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As filed with the Securities and Exchange Commission on May 10, 2004

Registration No. 333-112652

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Standard Parking Corporation
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 7521
(Primary Standard Industrial
Classification Code Number) 16-1171179
(I.R.S. Employer
Identification Number)

900 North Michigan Avenue, Suite 1600
Chicago, Illinois 60611
(312) 274-2000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)

Robert N. Sacks, Esq.
Executive Vice President—General Counsel and Secretary
Standard Parking Corporation
900 North Michigan Avenue, Suite 1600
Chicago, Illinois 60611
(312) 274-2000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

WITH COPIES TO:
Timothy B. Goodell, Esq. Jonathan E. Kahn, Esq. White & Case LLP 1155 Avenue of the Americas New York, New York 10036 (212) 819-8200	Stewart Dolin, Esq. J. Todd Arkebauer, Esq. Sachnoff & Weaver, Ltd. 30 South Wacker Drive, Suite 2900 Chicago, Illinois 60606 (312) 207-1000	Christopher D. Lueking, Esq. Latham & Watkins LLP Sears Tower, Suite 5800 233 South Wacker Drive Chicago, Illinois 60606 (312) 876-7700

        Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

        If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.    o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED MAY 10, 2004

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS

4,100,000 Shares

STANDARD PARKING CORPORATION

Common Stock

        This is the initial public offering of 4,100,000 shares of common stock issued by Standard Parking Corporation and no public market currently exists for our common stock. We expect that the initial public offering price will be between $14.00 and $16.00 per share of common stock.

        We have applied to have our shares of common stock approved for quotation on The NASDAQ National Market under the symbol "STAN."

        Investing in our common stock involves risks. See "Risk Factors" beginning on page 9 of this prospectus.

	Per share	Total
Offering price	$	$
Discounts and commissions to underwriters	$	$
Offering proceeds to Standard Parking, before expenses	$	$

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

        We and the selling stockholder, Steamboat Industries LLC (our parent company), have granted to the underwriters the option to purchase up to an additional 615,000 shares of common stock at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover over-allotments. The first 267,000 shares in the over-allotment option would be purchased from Steamboat Industries LLC. We will not receive any proceeds from sales by Steamboat Industries LLC.

William Blair & Company Thomas Weisel Partners LLC

The date of this prospectus is                        , 2004

You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus is accurate as of the date on the front of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

Information contained in our website does not constitute part of this prospectus.

Standard Parking Corporation, our logo and other trademarks mentioned in this prospectus are the property of their respective owners.

TABLE OF CONTENTS

	Page
Summary	1
Risk Factors	9
Special Note Regarding Forward-Looking Statements	21
Use Of Proceeds	22
Dividend Policy	22
Capitalization	24
Dilution	26
Selected Consolidated Financial Data	27
Company History	29
Ownership Recapitalization	30
Management's Discussion And Analysis Of Financial Condition And Results Of Operations	32
Quantitative And Qualitative Disclosures About Market Risk	50
Business	51
Management	65
Certain Relationships And Related Party Transactions	77
Principal and Selling Stockholders	82
Description Of Capital Stock	85
Material U.S. Federal Tax Considerations for Non-United States Holders of Common Stock	88
Shares Eligible For Future Sale	91
Underwriting	93
Legal Matters	95
Experts	95
Where You Can Find More Information	96
Index To Financial Statements	F-1

i

SUMMARY

This summary highlights information contained elsewhere in this prospectus. You should read the following summary carefully, together with the more detailed information in this prospectus regarding our company and the common stock being sold in this offering, including the section titled "Risk Factors" beginning on page 9 and the historical and interim financial statements of Standard Parking Corporation and the related notes thereto included elsewhere in this prospectus. As used in this prospectus, all references to "Standard Parking," "the Company," "we," "us," "our" and the like refer to Standard Parking Corporation and its consolidated subsidiaries, unless the context otherwise requires. Except as otherwise indicated, information in this prospectus assumes the underwriters have not exercised their option to purchase a total of 615,000 shares of common stock from us and Steamboat Industries LLC to cover over-allotments and gives effect to the issuance of 4,100,000 shares of common stock pursuant to this offering. Calculations in this prospectus assume that the common stock is being offered at $15.00 per share (the midpoint of the range on the cover of this prospectus). In addition, except as otherwise indicated, information in this prospectus assumes the exchange of a portion of the Series C preferred stock for common stock, the retirement of all but ten shares of our other outstanding preferred stock, the conversion of options to purchase our Series D preferred stock into options to purchase our common stock, the refinancing of our existing senior credit facility with our new senior credit facility and the impact of our obligation to repurchase all shares of our pre-existing common stock held by minority stockholders and the purchase of an option held by one minority stockholder.

Overview

        We are a leading national provider of parking facility management services. We provide on-site management services at multi-level and surface parking facilities for all major markets of the parking industry. We manage approximately 1,900 parking facilities, containing over one million parking spaces in over 275 cities across the United States and Canada. Our diversified client base includes some of the nation's largest private and public owners, managers and developers of major office buildings, residential properties, commercial properties, shopping centers and other retail properties, sports and special event complexes, hotels, and hospitals and medical centers, including properties such as the Arco Tower in Los Angeles, the Four Seasons Hotel in Chicago, the Harvard Medical School in Boston, the Nationwide Arena in Columbus and Westfield Shoppingtown Century City in Los Angeles. In addition, we manage 122 parking-related and shuttle bus operations serving 64 airports, including Chicago O'Hare International Airport, Cleveland Hopkins International Airport and Dallas/Fort Worth International Airport. We also provide a range of ancillary services to satisfy client needs such as municipal meter collection and valet parking.

        During our 75 years in business, we have focused on providing our clients with superior management services and amenities to attract parking customers. We believe that our management services, coupled with a leading position in our core markets, help to maximize profitability per parking facility for both us and our clients. We believe that we have created our leading position by providing:

•

Ambiance in Parking®, an approach to parking that includes on-site, value-added services and amenities;



•

service enhancing information technology, including ClientView^SM, a proprietary client reporting system that allows us to provide our clients with on-line access to site-level financial and operating information;



•

comprehensive training programs for on-site employees, including our web-based Standard University® training programs for management-level personnel, that promote customer service and client retention; and



•

an internal audit and contract compliance group to monitor cash and operational controls.

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        We do not own any parking facilities and, as a result, we assume few of the risks of real estate ownership. We operate our clients' parking properties through two types of arrangements: management contracts and leases. Under a management contract, we typically receive a base monthly fee for managing the facility, and we may also receive an incentive fee based on the achievement of facility performance objectives. We also receive fees for ancillary services. Typically, all of the underlying revenues and expenses under a standard management contract flow through to our clients rather than to us. Under lease arrangements, we generally pay either a fixed annual rent, a percentage of adjusted gross customer collections, or a combination thereof to the property owner. We collect all revenues under lease arrangements and we are responsible for most operating expenses, but we are typically not responsible for major maintenance, capital expenditures or real estate taxes. As of March 31, 2004, we operated 84% of our locations under management contracts and 16% under leases.

Industry Overview

        The International Parking Institute, a trade organization of parking professionals, estimates that as of December 2002 (the latest year for which numbers are available) there were approximately 40,000 parking facilities in the United States generating over $29.0 billion in gross customer collections per year. Industry participants, the vast majority of which are privately held companies, consist of relatively few nationwide companies and hundreds of small regional or local operators, including a substantial number of companies that provide parking as an ancillary service in connection with property management or ownership. The parking industry from time to time experiences consolidation as smaller operators find that they lack the financial resources, economies of scale and management techniques required to compete with larger providers. We expect this trend will continue and provide larger parking management companies with opportunities to win business and acquire smaller operators.

Competitive Strengths

        We believe we have a number of strengths that will allow us to capitalize on these industry trends, including:

        Leadership in Core Markets.    We have a leading market presence in many major cities and airports. We consider our core urban markets to be those cities where we have a leading presence (as measured by number of locations), realize economies of scale, and have depth of management and a detailed knowledge of local markets. Because of the scale of our operations, we are able to spread administrative overhead costs across a large number of parking locations in a single market and generate higher average profitability per location in our core markets. We have also developed a particular expertise in providing parking and parking related services to the airport market, where we are the largest provider of parking services (as measured by number of locations). We consider our airports to be a core market as well. In our core markets we believe we compete more effectively for new business and are better able to retain existing locations. We believe that we are one of the leading providers (as measured by number of locations) within all of our core markets.

        Diverse Client Base.    We have a diverse client base, which enables us to mitigate the risk of a downturn in particular locations or markets while providing us with the ability to take advantage of growth opportunities in any of the markets we serve. Our client base is diversified across geography, number of clients and types of clients.

•

Geography.  We manage parking facilities in over 275 cities across 42 states and the District of Columbia in the United States and three provinces in Canada. Our core markets are Boston, Chicago, Cleveland, Columbus, Honolulu, Houston, Kansas City, Los Angeles, Minneapolis, New Orleans, Richmond, Toronto, Washington, D.C./Baltimore and our airport locations.



•

Number of clients.  We provide services at approximately 1,900 locations. No single client represented more than 6.2% of revenue or more than 3.2% of gross profit for the three months

2

ended March 31, 2004, and no single client represented more than 6.6% of revenue or more than 3.0% of gross profit for the year ended December 31, 2003.

•

Types of clients.  We provide on-site management services at multi-level and surface parking facilities for all major markets of the parking industry. Our diversified client base includes some of the nation's largest public and private owners, managers and developers of major office buildings, residential properties, commercial properties, shopping centers and other retail properties, sports and special events complexes, universities, hotels, hospitals and medical centers and many of the major airports in North America.

        Consistent, High-Level Service Offering.    Our ability to provide a uniformly high level of parking and related services is valued by our clients, who recognize that the parking experience often makes both the first and last impressions on their properties' tenants and visitors. Our employees undergo a concentrated training program that focuses on the delivery of professional services to our clients and their customers on a consistently high level. Our ability to consistently deliver these and related services improves our ability to win contracts at premier locations, retain existing locations and, therefore, improve our profitability.

        Strong Client Base and High Contract Retention.    Our client base consists of the leading names in a variety of markets including: Brookfield Properties Corporation, CB Richard Ellis, Crescent Real Estate Equities Company, Equity Office Properties, Grubb & Ellis, Jones Lang LaSalle, the City of Miami Beach and the City of New Orleans. Our client base also includes many of the major airports in North America, such as Chicago O'Hare International Airport, Cleveland Hopkins International Airport and Dallas/Fort Worth International Airport. Our track record in retaining locations has averaged 90% for the three year period ended March 31, 2004, which statistic also reflects the impact of our decision not to renew, or to terminate, unprofitable contracts.

        Focus on Low Risk Contracts.    Management contracts typically generate a fixed base management fee that is not dependent upon the operating performance of the location, and as a result, limits our exposure to adverse economic conditions, such as those resulting from the events of September 11, 2001. Given this dynamic, we have made a strategic decision to focus on securing business primarily through management contracts and not through ownership of parking facilities. When we enter into leases, we seek to negotiate low minimum rental commitments and often structure a variable component into the contract to mitigate lower revenues from economic downturns. In addition to adding new management contracts and leases, we intend to continue to strengthen our contract portfolio through the elimination of underperforming locations, which will further enhance our profitability.

        Experienced Executive Management Team.    Our executive management team of eight individuals has an average of 20 years experience in the parking industry, including an average of 17 years with us or our acquired companies.

Growth Strategy

        We believe we are well positioned to pursue the following growth strategies:

        Grow Contract Portfolio Within Our Core Markets.    Our strategy is to increase our presence and profitability in our core markets by continuing to provide sophisticated parking services and by capitalizing on our economies of scale and operating efficiency. We plan to continue to maximize our premium service, local market knowledge and management infrastructure to retain existing locations and compete aggressively for new business in these core markets. We regularly review potential acquisition opportunities to increase our position in our core markets.

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        Enhance Client Relationships Through Additional Services.    We believe we can deepen our relationships with existing clients and attract new clients by continuing to offer additional services that complement our parking expertise, such as shuttle bus, taxi-dispatch, municipal meter collection and valet-parking services. By offering these services to our clients, we increase our revenues and gross profit per location and strengthen our client relationships, which should enhance our ability to win new contracts and increase our retention rate.

        Develop New Market Opportunities.    We believe that a significant opportunity exists for us to expand our presence in markets such as university campus parking and hospital parking. In addition to expanded growth opportunities in the hospital and university markets, we see significant potential within the municipal on-street market, including enforcement services. We currently provide exclusive meter collection and management services for the City of Miami Beach, Florida, and we were recently awarded an exclusive contract to provide meter collection and management services for the City of Fort Myers, Florida.

        Develop New Core Markets.    We believe that numerous opportunities for growth are available by developing new core markets either through new contracts, acquisitions, alliances or partnerships. Our clients generally have a presence in a variety of urban markets where they seek to outsource the management of their parking facilities to a national parking service provider that can assist them in maximizing parking-related profit.

Ownership Recapitalization

        In connection with this offering, we and AP Holdings, Inc., our parent company prior to this offering, plan to recapitalize our ownership structure. As a result of these transactions:

•

our outstanding Series C preferred stock and all but ten shares of our Series D preferred stock will be retired;



•

options to purchase our Series D preferred stock will be converted into options to purchase our common stock; and



•

Steamboat Industries LLC and its subsidiary will become our majority stockholder and AP Holdings, Inc. will retain its existing interest in us, which will be diluted to a negligible percentage of our outstanding common stock.

        Additionally, as discussed in "Use of Proceeds", we will repurchase, as required by our stockholders' agreement, all of the common stock owned by our minority stockholders and also purchase an option held by one minority stockholder.

Risk Factors

        An investment in our common stock involves significant degrees of risk. We urge you to carefully consider all of the information described in the section entitled "Risk Factors" beginning on page 9.

        The address of our principal executive offices is 900 North Michigan Avenue, Suite 1600, Chicago, Illinois 60611, and our telephone number is (312) 274-2000. Our website address is www.standardparking.com. You should not construe the information on our website to be a part of this prospectus.

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This Offering

Common stock offered by us		4,100,000 shares
Common stock outstanding after this offering		9,896,192 shares(1)
Over-allotment option
	Offered by Steamboat Industries LLC	267,000 shares(2)
	Offered by us	348,000 shares
Use of proceeds		We expect to use the net proceeds from this offering of approximately $54.2 million (excluding the over-allotment option) as well as approximately $14.4 million(3) under our proposed $90.0 million new senior credit facility as follows:
		•	$62.3 million(4) to redeem or otherwise repurchase all of our 14% senior subordinated second lien notes due on December 15, 2006, or 14% notes, at 104% of principal amount including accrued interest; and
		•	$6.3 million(5) to repurchase shares of our common stock from our minority stockholders as required by our stockholders' agreement, and also to purchase an option held by one minority stockholder as discussed in "Ownership Recapitalization."
Proposed NASDAQ National Market symbol		"STAN"

(1)

Excluding authorized options to purchase 1,000,000 shares of common stock, of which options to purchase 611,916 shares of common stock are issued and outstanding, at a weighted average price of $7.55 per share.

(2)

All the beneficial owners of Steamboat Industries LLC are members of the immediate family of John V. Holten, our chairman. The first 267,000 shares in the over-allotment option would be purchased from Steamboat Industries LLC and any additional shares purchased pursuant to the over-allotment option would be purchased from us. We will not receive any proceeds from sales of shares, if any, by Steamboat Industries LLC.

(3)

We intend to borrow an additional $36.1 million to repay borrowings including accrued interest, pay a pre-payment fee under our existing senior credit facility and pay expenses associated with our new senior credit facility.

(4)

This amount reflects a March 31, 2004 closing and accrues at 14% per year. Additional amounts due on these 14% notes will be financed through our new senior credit facility. As of June 30, 2004, an additional $2.0 million would be required to redeem or otherwise repurchase all of our 14% notes, including accrued interest.

(5)

This amount reflects a March 31, 2004 closing and accretes at 11.75% per year. Additional amounts due under this agreement will be financed through our new senior credit facility. As of June 30, 2004, an additional $0.3 million would be required to pay amounts due under our stockholders' agreement. We are also issuing notes in an aggregate amount of $5.0 million which bear interest at a rate of 5.0% per year to these minority stockholders as part of the purchase price. The minority stockholders have consented to the assumption of this obligation by Steamboat Industries LLC and our release from this obligation without recourse to us, which will be reflected as additional paid-in capital in our financial statements.

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Summary Consolidated Financial Data

        The following table sets forth selected financial data and other operating information. The following summary consolidated statements of operations data for the years ended December 31, 2001, 2002 and 2003 have been derived from our consolidated financial statements, which are included elsewhere in this prospectus.

        The following unaudited balance sheet data as of March 31, 2004 and summary unaudited consolidated statements of operations data for the three months ended March 31, 2003 and 2004 have been derived from our unaudited consolidated financial statements, included elsewhere in this prospectus. These unaudited financial statements include all adjustments, consisting only of normal recurring adjustments, which we consider necessary for a fair presentation of our financial position and results of operations for those periods. Operating results for the three months ended March 31, 2004 are not necessarily indicative of results that may be expected for the year ending December 31, 2004.

        The following financial information should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical and interim financial statements and the related notes thereto included elsewhere in this prospectus.

Performance Metrics and Business Trends

        In evaluating our financial condition and operating performance, management's primary focus is on our gross profit, total general and administrative expense and general and administrative expense as a percentage of our gross profit. Although the underlying economics to us of management contracts and leases are similar, the manner in which we are required to account for them differs. Revenue from leases includes all gross customer collections derived from our leased locations (net of parking tax), whereas revenue from management contracts only includes our contractually agreed upon management fees and amounts attributable to ancillary services. Gross customer collections at facilities under management contracts, therefore, are not included in our revenue. Accordingly, while our revenue can fluctuate simply based on the proportion of leases to management contracts, our gross profit will not fluctuate merely because of the structure of our operating agreements. For example, as of March 31, 2004, 84% of our locations were managed under management contracts and 83% of our gross profit for the three months ended March 31, 2004 was derived from management contracts. Only 37% of total revenue (excluding reimbursement of management contract expenses), however, was from management contracts because under those contracts the revenue collected from parking customers belongs to our clients. Therefore, gross profit and total general and administrative expense, rather than revenue, are management's primary focus.

        Our ability to grow gross profit and add new locations during the last several years has been constrained due to our highly leveraged capital structure and limited liquidity. As a result, we have focused on controlling capital spending and general and administrative expense, and on reducing our total debt. In addition, we have concentrated on growing our profit by improving the efficiency of our operations and by either not renewing or by terminating unprofitable contracts. Based on these efforts, for the year ended December 31, 2002 compared to the year ended December 31, 2003, we improved average gross profit per location by 8.5%, from $29,885 to $32,409. For the three months ended March 31, 2003 compared to the three months ended March 31, 2004, we improved average gross profit per location by 8.2% from $7,519 to $8,136.

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																As Adjusted(1)
		Year Ended December 31,									Three Months Ended March 31,							Three Months Ended March 31, 2004
																Year Ended December 31, 2003
		2001			2002			2003			2003			2004
($ in thousands, except per share and operating data)
Statement Of Operations Data:
Parking services revenue
	Lease contracts	$	156,411		$	142,376		$	138,681		$	35,674		$	35,121	$	138,681	$	35,121
	Management contracts		87,403			78,029			76,613			17,969			20,873		76,613		20,873
	Reimbursement of management contract expense		317,973			326,146			330,243			76,813			87,721		330,243		87,721
Total revenue			561,787			546,551			545,537			130,456			143,715		545,537		143,715
Cost of parking services
	Lease contracts		142,555			128,871			125,153			32,818			32,424		125,153		32,424
	Management contracts		44,272			35,201			29,439			6,696			8,119		29,439		8,119
	Reimbursed management contract expense		317,973			326,146			330,243			76,813			87,721		330,243		87,721
Total cost of parking services			504,800			490,218			484,835			116,327			128,264		484,835		128,264
Gross profit
	Lease contracts		13,856			13,505			13,528			2,856			2,697		13,528		2,697
	Management contracts		43,131			42,828			47,174			11,273			12,754		47,174		12,754
Total gross profit			56,987			56,333			60,702			14,129			15,451		60,702		15,451
General and administrative expenses(2)(3)			29,979			30,133			32,694			8,111			8,483		33,344		8,646
Depreciation and amortization			15,501			7,554			7,501			1,890			1,586		7,501		1,586
Special charges			15,869			2,897			1,055			97			—		1,055		—
Management fee—parent company(4)			—			3,000			3,000			750			750		—		—
Valuation allowance related to long-term receivables			—			—			2,650			—			—		2,650		—
Operating income (loss)			(4,362	)		12,749			13,802			3,281			4,632		16,152		5,219
Interest expense, net(5)			17,599			15,965			16,559			4,001			4,282		8,339		2,103
Gain on extinguishment of debt			—			—			1,757			—			—		1,757		—
Bad debt provision related to related-party non-operating receivables			12,878			—			—			—			—		—		—
Minority interest expense			209			180			357			65			97		357		97
Income tax expense			406			428			624			178			178		624		178
Net (loss) income		$	(35,454	)	$	(3,824	)	$	(1,981	)	$	(963	)	$	75	$	8,589	$	2,841
Net income per share—basic																$	0.87	$	0.29
Net income per share—diluted																$	0.84	$	0.28
Shares used in income per share calculation—basic																	9,896,192		9,896,192
Shares used in income per share calculation—diluted																	10,200,000		10,200,000
Other Financial Data:
Gross customer collections		$	1,505,645		$	1,380,536		$	1,288,430		$	319,573		$	331,953
Capital expenditures		$	1,537		$	1,843		$	1,812		$	39		$	175
Number of managed locations			1,617			1,591			1,575			1,584			1,600
Number of leased locations			330			294			295			295			299
Number of total locations			1,947			1,885			1,870			1,879			1,899
Number of parking spaces			1,026,608			1,028,047			1,031,821			1,031,581			1,040,440

	As of March 31, 2004
	Actual			As Adjusted
($ in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	7,658		$	7,658
Working capital deficiency(6)		(13,474	)		(10,631	)
Total assets(7)		189,981			188,954
Total debt(8)		157,349			108,200
Stockholders' (deficit) equity(8)		(170,433	)		13,736

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(1)

The as adjusted data for the fiscal year ended December 31, 2003 and the three month period ended March 31, 2004 gives effect to the following as if each had occurred on the first day of the period specified: (i) this offering; (ii) the redemption or repurchase of our 14% Notes at a redemption premium of 104% of the principal amount, including accrued interest; (iii) the repayment and termination of our existing senior credit facility and the entering into of our new senior credit facility; (iv) the repurchase of all shares of common stock held by our minority stockholders, as required by our stockholders' agreement, and the purchase of the Series D preferred stock options held by minority stockholders; (v) the exchange of a portion of the Series C preferred stock for common stock and the retirement of all other outstanding shares of our Series C preferred stock and all but ten shares of Series D preferred stock (with an aggregate liquidation preference of $1,000); (vi) the conversion of all outstanding options to purchase shares of our Series D preferred stock into options to purchase our common stock; (vii) Steamboat Industries LLC and its subsidiary becoming our majority stockholder while AP Holdings, Inc. retains its existing ownership in us, which will be diluted to a negligible percentage of our outstanding common stock; and (viii) the elimination of the $3.0 million management fee and the addition of $0.7 million in annual general and administrative expense related to the employment and office of our chairman.

(2)

In accordance with SEC regulations, we have not included the incremental expenses we anticipate incurring as a result of having public equity in our "As Adjusted" numbers. We expect these general and administrative expenses to increase by approximately $1.0 million annually to cover increased directors and officers liability insurance, increased professional fees, NASDAQ listing fees, increased regulatory compliance costs and fees for our independent directors. During the fiscal year ended December 31, 2003 and the three months ended March 31, 2004, we recorded $25,000 and $75,000, respectively, in expenses related to these activities that are reflected in our actual financial results.

(3)

General and administrative expenses increased by $0.7 million and $0.2 million for the year ended December 31, 2003 and the three months ended March 31, 2004, respectively, when comparing actual and as adjusted amounts. This increase is a result of expenses related to the employment and office of our chairman.

(4)

The management fee terminates in conjunction with the completion of this offering.

(5)

Interest expense, net decreased by $8.2 million and $2.2 million for the year ended December 31, 2003 and the three months ended March 31, 2004, respectively, when comparing actual and as adjusted amounts. This decrease was a result of the redemption or repurchase of our 14% Notes and the effect of interest rate and borrowing level changes related to our senior credit facility.

(6)

Working capital deficiency represents the excess of current liabilities over current assets.

(7)

Total assets decreased by $1.0 million as of March 31, 2004 when comparing actual and as adjusted amounts. The decrease was a result of (i) the pre-payment of $0.3 million of interest costs associated with our 14% Notes and senior credit facility, (ii) the increase of deferred financing fees of $1.3 million associated with our new senior credit facility and (iii) the write-off of deferred financing fees of $2.6 million associated with our redemption or repurchase of our 14% Notes and our existing senior credit facility.

(8)

Refer also to "Capitalization" and associated notes thereto for explanation of changes from actual to as adjusted.

8

RISK FACTORS

You should carefully consider the risks described below in connection with reviewing this prospectus. If any of the events referred to below actually occur, our business, financial condition, liquidity and results of operations could suffer. In that case, the trading price of our common stock could decline and you may lose all or part of your investment. You should also refer to the other information in this prospectus, including our consolidated financial statements and the related notes.

Risks Related to Our Business

Our indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations.

        We have a significant amount of indebtedness. On March 31, 2004, on a pro forma basis giving effect to this offering and our new senior credit facility and the use of proceeds therefrom, we would have had total indebtedness of approximately $108.2 million, of which $49.6 million consisted of the 9¹/4% senior subordinated notes due 2008 (including $0.8 million of carrying value in excess of principal), and the balance consisting of other debt, including our new senior credit facility.

        Our indebtedness could have important consequences. For example, it could:

•

increase our vulnerability to general adverse economic and industry conditions;



•

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, growth initiatives, acquisitions and other general corporate purposes;



•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;



•

limit our ability to engage in activities that may be in our long-term best interests;



•

limit our ability to use capital as a means of retaining existing clients and attracting new clients;



•

be required to be repaid if we experience a change of control under the indenture governing our 9¹/4% notes;



•

make it more difficult for us to satisfy our obligations with respect to our debt;



•

place us at a competitive disadvantage compared to our competitors that have less debt and greater financial resources; and



•

limit our ability to borrow additional funds.

        We cannot assure you that cash flow from operations, combined with additional borrowings under the new senior credit facility and any future credit facility, will be available in an amount sufficient to enable us to repay our indebtedness, or to fund other liquidity needs. We and our subsidiaries may be able to incur substantial additional indebtedness in the future, which could cause the related risks to intensify. We will need to refinance all or a portion of our indebtedness, including our new senior credit facility and the 9¹/4% notes, on or before their respective maturities. We cannot assure you that we will be able to refinance any of our indebtedness, including our new senior credit facility and the 9¹/4% notes, on commercially reasonable terms or at all. If we are unable to refinance our debt, we may default under the terms of our indebtedness, which could lead to an acceleration of the debt. We do not expect that we could repay all of our outstanding indebtedness if the repayment of such indebtedness were accelerated.

9

We have sustained substantial net losses attributable to common stockholders and may not achieve profitability in the future.

        We have sustained substantial net losses attributable to common stockholders. We had a common stockholders' deficit of $170.4 million as of March 31, 2004. Continued lack of profitability would harm our financial condition and adversely impact our business.

Our history of net losses may inhibit our ability to access the capital markets; however, if we are able to access the capital markets, our stockholders may experience significant dilution.

        We may seek to raise additional capital to further reduce our debt and to fund our operations or growth strategies, including acquisitions, through public or private equity or debt financing. We cannot assure you that additional financing will be available, if needed, on acceptable terms, or at all. If additional capital is needed and not available, we may need to change our business strategy to slow our rate of expansion or reduce our operations. If we raise additional funds by issuing equity securities, our stockholders may experience dilution.

Our working capital and liquidity may be affected if a significant number of our clients require us to deposit all parking revenues into their respective accounts.

        We frequently contract with clients to hold parking revenues in our account and remit the revenues, minus the operating expenses and our fee, to our clients at the end of the month. Some clients, however, require us to deposit parking revenues in their accounts on a daily basis. This type of arrangement requires us to pay costs as they are incurred and receive reimbursement and the management fee after the end of the month. There can be no assurance that a significant number of clients will not switch to the practice of requiring us to deposit all parking revenues into their respective accounts, which would have a material adverse effect on our liquidity and financial condition.

Our business would suffer if the use of parking facilities we operate decreased.

        We derive a substantial portion of our revenues from the operation and management of parking facilities. Our business would suffer if the use of parking facilities in urban areas or at or near airports decreased. Further, our success depends on our ability to adapt and improve our products in response to evolving client needs and industry trends. If demand for parking is low due to decreased car and airplane travel resulting from increased gasoline prices, inclement weather, increased regulation, general economic slowdown or other factors, our business, financial condition, results of operations and our ability to achieve sufficient cash flow to service our indebtedness, may be materially adversely affected.

The operation of our business is dependent upon key personnel.

        Our success is, and will continue to be, substantially dependent upon the continued services of our executive management team. The loss of the services of one or more of the members of our executive management team could have a material adverse effect on our financial condition and results of operations. Although we have entered into employment agreements with, and historically have been successful in retaining the services of, our executive management, there can be no assurance that we will be able to retain them in the future. In addition, our continued growth depends upon our ability to attract and retain skilled operating managers and employees.

We have significant financial obligations under our lease at Bradley International Airport.

        We are the lessee under a 25-year lease with the State of Connecticut that expires on April 6, 2025, under which we lease the surface parking and 3,500 garage parking spaces at Bradley International Airport located in the Hartford, Connecticut metropolitan area. The parking garage was

10

financed on April 6, 2000 through the issuance of $47.7 million of State of Connecticut special facility revenue bonds. The Bradley lease provides that we deposit with a trustee for the bondholders all gross revenues collected from operations of the surface and garage parking, and from these gross revenues, the trustee pays debt service on the special facility revenue bonds, operating and capital maintenance expenses of the surface and garage parking facilities and specific annual guaranteed minimum payments to the State. Principal and interest on the Bradley special facility revenue bonds increases from approximately $3.6 million in lease year 2002 to approximately $4.5 million in lease year 2025. Our annual guaranteed minimum payments to the State increase from approximately $8.3 million in lease year 2002 to approximately $13.2 million in lease year 2024.

        To the extent that monthly gross receipts are not sufficient for the trustee to make the required payments we are obligated, pursuant to our guaranty agreements, to deliver the deficiency amount to the trustee within three business days of notice. We are responsible for these deficiency payments regardless of the amount of utilization for the Bradley parking facilities. We made payments of $1.2 million in 2002, net of repayments of $0.4 million, $3.3 million in 2003, and $1.2 million for the three months ended March 31, 2004 to cover these deficiency payments. Although the State of Connecticut has an obligation to raise parking rates to offset a decline in usage, there is no guarantee that the State of Connecticut will raise rates enough to offset a decline in usage or that any change in rates will result in revenues sufficient to cover the trustee's payments without resort to our guaranty. As of March 31, 2004, the net receivable for this contract, which comprises deficiency payments of $5.7 million, is included in long-term receivables. Although we expect to recover all amounts owed to us, we expect we may have to make material additional deficiency payments in the near term.

Our business would be harmed if fewer clients obtain insurance through us.

        Many of our clients have historically chosen to obtain liability insurance for the locations we manage through us. Clients do, however, have the option of purchasing such insurance independently, as long as we are named as an additional insured pursuant to an additional insured endorsement. We purchase insurance policies at prices that we believe represent a discount to the prices that would typically be charged to parking facility owners on a stand-alone basis. Pursuant to our management contracts, we charge our clients for insurance at rates we believe are competitive. A material reduction in the amount of insurance obtained through us could have a material adverse effect on our operating income.

Additional funds would need to be reserved for future insurance losses if such losses are worse than expected.

        We provide liability and worker's compensation insurance coverage consistent with our obligations to our clients under our various management contracts and leases. We are obligated to reimburse our insurance carrier for each loss incurred in the current policy year up to the amount of a deductible specified in our insurance policies. The deductible for our various liability and workers' compensation policies is $250,000. We also purchase group health insurance for eligible full-time employees and family members and self-insure for up to $125,000 per year per covered individual in eligible incurred medical expenses. Our financial statements reflect our funding of all such obligations based upon guidance and evaluation we have received from third party insurance professionals. There can be no assurance, however, that the ultimate amount of our obligations will not exceed the amount presently funded or accrued, in which case we would need to set aside additional funds to reserve for any such excess. Our obligations could increase if we receive a greater number of insurance claims or the cost of claims generally increases. A material increase in insurance costs due to a change in the number of claims, claims costs or premiums paid by us could have a material adverse effect on our operating income.

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We could face considerable business and financial risk in implementing our growth strategy.

        We face substantial risks in growing our business, either organically or through acquisitions. Risks include:

•

Difficulties in the integration of new operations, technologies, products and personnel;



•

Competitive pressures;



•

Inability to maintain our standards, controls and procedures;



•

Risks of entering new geographic or service markets in which we have no or limited prior experience;



•

Potential loss of employees;



•

Limited availability of capital for working capital, capital expenditures, acquisitions and investment in information technology systems upgrades;



•

Diversion of management's attention; and



•

Expenses of any undisclosed or potential liabilities of any acquired company.

        Our growth will be directly affected by the results of operations of added parking facilities, which will depend, in turn, upon the competitive environment for acquisitions and new contracts and our ability to obtain suitable financing, contract terms and government licenses and approvals.

Our ability to expand our business will be dependent upon the availability of adequate capital.

        The rate of our expansion will depend in part upon the availability of adequate capital, which in turn will depend in large part upon cash flow generated by our business and the availability of equity and debt capital. We cannot assure you that we will be able to obtain equity or debt capital on acceptable terms or at all. Our new senior credit facility is expected to contain and the indenture governing our 9¹/4% notes contains provisions that restrict our ability to incur additional indebtedness and make substantial asset sales which might otherwise be used to finance our expansion. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our indebtedness. Our obligations under the proposed new senior credit facility are expected to be secured by substantially all of our personal property, which may further limit our access to certain capital markets or lending sources. As a result, we cannot assure you that we will be able to finance our current growth strategy.

The failure to successfully integrate possible future acquisitions or new contracts could have a negative impact on our business and the market price of our common stock.

        We plan to pursue acquisitions on a selective basis in the future. Successful integration and management of additional facilities will depend on a number of factors, many of which are beyond our control. There can be no assurance that suitable acquisitions or new contract candidates will be identified, that such acquisitions or new contracts will be consummated or that the acquired operations or new contracts can be integrated successfully. In addition, because of the price paid by us or because of the performance of acquired locations in operations after such acquisitions, there can be no assurance that the results of the acquired locations in operations will not be dilutive to our per share earnings. Any acquisition contemplated or completed by us may result in adverse short-term effects on our reported operating results, divert management's attention, introduce difficulties in retaining, hiring and training key personnel, and introduce risks associated with unanticipated problems or legal liabilities, cause the incurrence of additional debt, cause the issuance of additional equity, contingent liabilities and amortization of expenses related to intangible assets, some or all of which could reduce our profitability and harm our business.

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Our management contracts and leases expose us to certain risks.

        As of March 31, 2004, we operated approximately 84% of our parking facilities pursuant to management contracts. Under these contracts, we typically receive a base monthly fee for managing the facility as well as amounts attributable to ancillary services, and we may also receive an incentive fee based on the achievement of facility performance objectives. However, some management contracts, which are referred to as "reverse" management contracts, usually provide for larger management fees and require the facility manager to pay certain of these parking facility costs, which exposes us to greater risk. Many of these contracts are for a one-year term and may be canceled by the client for various reasons, including development of the real estate for other uses. Many of these contracts are cancelable on as little as 30 days' notice without cause. Our ability to continue operating in these facilities is based on the client's satisfaction with our performance.

        As of March 31, 2004, we operated approximately 16% of our parking facilities pursuant to leases. Although there is generally more potential for income from leased facilities than from management contracts, they also generally carry more risk. Under some of these lease contracts, we are obligated to pay to the owner of the facility a fixed base rent, often regardless of the actual utilization of the facility. Some of these leases can be for periods exceeding ten years. Maintenance and operating expenses for leased facilities are borne by us and are not passed through to the owner, unlike management contracts. A decline in facility utilization could result in lease payments exceeding the revenues received for operating the parking facility. Many of these leases may be canceled by the client for various reasons, including development of the real estate for other uses. Some are cancelable on as little as 30 days' notice without cause.

        The loss or renewal on less favorable terms of a substantial number of management contracts or leases could have a material adverse effect on our business, financial condition and results of operations. In addition, because certain management contracts and leases are with state, local and quasi-governmental entities, changes to certain governmental entities' approaches to contracting regarding parking facilities could affect such contracts. A material reduction in the operating income associated with ancillary services we provide under management contracts and leases, including increases in costs or claims associated with, or a reduction in the number of clients purchasing, insurance we provide, could have a material adverse effect on our business, financial condition and results of operations. To the extent that management contracts and leases are cancelable without cause, most of these contracts would also be cancelable in the event of bankruptcy, despite the automatic stay provisions under bankruptcy law.

Our business may be harmed as a result of terrorist attacks.

        Any terrorist attacks, particularly in the United States or Canada, may negatively impact our business and results of operations. Attacks have resulted in, and may continue to result in, increased government regulation of airlines and airport facilities, including imposition of minimum distances between parking facilities and terminals, resulting in the elimination of currently managed parking facilities, and increased security checks of employees and passengers at airport facilities. These types of regulations could impose costs that we may not be able to pass on to clients and reduce revenues. To the extent that these attacks deter people either from flying or congregating in public areas, demand for parking at airports and at urban centers may decline. This decline may result in fewer owners of these facilities hiring us to manage their parking facilities and lower incentive payments under those contracts where we receive an incentive fee based on facility utilization or other factors. If these attacks cause or exacerbate a slowdown in the general economy, a similar effect may occur. An overall economic slowdown could reduce traffic at parking facilities we operate. Additional terrorist attacks, an escalation of hostilities abroad or war could have a material adverse impact on our business, financial condition and results of operations.

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We operate in a very competitive business environment.

        Competition in the field of parking facility management is intense. The market is fragmented and is served by a variety of entities ranging from single lot operators to large regional and national multi-facility operators, as well as municipal and other governmental entities that choose not to outsource their parking operations. Competitors with greater resources may be able to adapt more quickly to changes in customer requirements, or devote greater resources to the promotion and sale of their products. Competitors with greater financial resources may also be able to win contracts that require larger investments in working capital or capital expenditures on the parking facility. Many of our competitors also have long-standing relationships with our clients. Providers of parking facility management services have traditionally competed on the basis of cost and service. As we have worked to establish ourselves as one of the principal members of the industry, we compete predominately on the basis of high levels of service and strong relationships. We may not be able to, or may choose not to, compete with certain competitors on the basis of price. As a result, a greater proportion of our clients may switch to other service providers or self-manage.

Increased government regulation of airports and reduced air travel may affect our performance.

        We derive a significant percentage of our gross profit from parking facilities and parking related services in and around airports. For the three months ended March 31, 2004, approximately 16.0% of gross profit was derived from those operations. The Federal Aviation Administration generally prohibits parking within 300 feet of airport terminals during periods of heightened security. While the prohibition is not currently in effect, there can be no assurance that this governmental prohibition will not again be reinstated. The existing regulations governing parking within 300 feet of airport terminals or future regulations may prevent us from using certain parking spaces. Reductions in the number of parking spaces and air travelers may reduce our revenues and cash flow for both our leased facilities and those facilities we operate under management contracts.

The sureties for our performance bond program will require additional collateral to issue or renew performance bonds in support of certain contracts.

        Under substantially all of our contracts with municipalities, government entities and airports, we are required to provide a performance bond to support our obligations under the contract. Due to our current financial condition and the financial state of the surety bond industry, the sureties for our performance bond program require us to collateralize our performance bonds with letters of credit. Our need to collateralize surety bonds reduces the availability of funds under our new senior credit facility and limits funds available for debt service, investments in our growth strategies, working capital and capital expenditure requirements. If we are unable to provide sufficient collateral in the future, our sureties may not issue performance bonds to support our obligations under certain contracts. As of March 31, 2004, we had approximately $5.4 million of letters of credit outstanding as collateral with respect to our surety's issuance of performance bonds.

        As is customary in the industry, a surety provider can refuse to provide a bond principal with new or renewal surety bonds. If any existing or future surety provider refuses to provide us with surety bonds, there can be no assurance that we would be able to find alternate providers on acceptable terms, or at all. Our inability to provide surety bonds could also result in the loss of existing contracts. Failure to find a provider of surety bonds, and our resulting inability to bid for new contracts or renew existing contracts, could have a material adverse effect on our business and financial condition.

We believe that our client base is becoming more concentrated.

        Due to the fact that national property owners, managers and developers and other property management companies tend to own or manage multiple properties, our ability to provide parking

14

services for a large number of properties becomes dependent on our relationships with these entities. As this happens, such clients become more significant to our business. The loss of one of these clients or the sale of properties they own to clients of our competitors could have a material adverse effect on our business and financial condition. Additionally, large clients with extensive portfolios have greater negotiating power when negotiating contracts, which could adversely affect our profit margins.

We must comply with regulations that may impose significant costs on us.

        Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in such property. These laws typically impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. In connection with the operation of parking facilities, we may be potentially liable for such costs. Although we are currently not aware of any material environmental claims pending or threatened by any party against us or any of our operated parking facilities, no assurances can be given that a material environmental claim will not be asserted against us or against the parking facilities we operate. The cost of defending against claims of liability, or of remediating a contaminated property, could have a material adverse effect on our business, financial condition and results of operations.

        Various other governmental regulations affect our operation of parking facilities, both directly and indirectly, including air quality laws, licensing laws and the Americans with Disabilities Act of 1990, or ADA. Under the ADA, all public accommodations, including parking facilities, are required to meet certain federal requirements related to access and use by disabled persons. A determination that we or the facility owner is not in compliance with the ADA could result in the imposition of fines or damage awards against us. In addition, several state and local laws have been passed in recent years that encourage car pooling and the use of mass transit. For example, a Los Angeles, California law prohibits employers from reimbursing employee parking expenses. Laws and regulations that reduce the number of cars and vehicles being driven could adversely impact our business.

        We collect and remit sales/parking taxes and file tax returns for and on behalf of ourselves and our clients. We are affected by laws and regulations that may impose a direct assessment on us for failure to remit sales/parking taxes and filing of tax returns for ourselves and on behalf of our clients.

Prior transactions, as well as this offering, may limit our ability to utilize our remaining net operating losses and may accelerate future payment of taxes.

        We have substantial net operating losses, or NOLs, for U.S. federal and state income tax purposes. Depending on the value of any equity interests issued or transferred within any three-year period to unaffiliated parties in relation to the total value of our equity interests, an ownership change may be deemed to occur for purposes of U.S. federal income tax code Section 382 that may limit our ability to utilize our remaining NOLs in future taxable years to reduce our taxable income.

        In 2002, we and AP Holdings, Inc., completed a debt and equity restructuring which, depending on the resolution of various issues, may have resulted in an ownership change for Section 382 purposes that would limit our ability to utilize our remaining NOLs for future taxable years.

        We expect that the offering plus other related transactions will result in an ownership change for Section 382 purposes, thereby limiting our future usage of the NOLs.

We may be unable to renew our insurance coverage.

        Our liability and worker's compensation insurance coverage expires on an annual basis. Failure to renew the existing coverage or to procure new coverage would have a material adverse effect on our

15

business, financial condition and results of operations by preventing us from accepting new contracts and by placing us in default under a majority of our existing contracts. There can be no assurance that our insurance carriers will in fact be willing to renew our coverage at any rate at the expiration date.

        During the past several years we have solicited insurance quotes from alternate insurance carriers, but there can be no assurance, given the current state of the insurance industry and our current financial condition, that any alternate insurance carriers will offer to provide similar coverage to us or, if they will, that their quoted premiums will not exceed those received from our current carrier. A material increase in the cost of insurance premiums could adversely affect our financial condition and results of operations.

Many of our employees are covered by collective bargaining agreements.

        Approximately 25% of our employees are represented by labor unions. Approximately 23% of our collective bargaining contracts, representing 8% of our employees, are up for renewal in 2004. There can be no assurance that we will be able to renew existing labor union contracts on acceptable terms. Employees could exercise their rights under the labor union contract, which could include a strike or walk-out. In such cases, there are no assurances that we would be able to staff sufficient employees for our short-term needs. Any such labor strike or our inability to negotiate a satisfactory contract upon expiration of the current agreements could have a negative effect on our business and financial results.

        We make contributions to multiemployer benefit plans on behalf of certain employees covered by collective bargaining agreements and could be responsible for paying unfunded liabilities incurred by such benefit plans, which amount could be material.

Economic and demographic trends could materially adversely affect our business.

        Our business operations are located in North America and tend to be concentrated in large urban areas. To the extent that economic or demographic factors result in: the movement of white-collar jobs from urban centers to suburbs or even out of North America; increased office vacancies in urban areas or movement toward home office alternatives; or lower consumer spending or employment levels, our business could be materially adversely affected.

16

Risks Related to this Offering and Our Capital Structure

The price of our common stock may fluctuate substantially.

        The market price of our common stock may fluctuate substantially due to many factors, including:

•

actual or anticipated fluctuations in our results of operation;



•

announcements of significant contracts by us or our competitors;



•

the commencement of our involvement in litigation;



•

major catastrophic events;



•

inclement weather that reduces urban parking, air travel and airport parking or increases parking maintenance costs, such as for snow removal;



•

increases in interest rates;



•

our sale of common stock or other securities in the future;



•

investor perceptions of the conditions and trends in the parking industry in general and our company in particular;



•

change in market valuation or earnings of our competitors;



•

the trading volume of our common stock;



•

loss of external funding sources;



•

sales of large blocks of stock or sales by insiders;



•

increases in gasoline or jet fuel prices that reduce airport use or automobile use;



•

increases in insurance related costs or losses;



•

departures of key personnel;



•

changes in analyst estimates or ratings;



•

changes in the estimation of the future size and growth rate of our markets; and



•

general economic conditions.

        In addition, the stock market in general, and The NASDAQ National Market in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of quoted companies. These broad market and industry factors may materially harm the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted against that company. Such litigation, if instituted against us, could result in substantial costs and diversion of management's attention and resources.

We cannot assure you that an active market will develop for our common stock or what the market price for our common stock will be in the future and, in the event that an active trading market does not develop, you may be unable to resell your shares.

        Prior to this offering, there has been no public market for our common stock. Although we have applied to have our common stock quoted on The NASDAQ National Market, there can be no assurance that such application will be approved or, if approved, that an active trading market will develop or continue after this offering or that the market price of our common stock will not decline below the initial public offering price. The initial public offering price of our common stock will be determined by negotiations among us and the representatives of the underwriters, and may not be

17

indicative of the market price for shares of our common stock after this offering. Prices for the shares of our common stock after this offering will be determined in the market and may be influenced by many factors, including the depth and liquidity of the market for our common stock, investor perception of us and our business, the parking management industry as a whole and general economic and market conditions. In the event an active trading market does not develop for our common stock, you may be unable to resell your shares at a price acceptable to you or at all.

Future sales of our common stock, or the perception in the public markets that these sales may occur, could depress our stock price.

        Sales of substantial amounts of our common stock in the public market, or the perception in the public markets that these sales may occur, could cause the market price of our common stock to decline. This could also impair our ability to raise additional capital through the sale of our equity securities. Upon completion of this offering, we will have 9,896,192 shares of our common stock outstanding or 10,244,192 shares of common stock outstanding if the underwriters' over-allotment option is exercised in full. In addition, we will have options to purchase a total of 611,916 shares outstanding under our Long-Term Incentive Plan, of which 491,916 will be vested. We intend to file a Form S-8 registration statement to register the 1,000,000 shares of common stock issuable under our plan. Our current stockholders and holders of options to acquire our common stock, on a fully-diluted basis assuming exercise of all outstanding options, are expected to own 61.0% of the outstanding shares of our common stock, or 56.6% of the outstanding shares of our common stock if the underwriters' over-allotment option is exercised in full. In addition, our parent company, Steamboat Industries LLC and its subsidiary, will hold 56.8% of our common stock after this offering and will have transferable registration rights with respect to such common stock. Steamboat Industries LLC will also have the ability to pledge its shares of our common stock as security for its debt obligations. Any transferees of the common stock from our parent company who also receive registration rights would be able to exercise these registration rights (following the 180-day "lock-up" period) and substantially increase the amount of our common stock in the public market. Following the expiration of a 180-day "lock-up" period, to which over 61.0% of our outstanding shares of common stock (including common stock with registration rights) and shares issuable upon the exercise of outstanding options are subject, the holders of those shares will generally be entitled to freely transfer those shares, either subject to the limitations of Rule 144 or pursuant to a registration statement. Please see "Shares Eligible for Future Sale." Moreover, William Blair & Company may, at its sole discretion and at any time without notice, release those holders from the contractual sale restrictions on their shares. In addition to the adverse effect a price decline could have on holders of our common stock, such a decline could impede our ability to raise capital or to make acquisitions through the issuance of additional shares of our common stock or other equity securities.

As a new investor you will immediately experience substantial dilution in book value as a result of this offering.

        The initial public offering price per share of common stock is expected to be substantially higher than the book value per share of common stock immediately after this offering. Assuming an offering price of $15.00, you will incur immediate and substantial dilution of $26.11 in the net negative tangible book value per share of the common stock from the price you paid. There are outstanding options to purchase an aggregate of 611,916 shares of our common stock at a weighted average exercise price of $7.55 per share, 491,916 of which will be vested and exercisable upon completion of this offering.

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Our certificate of incorporation, by-laws and Delaware law contain provisions that may prevent or delay a change of control that may otherwise be in the best interest of our stockholders.

        Certain provisions of our certificate of incorporation and by-laws, as well as provisions of the Delaware General Corporation Law, may make it more difficult or expensive or otherwise discourage a tender offer or a change in control or takeover attempt by a third-party, even if such a transaction would be beneficial to our stockholders. The existence of these provisions may have a negative impact on the price of our common stock by discouraging third-party investors from purchasing our common stock. In particular, we intend to amend our certificate of incorporation and by-laws prior to the offering to include provisions that would permit a special meeting of our stockholders to be called only by the chairman of our board of directors or our board of directors acting pursuant to a resolution adopted by a majority of the members of the entire board.

        In addition, we will be subject to Section 203 of the Delaware General Corporation Law, which provides certain restrictions on business combinations between us and any party acquiring a 15% or greater interest in our voting stock other than in a transaction approved by our board of directors and, in certain cases, by our stockholders. For additional information, please see "Description of Capital Stock."

We may incur increased costs as a result of recently enacted and proposed changes in laws and regulations.

        Recently enacted and proposed changes in the laws and regulations affecting public companies, including the provisions of the Sarbanes-Oxley Act of 2002 and rules proposed by the Securities and Exchange Commission and by The NASDAQ Stock Market, Inc., could result in increased costs to us as we evaluate the implications of any new rules and respond to their requirements. The new rules could make it more difficult for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

Our parent company, Steamboat Industries LLC and its wholly owned subsidiary, Steamboat Industries NV, which are controlled by our chairman, will control our major corporate decisions, and their interests may conflict with yours.

        After this offering, our new parent company, Steamboat Industries LLC and its wholly owned subsidiary, Steamboat Industries NV, which are controlled by our chairman, will own 58.5% of our outstanding common stock, or 53.9% of our outstanding common stock if the underwriters exercise their over-allotment option in full. As a result, Steamboat Industries LLC and its subsidiary will have control over us, the election and removal of the directors on our board of directors, and our management and policies. Steamboat Industries LLC and its subsidiary will also have control over all matters requiring stockholder approval, including the amendment of certain provisions of our certificate of incorporation and by-laws and the approval of fundamental corporate transactions. Steamboat Industries LLC will also have the ability to pledge shares of our common stock as security for its debt obligations. We will have only 12,000,000 shares of capital stock authorized, which is approximately 5% more than our outstanding capital stock after giving effect to all authorized options under our long-term incentive plan. As a result, our board of directors would need the consent of Steamboat Industries LLC and its subsidiary in order to issue additional common stock in connection with corporate actions that may be beneficial to our business or to our stockholders, such as increasing the number of shares authorized under our Long-Term Incentive Plan for the retention of management, acquisitions for stock and mergers. The ability of our parent company to control our major corporate

19

divisions may reduce the price that investors are willing to pay in the future for shares of our common stock.

