereto. The parties agree that with respect to
such Projects,  the General Partner's Capital Account shall be credited with the
amount of $30,406,462,  consisting of the amount of the  expenditures  made with
respect to such Projects, prior to their contribution,  for (A) Land Acquisition
Costs, (B) Basic Development  Costs and (C) PSA Affiliates  Operating Costs (but
only to the extent such PSA Affiliates  Operating  Costs do not exceed 4% of the
Basic  Development  Costs).  The parties agree that this Capital  Account credit
represents the agreed fair market value of those contributed assets.

                                    (iii)  From  time  to  time  as the  General
Partner  shall  contribute  or  cause  to  be  contributed  to  the  Partnership
additional  Qualifying Projects,  the General Partner's Capital Account shall be
credited with the amount of the expenditures  made with respect to such Projects
by PSA Affiliates (to the extent not previously reimbursed from Working Capital)
for  (A)  Land  Acquisition  Costs,  (B)  Basic  Development  Costs  and (C) PSA
Affiliates  Operating  Costs  (but only to the extent  that such  credit for PSA
Affiliates  Operating  Costs does not cause  cumulative  credits to the  General
Partner pursuant to this Agreement for PSA Affiliates  Operating Costs to exceed
4% of the cumulative sum of Basic Development Costs). The parties agree that any
such Capital  Account  credits  represent  the agreed fair market value of those
contributed assets.

                                       11

<PAGE>

                                    (iv)  The   General   Partner   shall   make
additional  Capital  Contributions  in cash  up to  103%  of 30% of all  amounts
required to pay Land Acquisition  Costs and Basic  Development  Costs (including
costs of initial  operations  and  leaseup  until a Project has  achieved  three
consecutive  months of positive Net Operating  Income),  in excess of the sum of
the amounts credited to the General Partner for those costs pursuant to (ii) and
(iii) above and the  amounts  paid for those  costs from  reserves.  The General
Partner  also shall be deemed to have  contributed,  and the  General  Partner's
Capital  Account  will be  credited,  with the amount of that portion of any PSA
Affiliates  Operating Costs not previously  credited  pursuant to (ii) and (iii)
above (but only to the extent that such credit of PSA Affiliates Operating Costs
does not cause  cumulative  credits  to the  General  Partner  pursuant  to this
Agreement for PSA Affiliates  Operating Costs to exceed 4% of the cumulative sum
of Basic Development Costs). In addition to the Capital  Contributions  required
by the first sentence of this Section 2.2(a)(iv), the General Partner shall make
additional Capital Contributions in cash up to 30% of amounts required as needed
on a  Project-by-Project  basis  not  to  exceed  the  amount  available  in the
Contingency Reserve.

                                    (v) The General  Partner  may, but shall not
be obligated  to, make Capital  Contributions  from time to time in order to pay
any accrued but unpaid Priority Returns to the Limited Partner hereunder,  which
amounts will be  distributed to the Limited  Partner  pursuant to Section 2.2(e)
below.

                                    (vi) In addition,  once the Limited  Partner
has funded: (A) its portion of Capital Contributions for a Project up to 103% of
70% of the Project Budgeted Costs required pursuant to Section 2.2(b) below, and
(B) its portion of Capital  Contributions  required under Section  2.2(b)(iv)(A)
with reference to the last sentence of Section  2.2(a)(iv),  the General Partner
shall make additional cash Capital Contributions equal to any additional amounts
required in  connection  with the  development,  ownership  and operation of the
Projects.  The  General  Partner  shall  not  use  Operating  Cash  to pay  such
additional amounts.

                                    (vii)  In  the  circumstances  described  in
Section 10.3 below,  the General  Partner shall make a contribution as set forth
in Section 10.3.

                           (b) The Capital  Contributions of the Limited Partner
shall be as follows:

                                    (i)  On  the  Effective  Date,  the  Limited
Partner  shall make an initial  cash  Capital  Contribution  of  $7,000,000  for
initial working capital.

                                    (ii)  On the  Effective  Date,  the  Limited
Partner shall make an additional  Capital  Contribution  in cash equal to 70% of
the amount of the General  Partner's Capital  Contributions  pursuant to Section
2.2(a)(ii)  above,  which  amount will be  distributed  to the  General  Partner
pursuant to Section 2.2(d) below.

                                    (iii)  The   Limited   Partner   shall  make
additional  Capital  Contributions  in cash  equal to 70% of the  amount  of the
General  Partner's Capital  Contributions  from time to time pursuant to Section
2.2(a)(iii)  above,  which amounts will be  distributed  to the General  Partner
pursuant to Section 2.2(d) below.

                                       12

<PAGE>

                                    (iv)  The   Limited   Partner   shall   make
additional Capital Contributions in cash equal to: (A) two and one third (2 1/3)
times the amount of the Capital  Contributions  made by the General Partner from
time to time  pursuant  to the first and last  sentences  of Section  2.2(a)(iv)
above,  and (B) 70% of the amount of the Capital  Contributions  credited to the
General  Partner  from time to time  pursuant to the second  sentence of Section
2.2(a)(iv) above.

                           (c) Any  Capital  Contributions  required of Partners
pursuant to Sections  2.2(a)(iv),  2.2(b)(iii) and 2.2(b)(iv) above shall be set
forth in written  notices  from the General  Partner to the Partners in the form
attached  as  Exhibit K hereto.  Such  notices  shall  contain a  breakdown  and
supporting evidence of Land Acquisition Costs and Basic Development Costs, and a
breakdown by Project and total  showing  Project  Budgeted  Costs,  Actual Costs
(with such supporting  evidence as requested by the Limited Partner) and balance
of cost to complete,  together with any  replenishment of Working Capital.  Such
notices shall be given on or about the 25th day of each month and shall estimate
the Capital Contributions  required for that month based on the Project Budgeted
Costs.  Notwithstanding  anything herein to the contrary,  the Limited Partner's
obligation to make such Capital Contributions shall be limited to 103% of 70% of
Project  Budgeted Costs on a cumulative  basis.  Unused Working Capital reserves
shall be applied to pay the final  Project  Budgeted  Costs of the  Partnership,
which would  otherwise  be provided for by Capital  Contributions.  Such Capital
Contributions  shall  be  paid  within  ten  Business  Days of  delivery  of the
applicable notice from the General Partner.

                           (d) Promptly  following the Capital  Contributions by
the Limited Partner  pursuant to Sections  2.2(b)(ii) and 2.2(b)(iii)  above, an
amount equal to such Capital  Contributions  shall be distributed by the General
Partner to the  General  Partner as a reduction  in its  Capital  Contributions.
Promptly following the Capital  Contributions by the Limited Partner pursuant to
Section  2.2(b)(iv)(B),  an amount equal to such Capital  Contributions shall be
distributed by the General  Partner to the General Partner as a reduction in its
Capital  Contributions.  The  Partners  acknowledge  that these  amounts will be
treated  as  contributed  to  the  Partnership  and  then   distributed  by  the
Partnership  for purposes of this  Agreement,  notwithstanding  that for federal
income tax purposes the amounts perhaps could be  recharacterized  as if paid by
the  Limited  Partner to the General  Partner for an interest in the  Properties
which  the  Limited  Partner  then  would  be  treated  as  contributing  to the
Partnership. Such a recharacterization,  in the Partnership's circumstances,  is
not expected to produce materially differing consequences.

                           (e) Promptly  following any Capital  Contributions by
the General  Partner  pursuant to Sections  2.2(a)(v) and (vii) above, an amount
equal to such Capital  Contributions shall be distributed by the General Partner
to the Limited Partner and shall be treated as deductible  "guaranteed payments"
for the use of capital for income tax purposes.


                                       12


<PAGE>

                           (f) All Capital  Contributions  required by the first
sentence of Section 2.2(a)(iv) shall be made pursuant to Project Budgeted Costs.

                  2.3 Extent of Liability.  Except as otherwise provided by this
Agreement or applicable law:

                           (a) A  Partner  shall not be  liable  for the  debts,
liabilities, contracts or any other obligations of the Partnership; and

                           (b) A  Partner  shall  be  liable  only to  make  the
Capital  Contributions  provided in Section 2.2 for Qualifying Projects approved
under  Section  6.2(b)  and  shall  not be  required  to lend  any  funds to the
Partnership.

Performance  of any  one  or  more  of  the  acts  specifically  authorized  for
performance  by the Limited  Partner under this  Agreement  shall not in any way
constitute  the  Limited  Partner  a general  partner  or  impose  any  personal
liability on the Limited  Partner.  The General  Partner  shall have no personal
liability for the repayment of any Capital Contributions of the Limited Partner.

                  2.4 Other Matters.

                           (a) Except as otherwise  provided in this  Agreement,
no Partner  shall  demand or receive a return of its  Capital  Contributions  or
withdraw as a Partner  from the  Partnership  without the consent of the General
Partner and the Partners.  Under circumstances requiring a return of any Capital
Contributions,  no Partner shall have the right to receive  property  other than
cash except as may be specifically provided herein.

                           (b) No Partner shall receive any interest,  salary or
draw with  respect to its Capital  Contributions  or its Capital  Account or for
services rendered on behalf of the Partnership or otherwise in its capacity as a
Partner, except as otherwise provided in this Agreement.

        3. ALLOCATIONS

                  3.1 Profits.  After giving  effect to the special  allocations
set forth in  Sections  3.3,  3.4 and 3.5,  Profits for any Fiscal Year or other
period shall be allocated to the Partners in the following order and priority:

                           (a)  First,   to  the  Limited   Partner   until  the
cumulative  Profits allocated pursuant to this Section 3.1(a) and Gain from Sale
allocated  pursuant to Section 3.4(a) for the current and all prior Fiscal Years
or other periods are equal to the  cumulative  Priority  Return  accrued for the
Limited  Partner from the Effective Date to the end of such Fiscal Year or other
period  less the amount of any  guaranteed  payments  made  pursuant  to Section
2.2(e);


                                       13

<PAGE>

                           (b)  Second,   to  the  Limited   Partner  until  the
cumulative  Profits allocated pursuant to this Section 3.1(b) and Gain from Sale
allocated  pursuant to Section 3.4(b) for the current and all prior Fiscal Years
or other  periods are equal to the  cumulative  Losses  allocated to the Limited
Partner pursuant to Section 3.2 for all prior Fiscal Years or other periods;

                           (c)  Third,   to  the  General   Partner   until  the
cumulative  Profits allocated pursuant to this Section 3.1(c) and Gain from Sale
allocated  pursuant to Section 3.4(c) for the current and all prior Fiscal Years
or other  periods are equal to the  cumulative  Losses  allocated to the General
Partner pursuant to Section 3.2 for all prior Fiscal Years or other periods;

                           (d)  Fourth,   to  the  General   Partner  until  the
cumulative Profits allocated pursuant to this Section 3.1(d) for the current and
all  prior  Fiscal  Years  or  other   periods  are  equal  to  the   cumulative
distributions  received by the General  Partner  pursuant to Section 4.1(b) from
the Effective Date to the end of such Fiscal Year or other period; and

                           (e) Fifth,  the remaining  balance,  if any, shall be
allocated among the Partners in proportion to their Percentage Interests.

                  3.2 Losses. After giving effect to the special allocations set
forth in Sections  3.3, 3.4 and 3.5,  Losses for any Fiscal Year or other period
shall be allocated in the following order and priority:

                           (a)  First,   to  the  General   Partner   until  any
additional  allocation  would  cause the  General  Partner  to have an  Adjusted
Capital Account Deficit at the end of any Fiscal Year;

                           (b)  Second,   to  the  Limited   Partner  until  any
additional  allocation  would  cause the  Limited  Partner  to have an  Adjusted
Capital Account Deficit at the end of any Fiscal Year; and

                           (c)  Third,  any  remaining  Losses  to  the  General
Partner.

                  3.3 Special Allocations to the General Partner.  The following
special allocations shall be made:


                                       14

<PAGE>

                           (a) Items of gross loss or expense shall be allocated
to the General Partner until the cumulative allocations pursuant to this Section
3.3(a) equal the aggregate  Capital  Contributions  made by the General  Partner
pursuant to Section 2.2(a)(vi).

                           (b) All Depreciation shall be specially  allocated to
the General Partner.

                           (c) All deductions  for any guaranteed  payments made
to the Limited Partner  pursuant to Section 2.2(e) shall be specially  allocated
to the General Partner.

                  3.4 Gain from Sale.  All Gain from Sale shall be  allocated in
the following order:

                           (a)  First,   to  the  Limited   Partner   until  the
cumulative Gain from Sale allocated  pursuant to this Section 3.4(a) and Profits
allocated  pursuant to Section 3.1(a) for the current and all prior Fiscal Years
or other periods are equal to the  cumulative  Priority  Return  accrued for the
Limited  Partner from the Effective Date to the end of such Fiscal Year or other
period  less the amount of any  guaranteed  payments  made  pursuant  to Section
2.2(e);

                           (b)  Second,   to  the  Limited   Partner  until  the
cumulative Gain from Sale allocated  pursuant to this Section 3.4(b) and Profits
allocated  pursuant to Section 3.1(b) for the current and all prior Fiscal Years
or other  periods are equal to the  cumulative  Losses  allocated to the Limited
Partner pursuant to Section 3.2 for all prior Fiscal Years or other periods

                           (c)  Third,   to  the  General   Partner   until  the
cumulative Gain from Sale allocated  pursuant to this Section 3.4(c) and Profits
allocated  pursuant to Section 3.1(c) for the current and all prior Fiscal Years
or other  periods are equal to the  cumulative  Losses  allocated to the General
Partner pursuant to Section 3.2 for all prior Fiscal Years or other periods;

                           (d)  Fourth,   to  the  General   Partner  until  the
cumulative Gain from Sale allocated  pursuant to this Section 3.4(d) is equal to
the  cumulative  allocations  of  Depreciation  and  deductions  for  guaranteed
payments  made  pursuant to Section  3.3(b) and (c),  excluding  any  guaranteed
payments  deductions  attributable  to Capital  Contributions  made  pursuant to
Section 2.2(a)(vii).

