<PAGE> 1


Draft of January 20, 1997



                                   GUARANTY AGREEMENT



                              Dated as of January 20, 1997


                                          of


                                 STORAGE TRUST REALTY



                                          Re:

                       $44,000,000 7.47% Series A Senior Notes
                                 due January 15, 2004
                       $56,000,000 7.66% Series B Senior Notes
                                 due January 15, 2007



                                          of



                             STORAGE TRUST PROPERTIES, L.P.

<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

Section         Heading                                                Page

<S>             <S>                                                    <C>

Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Recitals  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 1.      GUARANTY                                                1

SECTION 2.      PAYMENT UPON CERTAIN EVENTS                             1

SECTION 3.      GENERAL PROVISIONS RELATING TO THE GUARANTY             2

SECTION 4.      WAIVERS; OBLIGATION UNCONDITIONAL                       2

SECTION 5.      NEGATIVE COVENANTS                                      4

   Section 5.1.  Consolidated Adjusted Tangible Net
                 Worth                                                  4
   Section 5.2.  Incurrence of Debt                                     4
   Section 5.3.  Interest Charges Coverage Ratio                        5
   Section 5.4.  Unencumbered Asset Coverage                            5
   Section 5.5.  Liens                                                  5
   Section 5.6.  Merger, Consolidation, etc                             6
   Section 5.7.  Sales of Assets                                        6
   Section 5.8.  Line of Business                                       7
   Section 5.9.  Transactions with Affiliates                           7
   Section 5.10.Restricted Investments                                  7
   Section 5.11.Defined Terms                                           7

SECTION 6.      COLLECTION EXPENSES                                    17

SECTION 7.      NO SUBROGATION UNTIL PAYMENT IN FULL                   17

SECTION 8.      INTERPRETATION                                         17

SECTION 9.      SUCCESSORS AND ASSIGNS                                 18

SECTION 10.     NOTICES                                                18

SECTION 11.     COUNTERPARTS                                           18

<PAGE>

SECTION 12.     SEVERABILITY                                           18

SECTION 13.     GOVERNING LAW                                          18

SECTION 14.     NO RECOURSE TO SHAREHOLDERS ETC                        18


Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

</TABLE>
<PAGE>

                                   GUARANTY AGREEMENT


                 GUARANTY  AGREEMENT  (this  Guaranty ) dated as of January 20,
          1997  by  STORAGE  TRUST  REALTY,  a Maryland real estate investment
          trust (the  Trust ).


          RECITALS:

                A.  Storage  Trust  Properties,  L.P.,  a  Delaware limited
          partnership  (the    Operating  Partnership  ) and the Trust have
          concurrently  herewith  entered  into those certain Note Purchase
          Agreements  each dated as of January 20, 1997 (the  Note Purchase
          Agreements ) with the Purchasers named on Schedule A thereto (the
           Purchasers ) providing for the sale by the Operating Partnership
          of  (i)  its  $44,000,000  aggregate  principal  amount  of 7.47%
          Series A Senior Notes due January 15, 2004 (the  Series A Notes )
          and  (ii)  its  $56,000,000  aggregate  principal amount of 7.66%
          Series  B  Senior Notes due January 15, 2007 (the  Series B Notes
          and, together with the Series A Notes, the  Notes ).

                B.  The  Trust  is  desirous that the Purchasers enter into
          the  Note Purchase Agreements and by doing so the Purchasers will
          be  conferring  financial and other benefits on the Trust.  As an
          inducement  to  enter  into  the  Note Purchase Agreements and in
          consideration  therefor  the  Purchasers  have  required that the
          Trust enter into this Guaranty.

                C.  Capitalized terms used herein and not otherwise defined
          herein  shall  have  the  meanings  assigned in the Note Purchase
          Agreements.

               NOW,  THEREFORE,  in  consideration  of  the premises and the
          mutual covenants herein contained and to induce the Purchasers to
          enter  into  the  Note  Purchase  Agreements  and to induce every
          future  holder of the Notes to be bound by the terms and entitled
          to  the  benefits  of  the Note Purchase Agreements, it is hereby
          agreed as follows:

          SECTION 1. GUARANTY.


               The  Trust  hereby unconditionally guarantees to each holder
          of any Note (collectively the  Noteholders  and each individually
          a    Noteholder  )  (a) the due and punctual payment at maturity,
          whether  at  stated  maturity,  by  acceleration,  by  notice  of
          prepayment or otherwise, of the principal of and premium, if any,
          and  interest  on  the  Notes  in  accordance  with the terms and
          conditions  thereof  and  of  the  Note  Purchase Agreements, and
          (b)  the  prompt  performance  and  compliance  by  the Operating
          Partnership  with  each  of  its other obligations under the Note
          Purchase  Agreements.    This  is a guaranty of payment and not a
          guaranty of collection.

<PAGE>


          SECTION 2. PAYMENT UPON CERTAIN EVENTS.

               The  Trust  agrees  that,  if  any  of the Events of Default
          described in Section 11(h) or (i) of the Note Purchase Agreements
          occurs, the Trust shall pay forthwith to the Noteholders, upon 30
          days   notice and whether or not there has been any other default
          under the Note Purchase Agreements or the Notes, the whole amount
          of  the  principal  of  and,  to  the  full  extent  permitted by
          applicable  law,  Make-Whole  Amount,  if  any, on the Notes then
          outstanding  and  any  unpaid  interest  thereon,  with  interest
          thereon  from  the  date  of  the occurrence of such event to and
          including  the  date of payment, so far as permitted by law, at a
          rate  per  annum equal to the greater of (i) 9.47% in case of the
          Series  A  Notes  or  9.66% in the case of the Series B Notes and
          (ii)  1.0%  over  the  rate of interest publicly announced by The
          First  National  Bank  of  Boston  from  time  to time in Boston,
          Massachusetts as its  base  or  prime  rate.

          SECTION 3. GENERAL PROVISIONS RELATING TO THE GUARANTY.

               Each  and  every  Event  of  Default under the Note Purchase
          Agreements  shall  give  rise  to  a  separate claim and cause of
          action  hereunder,  and  separate claims or suits may be made and
          brought,  as  the  case  may  be,  hereunder as each such default
          occurs.    The  obligations  hereunder  are  independent  of  the
          obligations  of the Operating Partnership to pay the principal of
          and  premium,  if  any, and interest on the Notes, and a separate
          action or actions may be brought and prosecuted against the Trust
          whether  such  action  is  brought  and  prosecuted  against  the
          Operating  Partnership  or  any  other  guarantor, or whether the
          Operating  Partnership  is  joined in any such action or actions.
          The  obligations  of  the Trust hereunder shall be reinstated and
          revived,  and  the rights of the Noteholders shall continue, with
          respect  to  any  amount  at  any  time  paid  on  account of the
          obligations guaranteed hereby, which shall thereafter be required
          t o   be  restored  or  returned  by  the  Noteholders  upon  the
          b a nkruptcy,  insolvency  or  reorganization  of  the  Operating
          Partnership, or otherwise, all as though such amount had not been
          paid.