        This concentration of ownership may harm the market price of our common stock by, among other things:

•

impeding the development of an active market for our common stock;



•

delaying, deferring or preventing a merger, consolidation, takeover, or other business combination involving our company;



•

causing us to enter into transactions or agreements that are not in the best interests of all stockholders;



•

discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our company; or



•

discouraging third-party investors.

        Unless an active market develops for our common stock, it may be difficult for us to raise capital by selling additional shares of common stock. This could harm our ability to raise additional capital, which we may need to fund our business, and to acquire other companies by using our common stock as consideration.

A majority of our board of directors will not be considered "independent" under the rules of The NASDAQ Stock Market, Inc.

        Steamboat Industries LLC and its subsidiary will own a majority of our common stock following the completion of this offering. As a result, we will certify that we are a "controlled company" under the rules of The NASDAQ Stock Market, Inc. and we intend to rely on the "controlled company" exception to the board of directors and committee composition requirements under rules of The NASDAQ Stock Market, Inc. Pursuant to this exception, we will be exempt from the rule that requires that (i) our board of directors be comprised of a majority of "independent directors"; (ii) our compensation committee be comprised solely of "independent directors"; and (iii) our nominating and corporate governance committee be comprised solely of "independent directors," as defined under the rules of The NASDAQ Stock Market, Inc. As a result, a majority of our board of directors will not be considered "independent" in accordance with the rules of The NASDAQ Stock Market, Inc. and our compensation and nominating and corporate governance committees will not be comprised solely of "independent directors," as only one member out of the three member-directors for each committee will be considered "independent" under the rules of The NASDAQ Stock Market, Inc. The "controlled company" exception does not modify the independence requirements of the audit committee, which we intend to fully comply with.

20

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus includes forward-looking statements. These statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business and growth strategies. The statements contained in this prospectus that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.

        We have used the words "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will" and similar terms and phrases, including references to assumptions in this prospectus to identify forward-looking statements. These forward looking statements are made based on our management's expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. These uncertainties and factors could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements. The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

•

an increase in owner-operated parking facilities;



•

changes in patterns of air travel or automobile usage, including effects of changes in gas and airplane fuel prices, effects of weather on travel and transportation patterns or other events affecting local, national and international economic conditions;



•

implementation of our operating and growth strategy, including possible strategic acquisitions;



•

the loss, or renewal on less favorable terms, of management contracts and leases;



•

player strikes or other events affecting major league sports;



•

changes in general economic and business conditions or demographic trends;



•

ongoing integration of past and future acquisitions in light of challenges in retaining key employees, synchronizing business processes and efficiently integrating facilities, marketing and operations;



•

changes in current pricing;



•

development of new, competitive parking-related services;



•

changes in federal and state regulations including those affecting airports, parking lots at airports and automobile use;



•

extraordinary events affecting parking at facilities that we manage, including emergency safety measures, military or terrorist attacks and natural disasters;



•

our ability to renew our insurance policies on acceptable terms, the extent to which our clients purchase insurance through us and our ability to successfully manage self-insured losses;



•

our ability to form and maintain relationships with large real estate owners, managers and developers;



•

our ability to provide performance bonds on acceptable terms to guarantee our performance under certain contracts;



•

the loss of key employees;



•

our ability to develop, deploy and utilize information technology;



•

our ability to refinance our indebtedness;



•

our ability to consummate transactions and integrate newly acquired contracts into our operations;



•

availability, terms and deployment of capital; and



•

the ability of Steamboat Industries LLC and its subsidiary to control our major corporate decisions.

        All of our forward-looking statements should be considered in light of these factors. We undertake no obligation to update our forward-looking statements or risk factors to reflect new information, future events or otherwise, except as may be required under applicable securities laws and regulations.

21

USE OF PROCEEDS

        We estimate that our net proceeds from the sale by us of shares of our common stock, based upon an assumed offering price of $15.00 per share, will be approximately $54.2 million or approximately $59.1 million if the underwriters exercise their over-allotment option in full, after deducting the underwriting discount and estimated offering expenses. We also intend to refinance our existing senior credit facility and enter into a $90.0 million new senior credit facility (with approximately $18.1 million of availability following this offering) which will mature in May 2007. We will not receive any proceeds from the sale of shares, if any, by Steamboat Industries LLC.

        We expect to use the net proceeds from this offering and a portion of our new senior credit facility as follows:

•

$62.3 million to redeem or otherwise repurchase all of our 14% notes due 2006 at 104% of principal amount including accrued interest; and



•

$6.3 million to purchase all shares of our common stock held by our minority stockholders and an option to purchase common stock held by one minority stockholder, pursuant to a stockholders' agreement as discussed in "Ownership Recapitalization."

        The amount needed to redeem or repurchase the 14% notes and to repurchase all shares of our common stock held by our minority stockholders and an option to purchase common stock held by one minority stockholder reflects a March 31, 2004 closing. The notes accrue at 14% per year. The amounts due under the stockholders' agreement accrete at 11.75% per year. An additional $2.3 million would be needed to redeem or repurchase our 14% notes and meet our obligations under the stockholders' agreement (assuming a June 30, 2004 closing), including accrued interest. Such additional funds would be financed through borrowings under our new senior credit facility.

        We will also issue notes in an aggregate principal amount of $5.0 million to the minority stockholders who are selling us common stock as part of the purchase price. The minority stockholders have consented to the assumption of this obligation by Steamboat Industries LLC and our release from this obligation without recourse to us, which will be reflected as additional paid-in capital in our financial statements.

        The amount and timing of the use of proceeds may vary depending upon a number of factors, including but not limited to, the timing of the redemption of the 14% notes. Until we use the proceeds of this offering for the above purposes, we intend to reduce borrowings under our proposed new senior credit facility or invest the funds in short-term, investment-grade, interest-bearing securities. For additional information regarding our sources and uses of capital, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

DIVIDEND POLICY

        Our board of directors sets our dividend policy. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business, but we may determine in the future to declare or pay cash dividends on our common stock. Any future determination as to the declaration and payment of dividends will be at the discretion of our board of directors and will depend on then existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors that our board of directors considers relevant.

        We did not pay a cash dividend in respect of our common stock in 2001, 2002 or 2003. By the terms of our senior credit facility, we are restricted from paying cash dividends on our capital stock while such facility is in effect. We accrued dividends in respect of our Series C redeemable preferred stock in additional shares of Series C redeemable preferred stock aggregating $6.4 million, $6.3 million

22

and $6.5 million for the years 2001, 2002 and 2003, respectively, and $1.7 million for the three months ended March 31, 2004. We accrued dividends in respect of our Series D preferred stock aggregating $7.2 and $9.2 million for the years 2002 and 2003, respectively, and $2.5 million for the three months ended March 31, 2004. In connection with this offering, we intend to exchange common stock for a portion of our Series C preferred stock, retire all other outstanding Series C preferred stock and all but ten shares of our Series D preferred stock (with an aggregate liquidation preference of $1,000) and convert options to purchase our Series D preferred stock into options to purchase our common stock. The outstanding Series D preferred stock will accrue dividends at 18%.

        The indenture governing our 9¹/4% notes also limits our ability to pay cash dividends. Unless we meet certain financial ratios, we may not pay dividends in respect of our capital stock, except for those payable in additional shares of capital stock.

        Our new senior credit facility is expected to restrict our ability to pay dividends on our common stock without our lenders' consent.

23

CAPITALIZATION

        The following table sets forth our capitalization as of March 31, 2004. The "Actual" column gives our capitalization on an actual basis without giving effect to this offering or any other transactions. The "As Adjusted" column gives pro forma effect to:

•

the sale of 4,100,000 shares of common stock by us in this offering at an assumed initial public offering price of $15.00 per share; the estimated proceeds from the offering are $54.2 million, net of our estimated offering expenses and underwriting discounts;



•

our entering into our new senior credit facility (for which we have a committed term sheet);



•

our anticipated use of the proceeds from this offering and the new senior credit facility is (i) to redeem or repurchase all of our 14% Notes for $62.3 million, which is comprised of $58.0 million in principal, $1.7 million in accrued interest, $0.3 million of prepayment of interest, as required in our 14% Notes agreement and $2.3 million related to a 4% redemption premium, (ii) to purchase all shares of our common stock held by our minority stockholders, as required by our stockholders' agreement for $6.0 million cash (plus a $5.0 million note), (iii) to purchase the option held by one minority stockholder for $0.3 million, and (iv) to repay indebtedness under our existing senior credit facility of $34.4 million, which is comprised of $32.9 million in principal, $0.6 million of accrued interest, $0.6 million prepayment penalty and $0.3 million of other financing costs; and



•

the ownership recapitalization, which includes the exchange of a portion of the Series C preferred stock for common stock, the retirement of all but ten shares (with an aggregate liquidation preference of $1,000) of our other outstanding shares of preferred stock and the conversion of options to purchase our Series D preferred stock into options to purchase our common stock.

        You should read the following capitalization data in conjunction with "Use of Proceeds," "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," the consolidated financial statements and accompanying notes and the other financial data included elsewhere in this prospectus.

				As of March 31, 2004
				Actual			As Adjusted
($ in thousands)
Cash and cash equivalents				$	7,658		$	7,658
Long-term debt (including current portion):
	Existing senior credit facility(1)(2)			$	32,900		$	—
	New senior credit facility(3)				—			50,460
	Senior subordinated notes:
		14% second lien notes due 2006, at face value(2)			58,029			—
		91/4% notes due 2008, at face value			48,877			48,877
		Excess of carrying value over principal(4)			9,437			757
			Sub-total		149,243			100,094
	Other debt(5)				8,106			8,106
Total long-term debt					157,349			108,200
Convertible redeemable preferred stock, Series D(6)(7)					58,937			1
Redeemable preferred stock, Series C(6)					62,049			—
Common stock subject to put/call rights(5)					11,027			—
Common stockholders' equity (deficit):
	Common stock and additional paid-in capital(6)				15,223			199,665
	Accumulated other comprehensive loss				(226	)		(226	)
	Accumulated deficit(8)				(185,430	)		(185,703	)
Total stockholders' equity (deficit)					(170,433	)		13,736
Total capitalization				$	118,929		$	121,937

(1)

At March 31, 2004, we had $21.4 million of letters of credit outstanding under our existing senior credit facility, borrowings against the existing senior credit facility aggregated $32.9 million and we had $10.7 million available under the existing senior credit facility.

24

(2)

The existing senior credit facility and 14% Notes would be repaid in entirety in conjunction with this offering.

(3)

In connection with this offering, we will enter into a proposed new senior credit facility which is expected to provide for borrowings of up to $90.0 million, $39.5 million of which would have been undrawn had the closing of this offering occurred on March 31, 2004 and $18.1 million would have been available under the new senior credit facility, net of outstanding letters of credit.

(4)

In accordance with accounting rules for troubled debt restructurings (FASB Statement No. 15), the $9.4 million reduction in principal arising from the refinancing in 2002 ($8.68 million related to the 14% Notes and $0.8 million related to the 9¹/4% Notes) remains as "debt", but will be amortized as a reduction to interest expense over the combined term of the 14% Notes and the remaining 9¹/4% Notes using the effective interest method. Additionally, we will record a gain of $8.68 million related to the redemption of our 14% Notes which will require a write-off of the carrying value in excess of principal attributable to the 14% Notes. This amount will not require a cash payment.

(5)

Pursuant to an agreement between us and our stockholders (as discussed in "Certain Relationships and Related Party Transactions—Company Stockholders Agreement"), we received notices in September and October of 2001 from holders of an aggregate of five shares of our common stock requiring us to purchase such shares for an aggregate price of $8.2 million. Our obligation to repurchase these shares accretes at 11.75% per year. In accordance with the terms of the stockholders' agreement, we have not made any payment for these shares since such payment has been prohibited under the terms of our debt instruments. We will repurchase these shares and an option to purchase our common stock with the net proceeds of this offering for $6.3 million, assuming the offering had occurred on March 31, 2004. We are also issuing notes in an aggregate amount of $5.0 million, which bear interest at a rate of 5.0% per year to the minority stockholders selling the shares as part of the purchase price. The minority stockholders have consented to the assumption of this obligation by Steamboat Industries LLC and our release from this obligation without recourse to us, which will be reflected as additional paid-in capital in our as adjusted financial statements.

(6)

The change in common stock and additional paid-in capital from actual to as adjusted is as follows:

Actual	$	15,223
Net proceeds from this offering		54,200
Exchange and/or retirement of Series C and the retirement of all but ten shares of Series D preferred stock for common stock		120,985
Accelerated vesting of stock options(9)		4,557
Note assumed by Steamboat Industries LLC(5)		5,000
Purchase option cost related to minority interest shareholders(10)		(300	)
As adjusted	$	199,665

(7)

Following the consummation of this offering, ten shares of Series D preferred stock, with an aggregate liquidation value of $1,000, will remain.

(8)

The change in accumulated deficit from actual to as adjusted is as follows:

Actual	$	(185,430	)
Non-cash stock option compensation expense(9)		(4,557	)
Write-off of deferred financing costs		(2,590	)
Incremental redemption premium on 14% Notes		(866	)
Gain related to write-off of excess of carrying value over principal(4)		8,680
Expense related to certain transaction costs(11)		(300	)
Prepayment penalty on existing senior credit facility		(640	)
As adjusted	$	(185,703	)

(9)

Options issued to our employees and employees of our affiliates to purchase shares of our Series D preferred stock will be converted into options to purchase shares of our common stock and these options will vest on completion of this offering. We will record a $4.6 million non-cash compensation expense relating to the accelerated vesting of these options and the stock grant made to the directors in connection with this offering.

(10)

Minority interest shareholders were given consideration of $11.3 million (refer also to note (5)) to purchase the $11.0 million minority interest in the Company and any remaining existing stock options of the minority interest parties.

(11)

Represents certain estimated costs associated with the ownership recapitalization of AP Holdings, Inc. associated with this offering.

25

DILUTION

        If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the net tangible book value per share of our common stock upon the completion of this offering.

        Calculations relating to the shares of common stock in the following discussion and tables assume the following have occurred as of March 31, 2004:

•

the exchange by Steamboat Industries LLC, an affiliate, of its shares of Series C preferred stock for our common stock;



•

the retirement of all other outstanding shares of our Series C preferred stock and all but ten shares of our Series D preferred stock and the conversion of options to purchase our Series D preferred stock into options to purchase our common stock;



•

the repayment of our senior credit facility and our entering into the new senior credit facility;



•

the redemption or repurchase of our 14% notes;



•

the purchase of all shares of common stock from our minority stockholders and an option to purchase common stock held by one minority stockholder.

        As of March 31, 2004, our net deficit in tangible book value after the transactions described above was approximately $164.1 million, or approximately $(28.31) per share. Net deficit in tangible book value per share represents the amount of our total assets less intangible assets and less our total liabilities, divided by the total number of shares of common stock outstanding.

        After giving effect to the sale of common stock by us in this offering at an assumed initial public offering price of $15.00 per share and our estimated receipt of the net proceeds from the sale and the events described above, our net negative tangible book value will be $(11.11) per share. This represents an immediate increase in net tangible book value of $17.20 per share to existing stockholders and results in immediate dilution of $(26.11) per share of common stock to new investors. The following table illustrates this per share dilution.

Assumed initial public offering price per share					$	15.00
	Net negative tangible book value per share before offering	$	(28.31	)
	Decrease in net negative tangible book value per share attributable to this offering		17.20
Net negative tangible book value per share after giving effect to this offering						(11.11	)
Dilution in net negative tangible book value per share to new investors					$	26.11

        The following table summarizes, as of March 31, 2004, the difference between the existing stockholders and the new investors with respect to the number of shares of common stock issued in this offering, the total consideration paid and the average price per share paid before deducting underwriting discounts and our estimated offering expenses. The calculations with respect to shares of common stock purchased by new investors in this offering reflect the initial public offering price of $15.00 per share.

	Shares Purchased			Total Consideration
								Average Price Per Share
	Number	%		Amount		%
Existing stockholders	5,796,192	58.6	%	$	40,683,000	39.8	%	$	7.02
New investors	4,100,000	41.4	%		61,500,000	60.2	%	$	15.00
Total	9,896,192	100.0	%	$	102,183,000	100.0	%

26

SELECTED CONSOLIDATED FINANCIAL DATA

        The following table sets forth selected financial data and other operating information. The selected historical consolidated financial data as of December 31, 2002 and 2003 and for the three years ended December 31, 2003 derived from our audited consolidated financial statements, which are included elsewhere in this prospectus. The table also presents historical consolidated financial data as of December 31, 1999, 2000 and 2001 and for the years ended December 31, 1999 and 2000 derived from our audited consolidated financial statements, which are not included in this prospectus. The table also presents unaudited historical consolidated financial data as of March 31, 2003 and 2004 and for the three months ended March 31, 2003 and 2004 derived from our unaudited consolidated financial statements, which are included elsewhere in this prospectus. The historical results do not necessarily indicate results expected for any future period. The selected financial data set forth below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements and notes thereto included in this prospectus.

		Year Ended December 31,															Three Months Ended March 31,
		1999			2000			2001			2002			2003			2003			2004
($ in thousands)
Statement Of Operations Data:
Parking services revenue
	Lease contracts	$	196,441		$	181,828		$	156,411		$	142,376		$	138,681		$	35,674		$	35,121
	Management contracts		51,458			70,654			87,403			78,029			76,613			17,969			20,873
	Reimbursement of management contract expense		269,427			308,591			317,973			326,146			330,243			76,813			87,721
Total revenue(1)			517,326			561,073			561,787			546,551			545,537			130,456			143,715
Cost of parking services
	Lease contracts		172,217			159,702			142,555			128,871			125,153			32,818			32,424
	Management contracts		20,877			32,643			44,272			35,201			29,439			6,696			8,119
	Reimbursed management contract expense		269,427			308,591			317,973			326,146			330,243			76,813			87,721
Total cost of parking services(1)			462,521			500,936			504,800			490,218			484,835			116,327			128,264
Gross profit
	Lease contracts		24,224			22,126			13,856			13,505			13,528			2,856			2,697
	Management contracts		30,581			38,011			43,131			42,828			47,174			11,273			12,754
Total gross profit			54,805			60,137			56,987			56,333			60,702			14,129			15,451
General and administrative expenses			32,453			36,121			29,979			30,133			32,694			8,111			8,483
Depreciation and amortization			9,343			12,635			15,501			7,554			7,501			1,890			1,586
Special charges			5,577			4,636			15,869			2,897			1,055			97			—
Management fee-parent company			—			—			—			3,000			3,000			750			750
Valuation allowance related to long-term receivables			—			—			—			—			2,650			—			—
Operating income (loss)			7,432			6,745			(4,362	)		12,749			13,802			3,281			4,632
Interest expense, net			15,684			17,382			17,599			15,965			16,559			4,001			4,282
Gain on extinguishment of debt			—			—			—			—			1,757			—			—
Bad debt provision related to related-party non-operating receivables			—			—			12,878			—			—			—			—
Minority interest expense			468			341			209			180			357			65			97
Income tax expense			752			503			406			428			624			178			178
Net loss		$	(9,472	)	$	(11,481	)	$	(35,454	)	$	(3,824	)	$	(1,981	)	$	(963	)	$	75

27

	Year Ended December 31,															Three Months Ended March 31,
	1999			2000			2001			2002			2003			2003			2004
($ in thousands except per share and operating data)
Balance Sheet Data (at end of period):
Cash and cash equivalents	$	5,215		$	3,539		$	7,602		$	6,153		$	8,470		$	7,152		$	7,658
Working capital deficiency		(12,180	)		(11,941	)		(20,156	)		(9,143	)		(9,243	)		(34,218	)		(13,474	)
Total assets		213,270			208,341			192,234			190,950			189,585			185,869			189,981
Total debt		167,469			174,996			175,257			166,173			161,079			152,969			157,349
Convertible redeemable preferred stock, series D		—			—			—			47,224			56,399			49,349			58,937
Redeemable preferred stock, series C		49,280			54,976			61,330			56,347			60,389			57,910			62,049
Common stock subject to put/call rights		4,589			6,304			8,500			9,470			10,712			9,713			11,027
Common stockholders' deficit		(79,611	)		(100,731	)		(133,185	)		(147,560	)		(166,002	)		(152,204	)		(170,433	)
Other Data:
Gross customer collections	$	1,369,319		$	1,545,690		$	1,505,645		$	1,380,536		$	1,288,430		$	319,573		$	331,953
Capital expenditures	$	10,261		$	4,684		$	1,537		$	1,843		$	1,812		$	39		$	175
Number of managed locations		1,422			1,559			1,617			1,591			1,575			1,584			1,600
Number of leased locations		404			364			330			294			295			295			299
Number of total locations		1,826			1,923			1,947			1,885			1,870			1,879			1,899
Number of parking spaces		1,012,000			1,033,587			1,026,608			1,028,047			1,031,821			1,031,581			1,040,440

(1)

Restated to include reimbursable management contract expenses in accordance with a new accounting standard (EITF 01-14) adopted during the second quarter ended June 30, 2002.

28

COMPANY HISTORY

        APCOA, Inc. evolved from the consolidation of various parking companies, several of which had special competence in the airport parking market. One of these companies first introduced the concept of paid airport parking in the United States at Cleveland-Hopkins International Airport in 1951. Standard Parking, L.P., which traces its business roots back to 1929 in Chicago, was operated as a family owned and controlled business until the time of its combination with APCOA in 1998. The business operated under the corporate name of Standard Parking Corporation from 1981 until 1995, when it was reconstituted as a limited partnership named Standard Parking, L.P. To avoid confusion, throughout this document we refer to Standard Parking, L.P. and the prior Standard Parking Corporation simply as the Standard Companies.

        APCOA, Inc. and the Standard Companies merged in March 1998 and the resulting company was called APCOA/Standard Parking, Inc. We refer to the merger as the "combination" throughout this prospectus. In April 2003 we changed our name to "Standard Parking Corporation."

        In 1998 and 1999, we made the following seven acquisitions for an aggregate of approximately $25.1 million, including earn-outs.

•

In July 1999, we acquired Universal Park Holdings, Inc., operating under the names U-Park and Select Valet Parking, in Vancouver, B.C.



•

In May 1999, we acquired various contracts of System Parking Inc. in Atlanta.



•

In April 1999, we acquired the assets of Pacific Rim Parking in Los Angeles.



•

In September 1998, we acquired Virginia Parking Services which operated under the name VAPARK in Richmond, Virginia.



•

In June 1998, we acquired Century Parking, Inc. and Sentry Parking Corporation which operated in the Los Angeles metropolitan area.



•

In May 1998, we acquired Executive Parking Industries LLC which operated in the Los Angeles metropolitan area.



•

In January 1998, we acquired the assets of Huger Parking Company, LLC which operated under the name Dixie Parking in New Orleans.

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OWNERSHIP RECAPITALIZATION

        In connection with this offering, we intend to simplify and recapitalize our ownership structure. Below is a summary of some of the historical events and ongoing transactions that have affected our capital structure.

        Our Minority Stockholders.    Prior to this offering, AP Holdings, Inc. owned 84% of our outstanding common stock, with the remainder held by the Carol R. Warshauer GST Exempt Trust, Waverly Partners, L.P. and SP Associates. Myron C. Warshauer, our former chief executive officer and director, and our current vice chairman emeritus, is trustee of the Carol R. Warshauer GST Exempt Trust and general partner of Waverly Partners, L.P. Mr. Warshauer disclaims beneficial ownership of the assets of the trust and of Waverly Partners, L.P. Each of these minority stockholders exercised their put rights in September and October 2001, pursuant to a 1998 stockholders' agreement, to require us to repurchase their shares. Mr. Warshauer also owns an option to purchase our common stock. Due to the terms of our debt agreements, we were restricted from purchasing their interests, but intend to fulfill our obligation to repurchase the shares and the option with the proceeds of this offering and our new credit facility. The aggregate purchase price, including accrued interest, that we will have to pay to the minority shareholders is expected to be $6.3 million in cash and a note for $5.0 million which bears interest at a rate of 5.0% per year. The minority stockholders have consented to the assumption of this obligation by Steamboat Industries LLC and our release from this obligation without recourse to us which will be reflected as paid-in-capital in our financial statements.

        Our New Majority Owner.    In connection with this offering, Steamboat Industries LLC and its subsidiary will become the majority owner of our common stock, by exchanging our Series C preferred stock for our newly issued common stock. We are increasing our authorized capitalization to provide for the common stock to be issued in the exchange and in this offering. AP Holdings, Inc. will continue to own its interest in us, but its percentage ownership will be negligible. AP Holdings, Inc. and Steamboat Industries LLC are affiliates and are both controlled by our chairman.

        Our Series C Preferred Stock.    Our Series C preferred stock is currently owned by AP Holdings, Inc. and Steamboat Industries LLC. In connection with this offering, we have agreed to exchange the Series C preferred stock owned by Steamboat Industries LLC for our common stock. Our remaining Series C preferred stock will be contributed to us as a capital contribution. As a result, Steamboat Industries LLC and its wholly owned subsidiary, Steamboat Industries NV, will own the majority of our common stock and we will not have any outstanding shares of Series C preferred stock at the time of this offering.

        Our Series D Preferred Stock.    In 2001 we issued $40.0 million of Series D preferred stock. In addition, certain of our and our affiliates' employees had options to purchase 503.86 shares of Series D preferred stock prior to this offering. Steamboat Industries LLC and its wholly owned subsidiary, Steamboat Industries NV, will acquire all but ten shares of our outstanding Series D preferred stock immediately prior to this offering. Steamboat Industries LLC will then contribute this Series D preferred stock to us as a capital contribution. We will then retire all the shares of Series D preferred stock contributed to us and we will have only ten shares of Series D preferred stock outstanding. The aggregate liquidation preference of these ten shares will be $1,000. Additionally, pursuant to the terms of the previously issued options, the options to purchase Series D preferred stock will be converted into options to purchase an aggregate of 491,916 shares of our common stock, assuming an initial public offering price of $15.00 per share of common stock. As a result, we will have only ten shares and no options to acquire Series D preferred stock outstanding at the time of the offering.

        Our Senior Credit Facility.    We have a $65.0 million senior credit facility consisting of a $33.0 million revolving credit facility expiring on June 30, 2006 and a $32.0 million term loan maturing on July 31, 2006. We have entered into a commitment letter for a new $90.0 million senior credit

30

facility. We will enter into the new senior credit facility simultaneously with the closing of the offering. We intend to use $50.5 million under the new senior credit facility to repay borrowings under our existing senior credit facility, pay a prepayment fee of $0.6 million under our existing credit facility, pay expenses associated with our new senior credit facility and pay a portion of the cost of redeeming our outstanding 14% notes. One of the lenders in our existing senior credit facility also holds a substantial amount of our 14% notes.

        For additional information on our capital stock, please see "Description of Capital Stock." For additional information about our purchase of shares from our minority stockholders, the purchase of our Series C preferred stock or the purchase of our Series D preferred stock, please see "Certain Relationships and Related Party Transactions." For additional information about our proposed new senior credit facility, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—New Senior Credit Facility." For additional information about the amendments to our Long-Term Incentive Plan, please see "Management—Long-Term Incentive Plan."

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our results of operations should be read in conjunction with the "Selected Financial Data" and our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under "Risk Factors" and elsewhere in this prospectus.

Overview

Our Business

        We manage parking facilities in urban markets and at airports across the United States and in three Canadian provinces. We do not own any facilities, but instead enter into contractual relationships with property owners or managers.

        We operate our clients' parking properties through two types of arrangements: management contracts and leases. Under a management contract, we typically receive a base monthly fee for managing the facility, and we may also receive an incentive fee based on the achievement of facility performance objectives. We also receive fees for ancillary services. Typically, all of the underlying revenues and expenses under a standard management contract flow through to our clients rather than to us. However, some management contracts, which are referred to as "reverse" management contracts, usually provide for larger management fees and require us to pay various costs. Under lease arrangements, we generally pay to the property owner either a fixed annual rent, a percentage of gross customer collections, or a combination thereof. We collect all revenues under lease arrangements and we are responsible for most operating expenses, but we are typically not responsible for major maintenance, capital expenditures or real estate taxes. Margins for lease contracts vary significantly, not only due to operating performance, but also due to variability of parking rates in different cities and varying space utilization by parking facility type and location. As of March 31, 2004, we operated 84% of our locations under management contracts and 16% under leases.

        In evaluating our financial condition and operating performance, management's primary focus is on our gross profit, total general and administrative expense and general and administrative expense as a percentage of our gross profit. Although the underlying economics to us of management contracts and leases are similar, the manner in which we are required to account for them differs. Revenue from leases includes all gross customer collections derived from our leased locations (net of parking tax), whereas revenue from management contracts only includes our contractually agreed upon management fees and amounts attributable to ancillary services. Gross customer collections at facilities under management contracts, therefore, are not included in our revenue. Accordingly, while our revenue can fluctuate simply based on the proportion of leases to management contracts, our gross profit will not fluctuate merely because of the structure of our operating agreements. For example, as of March 31, 2004, 84% of our locations were managed under management contracts and 83% of our gross profit for the three months ended March 31, 2004 was derived from management contracts. Only 37% of total revenue (excluding reimbursement of management contract expenses), however, was from management contracts because under those contracts the revenue collected from parking customers belongs to our clients. Therefore, gross profit and total general and administrative expense, rather than revenue, are management's primary focus.

General Business Trends

        Our ability to grow gross profit and add new locations during the last several years has been constrained due to our highly leveraged capital structure and limited liquidity. As a result, we have

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focused on controlling capital spending and general and administrative expense, and on reducing our total debt. In addition, we have concentrated on growing our profit by improving the efficiency of our operations and by either not renewing or by terminating unprofitable contracts. Based on these efforts, for the year ended December 31, 2002 compared to the year ended December 31, 2003, we improved average gross profit per location by 8.5% from $29,885 to $32,409. For the three months ended March 31, 2003 compared to the three months ended March 31, 2004, we improved average gross profit by location by 8.2% from $7,519 to $8,136.

        Although business at airports had been declining before the September 11, 2001 terrorist attacks, an immediate significant decrease in airport revenues occurred following those events, compared to the same period of 2000. This trend has abated, as parking revenue at airport locations we operated in March 2004 increased 10.6% compared to March 2000.

        We recorded $2.7 million as a valuation allowance related to long-term receivables for the year ended December 31, 2003, as compared to no allowance for the year ended December 31, 2002. The allowance was recorded due to the extended length of time estimated for collection on certain long-term receivables related to the Bradley International Airport parking contract.

        We expect that the proceeds from the offering will reduce our debt substantially and, combined with the new senior credit facility, will improve both our liquidity and operating flexibility. This enhanced liquidity will allow us to increase our growth in our core and other markets and to pursue other growth strategies. In addition, we expect to be able to take advantage of opportunities afforded to us as a result of our leading market position in a large, highly fragmented and consolidating industry. In the late 1990s, we pursued a strategy of growth through the acquisition of parking management companies, and we expect to be able to make additional selected acquisitions after this offering.

Charges and Gains Incurred in the Quarter We Complete the Offering

        In connection with this offering, we will record a number of charges and gains including the following:

•

We will have write-off debt issuance costs of $2.6 million in connection with the refinancing of our existing senior credit facility.



•

We will have a use of cash in this offering of $2.3 million, of which $1.4 million has been accrued through March 31, 2004, to pay the optional redemption premium on our 14% notes. This will result in a $0.9 million charge.



•

We will record a gain of $8.68 million related to the writeoff of the carrying value in excess of principal attributable to the 14% notes.



•

Options issued to our employees and employees of our affiliates to purchase shares of our Series D preferred stock will be converted into options to purchase shares of our common stock and these options will vest on completion of this offering. We will record a $4.6 million non-cash compensation expense relating to the vesting of these options and the stock grant made to the directors in connection with this offering.

        Also in connection with the completion of this offering, we will make the following changes to our operations that will impact our future operating results including:

•

The $3.0 million annual management fee will be terminated.



•

$0.7 million in annual expense related to employment and administrative expenses of our chairman will be implemented.

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•

In accordance with SEC regulations, we have not included the incremental expenses we anticipate incurring as a result of having public equity in our "As Adjusted" numbers. We expect these general and administrative expenses to increase by approximately $1.0 million annually to cover increased directors and officers liability insurance, increased professional fees, NASDAQ listing fees, increased regulatory compliance costs and fees for our own independent directors. During the fiscal year ended December 31, 2004, we recorded $25,000 and $75,000, respectively, in expenses related to these activities that are reflected in our actual financial results.

Potential Tax Benefits

        At December 31, 2003, we had net operating loss carry forwards of $66.0 million for federal income tax purposes (referred to as "NOLs") that expire in years 2016 through 2023. These NOLs could be utilized to reduce future taxable income, assuming we are profitable.

        Under Internal Revenue Code Section 382, our ability to use NOLs to reduce future taxable income would be limited after this offering. Considering the terms of this offering, we estimate that we would be subject to an annual limitation of approximately $3.7 million. The utilization of the NOL's could further be affected by the recognition of built-in gains of approximately $7.0 million during each of the first five years after this offering. Consequently, we could reduce taxable income by up to $10.7 million of NOLs per year for each of the first five years after the consummation of this offering and up to $3.7 million of NOLs for subsequent years until the NOLs are fully utilized. The actual available NOL is subject to a number of conditions and there can be no assurance as to the amount that can be utilized, if any, per year.

        If we do not have sufficient taxable income in any given future year to fully use the available NOLs, the unused and available NOLs would carry over to the subsequent year.

Summary of Operating Facilities

        We focus our operations in core markets where a concentration of locations improves customer service levels and operating margins. The following table reflects our facilities operated at the end of the periods indicated:

	March 31, 2003	December 31, 2003	March 31, 2004
Managed facilities	1,584	1,575	1,600
Leased facilities	295	295	299
Total facilities	1,879	1,870	1,899

Revenue

        We recognize parking services revenue from lease and management contracts as the related services are provided. Substantially all of our revenues come from the following two sources:

•

Parking services revenue—lease contracts.    Parking services revenues related to lease contracts consist of all revenue received at a leased facility, including parking receipts (net of parking tax), consulting and real estate development fees, gains on sales of contracts and payments for exercising termination rights.



•

Parking services revenue—management contracts.    Management contract revenue consists of management fees, including both fixed and performance-based fees, and amounts attributable to ancillary services such as accounting, equipment leasing, payments received for exercising termination rights, consulting, insurance and other value-added services with respect to managed locations. We believe we generally purchase required insurance at lower rates than our clients

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can obtain on their own because we effectively self-insure for all liability and worker's compensation claims by maintaining a large per-claim deductible. As a result, we have generated operating income on the insurance provided under our management contracts by focusing on our risk management efforts and controlling losses. Management contract revenues do not include gross customer collections at the managed locations as this revenue belongs to the property owner rather than to us. Management contracts generally provide us with a management fee regardless of the operating performance of the underlying facility.

Reimbursement of Management Contract Expense

        Reimbursement of management contract expense consists of the direct reimbursement from the property owner for operating expenses incurred under a management contract.

Cost of Parking Services

        Our cost of parking services consists of the following:

•

Cost of parking services—lease contracts.    The cost of parking services under a lease arrangement consists of contractual rental fees paid to the facility owner and all operating expenses incurred in connection with operating the leased facility. Contractual fees paid to the facility owner are generally based on either a fixed contractual amount or a percentage of gross revenue or a combination thereof. Generally, under a lease arrangement we are not responsible for major capital expenditures or real estate taxes.



•

Cost of parking services—management contracts.    The cost of parking services under a management contract is generally the responsibility of the facility owner. As a result, these costs are not included in our results of operations. However, our reverse management contracts, which typically provide for larger management fees, do require us to pay for certain costs.

Gross Profit

        Gross profit equals our revenue less the cost of generating such revenue. This is the key metric we use to examine our performance because it captures the underlying economic benefit to us of both lease contracts and management contracts.

        Gross profit was $57.0 million in 2001, $56.3 million in 2002 and $60.7 million in 2003. During 2001 we received a payment of $4.8 million related to the exercise of owner termination rights associated with certain management contracts. There were no similar payments received in 2002 or 2003. We have excluded this payment in internally analyzing our operating performance because of its non-recurring nature. We believe that excluding this amount provides a more accurate presentation of the company's actual financial trends and results. If we had excluded such amount from gross profit, our gross profit would have been $52.2 million in 2001. The year-to-year change in gross profit from 2001 to 2002 would then have been an increase of 7.9% instead of a decline of 1.2%. Gross profit increased by 7.8% from 2002 to 2003.

General and Administrative Expenses

        General and administrative expenses include salaries, wages, payroll taxes, insurance, travel and office related expenses for our headquarters, field offices and supervisory employees. After the closing of this offering, we expect general and administrative expenses to increase by approximately $1.7 million annually. Approximately $1.0 million relates to increased directors' and officers' liability insurance, increased professional fees, additional salaried employees, NASDAQ listing fees, increased regulatory compliance costs and fees for our independent directors. The remaining amount relates to an employment agreement with our chairman.

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Special Charges

        We have incurred a variety of special charges during the periods discussed. These charges have included costs associated with: our debt exchange in 2002 and the write off of debt issuance costs related to the exchange, a provision for abandoned businesses (which was a non-cash expense), employee severance costs, retroactive prior period insurance adjustments, incremental integration costs, and certain expenses of AP Holdings, Inc.

Management Fee

        Since 2002, we have had a management agreement with AP Holdings, Inc. that provides for periodic payment of management fees totaling $3.0 million per year. We will pay the management fee through the second quarter of 2004 and the fee will terminate at the closing of this offering.

Results of Operations

Three Months ended March 31, 2004 Compared to Three Months ended March 31, 2003

        Parking services revenue—lease contracts.    Lease contract revenue decreased $0.6 million, or 1.6%, to $35.1 million in the first quarter of 2004, compared to $35.7 million in the first quarter of 2003. The majority of this decrease resulted from the reduction of several large lease locations through contract expirations, conversions to management contracts and general economic conditions, which were not fully offset by the net addition of four lease contracts.

        Parking services revenue—management contracts.    Management contract revenue increased $2.9 million, or 16.2%, to $20.9 million in the first quarter of 2004 compared to $18.0 million in the first quarter of 2003. This increase resulted from the net increase of 25 contracts, the impact of increased revenue from insurance and other ancillary services and conversions from lease contracts.

        Reimbursement of management contract expense.    Reimbursement of management contract expenses increased $10.9 million, or 14.2%, to $87.7 million in the first quarter of 2004, as compared to $76.8 million in the first quarter of 2003. This increase resulted from additional reimbursements for costs incurred on the behalf of owners.

        Cost of parking services—lease contracts.    Cost of parking for lease contracts decreased $0.4 million, or 1.2%, to $32.4 million for the first quarter of 2004, from $32.8 million for the first quarter of 2003. The majority of this decrease resulted from the reduction of several large lease locations through contract expirations and conversions to management contracts, which were partially offset by the cost related to the net addition of four leases.

        Cost of parking services—management contracts.    Cost of parking for management contracts increased $1.4 million, or 21.3%, to $8.1 million in the first quarter of 2004, from $6.7 million in the first quarter of 2003. This increase resulted primarily from the net increase of 25 contracts.

        Reimbursed management contract expense.    Reimbursed management contract expense increased $10.9 million, or 14.2%, to $87.7 million in the first quarter of 2004, as compared to $76.8 million in the first quarter of 2003. This increase resulted from additional reimbursed costs incurred on the behalf of owners.

        Gross profit—lease contracts.    Gross profit for lease contracts decreased $0.2 million, or 5.6%, to $2.7 million in the first quarter of 2004, as compared to $2.9 million in the first quarter of 2003. Gross margin for lease contracts decreased to 7.7% in the first quarter of 2004 as compared to 8.0% for the first quarter of 2003. This decrease resulted primarily from increases in rent and operating expenses on existing contracts.

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        Gross profit—management contracts.    Gross profit for management contracts increased $1.5 million, or 13.1%, to $12.8 million for the first quarter of 2004, as compared to $11.3 million in the first quarter of 2003. Gross margin for management contracts decreased to 61.1% for the first quarter of 2004 as compared to 62.7% for the first quarter of 2003. The increases in gross profit were primarily related to the net addition of 25 contracts and the decreases in gross margin were primarily related to increased costs on reverse management contracts.

        General and administrative expenses.    General and administrative expenses increased $0.4 million, or 4.6%, to $8.5 million for the first quarter of 2004, compared to $8.1 million for the first quarter of 2003. This increase resulted primarily from increases in wage and benefit costs.

        Special charges.    We recorded no special charges for the first quarter of 2004 compared to $0.1 million for the first quarter of 2003. The 2003 special charges relate primarily to costs associated with prior year terminated contracts.

        Management fee—parent company.    We recorded $0.8 million of management fee for each of the first quarters of 2004 and 2003 to AP Holdings, Inc., pursuant to our management agreement. The actual payment of the management fee is determined by the terms and conditions as set forth in the existing senior credit facility.

Fiscal 2003 Compared to Fiscal 2002

        Parking services revenue—lease contracts.    Lease contract revenue decreased $3.7 million, or 2.6%, to $138.7 million in the year ended December 31, 2003, compared to $142.4 million in the year-ago period. The majority of this decrease resulted from the reduction of several large lease locations through contract expirations, conversions to management contracts and general economic conditions, which were not fully offset by the net addition of one lease contract.

        Parking services revenue—management contracts.    Management contract revenue decreased $1.4 million, or 1.8%, to $76.6 million in the year ended December 31, 2003, compared to $78.0 million in the year-ago period. This decrease resulted from the net reduction of 13 contracts and general economic conditions which impacted our reverse management contracts, which more than offset the impact of increased revenue from insurance and other ancillary services and conversions from lease contracts.

        Reimbursement of management contract expense.    Reimbursement of management contract expenses increased $4.1 million, or 1.3%, to $330.2 million in the year ended December 31, 2003, as compared to $326.1 million in the year-ago period. This increase resulted from additional reimbursements for costs incurred on the behalf of owners.

        Cost of parking services—lease contracts.    Cost of parking for lease contracts decreased $3.7 million, or 2.9%, to $125.2 million for the year ended December 31, 2003, from $128.9 million for the year-ago period. The majority of this decrease resulted from the reduction of several large lease locations through contract expirations and conversions to management contracts, which more than offset the cost related to the net addition of one lease.

        Cost of parking services—management contracts.    Cost of parking for management contracts decreased $5.8 million, or 16.5%, to $29.4 million for the year ended December 31, 2003, from $35.2 million for the year-ago period. This decrease resulted from the net reduction of several unprofitable contracts.

        Reimbursed management contract expense.    Reimbursed management contract expense increased $4.1 million, or 1.3%, to $330.2 million in the year ended December 31, 2003, as compared to

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$326.1 million in the year-ago period. This increase resulted from additional reimbursed costs incurred on the behalf of owners.

        Gross profit—lease contracts.    Gross profit for lease contracts of $13.5 million for the year ended December 31, 2003 was equivalent to $13.5 million in the year-ago period. Gross margin for lease contracts increased to 9.8% during 2003 compared to 9.5% during 2002. This increase resulted from the termination of lower margin contracts and the reduction of operating expenses on existing contracts.

        Gross profit—management contracts.    Gross profit for management contracts increased $4.4 million, or 10.1%, to $47.2 million for the year ended December 31, 2003, compared to $42.8 million in the year-ago period. Gross margin for management contracts increased to 61.6% during 2003 compared to 54.9% during 2002. The increases in gross profit and gross margin were related to the elimination of several unprofitable contracts and the reduction in costs of operations.

        General and administrative expenses.    General and administrative expenses increased $2.6 million, or 8.5%, to $32.7 million for the year ended December 31, 2003, compared to $30.1 million for the year-ago period. This increase resulted primarily from increases in wage and benefit costs, and professional and consulting fees.

        Special charges.    We recorded $1.1 million of special charges for the year ended December 31, 2003, compared to $2.9 million for the year ending December 31, 2002. The 2003 special charges included $0.4 million for costs associated with evaluating financing alternatives, $0.3 million for costs associated with prior years' terminated contracts, $0.3 million for costs incurred on behalf of our parent company and $0.2 million for severance costs, which were partially offset by a $0.2 million reimbursement from a mediated contract settlement of $0.8 million. The 2002 special charges included $1.0 million related to the legal costs for the registration of the 14% senior subordinated second lien notes, $0.8 million in costs related to contracts terminated in prior years, $0.4 million in severance costs, $0.3 million in costs incurred on behalf of our parent company, $0.2 million for insurance costs in accordance with ERISA requirements, and $0.2 million in prior year rent and other adjustments.

        Management fee—parent company.    We recorded $3.0 million of management fees to AP Holdings, Inc. for each of the years ended December 31, 2003 and December 31, 2002 pursuant to our management agreement. The actual payment of the management fee is determined by the terms and conditions as set forth in the existing senior credit facility.

        Valuation allowance related to long-term receivables.    We recorded $2.7 million as a valuation allowance related to long-term receivables for the year ended December 31, 2003, as compared to no allowance for the year ended December 31, 2002. The allowance was recorded due to the extended length of time estimated for collection on certain long-term receivables related to the Bradley International Airport parking contract.

Fiscal 2002 Compared to Fiscal 2001

        Parking services revenue—lease contracts.    Lease contract revenue decreased $14.0 million, or 9.0%, to $142.4 million in the year ended December 31, 2002, compared to $156.4 million in the year-ago period. The majority of this decrease resulted from the net reduction of 36 leases through contract expirations and conversions to management contracts.

        Parking services revenue—management contracts.    Management contract revenue decreased $9.4 million, or 10.7%, to $78.0 million in the year ended December 31, 2002, compared to $87.4 million in the year-ago period. This decrease resulted from the reduction of several unprofitable contracts and the negative economic impact on our reverse management contracts, which more than offset the net addition of one management contract through internal growth and the positive impact of

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the conversion to a capital lease program for our vehicles. In addition, we received a payment of $4.8 million in 2001 related to the exercise of owner termination rights associated with certain management contracts. There were no similar payments received in 2002.

        Reimbursement of management contract expense.    Reimbursement of management contract expense increased $8.1 million, or 2.6%, to $326.1 million in the year ended December 31, 2002, as compared to $318.0 million in the year-ago period. This increase resulted from additional reimbursements for costs incurred on the behalf of property owners.

        Cost of parking services—lease contracts.    Cost of parking for lease contracts decreased $13.7 million, or 9.6%, to $128.9 million for the year ended December 31, 2002, from $142.6 million for the year-ago period. This decrease resulted from the net reduction of 36 leases through contract expirations and conversions to management contracts.

        Cost of parking services—management contracts.    Cost of parking for management contracts decreased $9.1 million, or 20.5%, to $35.2 million for the year ended December 31, 2002, compared to $44.3 million for the year-ago period. This decrease resulted primarily from the reduction of several unprofitable contracts and an improvement in the cost of providing management services.

        Reimbursed management contract expense.    Reimbursed management contract expense increased $8.1 million, or 2.6%, to $326.1 million in the year ended December 31, 2002, as compared to $318.0 million in the year-ago period. This increase resulted from additional reimbursed costs incurred on the behalf of owners.

        Gross profit—lease contracts.    Gross profit for lease contracts decreased $0.3 million, or 2.2%, to $13.5 million for the year ended December 31, 2002, compared to $13.8 million in the year-ago period. Gross margin for leases improved to 9.5% during 2002 compared to 8.9% during 2001. This increase was primarily due to the recovery in volume versus 2001, which had the impact of the attacks of September 11, 2001.

        Gross profit—management contracts.    Gross profit for management contracts decreased $0.3 million, or 0.7%, to $42.8 million for the year ended December 31, 2002, compared to $43.1 million in the year-ago period. Gross margin for management contracts improved to 54.9% during 2002 compared to 49.3% during 2001. Most management contracts have no cost of parking services related to them, as all costs incurred by us are reimbursed by the property owner. However, several contracts, which are referred to as reverse management contracts and which typically provide for larger management fees, require us to pay for certain costs. This increase in gross margin percentage typically was related to the reduction in costs of operations, conversion to a capital lease program for our vehicles and the termination of several unprofitable contracts.

        General and administrative expenses.    General and administrative expenses increased $0.1 million, or 0.5%, to $30.1 million for the year ended December 31, 2002, compared to $30.0 million for the year-ago period. This slight increase resulted from increases in wages and benefits that were offset by implementation of cost savings and operating efficiencies.

        Special charges. We recorded $2.9 million of special charges for the year ended December 31, 2002, compared to $15.9 million for the year ended December 31, 2001. The 2002 special charges included $1.0 million related to the legal costs incurred for the registration of the 14% senior subordinated second lien notes, $0.8 million in costs related to contracts terminated in prior years, $0.4 million in severance costs, $0.3 million in costs related to our parent company, $0.2 million for insurance costs in accordance with ERISA requirements, and $0.2 million in prior year rent and other adjustments. The charges for 2001 included $11.8 million related to the exchange (see Note D of the Notes to the consolidated financial statements), $1.7 million related to a provision for abandoned businesses, $0.9 million for legal costs, $0.8 million in a provision for headquarters reorganization, $0.3 million in

39

prior period retroactive insurance premium increases, $0.3 million in outside consultant costs related to prior periods, and $0.1 million in severance costs.

        Management fee—parent company.    We recorded $3.0 million of management fees to AP Holdings, Inc. for the year ended December 31, 2002, pursuant to our management agreement with AP Holdings, Inc. There was no management fee for the year ended December 31, 2001.

        Bad debt relating to related party non-operating receivables.    We recorded no charges for the year ended December 31, 2002, compared to a $12.9 million bad debt provision related to non-operating receivables for the year ended December 31, 2001. The 2001 bad debt provision for non-operating receivables relates to advances to and deposits with affiliates that had previously been reclassified from a long-term asset to stockholders' deficit. This provision was made due to uncertainty regarding the ability of the affiliates to repay such amounts without potentially receiving distributions from us.

        Other income and expense.    Interest expense, net of interest income decreased $1.6 million to $16.0 million in 2002, from $17.6 million in 2001. Minority interest of $0.2 million in 2002 was equal to the $0.2 million in 2001. Income tax expense of $0.4 million in 2002 was equal to the $0.4 million in 2001.

Unaudited Quarterly Results

        The following table sets forth our unaudited quarterly consolidated statement of operations data for the years ended December 31, 2002 and 2003 and the three months ended March 31, 2004. The unaudited quarterly information has been prepared on the same basis as the annual financial information and, in management's opinion, includes all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the information for the quarters presented. Historically, our revenues and operating results have varied from quarter to quarter and are expected to continue to fluctuate in the future. These fluctuations have been due to a number of factors, including: general economic conditions in our markets; additions of contracts; expiration and termination of contracts; conversion of lease contracts to management contracts; conversion of management contracts to lease contracts and changes in terms of contracts that are retained. In addition, operating results have been seasonally lower during the first and second fiscal quarters than during the third and fourth quarters of the fiscal year. The operating results for any historical quarter are not necessarily indicative of results for any future period.

