THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT
                                   AGREEMENT

     THIS THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this "Second
Amendment") is made and entered into as of this 31st day of January 2002, by and
between APCOA/STANDARD PARKING, INC., a Delaware corporation (the "Company") and
JAMES A. WILHELM ("Executive").

                                    RECITALS

     A. The Company and Executive are parties to an Executive Employment
Agreement dated August 1, 1999 (the "Employment Agreement"), which was modified
pursuant the First Amendment to Executive Employment Agreement dated April 25,
2001 ("First Amendment") and the Second Amendment dated October 19, 2001 (the
"Second Amendment"). The Employment Agreement, the First Amendment and Second
Amendment are hereinafter collectively referred to as the "Employment
Agreement". All capitalized terms used herein and not otherwise defined shall
have the same meaning ascribed to such terms in the Employment Agreement.

     B. The Company and Executive desire to amend certain terms of the
Employment Agreement as hereinafter set forth.

     NOW, THEREFORE, the Employment Agreement is hereby amended in the following
respects:

     1. Subparagraph (b) of Paragraph 2 is hereby amended by deleting the entire
subparagraph and inserting the following paragraph in lieu thereof:

        "(b) BONUS. For the calendar year ending December 31, 2002, the
        Executive shall be eligible for a pro-rata annual bonus of up to
        $150,000 (the "Annual Bonus") so long as the Company achieves not less
        than 96% of the EBITDA Goal (the "Minimum Attainment Level"). The Annual
        Bonus shall be calculated as the product of $150,000 multiplied by the
        EBITDA Attainment Level. Executive shall only be eligible for the Annual
        Bonus or a pro-rata portion thereof, as the case may be, upon the
        Company achieving the Minimum Attainment Level.

        For purposes of this Agreement, (i) the "EBITDA Goal" is $25 Million,
        determined following the end of the calendar year ending December 31,
        2002, from the Company's annual certified audit; and (ii) the "EBITDA
        Attainment Level" means the percentage of



        attainment of the EBITDA Goal from the Minimum Attainment Level to 100%.

        For each year during the term of the Agreement following the calendar
        year ending December 31, 2002, the parties shall mutually agree upon a
        new bonus formula.

        Notwithstanding anything contained in this subparagraph 2 to the
        contrary, if the Company shall make an acquisition of another company or
        entity which shall impact in any way the calculation of the Company's
        earnings and/or profits (losses) during calendar year 2002 or any year
        thereafter during the term of the Agreement, the parties agree to modify
        whatever bonus formula then in effect on terms mutually agreeable so
        that the impact of the acquisition does not distort the anticipated
        bonus goals previously agreed to.

        For calendar year ending December 31, 2001, Executive shall be eligible
        to receive 10/12ths of an annual bonus, based upon the terms and
        conditions of an annual bonus program established by the Company for
        such calendar year. "

     2. Except as specifically amended by this Third Amendment the Employment
Agreement shall remain unchanged and in full force and effect.

     IN WITNESS WHEREOF, Executive and the Company have executed this Third
Amendment as of day and year first above written.

     APCOA/Standard Parking, Inc.

     By:
             ---------------------------
             John V. Holten
             Chairman of the Board

     Executive:

             ---------------------------
             James A. Wilhelm