                           (e)  Fifth,   to  the  General   Partner   until  the
cumulative Gain from Sale allocated  pursuant to this Section 3.4(e) and Profits
allocated  pursuant to Section 3.1(e) for the current and all prior Fiscal Years
or other periods are equal to the  cumulative  Priority  Return  accrued for the
General  Partner from the Effective Date to the end of such Fiscal Year or other
period;

                           (f) Sixth,  70% to the Limited Partner and 30% to the
General  Partner until the  cumulative  Gain from Sale  allocated to the Limited
Partner  pursuant to this  Section  3.4(f) for the current and all prior  Fiscal
Years  or  other  periods  is equal  to the  cumulative  distributions  made (or
expected by the Partners to be made) to the Limited Partner  pursuant to Section
4.2(e);


                                       15

<PAGE>

                           (g)  Seventh,  50% to the Limited  Partner and 50% to
the General Partner until the cumulative Gain from Sale allocated to the Limited
Partner  pursuant to this  Section  3.4(g) for the current and all prior  Fiscal
Years  or  other  periods  is equal  to the  cumulative  distributions  made (or
expected by the Partners to be made) to the Limited Partner  pursuant to Section
4.2(f);

                           (h) Eighth, 10% to the Limited Partner and 90% to the
General  Partner until the  cumulative  Gain from Sale  allocated to the Limited
Partner  pursuant to this  Section  3.4(h) for the current and all prior  Fiscal
Years  or  other  periods  is equal  to the  cumulative  distributions  made (or
expected by the Partners to be made) to the Limited Partner  pursuant to Section
4.2(g); and

                           (i) Finally, 100% to the General Partner.

Sections  3.4(f) - (h) shall be applied based on the assumption that all Capital
Proceeds  will be  distributed  pursuant to Section  4.2,  rather  than  Section
10.2(c).

                  3.5  Regulatory  Special  Allocations.  The following  special
allocations shall be made in the following order:

                           (a) Minimum  Gain  Chargeback.  Except as provided in
Section  1.704-2(f) of the Regulations,  notwithstanding  any other provision of
this  Section 3, if there is a net  decrease  in Minimum  Gain during any Fiscal
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
the  portion  of such  Partner's  share of the net  decrease  in  Minimum  Gain,
determined  in  accordance  with  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 Sections  1.704-2(f)(6)
and 1.704-2(j)(2) of the Regulations.  This Section 3.5(a) is intended to comply
with the  minimum  gain  chargeback  requirement  in Section  1.704-2(f)  of the
Regulations and shall be interpreted consistently therewith.

                           (b) Partner Nonrecourse Debt Minimum Gain Chargeback.
Except as  otherwise  provided  in  Section  1.704-2(i)(4)  of the  Regulations,
notwithstanding  any other provision of this Section 3 except Section 3.5(a), if
there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to
a Partner  Nonrecourse Debt during any Fiscal Year, each Partner who has a share
of the Partner  Nonrecourse  Debt  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  Nonrecourse  Debt Minimum Gain
attributable  to such Partner  Nonrecourse  Debt,  determined in accordance with
Regulations Section 1.704-2(i)(4). 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 Sections  1.704-2(i)(4)  and  1.704-2(j)(2) of the
Regulations.  This  Section  3.5(b) is intended to comply with the minimum  gain
chargeback  requirement in Section 1.704-2(i)(4) of the Regulations and shall be
interpreted consistently therewith.

                                       16

<PAGE>

                           (c) Qualified Income Offset. In the event any Partner
unexpectedly receives any adjustments, allocations or distributions described in
Section  1.704-1(b)(2)(ii)(d)(4),  (5)  or  (6) of  the  Regulations,  items  of
Partnership income and gain shall be specially allocated to each such Partner in
an amount and manner  sufficient  to  eliminate,  to the extent  required by the
Regulations,  the Adjusted Capital Account Deficit of such Partner as quickly as
possible,  provided that an allocation  pursuant to this Section 3.5(c) shall be
made only if and to the extent that such Partner would have an Adjusted  Capital
Account Deficit after all other allocations  provided for in this Section 3 have
been tentatively made as if this Section 3.5(c) were not in this Agreement.

                           (d) Gross Income Allocation. In the event any Partner
has a deficit Capital Account at the end of any Partnership Fiscal Year which is
in excess of the sum of (i) the  amount  such  Partner is  obligated  to restore
pursuant to any provision of this Agreement, and (ii) the amount such Partner 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), each such Partner shall be
specially  allocated items of Partnership  income and gain in the amount of such
excess as quickly as  possible,  provided  that an  allocation  pursuant to this
Section  3.5(d) shall be made if and only to the extent that such Partner  would
have a deficit Capital Account in excess of such sum after all other allocations
provided for in this Section 3 have been  tentatively  made as if Section 3.5(c)
and this Section 3.5(d) were not in the Agreement.

                           (e) Nonrecourse  Deductions.  Nonrecourse  Deductions
for any Fiscal Year or other period shall be specially  allocated to the General
Partner.

                           (f)  Partner  Nonrecourse  Deductions.   Any  Partner
Nonrecourse  Deductions  for any Fiscal Year or other  period 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)(1).

                           (g)  Section  754   Adjustment.   To  the  extent  an
adjustment to the adjusted tax basis of any  Partnership  asset pursuant to Code
Section  734(b) or Code  Section  743(b) is  required,  pursuant to  Regulations
Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section  1.704-1(b)(2)(iv)(m)(4),
to be taken into  account in  determining  Capital  Accounts  as the result of a
distribution  to a  Partner  in  complete  liquidation  of its  interest  in the
Partnership,  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 gain or loss shall be
specially  allocated to the Partners in accordance  with their  interests in the
Partnership  in  the  event  that  Regulations  Section  1.704-1(b)(2)(iv)(m)(2)
applies, or to the Partners to whom such distribution was made in the event that
Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.


                                       17

<PAGE>

                           (h) Curative  Allocations.  The allocations set forth
in Sections 3.5(a) through (g) (the  "Regulatory  Allocations")  are intended to
comply with certain  requirements  of the  Regulations.  It is the intent of the
Partners  that, to the extent  possible,  all  Regulatory  Allocations  shall be
offset either with other Regulatory  Allocations or with special  allocations of
other items of  Partnership  income,  gain,  loss or deduction  pursuant to this
Section 3.5(h). Therefore, notwithstanding any other provision of this Section 3
(other than the  Regulatory  Allocations),  the General  Partner shall make such
offsetting special allocations of Partnership income, gain, loss or deduction in
whatever  manner  the  Partners  determine   appropriate  so  that,  after  such
offsetting  allocations are made, each Partner's  Capital Account balance is, to
the extent  possible,  equal to the Capital  Account  balance such Partner would
have  had if the  Regulatory  Allocations  were not  part of the  Agreement.  In
exercising its  discretion  under this Section  3.5(h),  the Partners shall take
into account future  Regulatory  Allocations  under  Sections  3.5(a) and 3.5(b)
that,  although not yet made, are likely to offset other Regulatory  Allocations
previously made under Sections 3.5(e) and 3.5(f).

                  3.6 Other Allocations Rules.

                           (a) Except as  otherwise  provided,  all  Profits and
Losses  allocated to the Partners shall be allocated among them in proportion to
their Percentage Interests.

                           (b) For purposes of determining  the Profits,  Losses
or any other items allocable to any period,  Profits,  Losses and any such other
items shall be determined on a daily,  monthly, or other basis, as determined by
the General Partner using any permissible  method under Code Section 706 and the
Regulations thereunder.

                           (c) Except as otherwise  provided in this  Agreement,
all items of Partnership  income,  gain, loss,  deduction,  credit and any other
allocations  not  otherwise  provided for shall be divided among the Partners in
the same  proportions  as they share Profits or Losses,  as the case may be, for
the year.

                           (d) Solely for  purposes of  determining  a Partner's
proportionate share of the "excess  nonrecourse  liabilities" of the Partnership
within the meaning of Regulations  Section  1.752-3(a)(3),  any such liabilities
shall be allocated  solely to the General  Partner,  consistent with the General
Partner's share of profits pursuant to Section 3.4(i).

                           (e) To the extent permitted by Section  1.704-2(h)(3)
of the Regulations, the General Partner shall endeavor to treat distributions of
Operating Cash as having been made from the proceeds of a Nonrecourse  Liability
or a Partner  Nonrecourse Debt only to the extent that such distributions  would
cause or increase an Adjusted Capital Account Deficit for any Partner.


                                       18

<PAGE>

                  3.7 Tax Allocations:  Code Section 704(c).3.7 Tax Allocations:
Code Section 704(c).  In accordance with Code Section 704(c) and the Regulations
thereunder,  income,  gain,  loss and  deduction  with  respect to any  property
contributed to the capital of the Partnership shall, solely for tax purposes, be
allocated among the Partners so as to take account of any variation  between the
adjusted  basis of such  property  to the  Partnership  for  federal  income tax
purposes and its initial Gross Asset Value  (computed in accordance with Section
1.8(aa)(i)).

                  In the event the Gross Asset Value of any Partnership asset is
adjusted  pursuant to Section  1.8(aa)(ii),  subsequent  allocations  of income,
gain,  loss and  deduction  with respect to such asset shall take account of any
variation  between  the  adjusted  basis of such  asset for  federal  income tax
purposes  and its Gross  Asset  Value in the same  manner as under Code  Section
704(c) and the Regulations thereunder.

                  Any elections or other decisions  relating to such allocations
shall be made by the General Partner in any manner that reasonably  reflects the
purpose and intention of this  Agreement.  Allocations  pursuant to this Section
3.7 are solely for  purposes  of  federal,  state and local  taxes and shall not
affect, or in any way be taken into account in computing,  any Partner's Capital
Account or share of Profits, Losses other items or distributions pursuant to any
provision of this Agreement.

        4. DISTRIBUTIONS

                  4.1 Operating  Cash.  Except as otherwise  provided in Section
10, Operating Cash, if any, shall be distributed to the Partners monthly, on the
15th day of each  month or next  Business  Day if the 15th day is not a Business
Day,  for the  preceding  month,  or at such  other  times as the  Partners  may
determine in the following order and priority:

                           (a) First,  to the Limited Partner in an amount equal
to the  excess  of (i) the  aggregate  Priority  Return of the  Limited  Partner
accrued from the  Effective  Date to the end of the calendar  month  immediately
preceding the date of distribution  pursuant to this Section  4.1(a),  over (ii)
the sum of all prior  distributions  to the  Limited  Partner  pursuant  to this
Section 4.1(a), Section 4.2(a) and Section 2.2(e);

                           (b) Second, to the General Partner in an amount equal
to the Priority  Return of the General  Partner  accrued for the calendar  month
immediately  preceding the date of distribution pursuant to this Section 4.1(b);
and

                           (c) Third,  the  balance,  if any, to the Partners in
proportion to their Percentage Interests.