          SECTION 4. WAIVERS; OBLIGATION UNCONDITIONAL.

               The Trust assents to all the terms, covenants and conditions
          of  the  Notes  and the Note Purchase Agreements, and irrevocably
          waives  presentation,  demand  for payment, or protest, of any of
          the Notes, notice of acceptance of this guarantee or of the terms
          and  provisions  thereof  by  any  Noteholder, any requirement of
          diligence  or  promptness  on  the  part of any Noteholder in the
          enforcement  of  rights  under the provisions hereof, of the Note
          Purchase  Agreements or of the Notes, or any right to require any
          Noteholder  to  proceed  first against the Operating Partnership.
          The  obligations  of  the  Trust hereunder shall be unconditional
          i r r espective  of  the  genuineness,  validity,  regularity  or
          enforceability of the Note Purchase Agreements or of the Notes or
          of  any  other  circumstance  which  might otherwise constitute a
          legal  or  equitable discharge of a surety or guarantor and shall
          be  joint  and  several  with those of the Operating Partnership.
          The obligations of the Trust hereunder shall not be affected by:

<PAGE>

                    (a)  the recovery of any judgment against the Operating
               Partnership,  or  by  the  levy  of  any  writ or process of
               execution  under  any  such  judgment,  or  by any action or
               proceeding  taken  by any Noteholder, either under the Notes
               or  under  the  Note Purchase Agreements for the enforcement
               thereof, or hereof, or in the exercise of any right or power
               given or conferred thereby, or hereby, or

                    (b)  any  delay,  failure  or omission upon the part of
               any  Noteholder to enforce any of the rights or powers given
               or  conferred  hereby or by the Note Purchase Agreements, or
               by  any  delay,  failure  or  omission  upon the part of any
               Noteholder  to  enforce  any right of any Noteholder against
               t h e  Operating  Partnership,  or  by  any  action  by  any
               N o t e holder  in  granting  indulgence  to  the  Operating
               Partnership,  or in waiving or acquiescing in any default or
               event  of default upon the part of the Operating Partnership
               under the Notes or under the Note Purchase Agreements, or

                    (c)  the  consolidation,  amalgamation or merger of the
               Operating  Partnership  or  any  of its Subsidiaries with or
               into  any  other  corporation  or  corporations or any sale,
               lease  or  other disposition of the Operating Partnership or
               any  of  its  Subsidiaries    properties  as  an entirety or
               substantially as an entirety to any other corporation, or

                    (d)  the acceptance of any additional security or other
               guaranty,  the  advance of additional money to the Operating
               Partnership or any other Person, the renewal or extension of
               any   amounts  guaranteed  hereby,  or  the  sale,  release,
               substitution  or  exchange  of  any security for the amounts
               guaranteed hereby, or

                    (e)  any  defense (other than the full and indefeasible
               performance  by the Operating Partnership of its obligations
               under the Note Purchase Agreements and the Notes) whatsoever
               that  the  Operating  Partnership  or any other Person might
               have  to  the  payment  of any of the amounts or obligations
               guaranteed hereby or to the performance or observance of any
               of  the  provisions  of  the Note Purchase Agreements or the
               N o tes,  whether  through  the  satisfaction  or  purported
               satisfaction  by  the  Operating  Partnership  or  any other
               Person  of  its  debts  due to any cause such as bankruptcy,
               i n s olvency,    receivership,    merger,    consolidation,
               reorganization,   dissolution,  liquidation,  winding-up  or
               otherwise, or


<PAGE>
                    (f)  impossibility  or illegality of performance on the
               part of the Operating Partnership or any other Person of its
               obligations under the Note Purchase Agreements or the Notes,
               or

                    (g)  any  renewal,  extension,  refunding, amendment or
               modification  of  or  addition  or supplement to or deletion
               from any of the terms of the Note Purchase Agreements or the
               Notes,  or any other agreement which may be made relating to
               any  such  instruments  which does not specifically amend or
               specifically modify the terms of this Guaranty, or

                    (h)  any  amendment,  compromise, release or consent or
               other  action  or inaction in respect of any of the terms of
               the  Note  Purchase  Agreements or the Notes (other than any
               such  amendment,  compromise,  release  or  consent or other
               action which, by its terms, expressly modifies the terms and
               provisions hereof), or

                    (i)  any    bankruptcy,   insolvency,   reorganization,
               arrangement,  adjustment,  composition,  liquidation, or the
               l i k e    of  the  Operating  Partnership  or  any  of  its
               Subsidiaries, or

                    (j)  absence  of  any  notice  to, or knowledge by, the
               Trust  of  the existence or occurrence of any of the matters
               or  events  set  forth  in  the  foregoing  subdivisions (a)
               through (i), or


                    (k)  any  other  act or delay or failure to act, or any
               other  thing,  which  may  or  might in any manner or to any
               extent vary the risk of the Trust hereunder;

          it  being  the  purpose and intent of the parties hereto that the
          obligations   of  the  Trust  hereunder  shall  be  absolute  and
          unconditional  under  any and all circumstances, and shall not be
          discharged except by payment in cash as herein provided, and then
          only to the extent of such payment or payments.

          SECTION 5. NEGATIVE COVENANTS.

                 The  Trust  covenants  that  so long as any of the Notes are
          outstanding:

            Section 5.1.  Consolidated  Adjusted  Tangible Net Worth.  The
          Trust  will not at any time permit Consolidated Adjusted Tangible
          Net  Worth  to be less than $175,000,000; provided, however, that
          the  Trust  shall  be  permitted  to  pay dividends to the extent
          required  by  the  provisions  of  subchapter  M  of  the Code to
          maintain  the  deductibility from its income of dividends paid by
          it  so  long  as  after  giving  effect  to  the  payment of such
          d i v idends,  no  Default  or  Event  of  Default  described  in
          paragraph (a), (b), (h) or (i) of Section 11 of the Note Purchase
          Agreements shall have occurred and be continuing.


<PAGE>
            Section 5.2.  Incurrence  of  Debt.    The Trust will not, and
          will  not  permit  any  Subsidiary  to,  directly  or indirectly,
          create, incur, assume, guarantee, or otherwise become directly or
          indirectly  liable  with respect to, any Debt, unless on the date
          the  Trust  or such Subsidiary becomes liable with respect to any
          such  Debt  and  immediately  after giving effect thereto and the
          concurrent retirement of any other Debt,

                    (a)  no Default or Event of Default exists,

                    (b)  C o n s olidated  Debt  does  not  exceed  45%  of
               Consolidated Adjusted Capitalization, and

                    (c)  i n   the  case  of  Priority  Debt,  Consolidated
               Priority  Debt  does not exceed 30% of Consolidated Adjusted
               Capitalization.