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		2002 Quarters Ended												2003 Quarters Ended												2004 Quarter Ended
		March 31			June 30			September 30			December 31			March 31			June 30			September 30			December 31			March 31
($ in thousands)
Parking services revenue:
	Lease contracts	$	34,839		$	36,877		$	36,499		$	34,161		$	35,674		$	35,891		$	31,989		$	35,127		$	35,121
	Management contracts		20,377			19,888			18,464			19,300			17,969			19,129			18,491			21,024			20,873
	Reimbursement of management contract expense		81,779			88,552			101,936			53,879			76,813			84,322			84,160			84,948			87,721
Total revenue			136,995			145,317			156,899			107,340			130,456			139,342			134,640			141,099			143,715
Cost of parking services:
	Lease contracts		31,528			32,936			33,755			30,652			32,818			32,703			28,001			31,631			32,424
	Management contracts		10,960			10,262			6,935			7,044			6,696			7,500			7,097			8,146			8,119
	Reimbursed management contract expense		81,779			88,552			101,936			53,879			76,813			84,322			84,160			84,948			87,721
Total cost of parking services			124,267			131,750			142,626			91,575			116,327			124,525			119,258			124,725			128,264
Gross profit:
	Lease contracts		3,311			3,941			2,744			3,509			2,856			3,188			3,988			3,496			2,697
	Management contracts		9,417			9,626			11,529			12,256			11,273			11,629			11,394			12,878			12,754
Total gross profit			12,728			13,567			14,273			15,765			14,129			14,817			15,382			16,374			15,451
General and administrative expense			7,720			7,476			7,351			7,586			8,111			7,989			8,265			8,329			8,483
Depreciation and amortization			1,409			2,073			1,952			2,120			1,890			1,850			1,815			1,946			1,586
Special charges			208			1,243			303			1,143			97			248			203			507			—
Management fee-parent company			750			750			750			750			750			750			750			750			750
Valuation allowance related to long-term receivables			—			—			—			—			—			—			—			2,650			—
Operating income			2,641			2,025			3,917			4,166			3,281			3,980			4,349			2,192			4,632
Interest expense (income)
	Interest expense		3,916			4,076			4,231			4,023			4,043			4,143			4,061			4,550			4,375
	Interest income		(45	)		(119	)		(40	)		(77	)		(42	)		(60	)		(51	)		(85	)		(93	)
			3,871			3,957			4,191			3,946			4,001			4,083			4,010			4,465			4,282
Gain on extinguishment of debt			—			—			—			—			—			—			1,757			—			—
(Loss) income before minority interest expense and income taxes			(1,230	)		(1,932	)		(274	)		220			(720	)		(103	)		2,096			(2,273	)		350
Minority interest expense			30			50			44			56			65			120			81			91			97
Income tax expense			115			134			104			75			178			157			148			141			178
Net (loss) income		$	(1,375	)	$	(2,116	)	$	(422	)	$	89		$	(963	)	$	(380	)	$	1,867		$	(2,505	)	$	75

Liquidity and Capital Resources

Outstanding Indebtedness

        We have a significant amount of indebtedness. On March 31, 2004, we had total indebtedness of approximately $157.3 million, including:

•

$32.9 million under our existing senior credit facility;

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•

$66.7 million of 14% notes, including $8.68 million of carrying value in excess of principal, which are due in December 2006; and



•

$49.6 million of 9¹/4% notes, including $0.8 million in carrying value in excess of principal, which are due in March 2008.; and



•

$8.1 million of other debt including joint venture debentures and capital lease obligations.

        We cannot assure you that cash flow from operations, combined with additional borrowings under our new credit facility and any future credit facility, will be available in an amount sufficient to enable us to pay our indebtedness, or to fund other liquidity needs. We and our subsidiaries may be able to incur substantial additional indebtedness in the future, which could cause the related risks to increase. We will need to refinance all or a portion of our indebtedness, including the new senior credit facility and the 9¹/4% senior subordinated notes, on or before their respective maturities. We cannot assure you that we will be able to refinance any of our indebtedness, including the new senior credit facility and the 9¹/4% senior subordinated notes, on commercially reasonable terms or at all. If we are unable to refinance our debt, we may default under the terms of our indebtedness, which could lead to an acceleration of the debt. We do not expect that we could repay all of our outstanding indebtedness if the repayment of such indebtedness were accelerated.

        We intend to repay $34.4 million, including accrued interest and other financing costs, under our existing senior credit facility with borrowings under our new senior credit facility concurrent with this offering and redeem all of the 14% notes for $62.3 million including accrued interest and a 4% premium with the estimated net proceeds of this offering and the new credit facility. There will be $50.5 million outstanding and $18.1 million available under the new credit facility on a pro forma basis at March 31, 2004. For additional information, please see "Use of Proceeds."

Existing Senior Credit Facility

        We entered into a Second Amended and Restated Credit Agreement as of August 28, 2003 with LaSalle Bank National Association, as agent and revolving lender, and Credit Suisse First Boston, as term loan lender. Credit Suisse First Boston has subsequently assigned all of its loans and rights as lender to several funds affiliated with GoldenTree Asset Management. This Second Amended and Restated Credit Agreement represents a restructuring of the prior $43.0 million senior credit facility.

        The existing senior credit facility consists of $65.0 million in revolving and term loans, specifically:

•

a $33.0 million revolving credit facility provided by LaSalle Bank, which will expire on June 30, 2006, including a letter of credit facility with a sublimit of $30.0 million or such greater amount as LaSalle Bank may agree to for letters of credit; and



•

a $32.0 million term loan held by GoldenTree Asset Management due in full on July 31, 2006.

        The revolving credit facility bears interest, at our option, at either LIBOR plus 4.50% or an adjusted base rate plus 2.25%. The term loan bears interest equal to the rate publicly announced from time to time by LaSalle Bank as its "prime rate," which cannot be less than 4.25% per annum, plus 6.75%. Accrued term loan interest is payable monthly in arrears. Pursuant to the terms of the credit agreement, we have elected to defer the cash payment of 3% per annum of term loan interest. The deferred amount, together with accrued interest thereon, is payable upon maturity of the term loan.

        At March 31, 2004, borrowings against the existing senior credit facility aggregated $32.9 million. In addition, there were $21.4 million of letters of credit outstanding, resulting in an $10.7 million availability under the existing senior credit facility. Concurrent with the closing of this offering, we will pay off the existing senior credit facility with proceeds from the new senior credit facility.

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New Senior Credit Facility

        We have received a commitment letter for a new senior credit facility to be co-arranged by LaSalle Bank National Association and Wells Fargo Bank, N.A. LaSalle will also act as administrative agent for the facility. The new credit facility will provide for revolving credit borrowings of up to $90.0 million, including a subfacility for letters of credit. Closing of the facility is contingent upon completion of this offering, the absence of any material change in our business and the completion of confirmatory legal due diligence and definitive documents. The commitment contains a customary provision regarding the lenders' ability to change certain terms in connection with syndication. The new credit facility will close concurrently with the closing of this offering.

        The new credit facility will mature three years after closing. Borrowings under the new credit facility will be used, among other things, to refinance outstanding borrowings under our existing senior credit facility, fund a portion of the payment to our minority stockholders, for general working capital purposes and to finance possible permitted acquisitions. The new credit facility will be secured by a first lien on substantially all of our assets and the assets of our wholly owned subsidiaries, and will be guaranteed by those subsidiaries.

        Borrowings under the new credit facility will bear interest, at our option, at either (i) LIBOR plus a margin ranging between 2.50% and 3.25%, depending upon the ratio of our total funded indebtedness to our EBITDA from time to time ("Total Debt Ratio"), or (ii) the prime rate (also known as the "base rate") plus a margin ranging between 1.00% and 1.75%, depending upon our Total Debt Ratio from time to time. We expect the applicable LIBOR and Base Rate margins immediately after the closing of this offering to be approximately 3.00% and 1.50%, respectively. We will be required to repay borrowings under the facility out of the proceeds of future issuances of debt or equity securities and asset sales, subject to certain customary exceptions.

        The new credit facility will contain customary affirmative, financial and negative covenants, including restrictions on our ability to incur additional indebtedness, pay dividends, make acquisitions and divestitures and other restrictions on our activities. The new credit facility will not be guaranteed by Steamboat Industries LLC or any of its affiliates, and no covenants or cross-defaults will be tied to any indebtedness of Steamboat Industries LLC or any of its affiliates.

Debt Restructuring

        On January 11, 2002, we restructured our publicly issued debt. We exchanged $91.1 million of our outstanding 9¹/4% notes due 2008 for $59.3 million of our newly issued 14% senior subordinated second lien notes due 2006 and shares of our newly issued Series D preferred stock. As part of these transactions, we also received $20.0 million in cash. The cash was used to repay borrowings under our then existing senior credit facility, repurchase shares of existing redeemable Series C preferred stock owned by our parent company and pay expenses incurred in connection with the restructuring transactions.

        In conjunction with the exchange, we repaid $9.5 million of indebtedness under our then existing senior credit facility, paid $2.7 million in accrued interest relating to the $91.1 million of the 9¹/4% notes due 2008 that were tendered, and paid $9.7 million (including $1.3 million capitalized as debt issuance costs related to the senior credit facility) in fees and expenses related to the exchange, which included a $3.0 million transaction advisory fee to AP Holdings, Inc. In addition, we repurchased $1.5 million of redeemable preferred stock held by AP Holdings, Inc. The fees and expenses of $9.7 million related to the exchange and the amended and restated senior credit facility were provided for in the period ended December 31, 2001. (For additional information, please see Note E to our consolidated financial statements included in this prospectus.)

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        We continue to explore financing options and our ability to access the capital markets, refinance our existing debt in the open markets, through privately negotiated transactions or tender offers or otherwise to lower the cost of financing, improve our capital structure and grow our business, to the extent permitted by our debt documents. We cannot assure you that we will be successful in any such financing efforts. The new senior credit facility and the 9¹/4% notes contain covenants that limit us from, among other things, incurring additional indebtedness and issuing preferred stock, restrict dividend payments, limit transactions with affiliates and restrict certain other transactions.

Letters of Credit

        As of March 31, 2004, we had $21.4 million in letters of credit outstanding, which constitute a use of our revolving credit facility availability.

        We are required under certain contracts to provide performance bonds. These bonds are typically renewed on an annual basis. The market for performance bonds has been severely impacted by the events of September 11, 2001, corporate bankruptcies and general economic conditions. Consequently, the surety market has contracted and imposed more stringent underwriting requirements. As of March 31, 2004, we provided $5.4 million in letters of credit to collateralize our current performance bond program. We expect that we will have to provide additional collateral to support our performance bond program. While we expect that we will be able to provide sufficient collateral, there can be no assurance that we will be able to do so.

        During the first quarter of 2004, we provided letters of credit totaling $4.0 million to our casualty insurance carrier to collateralize our casualty insurance program.

        During the first quarter of 2003, our casualty insurance carrier returned funds previously held in trust, in the amount of $12.0 million, which was exchanged for a letter of credit in the same amount.

Lease Commitments

        We have lease commitments of $20.5 million for fiscal 2004. The leased properties generate sufficient cash flow to meet the base rent payment.

Guarantor Payments

        Pursuant to our obligations with respect to the parking garage operations at Bradley International Airport, we have guaranteed any revenue shortfall and are required to make certain payments for the benefit of the State of Connecticut and for holders of special facility revenue bonds. We made deficiency payments (net of repayments) of $1.2 million in 2002, $3.3 million in 2003 and $1.2 million in the first quarter of 2004. Although we expect to recover all amounts owed to us, we expect that we will have to make material additional deficiency payments in the near term.

Daily Cash Collections

        As a result of day-to-day activity at our parking locations, we collect significant amounts of cash. Lease contract revenue is generally deposited into our local bank accounts, with a portion remitted to our clients in the form of rental payments according to the terms of the leases. Under management contracts, some clients require us to deposit the daily receipts into one of our local bank accounts, with the cash in excess of our operating expenses and management fees remitted to the clients at negotiated intervals. Other clients require us to deposit the daily receipts into client accounts and the clients then reimburse us for operating expenses and pay our management fee subsequent to month-end. Some clients require a segregated account for the receipts and disbursements at locations. Our working capital and liquidity may be adversely affected if a significant number of our clients require us to deposit all parking revenues into their respective accounts.

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        Gross daily collections are collected by us and deposited into banks using one of three methods, which impact our investment in working capital:

•

locations with revenues deposited into our bank accounts reduce our investment in working capital,



•

locations that have segregated accounts generally require no investment in working capital, and



•

accounts where the revenues are deposited into the clients' accounts increase our investment in working capital.

        Our average investment in working capital depends on our contract mix. For example, an increase in contracts that require all cash deposited in our bank accounts reduces our investment in working capital and improves our liquidity. During the first quarter of 2004 and the year 2003, there were no material changes in these types of contracts. In addition, our clients may change the timing of monthly distributions to them and have an estimated distribution occur in the current month. During the first quarter of 2004 and the year 2003, there were no material changes in the timing of current month distributions. In 2002, a change in the timing of monthly distributions resulted in a net reduction of working capital of approximately $2.4 million.

        Our liquidity also fluctuates on an intra-month and intra-year basis depending on the contract mix and timing of significant cash payments, such as our scheduled interest payments on our notes. Additionally, our ability to utilize cash deposited into our local accounts is dependent upon the availability and movement of that cash into our corporate account. For all these reasons, we, from time to time, carry a significant cash balance, while also utilizing our senior credit facility.

Net Cash Provided by Operating Activities

        Net cash provided by operating activities totaled $3.4 million for the first quarter of 2004. Cash provided during the first quarter of 2004 included an increase in accounts payable of $4.9 million which was offset by an increase in accounts receivable of $2.6 million and a decrease in accrued liabilities primarily related to the interest payment of $2.3 million on the senior subordinated notes.

        Net cash provided by operating activities totaled $14.4 million for the first quarter of 2003. Cash provided during the first quarter of 2003 included $12.0 million from the return of funds held in a trust by our casualty insurance carrier, which was exchanged for a letter of credit in the same amount, a decrease in accounts receivable of $2.1 million and an increase in other liabilities of $2.6 million, which were offset by the payment of $2.3 million in interest payments on the senior subordinated notes.

        Net cash provided by operating activities totaled $13.6 million for 2003, compared to $3.7 million for 2002. Cash provided during 2003 included $12.0 million from the return of funds held in a trust by our casualty insurance carrier, which was exchanged for a letter of credit in the same amount, a decrease in accounts receivable of $3.7 million due to improved collection efforts, a decrease in deposits for insurance programs of $2.2 million and an increase of $6.8 million in accrued liabilities primarily related to our casualty insurance program which were offset by interest payments of $10.4 million on the senior subordinated notes and $4.5 million of other interest payments and an increase in long-term receivables of $4.3 million related primarily to guarantor payments on Bradley airport.

        Net cash provided by operating activities totaled $3.7 million for 2002, compared to cash provided of $9.4 million for 2001. Cash provided during 2002 included $7.2 million from a decrease in accounts receivable due to improved collections, the termination of several large airport contracts, and $8.3 million from an increase in accrued liabilities which reflects the receipt of $20.0 million from the exchange reduced by the fees and payments related to the exchange, which were offset by a decrease in

45

accounts payable of $10.2 million and an increase of $6.5 million in other assets, due to an increase in deposits for insurance programs.

Net Cash Used in Investing Activities

        Net cash used in investing activities totaled $0.3 million in the first quarter of 2004. Cash used in investing for 2004 included capital expenditures of $0.2 million for capital investments needed to secure and/or extend leased facilities, investment in information system enhancements and infrastructure and $0.1 million for contingent payments on previously acquired contracts.

        Cash used in investing activities totaled $0.2 million for the first quarter of 2003. Cash used in investing activities for the first quarter of 2003, resulted from capital purchases to secure and/or extend leased facilities and investments in management information system enhancements and contingent purchase payments on previously acquired contracts.

        Net cash used in investing activities totaled $2.5 million in 2003 compared to $2.4 million in 2002. Cash used in investing for 2003 included capital expenditures of $1.8 million for capital investments needed to secure and/or extend leased facilities, investment in information system enhancements and infrastructure and $0.7 million for contingent payments on previously acquired contracts.

        Net cash used in investing activities totaled $2.4 million in 2002, compared to cash used of $2.1 million in 2001. Cash used in investing for 2002 included capital expenditures of $1.8 million for capital investments to secure and/or extend leased facilities, investment in information system enhancements and $0.6 million for contingent purchase payments on previously acquired contracts.

Net Cash Used in Financing Activities

        Net cash used in financing activities totaled $3.9 million in the first quarter of 2004. The 2004 activity included $3.2 million in cash used for payments on the senior credit facility, $0.5 million in cash used for payments on capital leases and $0.2 million for cash used on joint venture and other long-term borrowings.

        Cash used in financing activities totaled $13.4 million in the first quarter of 2003. The 2003 first quarter financing activity included $12.3 million in payments on the senior credit facility, $0.6 million on capital lease payments and $0.3 million in debt issuance costs.

        Net cash used in financing activities totaled $9.2 million in 2003 compared to cash used of $2.8 million in 2002. The 2003 activity included $5.9 million in cash used to repurchase 14% senior subordinated second lien notes, $3.0 million in cash used for debt issuance costs in connection with amendments to our senior credit facility, $2.4 million in cash used for redemption of preferred stock, $2.0 million in cash used for payments on capital leases and $0.7 million for cash used on joint venture borrowings. (See Note F of the Notes to the consolidated financial statements). In addition, we provided funds from increases in borrowings on our senior credit facility of $4.5 million and borrowings of $0.3 million in long-term equipment financing.

        Net cash used in financing activities totaled $2.8 million in 2002, compared to cash used in financing activities of $2.9 million in 2001. The 2002 activity included $2.5 million in cash used for redemption of preferred stock, $1.9 million in cash used for payments on capital leases, $0.9 million in cash used for repayments on joint venture borrowings and $0.4 million in cash used on long-term borrowings and $0.2 million in debt issuance costs in connection with amendments to our senior credit facility. For additional information, please see Note D of the Notes to the consolidated financial statements. In addition, we provided funds from increases in borrowings on our senior credit facility of $3.0 million.

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Cash and Cash Equivalents

        We had cash and cash equivalents of $7.7 million at March 31, 2004, compared to $8.5 million at December 31, 2003 and $6.2 million at December 31, 2002.

Other Capital Resources Information

        The January 11, 2002 exchange offer and recapitalization was accounted for as a "modification of terms" type of troubled debt restructuring as prescribed by FASB Statement No. 15, Accounting by Debtors and Creditors for Troubled Debt Restructurings. Under FAS 15, an effective reduction in principal or accrued interest does not result in the debtor recording a gain as long as the future contractual payments under the restructured debt are more than the carrying amount of the debt before the restructuring. In those circumstances, the carrying amount of the original debt or investment is not adjusted, and the effects of any changes are reflected in future periods as a reduction in interest expense. That is, a constant effective interest rate is applied to the carrying amount of the debt between restructuring and maturity. The effective interest rate is the discount rate that equates the present value of the future cash payments specified by the new terms with the unadjusted carrying amount of the debt.

        In addition, under FAS 15, when a debtor issues a redeemable equity interest in partial satisfaction of debt in conjunction with a modification of terms, the debtor recognizes no gain since the redeemable preferred shares are accounted for in the same manner as debt. Legal fees and other direct costs incurred by a debtor to effect a troubled debt restructuring are expensed as incurred, except for amounts incurred directly in granting an equity interest, if any.

        The accounting for this exchange under FAS 15 was as follows:

•

No gain was recognized by us for the excess of (a) the principal of the new notes over (b) the principal of the registered notes.



•

The unrecorded gain, which remains part of the carrying value of the debt, is being amortized as a reduction to future interest expense using an effective interest rate applied to the combined balance of the unregistered and registered notes.

Summary Disclosures About Contractual Obligations and Commercial Commitments

        The following summarizes certain of our contractual obligations at December 31, 2003 and the effect such obligations are expected to have on our liquidity and cash flow in future periods.

	Payments due by period
	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
($ in thousands)
Long-term debt(1)	$	152,216	$	2,786	$	98,960	$	49,116	$	1,354
Operating leases(2)		97,064		20,547		42,411		15,008		19,098
Capital leases(3)		4,783		2,327		2,455		1		—
Other long-term liabilities(4)		19,505		2,909		7,558		2,560		6,478
Total	$	273,568	$	28,569	$	151,384	$	66,685	$	26,930

(1)

Represents principal amounts, but not interest. See Note F to our consolidated financial statements.

(2)

As described in Note I to our consolidated financial statements.

(3)

Represents minimum future payments. See Note M to our consolidated financial statements.

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(4)

Represents deferred compensation, customer deposits, insurance claims and deferred interest on the term loan.

        After this offering, the use of proceeds from the offering, the entering into of our new credit facility and the repayment of our existing senior credit facility, our long-term debt is expected to total approximately $108.2 million, with $2.8 million payable within one year, approximately $5.2 million in one-to-three years, approximately $99.7 million in four-to-five years and approximately $0.5 million after five years.

        There can be no assurance that our cash flow from operations, combined with additional borrowings under the existing senior credit facility, the new credit facility and any future credit facility, will be available in an amount sufficient to enable us to repay our indebtedness or to fund our other liquidity needs or planned capital expenditures. We may need to refinance all or a portion of our indebtedness on or before their respective maturities. There can be no assurance that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

Critical Accounting Policies

        "Management's Discussion and Analysis of Financial Condition and Results of Operations" discusses our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. Accounting estimates are an integral part of the preparation of the financial statements and the financial reporting process and are based upon current judgments. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Certain accounting estimates are particularly sensitive because of their complexity and the possibility that future events affecting them may differ materially from our current judgments and estimates.

        This listing of critical accounting policies is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States of America, with no need for management's judgment regarding accounting policy. We believe that of our significant accounting policies, the following may involve a higher degree of judgment and complexity:

Impairment of Long-Lived Assets and Goodwill

        As of March 31, 2004, our net long-lived assets were comprised primarily of $12.3 million of property, equipment and leasehold improvements and $2.6 million of contract and lease rights. In accounting for our long-lived assets, other than goodwill, we apply the provisions of Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of." Beginning January 1, 2002, we account for goodwill and other intangible assets under the provisions of SFAS No. 142, "Goodwill and Other Intangible Assets." As of March 31, 2004, we had $117.5 million of goodwill.

        The determination and measurement of an impairment loss under these accounting standards require the significant use of judgment and estimates. The determination of fair value of these assets utilizes cash flow projections that assume certain future revenue and cost levels, assumed discount rates based upon current market conditions and other valuation factors, all of which involve the use of significant judgment and estimation. For the years ended December 31, 2002 and 2003, and the three month period ended March 31, 2004, we were not required to record any impairment charges related to long-lived assets or to goodwill. Future events may indicate differences from our judgments and estimates which could, in turn, result in impairment charges in the future. Future events that may result

48

in impairment charges include increases in interest rates, which would impact discount rates, unfavorable economic conditions or other factors which could decrease revenues and profitability of existing locations and changes in the cost structure of existing facilities. Factors that could potentially have an unfavorable economic effect on our judgments and estimates include, among others: changes imposed by governmental and regulatory agencies, such as property condemnations and assessment of parking-related taxes; construction or other events that could change traffic patterns; and terrorism or other catastrophic events.

Insurance Reserves

        We purchase comprehensive casualty insurance (including, without limitation, general liability, garage-keepers legal liability, worker's compensation and umbrella/excess liability insurance) covering certain claims that occur at parking facilities we lease or manage. Under our various liability and workers' compensation insurance policies, we are obligated to reimburse the insurance carrier for the first $250,000 of any loss. As a result, we are, in effect, self-insured for all claims up to the deductible levels. We also are self-insured for up to $125,000 per year per covered individual in eligible medical expenses incurred by certain employees and family members who receive medical coverage through us. We apply the provisions of SFAS No. 5, "Accounting for Contingencies", in determining the timing and amount of expense recognition associated with claims against us. The expense recognition is based upon our determination of an unfavorable outcome of a claim being deemed as probable and reasonably estimated, as defined in SFAS No. 5. This determination requires the use of judgment in both the estimation of probability and the amount to be recognized as an expense. We utilize historical claims experience along with regular input from third party insurance advisors and actuaries in determining the required level of insurance reserves. Future information regarding historical loss experience may require changes to the level of insurance reserves and could result in increased expense recognition in the future.

Allowance for Doubtful Accounts

        We report accounts receivable, net of an allowance for doubtful accounts, to represent our estimate of the amount that ultimately will be realized in cash. Management reviews the adequacy of its allowance for doubtful accounts on an ongoing basis, using historical collection trends, aging of receivables, and a review of specific accounts, and makes adjustments in the allowance as necessary. Changes in economic conditions or other circumstances could have an impact on the collection of existing receivable balances or future allowance considerations.

Litigation

        We are subject to litigation in the normal course of our business. We apply the provisions of SFAS No. 5, "Accounting for Contingencies," in determining the timing and amount of expense recognition associated with legal claims against us. Management uses guidance from internal and external legal counsel on the potential outcome of litigation in determining the need to record liabilities for potential losses and the disclosure of pending legal claims. See Note K of the notes to consolidated financial statements included in this prospectus.

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rates

        Our primary market risk exposure consists of risk related to changes in interest rates. Historically, we have not used derivative financial instruments for speculative or trading purposes.

        Our existing $65.0 million senior credit facility provides for a $33.0 million revolving variable rate senior credit facility and a variable rate $32.0 million term loan. Interest expense on such borrowing is sensitive to changes in the market rate of interest. If we were to borrow the entire $65.0 million available under the facility, a 1% increase in the average market rate would result in an increase in our annual interest expense of approximately $0.7 million.

        Our new $90.0 million senior credit facility is subject to variable interest rates. Interest expense on such borrowing is sensitive to changes in the market rate of interest. If we were to borrow the entire $90.0 million available under the facility, a 1% increase in the average market rate would result in an increase in our annual interest expense of approximately $0.9 million.

        This amount is determined by considering the impact of the hypothetical interest rates on our borrowing cost, but does not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Due to the uncertainty of the specific changes and their possible effects, the foregoing sensitivity analysis assumes no changes in our financial structure.

Foreign Currency Risk

        Our exposure to foreign exchange risk is minimal. All foreign investments are denominated in U.S. dollars, with the exception of Canada. We had approximately $2.1 million and $0.3 million of Canadian dollar denominated cash and debt instruments, respectively, at March 31, 2004. We do not hold any hedging instruments related to foreign currency transactions. We monitor foreign currency positions and may enter into certain hedging instruments in the future should we determine that exposure to foreign exchange risk has increased.

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BUSINESS

General

        We are a leading national provider of parking facility management services. We provide on-site management services at multi-level and surface parking facilities for all major markets of the parking industry. We manage approximately 1,900 parking facilities, containing over one million parking spaces, in over 275 cities across the United States and Canada. Our diversified client base includes some of the nation's largest private and public owners, managers and developers of major office buildings, residential properties, commercial properties, shopping centers and other retail properties, sports and special event complexes, hotels, and hospitals and medical centers, including properties such as the Arco Tower in Los Angeles, the Four Seasons Hotel in Chicago, the Harvard Medical School in Boston, the Nationwide Arena in Columbus and Westfield Shoppingtown Century City in Los Angeles. In addition, we manage 122 parking-related and shuttle bus operations serving 64 airports, including Chicago O'Hare International Airport, Cleveland Hopkins International Airport and Dallas/Fort Worth International Airport.

        During our 75 years in business, we have focused on providing our clients with superior management services and amenities to attract parking customers. We believe that our management services, coupled with a leading position in our core markets, help to maximize profitability per parking facility for both us and our clients. We believe that we have created our leading position by providing:

•

Ambiance in Parking®, an approach to parking that includes on-site, value-added services and amenities;



•

service enhancing information technology, including ClientView^SM, a proprietary client reporting system that allows us to provide our clients with on-line access to site-level financial and operating information;



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comprehensive training programs for on-site employees, including our web-based Standard University® training programs for management-level personnel, that promote customer service and client retention; and



•

an internal audit and contract compliance group to monitor cash and operational controls.

        We believe that these services distinguish us from our competitors and contribute to our high retention rate, which averaged 90% for the three year period ended March 31, 2004, which statistic also reflects the impact of our decision not to renew, or to terminate, unprofitable contracts.

        We do not own any parking facilities and, as a result, we assume few of the risks of real estate ownership. We operate our clients' parking properties through two types of arrangements: management contracts and leases. Under a management contract, we typically receive a base monthly fee for managing the facility, and we may also receive an incentive fee based on the achievement of facility performance objectives. We also receive fees for ancillary services. Typically, all of the underlying revenues and expenses under a standard management contract flow through to our client rather than to us. Under lease arrangements, we generally pay either a fixed annual rent, a percentage of adjusted gross customer collections, or a combination thereof to the property owner. We collect all revenues under lease arrangements and we are responsible for most operating expenses, but we are typically not responsible for major maintenance, capital expenditures or real estate taxes. As of March 31, 2004, we operated 84% of our locations under management contracts and 16% under leases.

        We also provide a range of ancillary services to satisfy client needs such as municipal meter collection and valet parking.

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Industry Overview

General

        The International Parking Institute, a trade organization of parking professionals, estimates that as of December 2002 (the latest year for which numbers are available) there were approximately 40,000 parking facilities in the United States generating over $29.0 billion in gross customer collections per year. Industry participants, the vast majority of which are privately held companies, consist of relatively few nationwide companies and hundreds of small regional or local operators, including a substantial number of companies that provide parking as an ancillary service in connection with property management or ownership. The parking industry from time to time experiences consolidation as smaller operators find that they lack the financial resources, economies of scale and management techniques required to compete with larger providers. We expect this trend will continue and provide larger parking management companies with opportunities to win business and acquire smaller operators.

Operating Arrangements

        Parking facilities operate under three general types of arrangements: management contracts, leases and ownership. The general terms and benefits of these three types of arrangements are as follows:

        Management Contracts.    Under a management contract, the facility manager generally receives a base monthly fee for managing the facility and may also receive an incentive fee based on the achievement of facility performance objectives. Facility managers generally charge fees for various ancillary services such as accounting, equipment leasing and consulting. Responsibilities under a management contract include hiring, training and staffing parking personnel, and providing revenue collection, accounting, record-keeping, insurance and facility marketing services. In general, under a management contract, the facility manager is not responsible for structural or mechanical repairs, and typically is not responsible for providing security or guard services. Under typical management contracts, the facility owner is responsible for operating expenses such as taxes, license and permit fees, insurance premiums, payroll and accounts receivable processing and wages of personnel assigned to the facility. However, some management contracts, which are referred to as "reverse" management contracts, usually provide for larger management fees and require the facility manager to pay certain of these costs. Generally under management contracts, the facility owner is responsible for non-routine maintenance, repair costs and capital improvements. Management contracts are typically for a term of one to three years, though the client often reserves the right to terminate, without cause, on 30 days' notice, and may contain a renewal clause.

        Leases.    Under a lease arrangement, the parking facility operator generally pays to the property owner either a fixed annual rent, a percentage of facility revenues, or a combination thereof. The parking facility operator collects all revenues and is responsible for most operating expenses, but is typically not responsible for major maintenance, capital expenditures or real estate taxes. In contrast to management contracts, leases are typically for terms of three to ten years, often contain a renewal term, and provide for a fixed payment to the facility owner regardless of the facility's operating earnings. However, many of these leases may be cancelled by the client for various reasons, including development of the real estate for other uses. Some are cancelable by the client on as little as 30 days' notice without cause. Leased facilities generally require a longer commitment and a larger capital investment by the parking facility operator than do managed facilities.

        Ownership.    Ownership of parking facilities, either independently or through joint ventures, typically requires a larger capital investment and greater potential risks and rewards than managed or leased facilities. All owned facility revenues flow directly to the owner, and the owner has the potential to realize benefits of appreciation in the value of the underlying real estate. The owner of a parking facility is responsible for all obligations related to the property, including all structural, mechanical and

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electrical maintenance and repairs and property taxes. Due to the high cost of real estate in many major urban markets, ownership of parking facilities usually requires large capital investments.

Industry Growth Dynamics

        A number of opportunities for growth exist for larger parking facility operators, including the following:

        Growth of Large Property Managers, Owners and Developers.    Over the past several years, there has been a substantial increase in the number of national property managers, owners and developers with multiple locations. Sophisticated property owners consider parking a profit center that experienced parking facility management companies can maximize. This dynamic favors larger parking service providers that can provide specialized, value-added professional services with nationwide coverage. In order to streamline their business, many of these large national property managers, owners and developers have reduced the number of suppliers with which they conduct business.

        Increased Outsourcing of Parking Management and Related Services.    Growth in the parking management industry has resulted from a continuing trend by parking facility owners to outsource the management of their parking and related operations to independent operators. We believe that entities such as large property management managers, owners and developers as well as cities, municipal authorities, hospitals and universities will increasingly retain parking management companies to operate facilities and provide related services in an effort to focus on their core competencies, reduce operating budgets and increase profitability and efficiency. We believe this trend is expanding to include outsourcing of shuttle bus operations, municipal meter collection and valet parking.

        Industry Consolidation.    The parking management industry is highly fragmented, with hundreds of small regional or local operators. We believe national parking facility managers have a competitive advantage over local and regional operators by reason of their:

•

broad product and service offerings;



•

relationships with large, national property managers, developers and owners;



•

efficient cost structure due to economies of scale; and



•

financial resources to invest in infrastructure and information systems.

Competitive Strengths

        We are committed to providing sophisticated service offerings, a high level of service and comprehensive parking management solutions to maintain our position as a leading parking management service provider in North America. We believe that the following factors have been critical to our success:

        Leadership in Core Markets.    We have a leading market presence in many major cities and airports. We consider our core urban markets to be those cities where we have a leading presence (as measured by number of locations), realize economies of scale, and have depth of management and a detailed knowledge of local markets. Because of the scale of our operations, we are able to spread administrative overhead costs across a large number of parking locations in a single market and generate higher average profitability per location in our core markets. We have also developed a particular expertise in providing parking and parking related services to the airport market, where we are the largest provider of parking services (as measured by number of locations). We consider our airports to be a core market as well. In our core markets we believe we compete more effectively for new business and are better able to retain existing locations. We believe that we are one of the leading providers (as measured by number of locations) within all of our core markets.

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        Diverse Client Base.    We have a diverse client base, which enables us to mitigate the risk of a downturn in particular locations or markets while providing us with the ability to take advantage of growth opportunities in any of the markets we serve. Our client base is diversified across geography, number of clients and types of clients.

•

Geography. We manage parking facilities in over 275 cities across 42 states and the District of Columbia in the United States and three provinces in Canada. Our core markets are Boston, Chicago, Cleveland, Columbus, Honolulu, Houston, Kansas City, Los Angeles, Minneapolis, New Orleans, Richmond, Toronto, Washington, D.C./Baltimore and our airport locations.



•

Number of clients. We provide services at approximately 1,900 locations. No single client represented more than 6.2% of revenue or more than 3.2% of gross profit for the three months ended March 31, 2004, and no single client represented more than 6.6% of revenue or more than 3.0% of gross profit for the year ended December 31, 2003.



•

Types of clients. We provide on-site management services at multi-level and surface parking facilities for all major markets of the parking industry. Our diversified client base includes some of the nation's largest public and private owners, managers and developers of major office buildings, residential properties, commercial properties, shopping centers and other retail properties, sports and special events complexes, universities, hotels, hospitals and medical centers and many of the major airports in North America.

        Consistent, High Level Service Offering.    Our ability to provide a uniformly high level of parking and related services is valued by our clients, who recognize that the parking experience often makes both the first and last impressions on their properties' tenants and visitors. Our clients therefore seek to offer the highest possible parking service levels as a means of distinguishing their properties from competing properties. Moreover, for those clients that provide parking as an ancillary service to other core service offerings (such as airports, hotels and sports and special event arenas), we are able to provide venue-specific solutions that improve the profitability of the parking operations. Our ability to consistently deliver these and related services improves our ability to win contracts at premier locations, retain existing locations and, therefore, improve our profitability. We offer our clients expertise in: cash management and payroll processing; budgeting; marketing and pricing strategies; facility and traffic flow functionality; parking equipment technology; and monthly reporting. Our goal is to provide parking facilities that are clean and well-lit, with crisp graphics and signage and a professional, courteous and well-dressed staff. Our employees undergo a concentrated training program that focuses on the delivery of professional services to our clients and their customers on a consistently high level. We also offer our clients a comprehensive package of on-site parking services and amenities tailored to the customer's requirements, including a patented musical theme floor reminder system with distinctive signage, a traffic information system, valet parking, car washing, complimentary audio tapes and video tapes, and vehicle repair as part of our Ambiance in Parking® approach. We believe our clients value our broad suite of services for its positive impact on their customers' overall satisfaction.

        Strong Client Base and High Contract Retention.    Our client base includes: Brookfield Properties Corporation, CB Richard Ellis, Crescent Real Estate Equities Company, Equity Office Properties, Grubb & Ellis, Jones Lang LaSalle, the City of Miami Beach and the City of New Orleans. Our client base also includes many of the major airports in North America, such as Chicago O'Hare International Airport, Cleveland Hopkins International Airport and Dallas/Fort Worth International Airport. Our track record in retaining locations has averaged 90% during the three year period ended March 31, 2004, which statistic also reflects the impact of our decision not to renew, or to terminate, unprofitable contracts.

        Focus on Low Risk Contracts.    Management contracts typically generate a fixed base management fee that is not dependent upon the operating performance of the location and, as a result, limits our

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exposure to adverse economic conditions and other occurrences, such as the events of September 11, 2001. Given this dynamic, we have made a strategic decision to focus on securing business primarily through management contracts and not through ownership of parking facilities. When we enter into leases, we seek to negotiate low minimum rental commitments and often structure a variable component into the contract to mitigate lower revenues from economic downturns. We will continue to balance our objective of entering into lower risk parking services contracts that provide a stable revenue stream with entering into contracts that provide upside potential and opportunities for growth. In addition to adding new management contracts and leases, we intend to continue to strengthen our contract portfolio through the elimination of underperforming locations, which will further enhance our profitability. Under both management contracts and leases, we are not typically responsible for capital improvements and, as such, these agreements limit our capital expenditure requirements relative to our competitors that own properties. As of March 31, 2004, we operated 84% of our locations under management contracts and 16% under leases.

        Experienced Executive Management Team.    Our executive management team of eight individuals has an average of 20 years experience in the parking industry, including an average of 17 years with us or our acquired companies. We adopted a long-term incentive plan to motivate and retain our top executives.

Growth Strategy

        We believe we are well positioned to pursue the following growth strategies:

        Grow Contract Portfolio Within Our Core Markets.    Our strategy is to increase our presence and profitability in our core markets by continuing to provide sophisticated parking services and by capitalizing on our economies of scale and operating efficiency. This concentration of locations gives us the ability to spread administrative overhead costs across a large number of parking facilities in a single market. We plan to continue to maximize our premium service, local market knowledge and management infrastructure to retain existing locations and compete aggressively for new business in these core markets. We regularly review potential acquisition opportunities to increase our position in our core markets.

        Enhance Client Relationships Through Additional Services.    We believe we can deepen our relationships with existing clients and attract new clients by continuing to offer additional services that complement our parking expertise, such as shuttle bus, taxi-dispatch, municipal meter collection, and valet-parking services. By offering these services to our clients, we increase our revenues and gross profit per location and strengthen our client relationships, which should enhance our ability to win new contracts and increase our retention rate.

        Develop New Market Opportunities.    We believe that a significant opportunity exists for us to expand our presence in markets such as university campus parking and hospital parking. In addition to our long-standing relationships with Harvard Medical School, Northwestern University and Northwestern Memorial Hospital, we have expanded our presence in these markets with the recent addition of parking services at Montclair State University and the Louisiana State University Medical Center. In addition to expanded growth opportunities in the hospital and university markets, we see significant potential within the municipal on-street market, including enforcement services. We currently provide exclusive meter collection and management services for the City of Miami Beach, Florida, and we were recently awarded an exclusive contract to provide meter collection and management services for the City of Fort Myers, Florida.

        Develop New Core Markets.    We believe that numerous opportunities for growth are available by developing new core markets either through new contracts, acquisitions, alliances or partnerships. Our clients generally have a presence in a variety of urban markets where they seek to outsource the

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management of their parking facilities to a national parking service provider that can assist them in maximizing parking-related profit. One of our strategies is to grow our client relationships to facilitate the addition of new locations and our strategic identification and development of new geographic markets.

Services

        As a professional parking management company, we provide a comprehensive, turn-key package of parking services to our clients. Under a typical management contract structure, we are responsible for providing and supervising all personnel necessary to facilitate daily parking operations including cashiers, porters, valet attendants, managers, bookkeepers, and a variety of maintenance, marketing, customer service, and accounting and revenue control functions. By way of example, our typical day-to-day operating duties, whether performed using our own personnel or subcontracted vendors, include:

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Collection and deposit of daily and monthly parking revenues from all parking customers.



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Daily housekeeping to maintain the facility in a clean and orderly manner.



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Restriping of the parking stalls as necessary.



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Routine maintenance of parking equipment (e.g., ticket dispensing machines, parking gate arms, fee computers).



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Marketing efforts designed to maximize gross parking revenues.



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Delivery of courteous and professional customer relations.



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Painting of walkways, curbs, ceilings, walls or other facility surfaces.



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Snow removal from sidewalks and driveways.

        The scope of our management services typically also includes a number of functions that support the basic daily facility operations, such as:

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Preparation of an annual operating budget reflecting our estimates of the annual gross parking revenues that the facility will generate from its parking customers, as well as the costs and expenses to be incurred in connection with the facility's operation.



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Evaluation and analysis of, and consultation with our clients with respect to, price structures that will optimize our clients' revenue objectives. In doing so, we use our proprietary ParkStat® software tool. By automatically polling information from on-site collection devices, ParkStat® uses location-specific information to calculate the impact of

pricing alternatives, optimize staffing levels, improve forecasting and assist in long-range planning.

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Consultation with our clients regarding which of our menu of customer amenities are appropriate and/or desirable for implementation at the clients' parking facility.



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Implementation of a wide range of operational and revenue control processes and procedures, including internal audit procedures, designed to maximize and protect the facility's parking revenues. Compliance with our mandated processes and procedures is supervised by a dedicated 15 person internal audit and contract compliance group.



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Consultation with our clients regarding any recommended modifications in facility design or traffic flow, or the installation of new or updated parking equipment, designed both to enhance the ease and convenience of the parking experience for the parking customers and to maximize facility profitability.

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•

Monthly reporting to our clients regarding the facility's operating results. For those clients who wish to directly access their financial reporting information on-line, we offer the use of our proprietary ClientView^SM client reporting system, which provides on-line access to site-level financial and operating information.

Ancillary Services

        Beyond the conventional parking facility management services described above, we also offer an expanded range of ancillary services. For example:

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At various airports throughout the United States, we provide shuttle bus vehicles and the drivers to operate them in support of on-airport car rental operations as well as private off-airport parking locations.



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At certain airports, we provide ancillary ground transportation services, such as taxi and livery dispatch services, as well as concierge-type ground transportation information and support services for arriving passengers.



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For municipalities, we provide basic shuttle bus services, on-street parking meter collection and other forms of parking enforcement services.



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Within the medical center and hospital market, we provide valet parking and shuttle bus services.

Amenities and Customer Service Programs

        We offer a comprehensive package of amenity and customer service programs, branded as Ambiance in Parking®, that can be provided to our customers, many at nominal or no cost to the client. These programs not only make the parking experience more enjoyable, but also convey a sense of the client's sensitivity to and appreciation of the needs of its parking customers. In doing so, we believe the programs serve to enhance the value of the parking properties themselves.

        Patented Musical Theme Floor Reminder System.    Our patented musical theme floor reminder system is designed to help customers remember the garage level on which they parked. A different song is played on each floor of the parking garage. Each floor also displays distinctive signage and graphics that correspond with the floor's theme. For example, in one parking facility with U.S. cities as a theme, songs played include "I Left My Heart in San Francisco" on one floor and "New York, New York" on a different floor. Other parking facilities have themes such as college fight songs, Broadway musicals, classic movies and professional sports teams.

        Books-To-Go® Audiotape Library.    Monthly customers can borrow—free of charge—audio tapes to which they can listen as they drive to and from work. A wide selection of fiction, non-fiction and business titles is maintained in the facility office.

        Films-To-Go® Videotape Library.    This amenity builds on the success of our popular Books-To-Go® program. Videotapes of many popular movie titles are stocked in the parking facility office and made available free of charge to monthly customers. The movie selections are updated on a regular basis.

        Little Parkers® Child-Friendly Facilities.    This amenity creates a family atmosphere at the parking facility. Customers may use baby changing stations installed in the public restrooms. Kids appreciate the distribution of free toys such as bubble bottles, coloring books and stuffed animals.

        Complimentary Driver Assistance Services.    Parking facility attendants provide a wide range of complimentary services to customers with car problems. Assistance can include charging weak batteries, inflating/changing tires, cleaning windshields and refilling windshield washer fluid. Attendants also can help customers locate their vehicles and escort them to their cars.

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        Standard Road Assist^SM Emergency Services.    Parking customers experiencing vehicle problems beyond weak batteries and low tire pressure call our toll-free number to receive, on a pay-per-use basis, a basic package of emergency services, including towing up to five miles, jump starting, flat tire changing, fuel delivery, extracting a vehicle from the side of the road and lock-out service. The emergency services are provided at the parking facility or anywhere on the road.

CarCare^SM Maintenance Services. A car service vendor will pick-up a customer's car from the parking facility, contact the customer with an estimate, service the car during normal working hours and return it to the facility before the end of the business day.

        ParkNet® Traffic Information System.    The system provides customers with continuously updated traffic reports on a site-specific basis so that drivers can learn not only about traffic conditions on the area highways, but also about conditions in the immediate vicinity of the parking facility.

        Automated Teller Machines.    On-site ATM machines provide customers access to cash from bankcards and credit cards. We arrange for the installation of the machine, operated and maintained by an outside vendor. The parking facility realizes supplemental income from a fixed monthly rent and a share of usage transaction fees.

        Complimentary Courtesy Umbrellas and Flashlights.    Courtesy umbrellas are loaned to customers on rainy days. A similar lending program can be implemented to provide flashlights in emergency situations or power outages.

        Car Washing, Detailing and Windshield Cleaning.    We typically are able to arrange for car wash and/or detailing services to be provided at our facilities during the business day, either by our own staff or through a contracted vendor. Moreover, during non-peak times our attendants periodically clean windshields and headlamps, leaving a note on the windshield to advise the customer of this complimentary service that the property owner has provided.

        Complimentary Services/Customer Appreciation Days.    Our clients select from a variety of complimentary services that we provide as a special way of saying "thank you" to our parking customers. Depending on client preferences, coffee, donuts and/or newspapers occasionally are provided to customers during the morning rush hour. On certain holidays, candy, with wrappers that can be customized with the facility logo, can be distributed to customers as they exit. We also can distribute personalized promotional items, such as ice scrapers and key-chains.

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Business Development

        Our efforts to attract new clients are primarily concentrated in and coordinated by a dedicated business development group, currently composed of 16 individuals, whose background and expertise is in the field of sales and marketing, and whose financial compensation is determined to a significant extent by their business development success. This business development group is responsible for forecasting sales, maintaining a pipeline of prospective and existing clients, initiating contacts with such clients, and then following through to coordinate meetings involving those clients and the appropriate members of our operations hierarchy. By concentrating our sales efforts through this dedicated group, we enable our operations personnel to focus on achieving excellence in our parking facility operations and maximizing our clients' parking profits and our own profitability.

        We also place a specific focus on marketing and client relationship efforts that pertain to those clients having a large regional or national presence. Accordingly, we assign a dedicated executive to those clients to address any existing portfolio issues, as well as to reinforce existing—and develop new—account relationships and to take any other action that may further our business development interests.

Operations

        We maintain regional and city offices throughout the United States and Canada in order to support our approximately 11,680 employees and approximately 1,900 parking facility operations. These offices serve as the central bases through which we provide the employees to staff our parking facilities as well as the on-site and support management staff to oversee those operations. Our administrative staff accountants are based in those same offices and facilitate the efficient, accurate and timely production and delivery to our clients of our monthly reports. Having these all-inclusive operations and accounting teams located in regional and city offices throughout the United States and Canada allows us to add new locations quickly and in a cost-efficient manner. To facilitate the training of our facility personnel throughout the country, we have separate, dedicated trainers for each of the West, Central and East operating divisions.

        Our overall basic corporate functions in the areas of finance, human resources, risk management, legal, purchasing and procurement, general administration, strategy and information and technology, are based in our Chicago corporate office. The Chicago corporate office also supports and promotes consistency throughout our field operations by developing and administering our operational, financial and administrative policies, practices and procedures.

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Clients and Properties

        Our client base includes a diverse cross-section of public and private owners, developers and managers of real estate. A list of some of our clients, and the types of properties for which we operate their parking, include:

Client / Property	City, State / Province	Property Type
American Museum of Natural History	New York, New York	Museum
Brookfield Properties Corporation	Boston, Massachusetts Calgary, Alberta Denver, Colorado Minneapolis, Minnesota Toronto, Ontario Vancouver, British Columbia	Office
Chicago O'Hare International and Chicago Midway Airports	Chicago, Illinois	Airport
City of Phoenix	Phoenix, Arizona	Municipal / special event
Cleveland Clinic Foundation	Cleveland, Ohio	Medical center
Crescent Real Estate Equities Company	Austin, Texas Houston, Texas Miami, Florida	Office
Four Seasons Hotel	Chicago, Illinois	Hotel
Hartford Bradley International Airport	Hartford, Connecticut	Airport
Harvard Medical School	Boston, Massachusetts	University / medical
JMB Real Estate Corporation	Chicago, Illinois Houston, Texas Los Angeles, California	Office
Nationwide Arena	Columbus, Ohio	Special event
Sacramento Airport	Sacramento, California	Airport / consolidated car rental shuttle
Washington Mutual, Inc.	Los Angeles, California San Francisco, California	Retail
Westfield Properties Shoppingtowns	Los Angeles, California	Retail

        No single client represented more than 6.2% of revenue or more than 3.2% of our gross profit for the three months ended March 31, 2004, and no single client represented more than 6.6% of revenue or more than 3.0% of our gross profit for the year ended December 31, 2003. For the three year period ended March 31, 2004, we retained an average of 90% of our locations, a statistic that also reflects the effect of our decisions not to renew, or to terminate, unprofitable contracts.

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Parking Facilities

        We operate parking facilities in 42 states and the District of Columbia in the United States and three provinces of Canada. We do not currently own any parking facilities. The following table summarizes certain information regarding our facilities as of March 31, 2004:

		# of Locations			# of Spaces
States/Provinces	Airports and Urban Cities
		Airport	Urban	Total	Airport	Urban	Total
Alabama	Airports	3	—	3	1,430	—	1,430
Alaska	Airports	2	—	2	3,200	—	3,200
Alberta	Calgary and Edmonton	—	16	16	—	6,508	6,508
Arizona	Phoenix	—	26	26	—	19,928	19,928
British Columbia	Richmond, Vancouver, Victoria and Whistler	—	30	30	—	3,297	3,327
California	Airports, Los Angeles, Long Beach, Sacramento, San Diego, San Francisco and San Jose	9	520	529	23,761	162,253	186,014
Colorado	Airports, Colorado Springs and Denver	3	26	29	14,002	12,097	26,099
Connecticut	Airports	9	—	9	8,500	—	8,500
Delaware	Wilmington	—	1	1	—	473	473
District of Columbia	Washington, DC	—	54	54	—	18,841	18,841
Florida	Airports, Miami, Miami Beach, Orlando and Pensacola	6	78	84	4,238	35,350	39,588
Georgia	Airports and Atlanta	2	18	20	2,177	17,369	19,546
Hawaii	Airports and Honolulu	4	43	47	2,777	17,467	20,244
Idaho	Airport	1	—	1	372	—	372
Illinois	Airports and Chicago	11	192	203	30,540	103,111	133,651
Indiana	Airport, Indianapolis and Fort Wayne	1	5	6	1,234	2,700	3,934
Iowa	Airports and Des Moines	2	2	4	3,487	6,600	10,087
Kansas	Topeka, Wichita and Bonner Springs	—	8	8	—	19,456	19,456
Kentucky	Louisville	—	8	8	—	4,792	4,792
Louisiana	Airport and New Orleans	1	48	49	1,302	17,695	18,997
Maine	Airports and Portland	3	1	4	1,660	528	2,188
Maryland	Baltimore, Bethesda and Towson	—	18	18	—	5,268	5,268
Massachusetts	Boston, Cambridge and Worcester	—	117	117	—	45,321	45,321
Michigan	Airports and Detroit	7	5	12	6,885	3,993	10,878
Minnesota	Airports, Minneapolis and St. Paul	8	36	44	21,501	15,055	36,556
Missouri	Airports and Kansas City	7	87	94	16,683	22,443	39,126
Montana	Airports	8	—	8	4,169	—	4,169
Nebraska	Airports	2	—	2	1,307	—	1,307
Nevada	Las Vegas and Reno	—	10	10	—	3,026	3,026
New Jersey	Upper Montclair	—	1	1	—	3,402	3,402
New Mexico	Airport	1	—	1	—	—	—
New York	Airports, Buffalo, New York and Rochester	6	44	50	8,027	14,882	22,909
North Carolina	Charlotte	—	1	1	—	818	818
North Dakota	Airports	2	—	2	1,415	—	1,415
Ohio	Airports, Akron, Cleveland, Cincinnati, Columbus and Toledo	6	110	116	9,373	103,664	113,037
Ontario	Airport, North York, Scarborough and Toronto	1	43	44	3,140	33,868	37,008
Oregon	Airports	3	—	3	2,231	—	2,231
Pennsylvania	Airports	3	—	3	2,031	—	2,031
Rhode Island	Providence	—	2	2	—	4,845	4,845
South Dakota	Airports	2	—	2	1,508	—	1,508
Tennessee	Airports, Memphis and Nashville	2	19	21	649	35,231	35,880
Texas	Airports, Dallas, Fort Worth and Houston	3	93	96	2,844	77,673	80,517
Utah	Salt Lake City	—	2	2	—	5,780	5,780
Virginia	Alexandria, Richmond and Virginia Beach	—	93	93	—	29,859	29,859
Washington	Airports and Seattle	2	9	11	822	3,551	4,373
Wisconsin	Airports and Milwaukee	2	11	13	343	1,688	2,031
	Totals	122	1,777	1,899	181,608	858,832	1,040,440

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        We have interests in 13 joint ventures, each of which operates between one and three parking facilities. We are the general partner of seven limited partnerships, each of which operates between one and twelve parking facilities. For additional information, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Summary of Operating Facilities."