                  4.2  Capital  Proceeds.  Capital  Proceeds,  if any,  shall be
distributed  to the Partners on the third Business Day after a sale or financing
or at such other times as the Partners may determine in the following  order and
priority:

                                       19

<PAGE>

                           (a) First,  to the Limited Partner in an amount equal
to the  excess  of (i) the  aggregate  Priority  Return of the  Limited  Partner
accrued from the  Effective  Date to the end of the calendar  month  immediately
preceding the date of distribution  pursuant to this Section  4.2(a),  over (ii)
the sum of all prior  distributions  to the Limited Partner pursuant to Sections
4.1(a),  4.1(c),  4.2(a)  and 2.2(e)  (including  analogous  distributions  made
pursuant to Sections 10.2 and 10.3);

                           (b) Second, to the Limited Partner in an amount equal
to the excess of (i) the Limited  Partner's  Capital  Contribution over (ii) the
sum of all prior  distributions  to the Limited Partner pursuant to this Section
4.2(b)  (including  analogous  distributions  made pursuant to Sections 10.2 and
10.3);

                           (c) Third,  to the General Partner in an amount equal
to the  excess  of (i) the  aggregate  Priority  Return of the  General  Partner
accrued from the  Effective  Date to the end of the calendar  month  immediately
preceding the date of distribution  pursuant to this Section  4.2(c),  over (ii)
the sum of all prior  distributions  to the General Partner pursuant to Sections
4.1(b),  4.1(c) and 4.2(c) (including  analogous  distributions made pursuant to
Section 10.2);

                           (d) Fourth, to the General Partner in an amount equal
to the excess of (i) the General  Partner's  Capital  Contributions,  other than
pursuant  to  Sections  2.2(a)(vi)  and  (vii),  over  (ii) the sum of all prior
distributions  to the General  Partner  pursuant  to Sections  4.2(d) and 2.2(d)
(including analogous distributions made pursuant to Section 10.2);

                           (e) Fifth,  70% to the Limited Partner and 30% to the
General Partner until all amounts distributed to the Limited Partner pursuant to
this  Agreement  (including  any  guaranteed  payments  made pursuant to Section
2.2(e)) equal the sum of the Limited  Partner's  Capital  Contributions  and the
aggregate Priority Return of the Limited Partner accrued from the Effective Date
to the end of the calendar month immediately  preceding the date of distribution
pursuant to this Section  4.2(c),  with the Priority Return for purposes of this
Section  4.2(e)  computed  using monthly  compounding at the monthly rate of one
twelfth of 10 1/2%;

                           (f) Sixth,  50% to the Limited Partner and 50% to the
General Partner until all amounts distributed to the Limited Partner pursuant to
this  Agreement  (including  any  guaranteed  payments  made pursuant to Section
2.2(e)) equal the sum of the Limited  Partner's  Capital  Contributions  and the
aggregate Priority Return of the Limited Partner accrued from the Effective Date
to the end of the calendar month immediately  preceding the date of distribution
pursuant to this Section  4.2(f),  with the Priority Return for purposes of this
Section  4.2(f)  computed  using monthly  compounding at the monthly rate of one
twelfth of 11%;

                           (g)  Seventh,  10% to the Limited  Partner and 90% to
the  General  Partner  until all  amounts  distributed  to the  Limited  Partner
pursuant to this Agreement  (including any guaranteed  payments made pursuant to


                                       20


<PAGE>



Section 2.2(e)) equal the sum of the Limited Partner's Capital Contributions and
the aggregate  Priority Return of the Limited Partner accrued from the Effective
Date  to the  end of the  calendar  month  immediately  preceding  the  date  of
distribution  pursuant to this  Section  4.2(g),  with the  Priority  Return for
purposes of this  Section  4.2(g)  computed  using  monthly  compounding  at the
monthly rate of one twelfth of 11 1/2%; and

                           (h) Finally, 100% to the General Partner.

                  4.3  Amounts  Withheld.  If required by  applicable  law,  the
General  Partner shall cause the  Partnership to withhold such amounts as may be
required from any payment or distribution from the Partnership to a Partner, and
the  General  Partner  shall  remit such  amounts  on a timely  basis to the tax
authority or other entity  entitled to them.  Any (a) amounts so withheld or (b)
estimated or other  payments to tax  authorities  with respect to any Profits or
other items allocable to the Partners,  shall be treated as amounts  distributed
to the Partners pursuant to this Section 4 for all purposes. The General Partner
shall allocate any such amounts among the Partners in accordance with applicable
law.

        5. MANAGEMENT

                  5.1 Managing  Partner.5.1  Managing  Partner.  The Partnership
shall  be  managed  by the  General  Partner.  The  Limited  Partner  shall  not
participate in the management of the Partnership's  business,  and shall have no
power to bind or act on behalf of the Partnership.

                  5.2  Authority  of Managing  Partner5.2  Authority of Managing
Partner.  The General Partner shall have, subject to the control of the Partners
to the extent (and only the extent) provided herein, supervision,  direction and
control of the  business  of the  Partnership.  Subject to the  limitations  and
restrictions  set forth in this  Agreement,  the  General  Partner  shall act on
behalf  of  the  Partnership  in  all  matters   affecting  the  management  and
supervision  of the  Partnership  and its business  affairs,  and shall have all
rights and powers generally conferred by law or otherwise  necessary,  advisable
or  consistent  therewith.  Without  limiting  the scope of the  foregoing,  the
Partners agree and  acknowledge  that it is their intention and desire to confer
upon the General Partner,  to the fullest extent  permissible  under the Act and
other provisions of applicable law, and subject only to the express  limitations
set forth in Section  5.3,  full  power and  authority  relative  to any and all
matters relating to or affecting the Partnership and its affairs.

                       Notwithstanding   any   provision   of  this   Agreement,
including  without   limitation   Section  5.3,  any  Person  dealing  with  the
Partnership may rely (without duty of further inquiry) upon a certificate signed
by the General Partner as to:

                                       21

<PAGE>


                           (a)  The  identity  of  the  General  Partner  or any
Partner;

                           (b) The  existence  or  nonexistence  of any  fact or
facts which  constitute a condition  precedent to acts by the General Partner or
which are in any other manner germane to the affairs of the Partnership;

                           (c) The  Persons  who are  authorized  to execute and
deliver any instrument or document of the Partnership; or

                           (d) Any act or failure to act by the  Partnership  or
any other matter whatsoever involving the Partnership or any Partner.

                  5.3 Limitations on Rights and  Powers5.3Limitations  on Rights
and Powers. Except by the unanimous consent of the Partners, the General Partner
shall not have authority to:

                           (a) Require  additional  Capital  Contributions to be
made to the Partnership in addition to the Capital Contributions  required to be
made pursuant to Section 2.2;

                           (b) Enter into or commit to any agreement,  contract,
commitment  or obligation on behalf of the  Partnership  obligating  the Limited
Partner to  contribute  additional  capital,  to make or  guarantee a loan or to
increase the Partner's liability either to the Partnership or to third parties;

                           (c) Receive or permit any Partner or  Affiliate  of a
Partner to receive any fee or rebate  except as set forth in Section  5.5, or to
participate in any reciprocal  business  arrangements that would have the effect
of circumventing any of the provisions of this Agreement;

                           (d) Materially alter the business of the Partnership;

                           (e) Do any act in contravention of this Agreement;

                           (f) Possess  Property,  or assign  rights in specific
Property, for other than a Partnership purpose; or

                           (g) Admit any Person as a Partner.

Except as  otherwise  contemplated  by this  Agreement  or  provided  for in the
Initial  Business Plans, no action  specified on the attached Exhibit B shall be
taken by the General Partner without approval of the Partners.

                                       22

<PAGE>

                  5.4  Project  Development.   All  phases  of  site  selection,
development  and  construction  of Projects shall be carried out by employees of
PSA Affiliates and  independent  contractors  engaged by the General Partner for
and on behalf of the  Partnership.  In order for any  Qualifying  Project  to be
contributed to or acquired by the  Partnership,  and before the Limited  Partner
shall have to make any Capital  Contribution for such a Qualifying Project under
Section  2.2(b),  the General Partner shall complete all the items listed on the
acquisition  checklist  attached  as  Exhibit  C  to  the  satisfaction  of  the
Investment  Committee.  For any Project  other than those listed on Exhibits A-1
and A-2, plans and specifications shall be reviewed by a third-party  consultant
acceptable to the Limited  Partner and shall be paid for by the  Partnership not
to exceed  $1,500 per  Project,  with any excess  being paid for by the  Limited
Partner.  Copies of the final title policy in the amount of the Project Budgeted
Costs, deed into the Partnership and closing statement for the acquisition shall
be furnished to the Limited Partner's advisor and attorneys within 30 days after
payment of the initial Capital Contribution for a Project. A copy of an as built
survey shall be furnished to such advisor and  attorneys on or before the date a
Project becomes a Completed Project. The General Partner and the Limited Partner
shall attempt, to the extent feasible, to develop an approved list of architects
and  environmental  consultants  for  the  Projects.  PSA  Affiliates  shall  be
responsible  for  arranging,   supervising  and   coordinating  all  activities,
purchases  and  services  associated  with the  development  of each  Qualifying
Project which is or is to become a Project including,  without  limitation,  the
following:

                           (a) Review and  analysis of the  suitability  for the
Partnership of each Qualifying Project;

                           (b)  Negotiation  and  documentation  of the terms of
each acquisition of property for development;

                           (c) Conduct of such "due  diligence" and obtaining of
such  studies,  reports and  approvals  as are required in  connection  with the
prospective  acquisition  of each  property,  including  a review  and  studies,
reports and approvals, as required, as to soils, environmental issues, title and
survey matters, zoning and other land use issues and economic feasibility;

                           (d) Obtaining of necessary building permits and other
approvals required for development;

                           (e)  Negotiation  and closing of the  acquisition  of
each Qualifying Project;

                           (f)  Coordination  with  planners  and  engineers  on
matters relating to the design of each Qualifying  Project and any modifications
thereof;

                           (g) Coordination with contractors regarding costs and
performance of construction and other development activity;


                                       23


<PAGE>

                           (h)  Negotiation and preparation for execution by the
Partnership,  or for  the  account  of the  Partnership,  by PSA  Affiliates  of
construction  contracts and other  contracts  for the supply of services  and/or
material necessary to perform and complete the development of each Project;

                           (i)  Negotiation,  preparation  and  execution of all
change orders;

                           (j) Review and approval of  applications  for payment
submitted by contractors in connection  with the development of each Project and
maintenance of accurate and complete books of account and other records relating
thereto;

                           (k)  Negotiation  with  suppliers  of major  building
components,  if any, where such items are not covered by a general  construction
contract, and purchase of such components;

                           (l)  Performance of normal  business  functions of an
owner of  property  in  administering  all  aspects of the  development  of each
Project (including property acquisition);

                           (m) If necessary,  and not performed  under a general
contract,  submission  of  applications  to utility  companies and municipal and
governmental  authorities for, and obtaining of, agreements  relating to utility
and sewer  easements and the provision of adequate  utility and sewer service to
each Project; and

                           (n) The  engagement of such  independent  contractors
and  professional  firms  including,  but not  limited to,  construction  firms,
architects,  environmental consultants,  engineers, architects and attorneys, as
may be  required or  appropriate  in  connection  with the  foregoing,  it being
understood and agreed that virtually all of the activity described above in this
Section  5.4 will be  undertaken  by  independent  contractors  and firms  whose
charges  will  be  borne  by PSA  Affiliates  or by the  Partnership  as  herein
provided.

                  5.5 Compensation and Reimbursement. Subject to the limitations
provided  herein,  PSA  Affiliates  shall be entitled  to receive the  following
compensation and reimbursement from the Partnership:

                           (a) The  Partnership  shall enter into the Management
Agreement in the form  attached as Exhibit D (provided  that in the event of any
conflict  between the Management  Agreement and this  Agreement,  this Agreement
shall  prevail)  relative  to the  operation  and  management  of each  Project,
pursuant to which PSA  Affiliates  shall be entitled to receive a management fee
equal to 6% of gross operating revenues from each Project (not including revenue
earned  pursuant to the Master  Lease  Agreement  referred to in Section  5.5(e)
below or any revenue earned with respect to truck rental  operations  undertaken
at the Projects);

                           (b)  In  connection  with  the  development  of  each
Project,  PSA Affiliates shall be entitled to reimbursement for Land Acquisition
Costs, Basic Development Costs and PSA Affiliates  Operating Costs as and to the
extent provided in Section 2.2;
                                       24


<PAGE>

                           (c)   PSA    Affiliates    shall   be   entitled   to
reimbursement,  on  submission  of an  itemized  account,  of all  sums  paid to
unaffiliated  Persons  for goods and  materials  for the  direct  benefit of the
Partnership;

                           (d) PSA Affiliates shall be entitled to reimbursement
for the direct  personnel cost (without  overhead) for tax preparation and other
services  provided  for the  conduct  of the  Partnership's  affairs,  including
preparation  of  reports  to  the  Limited  Partner,   as   distinguished   from
acquisition,  development,  operation and  management of the Projects,  provided
such cost does not exceed the amount the  Partnership  would be  required to pay
other Persons not affiliated with the General  Partner for comparable  services;
and

                           (e) The Partnership shall enter into the Master Lease
Agreement  in the form  attached  as Exhibit E relative to the lease of space to
the General  Partner or its Affiliate in the Projects for retail storage related
uses involving the general public and self-storage tenants.

Except as expressly  provided  for in this Section 5.5 or otherwise  approved by
the Partners, no payment shall be made by the Partnership to a PSA Affiliate for
services of such PSA Affiliate or any officer or employee thereof.

                  5.6 Hazardous Materials.

                           (a) The General Partner shall use its best efforts to
keep and maintain the Property in compliance  with, and to not cause,  and shall
use its  reasonable  efforts to not permit,  the Property to be in violation of,
any Hazardous  Materials  Laws.  The General  Partner  shall not use,  generate,
manufacture, store or dispose of on, under or about the Property or transport to
or from the Property (and shall use its reasonable  efforts not to permit anyone
else to do any of the foregoing) in violation of any Hazardous Material Laws.

                           (b) The General Partner shall immediately  advise the
Partners in writing of (i) any and all enforcement,  cleanup,  removal, or other
governmental or regulatory actions instituted,  completed or threatened pursuant
to any Hazardous  Materials Laws of which actions the General Partner has actual
knowledge;  (ii) all claims made or  threatened  by any third party  against the
Partnership  or any Partner or the Property  relating to damage,  loss or injury
resulting  from,  or  contribution,  cost  recovery  or  compensation  for,  any


                                       25

<PAGE>



Hazardous  Materials,  of which claims the General Partner has actual  knowledge
(the matters set forth in clauses (i) and (ii) above are  collectively  referred
to in this  Agreement as "Hazardous  Materials  Claims");  and (iii) the General
Partner's  actual  knowledge of any occurrence or condition on any real property
adjoining  or in the  vicinity of the Property  that the General  Partner  knows
could cause the Property or any part  thereof to be subject to any  restrictions
on the ownership,  occupancy,  transferability  or use of the Property under any
Hazardous Materials Laws.