          For  the  purposes  of  this  Section  5.2, any Person becoming a
          Subsidiary  after the date hereof shall be deemed, at the time it
          b e comes  a  Subsidiary,  to  have  incurred  all  of  its  then
          outstanding Debt, and any Person extending, renewing or refunding
          any  Debt  shall be deemed to have incurred such Debt at the time
          of such extension, renewal or refunding.


            Section 5.3.  Interest Charges Coverage Ratio.  The Trust will
          not  permit the Interest Charges Coverage Ratio on any date to be
          less than 2.00 to 1.00.

            Section 5.4.  Unencumbered  Asset Coverage.  The Trust will at
          all  times keep and maintain Unencumbered Assets at an amount not
          less than 200% of Unsecured Debt.

            Section 5.5.  Liens.   The Trust will not, and will not permit
          any of its Subsidiaries to, directly or indirectly create, incur,
          assume or permit to exist (upon the happening of a contingency or
          otherwise)  any  Lien on or with respect to any property or asset
          (including,  without  limitation,  any  document or instrument in
          respect of goods or accounts receivable) of the Trust or any such
          Subsidiary,  whether  now owned or held or hereafter acquired, or
          any  income  or  profits therefrom, or assign or otherwise convey
          any right to receive income or profits, except:

                    (a)  Liens for taxes, assessments or other governmental
               charges the payment  of which is not at the time required by
               Section 9.4 of the Note Purchase Agreements;

<PAGE>
                    (b)  s t a tutory  Liens  of  landlords  and  Liens  of
               carriers,  warehousemen,  mechanics,  materialmen  and other
               similar Liens, in each case, incurred in the ordinary course
               of  business for sums not yet due or the payment of which is
               not  at the time required by Sections 9.1 or 9.4 of the Note
               Purchase Agreements;

                    (c)  any  attachment  or  judgment  Lien,  provided the
               judgment  it  secures  shall, within 30 days after the entry
               thereof,  have  been  discharged or execution thereof stayed
               pending appeal;

                    (d)  Liens  on properties securing security deposits of
               tenants, provided that the aggregate amount of such security
               deposits  secured  by  such  Liens  shall  not  exceed 5% of
               C o nsolidated   Adjusted   Capitalization   at   any   time
               outstanding;

                    (e)  Liens incidental to the conduct of business or the
               ownership  of  properties  and  assets  (including  Liens in
               c o n n ection  with  worker  s  compensation,  unemployment
               insurance  and other like laws, warehousemen s and attorneys
               liens  and  statutory  landlords  liens) and Liens to secure
               the  performance  of bids, tenders or trade contracts, or to
               secure  statutory  obligations,  surety  or  appeal bonds or
               other  Liens of like general nature incurred in the ordinary
               course  of business and not in connection with the borrowing
               of  money;  provided in each case, the obligation secured is
               not overdue or, if overdue, is being contested in good faith
               by appropriate actions or proceedings;

                    (f)  minor  survey  exceptions  or  minor encumbrances,
               easements  or  reservations, or rights of others for rights-
               of-way,  utilities  and other similar purposes, or zoning or
               other  restrictions  as to the use of real properties, which
               are necessary for the conduct of the activities of the Trust
               a n d   its  Subsidiaries  or  which  customarily  exist  on
               properties of corporations engaged in similar activities and
               similarly  situated and which do not in any event materially
               impair  their  use  in  the operation of the business of the
               Trust and its Subsidiaries;

                    (g)  Liens  existing  on  the date of this Guaranty and
               securing the Debt of the Trust and its Subsidiaries referred
               to  in  item  2  of  Schedule  5.15  of  the  Note  Purchase
               Agreements  and  refinancing,  renewal  or extension of such
               Debt, provided that (i) the principal amount of such Debt is
               not  increased over the principal amount thereof immediately
               prior   to  such  refinancing,  renewal  or  extension,  and
               (ii)  such  Lien  is  not  extended to other property of the
               Trust or any Subsidiary;


<PAGE>

                    (h)  Liens    securing   Debt   incurred   within   the
               limitations of Section 5.2;

                    (i)  Liens  on  property  or  assets  of  a  Subsidiary
               securing   Debt  owing  to  the  Trust  or  to  any  of  its
               Subsidiaries; and

                    (j)  a n y  Lien  existing  on  property  of  a  Person
               immediately  prior  to its being consolidated with or merged
               into the Trust or a Subsidiary or its becoming a Subsidiary,
               or  any  Lien existing on any property acquired by the Trust
               or  any  Subsidiary at the time such property is so acquired
               (whether  or  not  the  Debt secured thereby shall have been
               assumed),  provided  that  (i)  no such Lien shall have been
               created or assumed in contemplation of such consolidation or
               merger  or  such  Person  s  becoming  a  Subsidiary or such
               acquisition  of  property,  and  (ii)  each  such Lien shall
               extend  solely  to the item or items of property so acquired
               and,  if  required by the terms of the instrument originally
               creating  such  Lien, other property which is an improvement
               to  or  is acquired for specific use in connection with such
               acquired property.

            Section 5.6.  Merger,  Consolidation, etc.  The Trust will not
          consolidate  with  or  merge with any other entity unless (i) the
          Trust or the Operating Partnership is the surviving or continuing
          e n tity  and  (ii)  immediately  after  giving  effect  to  such
          transaction no Default or Event of Default would exist.

            Section 5.7.  Sales  of  Assets.   (a) The Trust will not, and
          w i ll  not  permit  any  Subsidiary  to,  engage  in  any  Asset
          Disposition  unless,  (x)  after  giving  effect  to  such  Asset
          Disposition,  no  Default or Event of Default shall have occurred
          and be continuing and (y) such Asset Disposition does not involve
          any  substantial  part  of  the  assets  of  the  Trust  and  its
          Subsidiaries.   An Asset Disposition shall be deemed to involve a
             substantial  part    of  the  assets  of  the  Trust  and  its
          Subsidiaries  (i) if the book value of the assets subject to such
          Asset  Disposition,  when  added  to  the book value of all other
          assets subject to other Asset Dispositions during the same fiscal
          year  exceeds  15%  of Consolidated Total Assets determined as of
          the  end of the immediately preceding fiscal year, or (ii) if the
          portion  of  consolidated  total revenue for the preceding fiscal
          y e a r   attributable  to  the  assets  subject  to  such  Asset
          Disposition,  when  added  to  the  portion of consolidated total
          revenue  for  the preceding fiscal year attributable to all other
          assets subject to other Asset Dispositions during the same fiscal
          year  exceeds  15%  of  consolidated total revenue for the fiscal
          year  immediately  preceding  such  Asset  Disposition; provided,
          however,  that  in  any  computation  of  substantial part  there
          shall  be  excluded any Asset Disposition, to the extent that the
          proceeds thereof are applied within 180 days after the receipt of
          the  proceeds  of  such  Asset  Disposition  to  either  (i)  the
          voluntary  prepayment of the Notes pursuant to Section 8.2 of the
          Note  Purchase  Agreements, or (ii) the purchase of other similar
          assets for use in the business of the Trust and its Subsidiaries.