Information Technology

        We believe that automation and technology can enhance customer convenience, lower labor costs, improve cash management and increase overall profitability. We have been a leader in the field of introducing automation and technology to the parking business and we were among the first to adopt electronic fund transfer (EFT) payment options, pay-on-foot (ATM) technology and bar code decal technology.

        To promote internal efficiency, we have created advanced information systems that connect local offices across the country to our corporate headquarters. These systems support accounting, financial management and reporting practices, general operating procedures, training, employment policies, cash controls and marketing procedures. Our commitment to the application of technology in the parking management business has resulted in the creation of two proprietary products, ClientView^SM and ParkStat®. ClientView^SM is an Internet based system that gives our clients the flexibility and convenience to access and download their monthly financials and detailed back-up reports. ParkStat® enhances the performance of the parking facility by using location-specific information to assess the impact of pricing alterations, optimize staffing levels, improve forecasting and assist in long-range planning. We believe that our standardized processes and controls enhance our ability to successfully add new locations and expand our operations into new markets.

Employees

        As of March 31, 2004, we employed approximately 11,680 individuals, including approximately 6,850 full-time and 4,830 part-time employees. Approximately 25% of our employees are covered by collective bargaining agreements. No single collective bargaining agreement covers a material number of employees. We believe that our employee relations are good.

Insurance

        We purchase comprehensive liability insurance covering certain claims that occur at parking facilities we lease or manage. The primary amount of such coverage is $2.0 million per occurrence and $2.0 million in the aggregate per facility. In addition, we purchase umbrella/excess liability coverage. Under our various liability and workers' compensation insurance policies, we are obligated to reimburse the insurance carrier for the first $250,000 of any loss. As a result, we are, in effect, self-insured for all claims up to the deductible levels. We utilize a third-party administrator to process and pay claims. We also purchase group health insurance with respect to eligible full-time employees and family members, whether such employees work at leased or managed facilities, and are self-insured for up to $125,000 per year per covered individual in eligible incurred medical expenses. We purchase workers' compensation insurance for all eligible employees. We believe that our insurance coverage is adequate and is consistent with industry practice.

        Because of the size of the operations covered and our claims experience, we purchase insurance policies at prices that we believe represent a discount to the prices that would typically be charged to parking facility owners on a stand-alone basis. Pursuant to our management contracts, we charge to our clients an allocated portion of our insurance costs and charges at rates we believe are competitive. Our clients have the option of purchasing their own liability insurance policies, provided that we are named as an additional insured pursuant to an additional insured endorsement; however, many of our clients historically have chosen to purchase such insurance through us. A material reduction or increase in the

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amount of insurance purchased through us could have a material effect on our operating income. In addition, a material change in insurance costs due to a change in the number of claims, claims costs or premiums paid by us could have a material effect on our operating income. With respect to our management contract locations, it has been our practice to recover our costs through the rates we charge our clients for insurance. In addition, we have taken steps to control our insurance costs and losses, including the implementation of various measures and safety and incentive programs.

Competition

        The parking industry is fragmented and highly competitive, with limited barriers to entry. We face direct competition for additional facilities to manage or lease, while our facilities themselves compete with nearby facilities for our parking customers and in the labor market generally for qualified employees. Moreover, the construction of new parking facilities near our existing facilities can adversely affect our business. We are one of four national parking management companies, with the others being Ampco System Parking, Central Parking Corporation and Imperial Parking Corporation. We also face competition from numerous smaller, locally owned independent parking operators, as well as from developers, hotels, national financial services companies and other institutions that manage both their own parking facilities as well as facilities owned by others. Many municipalities and other governmental entities also operate their own parking facilities, potentially eliminating those facilities as management or lease opportunities for us. Some of our present and potential competitors have or may obtain greater financial and marketing resources than us, which may negatively impact our ability to retain existing contracts and gain new contracts.

        We face significant competition in our efforts to provide ancillary services such as shuttle bus services and on-street parking enforcement. Several large companies compete in these markets. These large companies may have greater financial and marketing resources than we do, which may negatively impact our ability to compete against them.

Regulation

        Regulations by the Federal Aviation Administration may affect our business. The FAA generally prohibits parking within 300 feet of airport terminals during times of heightened alert. While we believe that existing regulations or the present heightened security alerts at airports may be relaxed in the future, the existing 300 feet rule and new regulations may nevertheless prevent us from using a number of existing spaces. Reductions in the number of parking spaces may reduce our gross profit and cash flow for both our leased facilities and those facilities we operate under management contracts.

        Our business is not otherwise substantially affected by direct governmental regulation, although both municipal and state authorities sometimes directly regulate parking facilities. We are affected by laws and regulations (such as zoning ordinances) that are common to any business that deals with real estate and by regulations (such as labor and tax laws) that affect companies with a large number of employees. In addition, several state and local laws have been passed in recent years that encourage car pooling and the use of mass transit. For example, a Los Angeles, California law prohibits employers from reimbursing employee parking expenses. Laws and regulations that reduce the number of cars and vehicles being driven could adversely impact our business.

        We collect and remit sales/parking taxes and file tax returns for and on behalf of us and our clients. We are affected by laws and regulations that may impose a direct assessment on us for failure to remit sales/parking taxes or to file tax returns for ourselves and on behalf of our clients.

        Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in such property. Such laws typically impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such

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hazardous or toxic substances. In connection with the operation of parking facilities, we may be potentially liable for any such costs. Although we are currently not aware of any material environmental claims pending or threatened against us or any of the parking facilities which we operate, there can be no assurance that a material environmental claim will not be asserted against us or against the parking facilities which we operate. The cost of defending against claims of liability, or of remediating a contaminated property, could have a material adverse affect on our financial condition or results of operations.

        Various other governmental regulations affect our operation of parking facilities, both directly and indirectly, including the ADA. Under the ADA, all public accommodations, including parking facilities, are required to meet certain federal requirements related to access and use by disabled persons. For example, the ADA requires parking facilities to include handicapped spaces, headroom for wheelchair vans, attendants' booths that accommodate wheelchairs and elevators that are operable by disabled persons. When negotiating management contracts and leases with clients, we generally require that the property owner contractually assume responsibility for any ADA liability in connection with the property. There can be no assurance, however, that the property owner has assumed such liability for any given property and there can be no assurance that we would not be held liable despite assumption of responsibility for such liability by the property owner. Management believes that the parking facilities we operate are in substantial compliance with ADA requirements.

Intellectual Property

        Standard Parking® and the Standard Parking logo are service marks registered with the United States Patent and Trademark Office. In addition, we have registered the names and, as applicable, the logos of all of our material subsidiaries and divisions as service marks with the United States Patent and Trademark Office or the equivalent state registry, including the right to the exclusive use of the name Central Park in the Chicago metropolitan area. We have also obtained a United States patent, U.S. Pat. No. 4,674,937, for our Multi-Level Vehicle Parking Facility (the musical Theme Floor Reminder System), which expires in 2005, and trademark registrations for our proprietary parker programs, such as Books-to-Go®, Films-To-Go®, Little Parkers® and Ambiance in Parking® and our comprehensive training program, Standard University®. We have also registered the copyright rights in our proprietary software, such as ClientView^SM, Hand Held Program^SM, License Plate Inventory Programs^SM, ParkNet® and ParkStat® with the United States Copyright Office.

Office Leases

        We lease approximately 24,000 square feet of office space for our corporate offices in Chicago, Illinois. The lease expires in 2013. The lease includes expansion options for up to 6,000 additional square feet of space, and we have a right of first opportunity on an additional 4,000 square feet. We believe that the leased facility, together with our expansion options, is adequate to meet current and foreseeable future needs.

        We also lease regional offices. These lease agreements generally include renewal and expansion options, and we believe that these facilities are adequate to meet our current and foreseeable future needs.

Legal Proceedings

        We are subject to various claims and legal proceedings that consist principally of lease and contract disputes. We consider these claims and legal proceedings to be routine and incidental to our business, and in the opinion of management, the ultimate liability with respect to these proceedings and claims will not materially affect our financial position, operations or liquidity.

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MANAGEMENT

Directors, Director Nominees and Executive Officers

        The following table sets forth certain information with respect to each person who is one of our executive officers, directors or director nominees as of April 30, 2004:

Name	Age	Position
John V. Holten	47	Director and Chairman
James A. Wilhelm	50	Director, President and Chief Executive Officer
Herbert W. Anderson, Jr.	45	Executive Vice President, Operations
G. Marc Baumann	48	Executive Vice President, Chief Financial Officer, and Treasurer
Gunnar E. Klintberg	55	Director and Vice President
John Ricchiuto	47	Executive Vice President, Operations
Robert N. Sacks	51	Executive Vice President, General Counsel and Secretary
Edward E. Simmons	54	Executive Vice President, Operations
Steven A. Warshauer	49	Executive Vice President, Operations
Michael K. Wolf	54	Executive Vice President, Chief Administrative Officer and Associate General Counsel
Charles L. Biggs	63	Director (nominee)
Karen M. Garrison	55	Director (nominee)
Leif F. Onarheim	69	Director (nominee)
A. Petter Østberg	42	Director (nominee)
Robert S. Roath	61	Director (nominee)

        John V. Holten.    Mr. Holten has served as a director and our chairman of the board of directors since March 30, 1998 when we consummated our combination with the Standard Companies. Mr. Holten is the manager of Steamboat Industries LLC, which, together with its wholly-owned subsidiary Steamboat Industries NV, will be our majority stockholder, since its formation in May 2004. Mr. Holten has also served as a director and chairman of the board of directors of AP Holdings, Inc. since April 14, 1989. Mr. Holten is the chairman and chief executive officer of Steamboat Holdings, Inc., the parent company of AP Holdings, Inc. Mr. Holten has also served as the chairman and chief executive officer of Holberg Industries, Inc. since 1989. Holberg Industries, Inc. was our indirect parent until March 5, 2001. Mr. Holten was chairman and chief executive officer as well as a director of each of NEBCO Evans Holding Company and AmeriServe Food Distribution, Inc., each of which filed for bankruptcy on or about January 31, 2000. Mr. Holten received his M.B.A. degree from Harvard University in 1982 and graduated from the Norwegian School of Economics and Business Administration in 1980.

        James A. Wilhelm.    Mr. Wilhelm has served as our president since September 2000 and as our chief executive officer and a director since October 2001. Mr. Wilhelm served as executive vice president—operations since the combination in March 1998, and he served as senior executive vice president and chief operations officer from September 1999 to August 2000. Mr. Wilhelm joined the Standard Companies in 1985, serving as executive vice president beginning in January 1998. Prior to March 1998, Mr. Wilhelm was responsible for managing the Standard Companies' Midwest and Western Regions, which included parking facilities in Chicago and sixteen other cities throughout the United States and Canada. Mr. Wilhelm received his B.A. degree from Northeastern Illinois University in 1976.

        Herbert W. Anderson, Jr.    Mr. Anderson has served as our executive vice president—operations since the consummation of the combination in March 1998. Mr. Anderson joined APCOA in 1994, and

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served as corporate vice president—urban properties from 1995 until March 1998. Mr. Anderson graduated from Almeada College and began his career in the parking industry in 1984. Mr. Anderson is a vice-president of the board of directors of the National Parking Association and a member of the International Parking Institute. In addition, he is on the Board of the Friends of NORD (New Orleans Recreation Department) and is a member of the Building Owners Management Association. Mr. Anderson is also a member of the Board of Trade in New Orleans.

        G. Marc Baumann.    Mr. Baumann has served as our executive vice president, chief financial officer and treasurer since October 2000. Mr. Baumann has also served as treasurer of AP Holdings, Inc. from October 2000 to April 2004. Prior to his appointment as our chief financial officer, Mr. Baumann was chief financial officer for Warburtons Ltd. in Bolton, England from January 1993 to October 2000. Mr. Baumann is a certified public accountant and a member of both the American Institute of Certified Public Accountants and the Illinois CPA Society. He received his B.S. degree in 1977 from Northwestern University and his M.B.A. degree from the Kellogg School of Management at Northwestern University in 1979.

        Gunnar E. Klintberg.    Mr. Klintberg has served as a director since 1989 and as vice president since 1998. Mr. Klintberg is the vice chairman of Steamboat Holdings, Inc. Mr. Klintberg has also been a director and vice chairman of Holberg Industries, Inc. since 1989. Mr. Klintberg has also served as a vice president and director of AP Holdings, Inc. since April 1989. Mr. Klintberg was a director of NEBCO Evans Holding Company and AmeriServe Food Distribution, Inc., each of which filed for bankruptcy on or about January 31, 2000. Mr. Klintberg received his B.A. degree from Dartmouth College in 1972 and a degree in Business Administration from the University of Uppsala, Sweden in 1974.

        John Ricchiuto.    Mr. Ricchiuto has served as our executive vice president—operations since December 2002. Mr. Ricchiuto joined APCOA, Inc. in 1980 as a management trainee. Mr. Ricchiuto served as vice president and regional manager for Northeastern Regional Properties since 1988, vice president—Airport Properties Central since 1993 and senior vice president—Airport Properties Central and Eastern United States since 1994. Mr. Ricchiuto received his B.S. degree from Bowling Green University in 1979.

        Robert N. Sacks.    Mr. Sacks has served as our executive vice president—general counsel and secretary since the consummation of the combination in March 1998. Mr. Sacks joined APCOA, Inc. in 1988, and served as general counsel and secretary since 1988, as vice president, secretary, and general counsel from 1989, and as senior vice president, secretary and general counsel from 1997 to March 1998. Mr. Sacks has also served as secretary of AP Holdings, Inc. from 1989 to April 2004. Mr. Sacks received his B.A. degree, cum laude, from Northwestern University in 1976 and, in 1979, received his J.D. degree from Suffolk University where he was a member of the Suffolk University Law Review.

        Edward E. Simmons.    Mr. Simmons has served as our senior vice president—operations since May 1998. Mr. Simmons has also served as executive vice president—operations since August 1999. Previously, he was president, chief executive officer and co-founder of Executive Parking, Inc. Prior to joining Executive Parking, Inc., Mr. Simmons was vice president/general manager for Red Carpet Parking Service and a consultant on facility layout and design and general manager of J & J Parking. Mr. Simmons is a current board member of the National Parking Association and the International Park Institute. Mr. Simmons is a past executive board member and past president of the Parking Association of California.

        Steven A. Warshauer.    Mr. Warshauer has served as our executive vice president—operations since the consummation of the combination in March 1998. Mr. Warshauer joined the Standard Companies

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in 1982, initially serving as vice president, then becoming senior vice president. Mr. Warshauer received his B.S. Degree from the University of Northern Colorado in 1976 with a major in Accounting.

        Michael K. Wolf.    Mr. Wolf has served as our executive vice president—chief administrative officer and associate general counsel since the combination in March 1998. Mr. Wolf served as senior vice president and general counsel of the Standard Companies from 1990 to January 1998. Mr. Wolf was subsequently appointed executive vice president of the Standard Companies. Mr. Wolf received his B.A. degree in 1971 from the University of Pennsylvania and in 1974 received his J.D. degree from Washington University, where he served as an editor of the Washington University Law Quarterly and was elected to the Order of the Coif.

        Charles L. Biggs.    Mr. Biggs will serve on the board of directors at the consummation of this offering. Mr. Biggs was a consultant for Deloitte Consulting, a professional services firm that provides assurance and advisory, tax and management consulting services, from 1968 until his retirement in November 2002. At Deloitte, he held various management positions, including National Director of Strategy Services for Deloitte's strategy arm and chairman of Deloitte/Holt Value Associates. He has served as a director of Qwest Communications International Inc. since February 2004 and is a member of their audit committee. He is also on the advisory committee of CABC, a technology firm in Dallas, Texas. Mr. Biggs earned his B.S. degree in Industrial Management from Kent State University.

        Karen M. Garrison.    Ms. Garrison will serve on the board of directors at the consummation of this offering. She is currently executive vice president and chief administration and real estate officer at Pitney Bowes, Inc. From 1999 to 2003, she served as president of Pitney Bowes Business Services. In her 25 years with Pitney Bowes, Ms. Garrison has held a series of positions with increasing responsibilities, including vice president of operations, and vice president of finance and chief financial officer. She is a director and executive compensation committee member of Greenpoint Financial. She received her B.S. degree in Accounting from Rollins College in 1983 and her M.B.A. degree from the Florida Institute of Technology in 1986.

        Leif F. Onarheim.    Mr. Onarheim will serve on the board of directors at the consummation of this offering. He has been a director of Holberg Industries, Inc. since 1989 and a director of Steamboat Holdings, Inc. since 2000. He was elected as a member of the Parliament of the Kingdom of Norway in 2001. Mr. Onarheim is also the Chairman of Løvenskiold Vækerø, (since 2001), Norwegian Fair (since 1994) and Thommessen & Co AS (since 2003). He served for 10 years as managing director and chief executive officer of Nora Industries before its merger with Orkla ASA in 1991, and served as chairman of the merged Orkla Group after the merger until 1992. Mr. Onarheim was a director and member of the audit committees of AmeriServe Food Distribution, Inc. and of NEBCO Evans Holding Company from 1986 to 2000, each of which filed for bankruptcy on or about January 31, 2000. In 1996, Mr. Onarheim was elected chairman of NHO, Norway's largest association of business and industry, where he served until 2000. Mr. Onarheim graduated from the Norwegian School of Economics and Business Administration in 1960.

        A. Petter Østberg.    Mr. Østberg will serve on the board of directors at the consummation of this offering. He joined Holberg Industries in 1994 and is currently a senior vice president and Holberg Industries' chief financial officer. Mr. Østberg was a vice president of the Company and AP Holdings from October 1999 until January 2001. Mr. Østberg was also an officer of each of NEBCO Evans Holding Company and AmeriServe Food Distribution, Inc., each of which filed for bankruptcy on or about January 31, 2000. Mr. Østberg received his B.A. degree in International Relations and Economics from Tufts University in 1985, and his M.B.A. degree from Stanford University Graduate School of Business in 1989.

        Robert S. Roath.    Mr. Roath will serve on the board of directors and will be appointed as chairman of the audit committee upon consummation of this offering. He has been chairman of the

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advisory board to L.E.K. Consulting, a shareholder-value consulting firm, since May 1997. Mr. Roath was chief financial officer and senior vice president of RJR Nabisco, Inc. from April 1995 to April 1997 and corporate controller and senior vice president at RJR Nabisco from September 1990 to April 1995. He has been a director of the InterDigital Communications Corporation since May 1997 and is chairman of the audit committee and a member of the compensation committee. Mr. Roath is also a member of the advisory board of the Robert H. Smith School of Business at the University of Maryland. He received his B.S. degree in Accounting and Economics from the University of Maryland in 1966 and is a CPA in New York.

Significant Employees and Consultant

        Daniel R. Meyer.    Mr. Meyer, 54, has served as our senior vice president, corporate controller and assistant treasurer since January 2001. Mr. Meyer served as our vice president, corporate controller from October 1998 to January 2001. Mr. Meyer has also served as assistant treasurer of AP Holdings, Inc. from October 2000 to April 2004. Prior to his employment with us, Mr. Meyer was vice president, international operations for Brunswick Corporation from October 1995 to September 1998 and vice president of finance from November 1990 to October 1995. Mr. Meyer is a certified public accountant. He received his B.S. degree in 1972 from Northern Illinois University and his M.B.A. degree from the Kellogg School of Management at Northwestern University in 1988.

        Michael E. Swartz.    Mr. Swartz, 54, has served as our senior vice president—administrative services since the combination in March 1998. Mr. Swartz joined the Standard Companies in 1983, initially serving as vice president. Mr. Swartz received his A.B. Degree in 1969 from Colgate University and his M.B.A. degree from the University of Chicago Graduate School of Business in 1971. He has been a member of the Board of Directors of the International Parking Institute since 1997.

        Myron C. Warshauer.    Mr. Warshauer, 64, was appointed as a consultant with the title vice chairman emeritus on October 19, 2001. Prior to that time, Mr. Warshauer served as a director and as our chief executive officer from March 1998 to October 15, 2001. Mr. Warshauer served as chief executive officer of the Standard Companies from 1973 and, prior to such time, had been associated with Standard since 1963. Mr. Warshauer received his B.S. degree in Finance from the University of Illinois in 1962 and received his M.B.A degree from Northwestern University in 1963.

Board Composition

        Prior to this offering, our board of directors was composed of three directors. Following the consummation of this offering, our board of directors will consist of eight members. Prior to this offering, our directors consisted of John V. Holten, Gunnar E. Klintberg and James A. Wilhelm. In addition to these three directors, Charles L. Biggs, Karen M. Garrison, Leif F. Onarheim, A. Petter Østberg and Robert S. Roath will be appointed to the board of directors upon the consummation of this offering.

        Our parent company, Steamboat Industries LLC, or its affiliates, will own a majority of our common stock following the completion of this offering. As a result, we will certify that we are a "controlled company" under the rules of The NASDAQ Stock Market, Inc. and we will qualify for, and intend to rely on, the "controlled company" exception to the board of directors and committee composition requirements under the rules of The NASDAQ Stock Market, Inc. Pursuant to this exception, we will be exempt from the rule that requires that our board of directors be composed of a majority of "independent directors"; our compensation committee be composed solely of "independent directors"; and our nominating and corporate governance committee be composed solely of "independent directors" as defined under the rules of The NASDAQ Stock Market, Inc. The "controlled company" exception does not modify the independence requirements for the audit

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committee, and we intend to comply with the Sarbanes-Oxley Act of 2002 and the NASDAQ independence rules for audit committees.

        We anticipate that three of our directors will qualify as "independent" pursuant to the amended rules that have been adopted by The NASDAQ Stock Market, Inc.

        Directors may be removed with or without cause by the holders of at least a majority of the voting power of the then outstanding common stock.

Committees of the Board

        Our board of directors has designated an audit committee, a compensation committee, and a nominating and corporate governance committee. The members of each committee are appointed by the board of directors and serve one-year terms.

Audit Committee

        Upon consummation of this offering, our audit committee will consist of Robert S. Roath, as chairman, Charles L. Biggs and Karen M. Garrison. We believe that Robert S. Roath meets the requirements for a financial expert under the Sarbanes-Oxley Act of 2002 and the rules of the Securities and Exchange Commission and all three directors are independent, as that term is defined under The NASDAQ National Market listing requirements. Our audit committee is charged with the following responsibilities, among others:

•

the engagement, oversight and compensation of our independent public accountants;



•

reviewing the plan, scope and results of the annual audit to be conducted by our independent public accountants;



•

pre-approving services provided to us by our independent public accountants;



•

meeting periodically with our independent public accountants, our management and our chief financial officer to review matters relating to our consolidated financial statements, our accounting principles and our system of internal accounting controls; and



•

reporting its recommendations as to the approval of our consolidated financial statements to our board of directors; and



•

reviewing and approving all related-party transactions, if any.

Compensation Committee

        Upon consummation of this offering, our compensation committee will consist of three directors, including John V. Holten and a chairperson who will be an independent director. The compensation committee determines our compensation policies and forms of compensation provided to our directors and executive officers. The compensation committee also reviews and determines bonuses for our executive officers and other employees. In addition, the compensation committee reviews and determines stock-based compensation for our directors, executive officers, employees and consultants and administrators of our stock incentive plan.

        No interlocking relationship exists between our compensation committee and the compensation committee of any other company.

Nominating and Corporate Governance Committee

        Upon consummation of this offering, our nominating and corporate governance committee will consist of three directors, including John V. Holten and a chairperson who will be an independent

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director. The nominating and corporate governance committee identifies, evaluates and recommends potential board and committee members. The nominating and corporate governance committee also establishes and reviews board governance guidelines.

Director Compensation

        Directors currently receive no compensation from us for their services. Following the consummation of this offering, we intend to compensate Charles L. Biggs, Karen M. Garrison, Robert S. Roath and Leif F. Onarheim with a one-time stock grant worth $25,000, $20,000 in cash as an annual retainer and $2,000 for each meeting that they attend. The chairman of the audit committee will receive an additional annual retainer of $10,000, and the chairman of the nominating and corporate governance committee and of the compensation committee will receive an additional retainer of $5,000 per year. Other than with respect to reimbursement of expenses, we do not intend to pay additional compensation to directors who are our employees or officers or who are employees or officers of Steamboat Industries LLC or its subsidiary.

Compensation Committee Interlocks and Insider Participation

        We did not have a compensation committee in the year ended December 31, 2003. During 2003 none of our executive officers served as a member of the compensation committee of another entity. Mr. Wilhelm participates in deliberations with the board concerning executive compensation from time to time.

Summary Compensation Table

        The following table sets forth information for 2001, 2002 and 2003 with regard to compensation for services rendered in all capacities. Information shown in the table reflects compensation earned by these individuals for services with us.

	Annual Compensation				Long Term Compensation
Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)(1)	Securities Underlying Options/SARs (#)(2)	All Other Compensation ($)(3)
James A. Wilhelm Chief Executive Officer, President	2003 2002 2001	530,005 530,005 381,928	57,000 37,870 150,000	— — —	90	16,378 14,347 27,251
Michael K. Wolf Executive Vice President, Chief Administrative Officer, Associate General Counsel	2003 2002 2001	385,958 381,899 376,402	44,643 36,500 52,467	— — —	36	23,761 22,588 24,655
Steven A. Warshauer Executive Vice President-Operations	2003 2002 2001	324,660 316,582 312,137	52,116 48,555 79,448	— — —	36	4,315 4,000 8,604
G. Marc Baumann Executive Vice President, Chief Financial Officer, Treasurer	2003 2002 2001	297,452 256,342 232,135	54,868 82,119 19,688	— —	36	97,483 116,714 40,225
Robert N. Sacks Executive Vice President, General Counsel	2003 2002 2001	259,183 241,738 198,793	47,350 78,081 74,329	— — —	36	9,125 15,797 55,301

(1)

In accordance with SEC rules, amounts totaling less than the lesser of $50,000 or 10% of salary and bonus have been omitted.

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(2)

These amounts represent the number of shares of Series D preferred stock subject to options granted under our 2001 Stock Option Plan for executives and other employees and directors of, and/or consultants to, us and our Affiliates as of December 31, 2003. These options will convert into options to purchase our common stock under our Long-Term Incentive Plan. No stock appreciation rights were granted under this plan. As a result of this offering, each of the options will vest. We will record $4.6 million non-cash compensation expense relating to the vesting of these options.

(3)

The amounts shown in this column for 2003 reflect contributions by us under our 401(k) plan in the following amounts: Mr. Wilhelm ($4,000); Mr. Wolf ($4,000); Mr. Warshauer ($4,000); Mr. Baumann ($4,000); and Mr. Sacks ($4,000). In addition, the amount reflects premium payments made in 2003 on behalf of Mr. Wilhelm ($12,387) and on behalf of Mr. Sacks ($5,125) which are being used to fund supplemental retirement payments for each of them. The amount also includes premium payments made in 2003 for insurance policies on behalf of Mr. Wolf ($19,761) and Mr. Baumann ($40,225), which are intended to provide supplemental insurance benefits. Finally, the amount includes $52,943 in loan forgiveness for Mr. Baumann for housing differential for 2003.

Employment Contracts

        We have employment agreements with each of our named executive officers: James A. Wilhelm, Michael K. Wolf, Steven A. Warshauer, G. Marc Baumann and Robert N. Sacks. These agreements fix each of the officers' minimum base compensation and the current annual salary for each is as follows: Mr. Wilhelm—$530,000, Mr. Wolf—$374,926, Mr. Warshauer—$327,018, Mr. Baumann—$324,084, and Mr. Sacks—$266,279. Each of the named executive officers is entitled to an annual bonus based on corporate performance set annually. In addition, Mr. Wilhelm is entitled to reimbursement for country club initiation fees and monthly dues. The agreements also provide for reimbursement of travel and other expenses in connection with their employment.

        The employment agreements terminate on the following dates, subject to the expiration of the annual renewal notice period: Mr. Wilhelm—April 30, 2007, Mr. Wolf—March 26, 2006, Mr. Warshauer—March 26, 2006, Mr. Baumann—October 1, 2005, and Mr. Sacks—March 31, 2006. In general, Messrs. Wolf, Wilhelm, Warshauer, Baumann and Sacks are subject to standard confidentiality agreements. Each of the named executive officers is also subject to non-competition agreements and, with the exception of Mr. Sacks, non-solicitation agreements for a minimum of 12 months following termination of their respective employment agreements. Mr. Wilhelm is subject to a five-year non-solicitation agreement regarding customers and employees.

        If Mr. Wilhelm's employment is terminated for any reason, we are obligated to pay him or his estate, as applicable, an amount equal to his base salary earned through the date of termination plus accrued but unused vacation pay and other benefits earned through the date of termination. In addition, we are required to make the following payments to Mr. Wilhelm:

•

if his termination occurs for any reason other than cause, or he voluntarily terminates his employment without good reason as defined in his employment agreement, a payment equal to $530,000 payable in equal monthly installments for 60 months;



•

if we terminate him for cause, a payment equal to $100,000 payable in equal monthly installments for 60 months;



•

if we terminate him without cause and not because of performance reasons, or he voluntarily terminates his employment with good reason, as defined in his employment agreement, a payment equal to the product of five times the sum of his current annual salary, plus the amount of any annual bonus paid to him for the preceding year, minus $530,000, payable in equal monthly installments over a 60-month period commencing on the date of termination.

        Mr. Wilhelm is also party to a Deferred Compensation Agreement with us which provides him with an annual retirement benefit equal to $112,500 to begin upon his retirement at age 65 and continue for a period of 15 years thereafter or, if earlier, until his death. If Mr. Wilhelm's employment with us is terminated (other than as a result of his disability) prior to his attaining age 65, he shall not

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be entitled to any benefits under the Deferred Compensation Agreement. Pursuant to the terms of his employment agreement, if Mr. Wilhelm's employment is terminated (other than for cause or performance reasons) prior to his attaining age 55, he has the right to purchase certain annuity policies from us for the greater of (i) the cash value of the policies or (ii) the aggregate amount of premiums paid by us on such policies. If Mr. Wilhelm's employment is terminated after he attains age 55 (other than for cause or performance reasons), he may elect to have the policies assigned to him or he may elect to have us maintain the policies, provided that the cost of maintaining such policies shall be Mr. Wilhelm's obligation (subject to a contribution on our part for any year beyond age 55 and prior to age 65 during which Mr. Wilhelm continues to be employed by us). If Mr. Wilhelm's employment is terminated at any time as a result of his disability, he may elect to have one hundred percent (100%) of our ownership interest in the annuity policies assigned to him or require us to maintain the policies, with the cost of such maintenance to be borne by us. Notwithstanding the foregoing, if Mr. Wilhelm's employment is terminated as the result of his death prior to his attainment of age 65 or he dies prior to his acquiring ownership in the annuity policies, we shall pay his beneficiary the full death benefits payable under the policies as reduced by the greater of (i) the total premiums paid by us in connection with such policies or (ii) the present value of future benefits provided by such policies.

        Each of our employment agreements with Messrs. Wolf, Warshauer, Baumann and Sacks is terminable by us for cause. If their employment is terminated by reason of their death, we are obligated to pay their respective estates an amount equal to the base salary earned through the end of the calendar month in which death occurs, plus any earned and unpaid annual bonus, vacation pay and other benefits earned through the date of termination. If the employment of Messrs. Wilhelm, Wolf, Warshauer, Baumann or Sacks is terminated by reason of their disability, we are obligated to pay him or his legal representative an amount equal to his annual base salary for the duration of the employment period in effect on the date of termination, reduced by amounts received under any disability benefit program, plus any earned and unpaid annual bonus and other benefits earned through the date of termination. Upon termination of the employment of Messrs. Wolf, Warshauer, Baumann or Sacks by us without cause, we must pay them their annual base salary and annual bonuses through the end of their then-current employment period and provide the executive and/or his family with certain other benefits.

        If we terminate the employment of Messrs. Wolf, Warshauer, or Baumann for any reason other than for cause during the three-year period following a change in control, we are obligated to:

•

pay them severance in an amount equal to the greater of (i) one and one-half times the sum of the executive's current annual base salary plus the amount of any bonus paid to the executive in the preceding 12 months, or (ii) the annual base salary and annual bonus through the end of the then-current employment period; and



•

continue to provide the executive with certain other benefits for a certain period of time.

If any of these executives terminates his employment voluntarily following a change in control, he shall not be entitled to severance unless he has good reason. Mr. Sacks' employment agreement does not contain any change in control provision.

        Pursuant to the terms of Mr. Baumann's employment agreement, we have agreed to pay the premiums on certain insurance policies owned by Mr. Baumann which will provide an annual cash benefit to Mr. Baumann of at least $100,000 per year for a period of 15 years, beginning in the year in which Mr. Baumann attains age 65. If Mr. Baumann's employment is terminated (other than for cause or other than by Mr. Baumann without good reason), we will continue to pay the premiums on the insurance policies until the earlier of Mr. Baumann's death or his attainment of age 65.

        On November 6, 2001, Mr. Baumann received a housing differential loan of $200,000 bearing interest at the applicable federal mid-term rate under section 1274(d) of the Internal Revenue Code of 1986, as amended, with a term of four years. Commencing on May 1, 2002 and ending on May 1, 2005, one fourth of the principal balance and the accrued interest due thereon is forgiven by us and treated

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as additional compensation to Mr. Baumann in the year of such forgiveness. Mr. Baumann is responsible for the tax consequences of such forgiveness.

        Pursuant to the terms of Mr. Wolf's employment agreement, starting January 1, 2004 we have agreed to pay $62,000 in premiums annually on certain insurance policies or other investment vehicles owned by Mr. Wolf. Our obligations under the policies shall continue until the earlier of 2014 or Mr. Wolf's death; provided, however, that if we terminate Mr. Wolf's employment for cause or he terminates his employment without good reason, in either instance at any time prior to June 30, 2007, we shall have no further obligation to pay the premiums on such policies or other investment vehicles.

        Pursuant to the terms of Mr. Sacks' employment agreement, we have established a "Supplemental Pension Plan" that provides Mr. Sacks with a monthly retirement benefit of $4,167 for a period of 20 years upon his retirement at any time on or after he attains age 65. If Mr. Sacks dies after the commencement of the payments but prior to receiving all of the payments, the remainder of the payments shall be paid to his beneficiary. If Mr. Sacks dies while he is employed by us, the Supplemental Pension Plan provides that we will pay his beneficiary an aggregate amount of $416,890, payable in equal monthly installments over a period of 60 months. If Mr. Sacks' employment is terminated (other than as a result of his death) prior to his attainment of age 65, our obligation to pay the supplemental retirement benefit shall cease; provided, however, that we shall be obligated to transfer certain insurance policies to Mr. Sacks or to pay him all or a portion of the cash surrender value of such policies. The obligation to transfer the policies or any cash surrender value shall not apply if Mr. Sacks' employment is terminated for cause. In the event Mr. Sacks' employment is terminated as a result of his disability, we shall be obligated to continue the payment of the insurance premiums on the policies for a period of 12 months. At the end of such 12 month period, the policies will be transferred to Mr. Sacks.

        In addition, if Steven A. Warshauer's employment is terminated for any reason other than by us for cause, Mr. Warshauer and his dependents, subject to the dependent eligibility requirements of our health plans then in effect, shall be entitled to receive family medical and dental coverage under the then current plan for the remainder of his life, upon payment to us by him or his dependents of the full cost of the coverage.

        In compliance with Commission rules promulgated in 2003, we have implemented a policy prohibiting any additional loans to our executive officers.

John V. Holten Employment Agreement

        We have an employment agreement with John V. Holten to serve as chairman of the board of directors and to be elected to, and serve as a member of, the compensation and nominating and corporate governance committees, if such membership is permitted under applicable NASDAQ rules. Mr. Holten will receive a base salary of not less than $400,000 and an annual bonus and equity awards determined, if he directly or indirectly owns a majority of our outstanding equity interests, by the audit committee, or otherwise, by the compensation committee. The total expense of his salary, bonus, equity awards, automobile allowance, personal secretarial assistance and use of an executive office and all other compensation, benefits and perquisites for 2004, on an annualized basis, shall be $650,000, and for 2005, shall be $700,000.

        The employment agreement shall begin in May 2004 and will run through May 2009. The term of employment shall be renewed automatically for successive four year periods after the expiration of the initial five year term, unless we provide Mr. Holten, or Mr. Holten provides us, with a written notice to the contrary at least one year prior to the end of the initial term or any four year renewal period. Any notice of non-renewal by us shall not be valid unless accompanied by a resolution duly adopted by not less than 3/4 of all of the disinterested members of the board (or as otherwise required by applicable law, regulations or rules).

        If Mr. Holten's employment is terminated without cause, or he voluntarily terminates his employment for good reason, both as defined in his employment agreement, or we choose not to renew

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his employment term, he will be entitled to (i) in the event of termination without cause or for good reason, continue to receive through what would have been the last day of the employment term, plus for two years thereafter, the base salary and annual incentive bonus, as if no termination had occurred; or, in the event of non-renewal, the base salary and annual bonus for two years thereafter; (ii) medical insurance continuation coverage for the period during which base salary is being paid under clause (i) above; (iii) receive reimbursement for reasonable expenses for maintaining an executive office and secretarial assistance for five years from termination of employment; (iv) payment of unpaid base salary through the termination date; and (v) accrued but unused vacation days and any unpaid bonuses, and reimbursement for any unreimbursed expenses incurred, through the date of termination, and all other payments, benefits and rights under any benefit, compensation, incentive, equity or fringe benefit plan, program or arrangement or grant. Mr. Holten also agrees that, if his employment terminates at any time, that he will be subject to a two-year non-competition agreement for which he will receive up to $200,000 in continuation payments for the two year period; provided, however, any severance payments described above will be reduced by such continuation payments. In the event Mr. Holten breaches the non-competition restrictions of the employment agreement at any time during the two-year period following the date of termination, our obligation to make any continuation payments shall immediately cease.

        If Mr. Holten's employment terminates due to death or disability, he or his estate, as the case may be, will receive: (i) payment of unpaid base salary through the termination date and the base salary for the then-remaining employment term; (ii) a pro-rata portion of the annual bonus amount for the year in which such termination occurs; and (iii) any benefits mandated under COBRA (the costs of which will be paid for by us); and (iv) the benefits under clause (v) of the preceding paragraph. If Mr. Holten's employment is terminated for cause, if Mr. Holten terminates his employment without good reason, or if he fails to renew his employment term, he is entitled to the payment of his base salary through his final day of active employment, continuation payments (which shall be $50,000 if he is terminated for cause) during the two-year non-competition period, plus any accrued but unused vacation pay, to be paid within 30 days following the termination. If any payments to Mr. Holten upon a change of control are subject to excise tax under Section 4999 of the Internal Revenue Code, we will make an additional tax equalization payment on his behalf to gross up those excise and other resulting taxes.

Myron C. Warshauer Employment Agreement

        As of October 15, 2001, Myron C. Warshauer resigned as our chief executive officer. Our employment agreement with Mr. Warshauer, the terms to which Mr. Warshauer is still bound, provides that until his 75^th birthday, he shall not, without written consent of our board of directors, engage in or become associated with any business or other endeavor that engages in construction, ownership, leasing, design and/or management of parking lots, parking garages, or other parking facilities or consulting with respect thereto, subject to certain limited exceptions.

        As required by this employment agreement, we paid Mr. Warshauer his annual base salary and vested benefits through his termination date. The employment agreement also provides that we are obligated to make the following ongoing payments:

•

welfare benefits to Mr. Warshauer and/or his family, at least as favorable as those that would have been provided to them under his employment agreement if Mr. Warshauer's employment had continued until the end of the employment period;



•

other benefits described in a letter agreement between Mr. Warshauer and John V. Holten in an amount estimated in 2003 to be approximately $165,000; and



•

$200,000 annually, adjusted for inflation.

        The present value of these obligations has been recorded as a liability on our balance sheet. We must pay this compensation and these benefits until the first to occur of his 75^th birthday or his death. In addition, we must provide him with an executive office and secretarial services. In consideration for

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such benefits, Mr. Warshauer is obligated to provide reasonable consulting services through his 75^th birthday.

        Mr. Warshauer's wife is entitled to receive medical and dental coverage following his death at a cost not to exceed $10,000 annually, as adjusted for inflation.

Gunnar Klintberg Consulting Agreement

        We have entered into a consulting agreement with Gunnar Klintberg, a vice president and member of our board of directors, pursuant to which Mr. Klintberg will undertake, at our direction, the promotion and development of new parking operations and the consummation of contracts to operate parking facilities primarily in the New York City metropolitan area. The initial term of Mr. Klintberg's agreement is for one year, renewable year to year unless terminated by either party on 60 days' notice. The initial term of the consulting agreement is scheduled to terminate on March 31, 2005. Mr. Klintberg is entitled to receive 20% of the net profit of any new parking location he is responsible for bringing to us and which results in the consummation of a final executed contract. Mr. Klintberg is also entitled to reimbursement of reasonable business expenses incurred in connection with the performance of his consulting services upon our advance approval.

Long-Term Incentive Plan

        We will adopt an amendment to our current plan, the APCOA/Standard Parking, Inc. 2001 Stock Option Plan adopted in January of 2002, and rename it the Long-Term Incentive Plan. The Long-Term Incentive Plan will be designed to enhance long-term profitability and stockholder value by offering common stock and common stock-based and other performance incentives to those employees, directors and consultants who are key to our growth and success. We also view the Long-Term Incentive Plan as a vehicle to attract and retain experienced employees and to align our employees' economic incentives with those of our stockholders. Options to purchase shares of our Series D Preferred Stock previously granted under the 2001 Stock Option Plan will be converted into options to purchase our common stock under the Long-Term Incentive Plan. These options will vest at the time of this offering. Our stockholders approved the APCOA/Standard Parking, Inc. 2001 Stock Option Plan at the time it was originally adopted.

        The Long-Term Incentive Plan will be administered by the compensation committee of our board, which has exclusive authority to grant awards under the Long-Term Incentive Plan and to make all interpretations and determinations affecting the Long-Term Incentive Plan. The compensation committee will have the discretion to determine the individuals to whom awards are granted, the amount of each award, any applicable vesting schedule and other terms of any award. In no event, however, will an individual be allowed to receive option grants under the Long-Term Incentive Plan for more than 500,000 shares of common stock in any calendar year.

        Participation in the Long-Term Incentive Plan will be limited to our employees, consultants, advisors, independent contractors and directors. Options issued under the Long-Term Incentive Plan shall generally have a term of not more than 10 years subject to earlier termination if the optionee ceases to provide services to us. Awards under the Long-Term Incentive Plan may be in the form of stock options, including both incentive stock options that meet the requirements of Section 422 of the Internal Revenue Code and nonqualified stock options, stock awards, restricted stock grants, stock appreciation rights and performance awards. Any award issued under the Long-Term Incentive Plan that is forfeited, expired, cancelled or terminated prior to exercise will again become available for grant under the Long-Term Incentive Plan.

        The maximum number of shares of common stock that may be issued and awarded under the Long-Term Incentive Plan will be 1,000,000 shares plus 491,916 shares which were part of the Stock Option Plan as originally adopted. The shares being made available for issuance under the Long-Term Incentive Plan may be treasury or authorized but unissued shares. In the event of any stock dividend, stock split, recapitalization, merger, other change in our capitalization, or similar corporate transaction or event affecting the common stock, the compensation committee may make appropriate adjustments

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to the awards. We also may accelerate the timing of the exercise of any awards or cancel any award and provide instead for the payment to the participant in cash of the economic value of the award at the time of cancellation. Our board may amend or terminate the Long-Term Incentive Plan at any time. If our board amends the Plan, it does not need to ask for stockholder approval unless applicable law or exchange rules require it. The Long-Term Incentive Plan will terminate 10 years from the date it was adopted by our board.

        At the time of this offering, we will issue options to purchase a total of 120,000 shares of our common stock to our executive officers at the offering price. All of these options will vest three years following the effective date of this offering.

        We expect that at the time of this offering, there will be options outstanding under the Long-Term Incentive Plan to purchase 611,916 shares of common stock at a weighted average price of $7.55 per share, of which 491,916 are currently exercisable.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Exchange and Amendment Agreement

        In connection with our restructuring in January 2002 of our outstanding 9¹/4% notes due 2008, we entered into an Exchange and Amendment Agreement with Fiducia Ltd., whereby Fiducia agreed to exchange the $35.0 million of 9¹/4% notes that it owned for $35.0 million of our newly issued Series D preferred stock and to consent to the proposed amendments to the indenture governing the 9¹/4% notes. Certain beneficial owners of Fiducia are members of the immediate family of John V. Holten. All qualifying holders of 9¹/4% notes were given the opportunity pursuant to our exchange offer and consent solicitation to consent to the amendments to the indenture and receive preferred stock on the same terms as Fiducia.

        AP Holdings, Inc. has pledged $35.1 million face amount of our Series C preferred stock to secure obligations arising under its debt to Fiducia. If AP Holdings, Inc. defaults under its 11¹/4% notes, Fiducia would have the right to seize our Series C preferred stock. In addition, in event of a sale or initial public offering of us or AP Holdings, Inc., we would have the right to redeem our Series C preferred stock for cash or our common stock. The pledge of our Series C preferred stock was made in connection with the purchase by Fiducia of $35.1 million of AP Holdings, Inc.'s 11¹/4% senior discount notes.

        As a result of the transactions described in "Ownership Recapitalization," only ten shares of the Series D preferred stock (with an aggregate liquidation preference of $1,000), no options to purchase shares of Series D preferred stock and no shares of Series C preferred stock will be outstanding at the time of this offering.

Stockholders' Agreement

        In September and October 2001, our minority stockholders notified us that they were exercising their right to require us to repurchase their common stock under our stockholders' agreement dated March 30, 1998. As of October 15, 2001, this common stock was valued at an aggregate purchase price of $8.2 million. Our obligation to repurchase these shares accretes at 11.75% per year until discharged and the amount of our obligation as of March 31, 2004, is $11.0 million. The terms of our debt obligations, including our existing credit facility, have prohibited payment for these shares. In addition, we entered into a Stock Option Agreement with Mr. Warshauer, dated as of March 30, 1998, granting him the option to purchase .316257808 shares of common stock.

        Pursuant to a stock purchase agreement among us, the minority stockholders, Steamboat Industries LLC and John V. Holten, we will repurchase these shares of common stock with proceeds from this offering in the amount of $6.0 million plus notes that bear interest at 5.0% per year in the aggregate amount of $5.0 million. Interest on the notes is payable quarterly, but if we do not pay the interest on any payment date, the principal amount of the notes will be increased by an amount equal to 11.75% per annum. Steamboat Industries LLC will assume our obligations under these notes, subject to the delivery of a pledge of shares of our common stock by Steamboat Industries LLC, a guaranty of Steamboat's obligations under the note by Mr. Holten and an undertaking by Steamboat Industries LLC to prepay $1 million of the principal amount if the overallotment option is exercised by the underwriters in full. When Steamboat assumes our obligations under the notes, we will be released from these obligations without recourse to us, which will be reflected as additional paid-in capital in our financial statements. The stockholders' agreement will terminate upon payment of these obligations. Also under the stock purchase agreement, we will pay Mr. Warshauer $300,000 in consideration for canceling the Stock Option Agreement and we will agree to amend certain provisions of Mr. Warshauer's employment agreement and our consulting agreement with Shoreline Enterprises, LLC.

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Preferred Stock

        The Series C preferred stock we issued to AP Holdings, Inc. in conjunction with the combination with the Standard Companies has a maturity date of March 2008 and has an initial liquidation preference equal to $40.7 million, which increases at 11¹/4% per year.

        In January 2002, we redeemed $1.5 million and $0.1 million of Series C preferred stock held by AP Holdings, Inc. in two separate transactions for $1.5 million and $0.1 million respectively, in cash. On June 17, 2002, and September 9, 2003, we redeemed an additional $0.9 million and $2.4 million, respectively, of our Series C preferred stock held by AP Holdings, Inc. for $0.9 million and $2.4 million in cash, respectively. The proceeds received by AP Holdings, Inc. were used by it to repurchase, directly or indirectly, its outstanding 11¹/4% senior discount notes.

        The Series D preferred stock we issued to Fiducia Ltd. in connection with our recapitalization on January 11, 2002 has a maturity date in June 2008 and has an initial liquidation preference equal to $35.0 million, which increases at 18% per year.

        We adopted a stock option plan under which we may issue up to 1,000 shares of our Series D preferred stock to certain executives, employees, directors or consultants. We have issued 503.86 options to purchase Series D preferred stock. Upon the closing of this offering, these options will be converted into options to purchase common stock.

        On March 11, 2002, we exchanged with AP Holdings, Inc. $8.8 million of Series C preferred stock for $5.0 million of newly issued Series D preferred stock.

        As a result of the transactions described in "Ownership Recapitalization" only ten shares of the Series D preferred stock (with an aggregate liquidation preference of $1,000), no options to purchase Series D preferred stock, and no shares of Series C preferred stock will be outstanding at the time of this offering.

Management Contracts and Related Arrangements with Affiliates

        We have management contracts to operate two surface parking lots in Chicago. Myron C. Warshauer, Steven A. Warshauer, Stanley Warshauer, Michael K. Wolf and SP Associates own membership interests in a limited liability company that is a member of the limited liability companies that own those lots. We received a total of $37,500 in 2001, $38,300 in 2002 and $39,200 in 2003 and $9,400 for the first three months of 2004 under the applicable management contracts. We estimate that such management fees are no less favorable than would normally be obtained through arm's-length negotiations.

        SP Associates is an affiliate of JMB Realty Corp., from which we lease office space for our corporate offices in Chicago, as well as for our Chicago regional office. Payments pursuant to the lease agreement aggregated approximately $1.3 million during 2001, $1.2 million during 2002 and $1.3 million in 2003 and $230,500 for the first three months of 2004.

        In connection with the acquisition of a 76% interest in Executive Parking Industries, LLC, through the acquisition of its parent company, S&S Parking, Inc., we entered into a management agreement dated May 1, 1998, with D&E Parking, Inc., in which two of our officers have an interest, to assure the continuation of services previously provided by Edward Simmons and Dale Stark, the principal shareholders of D&E. Mr. Simmons is now one of our executive vice presidents and Mr. Stark is now one of our senior vice presidents. The management agreement is for a period of nine years, terminating on April 30, 2007. In consideration of the services to be provided by D&E, we agreed to pay D&E an annual base fee, payable in equal monthly installments, in the first year equaling $500,000 and increasing to $719,000 in the ninth year of the agreement. Standard Parking provides property management services to Elmwood Villas, a residential apartment complex in Las Vegas and Paxton

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Plaza, a shopping center in Los Angeles. Both of these properties are controlled by entities affiliated with D&E. We expect to expand our property management services for entities controlled by D&E.

        On December 31, 2000, we entered into an agreement to sell, at fair market value, certain contract assets to D & E Parking, Inc. We continue to operate the parking facilities and receive management fees and reimbursement for support services in connection with the operation of the parking facilities. We received a total of $186,000 in 2001, $116,000 in 2002 and $133,000 in 2003 and $30,000 for the first three months of 2004. D&E Parking received $466,000 in 2001, $325,000 in 2002 and $358,000 in 2003 and $97,000 for the first three months of 2004.

        We entered into a management agreement dated as of September 19, 2000, with Circle Line Sightseeing Yachts, Inc. to manage and operate certain parking facilities located along the Hudson River and Piers located in New York City and under the control of Circle Line. Circle Line is approximately 83% owned by members of John V. Holten's immediate family. We received a total of $73,000 in 2001, $66,000 in 2002 and $131,400 in 2003 and $15,000 for the first three months of 2004. We estimate that such amounts are no less favorable than would normally be obtained through arm's-length negotiations. Additionally, Circle Line has the right to require us to temporarily advance to Circle Line on or before each December 31^st and April 1^st the anticipated net profit in increments of $100,000 each. We made advances of $300,000 in 2001 and $200,000 in 2002, all of which has been repaid. We made an advance of $100,000 in 2003 and $100,000 in 2004 which is still outstanding.

