Addendum No. 3 Dated As of September 22, 2003 To Joint Venture Agreement

Exhibit 10.40


Addendum III to the Joint Venture Agreement


Between:

(1) SHURGARD SELF STORAGE SCA, a company organised and existing under the laws of Belgium, having its registered office at Quai du Commerce/Handelskaai 48, 1000 Brussels, registered with the Register of Legal Entities (registration number 0587.679),


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 organised and existing under the laws of Luxembourg, having its registered office at 291 Route d' Arion, L-1150 Luxembourg and which will be registered with the Commercial Register of Luxembourg, under number B-93753,

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

Hereinafter referred to as " Luxco" .

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


Whereas: (A) At the date of signature hereof, an amount of EUR 10 million of the Tranche 1 Equity Commitment of Luxco, as set out in Clause 4.2.3 of the Joint Venture Agreement dated December 20, 2002 (the " Joint Venture Agreement" ) between Shurgard and Luxco, must still be paid by Luxco

(B) Although this was not provided for in the Joint Venture Agreement, the Parties agree that this amount may be paid by Luxco from the fu ...