<PAGE>

            Section 5.8.  Line  of Business.  The Trust will not, and will
          not permit any of its Subsidiaries to, engage in any business if,
          as  a  result,  the  general  nature of the business in which the
          Trust  and  its  Subsidiaries,  taken  as  a whole, would then be
          engaged would be substantially changed from the general nature of
          the  business in which the Trust and its Subsidiaries, taken as a
          whole,  are engaged on the date of this Agreement as described in
          the Memorandum.

            Section 5.9.  Transactions  with  Affiliates.   The Trust will
          not  and will not permit any Subsidiary to enter into directly or
          indirectly  any Material transaction or Material group of related
          transactions  (including  without limitation the purchase, lease,
          sale  or  exchange  of properties of any kind or the rendering of
          any  service)  with  any  Affiliate  (other  than  the Trust, any
          Wholly-Owned  Subsidiary  or  Specified Affiliate), except in the
          ordinary  course  and  pursuant to the reasonable requirements of
          the  Trust  s  or  such  Subsidiary  s business and upon fair and
          reasonable   terms  no  less  favorable  to  the  Trust  or  such
          Subsidiary  than would be obtainable in a comparable arm s-length
          transaction with a Person not an Affiliate.

           Section 5.10.  Restricted Investments.  The Trust will not, and
          will  not  permit  any  Subsidiary  to  (i)  make  any Restricted
          Investment  if, after giving effect thereto, the aggregate amount
          of  Restricted Investments held by the Trust and its Subsidiaries
          would  exceed  10%  of Consolidated Total Assets or (ii) make any
          Unimproved  Real  Estate  Investments  if,  after  giving  effect
          t h e reto,  the  aggregate  amount  of  Unimproved  Real  Estate
          Investments  held  by the Trust and its Subsidiaries would exceed
          10% of Consolidated Total Assets.

           Section 5.11.  Defined  Terms.   As used in this Section 5, the
          following terms have the respective meanings set forth below:

                 Affiliate    means,  at  any time, and with respect to any
          Person,  (a)  any  other  Person  that  at  such time directly or
          indirectly  through  one  or  more intermediaries Controls, or is
          Controlled  by,  or  is  under  common  Control  with, such first
          Person,  and  (b)  any  Person (other than a Person reporting, or
          required   to  report,  beneficial  ownership  on  Schedule  13G)
          beneficially  owning  or  holding, directly or indirectly, 10% or
          more  of  any class of voting or equity interests of the Trust or
          any  Subsidiary  or  any  corporation  of which the Trust and its
          Subsidiaries beneficially own or hold, in the aggregate, directly
          or  indirectly,  10%  or  more  of  any class of voting or equity
          interests.    As  used  in  this  definition,  Control  means the
          possession,  directly  or  indirectly,  of the power to direct or
          cause  the  direction of the management and policies of a Person,
          whether  through  the ownership of voting securities, by contract
          or otherwise.  Unless the context otherwise clearly requires, any
          reference to an  Affiliate  is a reference to an Affiliate of the
          Trust.

<PAGE>

                 Asset Disposition  means and includes (i) a sale, lease or
          other disposition of assets (other than in the ordinary course of
          business)  by the Trust or any Subsidiary (except by the Trust to
          a Wholly-Owned Subsidiary or to a Specified Affiliate, and except
          by  a Subsidiary to the Trust, to a Subsidiary in which the Trust
          holds, directly or indirectly, an equity or voting interest equal
          to  or  greater  than  (in  percentage terms) its interest in the
          transferor  Subsidiary,  or  to  a Specified Affiliate), (ii) the
          issuance  or sale by any Subsidiary or Specified Affiliate of any
          shares  of  stock  of  any  class  (including  as  stock  for the
          purpose  of  this  definition, any warrants, rights or options to
          p u r chase  or  otherwise  acquire  stock  or  other  Securities
          exchangeable for or convertible into stock) of such Subsidiary or
          such Specified Affiliate, as the case may be, to any Person other
          than   the  Trust,  a  Wholly-Owned  Subsidiary  or  a  Specified
          Affiliate (except for the purpose of qualifying directors, except
          in  satisfaction of the validly pre-existing preemptive rights of
          m i nority  shareholders  in  connection  with  the  simultaneous
          issuance  of  stock to the Trust and its Subsidiaries whereby the
          Trust  and  its  Subsidiaries  maintain  their same proportionate
          interest  in  such  Subsidiary  and  except,  in  the  case of an
          issuance  or  sale  by  a Specified Affiliate, for an issuance or
          s a l e    subject  to  an  arrangement  assuring  to  the  Trust
          substantially  all  of  the  economic interest in, such Specified
          Affiliate),  and (iii) the sale, transfer or other disposition by
          the  Trust  of any shares of stock of any Subsidiary or Specified
          Affiliate  (except by the Trust to a Wholly-Owned Subsidiary or a
          Specified Affiliate or except to qualify directors and except, in
          the  case  of  a  sale,  transfer or disposition of any shares of
          stock  of  a  Specified  Affiliate,  for  the  sale,  transfer or
          disposition  subject  to  an  arrangement  assuring  to the Trust
          substantially  all  of  the  economic interest in, such Specified
          Affiliate)  and  the  sale,  transfer or other disposition by any
          Subsidiary  or  by any Specified Affiliate of any shares of stock
          of  any  other Subsidiary or other Specified Affiliate (except to
          the  Trust,  a  Subsidiary  in which the Trust holds, directly or
          indirectly, an equity or voting interest equal to or greater than
          (in  percentage terms) its interest in the transferor Subsidiary,
          or  a  Specified  Affiliate  and  except,  in the case of a sale,
          transfer  or  disposition  of  shares  of  stock  of  a Specified
          Affiliate,  for  a  sale,  transfer  or disposition subject to an
          arrangement  assuring  to  the  Trust  substantially  all  of the
          economic interest in, such Specified Affiliate).

                 Capital Lease  means, at any time, a lease with respect to
          which  the  lessee  is  required  concurrently  to  recognize the
          acquisition  of  an  asset  and  the incurrence of a liability in
          accordance with GAAP.


<PAGE>
                Capital Lease Obligation  means, with respect to any Person
          and  a Capital Lease, the amount of the obligation of such Person
          as the lessee under such Capital Lease which would, in accordance
          with  GAAP,  appear  as  a  liability  on a balance sheet of such
          Person.

                 Code   means the Internal Revenue Code of 1986, as amended
          from  time  to  time,  and  the rules and regulations promulgated
          thereunder from time to time.

                 Consolidated Adjusted Capitalization  as of any date means
          t h e  sum  of  Consolidated  Adjusted  Tangible  Net  Worth  and
          Consolidated Debt as of such date.

