Addendum Dated February 28, 2003 To Joint Venture Agreement

Exhibit 10.38


Addendum to the Joint Venture Agreement


Between:

(1) SHURGARD SELF STORAGE SCA, a company organized and existing under the laws of Belgium having its registered office at Quai du Commerce/Handelskaai 48, 1000 Brussels, registered with the Commercial Register of Brussels (registration number 587.679),

Represented for the purposes of this Agreement by (i) SSC Benelux Inc., represented by David K. Grant, or (ii) European Self Storage SA, represented by Patrick Metdepenninghen,


Hereinafter referred to as " Shurgard" ;


And: (2) Crescent Euro Self Storage Investments SARL, a company in formation, to be organized and to exist under the laws of Luxembourg, which will have its registered office at 398, route d' Esch, L-1471 Luxembourg and which will be registered with the Commercial Register of Luxembourg,

Represented for the purposes of this Agreement by Asim Zafar, Muhannad M. Abulhasan and/or Henry Thompson,

Hereinafter referred to as " Luxco" .

Individually referred to as a " Party" , or collectively as the " Parties" .


Whereas: (A) Clause 9.1 of the joint venture agreement dated 20 December 2002 (the " Joint Venture Agreement" ) between Shurgard and Luxco, provides that each of the conditions precedent ...