        We amended the management agreement with Circle Line on June 9, 2003 and loaned Circle Line an additional $300,000 at an interest rate of 9% per annum due on November 1, 2003, all of which has been repaid.

        We are in discussions with Circle Line to convert an existing management contract into a long-term lease. Following this offering, in accordance with the rules of The NASDAQ Stock Market, Inc., our charter documents will prevent us from entering into certain related-party transactions, unless approved by our audit committee, which will be composed of independent directors.

Shoreline Enterprises Consulting Agreement

        On October 16, 2001, we entered into a consulting agreement with Shoreline Enterprises, LLC, an affiliate of Myron C. Warshauer, pursuant to which Shoreline and Mr. Warshauer provide consulting services to us. Mr. Warshauer served as a director and as our chief executive officer from March 1998 to October 2001. Mr. Warshauer is free to determine the extent and manner of his service. Under the consulting agreement, Mr. Warshauer's title is vice chairman emeritus.

        The consulting agreement obligates us to pay Shoreline $150,000 annually, plus expenses adjusted to reflect changes in the consumer price index. The consulting agreement will end on the earlier of Mr. Warshauer's 75^th birthday, his death or the date that he informs us of his election to terminate the consulting agreement.

Consulting Agreement with Sidney Warshauer

        In connection with the combination, we entered into a consulting agreement with Sidney Warshauer, the father of Myron C. Warshauer. Sidney Warshauer was 89 years old as of April 30, 2004.

        The consulting agreement requires Sidney Warshauer to render such services as we request, consistent with his past practices and experience, until his death in exchange for annual payments of $552,000 along with certain other benefits. The consulting agreement provides that Sidney Warshauer will not disclose our confidential information or compete with us during his lifetime. The consulting agreement is not terminable by us for any reason other than his death or breach of his obligations under the consulting agreement with respect to confidentiality and non-competition. The actuarial value, as of March 30, 1998, of the payments under the consulting agreement was approximately

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$5.0 million. At the time of the combination, this amount was recorded as a liability on our balance sheet.

Other Matters Relating to Holberg Industries, Inc.

        Prior to Holberg Industries, Inc.'s transfer of shares to Steamboat Holdings, Inc. in March 2001, we and Holberg Industries, Inc. periodically engaged in bilateral loans and advances. From time to time, we have entered into such bilateral loans and advances as permitted under the indentures and the senior credit facility. These loans and advances were interest bearing at a variable rate that approximated the prime interest rate. The accumulated interest was added to, or deducted from (as appropriate), the balance in the loan or advance account. As of December 31, 2001, the amount advanced to Holberg Industries, Inc. (including accrued interest) was $2.6 million in aggregate amount. For the year ended December 31, 2001, we recorded a $2.6 million bad debt provision related to the aforementioned amounts due to uncertainty regarding the ability of Holberg Industries, Inc. to repay such amounts. These amounts had previously been reclassified from a long-term asset to stockholders' deficit. In connection with this offering, we will cancel these amounts. This cancellation will not have an impact on our financial statements.

        During 1998 we placed $2.2 million on deposit with an affiliate of Holberg Industries, Inc. for insurance collateral purposes. In January of 1999, we completed the combination of all the insurance programs of all merged and acquired entities into one program. In connection therewith, we purchased coverage for our previously self-insured layer and a tail policy to eliminate exposure from retrospective adjustments. For the year ended December 31, 2001 we recorded a $2.2 million bad debt provision related to the aforementioned amounts, due to uncertainty regarding the ability of the affiliate of Holberg to repay such amounts. These amounts had previously been reclassified from a long-term asset to stockholders' deficit. In connection with this offering, we will cancel these amounts. This cancellation will not have an impact on our financial statements.

Other Matters Relating to AP Holdings, Inc. and Steamboat Holdings, Inc.

        In connection with our recapitalization, on January 11, 2002, we paid a $3.0 million transaction advisory fee to AP Holdings, Inc. and redeemed $1.5 million of Series C preferred stock held by AP Holdings, Inc. for $1.5 million in cash. On January 17, 2002, we redeemed an additional $0.1 million of Series C preferred stock held by AP Holdings, Inc. for $0.1 million in cash.

        On March 11, 2002, we exchanged with AP Holdings, Inc. $8.8 million of Series C preferred stock for $5.0 million of newly issued Series D preferred stock.

        In connection with a restructuring of the debt of Steamboat Holdings, Inc., which beneficially owns 100% of AP Holdings, Inc.'s (our then parent company) stock, on June 17, 2002, we amended our senior credit facility to permit us to redeem an additional $0.9 million of our Series C preferred stock held by AP Holdings, Inc. for $0.9 million in cash. AP Holdings, Inc. repurchased approximately $6.4 million aggregate principal amount of its 11¹/4% senior discount notes (which it retired) through an entity controlled by our chairman, John V. Holten. This entity is also the holder of some of our Series C preferred stock. Further, AP Holdings, Inc. pledged certain of our Series C and Series D preferred stock to lenders to secure its borrowings. A default under AP Holdings, Inc.'s debt would give its lenders the right to seize our Series C and Series D preferred stock. In addition, in the event of a sale or initial public offering of us or AP Holdings, Inc., we would have the right to redeem our Series C and Series D preferred stock for cash or our common stock.

        Since January 1, 2002, we have also paid a management fee of $3.0 million related to each of the years ended 2002 and 2003 and $0.8 million for the first three months of 2004 to AP Holdings, Inc. and otherwise reimbursed AP Holdings, Inc. for certain expenses incurred by them on our behalf. Some of these fees and other amounts paid to AP Holdings, Inc. are subject to the limits and restrictions

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imposed by the indenture governing the 9¹/4% notes and the senior credit facility. We will pay the management fee through the second quarter of 2004 and the fee will terminate at the closing of this offering.

        We have also, from time to time prior to December 31, 2001, entered into bilateral loans and advances with AP Holdings, Inc. as permitted under the indenture governing the 14% notes, the indenture governing the outstanding 9¹/4% notes and, subject to certain conditions, our existing senior credit facility. These loans and advances bear interest at a variable rate that approximates the prime interest rate. The accumulated interest is added to, or deducted from (as appropriate), the balance in the loan or advance account. As of December 31, 2001, the amount advanced to AP Holdings, Inc. (including accrued interest) was $8.1 million in aggregate amount. For the year ended December 31, 2001, we recorded an $8.1 million bad debt provision related to the aforementioned amounts due to uncertainty regarding the ability of AP Holdings, Inc. to repay such amounts without potentially receiving distributions from us. These amounts had previously been reclassified from a long-term asset to stockholders' deficit. In connection with this offering, we will cancel these amounts. This cancellation will not have an impact on our financial statements.

        For the years ended December 31, 2002 and 2003 and the three months ended March 31, 2004 there were no bilateral loans or advances to AP Holdings, Inc. or Steamboat Holdings, Inc.

Exchange Agreement

        In connection with this offering, we will enter into an exchange agreement in May 2004 with Steamboat Industries LLC, a New York limited liability company, whereby Steamboat Industries LLC will agree to exchange a portion of the Series C preferred stock for 5,789,499 shares of our common stock. Immediately prior to, and after, this offering, Steamboat Industries LLC, and its wholly-owned subsidiary Steamboat Industries NV, will own a majority of our common stock.

Registration Rights Agreement

        Contemporaneously with the execution of the exchange agreement with Steamboat Industries LLC, we will enter into a registration rights agreement with Steamboat Industries LLC. Steamboat Industries LLC may transfer its rights under this agreement to one or more subsequent holders of the common stock. Pursuant to the registration rights agreement, holders of our common stock issued in the exchange of the Series C preferred stock will be entitled to demand up to four registrations of their shares of our common stock. If Steamboat Industries LLC or one of its transferees makes such a demand, all holders of registration rights would be entitled to include their shares in such registration. In addition, in most circumstances when we propose (other than pursuant to a demand registration mentioned above) to register any of our equity securities under the Securities Act, the stockholders that are party to the registration rights agreement will have the opportunity to register their shares of common stock on such registration statement (subject to cut-backs required by any underwriter). These registration rights will not be exercisable until after the expiration of the 180-day lock-up period.

Future Related-Party Transactions

        Following this offering, in accordance with the rules of The NASDAQ Stock Market, Inc., our charter documents will prevent us from entering into certain related-party transactions, unless approved by our audit committee, which will be composed of independent directors.

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PRINCIPAL AND SELLING STOCKHOLDERS

        The following table sets forth certain information regarding the beneficial ownership of our common stock as of April 30, 2004 and as adjusted to reflect the sale of shares offered hereby by:

•

each person known to us to own beneficially more than 5% of our common stock;



•

each of our directors and director nominees;



•

each of our named executive officers; and



•

all of our executive officers and directors as a group.

        No other director, director nominee or named executive officer of ours has any beneficial ownership interest in us, except as set forth in this chart. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. All figures include shares of common stock issuable upon the exercise of options exercisable within 60 days of April 30, 2004 and, which are deemed to be outstanding and to be beneficially owned by the person holding those options, for the purpose of computing the percentage ownership of that person, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise indicated in the footnotes, each beneficial owner has the sole power to vote and to dispose of all shares held by such holder.

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned Prior to the Offering			Shares of Common Stock Beneficially Owned After the Offering
	Total		Percent(%)	Number		Percent(%)
Officers, Directors and Director Nominees
John V. Holten*	26.3	(1)	84.0	5,789,525.0	(1)(2)	58.5
James A. Wilhelm	—		—	87,866.6	(3)	†
Michael K. Wolf	—		—	35,146.6	(3)	†
Steven A. Warshauer	—		—	35,146.6	(3)	†
G. Marc Baumann	—		—	35,146.6	(3)	†
Robert N. Sacks	—		—	35,146.6	(3)	†
Gunnar E. Klintberg	—		—	—		—
Charles L. Biggs	—		—	1,666.7		†
Karen M. Garrison	—		—	1,666.7		†
Leif F. Onarheim	—		—	1,666.7		†
A. Petter Østberg	—		—	175,733.1	(3)(4)	1.7
Robert S. Roath	—		—	1,666.7		†
Directors, Director Nominees and Executive Officers as a group (15 persons)	26.3	(1)	84.0	6,200,377.9	(1)(2)(5)	60.2
Other 5% Shareholders
AP Holdings, Inc.**	26.3		84.0	26.3		†
Steamboat Holdings, Inc.*	26.3	(6)	84.0	26.3	(6)	†
Steamboat Industries LLC*	—		—	5,789,498.7	(7)	58.5
Carol R. Warshauer GST Exempt Trust**	1.25	(8)	4.0	—		—
Waverly Partners, L.P.**	1.25	(9)	4.0	—		—
Myron C. Warshauer**	—	(8)(9)	—	—		—
SP Associates***	2.5	(10)	8.0	—		—

        The address for all officers and directors of Standard Parking Corporation, unless otherwise noted, is c/o Standard Parking Corporation, 900 North Michigan Avenue, Suite 1600, Chicago, Illinois 60611.

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†

Less than 1.0%

*

The address of Steamboat Holdings, Inc., Steamboat Industries LLC, Steamboat Industries NV and the business address of Mr. Holten is 545 Steamboat Road, Greenwich, Connecticut 06830.

**

The address of AP Holdings, Inc., Carol R. Warshauer GST Exempt Trust, Waverly Partners, L.P. and the business address of Mr. Warshauer is 900 N. Michigan Avenue, Suite 1600, Chicago, Illinois 60611-1542.

***

The address of SP Associates is 900 N. Michigan Avenue, Suite 1900, Chicago, Illinois 60611-1542.

(1)

Includes 26.3 shares held by AP Holdings, Inc. Mr. Holten disclaims beneficial ownership of the shares held by AP Holdings, Inc.

(2)

Includes all of the shares held by Steamboat Industries LLC and Steamboat Industries NV. Mr. Holten disclaims beneficial ownership of the shares held by Steamboat Industries LLC and Steamboat Industries NV.

(3)

This number comprises options to purchase our common stock received in exchange for options to purchase Series D preferred stock in connection with this offering and become immediately exercisable.

(4)

Includes options to purchase 58,577.7 shares of common stock that are owned by the Østberg Family Trust. Mr. Østberg disclaims beneficial ownership of the shares held by this trust.

(5)

Includes options to purchase 404,186.1 shares.

(6)

Includes 26.3 shares held by AP Holdings, Inc., a wholly owned subsidiary of Steamboat Holdings, Inc.

(7)

Includes shares held by Steamboat Industries NV, a wholly owned subsidiary of Steamboat Industries LLC.

(8)

Myron C. Warshauer is trustee of the Carol R. Warshauer GST Exempt Trust. Mr. Warshauer disclaims beneficial ownership of the assets of the Carol R. Warshauer GST Exempt Trust, including the shares of common stock held by it, to the extent those interests are held for the benefit of such trusts. Under a notice dated October 18, 2001, the GST Trust exercised its put option under our stockholders agreement. As a result, we are required to repurchase their 1.25 shares of common stock for an aggregate amount of $2.06 million. This amount accretes at 11.75% per year. Such payment is currently prohibited by the terms of our existing senior credit facility and restricted under other debt instruments, but we intend to make such required payment in connection with this offering. Mr. Warshauer also holds an option to purchase .316257808 shares of common stock.

(9)

Waverly Partners, L.P. is a limited partnership in which Myron C. Warshauer is general partner. Mr. Warshauer disclaims beneficial ownership of the assets of Waverly Partners, L.P., including the shares of common stock held by it. Under a notice dated October 18, 2001, Waverly Partners, L.P. exercised its put option under our stockholders agreement. We are required to repurchase their 1.25 shares of common stock for an aggregate amount of $2.1 million. This amount accretes at 11.75% per year. Such payment is currently prohibited by the terms of our existing senior credit facility and restricted under other debt instruments, but we intend to make such required payment in connection with this offering.

(10)

SP Associates is a general partnership controlled by affiliates of JMB Realty Corp. SP Associates sent us a notice dated September 28, 2001 exercising its right under our stockholders agreement governing the rights of holders of our common stock to require us to repurchase 2.5 shares of their common stock for an aggregate amount of $4.1 million. This amount accretes at 11.75% per year. Such payment is currently prohibited by the terms of our senior credit facility and restricted under other debt instruments, but we intend to make such required payment in connection with this offering.

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        If the underwriters' over-allotment option is exercised in full, we will sell a maximum of an additional 615,000 shares of common stock. The first 267,000 shares in the over-allotment option would be purchased from Steamboat Industries LLC and any additional shares purchased pursuant to the over-allotment option would be purchased from us. The following table presents information regarding Steamboat Industries LLC's beneficial ownership of our common stock as of the date of this prospectus as adjusted to reflect the sale of common stock by Steamboat Industries LLC, assuming the underwriters exercise their over-allotment option in full:

	Shares of Common Stock to be Sold in the Offering Pursuant to the Over-Allotment Option	Shares of Common Stock Beneficially Owned After the Offering and the Over-Allotment Option
Name of Selling Stockholder
		Number	Percent(%)
Steamboat Industries LLC(1)	267,000	5,522,498.7	53.9

(1)

All the beneficial owners of Steamboat Industries LLC are members of the immediate family of John V. Holten. The address of Steamboat Industries LLC is 545 Steamboat Road, Greenwich, Connecticut, 06830.

As of December 31, 2003, our equity compensation plan information was as follows:

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	($)
Equity compensation plans approved by security holders(1)	503.86	5,600.00	496.14
Equity compensation plans not approved by security holders	—	—	—
Total	503.86	5,600.00	496.14

(1)

Options to purchase Series D preferred stock. In connection with this offering, these options will convert into options to purchase 491,916 shares of common stock.

        See note N of the consolidated financial statements.

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DESCRIPTION OF CAPITAL STOCK

General

        At the time of the offering, our authorized capital stock will consist of 12,000,000 shares of common stock, par value $.001 per share and ten shares of Series D preferred stock, par value $.01.

        Of the authorized shares of common stock, 4,100,000 shares are being offered hereby, or 4,715,000 shares if the underwriters exercise their over-allotment option in full. The material terms and provisions of our certificate of incorporation affecting the relative rights of the common stock are described below. The following description of our capital stock is intended as a summary only and is qualified in its entirety by reference to the forms of our certificate of incorporation and by-laws filed with the registration statement of which this prospectus forms a part, and to the Delaware General Corporation Law.

Voting Rights

        The holders of common stock are entitled to one vote per share on all matters to be voted on by stockholders. Holders of shares of common stock are not entitled to cumulate their votes in the election of directors.

        Generally, all matters to be voted on by stockholders must be approved by a majority of the votes entitled to be cast by all shares of common stock present in person or represented by proxy, voting together as a single class. Except as otherwise provided by law, amendments to our certificate of incorporation generally must be approved by at least a majority of the voting power of all common stock.

Dividends

        Holders of common stock will share in an equal amount per share in any dividend declared by the board of directors.

Preferred Stock

        Our Series D preferred stock accrues interest quarterly at the rate of 18% per annum, of which, at the option of our board of directors, 3% may be paid in cash and the remaining 15% accrues and accumulates until paid. With respect to dividend rights and rights on liquidation, the Series D preferred stock ranks junior in all respects to all of our existing and future indebtedness and senior to our common stock.

        Holders of the Series D preferred stock may redeem their stock on or after June 15, 2008 or if we undergo a change of control. We are not required to redeem such shares to the extent a redemption is prohibited under the terms of our 9¹/4% notes or our new senior credit facility.

        We may redeem the shares of the Series D preferred stock at our election, in whole or from time to time in part, at a redemption price per share in cash equal to 118% of (x) the liquidation amount applicable to such share and (y) all accrued but unpaid dividends thereon.

        Holders of our Series D preferred stock do not have voting rights except with respect to the creation of a class of preferred stock senior in respect of dividend or liquidation rights to the Series D and with respect to amendments to the certificate of incorporation that adversely affect the voting rights of the Series D preferred stock.

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Anti-Takeover Provisions

Certificate of Incorporation and By-laws Provisions

        Our certificate of incorporation and by-laws may be deemed to have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders.

        Special Meeting of Stockholders.    Our certificate of incorporation and by-laws provide that special meetings of our stockholders may be called only by (i) the chairperson of the Board of Directors, or (ii) the Board of Directors acting pursuant to a resolution adopted by a majority of the members of the board.

        Special Meeting of the Board.    Special meetings of the board may only be called by (i) the chairperson of the Board, or (ii) the majority of the members of the board.

        Number of Directors Fixed by Board.    The size of the board of directors may be increased or decreased only by the affirmative vote of a majority of the directors. The certificate of incorporation limits the maximum number of directors to nine.

        Authorized But Unissued Shares.    The authorized but unissued shares of common stock are available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise. Our authorized but unissued shares will be only 5% more than our outstanding common stock after giving effect to all authorized options under our long-term incentive plan. As a result, our board of directors would need the consent of our controlling stockholder, Steamboat Industries LLC, in order to issue additional common stock in connection with corporate actions that may be beneficial to our business or to our stockholders, such as increasing the number of shares authorized under our Long-Term Incentive Plan for the retention of management, acquisitions for stock and mergers.

        Advance Notice Requirements for Nominations of Directors.    Our by-laws provide that stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for an election of directors at an annual meeting of stockholders, must provide timely notice in writing. To be timely, a stockholder's notice must be delivered to our secretary at our principal place of business no later than the close of business on the 120^th day nor earlier than the close of business on the 150^th day prior to the anniversary date of the preceding year's annual meeting of stockholders. In the event we call a special meeting of stockholders for the purpose of electing one or more directors to the board, a stockholder seeking to nominate candidates for an election of directors at such special meeting, must provide timely notice in writing. To be timely, a stockholder's notice must be delivered to our secretary at our principal place of business no later than the close of business on the 90^th day nor earlier than the close of business on the 120^th day prior to the special meeting or the 10^th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board to be elected at such meeting. In addition, our by-laws also specify requirements as to form and content of a stockholder's notice. These provisions may preclude stockholders from bringing matters before an annual meeting of stockholders or from making nominations for common stock at an annual or special meeting of stockholders.

        The Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation's certificate of incorporation or by-laws, unless a corporation's certificate of incorporation or by-laws, as the case may

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be, requires a greater percentage. Following this offering, Steamboat Industries LLC and its subsidiary, as the owner of approximately 58.5% of our outstanding common stock, will, on its own, be able to cause us to amend our certificate of incorporation and by-laws.

Effect of Delaware Anti-Takeover Statute

        We are subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a Delaware corporation from engaging in any business combination with any interested stockholder (an entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and its affiliates) for a period of three years following the date that a stockholder becomes an interested stockholder unless, among others, the transaction is approved by the corporation's board of directors and in certain cases, by its stockholders.

NASDAQ National Market Quotation

        We have applied to have our common stock quoted on The NASDAQ National Market under the symbol "STAN."

Transfer Agent and Registrar

        The transfer agent and registrar for our common stock is Wells Fargo Shareowners Services.

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-UNITED STATES
HOLDERS OF COMMON STOCK

        The following is a description of the material United States federal income tax consequences that may be relevant to Non-U.S. Holders, as defined below, with respect to the acquisition, ownership and disposition of our common stock. This description addresses only the United States federal income tax considerations of holders that are initial purchasers of our common stock pursuant to the offering and that will hold our common stock as capital assets. This description does not address tax considerations applicable to holders that are U.S. persons or that may be subject to special tax rules, including:

•

financial institutions or insurance companies;



•

real estate investment trusts, regulated investment companies or grantor trusts;



•

dealers or traders in securities or currencies;



•

tax-exempt entities;



•

persons that received our stock as compensation for the performance of services;



•

persons that will hold our stock as part of a "hedging" or "conversion" transaction or as a position in a "straddle" for United States federal income tax purposes;



•

persons that have a "functional currency" other than the United States dollar; or



•

holders that own or are deemed to own 10% or more, by voting power or value, of our stock.

        Moreover, except as set forth below, this description does not address the United States federal estate and gift or alternative minimum tax consequences of the acquisition, ownership and disposition of our common stock.

        This description is based on the Internal Revenue Code of 1986, as amended (the "Code"), existing, proposed and temporary United States Treasury Regulations and judicial and administrative interpretations thereof, in each case as in effect and available on the date hereof. All of the foregoing are subject to change, which change could apply retroactively and could affect the tax consequences described below.

        For purposes of this description, a "Non-U.S. Holder" is a beneficial owner of our common stock that, for United States federal income tax purposes, is not:

•

a citizen or resident of the United States;



•

a partnership or corporation created or organized in or under the laws of the United States or any state thereof, including the District of Columbia;



•

an estate the income of which is subject to United States federal income taxation regardless of its source; or



•

a trust if such trust validly elects to be treated as a United States person for United States federal income tax purposes or if (1) a court within the United States is able to exercise primary supervision over its administration and (2) one or more United States persons have the authority to control all of the substantial decisions of such trust.

        If a partnership (or any other entity treated as a partnership for United States federal income tax purposes) holds our common stock, the tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner should consult its tax advisor as to its tax consequences.

You should consult your own tax advisor with respect to the United States federal, state, local and foreign tax consequences of acquiring, owning and disposing of our common stock.

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Distributions

        Generally, but subject to the discussions below under "Status as United States Real Property Holding Corporation" and "Backup Withholding Tax and Information Reporting Requirements," if you are a Non-U.S. Holder, distributions of cash or property paid to you will be subject to withholding of United States federal income tax at a 30% rate or such lower rate as may be specified by an applicable United States income tax treaty. In order to obtain the benefit of any applicable United States income tax treaty, you will have to file certain forms (e.g., Form W-8BEN). Such forms generally would contain your name and address and a certification that you are eligible for the benefits of such treaty.

        Except as may be otherwise provided in an applicable United States income tax treaty, if you are a Non-U.S. Holder and conduct a trade or business within the United States, you generally will be taxed at ordinary United States federal income tax rates (on a net income basis) on dividends that are effectively connected with the conduct of such trade or business and such dividends will not be subject to the withholding described above. If you are a foreign corporation, you may also be subject to a 30% "branch profits tax" unless you qualify for a lower rate under an applicable United States income tax treaty. To claim an exemption from withholding because the income is effectively connected with a United States trade or business, you must provide a properly executed Form W-8ECI (or such successor form as the Internal Revenue Service designates) prior to the payment of dividends.

Sale or Exchange of Our Common Stock

        Generally, but subject to the discussions below under "Status as United States Real Property Holding Corporation" and "Backup Withholding Tax and Information Reporting Requirements," if you are a Non-U.S. Holder, you will not be subject to United States federal income or withholding tax on any gain realized on the sale or exchange of our common stock unless (1) such gain is effectively connected with your conduct of a trade or business in the United States or (2) if you are an individual, you are present in the United States for 183 days or more in the taxable year of such sale or exchange and certain other conditions are met.

Status as United States Real Property Holding Corporation

        If you are a Non-U.S. Holder, under certain circumstances, gain recognized on the sale or exchange of, and certain distributions in excess of basis with respect to, our common stock would be subject to United States federal income tax, notwithstanding your lack of other connections with the United States, if we are or have been a "United States real property holding corporation" for United States federal income tax purposes at any time during the five-year period ending on the date of such sale or exchange (or distribution). We believe that we will not be classified as a United States real property holding corporation as of the date of this offering and do not expect to become a United States real property holding corporation.

Federal Estate Tax

        Our common stock held by an individual at death, regardless of whether such individual is a citizen, resident or domiciliary of the United States, will be included in the individual's gross estate for United States federal estate tax purposes, subject to an applicable estate tax or other treaty, and therefore may be subject to United States federal estate tax.

Backup Withholding Tax and Information Reporting Requirements

        United States backup withholding tax and information reporting requirements generally apply to certain payments to certain non-corporate holders of stock. The backup withholding tax rate is 28% for years through 2010.

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        If you are not a United States person, under current Treasury regulations, backup withholding will not apply to distributions on our common stock to you, provided that we have received valid certifications meeting the requirements of the Code and neither we nor the payor has actual knowledge or reason to know that you are a United States person for purposes of such backup withholding tax requirements.

        If provided by a beneficial owner, the certification must give the name and address of such owner, state that such owner is not a United States person, or, in the case of an individual, that such person is neither a citizen or resident of the United States, and must be signed by the owner under penalties of perjury. If provided by a financial institution, other than a financial institution that is a qualified intermediary, the certification must state that the financial institution has received from the beneficial owner the certificate set forth in the preceding sentence, set forth the information contained in such certificate (and include a copy of such certificate), and be signed by an authorized representative of the financial institution under penalties of perjury. Generally, the furnishing of the names of the beneficial owners of our common stock that are not United States persons and a copy of such beneficial owner's certificate by a financial institution will not be required where the financial institution is a qualified intermediary.

        In the case of such payments made within the United States to a foreign simple trust, a foreign grantor trust or a foreign partnership, other than payments to a foreign simple trust, a foreign grantor trust or a foreign partnership that qualifies as a "withholding foreign trust" or a "withholding foreign partnership" within the meaning of such United States Treasury Regulations and payments to a foreign simple trust, a foreign grantor trust or a foreign partnership that are effectively connected with the conduct of a trade or business in the United States, the beneficiaries of the foreign simple trust, the persons treated as the owners of the foreign grantor trust or the partners of the foreign partnership, as the case may be, will be required to provide the certification discussed above, and the trust or partnership, as the case may be, will need to provide an appropriate intermediary certification form, in order to establish an exemption from backup withholding tax and information reporting requirements. Moreover, a payor may rely on a certification provided by a payee that is not a United States person only if such payor does not have actual knowledge or a reason to know that any information or certification stated in such certificate is incorrect.

        The above description is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership and disposition of our common stock. You should consult your own tax advisor concerning the tax consequences of your particular situation.

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SHARES ELIGIBLE FOR FUTURE SALE

        Upon completion of this offering, 9,896,192 shares of our common stock will be outstanding, or 10,244,192 shares if the underwriters exercise their over-allotment option in full. All of these shares, constituting the shares sold in this offering, will be freely tradable without restriction or further registration under the Securities Act, unless held by an affiliate of our company as that term is defined in Rule 144 under the Securities Act.

        The shares of our common stock that will be held by Steamboat Industries LLC and its affiliates after the offering will constitute restricted securities within the meaning of Rule 144.

        In general, under Rule 144 as currently in effect, if a minimum of one year has elapsed since the later of the date of acquisition of the restricted securities from the issuer or from an affiliate of the issuer, a person or persons whose shares of common stock are aggregated, including persons who may be deemed our affiliates, would be entitled to sell within any three-month period a number of shares of common stock that does not exceed the greater of:

•

one percent of the then-outstanding shares of common stock; and



•

the average weekly trading volume during the four calendar weeks preceding the date on which notice of the sale is filed with the Securities and Exchange Commission.

        Sales under Rule 144 are also subject to restrictions as to the manner of sale, notice requirements and the availability of current public information about us.

        In connection with this offering, our officers, directors and other members of senior management and Steamboat Industries LLC and its affiliates have agreed that, subject to various exceptions, for a period of 180 days after the date of this prospectus, they will not, without the prior written consent of William Blair & Company, dispose of or hedge any shares of our common stock or any securities convertible into or exchangeable for common stock. Upon expiration of the lock-up period,             shares of our common stock that are issuable upon exercise of options granted pursuant to our Long-Term Incentive Plan will be available for sale. In addition, Steamboat Industries LLC, its wholly owned subsidiary, Steamboat Industries NV, and our chairman, John V. Holten, have agreed not to sell more than 49% of their shares of our common stock for a period of up to two years after the consummation of this offering except pursuant to a transaction that is approved by a majority of our independent directors and in which all of our common stockholders are offered the same consideration. Steamboat Industries LLC, its wholly owned subsidiary, Steamboat Industries NV, and John V. Holten have also agreed not to take any action which would result in a "change of control" under the indenture governing our 9¹/4 notes or otherwise cause an accelerated material repayment of our indebtedness. William Blair & Company in its sole discretion may release any or all of the securities subject to these lock-up agreements at any time without public notice.

        An additional 1,000,000 shares of common stock have been reserved under our Long-Term Incentive Plan, of which options to purchase 491,916 shares of common stock are currently exercisable and options to purchase 120,000 shares of common stock will become exercisable in May 2007. All of these options are subject to a 180-day lock-up period.

        In connection with our exchange of common stock for Series C preferred stock owned by Steamboat Industries LLC, we will enter into a registration rights agreement with Steamboat Industries LLC. Steamboat Industries LLC may transfer its rights under this agreement to one or more subsequent holders of the common stock. This registration rights agreement grants holders of our common stock issued in the exchange for the Series C preferred stock the right to demand up to four registrations of their shares of our common stock. If Steamboat Industries LLC or one of its transferees makes such a demand, all holders of registration rights would be entitled to include their shares in such registration. In addition, in most circumstances when we propose (other than pursuant to

91

the demand right mentioned above) to register the sale of any of our common stock under the Securities Act, the holders of such registration rights will have the opportunity to register their shares of common stock on such registration statement (subject to cut-backs required by any underwriters). The rights under the registration rights agreement will not be exercisable until after the expiration of the 180-day lock-up period.

        Following this offering, we intend to file a registration statement on Form S-8 under the Securities Act to register the shares of common stock reserved or to be available for issuance under our Long-Term Incentive Plan. Shares of common stock issued under the Long-Term Incentive Plan generally will be available for sale in the open market by holders who are not our affiliates and, subject to the volume and other applicable limitations of Rule 144, by holders who are our affiliates, unless those shares are subject to vesting restrictions or the contractual restrictions described above.

        Prior to this offering, there has been no public market for our common stock. No information is currently available and we cannot predict the timing or amount of future sales of shares, or the effect, if any, that future sales of shares, or the availability of shares for future sale, will have on the market price of the common stock prevailing from time to time. Sales of substantial amounts of common stock, including shares issuable upon the exercise of stock options, in the public market after the lapse of the restrictions described above, or the perception that these sales may occur, could materially adversely affect the prevailing market prices for the common stock and our ability to raise equity capital in the future.

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UNDERWRITING

        The underwriters named below, for which William Blair & Company, L.L.C. is acting as representative, have severally agreed, subject to the terms and conditions set forth in the underwriting agreement by and among the underwriters and us, to purchase from us, the respective number of shares of common stock set forth opposite each underwriter's name in the table below.

Underwriter	Number of Shares
William Blair & Company, L.L.C.
Thomas Weisel Partners LLC
Total

        This offering will be underwritten on a firm commitment basis. In the underwriting agreement, the underwriters have agreed, subject to the terms and conditions set forth therein, to purchase the shares of common stock being sold pursuant this prospectus at a price per share equal to the public offering price less the underwriting discount specified on the cover page of this prospectus. According to the terms of the underwriting agreement, the underwriters either will purchase all of the shares or none of them. In the event of default by any underwriter, in certain circumstances, the purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated. In the underwriting agreement, we and the selling stockholder have made certain representations and warranties to the underwriters and have agreed to indemnify them and their controlling persons against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect thereof.

        The representatives of the underwriters have advised us and the selling stockholder that the underwriters propose to offer the common stock to the public initially at the public offering price set forth on the cover page of this prospectus and to selected dealers at such price less a concession of not more than $            per share. The underwriters may allow, and such dealers may re-allow, a concession not in excess of $            per share to certain other dealers. The underwriters will offer the shares subject to prior sale and subject to receipt and acceptance of the shares by the underwriters. The underwriters may reject any order to purchase shares in whole or in part. The underwriters expect that we will deliver the shares to the underwriters through the facilities of The Depository Trust Company in New York, New York on or about                        , 2004. At that time, the underwriters will pay us for the shares in immediately available funds. After commencement of the public offering, the representatives may change the public offering price and other selling terms.

        We and the selling stockholder have granted the underwriters an option, exercisable within 30 days after the date of this prospectus, to purchase up to an aggregate of 615,000 additional shares of common stock at the same price per share to be paid by the underwriters for the other shares offered hereby solely for the purpose of covering over-allotments. The first 267,000 shares included in the over-allotment option would be purchased from the selling stockholder and any additional shares purchased under the over-allotment option would be purchased from us. If the underwriters purchase additional shares pursuant to the over-allotment option, each of the underwriters would be committed to purchase such additional shares in approximately the same proportion as set forth in the table above. The underwriters may exercise the option only for the purpose of covering excess sales, if any, made in connection with the distribution of the shares of common stock offered hereby. The underwriters will offer any additional shares that they purchase on the terms described in the preceding paragraph.

        The underwriters have reserved for sale, at the initial public offering price, up to 123,000 shares of common stock in this offering for our employees, relatives of our executive officers, business associates

93

and other possible third parties. Those receiving these reserved shares will not be subject to lock-up agreements by virtue of their having purchased such shares (though an employee could otherwise be subject to a lock-up agreement as an executive officer). Purchases of the reserved shares would reduce the number of shares available for sale to the general public. The underwriters will offer any reserved shares which are not so purchased to the general public on the same terms as the other shares being sold in this offering.

        The following table summarizes the compensation to be paid by us to the underwriters. This information assumes either no exercise or full exercise by the underwriters of their over-allotment option:

	Per share	Without Over- Allotment	With Over- Allotment
Public offering price	$	$	$
Underwriting discount paid by us	$	$	$
Underwriting discount paid by selling stockholder	$	$	$
Proceeds, before expenses, to us	$	$	$
Proceeds to the selling stockholder	$	$	$

        We estimate that our total expenses for this offering, excluding the underwriting discount, will be approximately $            .

        We, each of our directors, director nominees and executive officers and Steamboat Industries LLC (the selling stockholder) and its affiliates, who in the aggregate have the right of disposition for 6,200,377.9 shares of common stock, have agreed, subject to limited exceptions, for a period of 180 days after the date of this prospectus, not to, without the prior written consent of William Blair & Company, L.L.C.:

•

directly or indirectly, offer, sell (including "short" selling), assign, transfer, encumber, pledge, contract to sell, grant an option to purchase, establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of any shares of common stock or securities convertible or exchangeable into, or exercisable for, common stock held of record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act); and



•

enter any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any common stock.

        This agreement does not extend to bona fide gifts to immediate family members of such persons who agree to be bound by such restrictions, or to limited partners or stockholders, who agree to be bound by such restrictions. In determining whether to consent to a transaction prohibited by these restrictions, the underwriters will take into account various factors, including the number of shares requested to be sold, the anticipated manner and timing of sale, the potential impact of the sale on the market for the common stock, and market conditions generally. We may grant options and issue common stock under existing stock option plans and issue unregistered shares in connection with any outstanding convertible securities or options during the lock-up period. Steamboat Industries LLC, its wholly owned subsidiary, Steamboat Industries NV, and John V. Holten have also agreed to additional restrictions on their ability to sell and/or pledge their shares of our common stock. For additional information, please see "Shares Eligible for Future Sale."

        The representatives have informed us that the underwriters will not confirm, without client authorization, sales to their client accounts as to which they have discretionary authority. The representatives have also informed us that the underwriters intend to deliver all copies of this prospectus via hand delivery or through mail or courier services and only printed forms of the prospectus are intended to be used.

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        In connection with this offering, the underwriters and other persons participating in this offering may engage in transactions which affect the market price of the common stock. These may include stabilizing and over-allotment transactions and purchases to cover syndicate short positions. Stabilizing transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the common stock. An over-allotment involves selling more shares in this offering than are specified on the cover page of this prospectus, which results in a syndicate short position. The underwriters may cover this short position by purchasing shares in the open market or by exercising all or part of their over-allotment option. In addition, the representatives may impose a penalty bid. This allows the representative to reclaim the selling concession allowed to an underwriter or selling group member if common stock sold by such underwriter or selling group member in this offering is repurchased by the representative in stabilizing or syndicate short covering transactions. These transactions, which may be effected on The NASDAQ National Market or otherwise, may stabilize, maintain or otherwise affect the market price of the common stock and could cause the price to be higher than it would be without these transactions. The underwriters and other participants in this offering are not required to engage in any of these activities and may discontinue any of these activities at any time without notice. We and the underwriters make no representation or prediction as to whether the underwriters will engage in such transactions or choose to discontinue any transactions engaged in or as to the direction or magnitude of any effect that these transactions may have on the price of the common stock.

        Prior to this offering, there has been no public market for our common stock. Consequently, we and representatives of the underwriters have negotiated to determine the initial public offering price. We and they considered current market conditions, our operating results in recent periods, the market capitalization of other companies in our industry and estimates of our potential.

        We have applied to have our common stock quoted on The NASDAQ National Market under the symbol "STAN."

        In the ordinary course of business, some of the underwriters and their affiliates have provided, and may in the future provide, investment banking, commercial banking and other services to us for which they have received, and may in the future receive, customary fees or other compensation.

LEGAL MATTERS

        The validity of the common stock offered hereby has been passed upon by White & Case LLP. Certain legal matters in connection with this offering will be passed upon for the underwriters by Latham & Watkins LLP.

EXPERTS

        The consolidated financial statements of Standard Parking Corporation at December 31, 2003 and December 31, 2002, and for each of the three years in the period ended December 31, 2003, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the Securities and Exchange Commission under the Securities Act, a registration statement on Form S-1 (SEC file number: 333-112652) relating to the common stock we are offering. This prospectus does not contain all information included in the registration statement and its exhibits and schedules thereto. For further information with respect to us and the shares we are offering pursuant to this prospectus, you should refer to the registration statement and its exhibits and schedules. Statements contained in this prospectus as to the contents of any contract, agreement or other document referred to are not necessarily complete, and you should refer to the copy of that contract or other documents filed as an exhibit to the registration statement.

        We also file annual, quarterly and special reports, and other information with the Securities and Exchange Commission. You may read and copy any of these documents at the Securities and Exchange Commission's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public at the Securities and Exchange Commission's website at http://www.sec.gov.

        You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or phone number:

Standard Parking Corporation
900 North Michigan Avenue
Suite 1600
Chicago, Illinois 60611
(312) 274-2000
Attention: Chief Financial Officer

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INDEX TO FINANCIAL STATEMENTS

Report of Independent Auditors	F-2
Consolidated Balance Sheets as of December 31, 2002 and 2003	F-3
Consolidated Statements of Operations for each of the three years in the period ended December 31, 2003	F-4
Consolidated States of Common Stockholders' Deficit for each of the three years in the period ended December 31, 2003	F-5
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2003	F-6
Notes to the Consolidated Financial Statements	F-7
Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheet as of March 31, 2004	F-30
Condensed Consolidated Statements of Operations for the three months ended March 31, 2003 and 2004	F-31
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2004	F-32
Notes to Condensed Consolidated Financial Statements	F-33

F-1

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Board of Directors
Standard Parking Corporation

        We have audited the accompanying consolidated balance sheets of Standard Parking Corporation (the "Company") as of December 31, 2002 and 2003, and the related consolidated statements of operations, stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2002 and 2003, and the consolidated results of its operations and its consolidated cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States.

        As discussed in Note A, in 2002 the Company changed its method of accounting for goodwill and other intangible assets to conform to Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets."

	ERNST & YOUNG LLP
Chicago, Illinois March 5, 2004

F-2

STANDARD PARKING CORPORATION

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except for Share Data)

			December 31,
			2002			2003
ASSETS
Current assets:
	Cash and cash equivalents		$	6,153		$	8,470
	Notes and accounts receivable, net			32,671			30,923
	Prepaid expenses and supplies			1,621			1,436
		Total current assets		40,445			40,829
Leaseholds and equipment:
	Equipment			23,296			20,804
	Leasehold improvements			19,324			17,750
	Leaseholds			35,661			34,835
	Construction in progress			572			560
				78,853			73,949
	Less accumulated depreciation and amortization			58,943			57,990
				19,910			15,959
Other assets:
	Long-term receivables, net			3,760			5,431
	Advances and deposits			4,406			2,090
	Goodwill			115,944			117,390
	Intangible and other assets, net			6,485			7,886
				130,595			132,797
		Total assets	$	190,950		$	189,585
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
	Accounts payable		$	24,403		$	24,971
	Accrued rent			4,208			3,748
	Compensation and payroll withholdings			5,278			6,989
	Property, payroll and other taxes			1,581			2,289
	Accrued insurance and expenses			8,995			7,967
	Accrued special charges			1,870			1,268
	Current portion of obligations under credit agreements and other			760			690
	Current portion of capital lease obligations			2,493			2,150
		Total current liabilities		49,588			50,072
Long-term borrowings, excluding current portion:
	Obligations under credit agreements			156,266			152,586
	Capital lease obligations,			2,931			2,268
	Other			3,723			3,385
				162,920			158,239
Other long-term liabilities				12,961			19,776
Convertible redeemable preferred stock, series D				47,224			56,399
Redeemable preferred stock, series C				56,347			60,389
Common stock subject to put/call rights; 5.01 shares issued and outstanding				9,470			10,712
Common stockholders' deficit:
	Common stock, par value $1.00 per share, 3,000 shares authorized; 26.3 shares issued and outstanding			1			1
	Additional paid-in capital			15,222			15,222
	Accumulated other comprehensive loss			(644	)		(233	)
	Accumulated deficit			(162,139	)		(180,992	)
		Total common stockholders' deficit		(147,560	)		(166,002	)
		Total liabilities and common stockholders' deficit	$	190,950		$	189,585

See Notes to Consolidated Financial Statements.

F-3

STANDARD PARKING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands)

				Years Ended December 31,
				2001			2002			2003
Parking services revenue:
	Lease contracts			$	156,411		$	142,376		$	138,681
	Management contracts				87,403			78,029			76,613
	Reimbursement of management contract expense				317,973			326,146			330,243
	Total revenue				561,787			546,551			545,537
Costs and expenses:
	Cost of parking services:
		Lease contracts			142,555			128,871			125,153
		Management contracts			44,272			35,201			29,439
	Reimbursed management contract expense				317,973			326,146			330,243
	Total cost of parking services				504,800			490,218			484,835
		Gross profit
			Lease contracts		13,856			13,505			13,528
			Management contracts		43,131			42,828			47,174
		Total gross profit			56,987			56,333			60,702
	General and administrative				29,979			30,133			32,694
	Depreciation and amortization				15,501			7,554			7,501
	Special charges				15,869			2,897			1,055
	Management fee-parent company				—			3,000			3,000
	Valuation allowance related to long-term receivables				—			—			2,650
		Total costs and expenses			566,149			533,802			531,735
	Operating income (loss)				(4,362	)		12,749			13,802
	Other expenses (income):
		Interest expense			18,403			16,246			16,797
		Interest income			(804	)		(281	)		(238	)
					17,599			15,965			16,559
Gain on extinguishment of debt					—			—			1,757
Bad debt provision related to related-party non-operating receivables					12,878			—			—
Loss before minority interest and income taxes					(34,839	)		(3,216	)		(1,000	)
Minority interest expense					209			180			357
Income tax expense					406			428			624
Net loss					(35,454	)		(3,824	)		(1,981	)
Preferred stock dividends					(6,354	)		(13,540	)		(15,630	)
Increase in value of common stock subject to put/call					(2,196	)		(970	)		(1,242	)
Net loss attributable to common stockholders				$	(44,004	)	$	(18,334	)	$	(18,853	)

See Notes to Consolidated Financial Statements.

F-4

STANDARD PARKING CORPORATION

CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' DEFICIT

(In Thousands, Except for Share Data)

	Common Stock
									Accumulated Other Comprehensive (Loss) Income
	Number of Shares	Par Value		Additional Paid-In Capital		Advances to And Deposits With Affiliates						Accumulated Deficit			Total
Balance (deficit) at January 1, 2001	26.3	$	1	$	11,422	$	(11,979	)	$	(374	)	$	(99,801	)	$	(100,731	)
Net loss													(35,454	)		(35,454	)
Foreign currency translation adjustments										(429	)					(429	)
Comprehensive loss																(35,883	)
Preferred stock dividends													(6,354	)		(6,354	)
Increase in value of common stock subject to put/call													(2,196	)		(2,196	)
Interest related to advances to and deposits with affiliates							(899	)								(899	)
Provision related to related party non-operating receivables							12,878									12,878
Balance (deficit) at December 31, 2001	26.3		1		11,422		—			(803	)		(143,805	)		(133,185	)
Net loss													(3,824	)		(3,824	)
Foreign currency translation adjustments										159						159
Comprehensive loss																(3,665	)
Preferred stock dividends													(13,540	)		(13,540	)
Increase in value of common stock subject to put/call													(970	)		(970	)
Exchange of series C Preferred Stock for series D Preferred Stock					3,800											3,800
Balance (deficit) at December 31, 2002	26.3		1		15,222		—			(644	)		(162,139	)		(147,560	)
Net loss													(1,981	)		(1,981	)
Foreign currency translation adjustments										411						411
Comprehensive loss																(1,570	)
Preferred stock dividends													(15,630	)		(15,630	)
Increase in value of common stock subject to put/call													(1,242	)		(1,242	)
Balance (deficit) at December 31, 2003	26.3	$	1		15,222	$	—		$	(233	)	$	(180,992	)	$	(166,002	)

See Notes to Consolidated Financial Statements.

F-5

STANDARD PARKING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

			Year Ended December 31,
			2001			2002			2003
Operating activities
Net loss			$	(35,454	)	$	(3,824	)	$	(1,981	)
Adjustments to reconcile net loss to net cash provided by operations:
	Depreciation and amortization			15,501			7,554			7,501
	Non-cash interest expense			1,479			1,230			1,608
	Valuation allowance related to long term receivables			—			—			2,650
	(Reversal) provision for losses on accounts receivable			(768	)		399			(1,029	)
	Provision related to related-party non-operating receivables			12,878			—			—
	Gain on extinguishment of debt			—			—			(1,757	)
	Changes in operating assets and liabilities:
		Notes and accounts receivable		7,318			7,206			(1,544	)
		Prepaid assets		581			(427	)		185
		Other assets		3,382			(6,526	)		1,640
		Accounts payable		(459	)		(10,217	)		568
		Accrued liabilities		4,969			8,290			5,804
Net cash provided by operating activities				9,427			3,685			13,645
Investing activities
Purchase of leaseholds and equipment				(1,537	)		(1,843	)		(1,812	)
Purchase of leaseholds and equipment by joint ventures				(10	)		(3	)		—
Contingent purchase payments				(533	)		(612	)		(709	)
Net cash used in investing activities				(2,080	)		(2,458	)		(2,521	)
Financing activities
Proceeds from long-term borrowings				—			—			332
Proceeds from senior credit facility				1,650			3,000			4,500
Payments on long-term borrowings				(975	)		(394	)		(54	)
Payments on joint venture borrowings				(1,687	)		(882	)		(687	)
Payments of debt issuance costs				(1,735	)		(159	)		(2,987	)
Payments on capital leases				(108	)		(1,900	)		(1,994	)
Repurchase of 14% senior subordinated second lien notes				—			—			(5,915	)
Redemption of preferred stock				—			(2,500	)		(2,413	)
Net cash used in financing activities				(2,855	)		(2,835	)		(9,218	)
Effect of exchange rate changes on cash and cash equivalents				(429	)		159			411
Increase (decrease) in cash and cash equivalents				4,063			(1,449	)		2,317
Cash and cash equivalents at beginning of year				3,539			7,602			6,153
Cash and cash equivalents at end of year			$	7,602		$	6,153		$	8,470
Cash paid for:
	Interest		$	17,121		$	16,656		$	14,901
	Income taxes			741			546			536
Supplemental disclosures of non-cash activity:
	Debt issued for capital lease obligation		$	728		$	6,590		$	1,412
	Redemption of series C preferred stock			—			(8,800	)		—
	Issuance of 18% senior convertible redeemable series D preferred stock			—			5,000			—
	Redemption of 91/4% senior subordinated notes			—			(91,123	)		—
	Issuance of 14% senior subordinated second lien notes			—			61,608			2,347
	Issuance of 18% senior convertible redeemable series D preferred stock			—			35,000			—
	Carrying value in excess of principal, related to debt recapitalization			—			16,838			—

See Notes to Consolidated Financial Statements.

F-6

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2001, 2002 and 2003

(In thousands)

Note A. Significant Accounting Policies

        Standard Parking Corporation ("Standard" or "the Company"), and its subsidiaries and affiliates manage, operate and develop parking properties throughout the United States and Canada. The Company is a majority-owned subsidiary of AP Holdings, Inc. ("AP Holdings"). The Company provides on-site management services at multi-level and surface facilities for all major markets of the parking industry. The Company manages approximately 1,873 parking facilities, containing approximately 1,031,821 parking spaces in over 275 cities across the United States and Canada.

Principles of Consolidation

        The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and joint ventures in which the Company has more than 50% ownership interest. Minority interest recorded in the consolidated statement of operations is the joint venture partner's non-controlling interest in consolidated joint ventures. Investments in joint ventures where the Company has a 50% or less non-controlling ownership interest are reported on the equity method. All significant intercompany profits, transactions and balances have been eliminated in consolidation.

Parking Revenue

        The Company recognizes gross receipts from leased locations management fees and amounts attributable to ancillary services earned from management contract properties as parking revenue as the related services are provided. Also included in parking revenue are $196 in 2001, $10 in 2002 and $18 in 2003 from gains on sales of parking contracts and development fees. In 2001 a net receipt of $4,805 related to the exercise of owner termination rights associated with certain management contracts in the ordinary course of business was recorded as parking revenue.

Cost of Parking Services

        The Company recognizes costs for leases and non-reimbursed costs from managed facilities as cost of parking services. Cost of parking services consists primarily of rent and payroll related costs.

Advertising Costs

        Advertising costs are expensed as incurred and are included in general and administrative expenses. Advertising expenses aggregated $218, $286 and $412 for 2001, 2002 and 2003 respectively.

Stock Based Compensation

        The Company has elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for the stock options granted to employees and directors. Accordingly, employee and director compensation expense is recognized only for those options which price is less than fair market value at the measurement date. The Company has adopted the disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based Compensation.

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Cash and Cash Equivalents

        Cash equivalents represent funds temporarily invested in money market instruments with maturities of one to five days. Cash equivalents are stated at cost, which approximates market value.

Allowance for Doubtful Accounts

        We report accounts receivable, net of an allowance for doubtful accounts, to represent our estimate of the amount that ultimately will be realized in cash. Management reviews the adequacy of its allowance for doubtful accounts on an ongoing basis, using historical collection trends, aging of receivables, and a review of specific accounts, and makes adjustments in the allowance as necessary. Changes in economic conditions or other circumstances could have an impact on the collection of existing receivable balances or future allowance considerations. As of December 31, 2002 and 2003, the Company's allowance for doubtful accounts was $1.7 million and $3.3 million, respectively.