                 Consolidated  Adjusted  Tangible  Net Worth  means, at any
          time,

                    (a)  the  sum  of (i) the par value (or value stated on
               the books of the Trust) of the capital stock or other equity
               interests  (but  excluding  treasury  stock,  capital  stock
               subscribed and unissued and mandatorily redeemable Preferred
               Stock  or  corresponding  equity interests) of the Trust and
               its  Subsidiaries  at  such time plus (ii) the amount of the
               paid-in  capital  and retained earnings of the Trust and its
               Subsidiaries  at  such  time,  in  each case as such amounts
               would  be shown on a consolidated balance sheet of the Trust
               and  its Subsidiaries as of such time prepared in accordance
               with GAAP, minus


                    (b)  to  the extent included in clause (a), all amounts
               properly  attributable to minority interests, if any, in the
               stock  or other equity interests and surplus of Subsidiaries
               (other than the Operating Partnership), minus

                    (c)  the  net book value of all assets, after deducting
               any  reserves  applicable thereto, which would be treated as
               intangible  under  GAAP, including, without limitation, good
               will,  trademarks,  trade names, service marks, brand names,
               copyrights,   patents  and  unamortized  debt  discount  and
               expense,  organizational  expenses  and  the  excess  of the
               equity  in any Subsidiary over the cost of the investment in
               such Subsidiary, plus

                    (d)  accumulated depreciation on real estate properties
               as  such  amount  would  be  shown on a consolidated balance
               sheet  of  the  Trust  and  its Subsidiaries as of such time
               prepared in accordance with GAAP.



<PAGE>
               Consolidated  Cash  Flow  Available  for  Interest Charges
          means,  in respect of any period, the sum of (a) Consolidated Net
          Income  for  such  period,  (b) the amount of all depreciation of
          real  estate owned and amortization allowances and other non-cash
          expenses of the Trust and its Subsidiaries but only to the extent
          deducted in the determination of Consolidated Net Income for such
          period,  (c)  Interest Charges but only to the extent deducted in
          the  determination of Consolidated Net Income for such period and
          (d)  all  provisions for any Federal, state or other income taxes
          made  by  the  Trust  and its Subsidiaries but only to the extent
          deducted in the determination of Consolidated Net Income for such
          period.

                 Consolidated Debt  means, as of any date of determination,
          the  total  of  all  Debt  of  the  Trust  and  its  Subsidiaries
          outstanding on such date, after eliminating all offsetting debits
          and  credits  among  the Trust and its Subsidiaries and all other
          items  required to be eliminated in the course of the preparation
          of  consolidated  financial  statements  of  the  Trust  and  its
          Subsidiaries in accordance with GAAP.

                 Consolidated  Net  Income    means,  with reference to any
          p e riod,  the  net  income  (or  loss)  of  the  Trust  and  its
          Subsidiaries  for  such  period, as determined in accordance with
          GAAP,  after  eliminating all offsetting debits and credits among
          t h e   Trust  and  its  Subsidiaries,  all  earnings  or  losses
          attributable  to  outstanding  Minority  Interests  and all other
          items  required to be eliminated in the course of the preparation
          of  consolidated  financial  statements  of  the  Trust  and  its
          Subsidiaries  in  accordance with GAAP, provided that there shall
          be excluded:

                    (a)  the  income  (or loss) of any Person accrued prior
               to  the  date  it  becomes a Subsidiary or is merged into or
               consolidated  with the Trust or a Subsidiary, and the income
               (or  loss) of any Person, substantially all of the assets of
               which  have  been  acquired  in any manner, realized by such
               other Person prior to the date of acquisition,

                    (b)  the  income  (or loss) of any Person (other than a
               Subsidiary)  in  which  the  Trust  or any Subsidiary has an
               ownership  interest,  except  to  the  extent  that any such
               income  has  been  actually  received  by  the Trust or such
               Subsidiary  in  the  form  of cash dividends or similar cash
               distributions,

                    (c)  the  undistributed  earnings  of any Subsidiary to
               the  extent  that the declaration or payment of dividends or
               similar  distributions by such Subsidiary is not at the time
               permitted  by  the  terms  of  its charter or any agreement,
               instrument,   judgment,  decree,  order,  statute,  rule  or
               governmental regulation applicable to such Subsidiary,


<PAGE>
                    (d)  any  restoration  to  income  of  any  contingency
               reserve,  except  to  the  extent  that  provision  for such
               reserve was made out of income accrued during such period,

                    (e)  any  aggregate  net  gain  or  aggregate  net loss
               during  such  period  arising  from  the  sale,  conversion,
               exchange  or  other disposition of capital assets (such term
               to  include,  without limitation, (i) all non-current assets
               and, without duplication, (ii) the following, whether or not
               current:   all fixed assets, whether tangible or intangible,
               all  inventory  sold  in conjunction with the disposition of
               fixed assets, and all Securities),

                    (f)  any  gains  resulting  from  any  write-up  of any
               assets  (but  not  any loss resulting from any write-down of
               any assets),

                    (g)  any  net  gain from the collection of the proceeds
               of life insurance policies,

                    (h)  any  gain  arising  from  the  acquisition  of any
               S e c u r ity  of  the  Trust  or  any  Subsidiary,  or  the
               extinguishment,  under GAAP, of any Debt of the Trust or any
               Subsidiary,

                    (i)  any  net  income  or  gain  (but not any net loss)
               during  such  period  from  (i)  any  change  in  accounting
               principles  in  accordance  with GAAP, (ii) any prior period
               a d j ustments  resulting  from  any  change  in  accounting
               principles  in accordance with GAAP, (iii) any extraordinary
               i t e m s,  or  (iv)  any  discontinued  operations  or  the
               disposition thereof,


                    (j)  any  deferred  credit  representing  the excess of
               equity in any Subsidiary at the date of acquisition over the
               cost of the investment in such Subsidiary,

                    (k)  in  the  case  of  a  successor  to  the  Trust by
               consolidation  or  merger  or as a transferee of its assets,
               any  earnings  of  the  successor  corporation prior to such
               consolidation, merger or transfer of assets, and

                    (l)  any  portion  of  such  net  income that cannot be
               freely converted into United States Dollars.

                 Consolidated  Priority  Debt    means,  as  of any date of
          determination,  the  total  of all Priority Debt of the Trust and
          its  Subsidiaries outstanding on such date, after eliminating all
          o f f s etting  debits  and  credits  among  the  Trust  and  its
          Subsidiaries and all other items required to be eliminated in the
          course of the preparation of consolidated financial statements of
          the Trust and its Subsidiaries in accordance with GAAP.

<PAGE>

                 Consolidated  Total  Assets    means  as  of  any  date of
          determination,  consolidated  total  assets  of the Trust and its
          Subsidiaries, after eliminating all offsetting debits and credits
          among the Trust and its Subsidiaries and all other items required
          to be eliminated in the course of the preparation of consolidated
          financial  statements  of  the  Trust  and  its  Subsidiaries  in
          accordance with GAAP.

                 Constituent  Companies   means the Trust and the Operating
          Partnership.

                 Debt    with  respect  to  any  Person means, at any time,
          without duplication,

                    (a)  i t s  liabilities  for  borrowed  money  and  its
               redemption  obligations in respect of mandatorily redeemable
               Preferred Stock;

                    (b)  its liabilities for the deferred purchase price of
               property acquired by such Person (excluding accounts payable
               arising in the ordinary course of business but including all
               liabilities created or arising under any conditional sale or
               other  title  retention  agreement  with respect to any such
               property);


                    (c)  all  liabilities appearing on its balance sheet in
               accordance with GAAP in respect of Capital Leases;

                    (d)  all  liabilities for borrowed money secured by any
               Lien  with  respect  to  any  property  owned by such Person
               (whether  or  not  it has assumed or otherwise become liable
               for such liabilities);

                    (e)  all  its  liabilities  in  respect  of  letters of
               credit  or  instruments serving a similar function issued or
               accepted  for  its  account  by  banks  and  other financial
               institutions  (whether  or  not representing obligations for
               borrowed money);

                    (f)  Swaps of such Person; and

                    (g)  any  Guaranty  of  such  Person  with  respect  to
               liabilities  of  a  type  described  in  any  of clauses (a)
               through (f) hereof.

          Debt  of  any Person shall include all obligations of such Person
          of  the  character  described  in  clauses (a) through (g) to the
          extent  such  Person  remains  legally  liable in respect thereof
          notwithstanding   that  any  such  obligation  is  deemed  to  be
          extinguished under GAAP.

<PAGE>

                 Default    means  an  event or condition the occurrence or
          existence of which would, with the lapse of time or the giving of
          notice or both, become an Event of Default.

                 Event  of  Default    is defined in Section 11 of the Note
          Purchase Agreements.

                Exchange Act  means the Securities Exchange Act of 1934, as
          amended.

                 GAAP  means generally accepted accounting principles as in
          effect from time to time in the United States of America.

                Guaranty  means, with respect to any Person, any obligation
          (except  the  endorsement  in  the ordinary course of business of
          negotiable  instruments for deposit or collection) of such Person
          guaranteeing or in effect guaranteeing any indebtedness, dividend
          or  other  obligation  of any other Person in any manner, whether
          directly    or   indirectly,   including   (without   limitation)
          o b l igations  incurred  through  an  agreement,  contingent  or
          otherwise, by such Person:


                    (a)  to purchase such indebtedness or obligation or any
               property constituting security therefor;

                    (b)  to advance or supply funds (i) for the purchase or
               payment  of  such  indebtedness  or  obligation,  or (ii) to
               m a intain  any  working  capital  or  other  balance  sheet
               condition  or  any  income  statement condition of any other
               Person  or  otherwise to advance or make available funds for
               the purchase or payment of such indebtedness or obligation;

                    (c)  to  lease  properties or to purchase properties or
               services  primarily for the purpose of assuring the owner of
               such  indebtedness or obligation of the ability of any other
               Person to make payment of the indebtedness or obligation; or

                    (d)  otherwise to assure the owner of such indebtedness
               or obligation against loss in respect thereof.

          In  any  computation  of the indebtedness or other liabilities of
          the  obligor  under  any  Guaranty,  the  indebtedness  or  other
          obligations  that  are  the  subject  of  such  Guaranty shall be
          assumed to be direct obligations of such obligor.

<PAGE>

                 Interest  Charges   means, with respect to any period, the
          sum  (without  duplication)  of  the  following  (in  each  case,
          eliminating all offsetting debits and credits among the Trust and
          its Subsidiaries and all other items required to be eliminated in
          t h e   course  of  the  preparation  of  consolidated  financial
          statements  of  the Trust and its Subsidiaries in accordance with
          GAAP):  (a)  all interest in respect of Debt of the Trust and its
          S u bsidiaries  (including  imputed  interest  on  Capital  Lease
          Obligations)  deducted in determining Consolidated Net Income for
          such  period,  and (b) all debt discount and expense amortized or
          required to be amortized in the determination of Consolidated Net
          Income for such period.

                 Interest  Charges  Coverage Ratio  means, at any time, the
          ratio  of  (a)  Consolidated  Cash  Flow  Available  for Interest
          Charges for the period of four consecutive fiscal quarters ending
          on,  or  most  recently ended prior to, such time to (b) Interest
          Charges for such  period.

                 Investment    means  any  investment,  made  in cash or by
          delivery  of  property,  by  the Trust or any of its Subsidiaries
          (i) in any Person, whether by acquisition of stock, Debt or other
          obligation  or  Security,  or by loan, guaranty, advance, capital
          contribution or otherwise, or (ii) in any property.

                 Lien    means,  with  respect to any Person, any mortgage,
          lien,  pledge, charge, security interest or other encumbrance, or
          any  interest  or  title  of  any vendor, lessor, lender or other
          secured  party to or of such Person under any conditional sale or
          other  title  retention  agreement or Capital Lease, upon or with
          respect to any property or asset of such Person (including in the
          case  of  stock,  stockholder agreements, voting trust agreements
          and all similar arrangements).

                 Material    means  material  in  relation to the business,
          operations, affairs, financial condition, assets or properties of
          the Trust and its Subsidiaries taken as a whole.

                 Memorandum  is defined in Section 5.3 of the Note Purchase
          Agreements.


                 Minority  Interest   shall mean any shares of stock of any
          class of, or any partnership, membership or other ownership in, a
          Subsidiary (other than directors qualifying shares as required by
          law)  that  are  not owned by the Trust and/or one or more of its
          Subsidiaries.

                 Person    means  an  individual, partnership, corporation,
          limited  liability  company,  association,  trust, unincorporated
          organization,  or a government or agency or political subdivision
          thereof.

                 Preferred  Stock    means  any class of capital stock of a
          corporation  that  is  preferred  over any other class of capital
          stock  of  such corporation as to the payment of dividends or the
          payment  of  any  amount  upon liquidation or dissolution of such
          corporation.

<PAGE>

                Priority Debt  means (i) Debt of either Constituent Company
          secured  by a Lien on any asset of either Constituent Company and
          (ii)  all  Debt  of  Subsidiaries  (except  Debt of the Operating
          Partnership  or  Debt  of  any  other  Subsidiary  owed to either
          Constituent Company or a Wholly-owned Subsidiary).

               The  term  property  or  properties  means, unless otherwise
          specifically  limited,  real  or  personal  property of any kind,
          tangible or intangible, choate or inchoate.

                 Restricted  Investments   means all Investments except the
          following:

                    (a)  Investments in property to be used in the ordinary
               course  of  business  of  the  Trust,  its  Subsidiaries and
               Specified Affiliates;

                    (b)  Investments  in  current  assets  arising  in  the
               ordinary  course  of business of the Trust, its Subsidiaries
               and Specified Affiliates;


                    (c)  Investments  directly  in  real  property  in  the
               ordinary  course  of business of the Trust, its Subsidiaries
               and Specified Affiliates;

                    (d)  Investments  in  entities  owning  real properties
               provided  that  (i) income from such Investments in any such
               entity  shall  be  qualified  dividends under the  75% gross
               income  test  under Section 856(c)(3) of the Code or (ii) at
               least 75% of income from such Investments in any such entity
               shall  be    rents  from  real  property    under applicable
               provisions of the Code;

                    (e)  I n v e stments  in  (i)  one  or  more  Specified
               Affiliates   or  any  Person  that  concurrently  with  such
               Investment becomes a Specified Affiliate or (ii) one or more
               Subsidiaries  or  any  Person  that  concurrently  with such
               Investment  becomes  a  Subsidiary,  provided that each such
               corporate Subsidiary is a  qualified REIT subsidiary  of the
               Trust  within  the  meaning of section 856(i) of the Code or
               any successor provision;

                    (f)  Investments    in   United   States   Governmental
               Securities, provided that such obligations mature within 365
               days from the date of acquisition thereof;

                    (g)  Investments in certificates of deposit or banker s
               acceptances issued by an Acceptable Bank, provided that such
               obligations   mature  within  365  days  from  the  date  of
               acquisition thereof;

<PAGE>

                    (h)  Investments in commercial paper in each case rated
                 A-1   or better by S&P or  P-1  or better by Moody s or an
               equivalent  rating  by  any  other  credit  rating agency of
               recognized national standing, and maturing not more than 270
               days from the date of creation thereof;

                    (i)  Investments in Repurchase Agreements;

                    (j)  Investments in tax-exempt obligations of any state
               of  the United States of America, or any municipality of any
               such  state with short term ratings in each case of at least
                 A-1   or better by S&P or  P-1  or better by Moody s or an
               equivalent  rating  by  any  other  credit  rating agency of
               recognized national standing, provided that such obligations
               mature within 365 days from the date of acquisition thereof;
               and

                    (k)  Unimproved Real Estate Investments.

          For  purposes  of this Agreement an Investment shall be valued at
          the  greater  of  (i)  cost  and  (ii)  the  value  at which such
          Investment  is  to  be  shown  on  the books of the Trust and its
          Subsidiaries in accordance with GAAP.


               As used in this definition of  Restricted Investments

                      Acceptable  Bank    means  any  bank or trust company
               (i)  which  is organized under the laws of the United States
               of  America  or  any  State thereof, (ii) which has capital,
               s u r p lus  and  undivided  profits  aggregating  at  least
               $500,000,000,  and  (iii)  whose  short-term  unsecured debt
               obligations (or the short-term unsecured debt obligations of
               the  bank holding company owning all of the capital stock of
               such  bank  or trust company) shall have been given a rating
               of  A-1  or better by S&P or  P-1  or better by Moody s.

                      Acceptable Broker-Dealer  means any Person other than
               a  natural  person  (i)  which  is registered as a broker or
               dealer  pursuant  to  the Exchange Act and (ii) whose short-
               term  unsecured  debt  obligations  shall  have been given a
               rating  of    A-1    or  better by S&P or  P-1  or better by
               Moody s.

                     Moody s  means Moody s Investors Service, Inc.

                     Repurchase Agreement  means any written agreement
<PAGE>

                         (a)  that  provides for (i) the transfer of one or
                    more   United  States  Governmental  Securities  in  an
                    aggregate principal amount at least equal to the amount
                    of  the  Transfer Price (defined below) to the Trust or
                    any  of  its Subsidiaries from an Acceptable Bank or an
                    Acceptable  Broker-Dealer  against  a transfer of funds
                    (the   Transfer Price ) by the Trust or such Subsidiary
                    to  such  Acceptable  Bank or Acceptable Broker-Dealer,
                    and  (ii) a simultaneous agreement by the Trust or such
                    Subsidiary,  in connection with such transfer of funds,
                    to  transfer  to  such  Acceptable  Bank  or Acceptable
                    Broker-Dealer  the same or substantially similar United
                    States  Governmental  Securities  for  a price not less
                    than  the  Transfer  Price  plus  a  reasonable  return
                    thereon at a date certain not later than 365 days after
                    such transfer of funds,

                         (b)  in   respect  of  which  the  Trust  or  such
                    Subsidiary shall have the right, whether by contract or
                    pursuant to applicable law, to liquidate such agreement
                    upon the occurrence of any default thereunder, and

                         (c)  in  connection  with  which the Trust or such
                    Subsidiary,  or  an agent thereof, shall have taken all
                    action  required  by  applicable  law or regulations to
                    perfect  a  Lien  in  such  United  States Governmental
                    Securities.

                     S&P  means Standard & Poor s Ratings Group, a division
               of McGraw Hill, Inc.

                      United States Governmental Security  means any direct
               obligation  of,  or  obligation  guaranteed  by,  the United
               States of America, or any agency controlled or supervised by
               or  acting  as  an  instrumentality  of the United States of
               America pursuant to authority granted by the Congress of the
               United  States  of  America,  so  long as such obligation or
               guarantee  shall  have  the  benefit  of  the full faith and
               credit of the United States of America which shall have been
               pledged pursuant to authority granted by the Congress of the
               United States of America.

                 Securities  Act    means  the  Securities  Act of 1933, as
          amended from time to time.


                 Security  has the meaning set forth in Section 2(l) of the
          Securities Act.

                 Series    is  defined  in  Section  1 of the Note Purchase
          Agreements.

<PAGE>

                 Specified Affiliate  means any corporation, association or
          other  business  entity  formed for the purpose of earning income
          not  qualified  as    rents  from real property  under applicable
          provisions  of  the  Code,  in  which the Trust owns, directly or
          indirectly,  substantially  all of the economic interest but less
          than  10%  of  the  voting  interests,  and  the charter or other
          organizational  documents  of  which contain provisions providing
          the  Trust,  directly  or indirectly, with substantially the same
          r i g h t s  as,  or  greater  rights  than,  those  provided  by
          A r t i c l e  Fourth,  Section  (C)(4)  of  the  Certificate  of
          Incorporation of Storage Realty Management Co., as filed with the
          Secretary of State of Delaware on October 21, 1994.

                 Subsidiary    means,  as  to  any Person, any corporation,
          association  or other business entity in which such Person or one
          or more of its Subsidiaries or such Person and one or more of its
          Subsidiaries owns sufficient equity or voting interests to enable
          i t   or  them  (as  a  group)  ordinarily,  in  the  absence  of
          contingencies,  to  elect a majority of the directors (or Persons
          performing similar functions) of such entity, and any partnership
          or  joint  venture  if more than a 50% interest in the profits or
          capital  thereof  is  owned  by such Person or one or more of its
          Subsidiaries  or  such Person and one or more of its Subsidiaries
          (unless  such  partnership  can  and  does  ordinarily take major
          business actions without the prior approval of such Person or one
          or  more  of  its  Subsidiaries).  In the case of the Trust, each
          Specified  Affiliate  shall  be  deemed to be a Subsidiary of the
          Trust  for  all  purposes  of this Guaranty and the Note Purchase
          Agreements.    Unless the context otherwise clearly requires, any
          reference to a  Subsidiary  is a reference to a Subsidiary of the
          Trust.

                  Swaps    means,  with  respect  to  any  Person,  payment
          obligations  with  respect to interest rate swaps, currency swaps
          and  similar obligations obligating such Person to make payments,
          whether periodically or upon the happening of a contingency.  For
          the  purposes  of  this  Agreement,  the amount of the obligation
          under  any Swap shall be the amount determined in respect thereof
          as  of  the end of the then most recently ended fiscal quarter of
          such   Person,  based  on  the  assumption  that  such  Swap  had
          terminated  at the end of such fiscal quarter, and in making such
          determination,  if  any  agreement relating to such Swap provides
          for  the  netting  of  amounts  payable  by  and  to  such Person
          thereunder or if any such agreement provides for the simultaneous
          payment of amounts by and to such Person, then in each such case,
          the  amount  of  such  obligation  shall  be  the  net  amount so
          determined.

                 Unencumbered  Assets   means at any time the book value of
          all  real  estate  properties  of the Trust and its Subsidiaries,
          prior to the deduction of accumulated depreciation thereon, which
          a r e    f ree  of  all  Liens  other  than  Liens  permitted  by
          paragraphs (a), (b), (c), (d), (e), (f) or (i) of Section 5.5.

<PAGE>

                 Unimproved  Real  Estate Investments  means Investments in
          unimproved   real  property  and  mortgages  on  unimproved  real
          property.

                 Unsecured  Debt    means  at any time the aggregate unpaid
          principal  amount  of  all Debt of the Trust and its Subsidiaries
          other  than  (i)  Debt of a Subsidiary owing to the Trust, to the
          Operating   Partnership  or  to  a  Wholly-Owned  Subsidiary  and
          (ii)  Debt  of the Trust or a Subsidiary secured by a Lien on one
          or more parcels of their real property.

                Wholly-Owned Subsidiary  means, at any time, any Subsidiary
          one hundred percent (100%) of all of the equity interests (except
          directors    qualifying shares) and voting interests of which are
          owned  by  any  one  or  more  of the Trust and the Trust s other
          Wholly-Owned Subsidiaries at such time.

          SECTION 6. COLLECTION EXPENSES.

               In  the  event  that the Trust shall be required to make any
          payment to any Noteholder pursuant to this Guaranty, it shall, in
          addition  to  such  payment,  pay to such Noteholder such further
          amount  as  shall be sufficient to cover the reasonable costs and
          expenses  of  collection,  including  reasonable compensation for
          legal  fees  actually incurred of one counsel for the Noteholders
          collectively,  and  any  expenses  or liabilities incurred by any
          Noteholder  hereunder.   The covenants contained in this Guaranty
          may be enforced by any Noteholder.

          SECTION 7. NO SUBROGATION UNTIL PAYMENT IN FULL.


               No payment by the Trust pursuant to the provisions hereof to
          any  Noteholder  shall  entitle  the Trust, by subrogation to the
          rights  of  the  holders  of  the  Notes in respect of which such
          payment  is  made  or  otherwise, to any payment by the Operating
          Partnership  or out of the property of the Operating Partnership,
          except after payment in full of the entire principal of, premium,
          if any, and interest on the Notes and any other amounts due under
          the  Note  Purchase  Agreements,  or  provision  for such payment
          satisfactory to the holders of the Notes.

          SECTION 8. INTERPRETATION.

               The  Trust  acknowledges and agrees that the obligations and
          agreements  contained  herein  are  in  addition  to,  and not in
          limitation of, any limitations or restrictions to which the Trust
          may be subject under the Note Purchase Agreements.

          SECTION 9. SUCCESSORS AND ASSIGNS.

               All  covenants  and agreements contained in this Guaranty by
          or on behalf of the Trust shall be binding upon the Trust and its
          successors  and  assigns  and  shall  inure to the benefit of the
          Purchasers and each and every Noteholder.

<PAGE>

          SECTION 10.     NOTICES.

               All   notices,   requests,   demands,   waivers   or   other
          communications  required or contemplated hereby shall be given or
          made  in  the  manner provided in Section 18 of the Note Purchase
          Agreements  at  the  Trust s address:  Storage Trust Realty, 2407
          Rangeline  Street,  Columbia,  Missouri  65202, Attention:  Chief
          Financial Officer.

          SECTION 11.     COUNTERPARTS.

               This  Guaranty  may  be  executed  simultaneously in several
          counterparts,  each of which shall be deemed an original, and all
          of which together shall constitute one and the same instrument.

          SECTION 12.     SEVERABILITY.


               In  case any one or more of the provisions contained in this
          Guaranty  shall  be  invalid,  illegal  or  unenforceable  in any
          respect,   the  validity,  legality  and  enforceability  of  the
          remaining  provisions  of  this  Guaranty shall not in any way be
          affected or impaired thereby.

          SECTION 13.     GOVERNING LAW.

               This  Guaranty  and  all  rights  arising hereunder shall be
          construed  and enforced in accordance with, and the rights of the
          parties  shall  be  governed by, the law of the State of Illinois
          excluding  choice-of-law principles of the law of such State that
          would require the application of the laws of a jurisdiction other
          than such State.

          SECTION 14.     NO RECOURSE TO SHAREHOLDERS ETC.

               No  obligation or liability whatsoever of the Trust (whether
          as  guarantor or as general partner of the Operating Partnership)
          on  account  of  or  arising  under  the Notes, the Note Purchase
          Agreements  or  this  Guaranty  Agreement  or  any other document
          executed  by the Trust or the Operating Partnership in connection
          herewith or therewith shall be personally binding upon, nor shall
          resort  for  the  enforcement  thereof  be  had  to,  the private
          property  of  any of the Trust s shareholders, trustees, officers
          or  employees, regardless of whether such obligation or liability
          of  the  Trust  is  in the nature of contract, tort or otherwise.
          Nothing  herein  shall  diminish  or  impair  the  rights  of the
          Purchasers  or  the  holders  from  time  to time of the Notes to
          pursue any remedy against the Trust or any assets of the Trust.

<PAGE>

             IN  WITNESS  WHEREOF, the Trust has caused this Guaranty to be
          duly executed as of the day and year first above written.
                              STORAGE TRUST REALTY
                                        By
                                          Its