                           (c)  Without  the  prior  written   approval  of  all
Partners,  the General Partner shall not take any remedial action in response to
the presence of any Hazardous  Materials  on, under or about the  Property,  nor
enter into any settlement agreement,  consent decree other compromise in respect
to any Hazardous Materials Claims; provided, however, that the prior approval of
all Partners  shall not be necessary in the event that the presence of Hazardous
Materials  on,  under or about the  Property,  in the  reasonable  belief of the
General  Partner,  either  poses an  immediate  threat to the health,  safety or
welfare of any  individual  or is of such a nature  that an  immediate  remedial
response is necessary and it is not possible to obtain such  Partners'  approval
before taking such action, provided that in such event the General Partner shall
notify all Partners as soon as practicable of any action so taken.  All Partners
agree not to withhold  their  approval,  where  approval is required  under this
Agreement,  if either (i) a particular  remedial action is ordered by a court of
competent  jurisdiction,   or  (ii)  the  General  Partner  establishes  to  the
satisfaction  of the Partners  that there is no reasonable  alternative  to such
remedial  action  which  would  result  in less  impairment  of the value of the
Property.

        6. ACTION BY PARTNERS; INVESTMENT COMMITTEE

                  6.1 Action by Partners.  No annual or regular  meetings of the
Partners are required to be held. However,  meetings of the Partners may be held
if called by the  General  Partner or any  Partner  upon at least four  Business
Days' prior  written  notice.  Any consents  required of the Partners  hereunder
shall be in writing and shall be filed by the General Partner with the books and
records of the Partnership.

                  6.2 Investment Committee.6.2 Investment Committee.

                           (a)  The   Partnership   shall  have  an   investment
committee (the "Investment Committee") which shall consist of three members, two
of whom shall be appointed by the Limited Partner as its representatives and one
of whom  shall  be  appointed  by the  General  Partner  as its  representative.
Initially,  the Limited Partner appoints [two  representives of Limited Partner]
and the General Partner appoints Hugh W. Horne, as the members of the Investment
Committee.  In the  event  of the  death or  resignation  of any  member  of the
Investment Committee or the removal of any member of the Investment Committee by
the Partner who  appointed  the same,  the Partner  originally  appointing  such
member of the  Investment  Committee  shall have the right to appoint his or her
successor as its representative.

                           Meetings of the members of the  Investment  Committee
shall be held by conference  telephone or at the principal  executive  office of
the Partnership or another appropriate and convenient location designated by the
General Partner. Meetings may be called at any time by the General Partner or by
any member of the Investment  Committee upon at least seven Business Days' prior
written notice.  Alternatively,  any action requiring approval or consent of the
Investment  Committee may be taken in writing,  executed by any two of the three
members of the  Investment  Committee,  provided  one of the two  members is the
General Partner's  representative.  Any action requiring  approval or consent of
the  Investment  Committee  will be  deemed to mean  approval  or  consent  by a
majority of the Investment  Committee members. 

                           (b) Subject to Section 6.2(c),  in the event that any
PSA Affiliate desires to develop a Qualifying  Project before the earlier of (i)
the third anniversary of the Effective Date or (ii) the date the Partnership has
undertaken Projects that require or would require total Capital Contributions at
completion from Partners in excess of $220,000,000  (plus 3% of such amount,  to
the extent  expended in funding cost  overruns),  then the General Partner shall
afford the  Partnership  the first right and  opportunity to develop and own the
proposed  Qualifying  Project  on the  terms  and  conditions  set forth in this
Agreement.


                                       26

<PAGE>

                                    (i) In such case, the General  Partner shall
provide to the members of the Investment Committee a detailed description of the
Qualifying Project,  including any costs for which the General Partner's Capital
Account is to be  credited  under  Section  2.2(a)(iii),  preliminary  financial
projections and  development  costs in the form attached as Exhibit F-1 and such
other  pertinent  information  as  the  Investment  Committee  shall  reasonably
request.  Upon receipt thereof,  the Investment Committee shall have the option,
to be exercised  within 30 days, to give approval for the Qualifying  Project to
be undertaken by the Partnership as a Project. The Qualifying Projects described
on Exhibit A-2 hereto  shall be deemed to have been  approved by the  Investment
Committee, subject to Section 6.2(b)(iii).

                                    (ii) In the event the  Investment  Committee
shall  not  timely  elect  to, or elects  not to,  have the  Qualifying  Project
included as a Project  subject to the terms of this  Agreement,  PSA  Affiliates
shall be free to develop such Qualifying Project outside of the Partnership,  in
which event the Partnership and the Limited Partner shall have no further rights
or interests therein. In the event there shall be a 10% or greater change in the
aggregate costs or in the net rentable square footage of such Qualifying Project
(as compared to the  information  submitted under Section  6.2(b)(i)),  then the
Qualifying Project shall be resubmitted to the Investment  Committee pursuant to
this Section 6.2(b).

                                    (iii) If a  Qualifying  Project is  approved
based on the information submitted under Section 6.2(b)(i),  the General Partner
shall thereafter  provide to the members of the Investment  Committee  finalized
estimates  of  development  costs and costs of  funding  any  deficiency  in Net
Operating  Income  until the Project  experiences  three  consecutive  months of
positive  monthly Net Operating Income (such final estimates for a Project being
referred  to  as  "Project   Budgeted   Costs")  and  stabilized   yield-on-cost
projections  in the form  attached as Exhibit F-2. In the event those  finalized
estimates  reflect a 10% or greater change in the Project  Budgeted Costs or net
rentable square footage, or a reduction of over 25 basis points in Yield, of any
Project as compared to the information  submitted under Section  6.2(b)(i) (or a
10% or greater change in the Project  Budgeted Costs or reduction of over 12 1/2
basis points in Yield for those  Projects  described on Exhibit A-2),  then such
change must be approved by the Investment  Committee for such Qualifying Project
to be included as one of the Projects subject to the terms of this Agreement.

                           (c) The Partnership's first right to develop Projects
under Sections  1.7(b) and 6.2(b) shall  terminate if the General  Partner shall
have presented eight consecutive Qualifying Projects to the Investment Committee
that each  have a Yield of 11% per year or more,  and the  Investment  Committee
shall not have  caused  any of such  Qualifying  Projects  to be  included  as a
Project pursuant to this Agreement.

                           (d) The General  Partner  shall  prepare and submit a
Business  Plan to the  Investment  Committee  on or before  November  15 of each
Fiscal Year that shall apply to the  twelve-month  period beginning on January 1
of the  subsequent  Fiscal  Year.  The Annual  Business  Plan  shall  include an
estimated budget for each Completed Project for the subsequent Fiscal Year and a
report aggregating all such information for all Completed Projects.

                           (e)  The  General   Partner   shall  provide  to  the
Investment  Committee any report that any member might  reasonably  request,  if
available  without  significant cost or effort,  including,  but not limited to,
analyses of the Properties and the market,  market rent surveys,  tenant traffic
reports,  tenant turnover  statistics,  tenant demographic  profiles,  projected
market  values,   projected  income  and  expense  statements,   projected  cost
breakdowns and cash flow  analyses,  summaries of the overall plan of operations
and contemplated  transactions,  insurance  coverages and the like applicable to
the Properties.

                                       27

<PAGE>


                  6.3 Investment Programs. In the event that during the first 12
months  after  the PSA  Affiliates  are no  longer  required  to  afford  to the
Partnership  the first right to develop  and own  Qualifying  Projects,  any PSA
Affiliate  develops a program  for  institutional  investors  to develop and own
self-storage  facilities,  such PSA Affiliate  will provide the Limited  Partner
with information  concerning such program and will first negotiate in good faith
with the Limited  Partner  concerning its  participation  in such program before
approaching other institutional investors.

        7. BOOKS AND RECORDS; FISCAL MATTERS

                  7.1 Books and Records.  The  Partnership  shall keep  adequate
financial  books and records in accordance  with generally  accepted  accounting
principles.  The  books and  records  shall be kept at the  principal  executive
office of the Partnership and shall set forth a true and accurate account of all
business  transactions  arising out of and in connection with the conduct of the
Partnership.  Any Partner or its designated representative shall have the right,
at any reasonable  time during  ordinary  business  hours, to have access to and
inspect  and copy the  contents  of any of the  Partnership's  books and records
(financial  or  otherwise)  and  records of any PSA  Affiliates  relating to the
Projects. The Partnership shall not, without the consent of the Partners,  which
shall not be unreasonably withheld or delayed, vary the Partnership's accounting
methods,  change its Fiscal Year or make other major  decisions  with respect to
treatment of various transactions for bookkeeping or accounting purposes.

                  7.2  Reports.  The  General  Partner  shall  furnish  to  each
Partner,  at the expense of the Partnership,  such statements and reports of the
Partnership  as the  Partners may  determine or which may be required  under the
Act, including the following:

                           (a)  within  25  days  of  the  end  of  each  month,
operating  statements  for  each  of the  Projects  for  such  month,  including
occupancy reports, a consolidated  operating  statement of the Projects for that
month and a statement detailing Partnership investment of funds;

                           (b)  within 40 days of the end of each of the  fiscal
quarters of each Fiscal Year, a balance  sheet, a profit and loss  statement,  a
statement  of cash  flows  and a  statement  of  changes  in  partner's  capital
accounts,  which  statements  need  not be  audited  but  shall be  prepared  in
accordance with generally accepted accounting  principles (except that quarterly
statements  need not  include  footnotes),  and  shall be  certified  as  fairly
presenting the financial  results by the chief financial  officer of the General
Partner;

                           (c)  within 40 days of the end of each of the  fiscal
quarters of each Fiscal Year, a report  setting  forth the variance  between the
Project operating budget and actual results on a Project and consolidated basis;
and

                           (d)  within 90 days of the end of each  Fiscal  Year,
audited  financial  statements of the Partnership for such Fiscal Year certified
by Ernst & Young LLP or such  other  so-called  "Big  Six"  firm of  independent
public accountants as may be approved by the Investment Committee.

                                       28

<PAGE>


                  Examples of the reports  required by Section  7.2(a),  (b) and
(c) are attached hereto as Exhibit M.

                  7.3 Tax  Information.  The  General  Partner  shall  cause the
Partnership  accountants  to prepare  and file on a timely  basis all income and
other tax  returns  of the  Partnership.  The  General  Partner  shall  have the
accounting firm that audits the  Partnership's  financial  statements or another
accounting firm approved by the Investment Committee review and sign as preparer
the  Partnership's  Federal and state  income tax returns.  The General  Partner
shall  submit such  Federal  income tax  returns to the Limited  Partner for the
Limited  Partner's review at least ten Business Days before filing such returns.
The General  Partner shall furnish to the Limited Partner a copy of such return,
together  with any  schedules  or  other  information  which  each  Partner  may
reasonably  require in connection  with such Partner's own tax affairs within 90
days of the end of each Fiscal Year.

                  7.4 Fiscal Year. The Fiscal Year of the  Partnership  shall be
the calendar year.

                  7.5  Tax  Matters  Partner.  The  General  Partner  is  hereby
designated by the Partners as, and shall be  specifically  authorized to act as,
the "Tax Matters Partner" under the Code and in any similar capacity under state
or local law,  and to expend  Partnership  funds for  professional  services and
costs associated therewith.

                  7.6 Tax  Elections  Made by  Managing  Partner.2  The  General
Partner  on behalf of the  Partnership  may make any and all  elections  for tax
purposes  with  respect to the  Partnership,  with the  consent  of the  Limited
Partner,  which  consent will not be  unreasonably  withheld or delayed.  At the
request of any Partner, the Partnership will make an election under Code Section
754

                  7.7 Taxation as a  Partnership.  The  Partners  will use their
best efforts to cause the  Partnership to be treated as a partnership for income
tax purposes.

                  7.8 Avoidance of Unrelated Business Taxable Income.The General
Partner  acknowledges  that the Limited Partner  generally  expects to be exempt
from federal income taxes,  and wishes to avoid receipt of income that otherwise
would be considered unrelated business taxable income. Accordingly,  the General
Partner  shall use its best efforts to conduct the  Partnership's  operations at
all times in a manner  that will avoid  subjecting  the  Limited  Partner or any
Affiliate  to  regular  corporate  income tax or to tax on  "unrelated  business
taxable  income" under Section 511 of the Code. In  furtherance of the foregoing


                                       29


<PAGE>


(and not in limitation  thereof),  notwithstanding any other provision herein to
the contrary,  absent  specific  written  approval of the Limited  Partner,  the
Partnership  shall  conduct its  operations  in  accordance  with the  following
provisions at all times:

                           (a) The  Partnership's  business  shall be limited to
owning,  operating,  and disposing of the Projects.  The  Partnership  shall not
engage in any other business activities.

                           (b) The  Partnership  shall not incur or continue any
"acquisition indebtedness" as defined in Section 514 of the Code.

                           (c) The  Partnership  shall be a lessor  of  personal
property  only if the  rents  attributable  to  such  personal  property  are an
incidental  amount of the total rents  received or accrued under a lease of real
property within the meaning of Section 512(b)(3)(A)(ii) of the Code.