Leaseholds and Equipment

        Leaseholds, equipment and leasehold improvements are stated at cost. Leaseholds (cost of parking contracts) are amortized on a straight-line basis over the average contract life of 10 years. Equipment is depreciated on the straight-line basis over the estimated useful lives of approximately 5 years on average. Leasehold improvements are amortized on the straight-line basis over the terms of the respective leases or the service lives of the improvements, whichever is shorter (average of approximately 7 years). Capital leases are amortized on the straight-line basis over the terms of the respective leases or the service lives of the asset. Depreciation and amortization includes losses (gains) on abandonments of leaseholds and equipment of $4,579, $0 and $364 in 2001, 2002 and 2003, respectively. Depreciation expense was $11,494, $6,983 and $6,914 in 2001, 2002, and 2003 respectively. Included in 2001 is $2,043 related to costs of software programs that were discontinued or became obsolete, and $1,323 related to leasehold improvements that will not be utilized at the corporate headquarters.

Goodwill

        On January 1, 2002, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets, which eliminates the amortization of goodwill and instead requires that goodwill be tested for impairment at least annually. The transitional impairment test in 2002 and the annual impairment test of goodwill made in the fourth quarter of 2003 by the Company for the years ended December 31, 2002 and 2003, respectively, did not require adjustment to the carrying value of our goodwill.

Long Lived and Finite-Lived Intangible Assets

        Long-lived assets and identifiable intangibles with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or group of assets to future undiscounted net cash flows expected to be generated by the asset or group of assets. If such assets are considered to be impaired, the impairment recognized is measured by the amount by

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which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

        Per the provisions of SFAS No. 142, the Company's definite lived intangible assets, consisting primarily of non-compete agreements, are amortized on a straight line basis over the term of the respective agreements which range from 5 to 10 years. (See Note B).

Debt Issuance Costs

        The costs of obtaining financing are capitalized and amortized as interest expense over the term of the respective financing using a method which approximates the interest method. Debt issuance costs of $2,132 and $3,920 at December 31, 2002 and 2003, respectively, are included in intangibles and other assets in the consolidated balance sheets and are reflected net of accumulated amortization of $3,859 and $3,911 at December 31, 2002 and 2003, respectively. Debt issuance costs of $3,323 for the year ended December 31, 2001 were recorded as special charges related to the exchange. (See Note D).

Financial Instruments

        The carrying values of cash, accounts receivable and accounts payable are reasonable estimates of their fair value due to the short-term nature of these financial instruments. The Company's 9¹/4% Senior Subordinated Notes are included in the Consolidated Balance Sheet at $48,877, which represents the aggregate face value of the notes and the Company's 14% Senior Subordinated Second Lien Notes are included in the Consolidated Balance Sheet at $57,455, which represents the aggregate face value of the notes. Estimated market value at December 31, 2003 aggregated $17.1 million for the 9¹/4% notes and $57.5 million for the 14% notes. Other long-term debt has a carrying value that approximates fair value.

Foreign Currency Translation

        The functional currency of the Company's foreign operations is the local currency. Accordingly, assets and liabilities of the Company's foreign operations are translated from foreign currencies into U.S. dollars at the rates in effect on the balance sheet date while income and expenses are translated at the weighted-average exchange rates for the year. Adjustments resulting from the translations of foreign currency financial statements are accumulated and classified as a separate component of stockholders' deficit.

Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Insurance Reserves

        The Company purchases comprehensive liability insurance covering certain claims that occur at parking facilities the Company leases or manages. In addition, the Company purchases umbrella/excess liability coverage. The Company's various liability insurance policies have deductibles of up to $250,000 that must be

F-9

met before the insurance companies are required to reimburse the Company for costs incurred relating to covered claims. As a result, the Company is, in effect, self-insured for all claims up to the deductible levels. The Company applies the provisions of SFAS No. 5, Accounting for Contingencies, in determining the timing and amount of expense recognition associated with claims against the Company. The expense recognition is based upon the Company's determination of an unfavorable outcome of a claim being deemed as probable and capable of being reasonably estimated, as defined in SFAS No. 5. This determination requires the use of judgment in both the estimation of probability and the amount to be recognized as an expense. The Company utilizes historical claims experience along with regular input from third party insurance advisors in determining the required level of insurance reserves. Future information regarding historical loss experience may require changes to the level of insurance reserves and could result in increased expense recognition in the future.

Litigation

        The Company is subject to litigation in the normal course of our business. The Company applies the provisions of SFAS No. 5, "Accounting for Contingencies", in determining the timing and amount of expense recognition associated with legal claims against us. Management uses guidance from internal and external legal counsel on the potential outcome of litigation in determining the need to record liabilities for potential losses and the disclosure of pending legal claims. (See Note L).

Recent Accounting Pronouncements

        In August 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 nullifies the guidance of the Emerging Issues Task Force ("EITF") Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and other Costs to Exit and Activity (including Certain Costs Incurred in a Restructuring). SFAS No. 146 requires that liability for a cost that is associated with an exit or disposal activity be recognized when the liability is incurred. SFAS No. 146 also establishes that fair value is the objective for the initial measurement of the liability. The provisions of SFAS No. 146 are required for exit or disposal activities that are initiated after December 31, 2002. We adopted SFAS No. 146 on January 1, 2003, and there was no impact to the results of operations or our financial position upon adoption.

        In January 2003, the FASB issued Interpretation No. 46 (FIN 46), "Consolidation of Variable Interest Entities—An Interpretation of Accounting Research Bulletin ("ARB") No. 51." This interpretation provides guidance on how to identify variable interest entities and how to determine whether or not those entities should be consolidated. FIN 46 applies to variable interest entities created after January 31, 2003. FIN 46 also applies in the first fiscal quarter or interim period ending after December 15, 2003, in which a company holds a variable interest in an entity that it acquired before February 1, 2003. The adoption of FIN 46 did not have an impact on our results of operations or financial position.

        In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity". This statement establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity. In accordance with SFAS No. 150, a financial instrument that embodies an

F-10

obligation for the issuer is required to be classified as a liability and the dividends previously classified as charges to equity must be recorded as an expense in the statement of operations. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period after June 15, 2003, except for mandatorily redeemable financial instruments of nonpublic entities. For purposes of the effective date of SFAS No. 150, we are considered a non-public entity. For nonpublic entities, mandatorily redeemable financial instruments are subject to the provisions of SFAS No. 150 for the first fiscal period beginning after December 15, 2003. We are currently evaluating the impact of SFAS No. 150 on our financial statements.

Reclassifications

        Certain amounts previously presented in the financial statements of prior periods have been reclassified to conform to current year presentation.

Note B. Goodwill and Intangible Assets

        In June 2001, the FASB issued SFAS No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets".

        On July 1, 2001, the Company adopted SFAS No. 141, which requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 and also includes guidance on the initial recognition and measurement of goodwill and other intangible assets acquired in a business combination. The initial adoption of SFAS No. 141 did not affect the Company's results of operations or its financial position.

        On January 1, 2002, the Company adopted SFAS No. 142, which eliminates the amortization of goodwill and requires that the goodwill be tested for impairment. Transitional impairment tests of goodwill made during the year ended December 31, 2003 did not require adjustment to the carrying value of its goodwill. As of December 31, 2002 and 2003, the Company's definite lived intangible assets of $2,815 and $2,244, respectively, net of accumulated amortization of $3,242 and $3,544, respectively, which primarily consist of non-compete agreements, continue to be amortized over their useful lives.

        A roll forward of goodwill for the periods presented is as follows:

	For the Year Ended December 31,
	2002		2003
Balance at beginning of year	$	115,332	$	115,944
Effect of foreign currency translation		—		737
Contingency payments related to prior acquisitions		612		709
Balance at end of year	$	115,944	$	117,390

F-11

        Amortization expense for intangible assets during the year ended December 31, 2003 was $571. Estimated amortization expense for 2004 and the four succeeding fiscal years is as follows:

($ in thousands)	Estimated Amortization Expense
2004	$	571
2005		548
2006		500
2007		500
2008		125

        Had we applied the non-amortization provisions of SFAS No. 142 in prior periods, the pro forma results of operations for the year ended December 31, 2001 are as follows:

Net loss	$	(35,454	)
Add: goodwill amortization		3,259
Proforma net loss	$	(32,195	)

Note C. Bradley Airport Contract

        Long-term receivables, net, consist of the following:

			Amount Outstanding December 31,
			2002		2003
Bradley International Airport
	Guarantor payments		$	1,199	$	4,471
	Other Bradley related			2,561		2,611
		Valuation allowance		—		(2,650	)
Net amount related to Bradley				3,760		4,432
Other long-term receivables				—		999
Total long-term receivables			$	3,760	$	5,431

        We are the lessee under a 25-year lease with the State of Connecticut that expires on April 6, 2025, under which we lease the surface parking and 3,500 new garage parking spaces at Bradley International Airport located in the Hartford, Connecticut metropolitan area. The parking garage was financed on April 6, 2000 through the issuance of $47.7 million of State of Connecticut special facility revenue bonds. The Bradley lease provides that we deposit with a trustee for the bondholders all gross revenues collected from operations of the surface and garage parking, and from these gross revenues, the trustee pays debt service on the special facility revenue bonds, operating and capital maintenance expenses of the surface and garage parking facilities and specific annual guaranteed minimum payments to the State. Principal and interest on the

F-12

Bradley special facility revenue bonds increases from approximately $3.6 million in lease year 2002 to approximately $4.5 million in lease year 2025. Our annual guaranteed minimum payments to the State increase from approximately $8.3 million in lease year 2002 to approximately $13.2 million in lease year 2024.

        To the extent that monthly gross receipts are not sufficient for the trustee to make the required payments we are obligated, pursuant to our guaranty agreement, to deliver the deficiency amount to the trustee within three business days of notice. We are responsible for these deficiency payments regardless of the amount of utilization for the Bradley parking facilities. We made payments of $1.2 million in 2002, net of repayments of $0.4 million and $3.3 million in 2003, to cover these deficiency payments.

        We recorded $2.7 million as a valuation allowance related to long-term receivables for the year ended December 31, 2003, in an amount sufficient to cover all net receivables related to Bradley Airport, other than the guarantor payments,. There was no allowance recorded in 2002. It is anticipated that the Company will continue to reflect a valuation allowance against these receivables until the collectibility in the short term is readily apparent.

Note D. Special Charges

        Included in "special charges" in the accompanying consolidated statement of operations for the years ended December 31, 2001, 2002 and 2003 are the following (expenses are cash unless otherwise stated):

		For The Year Ended December 31,
		2001		2002			2003
Costs related to the exchange offering		$	8,431	$	982		$	—
Costs related to refinancing			—		—			343
Write off of debt issuance costs related to the exchange (1)			3,323		—			—
Provision for abandoned businesses(non-cash expense)			1,722		—			—
Employee severance costs			87		391			156
Retroactive prior period insurance adjustments			314		215			—
Provision (reversal) for headquarters reorganization			750		(320	)		—
Incremental integration costs and other			1,242		1,329			256
Parent company expenses			—		300			300
	Total special charges	$	15,869	$	2,897		$	1,055

F-13

Supplemental Disclosure—Special Charges

	For The Year Ended December 31,
	2001			2002			2003
Accrued at beginning of year	$	2,994		$	12,057		$	1,870
Provision for special charges (2)		12,546			—			—
Paid during year		(3,483	)		(10,187	)		(602	)
Accrued at end of year	$	12,057		$	1,870		$	1,268

(1)

Amount charged directly to expense;

(2)

In 2002 and 2003, no amounts were accrued for special charges. All amounts were expensed as incurred.

        In 2001, costs of $8,431 were provided for and debt issuance costs of $3,323 were written-off related to the exchange offer (See Note E) The provision for abandoned businesses of $1,722 related to minimum future lease payments at a closed location. The costs associated with incremental integration costs and other include $371 for settlement costs and outside accounting firm costs related to the combination with the Standard Companies, $871 related primarily to legal costs incurred on terminated contracts. The provision for headquarters reorganization of $750 principally relates to the reorganization and decentralization of financial functions. The costs associated with the insurance program relate to retroactive prior period premiums adjustments of $314.

        In 2002, costs of $982 were incurred for the registration of the 14% senior subordinated second lien notes, $391 in severance for key management personnel and regional administrative personnel and $215 for insurance costs in accordance with ERISA requirements. The $1,329 of incremental integration costs and other consists of $816 in legal and settlement costs incurred on contracts terminated in prior years and $513 in prior period rent and other costs and $300 in costs related to the parent company. The $(320) is a partial reversal of a provision for headquarters reorganization as the actual costs incurred were less than anticipated.

        In 2003, costs of $343 were incurred related to evaluation of refinancing alternatives, $300 in costs related to the parent company, $256 in legal costs incurred on contracts terminated in prior years and severance costs of $156.

Note E. Exchange and Recapitalization

        On January 11, 2002, Standard completed an unregistered exchange and recapitalization of a portion of its 9¹/4% Notes. Standard received gross cash proceeds of $20.0 million and retired $91.1 million of 9¹/4% Notes. In exchange, Standard issued $59.3 million of 14% Notes and 3,500 shares of 18% Senior Convertible Redeemable Series D Preferred Stock (Series D Preferred Stock), with a face value of $35.0 million which are mandatorily redeemable on June 15, 2008. In conjunction with the exchange, the Company repaid $9.5 million of indebtedness under the Senior Credit Facility, paid $2.7 million in accrued interest relating to the $91.1 million of the 9¹/4% Senior Subordinated Notes due 2008 that were tendered, $9.7 million (including $1.3 million capitalized as debt issuance costs related to the amended and restated senior credit

F-14

facility) in fees and expenses related to the exchange, which included a $3.0 million transaction advisory fee to AP Holdings, Inc. ("AP Holdings"), Standard's parent company, and a repurchase of $1.5 million of redeemable preferred stock held by AP Holdings. The fees and expenses of $9.7 million related to the exchange and the amended and restated senior credit facility were provided for in the period ended December 31, 2001. The Company repurchased $0.1 million of redeemable preferred stock held by AP Holdings on February 20, 2002, $0.9 million on June 17, 2002 and $2.4 million on September 9, 2003.

        The January 11, 2002 exchange offer and recapitalization and its effect were as follows:

	Senior subordinated 91/4% notes			Senior subordinated second lien 14% notes		Carrying value in excess of principal			Series D preferred stock 18%
Balance at December 31, 2001	$	140,000		$	—	$	—		$	—
Exchange of debt		(91,123	)		59,285		16,838			35,000
Swap of series C for D		—			—		—			5,000
Dividends accumulated		—			—		—			7,224
Amortization of carrying value		—			—		(2,657	)		—
PIK notes issued		—			2,323		—			—
Balance at December 31, 2002	$	48,877		$	61,608	$	14,181		$	47,224

        The exchange offer and recapitalization were accounted for as a "modification of terms" type of troubled debt restructuring as prescribed by FASB Statement No. 15, Accounting by Debtors and Creditors for Troubled Debt Restructurings ("FAS 15"). Under FAS 15, an effective reduction in principal or accrued interest does not result in the debtor recording a gain as long as the future contractual payments (principal and interest combined) under the restructured debt or redeemable preferred stock issued (including dividends), are more than the carrying amount of the debt before the restructuring. In those circumstances, the carrying amount of the original debt or investment is not adjusted, and the effects of any changes are reflected in future periods as a reduction in interest expense. The effective interest rate is the discount rate that equates the present value of the future cash payments specified by the new terms with the unadjusted carrying amount of the debt.

        In addition, under FAS 15, when a debtor issues a redeemable equity interest in partial satisfaction of debt in conjunction with a modification of terms, the redeemable equity interest is treated similar to debt. Legal fees and other direct costs incurred by a debtor to effect a troubled debt restructuring are expensed as incurred, except for amounts incurred directly in granting an equity interest, if any.

        The accounting for this exchange under FAS 15 was as follows:

•

No gain was recognized by the Company for the excess of (a) the principal of the 14% notes exchanged for the 9¹/4% notes, over (b) the principal of the 9¹/4% notes.



•

The excess, Carrying Value in Excess of Principal, remains part of the carrying value of the Company's debt, and is being amortized as a reduction to future interest expense using an effective interest rate applied to the combined balance of the notes.

F-15

        On April 10, 2002, the Company filed a registration statement to offer to exchange up to $59.3 million in aggregate principal amount of its registered 14% Notes (including unregistered notes paid as interest on unregistered notes). The registration statement, was declared effective by the Commission on June 28, 2002. The prospectus was supplemented on July 8, 2002 to increase the maximum amount of notes subject to the exchange to $60.3 million, thereby covering the notes issued as interest paid in kind on June 15, 2002. In connection with the exchange offer, which expired on August 9, 2002, all outstanding unregistered 14% Notes were exchanged for registered 14% Notes with substantially identical terms effective August 16, 2002.

Note F. Borrowing Arrangements

        Long-term borrowings, in order of preference, consist of:

			Amount Outstanding December 31,
	Interest Rate(s)
		Due Date	2002		2003
Senior Credit Facility	Various	June 2006	$	31,600	$	36,100
Senior Subordinated Second Lien Notes	14.00%	December 2006		61,608		57,455
Senior Subordinated Notes	9.25%	March 2008		48,877		48,877
Carrying value in excess of principal	Various	Various		14,181		10,155
Joint venture debentures	11.00-15.00%	Various		2,550		1,863
Capital lease obligations	Various	Various		5,425		4,418
Obligations on Seller notes and other	Various	Various		1,932		2,211
				166,173		161,079
Less current portion				3,253		2,840
			$	162,920	$	158,239

        The 14% Senior Subordinated Second Lien Notes (14% Notes) were issued in January 2002 and are due in December 2006. The 14% Notes are registered with the Securities and Exchange Commission. Interest accrues at the rate of 14% per annum and is payable semi-annually in a combination of cash and additional registered notes (the "PIK Notes"), in arrears on June 15 and December 15, commencing on June 15, 2002. Interest in the amount of 10% per annum is paid in cash, and interest in the amount of 4% per annum is paid in PIK Notes. Standard makes each interest payment to the holders of record on the immediately preceding June 1 and December 1. PIK Notes are issued in denominations of $100 principal amount and integral multiples of $100. The amount of PIK Notes issued is rounded down to the nearest $100 with any fractional amount refunded to the holder as cash.

        Standard's 9¹/4% Senior Subordinated Notes, (the "9¹/4% Notes"), were issued in September of 1998 and are due in March of 2008. The 9¹/4% Notes are registered with the Securities and Exchange Commission.

F-16

        On September 9, 2003, we repurchased a portion of our 14% Notes at a discount for $5.9 million in cash. The transaction and its effects are as follows:

	Senior subordinated second lien 14% notes			Senior subordinated 91/4% notes		Carrying value in excess of principal
Balance at December 31, 2002	$	61,608		$	48,877	$	14,181
Repurchase of 14% Notes, at face value		(6,500	)		—		(1,172	)
Amortization of carrying value		—			—		(2,854	)
PIK notes issued and accrued		2,347			—		—
Balance at December 31, 2003	$	57,455		$	48,877	$	10,155

        We entered into a Second Amended and Restated Credit Agreement as of August 28, 2003 with LaSalle Bank National Association, as agent and revolving lender, and Credit Suisse First Boston, as term loan lender. Credit Suisse First Boston has subsequently assigned all of its loans and rights as lender to several funds affiliated with GoldenTree Asset Management. This Second Amended and Restated Credit Agreement represents a restructuring of the prior $43.0 million senior credit facility.

        The senior credit facility consists of $65.0 million in revolving and term loans, specifically:

•

a $33.0 million revolving credit facility provided by LaSalle Bank, which will expire on June 30, 2006, including a letter of credit facility with a sublimit of $30.0 million or such greater amount as LaSalle Bank may agree to for letters of credit; and



•

a $32.0 million term loan held by GoldenTree Asset Management due in full on July 31, 2006.

        The revolving credit facility bears interest, at our option, at either LIBOR plus 4.50% or an adjusted base rate plus 2.25%. The term loan bears interest equal to the rate publicly announced from time to time by LaSalle Bank as its "prime rate," which cannot be less than 4.25% per annum, plus 6.75%. Accrued term loan interest is payable monthly in arrears. Pursuant to the terms of the credit agreement, we have elected to defer the cash payment of 3% per annum of term loan interest. The deferred amount, together with accrued interest thereon, is payable upon maturity of the term loan.

        The senior credit facility includes covenants that limit our ability to incur additional indebtedness, issue preferred stock or pay dividends and contains certain other restrictions on our activities. It is secured by substantially all of our existing and future domestic guarantor subsidiaries' existing and after-acquired assets, including a pledge of 100% of the stock of our existing and future domestic guarantor subsidiaries and 65% of the stock of our existing and future foreign subsidiaries, by a first priority pledge of all of our common stock owned by AP Holdings and by all other existing and after-acquired property of AP Holdings.

        If we identify investment opportunities requiring cash in excess of our cash flows and existing cash, we may borrow under our senior credit facility.

F-17

        At December 31, 2003 borrowings against the senior credit facility aggregated $36.1 million. In addition, there were $17.2 million of letters of credit outstanding, resulting in $11.7 million availability under the senior credit facility.

        The 9¹/4% Notes, 14% Notes and New Facility contain covenants that limit Standard from incurring additional indebtedness and issuing preferred stock, restrict dividend payments, limit transactions with affiliates and restrict certain other transactions. Substantially all of Standard's net assets are restricted under these provisions and covenants (See Note O).

        Consolidated joint ventures have entered into four agreements for stand-alone development projects providing nonrecourse funding. These joint venture debentures are collateralized by the specific contracts that were funded and approximate the net book value of the related assets.

        The Company has entered into various financing agreements, which were used for the purchase of equipment.

        The aggregate maturities of borrowings outstanding at December 31, 2003 are as follows:

2004	$	2,786
2005		2,531
2006		96,216
2007		213
2008 and thereafter		50,469
		152,215
Carrying value in excess of principal related to the debt recapitalization		10,155
	$	162,370

        The amounts include paid-in-kind interest and the 5% premium on the 14% Notes as defined in the indenture.

Note G. Income Taxes

        For 2001 and through January 11, 2002, the Company was included in the Consolidated Federal Income Tax Return of AP Holdings. In connection with the debt restructuring on January 11, 2002, the Company ceased being included in the AP Holdings return and filed its own separate Consolidated Federal Income Tax Return from January 12, 2002 through December 31, 2002 and will also do so for 2003. The Company's income tax provision is determined on a separate return basis. Income tax expense consists of foreign, state, and local taxes.

        At December 31, 2003, we had $66.0 million of federal net operating loss (NOLs) carryforwards and $19.2 million of net cumulative temporary differences which will provide future net tax deductions. Assuming a 39% tax rate, the NOLs and net temporary differences create a deferred tax asset of $33.2 million. Due to our historical financial results, a full valuation allowance has been recorded on the net deferred tax assets.

F-18

        At December 31, 2003, the Company has net operating loss carry forwards of $65,974 for federal income tax purposes that expire in years 2016 through 2023.

        A reconciliation of the Company's reported income tax expense to the amount computed by multiplying loss before income taxes by the effective federal income tax rate is as follows:

	2001			2002			2003
Statutory benefit	$	(11,916	)	$	(1,155	)	$	(462	)
Permanent differences		1,481			86			187
State taxes, net of federal benefit		123			129			160
Effect of foreign tax rates		(54	)		(44	)		64
		(10,366	)		(984	)		(51	)
Change in valuation allowance		10,772			1,412			675
Income tax expense	$	406		$	428		$	624

        Income tax expense consists of the following:

		2001		2002		2003
Current:
	Foreign	$	219	$	232	$	381
	State		187		196		243
	Income tax expense	$	406	$	428	$	624

        Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. Significant components of the Company's deferred tax assets (liabilities) as of December 31, 2002 and 2003 are as follows:

	2002			2003
Net operating loss carry forwards	$	22,242		$	25,730
Accrued expenses		6,822			7,734
Accrued compensation		2,407			2,500
Carrying value inexcess of principal		5,530			3,960
Restructuring reserves		501			437
Carry forwards		1,206			1,094
		38,708			41,455
Book over tax depreciation and amortization		(5,154	)		(7,226	)
Net deferred tax assets before valuation allowance		33,554			34,229
Less: valuation allowance for deferred tax assets		(33,554	)		(34,229	)
Net deferred tax assets	$	—		$	—

F-19

        For financial reporting purposes, a valuation allowance for net deferred tax assets will continue to be recorded until realization of such assets is more likely than not. Taxes paid, which are to certain states and foreign jurisdictions, were $741, $546 and $536 in 2001, 2002 and 2003, respectively.

Note H. Benefit Plans

        The Company offers deferred compensation arrangements for certain key executives and sponsors an employees' savings and retirement plan in which certain employees are eligible to participate. Subject to their continued employment by the Company, certain employees offered supplemental pension arrangements will receive a defined monthly benefit upon attaining age 65. At December 31, 2002 and 2003, the Company has accrued $2,509 and $2,614, respectively, representing the present value of the future benefit payments.

        Participants in the savings and retirement plan may elect to contribute a portion of their compensation to the plan. The Company, contributes an amount in cash or other property as required by the plan. Expenses related to these plans amounted to $872, $872, and $784 in 2001, 2002 and 2003, respectively.

        The Company also contributes to two multi-employer defined contribution and nine multi-employer defined benefit plans which cover certain union employees. Expenses related to these plans were $997, $1,119 and $566 in 2001, 2002 and 2003, respectively.

Note I. Leases and Contingencies

        The Company operates parking facilities under operating leases expiring on various dates, generally prior to 2016. Certain of the leases contain options to renew at the Company's discretion.

        At December 31, 2003, the Company was committed to install certain capital improvements at leased facilities in future years, at an estimated cost of $180.

        Future annual rent expense is not determinable due to the application of percentage factors based on revenues. At December 31, 2003, the Company's minimum rental commitments, excluding contingent rent provisions under all non-cancelable leases with remaining terms of more than one year, are as follows:

2004	$	20,547
2005		15,918
2006		14,188
2007		12,305
2008		9,001
2009 and thereafter,		25,105
	$	97,064

        Rent expense, including contingent rents, was $108,823, $96,682 and $94,105 in 2001, 2002 and 2003, respectively.

        Contingent rent expense was $81,467, $76,088 and $73,558 in 2001, 2002 and 2003, respectively.

F-20

        In the normal course of business, the Company is involved in disputes, generally regarding the terms of lease agreements. In the opinion of management, the outcome of these disputes and litigation will not have a material adverse effect on the consolidated financial position or operating results of the Company.

Note J. Redeemable Preferred Stock

        In connection with the Standard Companies acquisition on March 30, 1998, the Company received $40,683 from AP Holdings in exchange for $70,000 face amount of 11¹/4% Redeemable Preferred Stock (the "Series C preferred stock"). Cumulative preferred dividends are payable semi-annually at the rate of 11¹/4%. Any semi-annual dividend not declared or paid in cash automatically increases the liquidation preference of the stock by the amount of the unpaid dividend. The Company is required to redeem the stock no later than March 2008.

        The Series C preferred stock has a maturity date of March 2008 and has an initial liquidation preference equal to $1,000,000 per share or $40.7 million in the aggregate. The Series C Preferred stock accrues dividends on a cumulative basis at 11¹/4% per year. At December 31, 2003, dividends in arrears were $33.5 million with a per share valuation of $1,893,048. Conversion may be fixed by resolution of the Board of Directors and the shares have no voting rights except as to alterations or changes that may adversely affect the holders of the Series C Preferred stock.

        In January 2002, the Company redeemed $1.5 million and $0.1 million the Series C preferred stock held by AP Holdings in two separate transactions for cash of $1.6 million. On June 17, 2002, the Company redeemed an additional $0.9 million of Series C preferred stock held by AP Holdings for $0.9 million in cash. On September 9, 2003, the Company redeemed an additional $2.4 million of the Series C preferred stock held by AP Holdings. The proceeds received by AP Holdings were used by it to repurchase, directly or indirectly, its outstanding 11¹/4% senior discount notes.

	Series C preferred stock 111/4% For the year ended December 31,
	2002					2003
	Shares		Value			Shares		Value
Beginning balance	40.6826		$	61,330		33.2194		$	56,347
Redemptions	(1.6259	)		(2,500	)	(1.319	)		(2,413	)
Swap series C for D	(5.8373	)		(8,800	)	—			—
Dividends accumulated	—			6,317		—			6,455
Ending balance	33.2194		$	56,347		31.9004		$	60,389

        On January 11, 2002, the Company, in connection with our recapitalization, issued 3,500 shares of the 18% Senior Convertible Redeemable Series D Preferred Stock (the "Series D Preferred") to Fiducia, Ltd. which has a maturity date as of June 2008 and has an initial liquidation preference equal to $10,000 per share or $35.0 million in the aggregate. The Series D Preferred stock accrues dividends on a cumulative basis at 18% per year. At December 31, 2003, dividends in arrears were $16.4 million with a per share valuation of $14,100. Conversion is upon occurrence of an IPO at a rate related to the IPO price and the shares have no

F-21

voting rights except as to creation of any class or series of shares ranking senior to the Series D preferred stock. The number of shares of Series D preferred stock authorized for issuance is 17,500.

        On March 11, 2002 the Company exchanged with the parent company $8.8 million of Series C preferred stock for $5.0 million of Series D preferred stock.

	Series D preferred stock 18% For the period ended
	2002			2003
	Shares	Value		Shares	Value
Beginning balance	—	$	—	4,000	$	47,224
Issuance with exchange	3,500.0		35,000	—		—
Swap of series C for D	500.0		5,000	—		—
Dividends accumulated	—		7,224	—		9,175
Ending balance	4,000	$	47,224	4,000	$	56,399

Note K. Contingency and Related Party Transactions

        We have management contracts to operate two surface parking lots in Chicago. Myron C. Warshauer, Steven A. Warshauer, Stanley Warshauer, Michael K. Wolf and SP Associates own membership interests in a limited liability company that is a member of the limited liability companies that own those lots. We received a total of $37,500 in management fees for these lots in 2001, $38,300 in 2002 and $39,200 in 2003 under the applicable management contracts. We estimate that such management fees are no less favorable than would normally be obtained through arms-length negotiations.

        SP Associates is an affiliate of JMB Realty Corp., from which we lease office space for our corporate offices in Chicago. Payments pursuant to the lease agreement aggregated approximately $1.3 million during 2001, $1.2 million during 2002 and $1.3 million in 2003.

        In connection with the acquisition of a 76% interest in Executive Parking Industries, LLC, through the acquisition of its parent company, S&S Parking, Inc., we entered into a management agreement dated May 1, 1998, with D&E Parking, Inc., in which two of our officers have an interest, to assure the continuation of services previously provided by Edward Simmons and Dale Stark, the principal shareholders of D&E. Mr. Simmons is now one of our executive vice presidents and Mr. Stark is now one of our senior vice presidents. The management agreement is for a period of nine years, terminating on April 30, 2007. In consideration of the services to be provided by D&E, we agreed to pay D&E an annual base fee, payable in equal monthly installments, in the first year equaling $500,000 and increasing to $719,000 in the ninth year of the agreement. Standard Parking provides property management services to Elmwood Villas, a residential apartment complex in Las Vegas and Paxton Plaza, a shopping center in Los Angeles. Both of these properties are controlled by entities affiliated with D&E. We expect to expand our property management services for entities controlled by D&E.

        On December 31, 2000, we entered into an agreement to sell, at fair market value, certain contract assets to D & E Parking, Inc. We continue to operate the parking facilities and receive management fees and

F-22

reimbursement for support services in connection with the operation of the parking facilities. We received a total of $186,000 in 2001, $116,000 in 2002 and $133,000 in 2003. D&E Parking received $466,000 in 2001, $325,000 in 2002 and $358,000 in 2003.

        We entered into a management agreement dated as of September 19, 2000, with Circle Line Sightseeing Yachts, Inc. to manage and operate certain parking facilities located along the Hudson River and Piers located in New York City and under the control of Circle Line. Circle Line is approximately 83% owned by members of John V. Holten's immediate family. We received a total of $73,000 in 2001, $66,000 in 2002 and $131,400 in 2003. We estimate that such amounts are no less favorable than would normally be obtained through arms-length negotiations. Additionally, Circle Line has the right to require us to temporarily advance to Circle Line on or before each December 31^st and April 1^st the anticipated net profit in increments of $100,000 each. We made advances of $300,000 in 2001 and $200,000 in 2002, all of which has been repaid. We made an advance of $100,000 in 2003 which is still outstanding.

        We amended the management agreement with Circle Line on June 9, 2003 and loaned Circle Line an additional $300,000 at an interest rate of 9% per annum due on November 1, 2003, all of which has been repaid.

Note L. Legal Proceedings

        We are subject to various claims and legal proceedings that consist principally of lease and contract disputes. We consider these claims and legal proceedings to be routine and incidental to our business, and in the opinion of management, the ultimate liability with respect to these proceedings and claims will not materially affect our financial position, operations or liquidity.

Note M. Capital Leases

        Property under capital leases included within equipment is as follows:

	December 31,
	2002		2003
Service vehicles	$	5,651	$	5,774
Computer equipment		897		997
Parking equipment		674		1,388
		7,222		8,159
Less: Accumulated depreciation		1,762		3,450
	$	5,460	$	4,709

F-23

        Future minimum lease payments under capital leases at December 31, 2003 together with the present value of the minimum lease payments are as follows:

2004	$	2,327
2005		1,910
2006		501
2007		44
2008		1
Total minimum payments		4,783
Less: Amounts representing interest		365
Present value of minimum payments		4,418
Less: Current portion		2,150
Total long-term portion	$	2,268

Note N. Stock Option Plan

        The 2001 Option Plan, which authorizes the issuance of the Company's 18% Senior Convertible Redeemable Series D Preferred Stock, is intended to further the Company's success by increasing the ownership of certain executives, employees, directors, and consultants to the Company and to enhance the Company's ability to attract and retain executives, employees, directors and consultants.

        The chairman of the Company's board of directors administers the 2001 Option Plan, selects eligible executives, employees, directors and/or consultants to receive options, determines the number of shares of preferred stock covered by options, determines the exercise price of an option, the terms under which options may be exercised, but in no event may such options be exercised later than 10 years from the grant date, and the other terms and conditions of options in accordance with the provisions of the 2001 Option Plan.

        If the Company undergoes a change in control, completes an initial public offering of the Company's common stock, or an optional redemption as such terms defined in the 2001 Option Plan, all outstanding options will immediately become fully vested and exercisable. In the event of a change of control, the chairman of the board of directors may adjust outstanding options by substituting stock or other securities of any successor or another party to the change in control transaction, generally based on the consideration received by the Company's shareholders in the transaction.

        Subject to particular limitations specified in the 2001 Option Plan, the Company's board of directors may amend or terminate the 2001 Option Plan. The 2001 Option Plan will terminate no later than 10 years from the effective date of the 2001 Option Plan. Shares of 18% Senior Convertible Redeemable Series D Preferred Stock authorized for the 2001 option plan totaled 1,000 of which 496.14 are available for future option grants.

F-24

        The following summarizes information about stock option transactions:

	Shares	Exercise price per share
Outstanding at December 31, 2001	—		—
Options granted	503.86	$	5,600.00
Outstanding at December 31, 2002	503.86		5,600.00
Options granted	—		—
Outstanding at December 31, 2003	503.86	$	5,600.00

Note O. Subsidiary Guarantors

        Substantially all of the Company's direct or indirect wholly owned active domestic subsidiaries, fully, unconditionally, jointly and severally guarantee the Senior Subordinated Notes discussed in Note E Separate financial statements of the guarantor subsidiaries are not separately presented because, in the opinion of management, such financial statements are not material to investors. The non-guarantor subsidiaries include joint ventures, wholly owned subsidiaries of the Company organized under the laws of foreign jurisdictions and inactive subsidiaries, all of which are included in the consolidated financial statements. The following is summarized combining financial information for Standard, the guarantor subsidiaries of the Company and the non-guarantor subsidiaries of the Company:

F-25

		Standard Parking Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Total
2001
Balance Sheet Data:
	Cash and cash equivalents	$	8,522		$	(2,009	)	$	1,089		$	—		$	7,602
	Notes and accounts receivable		30,568			5,767			3,941			—			40,276
	Current assets		40,105			3,822			5,145			—			49,072
	Leaseholds and equipment, net		10,377			5,141			3,065			—			18,583
	Goodwill		23,492			88,618			3,222			—			115,332
	Investment in subsidiaries		95,204			—			—			(95,204	)		—
	Total assets		173,775			101,771			11,892			(95,204	)		192,234
	Accounts payable		25,238			6,865			2,517			—			34,620
	Current liabilities		55,706			7,769			5,753			—			69,228
	Long-term borrowings, excluding current portion		171,127			—			2,576			—			173,703
	Redeemable preferred stock, series C		61,330			—			—			—			61,330
	Common stock subject to put/call rights		8,500			—			—			—			8,500
	Total common stockholders' (deficit) equity		(133,185	)		93,034			2,170			(95,204	)		(133,185	)
	Total liabilities and common stockholders'equity (deficit)		173,775			101,771			11,892			(95,204	)		192,234
Income Statement Data:
	Parking services revenue	$	457,945		$	82,586		$	21,256			—		$	561,787
	Cost of parking services		420,026			67,529			17,245			—			504,800
	Gross profit		37,919			15,057			4,011			—			56,987
	Depreciation and amortization		8,683			5,058			1,760			—			15,501
	Special charges		15,869			—			—			—			15,869
	Operating income (loss)		9,356			(15,708	)		1,990			—			(4,362	)
	Interest expense (income), net		17,192			(51	)		458			—			17,599
	Equity in earnings of subsidiaries		(15,004	)		—			—			15,004			—
	Net (loss) income		(35,454	)		(15,657	)		653			15,004			(35,454	)
Cash Flows Data:
	Net cash provided by (used in)operating activities	$	14,423		$	(2,039	)	$	(2,957	)	$	—		$	9,427
	Investing activities:
	Purchase of leaseholds and equipment		(1,491	)		(46	)		—			—			(1,537	)
	Purchase of leaseholds and equipment by joint venture		—			—			(10	)		—			(10	)
	Contingent purchase payments		(533	)		—			—			—			(533	)
	Net cash used in investing activities		(2,024	)		(46	)		(10	)		—			(2,080	)
	Financing activities:
	Proceeds from long-term borrowings		1,650			—			—			—			1,650
	Payments on long-term borrowings		(975	)		—			—			—			(975	)
	Payments on joint venture borrowings		(1,687	)		—			—			—			(1,687	)
	Payments on debt issuance costs		(1,735	)		—			—			—			(1,735	)
	Payments on capital leases		(108	)		—			—			—			(108	)
	Net cash used in financing activities		(2,855	)		—			—			—			(2,855	)
	Effect of exchange rate changes		(429	)		—			—			—			(429	)
	Increase (decrease) in cash and cash equivalents		9,115			(2,085	)		(2,967	)		—			4,063

F-26

2002
Balance Sheet Data:
	Cash and cash equivalents	$	3,933		$	1,428		$	792		$	—		$	6,153
	Notes and accounts receivable		16,138			12,821			3,712			—			32,671
	Current assets		21,711			14,289			4,445			—			40,445
	Leaseholds and equipment, net		12,387			4,458			3,065			—			19,910
	Goodwill		23,651			89,031			3,262			—			115,944
	Investment in subsidiaries		102,661			—			—			(102,661	)		—
	Total assets		171,375			111,233			11,003			(102,661	)		190,950
	Accounts payable		16,851			5,505			2,047			—			24,403
	Current liabilities		36,286			8,323			4,979			—			49,588
	Long-term borrowings, excluding current portion		159,700			346			2,874			—			162,920
	Redeemable preferred stock, series D		47,224			—			—			—			47,224
	Redeemable preferred stock, series C		56,347			—			—			—			56,347
	Common stock subject to put/call rights		9,470			—			—			—			9,470
	Total common stockholders' (deficit) equity		(147,560	)		100,105			2,556			(102,661	)		(147,560	)
	Total liabilities and common stockholders' equity (deficit)		171,375			111,233			11,003			(102,661	)		190,950
Income Statement Data:
	Parking services revenue	$	454,671		$	71,244		$	20,636		$	—		$	546,551
	Cost of parking services		417,332			55,843			17,043			—			490,218
	Gross profit		37,339			15,401			3,593			—			56,333
	General and administrative		4,032			25,839			262			—			30,133
	Depreciation and amortization		4,528			1,868			1,158			—			7,554
	Special charges		2,831			—			66			—			2,897
	Management fee-parent company		3,000			—			—			—			3,000
	Operating income (loss)		22,948			(12,306	)		2,107			—			12,749
	Interest expense (income), net		15,660			(19	)		324			—			15,965
	Equity in earnings of subsidiaries		(11,321	)		—			—			11,321			—
	Net (loss) income		(3,824	)		(12,287	)		966			11,321			(3,824	)
Cash Flows Data:
	Net cash provided by (used in) operating activities	$	542		$	3,437		$	(294	)	$	—		$	3,685
	Investing activities:
	Purchase of leaseholds and equipment		(1,843	)		—			—			—			(1,843	)
	Purchase of leaseholds and equipment of joint venture		—			—			(3	)		—			(3	)
	Contingent purchase payments		(612	)		—			—			—			(612	)
	Net cash net used in investing activities		(2,455	)		—			(3	)		—			(2,458	)

F-27

	Financing activities:
	Proceeds from long-term borrowings		3,000			—			—			—			3,000
	Payments on long-term borrowings		(394	)		—			—			—			(394	)
	Payments on joint venture borrowings		(882	)		—			—			—			(882	)
	Payments on debt issuance costs		(159	)		—			—			—			(159	)
	Payments on capital leases		(1,900	)		—			—			—			(1,900	)
	Redemption of preferred stock		(2,500	)		—			—			—			(2,500	)
	Net cash used in financing activities		(2,835	)		—			—			—			(2,835	)
	Effect of exchange rate changes		159			—			—			—			159
	(Decrease) increase in cash and cash equivalents		(4,589	)		3,437			(297	)		—			(1,449	)
2003
Balance Sheet Data:
	Cash and cash equivalents	$	6,660		$	78		$	1,732		$	—		$	8,470
	Notes and accounts receivable		25,889			542			4,492			—			30,923
	Current assets		33,970			620			6,239			—			40,829
	Leaseholds and equipment, net		13,518			381			2,060			—			15,959
	Goodwill		110,032			3,545			3,813			—			117,390
	Investment in subsidiaries		8,573			—			—			(8,573	)		—
	Total assets		180,878			4,665			12,615			(8,573	)		189,585
	Accounts payable		23,201			321			1,449			—			24,971
	Current liabilities		43,948			984			5,140			—			50,072
	Long-term borrowings, excluding current portion		156,325			20			1,894			—			158,239
	Convertible redeemable preferred stock, series D		56,399			—			—			—			56,399
	Redeemable preferred stock, series C		60,389			—			—			—			60,389
	Common stock subject to put/call rights		10,712			—			—			—
	Total common stockholders' (deficit) equity		(166,002	)		3,661			4,912			(8,573	)		(166,002	)
	Total liabilities and common stockholders' equity (deficit)		180,878			4,665			12,615			(8,573	)		189,585
Income Statement Data:
	Parking services revenue		509,031			22,295			14,211			—			545,537
	Cost of parking services		454,436			20,211			10,188			—			484,835
	Gross profit		54,595			2,084			4,023			—			60,702
	Depreciation and amortization		6,408			213			880			—			7,501
	Special charges		866			—			189			—			1,055
	Management fee-parent company		3,000			—			—			—			3,000
	Valuation allowance related to long-term receivable		2,650			—			—			—			2,650
	Operating income (loss)		9,587			1,871			2,344			—			13,802
	Interest expense (income), net		16,390			1			168			—			16,559
	Equity in earnings of subsidiaries		3,456			—			—			(3,456	)		—
	Net (loss) income		(1,981	)		1,870			1,586			(3,456	)		(1,981	)
Cash Flows Data:
	Net cash (used in) provided by operating activities		13,288			(19	)		376			—			13,645
	Investing activities:
	Purchase of leaseholds and equipment		(1,812	)		—			—			—			(1,812	)
	Contingent purchase payments		(709	)		—			—			—			(709	)
	Net cash used in investing activities		(2,521	)		—			—			—			(2,521	)

F-28

Financing activities:
Proceeds from long-term borrowings	—		—		332		—	332
Proceeds from senior credit facility	4,500		—		—		—	4,500
Payments on long-term borrowings	(21	)	—		(33	)	—	(54	)
Payments on joint venture borrowings	—		—		(687	)	—	(687	)
Payments of debt issuance costs	(2,987	)	—		—		—	(2,987	)
Payments on capital leases	(1,994	)	—		—		—	(1,994	)
Repurchase of 15% senior subordinated second lien notes	(5,915	)	—		—		—	(5,915	)
Redemption of preferred stock	(2,413	)	—		—		—	(2,413	)
Net cash provided by financing activities	(8,830	)	—		(388	)	—	(9,218	)
Effect of exchange rate change	—		—		411		—	411
Increase (decrease) in cash and cash equivalents	1,937		(19	)	399		—	2,317

F-29

STANDARD PARKING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for share and per share data)

			December 31, 2003			March 31, 2004
			(see Note)			(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	8,470		$	7,658
	Notes and accounts receivable, net			30,923			32,191
	Prepaid expenses and supplies			1,436			1,558
Total current assets				40,829			41,407
Leaseholds and equipment, net				15,959			14,928
Long-term receivables, net				5,431			6,700
Advances and deposits				2,090			2,016
Goodwill				117,390			117,505
Intangible and other assets, net				7,886			7,425
		Total assets	$	189,585		$	189,981
LIABILITIES AND COMMON STOCKHOLDERS' DEFICIT
Current liabilities:
	Accounts payable		$	24,971		$	29,893
	Accrued and other current liabilities			22,261			22,198
	Current portion of long-term borrowings			2,840			2,790
	Total current liabilities			50,072			54,881
Long-term borrowings, excluding current portion				158,239			154,559
Other long-term liabilities				19,776			18,961
Convertible redeemable preferred stock, series D				56,399			58,937
Redeemable preferred stock, series C				60,389			62,049
Common stock subject to put/call rights; 5.01 shares issued and outstanding				10,712			11,027
Common stockholders' deficit:
	Common stock, par value $1.00 per share; 3,000 shares authorized; 26.3 shares issued and outstanding			1			1
	Additional paid-in capital			15,222			15,222
	Accumulated other comprehensive income			(233	)		(226	)
	Accumulated deficit			(180,992	)		(185,430	)
		Total common stockholders' deficit		(166,002	)		(170,433	)
		Total liabilities and common stockholders' deficit	$	189,585		$	189,981

Note:

The balance sheet at December 31, 2003 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

See Notes to Condensed Consolidated Financial Statements.

F-30

STANDARD PARKING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for share and per share data, unaudited)

					Three Months Ended
					March 31, 2003			March 31, 2004
Parking services revenue:
	Lease contracts				$	35,674		$	35,121
	Management contracts					17,969			20,873
	Reimbursement of management contract expense					76,813			87,721
		Total revenue				130,456			143,715
Cost of parking services:
	Lease contracts					32,818			32,424
	Management contracts					6,696			8,119
	Reimbursed management contract expense					76,813			87,721
		Total cost of parking services				116,327			128,264
			Gross profit:
				Lease contracts		2,856			2,697
				Management contracts		11,273			12,754
			Total gross profit			14,129			15,451
General and administrative expenses						8,111			8,483
Special charges						97			—
Depreciation and amortization						1,890			1,586
Management fee-parent company						750			750
Operating income						3,281			4,632
Interest expense (income):
	Interest expense					4,043			4,375
	Interest income					(42	)		(93	)
						4,001			4,282
(Loss) income before minority interest and income taxes						(720	)		350
Minority interest expense						65			97
Income tax expense						178			178
Net (loss) income						(963	)		75
Preferred stock dividends						3,688			4,198
Increase in value of common stock subject to put/call rights						243			315
Net loss attributable to common stockholders					$	(4,894	)	$	(4,438	)

See Notes to Condensed Consolidated Financial Statements.

F-31

STANDARD PARKING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, except for share and per share data, unaudited)

		Three Months Ended
		March 31, 2003			March 31, 2004
Operating activities:
Net (loss) income		$	(963	)	$	75
Adjustments to reconcile net (loss) income to net cash provided by operations:
	Depreciation and amortization		1,890			1,586
	Non-cash interest expense		311			632
	(Reversal) provision for losses on accounts receivable		(151	)		73
	Change in operating assets and liabilities		13,267			1,048
	Net cash provided by operating activities		14,354			3,414
Investing activities:
Purchase of leaseholds and equipment			(39	)		(175	)
Contingent purchase payments			(118	)		(157	)
Net cash used in investing activities			(157	)		(332	)
Financing activities:
Payments on senior credit facility			(12,300	)		(3,200	)
Payments on long-term borrowings			(18	)		(37	)
Payments on joint venture borrowings			(181	)		(133	)
Payments of debt issuance costs			(330	)		—
Payments on capital leases			(619	)		(531	)
Net cash used in financing activities			(13,448	)		(3,901	)
Effect of exchange rate changes on cash and cash equivalents			250			7
Increase (decrease) in cash and cash equivalents			999			(812	)
Cash and cash equivalents at beginning of period			6,153			8,470
Cash and cash equivalents at end of period		$	7,152		$	7,658
Supplemental disclosures:
Cash paid during the period for:
	Interest	$	3,183		$	3,431
	Income taxes		271			27
Supplemental disclosures of non-cash activity:
	Debt issued for capital lease obligation	$	73		$	357
	Issuance of 14% senior subordinated second lien notes		615			574

See Notes to Condensed Consolidated Financial Statements.

F-32

STANDARD PARKING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for Period Ending March 31, 2004

(in thousands except for share and per share data, unaudited)

1.    Basis of Presentation

        The accompanying unaudited condensed consolidated financial statements of Standard Parking Corporation ("Standard" or the "Company") have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements.

        In the opinion of management, all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair presentation of the financial position and results of operations have been included. Operating results for the three-month period ended March 31, 2004 are not necessarily indicative of the results that might be expected for any other interim period or the fiscal year ending December 31, 2004. The financial statements presented in this report should be read in conjunction with the consolidated financial statements and footnotes thereto included in our 2003 Annual Report on Form 10-K filed March 29, 2004.

        Certain reclassifications have been made to the 2003 financial information to conform to the 2004 presentation.

2.    Recently Issued Accounting Pronouncements

        In January 2003, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 46 (FIN 46), "Consolidation of Variable Interest Entities—An Interpretation of Accounting Research Bulletin ("ARB") No. 51." This interpretation provides guidance on how to identify variable interest entities and how to determine whether or not those entities should be consolidated. FIN 46 applies to variable interest entities created after January 31, 2003. FIN 46 also applies in the first fiscal quarter or interim period ending after December 15, 2003, in which a company holds a variable interest in an entity that it acquired before February 1, 2003. The adoption of FIN 46 did not have an impact on our results of operations or financial position.

        In May 2003, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity". This statement establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity. In accordance with SFAS No. 150, a financial instrument that embodies an obligation for the issuer is required to be classified as a liability and the dividends previously classified as charges to equity must be recorded as an expense in the statement of operations. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period after June 15, 2003, except for mandatorily redeemable financial instruments of nonpublic entities. For purposes of the effective date of SFAS No. 150, we are considered a non-public entity. For nonpublic entities, mandatorily redeemable financial instruments are subject to the provisions of SFAS No. 150 for the first fiscal period beginning after December 15, 2003. The adoption of SFAS No. 150 did not have an impact on our results of operations or financial position.

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3.    Goodwill and Intangible Assets

        On January 1, 2002, we adopted SFAS No. 142, which eliminates the amortization of goodwill and requires that the goodwill be tested for impairment. Impairment tests of goodwill made during the period ended March 31, 2004 did not require adjustment to the carrying value of our goodwill. As of March 31, 2003 and 2004, our definite lived intangible assets of $2,673 and $2,115, respectively, net of accumulated amortization of $3,385 and $3,689, respectively, which primarily consist of non-compete agreements, continue to be amortized over their useful lives.

        The change in the carrying amount of goodwill is summarized as follows:

Beginning balance at December 31, 2003	$	117,390
Effect of foreign currency translation		(42	)
Contingency payments related to prior acquisitions		157
Ending balance at March 31, 2004	$	117,505

        Amortization expense for intangible assets during the three months ended March 31, 2004 was $149. Estimated amortization expense for 2004 and the five succeeding fiscal years is as follows:

	Estimated Amortization Expense
2004	$	595
2005		572
2006		516
2007		516
2008		141
2009		16

4.    Bradley Airport Contract

        Long-term receivables, net, consist of the following:

			Amount Outstanding
			December 31, 2003			March 31, 2004
Bradley International Airport
	Guarantor payments		$	4,471		$	5,694
	Other Bradley related			2,611			2,657
		Valuation allowance		(2,650	)		(2,650	)
Net amount related to Bradley				4,432			5,701
Other long-term receivables				999			999
Total long-term receivables			$	5,431		$	6,700

        We are the lessee under a 25-year lease with the State of Connecticut that expires on April 6, 2025, under which we lease the surface parking and 3,500 garage parking spaces at Bradley International Airport

F-34

located in the Hartford, Connecticut metropolitan area. The parking garage was financed on April 6, 2000 through the issuance of $47.7 million of State of Connecticut special facility revenue bonds. The Bradley lease provides that we deposit with a trustee for the bondholders all gross revenues collected from operations of the surface and garage parking, and from these gross revenues, the trustee pays debt service on the special facility revenue bonds, operating and capital maintenance expenses of the surface and garage parking facilities and specific annual guaranteed minimum payments to the State. Principal and interest on the Bradley special facility revenue bonds increases from approximately $3.6 million in lease year 2002 to approximately $4.5 million in lease year 2025. Our annual guaranteed minimum payments to the State increase from approximately $8.3 million in lease year 2002 to approximately $13.2 million in lease year 2024.

        To the extent that monthly gross receipts are not sufficient for the trustee to make the required payments we are obligated, pursuant to our guaranty agreement, to deliver the deficiency amount to the trustee within three business days of notice. We are responsible for these deficiency payments regardless of the amount of utilization for the Bradley parking facilities. We made payments of $3.3 million in the year ended December 31, 2003 and $1.2 million in the period ended March 31, 2004, to cover these deficiency payments.

        We recorded $2.7 million as a valuation allowance related to long-term receivables for the year ended December 31, 2003, in an amount sufficient to cover all net receivables related to Bradley Airport, other than the guarantor payments. There was no additional allowance recorded in the period ended March 31, 2004. It is anticipated that we will continue to reflect a valuation allowance against these receivables until the collectibility in the short term is readily apparent.

5.    Special Charges

        Included in "Special Charges" in the accompanying condensed consolidated statements of operations are the following:

	Three Months Ended March 31, 2003		Three Months Ended March 31, 2004
Cost associated with prior year terminated locations	$	56	$	—
Parent company expenses		41		—
	$	97	$	—

        The 2003 special charges relate primarily to costs associated with prior year terminated contracts. There were no special charges incurred for the period ended March 31, 2004.

6.    Exchange and Recapitalization

        On January 11, 2002, Standard completed an unregistered exchange and recapitalization of a portion of its 9¹/4% Notes. Standard received gross cash proceeds of $20.0 million and retired $91.1 million of 9¹/4% Notes. In exchange, Standard issued $59.3 million of 14% Notes and 3,500 shares of 18% Senior Convertible Redeemable Series D Preferred Stock (Series D Preferred Stock), with a face value of $35.0 million which are redeemable at the option of the holder on or after June 15, 2008. In conjunction with the exchange, the

F-35

Company repaid $9.5 million of indebtedness under the Senior Credit Facility, paid $2.7 million in accrued interest relating to the $91.1 million of the 9¹/4% Senior Subordinated Notes due 2008 that were tendered, $9.7 million (including $1.3 million capitalized as debt issuance costs related to the amended and restated senior credit facility) in fees and expenses related to the exchange, which included a $3.0 million transaction advisory fee to AP Holdings, Inc. ("AP Holdings"), Standard's parent company, and a repurchase of $1.5 million of redeemable preferred stock held by AP Holdings. The fees and expenses of $9.7 million related to the exchange and the amended and restated senior credit facility were provided for in the period ended December 31, 2001. The Company repurchased $0.1 million of redeemable preferred stock held by AP Holdings on February 20, 2002, $0.9 million on June 17, 2002 and $2.4 million on September 9, 2003.

        The January 11, 2002 exchange offer and recapitalization and its effect were as follows:

	Senior subordinated 91/4% notes			Senior subordinated second lien 14% notes		Carrying value in excess of principal			Series D preferred stock 18%
Balance at December 31, 2001	$	140,000		$	—	$	—		$	—
Exchange of debt		(91,123	)		59,285		16,838			35,000
Swap of series C for D		—			—		—			5,000
Dividends accumulated		—			—		—			7,224
Amortization of carrying value		—			—		(2,657	)		—
PIK Notes issued and accrued		—			2,323		—			—
Balance at December 31, 2002	$	48,877		$	61,608	$	14,181		$	47,224

        The exchange offer and recapitalization were accounted for as a "modification of terms" type of troubled debt restructuring as prescribed by FASB Statement No. 15, Accounting by Debtors and Creditors for Troubled Debt Restructurings ("FAS 15"). Under FAS 15, an effective reduction in principal or accrued interest does not result in the debtor recording a gain as long as the future contractual payments (principal and interest combined) under the restructured debt or redeemable preferred stock issued (including dividends), are more than the carrying amount of the debt before the restructuring. In those circumstances, the carrying amount of the original debt or investment is not adjusted, and the effects of any changes are reflected in future periods as a reduction in interest expense. The effective interest rate is the discount rate that equates the present value of the future cash payments specified by the new terms with the unadjusted carrying amount of the debt.

        In addition, under FAS 15, when a debtor issues a redeemable equity interest in partial satisfaction of debt in conjunction with a modification of terms, the redeemable equity interest is treated similar to debt. Legal fees and other direct costs incurred by a debtor to effect a troubled debt restructuring are expensed as incurred, except for amounts incurred directly in granting an equity interest, if any.

        The accounting for this exchange under FAS 15 was as follows:

•

No gain was recognized by the Company for the excess of (a) the principal of the 14% notes exchanged for the 9¹/4% notes, over (b) the principal of the 9¹/4% notes.

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•

The excess, Carrying Value in Excess of Principal, remains part of the carrying value of the Company's debt, and is being amortized as a reduction to future interest expense using an effective interest rate applied to the combined balance of the notes.

        On April 10, 2002, the Company filed a registration statement to offer to exchange up to $59.3 million in aggregate principal amount of its registered 14% Notes (including unregistered notes paid as interest on unregistered notes). The registration statement, was declared effective by the Securities and Exchange Commission on June 28, 2002. The prospectus was supplemented on July 8, 2002 to increase the maximum amount of notes subject to the exchange to $60.3 million, thereby covering the notes issued as interest paid in kind on June 15, 2002. In connection with the exchange offer, which expired on August 9, 2002, all outstanding unregistered 14% Notes were exchanged for registered 14% Notes with substantially identical terms effective August 16, 2002.

7.    Borrowing Arrangements

        Long-term borrowings, in order of preference, consist of:

			Amount Outstanding (in thousands)
	Interest Rate(s)	Due Date	December 31, 2003		March 31, 2004
Senior Credit Facility	Various	June 2006	$	36,100	$	32,900
Senior Subordinated Second Lien Notes	14.00%	December 2006		57,455		58,029
Senior Subordinated Notes	91/4%	March 2008		48,877		48,877
Carrying value in excess of principal	Various	Various		10,155		9,437
Joint venture debentures	11.00-15.00%	Various		1,863		1,730
Capital lease obligations	Various	Various		4,418		4,201
Obligations on Seller notes and other	Various	Various		2,211		2,175
				161,079		157,349
Less current portion				2,840		2,790
			$	158,239	$	154,559

        The 14% Senior Subordinated Second Lien Notes ("14% Notes") were issued in August 2002 and are due in December 2006. The Notes are registered with the Securities and Exchange Commission. Interest accrues at the rate of 14% per annum and is payable semi-annually in a combination of cash and additional registered notes (the "PIK Notes"), in arrears on June 15 and December 15, commencing on June 15, 2002. Interest in the amount of 10% per annum is paid in cash, and interest in the amount of 4% per annum is paid in PIK Notes. We make each interest payment to the Holders of record on the immediately preceding June 1 and December 1. PIK Notes are issued in denominations of $100 principal amount and integral multiples of $100. The amount of PIK Notes issued is rounded down to the nearest $100 with any fractional amount refunded to the holder as cash.

        The 9¹/4% Senior Subordinated Notes (the "9¹/4% Notes") were issued in September of 1998 and are due in March of 2008. The Notes are registered with the Securities and Exchange Commission.

F-37

        A rollforward schedule of the 14% Notes, 9¹/4% Notes and Carrying value in excess of principal is as follows:

	Senior subordinated second lien 14% notes		Senior subordinated 91/4% notes		Carrying value in excess of principal
Balance at December 31, 2003	$	57,455	$	48,877	$	10,155
Amortization of carrying value		—		—		(718	)
PIK notes issued and accrued		574		—		—
Balance at March 31, 2004	$	58,029	$	48,877	$	9,437

        We entered into a Second Amended and Restated Credit Agreement as of August 28, 2003 with LaSalle Bank National Association, as agent and revolving lender, and Credit Suisse First Boston, as term loan lender. Credit Suisse First Boston has subsequently assigned all of its loans and rights as lender to several funds affiliated with GoldenTree Asset Management. This Second Amended and Restated Credit Agreement represents a restructuring of the prior $43.0 million senior credit facility.

        The senior credit facility consists of $65.0 million in revolving and term loans, specifically:

•

a $33.0 million revolving credit facility provided by LaSalle Bank, which will expire on June 30, 2006, including a letter of credit facility with a sublimit of $30.0 million or such greater amount as LaSalle Bank may agree to for letters of credit; and



•

a $32.0 million term loan held by GoldenTree Asset Management due in full on July 31, 2006.

        The revolving credit facility bears interest, at our option, at either LIBOR plus 4.50% or an adjusted base rate plus 2.25%. The term loan bears interest equal to the rate publicly announced from time to time by LaSalle Bank as its "prime rate," which cannot be less than 4.25% per annum, plus 6.75%. Accrued term loan interest is payable monthly in arrears. Pursuant to the terms of the credit agreement, we have elected to defer the cash payment of 3% per annum of term loan interest. The deferred amount, together with accrued interest thereon, is payable upon maturity of the term loan.

        The senior credit facility includes covenants that limit our ability to incur additional indebtedness, issue preferred stock or pay dividends and contains certain other restrictions on our activities. It is secured by substantially all of our existing and future domestic guarantor subsidiaries' existing and after-acquired assets, including a pledge of 100% of the stock of our existing and future domestic guarantor subsidiaries and 65% of the stock of our existing and future foreign subsidiaries, by a first priority pledge of all of our common stock owned by AP Holdings and by all other existing and after-acquired property of AP Holdings.

        If we identify investment opportunities requiring cash in excess of our cash flows and existing cash, we may borrow under our senior credit facility.

        At March 31, 2004 borrowings against the senior credit facility aggregated $32.9 million. In addition, there were $21.4 million of letters of credit outstanding, resulting in $10.7 million availability under the senior credit facility.

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        The 9¹/4% Notes, 14% Notes and senior credit facility contain covenants that limit Standard from incurring additional indebtedness and issuing preferred stock, restrict dividend payments, limit transactions with affiliates and restrict certain other transactions. Substantially all of Standard's net assets are restricted under these provisions and covenants (See Note 9).

        Consolidated joint ventures have entered into four agreements for stand-alone development projects providing nonrecourse funding. These joint venture debentures are collateralized by the specific contracts that were funded and approximate the net book value of the related assets.

        We have entered into various financing agreements, which were used for the purchase of equipment.

8.    Redeemable Preferred Stock

        In connection with the acquisition of the former Standard Parking and its affiliates on March 30, 1998, the Company received $40.7 million from AP Holdings in exchange for $70.0 million face amount of 11¹/4% Redeemable Preferred Stock (the "Series C preferred stock"). Cumulative preferred dividends are payable semi-annually at the rate of 11¹/4%. Any semi-annual dividend not declared or paid in cash automatically increases the liquidation preference of the stock by the amount of the unpaid dividend. We are required to redeem Series C preferred stock at the election of a holder of Series C preferred stock at any time after AP Holdings, Inc. redeems or is required to repurchase, pursuant to the terms of the Indenture, dated as of March 30, 1998, by and between AP Holdings, Inc. and State Street Bank and Trust Company, any of its 11¹/4% Senior Discount Notes Due 2008.

        The Series C preferred stock has an initial liquidation preference equal to $1,000,000 per share or $40.7 million in the aggregate. The Series C Preferred stock accrues dividends on a cumulative basis at 11¹/4% per year. At March 31, 2004, dividends in arrears were $35.2 million with a per share valuation of $1,945,085. Conversion may be fixed by resolution of the Board of Directors and the shares have no voting rights except as to alterations or changes that may adversely affect the holders of the Series C Preferred stock.

        In January 2002, we redeemed $1.5 million and $0.1 million of the Series C preferred stock held by AP Holdings in two separate transactions for cash of $1.6 million. On June 17, 2002, the Company redeemed an additional $0.9 million of Series C preferred stock held by AP Holdings for $0.9 million in cash. On September 9, 2003, the Company redeemed an additional $2.4 million of the Series C preferred stock held by

F-39

AP Holdings. The proceeds received by AP Holdings were used by it to repurchase, directly or indirectly, its outstanding 11¹/4% senior discount notes.

	Series C preferred stock 111/4% For the period ended
	December 31, 2003					March 31, 2004
	Shares		Value			Shares	Value
Beginning balance	33.2194		$	56,347		31.9004	$	60,389
Redemptions	(1.319	)		(2,413	)	—		—
Dividends accumulated	—			6,455		—		1,660
Ending balance	31.9004		$	60,389		31.9004	$	62,049

        On January 11, 2002, the Company, in connection with our recapitalization, issued 3,500 shares of the 18% Senior Convertible Redeemable Series D Preferred Stock (the "Series D Preferred") to Fiducia, Ltd. which has an initial liquidation preference equal to $10,000 per share or $35.0 million in the aggregate. The Series D Preferred stock accrues dividends on a cumulative basis at 18% per year. At March 31, 2004, dividends in arrears were $18.9 million with a per share valuation of $14,734. Conversion is upon occurrence of an IPO at a rate related to the IPO price and the shares have no voting rights except as to creation of any class or series of shares ranking senior to the Series D preferred stock. We are required to redeem Series D Preferred Stock at the election of the holder any time on or after June 15, 2008. The number of shares of Series D preferred stock authorized for issuance is 17,500.

        On March 11, 2002, we exchanged with the parent company $8.8 million of Series C preferred stock for $5.0 million of Series D preferred stock.

	Series D preferred stock 18% For the period ended
	December 31, 2003			March 31, 2004
	Shares	Value		Shares	Value
Beginning balance	4,000	$	47,224	4,000	$	56,399
Dividends accumulated	—		9,175	—		2,538
Ending balance	4,000	$	56,399	4,000	$	58,937

9.    Subsidiary Guarantors

        Substantially all of our direct or indirect wholly owned active domestic subsidiaries, fully, unconditionally, jointly and severally guarantee the senior credit facility, the 14% Notes and the 9¹/4% Notes discussed in Note 7. Separate financial statements of the guarantor subsidiaries are not separately presented because, in the opinion of management, such financial statements are not material to investors. The non-guarantor subsidiaries include joint ventures, wholly owned subsidiaries of our Company organized under the laws of foreign jurisdictions and inactive subsidiaries, all of which are included in the consolidated

F-40

financial statements. The following is summarized combining financial information for the guarantor and non-guarantor subsidiaries of our Company:

		Standard			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Total
Balance Sheet Data:
December 31, 2003
	Cash and cash equivalents	$	6,660		$	78	$	1,732		—		$	8,470
	Notes and accounts receivable		25,889			542		4,492		—			30,923
	Current assets		33,970			620		6,239		—			40,829
	Leaseholds and equipment, net		13,518			381		2,060		—			15,959
	Goodwill		110,032			3,545		3,813		—			117,390
	Investment in subsidiaries		8,573			—		—		(8,573	)		—
	Total assets		180,878			4,665		12,615		(8,573	)		189,585
	Accounts payable		23,201			321		1,449		—			24,971
	Current liabilities		43,948			984		5,140		—			50,072
	Long-term borrowings, excluding current portion		156,325			20		1,894		—			158,239
	Convertible redeemable preferred stock, series D		56,399			—		—		—			56,399
	Redeemable preferred stock, Series C		60,389			—		—		—			60,389
	Common stock subject to put/call rights		10,712			—		—		—			10,712
	Total common stockholders' (deficit) equity		(166,002	)		3,661		4,912		(8,573	)		(166,002	)
	Total liabilities and common stockholders' equity (deficit)		180,878			4,665		12,615		(8,573	)		189,585
March 31, 2004
	Cash and cash equivalents	$	5,713		$	149	$	1,796	$	—		$	7,658
	Notes and accounts receivable		25,904			357		5,930		—			32,191
	Current assets		33,148			506		7,753		—			41,407
	Leaseholds and equipment, net		12,733			346		1,849		—			14,928
	Goodwill		110,164			3,571		3,770		—			117,505
	Investment in subsidiaries		27,562			—		—		(27,562	)		—
	Total assets		199,180			4,524		13,839		(27,562	)		189,981
	Accounts payable		26,830			396		2,667		—			29,893
	Current liabilities		46,953			1,132		6,796		—			54,881
	Long-term borrowings, excluding current portion		152,853			18		1,688		—			154,559
	Convertible redeemable preferred stock, series D		58,937			—		—		—			58,937
	Redeemable preferred stock, series C		62,049			—		—		—			62,049
	Common stock subject to put/call rights		11,027			—		—		—			11,027

F-41

	Total common stockholders' (deficit) equity		(178,501	)		3,374			4,694			—			(170,433	)
	Total liabilities and common stockholders' equity (deficit)		199,180			4,524			13,839			(27,562	)		189,981
Income Statement Data:
Three Months Ended March 31, 2003
	Parking services revenue	$	109,396		$	17,657		$	3,403		$	—		$	130,456
	Cost of parking services		99,857			13,952			2,518			—			116,327
	General and administrative expenses		798			6,993			320			—			8,111
	Special charges		64			—			33			—			97
	Depreciation and amortization		1,221			471			198			—			1,890
	Management fee—parent company		750			—			—			—			750
	Operating income (loss)		6,706			(3,759	)		334			—			3,281
	Interest expense (income), net		3,945			(11	)		67			—			4,001
	Equity in earnings of subsidiaries		(3,652	)		—			—			3,652			—
	Net (loss) income		(963	)		(3,759	)		107			3,652			(963	)
Three Months Ended March 31, 2004
	Parking services revenue	$	134,233		$	5,542		$	3,940		$	—		$	143,715
	Cost of parking services		120,468			5,063			2,733			—			128,264
	General and administrative expenses		8,305			—			178			—			8,483
	Special charges		—			—			—			—			—
	Depreciation and amortization		1,364			54			168			—			1,586
	Management fee—parent company		750			—			—			—			750
	Operating income (loss)		3,346			425			861			—			4,632
	Interest expense (income), net		4,247			—			35			—			4,282
	Equity in earnings of subsidiaries		1,076			—			—			(1,076	)		—
	Net income (loss)		75			425			651			(1,076	)		75
Cash Flow Data:
Three Months Ended March 31, 2003
Net cash provided by operating activities		$	13,985		$	56		$	313		$	—		$	14,354
Investing activities:
	Purchase of leaseholds and equipment		(38	)		—			(1	)		—			(39	)
	Contingent purchase payments		(118	)		—			—			—			(118	)
Net cash used in investing activities			(156	)		—			(1	)		—			(157	)
	Financing activities:
	Payments on long-term borrowings		(12,318	)		—			—			—			(12,318	)
	Payments on joint venture borrowings		(181	)		—			—			—			(181	)
	Payments of debt issuance costs		(330	)		—			—			—			(330	)

F-42

	Payments on capital leases		(619	)		—		—			—		(619	)
Net cash used in financing activities			(13,448	)		—		—			—		(13,448	)
Effect of exchange rate changes			250			—		—			—		250
Increase in cash and cash equivalents			631			56		312			—		999
Three Months Ended March 31, 2004
Net cash provided by operating activities		$	3,134		$	71	$	209		$	—	$	3,414
Investing activities:
	Purchase of leaseholds and equipment		(175	)		—		—			—		(175	)
	Contingent purchase payments		(157	)		—		—			—		(157	)
	Net cash used in investing activities		(332	)		—		—			—		(332	)
	Financing activities:
	Payments on long-term borrowings		(3,218	)		—		(19	)		—		(3,237	)
	Payments on joint venture borrowings		—			—		(133	)		—		(133	)
	Payments on capital leases		(531	)		—		—			—		(531	)
	Net cash used in financing activities		(3,749	)		—		(152	)		—		(3,901	)
	Effect of exchange rate changes		—			—		7			—		7
	(Decrease) increase in cash and cash equivalents		(947	)		71		64			—		(812	)

F-43

4,100,000 Shares

STANDARD PARKING CORPORATION

Common Stock

Prospectus

                        , 2004

William Blair & Company
Thomas Weisel Partners LLC

        Until                        , 2004, all dealers that buy, sell or trade the common stock may be required to deliver a prospectus, regardless of whether they are participating in this offering. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Securities and Exchange Commission registration fee	$	8,869
National Association of Securities Dealers, Inc. fee	$	7,500
The NASDAQ Stock Market, Inc. listing fee	$	100,000
Accountants' fees and expenses	$	550,000
Legal fees and expenses	$	1,675,000
Blue Sky fees and expenses	$	2,000
Transfer Agent's fees and expenses	$	30,000
Printing and engraving expenses	$	350,000
Miscellaneous	$	250,000
Total expenses	$	2,973,369

*

Each of the expenses listed above is estimated except for the Securities and Exchange Commission registration fee.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Reference is made to Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL"), which permits a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director's fiduciary duty, except (i) for any breach of the director's fiduciary duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which the director derived an improper personal benefit. The Company's Amended and Restated Certificate of Incorporation contains the provisions permitted by Section 102(b)(7) of the DGCL.

        Reference is made to Section 145 of the DGCL which provides that a corporation may indemnify any persons, including directors and officers, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of another corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such director, officer, employee or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interest and, with respect to any criminal actions or proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify directors and/or officers in an action or suit by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the director or officer is adjudged to be liable to the corporation. Where a director or officer is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such director or officer actually and reasonably incurred.

        The above provisions of the DGCL are nonexclusive.

II-1

        Article VIII, Section 2(a) of the Company's Amended and Restated Certificate of Incorporation provides that the Company shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors. Any rights to indemnification conferred in Section 2 are contract rights and include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition, except that, if the DGCL requires, the payment of such expenses incurred by a director or officer in such capacity in advance of final disposition shall be made only upon delivery to the Company of an undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it is ultimately determined that such director or officer is not entitled to be indemnified under Section 2 or otherwise. By action of the board of directors, the Company may extend such indemnification to employees and agents of the Company.

        Article VIII, Section 2(d) of the Company's Amended and Restated Certificate of Incorporation provides that the Company may maintain insurance, at its expense, to protect itself and any director or officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the DGCL.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

        On January 11, 2002, we issued $59.3 million of our 14% Senior Subordinated Second Lien Notes due 2006 (the "14% Notes") in exchange for $56.1 million of our outstanding 9¹/4% Notes and approximately $20.0 million of cash proceeds. The 14% Notes were issued without registration in reliance on Section 4(2) of the Securities Act of 1933, as amended. The exemption was available on the basis that all exchanging holders represented that they were (i) a qualified institutional buyer as defined in Rule 144A under the Securities Act, (ii) an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3), or (7) under the Securities Act), or (iii) a non-U.S. person purchasing in a offshore transaction in reliance on Regulation S and the exchange was not, therefore, a public offering.

        On January 11, 2002, we issued 3,500 shares of our Series D Convertible Redeemable Preferred Stock (the "Series D Stock") to Fiducia Ltd. in exchange for $35,000,000 of our outstanding 9¹/4% Senior Subordinated Notes due 2008 (the "9¹/4% Notes") tendered pursuant to our exchange offer for our 9¹/4% Notes. The Series D Stock was issued without registration in reliance on Section 4(2) of the Securities Act of 1933, as amended. The exemption was available on the basis that Fiducia Ltd. represented that it was (i) a qualified institutional buyer as defined in Rule 144A under the Securities Act, (ii) an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3), or (7) under the Securities Act), or (iii) a non-U.S. person purchasing in a offshore transaction in reliance on Regulation S and the exchange was not, therefore, a public offering. Dividends accumulate at the rate of 18% per annum payable on March 1, June 1, September 1 and December 1. If, upon the occurrence of an initial public offering, we do not redeem all of the shares of the Series D Stock, we or, if we do not make an election, the holder thereof, may elect to convert all of such holder's shares of the Series D Stock into a number of shares of our capital stock offered in such initial public offering equal to, on a per-share basis, the quotient of 118% of the liquidation amount plus an amount equal to 118% of all accrued but unpaid dividends by the price per share of our capital stock sold in such initial public offering.

        Pursuant to our 2001 Stock Option Plan, as of January 30, 2002 we issued options to purchase 503.86 shares of our Series D Stock to eight of our employees and one employee of an affiliate at an exercise price of $5,600 per share. No underwriter was engaged in connection with the issuance of these securities. These sales were made in reliance upon the exemption from registration set forth in Section 4(2) of the Securities Act. This exemption was available because the issuance was made to a limited number of sophisticated offerees who had intimate knowledge of us and access to information

II-2

that would be included in a registration statement. We received no cash consideration in connection with the issuance of these options.

        On March 11, 2002, we issued 500 shares of our Series D Stock to AP Holdings, Inc. in exchange for shares of our Series C preferred stock on terms which we believe are no less favorable than what normally would be obtained through arms length transactions. The Series D Stock was issued without registration in reliance on Section 4(2) of the Securities Act of 1933, as amended. The exemption was available on the basis that the issued shares were offered solely to the existing majority stockholder of the Company and were not, therefore, the subject of a public offering. Dividends accumulate at the rate of 18% per annum payable on March 1, June 1, September 1 and December 1. If, upon the occurrence of an initial public offering, we do not redeem all of the shares of the Series D Stock, we or, if we do not make an election, the holder thereof, may elect to convert all of such holder's shares of the Series D Stock into a number of shares of our capital stock offered in such initial public offering equal to, on a per-share basis, the quotient of 118% of the liquidation amount plus an amount equal to 118% of all accrued but unpaid dividends by the price per share of our capital stock sold in such initial public offering.

        In connection with this offering, we issued 5,789,498.7 shares of our common stock to our parent company, Steamboat Industries LLC, in exchange for 8.2561 shares of our Series C preferred stock held by Steamboat Industries LLC. We subsequently retired the Series C preferred stock that we received in the exchange. We did not receive any proceeds from the issuance of the common stock. The common stock was issued without registration in reliance on Section 4(2) and Section 3(a)(9) of the Securities Act of 1933, as amended. The Section 4(2) exemption was available on the basis that the issued shares were offered solely to our existing majority stockholder and were not, therefore, the subject of a public offering. The Section 3(a)(9) exemption was available on the basis that we exchanged the common stock with an existing security holder when no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.

ITEM 16. EXHIBIT AND FINANCIAL STATEMENTS SCHEDULES

(a)

Exhibit Number	Description
1.1*	Form of Underwriting Agreement.
3.1***	Form of Second Amended and Restated Certificate of Incorporation of the Company.
3.2*	Form of Amended and Restated By-Laws of the Company.
4.1***	Specimen common stock certificate.
4.2	Indenture governing the Company's 14% Senior Subordinated Second Lien Notes Due 2006, dated as of January 11, 2002, by and among the Company, the Subsidiary Guarantors and Wilmington Trust Company (incorporated by reference to exhibit 4.15 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
4.3	Indenture governing the Company's 91/4% Senior Subordinated Notes due 2008, dated as of March 30, 1998, by and among the Company, the Subsidiary Guarantors and State Street Bank and Trust Company (incorporated by reference to exhibit 4.1 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).

II-3

4.3.1	Supplemental Indenture governing the Company's 91/4% Senior Subordinated Notes due 2008, dated as of July 1, 2002, by and among the Company, Standard Parking Corporation IL, Tower Parking, Inc., Virginia Parking Service, Inc. and State Street Bank and Trust Company (incorporated by reference to exhibit 4.1 of the Company's Quarterly Report on Form 10-Q filed for September 30, 2002).
4.3.2	Supplemental Indenture governing the Company's 91/4% Senior Subordinated Notes due 2008, dated as of January 11, 2002, by and among the Company, the Subsidiary Guarantors and State Street Bank and Trust Company (incorporated by reference to exhibit 4.2 of the Company's Registration Statement on Form S-4, File No. 333-86008, filed on April 10, 2002).
4.3.3	Supplemental Indenture, dated as of September 21, 1998, among Virginia Parking Service, Inc., the Company, and State Street Bank and Trust Company (incorporated by reference to exhibit 4.5 of the Company's Annual Report on Form 10-K filed for December 31, 1998).
4.3.4	Supplemental Indenture, dated as of July 6, 1998, among S&S Parking, Inc., Century Parking, Inc., Sentry Parking Corporation, the Company, and State Street Bank and Trust Company (incorporated by reference to exhibit 4.6 of the Company's Annual Report on Form 10-K filed for December 31, 1998).
5.1***	Legal Opinion of White & Case LLP as to the legality of the securities being issued.
8.1***	Legal Opinion of White & Case LLP as to certain tax matters.
10.1	Second Amended and Restated Credit Agreement dated as of August 28, 2003 by and among the Company, the Lenders and LaSalle Bank National Association (incorporated by reference to exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed for September 30, 2003).
10.1.1	First Amendment to Second Amended and Restated Credit Agreement dated as of March 11, 2004, by and among the Company, the Lenders and LaSalle Bank National Association (incorporated by reference to exhibit 10.1.1 to the Company's Annual Report on Form 10-K filed for December 31, 2003).
10.2	Stockholders Agreement, dated as of March 30, 1998, by and among Dosher Partners, L.P. and SP Associates, Holberg Industries, Inc., AP Holdings and the Company (incorporated by reference to exhibit 10.3 of the Company's Registration Statement on Form S-4/A, File No. 333-50437, filed on June 9, 1998).
10.2.1	Amendment to Stockholders Agreement, dated as of December 29, 2000 by and among Dosher Partners L.P., SP Associates, Holberg Industries, Inc., AP Holdings, Waverly Partners, L.P. and the Company (incorporated by reference to exhibit 3.3 of the Company's Form 10-K filed for December 31, 2001).
10.3	Employment Agreement, dated as of March 30, 1998 between the Company and Myron C. Warshauer (incorporated by reference to exhibit 10.6 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.4	Executive Employment Agreement, dated as of December 11, 1995 between the Company and Herbert W. Anderson (incorporated by reference to exhibit 10.10 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).

II-4

10.5	Employment Agreement, dated as of March 26, 1998 between the Company and Michael K. Wolf (incorporated by reference to exhibit 10.12 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.5.1**	Amendment to Employment Agreement, dated as of June 19, 2000 between the Company and Michael K. Wolf.
10.5.2	Second Amendment to Employment Agreement, dated as of December 6, 2000, between the Company and Michael K. Wolf, (incorporated by reference to exhibit 10.22 to the Company's Annual Report on Form 10-K filed for December 31, 2000).
10.5.3	Third Amendment to Employment Agreement, dated April 1, 2002 between the Company and Michael K. Wolf (incorporated by reference to exhibit 10.19.3 to the Company's Annual Report on Form 10-K filed for December 31, 2002).
10.5.4**	Fourth Amendment to Employment Agreement, dated December 31, 2003 between the Company and Michael K. Wolf.
10.6	Executive Employment Agreement, including Deferred Compensation Agreement, dated as of August 1, 1999 between Company and James A. Wilhelm (incorporated by reference to exhibit 10.14 of the Company's Annual Report of Form 10-K filed for December 31, 1999).
10.6.1	First Amendment to Executive Employment Agreement, dated as of April 25, 2001 between the Company and James A. Wilhelm (incorporated by reference to exhibit 10.20.1 to the Company's Annual Report on Form 10-K filed for December 31, 2002).
10.6.2	Second Amendment to Employment Agreement, dated as of October 19, 2001 between the Company and James A. Wilhelm (incorporated by reference to exhibit 10.33 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.6.3	Third Amendment to Executive Employment Agreement, dated as of January 31, 2002 between the Company and James A. Wilhelm (incorporated by reference to exhibit 10.34 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.6.4**	Fourth Amendment to Executive Employment Agreement, dated as of April 1, 2003 between the Company and James A. Wilhelm.
10.6.5*	Fifth Amendment to Executive Employment Agreement, dated as of April 30, 2004 between the Company and James A. Wilhelm.
10.7	Employment Agreement, dated May 18, 1998 between the Company and Robert N. Sacks (incorporated by reference to exhibit 10.24 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.7.1	First Amendment to Employment Agreement, dated as of November 7, 2001 between the Company and Robert N. Sacks (incorporated by reference to exhibit 10.25 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.7.2**	Second Amendment to Employment Agreement, dated as of August 1, 2003 between the Company and Robert N. Sacks.

II-5

10.8	Amended and Restated Executive Employment Agreement, dated as of December 1, 2002 between the Company and John Ricchiuto (incorporated by reference to exhibit 10.22.2 of the Company's Annual Report on Form 10-K filed for December 31, 2002).
10.9	Employment Agreement between the Company and Steven A. Warshauer (incorporated by reference to exhibit 10.17 to the Company's Annual Report on Form 10-K filed for December 31, 1999).
10.9.1	First Amendment to Employment Agreement, dated as of June 1, 2002 between the Company and Steven A. Warshauer (incorporated by reference to exhibit 10.23.1 to the Company's Annual Report on Form 10-K filed for December 31, 2002).
10.10**	Employment Agreement, dated as of August 1, 1999 between the Company and Edward E. Simmons.
10.11	Amended and Restated Employment Agreement between the Company and G. Marc Baumann (incorporated by reference to exhibit 10.27 to the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.12*	Long-Term Incentive Plan dated as of May 1, 2004.
10.13	Consulting Agreement, dated as of March 30, 1998 between the Company and Sidney Warshauer (incorporated by reference to exhibit 10.15 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.14	Consulting Agreement, dated as of October 16, 2001 between the Company and Shoreline Enterprises, LLC (incorporated by reference to exhibit 10.36 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.15	Stock Option Agreement, dated as of March 30, 1998 by and between the Company and Myron C. Warshauer (incorporated by reference to exhibit 10.32 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.16	Consulting Engagement Agreement dated January 11, 2002 between the Company and AP Holdings (incorporated by reference to exhibit 10.35 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.17	Executive Parking Management Agreement, dated as of May 1, 1998 by and among the Company, D&E Parking, Edward E. Simmons and Dale G. Stark (incorporated by reference to exhibit 10.32 of the Company's Annual Report on Form 10-K filed for December 31, 2002).
10.17.1	First Amendment to Executive Parking Management Agreement, dated as of August 1, 1999 by and among the Company, D&E Parking, Edward E. Simmons and Dale G. Stark (incorporated by reference to exhibit 10.32.1 to the Company's Annual Report on Form 10-K filed for December 31, 2002).
10.18	Management Agreement dated September 19, 2000 and First Amendment to Management Agreement dated June 9, 2003 between the Company and Circle Line Sightseeing Yachts, Inc. (incorporated by reference to exhibit 10.2 of the Company's Quarterly Report on Form 10-Q filed for June 30, 2003).
10.19**	Property Management Agreement, dated as of September 1, 2003 between the Company and Paxton Plaza, LLC.

II-6

10.20**	Property Management Agreement, dated as of September 1, 2003 between the Company and Infinity Equities, LLC.
10.21**	Agreement of Lease, dated as of June 4, 1998 between the Company and LaSalle National Bank, as successor trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank.
10.21.1**	First Amendment to Agreement of Lease, dated as of May 1, 1999 between the Company and LaSalle National Bank, as successor trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank.
10.21.2**	Second Amendment to Agreement of Lease, dated as of July 27, 2000 between the Company and LaSalle National Bank, as successor trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank.
10.21.3**	Third Amendment to Agreement of Lease, dated as of September 11, 2003 between the Company and LaSalle National Bank, as successor trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank.
10.22	Exchange and Amendment Agreement dated November 20, 2001 by and among the Company and Fiducia Ltd. (incorporated by reference to exhibit 10.30 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.23***	Form of Employment Agreement between the Company and John V. Holten.
10.24*	Consulting Agreement, dated as of March 1, 2004 between the Company and Gunnar E. Klintberg.
10.26***	Registration Rights Agreement, dated as of May     , 2004 between the Company and Steamboat Industries LLC.
10.27***	Exchange Agreement, dated as of May 4, 2004 between the Company and Steamboat Industries LLC.
10.28***	Purchase Agreement, dated as of May 10, 2004 between the Company and Myron C. Warshauer.
10.29***	Promissory Note, dated May 10, 2004 by the Company in the amount of $5.0 million.
21.1**	Subsidiaries of the Company.
23.1*	Consent of Ernst & Young LLP.
23.2***	Consent of White & Case LLP (included in exhibit 5.1).
24.1	Power of Attorney (included in Part II of this Registration Statement).
99.1*	Consent of Charles L. Biggs.
99.2*	Consent of Karen M. Garrison.
99.3*	Consent of Leif L. Onarheim.
99.4*	Consent of A. Petter Østberg.
99.5*	Consent of Robert S. Roath.

*

Filed herewith.

**

Previously filed.

***

To be filed by amendment.

(b)

Financial Statement Schedules

II-7

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

(In Thousands)

				Additions
		Balance at Beginning of Year		Charged to Costs and Expenses		Charged to Other Accounts		Deductions(1)			Balance at End of Year
Year ended December 31, 2001:
	Deducted from asset accounts Allowance for doubtful accounts	$	2,056	$	—	$	—	$	(786	)	$	1,288
Year ended December 31, 2002:
	Deducted from asset accounts Allowance for doubtful accounts		1,288		473		—		(74	)		1,687
Year ended December 31, 2003:
	Deducted from asset accounts Allowance for doubtful accounts		1,687		3,849		—		(2,228	)		3,308

(1)

Represents uncollectible account written off, net of recoveries and reversal of provision.

        We have audited the consolidated financial statements of Standard Parking Corporation (the "Company") as of December 31, 2002 and 2003, and for each of the three years in the period ended December 31, 2003, and have issued our report thereon dated March 5, 2004 (included elsewhere in this Registration Statement). Our audits also included the financial statement schedule listed in Item 16(b) of this Registration Statement. This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits.

        In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

March 5, 2004
Chicago, Illinois ERNST & YOUNG LLP

ITEM 17. UNDERTAKINGS

        The undersigned Registrants hereby undertake:

        (a)    To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

        (b)    That, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to

II-8

a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        (c)    (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

        (2)    For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-9

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Chicago, State of Illinois on May 10, 2004.

STANDARD PARKING CORPORATION
By:	/s/  JAMES W. WILHELM
	Name:  James A. Wilhelm Title:  President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  JAMES A. WILHELM James A. Wilhelm	President, Chief Executive Officer and Director	May 10, 2004
/s/  JOHN V. HOLTEN John V. Holten	Chairman and Director	May 10, 2004
/s/  G. MARC BAUMANN G. Marc Baumann	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	May 10, 2004
/s/  DANIEL R. MEYER Daniel R. Meyer	Senior Vice President, Corporate Controller and Assistant Treasurer (Principal Accounting Officer)	May 10, 2004
/s/  GUNNAR E. KLINTBERG Gunnar E. Klintberg	Vice President and Director	May 10, 2004

II-10

INDEX TO EXHIBITS

Exhibit Number	Description
1.1*	Form of Underwriting Agreement.
3.1***	Form of Second Amended and Restated Certificate of Incorporation of the Company.
3.2*	Form of Amended and Restated By-Laws of the Company.
4.1***	Specimen common stock certificate.
4.2	Indenture governing the Company's 14% Senior Subordinated Second Lien Notes Due 2006, dated as of January 11, 2002, by and among the Company, the Subsidiary Guarantors and Wilmington Trust Company (incorporated by reference to exhibit 4.15 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
4.3	Indenture governing the Company's 91/4% Senior Subordinated Notes due 2008, dated as of March 30, 1998, by and among the Company, the Subsidiary Guarantors and State Street Bank and Trust Company (incorporated by reference to exhibit 4.1 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
4.3.1	Supplemental Indenture governing the Company's 91/4% Senior Subordinated Notes due 2008, dated as of July 1, 2002, by and among the Company, Standard Parking Corporation IL, Tower Parking, Inc., Virginia Parking Service, Inc. and State Street Bank and Trust Company (incorporated by reference to exhibit 4.1 of the Company's Quarterly Report on Form 10-Q filed for September 30, 2002).
4.3.2	Supplemental Indenture governing the Company's 91/4% Senior Subordinated Notes due 2008, dated as of January 11, 2002, by and among the Company, the Subsidiary Guarantors and State Street Bank and Trust Company (incorporated by reference to exhibit 4.2 of the Company's Registration Statement on Form S-4, File No. 333-86008, filed on April 10, 2002).
4.3.3	Supplemental Indenture, dated as of September 21, 1998, among Virginia Parking Service, Inc., the Company, and State Street Bank and Trust Company (incorporated by reference to exhibit 4.5 of the Company's Annual Report on Form 10-K filed for December 31, 1998).
4.3.4	Supplemental Indenture, dated as of July 6, 1998, among S&S Parking, Inc., Century Parking, Inc., Sentry Parking Corporation, the Company, and State Street Bank and Trust Company (incorporated by reference to exhibit 4.6 of the Company's Annual Report on Form 10-K filed for December 31, 1998).
5.1***	Legal Opinion of White & Case LLP as to the legality of the securities being issued.
8.1***	Legal Opinion of White & Case LLP as to certain tax matters.
10.1	Second Amended and Restated Credit Agreement dated as of August 28, 2003 by and among the Company, the Lenders and LaSalle Bank National Association (incorporated by reference to exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed for September 30, 2003).
10.1.1	First Amendment to Second Amended and Restated Credit Agreement dated as of March 11, 2004, by and among the Company, the Lenders and LaSalle Bank National Association (incorporated by reference to exhibit 10.1.1 to the Company's Annual Report on Form 10-K filed for December 31, 2003).

II-11

10.2	Stockholders Agreement, dated as of March 30, 1998, by and among Dosher Partners, L.P. and SP Associates, Holberg Industries, Inc., AP Holdings and the Company (incorporated by reference to exhibit 10.3 of the Company's Registration Statement on Form S-4/A, File No. 333-50437, filed on June 9, 1998).
10.2.1	Amendment to Stockholders Agreement, dated as of December 29, 2000 by and among Dosher Partners L.P., SP Associates, Holberg Industries, Inc., AP Holdings, Waverly Partners, L.P. and the Company (incorporated by reference to exhibit 3.3 of the Company's Form 10-K filed for December 31, 2001).
10.3	Employment Agreement, dated as of March 30, 1998 between the Company and Myron C. Warshauer (incorporated by reference to exhibit 10.6 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.4	Executive Employment Agreement, dated as of December 11, 1995 between the Company and Herbert W. Anderson (incorporated by reference to exhibit 10.10 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.5	Employment Agreement, dated as of March 26, 1998 between the Company and Michael K. Wolf (incorporated by reference to exhibit 10.12 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.5.1**	Amendment to Employment Agreement, dated as of June 19, 2000 between the Company and Michael K. Wolf.
10.5.2	Second Amendment to Employment Agreement, dated as of December 6, 2000, between the Company and Michael K. Wolf, (incorporated by reference to exhibit 10.22 to the Company's Annual Report on Form 10-K filed for December 31, 2000).
10.5.3	Third Amendment to Employment Agreement, dated April 1, 2002 between the Company and Michael K. Wolf (incorporated by reference to exhibit 10.19.3 to the Company's Annual Report on Form 10-K filed for December 31, 2002).
10.5.4**	Fourth Amendment to Employment Agreement, dated December 31, 2003 between the Company and Michael K. Wolf.
10.6	Executive Employment Agreement, including Deferred Compensation Agreement, dated as of August 1, 1999 between Company and James A. Wilhelm (incorporated by reference to exhibit 10.14 of the Company's Annual Report of Form 10-K filed for December 31, 1999).
10.6.1	First Amendment to Executive Employment Agreement, dated as of April 25, 2001 between the Company and James A. Wilhelm (incorporated by reference to exhibit 10.20.1 to the Company's Annual Report on Form 10-K filed for December 31, 2002).
10.6.2	Second Amendment to Employment Agreement, dated as of October 19, 2001 between the Company and James A. Wilhelm (incorporated by reference to exhibit 10.33 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.6.3	Third Amendment to Executive Employment Agreement, dated as of January 31, 2002 between the Company and James A. Wilhelm (incorporated by reference to exhibit 10.34 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.6.4**	Fourth Amendment to Executive Employment Agreement, dated as of April 1, 2003 between the Company and James A. Wilhelm.

II-12

10.6.5*	Fifth Amendment to Executive Employment Agreement, dated as of April 30, 2004 between the Company and James A. Wilhelm.
10.7	Employment Agreement, dated May 18, 1998 between the Company and Robert N. Sacks (incorporated by reference to exhibit 10.24 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.7.1	First Amendment to Employment Agreement, dated as of November 7, 2001 between the Company and Robert N. Sacks (incorporated by reference to exhibit 10.25 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.7.2**	Second Amendment to Employment Agreement, dated as of August 1, 2003 between the Company and Robert N. Sacks.
10.8	Amended and Restated Executive Employment Agreement, dated as of December 1, 2002 between the Company and John Ricchiuto (incorporated by reference to exhibit 10.22.2 of the Company's Annual Report on Form 10-K filed for December 31, 2002).
10.9	Employment Agreement between the Company and Steven A. Warshauer (incorporated by reference to exhibit 10.17 to the Company's Annual Report on Form 10-K filed for December 31, 1999).
10.9.1	First Amendment to Employment Agreement, dated as of June 1, 2002 between the Company and Steven A. Warshauer (incorporated by reference to exhibit 10.23.1 to the Company's Annual Report on Form 10-K filed for December 31, 2002).
10.10**	Employment Agreement, dated as of August 1, 1999 between the Company and Edward E. Simmons.
10.11	Amended and Restated Employment Agreement between the Company and G. Marc Baumann (incorporated by reference to exhibit 10.27 to the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.12*	Long-Term Incentive Plan dated as of May 1, 2004.
10.13	Consulting Agreement, dated as of March 30, 1998 between the Company and Sidney Warshauer (incorporated by reference to exhibit 10.15 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.14	Consulting Agreement, dated as of October 16, 2001 between the Company and Shoreline Enterprises, LLC (incorporated by reference to exhibit 10.36 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.15	Stock Option Agreement, dated as of March 30, 1998 by and between the Company and Myron C. Warshauer (incorporated by reference to exhibit 10.32 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.16	Consulting Engagement Agreement dated January 11, 2002 between the Company and AP Holdings (incorporated by reference to exhibit 10.35 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.17	Executive Parking Management Agreement, dated as of May 1, 1998 by and among the Company, D&E Parking, Edward E. Simmons and Dale G. Stark (incorporated by reference to exhibit 10.32 of the Company's Annual Report on Form 10-K filed for December 31, 2002).

II-13

10.17.1	First Amendment to Executive Parking Management Agreement, dated as of August 1, 1999 by and among the Company, D&E Parking, Edward E. Simmons and Dale G. Stark (incorporated by reference to exhibit 10.32.1 to the Company's Annual Report on Form 10-K filed for December 31, 2002).
10.18	Management Agreement dated September 19, 2000 and First Amendment to Management Agreement dated June 9, 2003 between the Company and Circle Line Sightseeing Yachts, Inc. (incorporated by reference to exhibit 10.2 of the Company's Quarterly Report on Form 10-Q filed for June 30, 2003).
10.19**	Property Management Agreement, dated as of September 1, 2003 between the Company and Paxton Plaza, LLC.
10.20**	Property Management Agreement, dated as of September 1, 2003 between the Company and Infinity Equities, LLC.
10.21**	Agreement of Lease, dated as of June 4, 1998 between the Company and LaSalle National Bank, as successor trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank.
10.21.1**	First Amendment to Agreement of Lease, dated as of May 1, 1999 between the Company and LaSalle National Bank, as successor trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank.
10.21.2**	Second Amendment to Agreement of Lease, dated as of July 27, 2000 between the Company and LaSalle National Bank, as successor trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank.
10.21.3**	Third Amendment to Agreement of Lease, dated as of September 11, 2003 between the Company and LaSalle National Bank, as successor trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank.
10.22	Exchange and Amendment Agreement dated November 20, 2001 by and among the Company and Fiducia Ltd. (incorporated by reference to exhibit 10.30 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.23***	Form of Employment Agreement between the Company and John V. Holten.
10.24*	Form of Consulting Agreement, dated as of March 1, 2004 between the Company and Gunnar E. Klintberg.
10.26***	Registration Rights Agreement, dated as of May     , 2004 between the Company and Steamboat Industries LLC.
10.27***	Exchange Agreement, dated as of May 4, 2004 between the Company and Steamboat Industries LLC.
10.28***	Purchase Agreement, dated as of May 10, 2004 between the Company and Myron C. Warshauer.
10.29***	Promissory Note, dated May 10, 2004 by the Company in the amount of $5.0 million.
21.1**	Subsidiaries of the Company.
23.1*	Consent of Ernst & Young LLP.
23.2***	Consent of White & Case LLP (included in exhibit 5.1).

II-14

24.2	Power of Attorney (included in Part II of this Registration Statement).
99.1*	Consent of Charles L. Biggs.
99.2*	Consent of Karen M. Garrison.
99.3*	Consent of Leif L. Onarheim.
99.4*	Consent of A. Petter Østberg.
99.5*	Consent of Robert S. Roath.

*

Filed herewith.

**

Previously filed.

***

To be filed by amendment.

II-15

QuickLinks

TABLE OF CONTENTS
SUMMARY
RISK FACTORS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
DIVIDEND POLICY
CAPITALIZATION
DILUTION
SELECTED CONSOLIDATED FINANCIAL DATA
COMPANY HISTORY
OWNERSHIP RECAPITALIZATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
BUSINESS
MANAGEMENT
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
PRINCIPAL AND SELLING STOCKHOLDERS
DESCRIPTION OF CAPITAL STOCK
MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-UNITED STATES HOLDERS OF COMMON STOCK
SHARES ELIGIBLE FOR FUTURE SALE
UNDERWRITING
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO FINANCIAL STATEMENTS
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
STANDARD PARKING CORPORATION CONSOLIDATED BALANCE SHEETS (In Thousands, Except for Share Data)
STANDARD PARKING CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands)
STANDARD PARKING CORPORATION CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' DEFICIT (In Thousands, Except for Share Data)
STANDARD PARKING CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands)
STANDARD PARKING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 2001, 2002 and 2003 (In thousands)
STANDARD PARKING CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except for share and per share data)
STANDARD PARKING CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except for share and per share data, unaudited)
STANDARD PARKING CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, except for share and per share data, unaudited)
STANDARD PARKING CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of and for Period Ending March 31, 2004 (in thousands except for share and per share data, unaudited)
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (In Thousands)
SIGNATURES
INDEX TO EXHIBITS

EX-1.1

                                                                     Exhibit 1.1


                          STANDARD PARKING CORPORATION
                         4,100,000 Shares Common Stock(1)


                             UNDERWRITING AGREEMENT

                                                            ______________, 2004


William Blair & Company, L.L.C.
Thomas Weisel Partners L.L.C.
     As Representatives of the Several
     Underwriters Named in Schedule A
c/o William Blair & Company, L.L.C.
222 West Adams Street
Chicago, Illinois 60606


Ladies and Gentlemen:


          SECTION 1.   INTRODUCTORY. Standard Parking Corporation ("COMPANY") a
Delaware corporation, has an authorized capital stock consisting of [__________]
shares, $[________] par value, of Common Stock (the "COMMON STOCK"), of which
[________] shares were outstanding as of [____________ ____], 2004, and
[_________] shares, $[________] par value, of Preferred Stock (the "PREFERRED
STOCK"), of which [_________] shares were outstanding as of [_____________
____], 2004. In connection with the offering described herein, the Company will
redeem or otherwise retire all of its outstanding shares of Preferred Stock. The
Company proposes to issue and sell 4,100,000 shares of its authorized but
unissued Common Stock ("FIRM SHARES") to the several underwriters named in
Schedule A, as it may be amended by the Pricing Agreement hereinafter defined
("UNDERWRITERS"), who are acting severally and not jointly. In addition, the
Company and Steamboat Industries LLC (the "SELLING STOCKHOLDER")(2) propose to
grant to the Underwriters an option to purchase up to 615,000 additional
shares of Common Stock ("OPTION SHARES"), as provided in Section 5 hereof. The
Firm Shares and, to the extent such option is exercised, the Option Shares, are
hereinafter collectively referred to as the "SHARES."

     You have advised the Company and the Selling Stockholder that the
Underwriters propose to make a public offering of their respective portions of
the Shares as soon as you deem advisable after the registration statement
hereinafter referred to becomes effective, if it has not yet become effective,
and the Pricing Agreement hereinafter defined has been executed and delivered.

- ----------
(1) Plus an option to acquire up to 615,000 additional shares to cover
    overallotments.
(2) The Selling Stockholder will only sell shares in the offering described
    herein if the Underwriters exercise their option to purchase Option Shares.



     Prior to the purchase and public offering of the Shares by the several
Underwriters, the Company, the Selling Stockholder and the Representatives,
acting on behalf of the several Underwriters, shall enter into an agreement
substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The
Pricing Agreement may take the form of an exchange of any standard form of
written telecommunication between the Company, the Selling Stockholder and the
Representatives and shall specify such applicable information as is indicated in
Exhibit A hereto. The offering of the Shares will be governed by this Agreement,
as supplemented by the Pricing Agreement. From and after the date of the
execution and delivery of the Pricing Agreement, this Agreement shall be deemed
to incorporate the Pricing Agreement.

     William Blair & Company has agreed to reserve out of the Shares set forth
opposite its name on Schedule A to this Agreement, up to 615,000 Shares for
sale to the Company's business associates and other parties related to or
associated with the Company, as set forth in the Prospectus under the heading
"Underwriting" (the "DIRECTED SHARE PROGRAM"). The Shares to be sold by William
Blair & Company and its affiliates pursuant to the Directed Share Program are
hereinafter referred to as the "DIRECTED SHARES." Any Directed Shares not orally
confirmed for purchase by any participants in the Directed Share Program by the
end of the business day on which this Agreement is executed will be offered to
the public by the Underwriters as set forth in the Prospectus.

     The Company and the Selling Stockholder hereby confirm their agreements
with the Underwriters as follows:

          SECTION 2.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The
Company represents and warrants to the several Underwriters that:

               (a)    A registration statement on Form S-1 (File No. 333-112652)
     and a related preliminary prospectus with respect to the Shares have been
     prepared and filed with the Securities and Exchange Commission
     ("COMMISSION") by the Company in conformity in all material respects with
     the requirements of the Securities Act of 1933, as amended, and the rules
     and regulations of the Commission thereunder (collectively, the "1933 ACT;"
     unless otherwise specified, all references herein to specific rules are
     rules promulgated under the 1933 Act); and the Company has so prepared and
     has filed such amendments thereto, if any, and such amended preliminary
     prospectuses as may have been required to the date hereof. If the Company
     has elected not to rely upon Rule 430A, the Company has prepared and will
     promptly file an amendment to the registration statement and an amended
     prospectus. If the Company has elected to rely upon Rule 430A, it will
     prepare and file a prospectus pursuant to Rule 424(b) that discloses the
     information previously omitted from the prospectus in reliance upon Rule
     430A. There have been or will promptly be delivered to you three signed
     copies of such registration statement and amendments, three copies of each
     exhibit filed therewith, and conformed copies of such registration
     statement and amendments (but without exhibits) and of the related
     preliminary prospectus or prospectuses and final forms of prospectus for
     each of the Underwriters.

                                       -2-


                      Such registration statement (as amended, if applicable)
     at the time it becomes effective and the prospectus constituting a part
     thereof (including the information, if any, deemed to be part thereof
     pursuant to Rule 430A(b) and/or Rule 434), as from time to time amended or
     supplemented, are hereinafter referred to as the "REGISTRATION STATEMENT,"
     and the "PROSPECTUS," respectively, except that if any revised prospectus
     shall be provided to the Underwriters by the Company for use in connection
     with the offering of the Shares which differs from the Prospectus on file
     at the Commission at the time the Registration Statement became or becomes
     effective (whether or not such revised prospectus is required to be filed
     by the Company pursuant to Rule 424(b)), the term Prospectus shall refer to
     such revised prospectus from and after the time it was provided to the
     Underwriters for such use. If the Company elects to rely on Rule 434 of the
     1933 Act, all references to "Prospectus" shall be deemed to include,
     without limitation, the form of prospectus and the term sheet, taken
     together, provided to the Underwriters by the Company in accordance with
     Rule 434 of the 1933 Act ("RULE 434 PROSPECTUS"). Any registration
     statement (including any amendment or supplement thereto or information
     which is deemed part thereof) filed by the Company under Rule 462(b) ("RULE
     462(b) REGISTRATION STATEMENT") shall be deemed to be part of the
     "Registration Statement" as defined herein, and any prospectus (including
     any amendment or supplement thereto or information which is deemed part
     thereof) included in such registration statement shall be deemed to be part
     of the "Prospectus", as defined herein, as appropriate. The Securities
     Exchange Act of 1934, as amended, and the rules and regulations of the
     Commission thereunder are hereinafter collectively referred to as the
     "EXCHANGE ACT."

               (b)    The Commission has not issued any order preventing or
     suspending the use of any preliminary prospectus, and each preliminary
     prospectus has conformed in all material respects with the requirements of
     the 1933 Act and, as of its date, has not included any untrue statement of
     a material fact or omitted to state a material fact necessary to make the
     statements therein, in light of the circumstances in which they were made,
     not misleading; and when the Registration Statement became or becomes
     effective, and at all times subsequent thereto, up to the First Closing
     Date or the Second Closing Date, hereinafter defined, as the case may be,
     the Registration Statement, including the information deemed to be part of
     the Registration Statement at the time of effectiveness pursuant to Rule
     430A(b), if applicable, and the Prospectus and any amendments or
     supplements thereto, contained or will contain all statements that are
     required to be stated therein in accordance with the 1933 Act and in all
     material respects conformed or will in all material respects conform to the
     requirements of the 1933 Act, and neither the Registration Statement nor
     the Prospectus, nor any amendment or supplement thereto, included or will
     include any untrue statement of a material fact or omitted or will omit to
     state a material fact required to be stated therein or necessary to make
     the statements therein not misleading; PROVIDED, HOWEVER, that the Company
     makes no representation or warranty as to information contained in or
     omitted from any preliminary prospectus, the Registration Statement, the
     Prospectus or any such amendment or supplement in reliance upon and in
     conformity with written information furnished to the Company by or on
     behalf of any Underwriter through the Representatives specifically for use
     in the preparation thereof.

                                       -3-


               (c)    The Company and each of the subsidiaries listed on
     Schedule B, which includes, without limitation, each "significant
     subsidiary" of the Company (as such term is defined in Rule 1-02 of
     Regulation S-X), (each a "SIGNIFICANT SUBSIDIARY" and collectively the
     "SIGNIFICANT SUBSIDIARIES"), have been duly incorporated and are validly
     existing as corporations in good standing under the laws of their
     respective places of incorporation, with corporate power and authority to
     own their properties and conduct their business as described in the
     Prospectus, except where any failure to be in good standing would not have
     a material adverse effect upon the condition (financial or otherwise) or
     results of operations of the Company and its subsidiaries taken as a whole
     (a "MATERIAL ADVERSE EFFECT"); the Company and each of its Significant
     Subsidiaries are duly qualified to do business as foreign corporations
     under the corporation law of, and are in good standing as such in, each
     jurisdiction in which they own or lease substantial properties, have an
     office, or in which substantial business is conducted and such
     qualification is required except where the failure to so qualify or be in
     good standing would not have a Material Adverse Effect; and no proceeding
     of which the Company has knowledge has been instituted in any such
     jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit
     or curtail, such power and authority or qualification except as would not
     have a Material Adverse Effect.

               (d)    Except as disclosed in the Registration Statement, the
     Company owns directly or indirectly 100 percent of the issued and
     outstanding capital stock of each of its Significant Subsidiaries, free and
     clear of any claims, liens, encumbrances or security interests and all of
     such capital stock has been duly authorized and validly issued and is fully
     paid and nonassessable.

               (e)    The issued and outstanding shares of capital stock of the
     Company as set forth in the Prospectus have been duly authorized and
     validly issued, are fully paid and nonassessable, and conform to the
     description thereof contained in the Prospectus.

               (f)    The Shares have been duly authorized and when issued,
     delivered and paid for pursuant to this Agreement, will be validly issued,
     fully paid and nonassessable, and will conform to the description thereof
     contained in the Prospectus.

               (g)    The making and performance by the Company of this
     Agreement and the Pricing Agreement and the consummation of the
     transactions contemplated in the Prospectus, including the transactions
     described in the section of the Prospectus entitled "Ownership
     Recapitalization" (the "OWNERSHIP RECAPITALIZATION TRANSACTIONS"), have
     been duly authorized by all necessary corporate action and will not (i)
     violate any provision of the Company's charter or bylaws, (ii) result in
     the breach, or be in contravention, of any provision of any agreement,
     franchise, license, indenture, mortgage, deed of trust, or other instrument
     to which the Company or any Significant Subsidiary is a party or by which
     the Company, any Significant Subsidiary or the property of any of them may
     be bound or affected, except to the extent such breach would not have a
     Material Adverse Effect, (iii) violate any order, rule or regulation
     applicable to the Company or any Significant Subsidiary of any

                                       -4-


     court or regulatory body, administrative agency or other governmental body
     having jurisdiction over the Company or any subsidiary or any of their
     respective properties, except to the extent such violation would not have a
     Material Adverse Effect, or (iv) violate any order of any court or
     governmental agency or authority entered in any proceeding to which the
     Company or any Significant Subsidiary was or is now a party or by which it
     is bound, except to the extent such violation would not have a Material
     Adverse Effect. No consent, approval, authorization or other order of any
     court, regulatory body, administrative agency or other governmental body is
     required for the consummation of the Ownership Recapitalization
     Transactions or the execution and delivery of this Agreement or the Pricing
     Agreement or the consummation of the transactions contemplated herein or
     therein, except such as have been obtained under the 1933 Act in connection
     with the purchase and distribution of such Shares by the Underwriters and
     such as may be required under applicable blue sky laws in connection with
     the purchase and distribution of such Shares by the Underwriters and the
     Ownership Recapitalization Transactions and the clearance of the offering
     of the Shares with the National Association of Securities Dealers, Inc.
     ("NASD"). This Agreement has been duly executed and delivered by the
     Company.

               (h)    The accountants who have expressed their opinions with
     respect to certain of the financial statements and schedules included in
     the Registration Statement are independent accountants as required by the
     1933 Act.

               (i)    The consolidated financial statements and schedules of the
     Company included in the Registration Statement present fairly, in all
     material respects, the consolidated financial position of the Company as of
     the respective dates of such financial statements, and the consolidated
     results of operations and cash flows of the Company for the respective
     periods covered thereby, all in conformity with generally accepted
     accounting principles consistently applied throughout the periods involved,
     except as disclosed in the Prospectus; and the supporting schedules
     included in the Registration Statement present fairly, in all material
     respects, the information required to be stated therein. The financial
     information set forth in the Prospectus under "Selected Consolidated
     Financial Data" presents fairly, in all material respects, on the basis
     stated in the Prospectus, the information set forth therein.

                      The pro forma financial statements and other pro forma
     information included in the Prospectus present fairly, in all material
     respects, the information shown therein, have been prepared in accordance
     with generally accepted accounting principles and the Commission's rules
     and guidelines with respect to pro forma financial statements and other pro
     forma information, have been properly compiled on the pro forma basis
     described therein, and, in the opinion of the Company, the assumptions used
     in the preparation thereof are reasonable and the adjustments used therein
     are appropriate under the circumstances.

                                       -5-


               (j)    Neither the Company nor any Significant Subsidiary is in
     violation of its charter or in default under any consent decree, or in
     default with respect to any material provision of any lease, loan
     agreement, franchise, license, permit or other contract obligation to which
     it is a party except for defaults which neither singly nor in the aggregate
     would have a Material Adverse Effect; and there does not exist any state of
     facts which constitutes an event of default as defined in such documents or
     which, with notice or lapse of time or both, would constitute such an event
     of default, in each case, except for defaults which neither singly nor in
     the aggregate would have a Material Adverse Effect.

               (k)    There are no material legal or governmental proceedings
     pending or, to the Company's knowledge, threatened to which the Company or
     any Significant Subsidiary is or may be a party or of which material
     property owned or leased by the Company or any Significant Subsidiary is or
     may be the subject, or related to environmental or discrimination matters
     which are not disclosed in the Prospectus, or which question the validity
     of this Agreement or the Pricing Agreement or any action taken or to be
     taken pursuant hereto or thereto.

               (l)    No labor dispute with the employees of the Company exists,
     or, to the knowledge of the Company, is imminent that might have a Material
     Adverse Effect.

               (m)    The Company and each of its Significant Subsidiaries have
     good and marketable title to all the properties and assets reflected as
     owned in the financial statements hereinabove described (or elsewhere in
     the Prospectus), subject to no lien, mortgage, pledge, charge or
     encumbrance of any kind except those, if any, reflected in such financial
     statements (or elsewhere in the Prospectus) or which are not material to
     the Company and its subsidiaries taken as a whole. The Company and each of
     its Significant Subsidiaries hold their respective leased properties under
     valid and binding leases, except as would not have a Material Adverse
     Effect.

               (n)    The Company has not taken and will not take, directly or
     indirectly, any action designed to or which has constituted or which might
     reasonably be expected to cause or result, under the Exchange Act or
     otherwise, in stabilization or manipulation of the price of any security of
     the Company to facilitate the sale or resale of the Shares.

               (o)    Subsequent to the respective dates as of which information
     is given in the Registration Statement and Prospectus, and except as
     contemplated by the Prospectus, the Company and its Significant
     Subsidiaries have not incurred any material liabilities or obligations,
     direct or contingent, nor entered into any material transactions not in the
     ordinary course of business and there has not been any material adverse
     change in their condition (financial or otherwise) or results of operations
     nor any material change in their capital stock, short-term debt or
     long-term debt.

                                       -6-


               (p)    There is no material document of a character required to
     be described in the Registration Statement or the Prospectus or to be filed
     as an exhibit to the Registration Statement which is not described or filed
     as required.

               (q)    The Company together with its Significant Subsidiaries
     owns and possesses all right, title and interest in and to, or has duly
     licensed from third parties, all patents, patent rights, trade secrets,
     inventions, know-how, trademarks, trade names, copyrights, service marks
     and other proprietary rights ("TRADE RIGHTS") material to the business of
     the Company and each of its subsidiaries taken as a whole. Neither the
     Company nor any of its Significant Subsidiaries has received any notice of
     infringement, misappropriation or conflict from any third party as to such
     material Trade Rights which has not been resolved or disposed of and
     neither the Company nor any of its Significant Subsidiaries has infringed,
     misappropriated or otherwise conflicted with material Trade Rights of any
     third parties, except which infringement, misappropriation or conflict
     would not reasonably be expected to have a Material Adverse Effect.

               (r)    The conduct of the business of the Company and each of its
     Significant Subsidiaries is in compliance in all respects with applicable
     federal, state, local and foreign laws and regulations, except where the
     failure to be in compliance would not have a Material Adverse Effect.

               (s)    The Company maintains systems of internal accounting
     controls sufficient to provide reasonable assurances that (i) transactions
     are executed in accordance with management's general or specific
     authorizations; (ii) transactions are recorded as necessary to permit
     preparation of financial statements in conformity with generally accepted
     accounting principles and to maintain asset accountability; (iii) access to
     assets is permitted only in accordance with management's general or
     specific authorization; and (iv) the recorded accountability for assets is
     compared with the existing assets at reasonable intervals and appropriate
     action is taken with respect to any differences. The Company maintains
     disclosure controls and procedures (as such term is defined in Rule
     13a-14(c) and 15d-14(c) of the Exchange Act and rules and regulations
     promulgated thereunder) that are designed to ensure that information
     required to be disclosed by the Company in the reports that it files or
     submits under the Exchange Act is recorded, processed, summarized and
     reported, within the time periods specified in the rules and forms of the
     Commission, including, without limitation, controls and procedures designed
     to ensure that information required to be disclosed by the Company in the
     reports that it files or submits under the Exchange Act is accumulated and
     communicated to the Company's management, including its principal executive
     officer or officers and its principal financial officer or officers, as
     appropriate, to allow timely decisions regarding required disclosure, and
     the Company is otherwise in compliance in all material respects with all
     applicable effective provisions of the Sarbanes-Oxley Act of the 2002 and
     the rules and regulations issued thereunder by the Commission.

               (t)    All offers and sales of the Company's capital stock prior
     to the date hereof were at all relevant times exempt from the registration
     requirements of the 1933 Act and were duly registered

                                       -7-


     with or the subject of an available exemption from the registration
     requirements of the applicable state securities or blue sky laws.

               (u)    The Company is insured by recognized, financially sound
     and reputable institutions against such losses and risks and in such
     amounts as it believes are prudent and customary for companies engaged in
     similar businesses in similar industries, and, except as described in the
     Prospectus, the Company has no reason to believe that it will not be able
     to renew its existing insurance coverage as and when such coverage expires
     or to obtain similar coverage from similar insurers as may be necessary to
     continue its business at a cost that would not have a Material Adverse
     Effect.

               (v)    No relationship, direct or indirect, exists among the
     Company, on the one hand, and the directors, officers, stockholders,
     customers or suppliers of the Company, on the other hand, that is required
     to by the 1933 Act to be described in the Prospectus and that is not so
     described.

               (w)    Nothing has come to the attention of the Company that has
     caused the Company to believe that the statistical and market-related data
     included in the Prospectus is not based on or derived from sources that are
     reliable and accurate in all material respects.

               (x)    The Company has filed all necessary federal and state
     income and franchise tax returns and has paid all taxes shown as due
     thereon, and there is no tax deficiency that has been, or to the knowledge
     of the Company might be, asserted against the Company or any of its
     properties or assets that would or could reasonably be expected to have a
     Material Adverse Effect.

               (y)    The Company has filed a registration statement pursuant to
     Section 12(g) of the Exchange Act to register the Common Stock thereunder,
     has filed an application to list the Shares on the Nasdaq National Market,
     and has received notification that the listing has been approved, subject
     to notice of issuance or sale of the Shares, as the case may be.

               (z)    A registration statement relating to the Common Stock has
     been declared effective by the Commission pursuant to the Exchange Act and
     the Common Stock is duly registered thereunder. The Shares have been listed
     on the Nasdaq National Market, subject to notice of issuance or sale of the
     Shares, as the case may be.

               (aa)   The Company is not, and does not intend to conduct its
     business in a manner in which it would become, an "investment company" as
     defined in Section 3(a) of the Investment Company Act of 1940, as amended
     ("INVESTMENT COMPANY ACT").

               (bb)   The Company confirms as of the date hereof that it is in
     compliance with all provisions of Section 1 of Laws of Florida, Chapter
     92-198, AN ACT RELATING TO DISCLOSURE OF DOING

                                       -8-


     BUSINESS WITH CUBA, and the Company further agrees that if it commences
     engaging in business with the government of Cuba or with any person or
     affiliate located in Cuba after the date the Registration Statement becomes
     or has become effective with the Commission or with the Florida Department
     of Banking and Finance (the "DEPARTMENT"), whichever date is later, or if
     the information reported in the Prospectus, if any, concerning the
     Company's business with Cuba or with any person or affiliate located in
     Cuba changes in any material way, the Company will provide the Department
     notice of such business or change, as appropriate, in a form acceptable to
     the Department.

               (cc)   The Company has not offered, or caused William Blair &
     Company or its affiliates to offer, any Directed Shares pursuant to the
     Directed Share Program with the specific intent to unlawfully influence (i)
     a customer or supplier of the Company or (ii) a trade journalist or
     publication to write or publish favorable information about the Company or
     its services.

               (dd)   The Registration Statement, the Prospectus and any
     preliminary prospectus comply in all material respects, and any amendments
     or supplements thereto will comply in all material respects, with any
     applicable laws or regulations of any foreign jurisdiction in which the
     Prospectus or any preliminary prospectus, as amended or supplemented, if
     applicable, is distributed in connection with the Directed Share Program.

          SECTION 3.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLING
STOCKHOLDER AND JOHN V. HOLTEN.

               (a)    The Selling Stockholder and John V. Holten, as the
     principal beneficial owner of the Selling Stockholder, represent and
     warrant to, and agrees with, the Company and the Underwriters that:


                      (i)     The Selling Stockholder has, and on the Second
               Closing Date, as hereinafter defined, will have, valid marketable
               title to the Shares proposed to be sold by the Selling
               Stockholder hereunder on such date and full right, power and
               authority to enter into this Agreement and the Pricing Agreement
               and to sell, assign, transfer and deliver such Shares hereunder,
               free and clear of all voting trust arrangements, liens,
               encumbrances, equities, claims and community property rights; and
               upon delivery of and payment for such Shares hereunder, the
               Underwriters will acquire valid marketable title thereto, free
               and clear of all voting trust arrangements, liens, encumbrances,
               equities, claims and community property rights.

                      (ii)    The Selling Stockholder has not taken and will not
               take, directly or indirectly, any action designed to or which
               might be reasonably expected to cause or result, under the
               Exchange Act or otherwise, in stabilization or manipulation of
               the price of any security of the Company to facilitate the sale
               or resale of the Shares.

                                       -9-


                      (iii)   Each preliminary prospectus, insofar as it has
               related to the Selling Stockholder and, to the knowledge of the
               Selling Stockholder in all other respects, as of its date, has
               conformed in all material respects with the requirements of the
               1933 Act and, as of its date, has not included any untrue
               statement of a material fact or omitted to state a material fact
               necessary to make the statements therein not misleading; and the
               Registration Statement at the time of effectiveness, and at all
               times subsequent thereto, up to the Second Closing Date, as
               hereinafter defined, (1) such parts of the Registration Statement
               and the Prospectus and any amendments or supplements thereto
               insofar as they relate to the Selling Stockholder, and the
               Registration Statement and the Prospectus and any amendments or
               supplements thereto, to the knowledge of the Selling Stockholder
               in all other respects, contained or will contain all statements
               that are required to be stated therein in accordance with the
               1933 Act and in all material respects conformed or will in all
               material respects conform to the requirements of the 1933 Act,
               and (2) neither the Registration Statement nor the Prospectus,
               nor any amendment or supplement thereto, as it relates to the
               Selling Stockholder, and, to the knowledge of the Selling
               Stockholder in all other respects, included or will include any
               untrue statement of a material fact or omitted or will omit to
               state any material fact required to be stated therein or
               necessary to make the statements therein not misleading; provided
               that neither clause (1) nor (2) shall have any effect if
               information has been given by the Selling Stockholder to the
               Company and the Representatives in writing which would eliminate
               or remedy any such untrue statement or omission.

                      (iv)    The making and performance by the Selling
               Stockholder of this Agreement and the Pricing Agreement and the
               consummation of the transactions contemplated in the Prospectus,
               including the Ownership Recapitalization Transactions, have been
               duly authorized by all necessary corporate action and will not
               (1) violate any provision of the Selling Stockholder's charter or
               bylaws, (2) result in the breach, or be in contravention, of any
               provision of any agreement, franchise, license, indenture,
               mortgage, deed of trust, or other instrument to which the Selling
               Stockholder or any of its affiliates is a party or by which the
               Selling Stockholder or any of its affiliates or the property of
               any of them may be bound or affected, except to the extent such
               breach would not have a Material Adverse Effect, (3) violate any
               order, rule or regulation applicable to the Selling Stockholder
               or any of its affiliates of any court or regulatory body,
               administrative agency or other governmental body having
               jurisdiction over the Selling Stockholder or any of its
               affiliates or any of their respective properties, except to the
               extent such violation would not have a Material Adverse Effect,
               or (4) violate any order of any court or governmental agency or
               authority entered in any proceeding to which the Selling
               Stockholder or any of its affiliates was or is now a party or by
               which it is bound. No consent, approval, authorization or other
               order of any court, regulatory body, administrative agency or
               other governmental body is required for the consummation of the
               Ownership Recapitalization Transactions or the execution and
               delivery of this Agreement or the Pricing Agreement or the
               consummation of the transactions

                                      -10-


               contemplated herein or therein, except such as have been obtained
               under the 1933 Act in connection with the purchase and
               distribution of such Shares by the Underwriters and such as may
               be required under applicable blue sky laws in connection with the
               purchase and distribution of such Shares by the Underwriters and
               the Ownership Recapitalization Transactions and the clearance of
               the offering of the Shares with the NASD. This Agreement has been
               duly executed and delivered by the Selling Stockholder.

               (b)    The Selling Stockholder and John V. Holten, to the best of
his knowledge, represent and warrant to, and agree with, the Underwriters to the
same effect as the representations and warranties of the Company set forth in
Section 2 of this Agreement.

     In order to document the Underwriter's compliance with the reporting and
withholding provisions of the Internal Revenue Code of 1986, as amended, with
respect to the transactions herein contemplated, the Selling Stockholder agrees
to deliver to you prior to or on the Second Closing Date, as hereinafter
defined, a properly completed and executed United States Treasury Department
Form W-8 or W-9 (or other applicable form of statement specified by Treasury
Department regulations in lieu thereof).

          SECTION 4.   REPRESENTATIONS AND WARRANTIES OF THE UNDERWRITERS. The
Representatives, on behalf of the several Underwriters, represent and warrant to
the Company and the Selling Stockholder that the information set forth (a) on
the cover page of the Prospectus with respect to price, underwriting discount
and terms of the offering and (b) under "Underwriting" in the Prospectus was
furnished to the Company by and on behalf of the Underwriters for use in
connection with the preparation of the Registration Statement and is correct and
complete in all material respects.

          SECTION 5.   PURCHASE, SALE AND DELIVERY OF SHARES. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Company agrees to sell to the
Underwriters named in Schedule A hereto, and the Underwriters agree, severally
and not jointly, to purchase the Firm Shares from the Company at the price per
share set forth in the Pricing Agreement. The obligation of each Underwriter to
the Company shall be to purchase from the Company that number of full shares
equal to the number of Shares set forth opposite the name of such Underwriter in
Schedule A hereto. The initial public offering price and the purchase price
shall be set forth in the Pricing Agreement.

     At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under
Rule 15c6-1 under the Exchange Act, (or the third business day if required under
Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the
provisions of Section 13 hereof) following the date the Registration Statement
becomes effective (or, if the Company has elected to rely upon Rule 430A, the
fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or
the third business day if required under Rule 15c6-1 under the Exchange Act)
after execution of the Pricing Agreement), or such other time not later than ten
business days after such date as shall be agreed upon by the Representatives and
the Company, the Company

                                      -11-


will deliver to you at the offices of counsel for the Underwriters or through
the facilities of The Depository Trust Company for the accounts of the several
Underwriters, certificates representing the Firm Shares to be sold by it against
payment of the purchase price therefor by delivery of federal or other
immediately available funds, by wire transfer or otherwise, to the Company. Such
time of delivery and payment is herein referred to as the "FIRST CLOSING DATE."
The certificates for the Firm Shares so to be delivered will be in such
denominations and registered in such names as you request by notice to the
Company prior to 10:00 A.M., Chicago Time, on the second full business day
preceding the First Closing Date, and will be made available at the Company's
expense for checking and packaging by the Representatives at 10:00 A.M., Chicago
Time, on the business day preceding the First Closing Date. Payment for the Firm
Shares so to be delivered shall be made at the time and in the manner described
above at the offices of counsel for the Underwriters.

     In addition, on the basis of the representations, warranties and agreements
herein contained, but subject to the terms and conditions herein set forth, the
Company and the Selling Stockholder hereby grant an option to the several
Underwriters to purchase, severally and not jointly, up to an aggregate of
615,000 Option Shares, at the same purchase price per share to be paid for
the Firm Shares, for use solely in covering any overallotments made by the
Underwriters in the sale and distribution of the Firm Shares. The option granted
hereunder may be exercised at any time (but not more than once) within 30 days
after the date of the initial public offering upon notice by you to the Company
and the Agents setting forth the aggregate number of Option Shares as to which
the Underwriters are exercising the option, the names and denominations in which
the certificates for such shares are to be registered and the time and place at
which such certificates will be delivered. Such time of delivery (which may not
be earlier than the First Closing Date), being herein referred to as the "SECOND
CLOSING DATE," shall be determined by you, but if at any time other than the
First Closing Date, shall not be earlier than three nor later than 10 full
business days after delivery of such notice of exercise. The maximum number of
Option Shares to be purchased from the Company and the Selling Stockholder are
set forth in Schedule C hereto. If the Underwriters elect to exercise the option
granted hereunder, the first 267,000 Option Shares purchased pursuant to
such option shall be purchased from the Selling Stockholder, and any additional
Option Shares purchased pursuant to such option shall be purchased from the
Company. The number of Option Shares to be purchased by each Underwriter shall
be determined by multiplying the number of Option Shares to be sold by a
fraction, the numerator of which is the number of Firm Shares to be purchased by
such Underwriter as set forth opposite its name in Schedule A and the
denominator of which is the total number of Firm Shares (subject to such
adjustments to eliminate any fractional share purchases as you in your absolute
discretion may make). Certificates for the Option Shares will be made available
at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time,
on the first full business day preceding the Second Closing Date. The manner of
payment for and delivery of the Option Shares shall be the same as for the Firm
Shares as specified in the preceding paragraph.

     You have advised the Company and the Selling Stockholder that each
Underwriter has authorized you to accept delivery of its Shares, to make payment
and to acknowledge receipt therefor. You, individually and not as the
Representatives of the Underwriters, may make payment for any Shares to be
purchased by any Underwriter whose funds shall not have been received by you by
the First Closing Date or the Second Closing

                                      -12-


Date, as the case may be, for the account of such Underwriter, but any such
payment shall not relieve such Underwriter from any obligation hereunder.

          SECTION 6.   COVENANTS OF THE COMPANY. The Company covenants and
agrees that:

               (a)    The Company will advise you and the Selling Stockholder
     promptly of the issuance by the Commission of any stop order suspending the
     effectiveness of the Registration Statement or of the institution of any
     proceedings for that purpose, or of any notification of the suspension of
     qualification of the Shares for sale in any jurisdiction or the initiation
     or threatening of any proceedings for that purpose, and will also advise
     you and the Selling Stockholder promptly of any request of the Commission
     for amendment or supplement of the Registration Statement, of any
     preliminary prospectus or of the Prospectus, or for additional information.

               (b)    The Company will give you and the Selling Stockholder
     notice of its intention to file or prepare any amendment to the
     Registration Statement (including any post-effective amendment) or any Rule
     462(b) Registration Statement or any amendment or supplement to the
     Prospectus (including any revised prospectus which the Company proposes for
     use by the Underwriters in connection with the offering of the Shares which
     differs from the prospectus on file at the Commission at the time the
     Registration Statement became or becomes effective, whether or not such
     revised prospectus is required to be filed pursuant to Rule 424(b) and any
     term sheet as contemplated by Rule 434) and will furnish you and the
     Selling Stockholder with copies of any such amendment or supplement a
     reasonable amount of time prior to such proposed filing or use, as the case
     may be, and will not file any such amendment or supplement or use any such
     prospectus to which you or counsel for the Underwriters shall reasonably
     object.

               (c)    If the Company elects to rely on Rule 434 of the 1933 Act,
     the Company will prepare a term sheet that complies with the requirements
     of Rule 434. If the Company elects not to rely on Rule 434, the Company
     will provide the Underwriters with copies of the form of prospectus, in
     such numbers as the Underwriters may reasonably request, and file with the
     Commission such prospectus in accordance with Rule 424(b) of the 1933 Act
     by the close of business in New York City on the second business day
     immediately succeeding the date of the Pricing Agreement. If the Company
     elects to rely on Rule 434, the Company will provide the Underwriters with
     copies of the form of Rule 434 Prospectus, in such numbers as the
     Underwriters may reasonably request, by the close of business in New York
     on the business day immediately succeeding the date of the Pricing
     Agreement.

               (d)    If at any time when a prospectus relating to the Shares is
     required to be delivered under the 1933 Act any event occurs as a result of
     which the Prospectus, including any amendments or supplements, would
     include an untrue statement of a material fact, or omit to state any
     material fact required to be stated therein or necessary to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading, or if it is necessary at any time to amend

                                      -13-


     the Prospectus, including any amendments or supplements thereto and
     including any revised prospectus which the Company proposes for use by the
     Underwriters in connection with the offering of the Shares which differs
     from the prospectus on file with the Commission at the time of
     effectiveness of the Registration Statement, whether or not such revised
     prospectus is required to be filed pursuant to Rule 424(b) to comply with
     the 1933 Act, the Company promptly will advise you thereof and will
     promptly prepare and file with the Commission an amendment or supplement
     which will correct such statement or omission or an amendment which will
     effect such compliance; and, in case any Underwriter is required to deliver
     a prospectus nine months or more after the effective date of the
     Registration Statement, the Company upon request, but at the expense of
     such Underwriter, will prepare promptly such prospectus or prospectuses as
     may be necessary to permit compliance with the requirements of Section
     10(a)(3) of the 1933 Act.

               (e)    Neither the Company nor any of its subsidiaries will,
     prior to the earlier of the Second Closing Date or termination or
     expiration of the related option, incur any liability or obligation, direct
     or contingent, or enter into any material transaction, other than in the
     ordinary course of business, except as contemplated by the Prospectus.

               (f)    Neither the Company nor any of its subsidiaries will
     acquire any capital stock of the Company prior to the earlier of the Second
     Closing Date or termination or expiration of the related option nor will
     the Company declare or pay any dividend or make any other distribution upon
     the Common Stock payable to stockholders of record on a date prior to the
     earlier of the Second Closing Date or termination or expiration of the
     related option, except in either case as contemplated by the Prospectus.

               (g)    The Company agrees not to offer, sell, contract to sell or
     otherwise dispose of any Common Stock or securities convertible into Common
     Stock for a period of 180 days after this Agreement becomes effective
     without the prior written consent of the Representatives except (i) in
     connection with the offering of the Common Stock as described herein or
     (ii) options to purchase the Common Stock, in the ordinary course of
     business, to employees and/or directors pursuant to plans currently in
     existence, PROVIDED, HOWEVER, that if (1) during the last 17 days of the
     180-day restricted period the Company issues an earnings release or
     material news or a material event relating to the Company occurs or (2)
     prior to the expiration of the 180-day restricted period, the Company
     announces that it will release earnings results during the 16-day period
     beginning on the last day of the 180-day period, then the restrictions
     imposed by this agreement shall continue to apply until the expiration of
     the 18-day period beginning on the issuance of the earnings release or the
     occurrence of the material news or material event. The Company has obtained
     similar agreements from each of its officers and directors.

               (h)    An officer of the Company will provide the Representatives
     with a certificate stating that (i) there are no holders of securities of
     the Company having rights to registration thereof or

                                      -14-


     preemptive rights to purchase Common Stock except as disclosed in the
     Prospectus, (ii) holders of registration rights, if any, have waived such
     rights with respect to the offering being made by the Prospectus and (iii)
     the Ownership Recapitalization Transactions have been consummated as
     described in the Prospectus in all material respects.

               (i)    Not later than the Availability Date (as defined below),
     the Company will make generally available to its security holders an
     earnings statement (which need not be audited) covering a period of at
     least 12 months beginning after the effective date of the Registration
     Statement, which will satisfy the provisions of the last paragraph of
     Section 11(a) of the 1933 Act. For the purposes of the preceding sentence,
     the "AVAILABILITY DATE" means the 45th day after the end of the fourth
     fiscal quarter following the fiscal quarter that includes the effective
     date of the Registration Statement, except that, if such fourth fiscal
     quarter is the last quarter of the Company's fiscal year, "AVAILABILITY
     DATE" means the 90th day after the end of such fourth fiscal quarter.

               (j)    During such period as a prospectus is required by law to
     be delivered in connection with offers and sales of the Shares by an
     Underwriter or dealer, the Company will furnish to you at its expense,
     subject to the provisions of subsection (d) hereof, copies of the
     Registration Statement, the Prospectus, each preliminary prospectus and all
     amendments and supplements to any such documents in each case as soon as
     available and in such quantities as you may reasonably request, for the
     purposes contemplated by the 1933 Act.

               (k)    The Company will cooperate with the Underwriters in
     qualifying or registering the Shares for sale under the blue sky laws of
     such jurisdictions as you designate, and will continue such qualifications
     in effect so long as reasonably required for the distribution of the
     Shares. The Company shall not be required to qualify as a foreign
     corporation or to file a general consent to service of process in any such
     jurisdiction where it is not currently qualified or where it would be
     subject to taxation as a foreign corporation.

               (l)    During the period of two years from the effective date of
     the Registration Statement, the Company will furnish you and each of the
     other Underwriters with a copy (i) as soon as practicable after the filing
     thereof, of each report filed by the Company with the Commission, any
     securities exchange or the NASD and (ii) as soon as available, of each
     report of the Company mailed to stockholders.

               (m)    The Company will use the net proceeds received by it from
     the sale of the Shares being sold by it in the manner specified in the
     Prospectus.

               (n)    If, at the time of effectiveness of the Registration
     Statement, any information shall have been omitted therefrom in reliance
     upon Rule 430A and/or Rule 434, then immediately following the execution of
     the Pricing Agreement, the Company will prepare, and file or transmit for
     filing with

                                      -15-


     the Commission in accordance with such Rule 430A, Rule 424(b) and/or Rule
     434, copies of an amended Prospectus, or, if required by such Rule 430A
     and/or Rule 434, a post-effective amendment to the Registration Statement
     (including an amended Prospectus), containing all information so omitted.
     If required, the Company will prepare and file, or transmit for filing, a
     Rule 462(b) Registration Statement not later than the date of the execution
     of the Pricing Agreement. If a Rule 462(b) Registration Statement is filed,
     the Company shall make payment of, or arrange for payment of, the
     additional registration fee owing to the Commission required by Rule 111.

               (o)    The Company will comply with all registration, filing and
     reporting requirements of the Exchange Act and the Nasdaq National Market
     and will file with the Commission in a timely manner all reports required
     by Rule 463.

               (p)    The Company will comply with all applicable securities and
     other laws, rules and regulations in each foreign jurisdiction in which the
     Directed Shares are offered in connection with the Directed Share Program.

          SECTION 7.   PAYMENT OF EXPENSES. Whether or not the transactions
contemplated hereunder are consummated or this Agreement becomes effective as to
all of its provisions or is terminated, the Company agrees to pay (i) all costs,
fees and expenses (other than legal fees and disbursements of counsel for the
Underwriters and the expenses incurred by the Underwriters) incurred in
connection with the performance of the Company's obligations hereunder,
including without limiting the generality of the foregoing, all fees and
expenses of legal counsel for the Company and of the Company's independent
accountants, all costs and expenses incurred in connection with the preparation,
printing, filing and distribution of the Registration Statement, each
preliminary prospectus and the Prospectus (including all exhibits and financial
statements) and all amendments and supplements provided for herein, this
Agreement, the Pricing Agreement and the Blue Sky Memorandum, (ii) reasonable
costs, fees and expenses (including legal fees and disbursements of counsel for
the Underwriters), not to exceed $5,000, incurred by the Underwriters in
connection with qualifying or registering all or any part of the Shares for
offer and sale under blue sky laws, including the preparation of a blue sky
memorandum relating to the Shares and clearance of such offering with the NASD;
and (iii) all fees and expenses of the Company's transfer agent, printing of the
certificates for the Shares and all transfer taxes, if any, with respect to the
sale and delivery of the Shares to the several Underwriters.

          SECTION 8.   CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS. The
obligations of the several Underwriters to purchase and pay for the Firm Shares
on the First Closing Date and the Option Shares on the Second Closing Date shall
be subject to the accuracy of the representations and warranties on the part of
the Company, the Selling Stockholder and John V. Holten herein set forth as of
the date hereof and as of the First Closing Date or the Second Closing Date, as
the case may be, to the accuracy of the statements of officers of the Company
made pursuant to the provisions hereof, to the performance by the Company, the
Selling Stockholder and John V. Holten of their respective obligations
hereunder, and to the following additional conditions:

                                      -16-


               (a)    The Registration Statement shall have become effective
     either prior to the execution of this Agreement or not later than 1:00
     P.M., Chicago Time, on the first full business day after the date of this
     Agreement, or such later time as shall have been consented to by you but in
     no event later than 1:00 P.M., Chicago Time, on the third full business day
     following the date hereof; and prior to the First Closing Date or the
     Second Closing Date, as the case may be, no stop order suspending the
     effectiveness of the Registration Statement shall have been issued and no
     proceedings for that purpose shall have been instituted or shall be pending
     or, to the knowledge of the Company, the Selling Stockholder or you, shall
     be contemplated by the Commission. If the Company has elected to rely upon
     Rule 430A and/or Rule 434, the information concerning the initial public
     offering price of the Shares and price-related information shall have been
     transmitted to the Commission for filing pursuant to Rule 424(b) within the
     prescribed period and the Company will provide evidence satisfactory to the
     Representatives of such timely filing (or a post-effective amendment
     providing such information shall have been filed and declared effective in
     accordance with the requirements of Rules 430A and 424(b)). If a Rule
     462(b) Registration Statement is required, such Registration Statement
     shall have been transmitted to the Commission for filing and become
     effective within the prescribed time period and, prior to the First Closing
     Date, the Company shall have provided evidence of such filing and
     effectiveness in accordance with Rule 462(b).

               (b)    The Shares shall have been qualified for sale under the
     blue sky laws of such states as shall have been specified by the
     Representatives.

               (c)    The legality and sufficiency of the authorization,
     issuance and sale or transfer and sale of the Shares hereunder, the
     validity and form of the certificates representing the Shares, the
     execution and delivery of this Agreement and the Pricing Agreement, and all
     corporate proceedings and other legal matters incident thereto, and the
     form of the Registration Statement and the Prospectus (except financial
     statements) shall have been approved by counsel for the Underwriters
     exercising reasonable judgment.

               (d)    You shall not have advised the Company (i) that the
     Registration Statement or any amendment or supplement thereto, contains an
     untrue statement of fact, which, in the opinion of counsel for the
     Underwriters, is material or omits to state a fact which, in the opinion of
     such counsel, is material and is required to be stated therein or necessary
     to make the statements therein not misleading, or (ii) that the Prospectus
     or any amendment or supplement thereto, contains an untrue statement of
     fact, which, in the opinion of counsel for the Underwriters, is material or
     omits to state a fact which, in the opinion of such counsel, is material
     and is required to be stated therein or necessary to make the statements
     therein, in light of the circumstances under which they were made, not
     misleading.

               (e)    Subsequent to the execution and delivery of this
     Agreement, there shall not have occurred any change, or any development
     involving a prospective change, in or affecting particularly

                                      -17-


     the business or properties of the Company or its subsidiaries, taken as a
     whole, whether or not arising in the ordinary course of business, which, in
     the judgment of the Representatives, makes it impractical or inadvisable to
     proceed with the public offering or purchase of the Shares as contemplated
     hereby.

               (f)    There shall have been furnished to you, as Representatives
     of the Underwriters, on the First Closing Date or the Second Closing Date,
     as the case may be, except as otherwise expressly provided below:

                              (i)     An opinion of White & Case, counsel for
               the Company and the Selling Stockholder addressed to the
               Underwriters and dated the First Closing Date or the Second
               Closing Date, as the case may be, in the form attached hereto as
               Annex A.

                              (ii)    An opinion of Robert Sacks, Executive Vice
               President--General Counsel and Secretary for the Company
               addressed to the Underwriters and dated the First Closing Date or
               the Second Closing Date, as the case may be, in the form attached
               hereto as Annex B.

                              (iii)   An opinion of [_____________], counsel for
               the Selling Stockholder addressed to the Underwriters and dated
               the Second Closing Date, in the form attached hereto as Annex C.

                      In rendering each such opinion in clauses (i), (ii) and
               (iii) above, such counsel may state that they are relying upon
               the certificate of [Wells Fargo Shareowner Services] the transfer
               agent for the Common Stock, as to the number of shares of Common
               Stock at any time or times outstanding, and that insofar as their
               opinion relates to the accuracy and completeness of the
               Prospectus and Registration Statement, it is based upon a general
               review with the Company's representatives and independent
               accountants of the information contained therein, without
               independent verification by such counsel of the accuracy or
               completeness of such information. Such counsel may also rely upon
               the opinions of other competent counsel and, as to factual
               matters, on certificates of the Selling Stockholders and of
               officers of the Company and of state officials, in which case
               their opinion is to state that they are so doing and copies of
               said opinions or certificates are to be attached to the opinion
               unless said opinions or certificates (or, in the case of
               certificates, the information therein) have been furnished to the
               Representatives in other form.

                              (iii)   Such opinion or opinions of Latham &
               Watkins, LLP, counsel for the Underwriters, dated the First
               Closing Date or the Second Closing Date, as the case may be, with
               respect to the incorporation of the Company, the validity of the
               Shares, the Registration Statement and the Prospectus and other
               related matters as you may reasonably require, and the Company
               shall have furnished to such counsel such documents and shall

                                      -18-


               have exhibited to them such papers and records as they request
               for the purpose of enabling them to pass upon such matters.

                              (iv)    A certificate of the chief executive
               officer and the principal financial officer of the Company, dated
               the First Closing Date or the Second Closing Date, as the case
               may be, to the effect that:

                              (1)     the representations and warranties of the
                      Company set forth in Section 2 of this Agreement are true
                      and correct as of the date of this Agreement and as of the
                      First Closing Date or the Second Closing Date, as the case
                      may be, and the Company has complied with all the
                      agreements and satisfied all the conditions on its part to
                      be performed or satisfied at or prior to such Closing
                      Date;

                              (2)     the Ownership Recapitalization
                      Transactions have been consummated as described in the
                      Prospectus in all material respects; and

                              (3)     the Commission has not issued an order
                      preventing or suspending the use of the Prospectus or any
                      preliminary prospectus filed as a part of the Registration
                      Statement or any amendment thereto; no stop order
                      suspending the effectiveness of the Registration Statement
                      has been issued; and to the best knowledge of the
                      respective signers, no proceedings for that purpose have
                      been instituted or are pending or contemplated under the
                      1933 Act.

                      The delivery of the certificate provided for in this
               subparagraph shall be and constitute a representation and
               warranty of the Company as to the facts required in the
               immediately foregoing clauses (1) and (2) of this subparagraph to
               be set forth in said certificate.

                              (v)     A certificate executed by the Selling
               Stockholder and John V. Holten dated the Second Closing Date to
               the effect that the representations and warranties of the Selling
               Stockholder and John V. Holten set forth in Section 3 of this
               Agreement are true and correct as of such date and the Selling
               Stockholder and John V. Holten have complied with all the
               agreements and satisfied all the conditions on the part of the
               Selling Stockholder and John V. Holten to be performed or
               satisfied at or prior to such date, including, without
               limitation, the consummation of the Ownership Recapitalization
               Transactions.

                              (vi)    At the time the Pricing Agreement is
               executed and also on the First Closing Date or the Second Closing
               Date, as the case may be, there shall be delivered to you a
               letter addressed to you, as Representatives of the Underwriters,
               from Ernst & Young, independent accountants, the first one to be
               dated the date of the Pricing Agreement, the

                                      -19-


               second one to be dated the First Closing Date and the third one
               (in the event of a second closing) to be dated the Second Closing
               Date, to the effect set forth in Schedule D. There shall not have
               been any change or decrease specified in the letters referred to
               in this subparagraph which makes it impractical or inadvisable in
               the judgment of the Representatives to proceed with the public
               offering or purchase of the Shares as contemplated hereby.

                              (vii)   On or prior to the First Closing Date,
               there shall be delivered to you lockup letters from the
               stockholders, officers and directors of the Company, each of
               which is listed on Schedule E.

                              (viii)  On or prior to the First Closing Date,
               there shall be delivered to you a lockup letter from the Selling
               Stockholder and John V. Holten in the form attached hereto as
               Annex D.

                              (ix)  Such further certificates and documents as
               you may reasonably request.

     All such opinions, certificates, letters and documents shall be in
compliance with the provisions hereof only if they are satisfactory to you and
to Latham & Watkins, LLP, counsel for the Underwriters, which approval shall not
be unreasonably withheld. The Company shall furnish you with such manually
signed or conformed copies of such opinions, certificates, letters and documents
as you request.

     If any condition to the Underwriters' obligations hereunder to be satisfied
prior to or at the First Closing Date is not so satisfied, this Agreement at
your election will terminate upon notification to the Company without liability
on the part of any Underwriter or the Company, except for the expenses to be
paid or reimbursed by the Company pursuant to Sections 7 and 9 hereof and except
to the extent provided in Section 11 hereof.

          SECTION 9.   REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale to
the Underwriters of the Shares on the First Closing Date is not consummated
because any condition of the Underwriters' obligations hereunder is not
satisfied or because of any refusal, inability or failure on the part of the
Company to perform any agreement herein or to comply with any provision hereof,
unless such failure to satisfy such condition or to comply with any provision
hereof is due to the default or omission of any Underwriter, the Company agrees
to reimburse you and the other Underwriters upon demand for all out-of-pocket
expenses (including reasonable fees and disbursements of counsel) that shall
have been reasonably incurred by you and them in connection with the proposed
purchase and the sale of the Shares. Any such termination shall be without
liability of any party to any other party except that the provisions of this
Section, Section 7 and Section 11 shall at all times be effective and shall
apply.

          SECTION 10.  EFFECTIVENESS OF REGISTRATION STATEMENT. You, the Company
and the Selling Stockholder will use your, its and their reasonable best efforts
to cause the Registration Statement to become effective, if it has not yet
become effective, and to prevent the issuance of any stop order suspending the

                                      -20-


effectiveness of the Registration Statement and, if such stop order be issued,
to obtain as soon as possible the lifting thereof.

          SECTION 11.  INDEMNIFICATION. (a) The Company, the Selling Stockholder
and John V. Holten, jointly and severally, agree to indemnify and hold harmless
each Underwriter and each person, if any, who controls any Underwriter within
the meaning of the 1933 Act or the Exchange Act against any losses, claims,
damages or liabilities, joint or several, to which such Underwriter or such
controlling person may become subject under the 1933 Act, the Exchange Act or
other federal or state statutory law or regulation, at common law or otherwise
(including in settlement of any litigation if such settlement is effected with
the written consent of the Company, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, including the information deemed to be part of the
Registration Statement at the time of effectiveness pursuant to Rule 430A and/or
Rule 434, if applicable, any preliminary prospectus, the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading; and will
reimburse each Underwriter and each such controlling person for any legal or
other expenses reasonably incurred by such Underwriter or such controlling
person in connection with investigating or defending any such loss, claim,
damage, liability or action; PROVIDED, HOWEVER, that the Company, the Selling
Stockholder and John V. Holten will not be liable in any such case to the extent
that (i) any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in the Registration Statement, any preliminary prospectus, the
Prospectus or any amendment or supplement thereto in reliance upon and in
conformity with written information furnished to the Company or the Selling
Stockholder by or on behalf of any Underwriter through the Representatives,
specifically for use therein; or (ii) if such statement or omission was
contained or made in any preliminary prospectus and corrected in the Prospectus
and (1) any such loss, claim, damage or liability suffered or incurred by any
Underwriter (or any person who controls any Underwriter) resulted from an
action, claim or suit by any person who purchased Shares which are the subject
thereof from such Underwriter in the offering and (2) such Underwriter failed to
deliver or provide a copy of the Prospectus to such person at or prior to the
confirmation of the sale of such Shares in any case where such delivery is
required by the 1933 Act. In addition to its other obligations under this
Section 11(a), the Company, the Selling Stockholder and John V. Holten agree
that, as an interim measure during the pendency of any claim, action,
investigation, inquiry or other proceeding arising out of or based upon any
statement or omission, or any alleged statement or omission, described in this
Section 11(a), they will reimburse the Underwriters on a monthly basis upon
receipt of notices setting forth in reasonable detail all reasonable legal and
other expenses incurred in connection with investigating or defending any such
claim, action, investigation, inquiry or other proceeding, notwithstanding the
absence of a judicial determination as to the propriety and enforceability of
the Company's, the Selling Stockholder's and John V. