Addendum No. 3 To Joint Venture Agreement of 8 October 1999 Dated September 2003

Exhibit 10.33


Addendum Nr. 3 to the Joint Venture Agreement of 8 October 1999

Between:

1. Shurgard Storage Centers Inc., having its registered office at Valley Street 1155, Suite 400 98109-4426, Seattle - USA, a Washington Corporation,


represented for the purpose of this Addendum by Mr. Charles Barbo,


hereinafter referred to as " Shurgard" ;

2. SSC Benelux Inc., having its registered office at Valley Street 1155, Suite 400 98109-4426, Seattle - USA, a Washington Corporation,

represented for the purpose of this Addendum by Harrell Beck,

hereinafter referred to as " SSC Benelux Inc." ; 3. Shurope Storage S.A., having its registered office at Quai du Commerce, 48 1000 Brussels Belgium,

registered with the Register of Legal Entities of Brussels under the number 592.760,


represented for the purpose of this Addendum by Harrell Beck and Charles Barbo,


hereinafter referred to as " Shurope" ;

4. Recom & Co S.N.C., having its registered office at Quai du Commerce, 48 - 1000 Brussels - Belgium,

registered with the Register of Legal Entities of Brussels under the number 611.914,


represented for the purpose of this Addendum by Mr. David Grant,


hereinafter referred to as " Recom & Co" ;

5. E-Parco S.A.R.L., having its registered office at 174, stede bugwy L-1940 Luxembourg,


registered with the Register of Legal Entities of Luxembourg under the number 68048,

represented for the purpose of this Addendum by [b7 ],


hereinafter referred to as " E-Parco" ;

6. European Self Storage S.A., having its registered office at Quai du Commerce, 48 1000 Brussels - Belgium,

registered with the Register of Legal Entities of Brussels under the number 511.581,


represented for the purpose of this Addendum by Mr. Patrick Metdepenninghen,


hereinafter referred to as " ESS" ;

7. Restructuring Competence S.A., having its registered office at Quai du Commerce, 48 1000 Brussels - Belgium,

registered with the Register of Legal Entities of Brussels under the number 580.021,


represented for the purpose of this Addendum by Mr. Patrick Metdepenninghen,


hereinafter referred to as " Recom" ; 8. Grana International S.A., having its registered office at Quai du Commerce, 48 1000 Brussels - Belgium,

registered with the Register of Legal Entities of Brussels under the number 496.476,


represented for the purpose of this Addendum by Mr Patrick Metdepenninghen,


hereinafter referred to as " Grana" ;

9. Fremont SE (G.P.) Ventures, L.L.C., a Delaware limited liability company, having its principal office at 199 Fremont Street, Suite 2500, San Francisco, CA 94105, U.S.A.,


represented for the purpose of this Addendum by Frederick P. Zarrilli,


hereinafter referred to as " Fremont GP" ;

10. Fremont SE (L.P.) Ventures, L.L.C., a Delaware limited liability company, having its principal office at 199 Fremont Street, Suite 2500, San Francisco, CA 94105, U.S.A.,


represented for the purpose of this Addendum by Claude J. Zinngrabe,


hereinafter referred to as " Fremont LLP" ;

11. Fremont SE (G.P.) Ventures, L.L.C., a Delaware limited liability company, having its principal office at 199 Fremont Street, Suite 2500, San Francisco, CA 94105, U.S.A.,


represented for the purpose of this Addendum by Matthew J. Reidy,


hereinafter referred to as " Fremont SE GP" ;

12. Fremont SE (L.P.) II Ventures, L.L.C., a Delaware limited liability company, having its principal office at 199 Fremont Street, Suite 2500, San Francisco, CA 94105, U.S.A.,


represented for the purpose of this Addendum by Claude J. Zinngrabe,


hereinafter referred to as " Fremont SE LP" ;

13. Fremont Investors, Inc., a Nevada corporation, having its principal office at 199 Fremont Street, Suite 2500, San Francisco, CA 94105, U.S.A.,

represented for the purpose of this Addendum by Claude J. Zinngrabe,


hereinafter referred to as " FII" ;

And :

14. Shurgard Self Storage SCA (formerly SSC Benelux & Co S.C.A.), having its registered office at Quai du Commerce/Handelskaai 48, 1000 Brussels,

registered with the Register of Legal Entities of Brussels under the number 587.679.


represented for the purpose of this Addendum by SSC Benelux Inc. and European Self Storage SA,


hereinafter referred to as the " Company" .


Whereas: (A) The Parties entered into that certain Joint Venture Agreement with respect to the Company dated 8 October 1999, as amended on 31 July 2000 and 24 April 2003 (the " Agreement" ). (B) In a securities purchase agreement dated 11 June 2003, as amended, (the " REIB Securities Purchase Agreement" ) , SSC Benelux Inc. has purchased the entire equity participations of REIB Europe Operator Limited (" Deutsche Bank GP" ) and REIB International Holdings Limited (" Deutsche Bank LLP" ) in the Company, comprising the 7 General Partner Interests owned by Deutsche Bank GP and the 52,615 Profit Certificates and the 5,225 New Profit Certificates owned by Deutsche Bank LLP.

(C) In a securities purchase agreement dated 11 June 2003, as amended, (the " AIG Securities Purchase Agreement" ), SSC Benelux Inc. has purchased the entire equity participations of AIG Self Storage GP, LLC (" AIG GP" ), AIG Self Storage LP, LLC (" AIG LLP" ) and AIRE Investments Se0rl (" AIRE" ) in the Company, comprising the 4 General Partner Interests owned by AIG GP, the 21,922 Profit Certificates and the 2,177 New Profit Certificates owned by AIG LLP and the 7,308 Profit Certificates and the 726 New Profit Certificates owned by AIRE. (D) As a consequence of these purchases, the Parties wish to amend certain Articles of the Agreement in accordance with the Letter Agreement dated 3 July 2003.


NOW, THEREFORE, the Parties hereto agree as follows: 1 Definitions

Unless otherwise defined herein, any word in this Addendum starting with a capital letter is a defined term and should have the same meaning as in the Agreement.

2 Article 1.1 of the Agreement

2.1 The definition of " CLCC" under Article 1.1 of the Agreement is replaced by the following definition:

" CLCC" shall mean the Belgian Co-ordinated Laws on Commercial Companies, as replaced by the Belgian Code of Companies."

2.2 The following definition of " Fremont Investors" is added to Article 1.1 of the Agreement:

" Fremont Investors" shall mean Fremont GP, Fremont SE GP, Fremont LLP and Fremont SE LP together;" .

2.3 The definition of " General Partner Investors" under Article 1.1. of the Agreement is replaced by the following definition:

" General Partner Investors" shall mean Fremont GP, Fremont SE GP and SSC Benelux Inc. together; provided, however, that SSC Benelux Inc. shall be deemed to be a General Partner Investor solely with respect to the General Partner Interests that it purchased from CSFB GP, Deutsche Bank GP and AIG GP; and provided, further, that SSC Benelux Inc. shall not be deemed to be a General Partner Investor for purposes of Article 8.3 (or any provision thereof) of the Agreement" . 2.4 The definition of " Limited Liability Partner Investors" under Article 1.1 of the Agreement is replaced by the following definition:

" Limited Liability Partner Investors" shall mean Fremont LLP, Fremont SE LP, and SSC Benelux Inc., together; provided, however, that SSC Benelux I ...