AMENDMENT TO PURCHASE AND SALE AGREEMENT

Exhibit 10.5

AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT is dated as of May 31st, 2005 by and among the entities identified on Schedule 1 - Sellers attached hereto (individually, a “Seller”, and collectively, “Sellers”) and U-STORE-IT, L.P., a Delaware limited partnership (“Buyer”), amends the Purchase and Sale Agreement with an effective date of March 1, 2005, between Sellers and Buyer (“Agreement”). Capitalized terms not defined herein shall have the meanings ascribed thereto in the Agreement.

WHEREAS, Sellers have requested that the Project located at 4101 E. Fort Lowell Road, Tucson, Arizona (“Fort Lowell Project”), be withdrawn from, and no longer be subject to, the Agreement;

WHEREAS, Buyer has requested that the Inspection Period be extended to June 27, 2005 solely with respect to environmental matters relating to the Projects, and that the Closing Date be extended to July 7, 2005; and

WHEREAS, Sellers and Buyer desire to amend the terms of the Agreement in furtherance of the foregoing.

NOW THEREFORE, in consideration of the mutual terms, provisions, covenants and agreements set forth herein as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Sellers agree as follows:

1. The Fort Lowell Project is hereby withdrawn from the Agreement, and the aggregate Acquisition Value for the Projects is hereby reduced by the Acquisition Value allocated to the Fort Lowell Project.

2. The Inspection Period is hereby extended to June 27, 2005, solely with respect to environmental matters relating to the Projects. Seller agrees to reasonably cooperate with Buyer to resolve matters of title with respect to the Projects. The Closing Date is hereby extended to July 7, 2005.

3. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one Amendment. To facilitate execution of the Amendment, the parties may execute and exchange by facsimile counterparts of the signature pages.

[SIGNATURES ON THE FOLLOWING PAGE]

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The undersigned hereby execute this Amendment for purposes of Section 7.5 and Section 11.3 of the Agreement

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