                           (d) The  Partnership's  lease  agreements  shall  not
provide  for  rents  that  depend in whole or in part on the  income or  profits
derived by any Person from the leased property.

                           (e) The  Partnership  shall not  provide  services to
lessees of the Property,  other than  services  that are usually or  customarily
rendered in connection with the rental of space for occupancy only.

                           (f) The Partnership shall not hold property primarily
for sale to customers in the ordinary  course of business or hold stock in trade
or property of a kind which  would be  included in  inventory  if on hand at the
close of its taxable year.

        8. TRANSFER OF INTERESTS

                  8.1  Transfer of Interest  of General  Partner8.1  Transfer of
Interest of General  Partner.  The General Partner shall not Transfer all or any
portion of its Interest in the Partnership  except in connection with the merger
or  reorganization of the General Partner into another entity or the transfer of
all or substantially  all the assets of, or ownership in, the General Partner or
the assumption of the rights and  obligations of the General  Partner by another
entity in connection with any such transaction.

                  8.2  Transfer of Interest of Limited  Partner 8.2  Transfer of
Interest of Limited  Partner.  The Limited Partner shall not Transfer all or any
portion of its Interest unless all of the following conditions are satisfied, in
which  event the  transferee  of such  Interest  shall be  admitted as a Limited
Partner:

                           (a) Such transfer is approved by the General  Partner
and each Partner.


                                       30


<PAGE>

                           (b) The transferor  and transferee  shall execute and
deliver to the Partnership  such documents and instruments of transfer as may be
necessary or appropriate in the opinion of counsel to the  Partnership to effect
such Transfer and to confirm the agreement of the  transferee to be bound by the
provisions of this Agreement as a Partner.  In all cases, the Partnership  shall
be reimbursed by the  transferor  and/or  transferee  for all costs and expenses
that it reasonably incurs in connection with such Transfer.

                           (c) The transferor  shall furnish to the  Partnership
an opinion of counsel,  which counsel and opinion shall be  satisfactory  to the
Partnership,  that the Transfer will not cause the  Partnership to terminate for
federal  income  tax  purposes  or  that  such a  termination  will  not  have a
significant adverse effect on the Partnership or its Partners.

                           (d) The transferor  and transferee  shall furnish the
Partnership with the transferee's  taxpayer  identification  number,  sufficient
information  to  determine  the  transferee's  initial tax basis in the Interest
transferred,  and any other  information  reasonably  necessary  to  permit  the
Partnership to file all required federal and state tax returns and other legally
required information  statements or returns.  Without limiting the generality of
the foregoing,  the Partnership  shall not be required to make any  distribution
otherwise  provided  for in  this  Agreement  with  respect  to any  transferred
Interest until it has received such information.

                           (e)  Either  (i) such  Transfer  shall be  registered
under  the  Securities  Act of  1933,  as  amended,  and  any  applicable  state
securities  laws,  or (ii) the  transferor  shall provide an opinion of counsel,
which  opinion and counsel  shall be  satisfactory  to the  Partnership,  to the
effect  that  such  Transfer  is exempt  from all  applicable  registration  and
qualification   requirements  and  that  such  Transfer  will  not  violate  any
applicable laws regulating the sale of securities.

                  8.3  Prohibited  Transfers.   Any  purported  Transfer  of  an
Interest not satisfying the  requirements  of Section 8.2 shall be null and void
and of no effect  whatever;  provided  that, if the  Partnership  is required by
proper  authority to recognize a Transfer not  satisfying  the  requirements  of
Section  8.2,  the  Interest  transferred  shall  be  strictly  limited  to  the
transferor's  rights  to  allocations  and  distributions  as  provided  by this
Agreement  with  respect to the  transferred  Interest,  which  allocations  and
distributions  may be applied  (without  limiting  any other legal or  equitable
rights of the Partnership) to satisfy any debts,  obligations or liabilities for
damages  that the  transferor  or  transferee  of such  Interest may have to the
Partnership.  Except as otherwise  required under the Act, such transferee shall
have  no  right  to  any  information  or  accounting  of  the  affairs  of  the
Partnership,  shall not be  entitled  to  inspect  the books or  records  of the
Partnership,  and shall not have any of the rights of a Partner under the Act or
this Agreement until such time, if at all, that it is admitted as a Partner.  In
the case of a  Transfer  or  attempted  Transfer  of an  Interest  that is not a
permitted  Transfer,  the  parties  engaging  or  attempting  to  engage in such
Transfer shall indemnify and hold harmless the Partnership and all Partners from
all cost,  liability and damage that any of such  indemnified  Persons may incur
(including,  without  limitation,  incremental tax liability and attorneys' fees
and expenses) as a result of such Transfer or attempted  Transfer and efforts to
enforce the indemnity granted hereby.

                                       31

<PAGE>


                  8.4  Representations;  Legend.  Each Partner hereby represents
and warrants to the Partnership and the Partners that such Partner's acquisition
of an Interest hereunder is made as principal for such Partner's own account and
not for resale or  distribution  of such Interest.  Each Partner  further hereby
agrees  that the  following  legend may be placed upon any  counterpart  of this
Agreement,   or  any  other  document  or  instrument  evidencing  ownership  of
Interests:

                       The Interest  represented  by this  document has not been
registered under any securities laws and the transferability of such Interest is
restricted. Such Interest may not be sold, assigned or transferred, nor will any
assignee,  vendee,  transferee  or  endorsee  thereof  be  recognized  as having
acquired  any  such  Interest  by the  issuer  for any  purposes,  unless  (i) a
registration  statement  under the  Securities  Act of 1933,  as  amended,  with
respect  to the  transfer  of such  Interest  shall  then be in effect  and such
transfer has been qualified under all applicable  state securities laws, or (ii)
the availability of an exemption from such registration and qualification  shall
be established to the satisfaction of counsel to the Partnership.

                       The Interest  represented  by this document is subject to
restriction as to its sale,  transfer,  hypothecation or assignment as set forth
in the Limited  Partnership  Agreement of PSAF  Development  Partners,  L.P. and
agreed to by each Partner.  Said provision  restricts,  among other things,  the
right of any transferee to become a Partner. Said Agreement further provides for
an option to purchase the Interest  represented  by this document  under certain
circumstances described therein.

                  8.5  Distributions  and  Allocations in Respect to Transferred
Interests.  If  any  Interest  is  sold,  assigned  or  transferred  during  any
accounting  period in compliance with the provisions of this Section 8, Profits,
Losses,  each item thereof and all other items  attributable  to the transferred
Interest for such period shall be divided and allocated  between the  transferor
and the  transferee by taking into account their  varying  interests  during the
period in accordance with Code Section 706(d),  using any conventions  permitted
by law and selected by the transferring Partners. All distributions on or before
the date of such transfer shall be made to the transferor, and all distributions
thereafter  shall be made to the transferee.  Solely for purposes of making such
allocations and distributions, the Partnership shall recognize such transfer not
later than the end of the calendar month during which it is given notice of such
transfer, provided that if the Partnership does not receive a notice stating the
date such Interest was  transferred  and such other  information  as the General
Partner may  reasonably  require  within 30 days after the end of the accounting
period  during  which  the  transfer  occurs,  then all of such  items  shall be
allocated,  and all distributions shall be made, to the Person who, according to
the books and  records  of the  Partnership,  on the last day of the  accounting
period during which the transfer occurs, was the owner of the Interest.  Neither
the Partnership,  the General Partner nor the Partners shall incur any liability
for making  allocations and  distributions  in accordance with the provisions of
this Section 8.5,  whether or not the  Partnership,  the General  Partner or the
Partners have knowledge of any transfer of ownership of any Interest.


                                       32


<PAGE>

                  8.6 Right to Transfer.  Notwithstanding anything herein to the
contrary,  both the General  Partner and Limited Partner shall have the right to
Transfer their Interests to an Affiliate,  provided that such Transfer shall not
relieve such Partner of its obligations under this Agreement.

        9. OPTIONS TO PURCHASE

                  9.1 General Partner's Option to Purchase.  The General Partner
shall have the right and option (but not the  obligation) to purchase all of the
Interest of the Limited  Partner on the terms and  conditions  set forth in this
Section 9. The option  granted  pursuant to this Section may be exercised by the
General Partner by delivery of a notice (the "General Partner Purchase  Notice")
to the Limited  Partner at any time within the two year  period  commencing  the
later of: (i) three  years from the date final  certificates  of  occupancy  (or
their  equivalents)  have  been  received  for 90%  (calculated  on the basis of
relative net rentable  square  footage) of the Projects,  or (ii) April 10, 2002
(the date the General Partner Purchase Notice is delivered will be the "Purchase
Notice Date"). As a condition to exercise of the option granted pursuant to this
Section 9.1, the General  Partner agrees that any PSA Common Shares to be issued
to the Limited Partner hereunder (i) will be registered under the Securities Act
on Form S-3,  Form S-4 or  otherwise  either at the time of issuance or no later
than 30 days after such  issuance,  and (ii) will be approved for listing on the
Exchange upon official notice of issuance.  If the General Partner exercises its
option and the General  Partner  determines that it does not wish to continue to
hold an ownership  interest in certain of the  Projects,  the Partners  agree to
cooperate to have the Partnership dispose of those Projects.

                  9.2 Consideration.

                           (a) The purchase consideration payable by the General
Partner to the Limited Partner shall be the Net Equity of the Limited  Partner's
Interest  determined as follows.  As to the amount of the Net Equity represented
by the Interest to be purchased,  the Limited  Partner may elect to receive cash
or PSA Common Shares,  in such  proportions as the Limited Partner may elect, by
written  notice to the General  Partner  within 30 days of the  Purchase  Notice
Date. Failure of the Limited Partner to timely designate its election to receive
any  portion  in PSA  Common  Shares  shall  constitute  the  Limited  Partner's
irrevocable  election to receive cash for all of its  Interest.  In any case, if
the  Limited  Partner's  Net  Equity  with  respect to the  Interest  purchased,
combined with all prior distributions received by the Limited Partner,  produces
a Stock  Shortfall,  an amount equal to the Stock Shortfall shall be paid in PSA
Common  Shares.  The Limited  Partner shall also have the option to purchase for
cash  additional PSA Common Shares in an amount equal to the amount of any prior
distributions  to the Limited  Partner  pursuant  to Sections  4.2 or 10.2 (this
option  must be  exercised  at the same time as the  Limited  Partner  makes its
election with respect to the Net Equity).  The number of PSA Common Shares to be
issued shall be determined by combining  the amount of the Stock  Shortfall,  if
any, the portion of the Net Equity the Limited  Partner elects to receive in PSA
Common Shares,  and any optional cash purchase  relating to prior  distributions
under  Sections  4.2 and 10.2,  and  dividing  that sum by 98.5% of the  Average
Price.

                                       33

<PAGE>

                           (b) The  Limited  Partner  will not be  permitted  to
elect to receive any portion of the consideration for its Interest in PSA Common
Shares if the Limited Partner has sold (to the extent it directly  controls such
sale) any PSA Common Shares at any time between the Purchase Notice Date and the
closing  contemplated by Section 9.5. The General Partner agrees that there will
be no  purchases  of PSA Common  Shares by PSA  Affiliates  at any time  between
notice from the Limited  Partner that it elects to receive PSA Common Shares and
the closing  contemplated  by Section 9.5. No  Affiliate of the General  Partner
under the actual control of the General Partner shall purchase PSA Common Shares
during the period described above for consideration having an aggregate value of
more than  $500,000,  and the General  Partner shall use  reasonable  efforts to
preclude any other Affiliate of the General Partner from affecting  purchases of
PSA Common Shares during such period for consideration having an aggregate value
of more than $500,000.  The foregoing  shall not preclude or limit  purchases at
any time by the General Partner or any of its Affiliates of PSA Common Shares as
part of an ongoing  purchase  program in transactions  satisfying the conditions
contained in paragraph (b) of Rule 10b-18 under the  Securities  Exchange Act of
1934, as amended.

                  9.3 Determination of Net Equity. The Net Equity of the Limited
Partner's  Interest  to be  purchased  shall  be  determined,  without  audit or
certification,  from the books and  records  of the  Partnership  by the firm of
independent  public accountants  regularly employed by the Partnership.  The Net
Equity of the Limited  Partner's  Interest to be purchased  shall be  determined
within 15 days after such accountants are apprised in writing of the Fair Market
Value of the  Property,  and the amount of such Net Equity shall be disclosed to
the Partners by written notice. The Net Equity determination of such accountants
shall be final and binding in the absence of manifest error.

                  9.4  Determination of Fair Market Value. The Fair Market Value
of the Property shall be determined as follows:

                           (a) The  General  Partner  shall  provide the Limited
Partner its  estimate  of the value of the  Property  with the  General  Partner
Purchase  Notice.  If the Limited  Partner does not provide the General  Partner
with an  approval  of the  estimate  of value  within 45 days of  receiving  the
General  Partner's  estimate of value of the Property,  then such value shall be
deemed to be rejected as its Fair Market Value.

                           (b)  If  the  Limited  Partner  rejects  the  General
Partner's  estimate of value, then the General Partner shall engage an Appraiser
(the "First  Appraiser").  The First  Appraiser's  engagement  shall require the
Appraiser to determine the Appraised  Value of the Property,  and to submit such
appraisal  and  determination  to each of the  General  Partner  and the Limited
Partner within 60 days of engagement.

                           (c)  Within 20 days after  receipt of such  appraisal
and determination,  the Limited Partner shall notify the General Partner and the
First  Appraiser as to whether it accepts or rejects the Appraised  Value of the
Property.  If the  Limited  Partner  rejects  the  Appraised  Value of the First
Appraiser,  it shall  engage  another  Appraiser  (the "Second  Appraiser")  and
include its name in the notice of rejection. In the absence of acceptance of the
Appraised  Value prepared by the First  Appraiser,  the Limited Partner shall be
deemed  to  have  rejected  the  Appraised  Value  as  determined  by the  First
Appraiser.  If the  Limited  Partner  accepts the  Appraised  Value of the First
Appraiser, then such value shall be deemed the Fair Market Value.

                                       34

<PAGE>

                           (d) The Second  Appraiser's  engagement shall require
the Appraiser to determine the  Appraised  Value of the Property,  and to submit
such appraisal and  determination to each of the General Partner and the Limited
Partner within 60 days of engagement.

                           (e) If the lower of the Appraised  Values  determined
by the First and  Second  Appraisers  is at least 90% of the higher of those two
Appraised  Values,  then the Fair Market Value shall be the average of those two
Appraised Values. If the difference between the Appraised Values is greater than
10%, then the First  Appraiser  and the Second  Appraiser  shall engage  another
Appraiser  (the "Third  Appraiser")  to  determine  the  Appraised  Value of the
Property,  and to submit such appraisal and determination to each of the General
Partner and the Limited Partner within 60 days of engagement.

                           (f) If a Third  Appraiser is so engaged,  the average
of the  highest  Appraised  Value  and  the  lowest  Appraised  Value  shall  be
determined.  If the remaining  Appraised  Value (the Appraised  Value that is in
between the highest and the lowest) is no more than 5% greater than, and no more
than 5% less than,  the average of the  highest and the lowest,  the Fair Market
Value shall be the average of the highest and lowest  Appraised  Values.  If the
middle  Appraised Value is outside of that range, the Fair Market Value shall be
the average of the two Appraised Values that are closest to each other.

                           (g) All costs of any appraisal process shall be borne
50% by the General Partner and 50% by the Limited Partner.

                           (h)  Notwithstanding  anything in this Section 9.4 to
the  contrary,  the Fair Market Value of the Property  shall be deemed to be the
General  Partner's  estimate of the value of the Property in the General Partner
Purchase  Notice,  provided  (i) such  estimate  of value will result in amounts
distributed  to  the  Limited  Partner  under  this  Agreement   (including  any
guaranteed  payments made under Section  2.2(e)) equal to the sum of the Limited
Partner's Capital Contributions and the aggregate Priority Return of the Limited
Partner  accrued  from the  Effective  Date to a date 20 days after the  General
Partner  Purchase  Notice with the Priority  Return for purposes of this Section
9.4(h) and Section 12.1 computed  using monthly  compounding at the monthly rate
of one twelfth of 11 1/2% (the  "Maximum  Return") and (ii) the Limited  Partner
agrees that the General  Partner's  estimate of value will result in the Limited
Partner  receiving the Maximum Return,  which agreement will not be unreasonably
denied or delayed. If the parties are unable to reach such agreement, the matter
will be arbitrated in accordance with Section 14.19.


                                       35


<PAGE>

                  9.5  Closing.  The  closing  of the  purchase  and sale of the
Limited Partner's Interest shall occur at the principal  executive office of the
Partnership on a date and time mutually agreeable to the General Partner and the
Limited  Partner,   which  shall  not  be  later  than  20  days  following  the
determination of the Fair Market Value. At the closing, the Limited Partner will
deliver  or  cause  to be  delivered  to the  General  Partner  (i)  appropriate
assignments  or other  documents  sufficient to transfer good and valid title to
the Interest to be purchased, free and clear of all liens and encumbrances;  and
(ii) such other  documents as the General  Partner or its counsel may reasonable
request.  At the  closing,  the  General  Partner  will  deliver  or cause to be
delivered to the Limited Partner (i) to the extent the Limited Partner elects to
receive cash, a wire transfer or bank cashier's  check in the amount to which it
is  entitled  hereunder,  and (ii) to the extent the Limited  Partner  elects to
receive PSA Common Shares,  certificates  representing  the number of PSA Common
Shares to which it is entitled hereunder.

                  9.6 Limited  Partner's  Option to  Purchase.  In the event the
General  Partner shall fail to timely  exercise the option to purchase set forth
in Section 9.1 above, the Limited Partner shall have the option to purchase from
the  Partnership  any or all of the  Properties on the terms and  conditions set
forth herein.  The option  granted  pursuant to this Section may be exercised by
the  Limited  Partner by delivery of a notice  (the  "Limited  Partner  Purchase
Notice") to the General Partner at any time within the 180 day period commencing
on the earlier to occur of (i) the day  immediately  following the expiration of
the period during which the General  Partner was entitled to exercise the option
set forth in  Section  9.1 or (ii) the day  immediately  following  delivery  of
written  notice from the  General  Partner to the  Limited  Partner  waiving the
General  Partner's  option.  Such Limited Partner  Purchase Notice shall specify
those  Properties  which the Limited  Partner  elects to  purchase.  The Limited
Partner shall not be entitled to deliver more than one Limited Partner  Purchase
Notice.  In the event the Limited  Partner  Purchase  Notice is  delivered,  the
Properties  designated  therein shall be purchased by the Limited Partner on the
terms and conditions of this Section 9, modified and supplemented as follows:

                           (a) The purchase price of the  designated  Properties
shall be their Fair Market Values;

                           (b) The purchase price for the designated  Properties
shall be paid in cash, by wire transfer or bank cashier's check, at the closing;
and

                           (c) Closing costs and expenses shall be allocated 50%
to the Limited  Partner  and 50% to the General  Partner and items of income and
expense shall be appropriately prorated as of the date of closing.

        10. DISSOLUTION AND WINDING UP

                  10.1 Liquidating  Events.  The Partnership  shall dissolve and
commence  winding  up and  liquidating  upon  the  first  to occur of any of the
following (a "Liquidating Event"):

                           (a)  The  sale  of  all or  substantially  all of the
Property;

                                       36

<PAGE>

                           (b)  The  vote by the  General  Partner  and  100% in
Percentage  Interest of the  Partners to  dissolve,  wind up and  liquidate  the
Partnership;

                           (c) The  failure of the  General  Partner to exercise
the option to purchase provided in Section 9.1 by the end of the two-year period
specified  therein and the failure of the Limited Partner to exercise its option
provided  in  Section  9.6 as to all the  Properties  by the end of the  180-day
period specified therein;

                           (d) The occurrence of any of the events  specified in
Section 15681 of the Act; or

                           (e) 5:00 p.m., Pacific time, December 31, 2012.

                  The Partners hereby agree that,  notwithstanding any provision
of applicable law, the Partnership shall not dissolve prior to the occurrence of
a Liquidating Event.

                  10.2 Winding Up. Upon the  occurrence of a Liquidating  Event,
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.  In such event, 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 General Partner,  any Person elected by a majority in Percentage  Interest
of the  Partners)  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 Property shall be liquidated as promptly as is
consistent with obtaining the fair value thereof, and the proceeds therefrom, to
the  extent  sufficient  therefor,  shall  be  applied  and  distributed  in the
following order:

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

                           (b) Second,  to the payment and  discharge  of all of
the Partnership's debts and liabilities to the Partners; and

                           (c)  The   balance,   if  any,  to  the  Partners  in
accordance   with  their   Capital   Accounts,   after  giving   effect  to  all
contributions,  distributions  and  allocations  for  all  periods  (other  than
distributions  and  contributions  made  pursuant  to this  Section  10.2(c) and
deductions  attributable thereto);  provided,  however, that if, prior to making
distributions  pursuant  to this  Section  10.2(c),  the  General  Partner has a
positive  Capital  Account  and if the  cumulative  allocations  to the  Limited
Partner, pursuant to Sections 3.1(a), 3.1(b), 3.4(a), and 3.4(b), were less than
the sum of (A) the cumulative  Priority  Return accrued for the Limited  Partner
from the  Effective  Date to the date of  liquidation  less  the  amount  of any
guaranteed  payments made  pursuant to Section  2.2(e),  and (B) the  cumulative
Losses  allocated  to the Limited  Partner  pursuant  to Section  3.2, an amount
otherwise  distributable to the General Partner pursuant to this Section 10.2(c)
equal to the  amount  of such  shortfall  shall be deemed  recontributed  by the
General  Partner to the  Partnership  and shall be  distributed  to the  Limited
Partner as a guaranteed payment pursuant to Section 2.2(e).

                                       37

<PAGE>


                  10.3 Special Rights to Acquire PSA Common Shares.  The General
Partner  shall  notify the  Limited  Partner at least 60 days prior to the final
contemplated  distribution  pursuant to Section 10.2. The Limited  Partner shall
have the option,  to be exercised  within ten Business  Days of such notice,  to
apply all or any portion of that  distribution  (plus an amount in cash equal to
any prior distributions to the Limited Partner pursuant to Sections 4.2 or 10.2)
to purchase as of the date of such  distribution PSA Common Shares. In addition,
if the  distribution  would cause a Stock  Shortfall,  the General Partner shall
contribute cash equal to the amount of the Stock  Shortfall to the  Partnership,
the  Partnership  shall  distribute  that  amount to the  Limited  Partner  as a
guaranteed  payment,  and the Limited Partner shall  concurrently use that added
distribution  to purchase PSA Common  Shares.  The number of shares to be issued
shall be determined  by dividing the total amount to be used to purchase  shares
by 98.5% of the Average Price. Any such purchase and sale shall otherwise comply
with the applicable provisions of this Agreement.

                  10.4  Compliance with Timing  Requirements of Regulations.  In
the event the  Partnership  is  "liquidated"  within the meaning of  Regulations
Section  1.704-1(b)(2)(ii)(g),  (a) distributions shall be made pursuant to this
Section 10 to the Partners who have positive Capital Accounts in compliance with
Regulations  Section  1.704-1(b)(2)(ii)(b)(2),  and (b) if a  Partner's  Capital
Account  has a  deficit  balance  (after  giving  effect  to all  contributions,
distributions  and allocations for all taxable years,  including the year during
which such liquidation occurs), such Person shall have no obligation to make any
contribution to the capital of the Partnership with respect to such deficit, and
such deficit shall not be considered a debt owed to the Partnership or any other
Person for any purpose  whatsoever.  In the discretion of the General Partner, a
pro rata  portion  of the  distributions  that  would  otherwise  be made to the
Partners pursuant to this Section 10 may be:

                           (a)  Distributed  to  a  trust  established  for  the
benefit of the  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 Partners
arising out of or in  connection  with the  Partnership.  The assets of any such
trust shall be  distributed to the Partners from time to time, in the reasonable
discretion  of the  General  Partner,  in the  same  proportions  as the  amount
distributed  to  such  trust  by  the  Partnership  would  otherwise  have  been
distributed to the Partners pursuant to this Agreement; or

                           (b)  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  Partners  as  soon  as
practicable.



                                       38


<PAGE>

                  10.5 Rights of Partners.  Except as otherwise provided in this
Agreement  each Partner shall look solely to the assets of the  Partnership  for
the  return of its  Capital  Contribution  and  shall  have no right or power to
demand or receive property other than cash from the Partnership.

        11. INDEMNIFICATION

                  11.1 Indemnification. The Partnership shall indemnify and hold
harmless the Partners,  their  Affiliates,  the Limited Partner's  advisor,  and
their  respective  officers,   directors,   employees,   agents  and  principals
(individually,  an  "Indemnitee")  from and against any and all losses,  claims,
demands, costs, damages, liabilities,  joint and several, expenses of any nature
(including  reasonable  attorneys' fees and  disbursements),  judgments,  fines,
settlements and other amounts arising from any and all claims, demands, actions,
suits or proceedings, whether civil, criminal,  administrative or investigative,
in which the  Indemnitee  was involved or may be involved,  or  threatened to be
involved, as a party or otherwise,  arising out of or incidental to the business
of the Partnership,  excluding liabilities to any Partner, regardless of whether
the Indemnitee continues to be a Partner, an Affiliate, or an officer, director,
employee,  agent or principal  of the Partner at the time any such  liability or
expense is paid or incurred,  to the fullest extent permitted by the Act and all
other applicable laws;  provided that such indemnity shall not extend to actions
not taken in good faith by any such  Indemnitee  and shall not extend to actions
taken by the  property  manager  (which  is  indemnified  under  the  Management
Agreement) in its capacity as such pursuant to the Management Agreement.

                  11.2 Expenses. Expenses incurred by an Indemnitee in defending
any claim,  demand,  action,  suit or proceeding  subject to Section 11.1 shall,
from time to time, be advanced by the Partnership prior to the final disposition
of  such  claim,  demand,  action,  suit  or  proceeding  upon  receipt  by  the
Partnership  of an  undertaking  by or on behalf of the Indemnitee to repay such
amount  if it shall  be  determined  that  such  Person  is not  entitled  to be
indemnified as authorized in Section 11.1.

                  11.3 Indemnification Rights Nonexclusive.  The indemnification
provided by Section 11.1 shall be in addition to any other rights to which those
indemnified  may be entitled  under any  agreement,  vote of the Partners,  as a
matter  of law or  equity or  otherwise,  both as to action in the  Indemnitee's
capacity  as a  Partner,  the  General  Partner,  an  Affiliate  or an  officer,
director,  employee,  agent or  principal  of a Partner  and as to any action in
another capacity, and shall continue as to an Indemnitee who has ceased to serve
in such  capacity  and shall  inure to the  benefit  of the  heirs,  successors,
assigns and administrators of the Indemnitee.

                  11.4  Errors and  Omissions  Insurance.  The  Partnership  may
purchase and maintain insurance,  at the Partnership's expense, on behalf of the
General  Partner,  the  Partners and such other  Persons as the General  Partner
shall  determine,  against any liability  that may be asserted  against,  or any
expense that may be incurred by, such Person in connection  with the  activities
of the  Partnership  and/or  the  General  Partner's  or the  Partners'  acts or
omissions as the General Partner and Partners of the  Partnership  regardless of
whether the  Partnership  would have the power to indemnify  such Person against
such liability under the provisions of this Agreement.

                                       39

<PAGE>


                  11.5  Assets of the  Partnership.  Any  indemnification  under
Section 11.1 shall be satisfied solely out of the assets of the Partnership.  No
Partner  shall be subject to personal  liability or required to fund or to cause
to be funded any obligation by reason of these indemnification provisions.

        12. DEFAULTING EVENT REMEDIES

                  12.1 Election to Purchase Defaulting  Partner's  Interest.  In
the event that a Partner becomes a Defaulting Partner, the nondefaulting Partner
shall have the option to purchase the Interest of the Defaulting  Partner in the
Partnership,  with any such  election  to be made by the  nondefaulting  Partner
giving notice of such election to the  Defaulting  Partner  within 30 days after
the  nondefaulting  Partner first  discovers that the other Partner has become a
Defaulting Partner (and so notifies the Defaulting  Partner in writing).  In the
event that the General Partner is the Defaulting  Partner and shall at that time
be able to exercise the option to purchase  the Interest of the Limited  Partner
under Section 9.1, then the General  Partner can exercise its Section 9.1 option
within 30 days after such notice,  provided that (i) the  consideration  for the
Limited Partner's Interest shall be an amount that, when taken into account with
all prior distributions to the Limited Partner (including  guaranteed payments),
will cause the  Limited  Partner  to have  received  the  return of its  Capital
Contributions  and an aggregate  return  accrued from the Effective  Date to the
date of payment  computed at the Maximum Return (as defined in Section  9.4(h)),
and (ii) the closing under Section 9.5 shall take place within 20 days following
the date of exercise of such option.

                  12.2  Purchase  Price of  Defaulting  Partner's  Interest.  If
either Partner becomes a Defaulting Partner, in the event that the nondefaulting
Partner elects under Section 12.1 to purchase the Defaulting Partner's Interest,
the  purchase  price  of such  Interest  shall  be 60% of the  Adjusted  Capital
Contribution   of  the  Defaulting   Partner;   provided,   however,   that  the
nondefaulting  Partner shall receive a credit against such purchase price in the
amount of any delinquent  capital  contributions due from the Defaulting Partner
and any expenses of closing such purchase.  This option to purchase the interest
of the Defaulting Partner at a discount is deemed reasonable by the Partners and
is intended to serve as agreed upon liquidated damages and not as a penalty, the
amount  of the  actual  damages  suffered  by the  nondefaulting  partner  being
difficult if not  impossible to ascertain.  In the event that the  nondefaulting
Partner elects under Section 12.1 to purchase the Defaulting Partner's Interest,
then the Partnership  shall not make any  distributions on or before the closing
of the purchase of such Interest,  and any such  distributions  which would have
been made to the Defaulting  Partner shall be  distributed to the  nondefaulting
Partner  on or after  the  closing.  At such time as the  purchase  price of the
Defaulting  Partner's  Interest has been determined,  the nondefaulting  Partner
shall  give  notice of the  amount  thereof to the  Defaulting  Partner  and the
closing shall be held on a date selected by the nondefaulting Partner within ten
Business Days thereafter.

                  12.3 Remedies  Nonexclusive.  The option of the  nondefaulting
Partner to purchase the Interest of the Defaulting Partner under Section 12.1 is
not  the  exclusive  remedy  of the  nondefaulting  Partner,  but  it is  merely
cumulative   of,  and  in  addition  to,  any  rights  or  remedies   which  the
nondefaulting Partner or the Partnership may have at law or in equity against or
with respect to such Defaulting  Partner,  provided that any recovery under this
Agreement  against a  Defaulting  Partner  shall be  limited  to the  Defaulting
Partner's  interest in the  Partnership.  Without limiting its right to seek and
recover  damages for the Defaulting  Event, a  nondefaulting  Partner may at its
option: (i) replace the Defaulting Partner's representative(s) on the Investment
Committee  with its own  representative(s),  provided that no purchase,  sale or
financing  of  Property,  other than  pursuant to Section  12.2,  shall be taken
except with the consent of the Partners,  (ii) remove the General Partner, (iii)
terminate  the  Management  Agreement  (Exhibit  D) or (iv) apply to any Capital
Contribution  with  respect  to which the  General  Partner  is in  default  the
management  fees  otherwise  payable  to PSA  Affiliates  under  the  Management
Agreement for a period of up to 120 days,  during which the PSA Affiliates shall
not terminate the Management Agreement for nonpayment of such management fees.

                                       40

<PAGE>


        13. REPRESENTATIONS AND WARRANTIES

                  13.1  Representations  and Warranties of the General  Partner.
The General  Partner hereby  represents and warrants to the Limited  Partner and
the Partnership that:

                           (a)  The  General  Partner  is a duly  organized  and
validly  existing  corporation  in good standing  under the laws of the State of
California,  duly  qualified  to do  business in all states in which the General
Partner is  required to so qualify in order to legally  perform its  obligations
hereunder, and has the requisite power and authority to enter into and carry out
the terms of this Agreement;

                           (b) All action  required  to be taken by the  General
Partner to consummate  this Agreement has been taken by the General  Partner and
no further  approval of any board,  court or other body is necessary in order to
permit the General Partner to consummate this Agreement;

                           (c) Neither the  execution  and  delivery of, nor the
performance  of, nor the compliance  with,  this Agreement has resulted (or will
result) in any violation  of, be in conflict  with,  invalidate,  cancel or make
inoperative  interfere  with,  or constitute a default  under,  or result in the
creation of any lien,  encumbrance  or any other  charge upon the Project  (each
reference  in this  Section  13.1 to a Project  refers  to each of the  Projects
described on Exhibit A and shall be deemed reconfirmed by the General Partner as
to each additional  Project as same is acquired by the Partnership)  pursuant to
any charter, bylaw, venture agreement,  partnership agreement,  trust agreement,
mortgage,  deed of trust,  indenture,  contract,  agreement,  permit,  judgment,
decree or order to which the General  Partner is a party or by which the Project
or any  portion  thereof  is  bound,  and  there is no  default  and no event or
omission  has  occurred  which,  but for the  passing  of time or the  giving of
notice,  or both,  would constitute a default on the part of the General Partner
under this Agreement;

                           (d) There is no action,  proceeding or  investigation
pending or, to the General Partner's actual knowledge, threatened (nor any basis
therefor)   which   questions,   directly  or   indirectly,   the   validity  or
enforceability  of this  Agreement  as to the  General  Partner  or which  would
materially and adversely affect the Project, and no lien against the Project has
arisen or exists under Federal or state tax or other laws,  other than liens for
current real property taxes and assessments not yet due and payable;

                           (e) The General  Partner has no actual  knowledge  of
any title defect, lien,  encumbrance,  adverse claim or other matter relating to
the title to the  Project or to the title  insurance  coverage  for the  Project
which it has not  disclosed  in writing to the  Partnership's  title  company or
which is not shown by the public records;


                                       41


<PAGE>

                           (f) No  representation,  warranty  or covenant of the
General Partner in this Agreement,  or in any document or certificate  furnished
or to be furnished to the Limited  Partner  pursuant  thereto,  contains or will
contain any untrue  statement of a material  fact or omits or will omit to state
any material fact  necessary to make the statements or facts  contained  therein
not misleading,  and all such  representations,  warranties or statements of the
General  Partner are based,  to the General  Partner's  actual  knowledge,  upon
current,  accurate and complete  information as of the time of their making, and
there have been, to the General Partner's actual  knowledge,  no changes in such
information subsequent thereto;

                           (g) The General  Partner has disclosed to the Limited
Partner all material matters known to the General Partner in connection with the
Project and all related projections, studies and budgets;

                           (h) This  Agreement  has been  duly  executed  by the
General  Partner  and is and  will  remain  and  valid  and  binding  agreement,
enforceable in accordance with its terms;

                           (i) There are no  judgments  or  decrees  of any kind
against the General  Partner unpaid or unsatisfied of record in any court of any
city,  county,  state or of the United States; the General Partner is not in the
hands of a receiver and has not committed an act of bankruptcy  and an order for
relief has not been entered with  respect to the General  Partner;  there are no
due and unpaid business license taxes of the General  Partner,  and there are no
due and unpaid  income,  property or sales taxes of the  General  Partner  which
constitute  a lien  against  the  Project  or could,  with the  passage of time,
constitute such a lien,  except the lien of any such taxes which are not yet due
and payable,  except,  in each case,  where the  existence of such  condition or
conditions would not, individually or in the aggregate,  have a material adverse
effect on the business operations,  assets or financial condition of the General
Partner; the General Partner has received no notice of any alleged violation of,
and, to the General  Partner's  actual  knowledge,  there is no violation by the
General  Partner or the Project  of, any  Federal,  state or local law,  rule or
regulation affecting the Project, other than violations that, individually or in
the aggregate, would have no material adverse effect on the Project;

                           (j) To the General  Partner's  actual  knowledge,  no
person or entity has any oral or written  right,  agreement or option to acquire
all or any portion of the Project or any interest or estate therein,  other than
as  reflected  in the  public  records  or as  provided  in writing to the title
company insuring title to a Project;

                           (k) To the General  Partner's actual  knowledge,  the
Project is not  subject to or  affected  by any  special  assessment  for public
improvements  or  otherwise,  whether or not  presently a lien on the land;  the
General  Partner  has not made any  commitment  to any  governmental  authority,
utility  company,  school board,  church or other religious  body,  homeowner or
homeowner's association or any other organization,  group or individual relating
to the Project  which would impose an  obligation  upon the  Partnership  or its
successors or assigns to make any  contributions or dedications of money or land
(other  that  water  and  sewer),  or to  construct,  install  or  maintain  any
improvements  of a public  or  private  nature  as part of the  Project  or upon
separate  lands;  other than as estimated in the Business Plans, no governmental
authority has imposed any  requirement  that the General Partner pay directly or
indirectly  any  special  fees  or   contributions  or  incur  any  expenses  or
obligations  in connection  with the  development  of the Project or any portion
thereof,  other than any  regular  and  nondiscriminatory  local real  estate or
school  taxes  assessed  against  the  Project;  and the  Project is  separately
assessed for real property tax assessment  purposes and is not combined with any
other real property for tax assessment purposes;

                                       42


<PAGE>


                           (l) To the General  Partner's actual  knowledge,  the
Project  has not  been  used at any time for the  disposal,  release,  handling,
transportation,  treatment,  processing or storage of any Hazardous Materials in
such  amounts  that would  reasonably  necessitate  any  response or  corrective
action,  including  any such action  under any  Hazardous  Materials  Laws;  the
General   Partner  has  not  received  any  written  or  oral  notice  or  other
communication of pending or threatened claims,  actions,  suits,  proceedings or
investigations  against the General  Partner  with respect to the Project or any
property  adjacent to the Project and related to (i) the  disposal or release of
solid, liquid or gaseous waste into the environment, (ii) the disposal, release,
handling,  transportation,  treatment,  processing  or storage of any  Hazardous
Materials,  (iii) the placement of structures or Hazardous Materials into waters
of the United  States,  (iv) the  presence  of any  Hazardous  Materials  in any
building or  structure  or  otherwise  located on the  Project or such  adjacent
property,  or (v) any alleged  violation of any Hazardous  Materials Law; to the
General  Partner's actual  knowledge,  no soil or water in, under or adjacent to
the Project is contaminated by any Hazardous Materials; to the General Partner's
actual  knowledge,  there  are no  underground  tanks or any  other  underground
storage  facilities  located on the  Project;  to the General  Partner's  actual
knowledge,  neither  the  Project  nor any  property  adjacent to the Project is
included on the National Priority List or any other Federal or state "superfund"
or "superlien"  list, nor is there any current action or  investigation  pending
which could result in any such inclusion;

                           (m) The General  Partner has not  received any notice
of any pending or threatened condemnation, expropriation, eminent domain, change
in grade of public street or similar proceeding  affecting all or any portion of
the Project,  and the General  Partner has no knowledge that any such proceeding
is contemplated;

                           (n) To the General Partner's actual knowledge, except
as  otherwise  indicated  on any  Project  survey  approved  by  the  Investment
Committee,  the Project has not been mapped by the Federal Emergency  Management
Agency as being in an area  designated  as a "flood  hazard area" in  accordance
with the document entitled "Department of Housing and Urban Development, Federal
Insurance  Administration  - Special  Flood Hazard Area Maps" or mapped as being
within the 100-year  flood plain as depicted on the U.S. Army Corps of Engineers
Geodetic Maps of such flood plain areas,  and the Project is not located  within
an area identified by any governmental  agency as being within an Alquist-Priolo
Zone or having special earthquake hazards;

                           (o)  All   public   utilities   (including,   without
limitation, water, sanitary sewer, storm sewer, electricity, telephone, drainage
and other utility facilities)  necessary for the normal operation of the Project
are or will be available to the Project;  all of the utilities  either enter the
Project through  adjoining  public streets or, if they pass or will pass through
adjoining  private  land,  do so or  will do so in  accordance  with  valid  and
recorded public  easements or private  easements which will inure to the benefit
of the  Partnership;  and the General  Partner has not received any complaint or
claim with  respect to storm water flow from any owner of  adjacent  property or
otherwise,  and the  General  Partner  is not aware of any  reason  for any such
complaint;

                                       43


<PAGE>


                           (p) The Project has vehicular and pedestrian  ingress
and egress to paved and dedicated streets abutting or adjoining the Project with
curb cut or driveway permits from all requisite governmental authorities;

                           (q) The Project is zoned under the applicable  zoning
ordinance to permit the development of the Project for the intended uses;

                           (r) The General  Partner has not  received  notice of
any default or breach under any covenant, condition,  restriction,  right-of-way
or easement  which may affect the  Project or any  portion or  portions  thereof
which are to be  performed  or  complied  with by the owner or  occupant  of the
Project,  and no notice of any condition or circumstance  which, with the giving
of notice or  passage of time,  or both,  would  constitute  a default or breach
under  any  of  such  covenants,  conditions,  restrictions,   rights-of-way  or
easements; and

                           (s) To the General  Partner's actual  knowledge,  the
plans and specifications  provided to the Limited Partner by the General Partner
comply with all laws, rules and regulations applicable to the Project.

                  13.2  Representations  and Warranties of the Limited  Partner.
The Limited  Partner hereby  represents and warrants to the General  Partner and
the Partnership that the Limited Partner is duly formed, validly existing and in
good standing under the laws of the [state of incorporation of Limited Partner];
that it is not subject to any  involuntary  proceeding  for the  dissolution  or
liquidation thereof; that it has all requisite authorizations to enter into this
Agreement  with  the  General   Partner  and  to  consummate  the   transactions
contemplated  hereby; and that the parties executing this Agreement on behalf of
the Limited Partner are duly authorized to so do.

                  13.3 Agreements of the General Partner.

                           (a) During the term of the Partnership,  the Projects
shall be operated and managed as an integral part of the Public Storage  network
of self-storage  facilities,  subject to the terms of the Management  Agreement.
Without  limiting the foregoing,  the General Partner  covenants and agrees that
the Projects will be managed in a reasonable  commercial  manner consistent with
the management of other self-storage projects owned by PSA Affiliates; this will
include (i) causing all rents and other  charges with respect to the Projects to
be at competitive rates within the local market,  taking into account occupancy,
location,  the  quality of the  Project  and all other  relevant  factors;  (ii)
operating the Projects in a manner so as to minimize expenses applicable thereto
to the  extent  appropriate  in the  operation  and  promotion  of  first  class
self-storage projects and maximizing the long term net profits therefrom and the
value  thereof;  and (iii)  operating  the Projects in a prudent and first class
manner,  with all  appropriate  action being taken to protect and preserve  them
(including appropriate repairs, maintenance, insurance coverage and the like).


                                       44


<PAGE>

                           (b) The General  Partner will insure and keep insured
at all times all of the Projects  (including the Partnership as a named insured)
against loss or damage by fire and from other causes customarily insured against
by  companies  engaged  in similar  businesses  in such  amounts as are  usually
insured  against by such  companies,  and in any case as are adequate to provide
reasonable  protection against such loss or damage to the Projects.  The General
Partner also will maintain at all times  (including  the  Partnership as a named
insured)  with  financially  sound and  reputable  insurers  adequate  insurance
against loss or damage from such hazards and risks to the person and property of
others as are usually insured against by companies operating  businesses similar
to the businesses of the  Partnership.  All such insurance shall be carried with
financially  sound and reputable  insurers accorded a rating of "A-VI" or better
by A.M.  Best Company,  Inc. (or a comparable  rating by any  comparable  rating
agency),  provided  that at least 75% of all  coverage  and the insurer with the
risk of first loss in each category shall have a rating of "A-IX" or better.  If
the  Partnership  cannot  obtain  sufficient  insurance  which  meets  the above
criteria,  the General  Partner will provide the Limited Partner with notice and
will  demonstrate that insurance cannot be obtained in accordance with the above
criteria,  in which case the requirement shall be reduced to "A-V" and "A-VIII,"
respectively. The sum of the deductible limit of all insurance coverage plus any
amounts of self-insurance  will not exceed $1,500,000 per occurrence.  A summary
of insurance  presently in force has been provided to the Limited Partner and is
attached hereto as Exhibit L.

                           (c) Expenses incurred in operating the Projects shall
be  allocated  among the  Projects on the same basis on which such  expenses are
allocated  among  all other  projects  owned by PSA  Affiliates  and in a manner
generally consistent with prior practice as reflected in Exhibit J.

                           (d)  The  General   Partner  shall  allocate  to  the
Partnership  only such amount of the  compensation  of each project manager of a
Project as is  comparable  to the  compensation  of project  managers of similar
sized self storage  facilities  in the same or similar  market areas that do not
include retail stores.

        14. MISCELLANEOUS

                  14.1 Notices.  Any notice,  payment,  demand, or communication
required or permitted to be given by any provision of this Agreement shall be in
writing and shall be delivered  personally to the Person or to an officer of the
Person  to whom the same is  directed,  or sent by  facsimile  transmission,  by
nationally  recognized  courier  service or by first class mail,  registered  or
certified,  addressed  as follows,  or to such other  address as such Person may
from time to time specify by notice to the Partners:

                           (a)  If to  the  Partnership,  to  the  Partnership's
principal executive office set forth in Section 1.4;

                           (b) If to the Limited Partner, to:

                               [addresses  for  notices to Limited  Partner  and
representatives]



                                       45


<PAGE>

                           (c) If to the General Partner, to:

                                    PSAF Development, Inc.
                                    c/o Public Storage, Inc.
                                    701 Western Avenue
                                    Glendale, CA 91201
                                    Attn:  Mr. Hugh Horne
                                    Fax: (818) 548-9288

                  Any such  notice  shall be deemed to be  delivered,  given and
received  for all  purposes  as of (i) the  first  Business  Day  after it is so
delivered or sent,  if delivered  personally  or sent by facsimile  transmission
(with transmission confirmed),  (ii) the first Business Day after delivered to a
nationally  recognized  courier service,  if sent by overnight  delivery through
such a courier service, or (ii) three Business Days after being deposited in the
United States mail, if sent by registered or certified mail, postage and charges
prepaid.  Any Person may from time to time specify a different address by notice
to the Partnership and the Partners.

                  14.2  Binding  Effect.  Except as  otherwise  provided in this
Agreement, every covenant, term and provision of this Agreement shall be binding
upon and inure to the benefit of the  Partners and their  respective  successors
and permitted transferees and assigns.

                  14.3 Construction.  Every covenant, term and provision of this
Agreement  shall be  construed  simply  according  to its fair  meaning  and not
strictly for or against any Partner.  References  in this  Agreement to Sections
are  to  Sections  of  this  Agreement  unless  expressly  indicated  otherwise.
"Including" means "including without limitation." "Or" is inclusive and includes
"and."

                  14.4  Time.  Time  is of the  essence  with  respect  to  this
Agreement.

                  14.5 Headings.  Section and other  headings  contained in this
Agreement  are for  reference  purposes  only and are not  intended to describe,
interpret,  define or limit the scope, extent or intent of this Agreement or any
provision hereof.

                  14.6  Severability.  Every  provision  of  this  Agreement  is
intended to be severable.  If any term or provision hereof is illegal or invalid
for any reason  whatsoever,  such illegality or invalidity  shall not affect the
validity or legality of the remainder of this Agreement.

                  14.7  Incorporation  by Reference.  Every exhibit  attached to
this Agreement and referred to herein is hereby  incorporated  in this Agreement
by reference.

                  14.8 Further  Action.  Each  Partner,  upon the request of the
General Partner, agrees to perform all further acts and execute, acknowledge and
deliver  any  documents  which  may  be  reasonably  necessary,  appropriate  or
desirable to carry out the provisions of this Agreement.

                  14.9  Variation of Pronouns.  All pronouns and any  variations
thereof shall be deemed to refer to masculine,  feminine or neuter,  singular or
plural, as the identity of the Person or Persons may require.


                                       46


<PAGE>

                  14.10 Governing Law. The laws of the State of California shall
govern the validity of this  Agreement,  the  construction  of its terms and the
interpretation of the rights and duties of the Partners.

                  14.11 Waiver of Action for Partition. Each Partner irrevocably
waives any right that it may have to  maintain  any  action for  partition  with
respect to any of the Property.

                  14.12  Counterparts.  This  Agreement  may be  executed in any
number of counterparts with the same effect as if all of the Partners had signed
the same  document.  All  counterparts  shall be  construed  together  and shall
constitute one agreement.

                  14.13  Sole  and  Absolute  Discretion.  Except  as  otherwise
provided in this  Agreement,  all actions  which the  Partners  may take and all
determinations  which the Partners may make  pursuant to this  Agreement  may be
taken and made in their sole and absolute discretion.

                  14.14  Entire  Agreement.  This  Agreement  and  the  exhibits
hereto,  which are  incorporated  herein by  reference,  constitute  the  entire
agreement  among the parties hereto  pertaining to the subject matter hereof and
supersede all prior  agreements,  understandings,  negotiations and discussions,
whether oral or written.

                  14.15 Attorneys' Fees.  Should any litigation,  arbitration or
other action or proceeding be commenced among the parties  hereto,  the party or
parties prevailing in such litigation, arbitration or other action or proceeding
shall be  entitled,  in  addition to such other  relief as may be granted,  to a
reasonable  sum as and  for its or  their  attorneys'  fees  and  costs  in such
litigation,  arbitration or other action or proceeding which shall be determined
by the court or arbitral  tribunal  therein or in a separate  action brought for
that purpose.

                  14.16 Third Parties.  Nothing in this Agreement,  expressed or
implied, is intended to confer upon any Person other than the parties hereto any
rights or remedies under or by reason of this Agreement.

                  14.17  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  a waiver  of any such  breach or any  other  covenant,  duty,
agreement or condition.

                  14.18  Amendment  and  Modification.  This  Agreement  may  be
amended or modified by unanimous consent of the Partners.

                  14.19 Dispute Resolution.  If any dispute or controversy among
the  parties  hereto  arises  out  of or  relating  to  this  Agreement  or  the
enforcement,  interpretation,  performance  or breach of this Agreement or as to
any matters  related to but not  covered by this  Agreement,  the parties  shall
first consult  together,  at both the working and senior  management  levels, in
good faith to find an amicable resolution of the dispute or controversy.  If the
parties cannot resolve the dispute or controversy by such consultation, it shall
be  finally  resolved  by  binding  arbitration  to be held in the County of Los
Angeles,  State of California,  under  auspices of, and in accordance  with, the


                                       47



<PAGE>


Commercial   Arbitration  Rules  (the  "Rules")  of  the  American   Arbitration
Association.  There shall be an arbitral  tribunal  consisting  of three neutral
arbitrators  selected  according to the procedures  set forth in the Rules.  The
arbitrators  may issue  decisions  for interim,  interlocutory,  provisional  or
partial relief (e.g.,  temporary  restraining orders,  preliminary  injunctions,
orders to compel  discovery,  orders of attachment or protective  orders) during
the  arbitration  proceedings  which may be enforced  in any court of  competent
jurisdiction.  The  arbitrators may also grant  appropriate  relief at law or in
equity, including removing the General Partner, in the event the General Partner
(with the  participation  or  acquiescence  of its senior  management)  has been
guilty of fraud,  gross negligence,  abuse of authority or  misappropriation  or
waste of Partnership assets. The decision of a majority of the arbitrators shall
constitute  an  arbitral  award which is final,  conclusive  and binding on each
party,  and may be entered and shall be  enforceable  in any court of  competent
jurisdiction.

                  14.20  Confidentiality.  The Partners  agree that the terms of
this  Agreement,  any  other  agreements  entered  into in  connection  with the
transactions  contemplated  hereby and the  identities of the parties hereto and
their parent  companies are confidential and shall not be disclosed to any third
party without the other party's prior written consent;  provided,  however, that
any party may disclose the existence  and/or terms and  conditions  hereof if so
required  by  law  or  to  such  party's   attorneys,   accountants   and  other
professionals  subject to the  professional  duty not to disclose such existence
and/or terms and conditions unless permitted by law, so long as such party first
provides a copy of any such written request to the other party.


                                       48


<PAGE>


     IN WITNESS WHEREOF,  the undersigned have entered into this Agreement as of
the date first above set forth.

                               GENERAL PARTNER:
                               PSAF DEVELOPMENT, INC.


                               By     /s/  Hugh W. Horne
                                      ------------------
                                      Its Chief Operating Officer
                                          -----------------------


                               LIMITED PARTNER:

                               [signature of Limited Partner]



                                       49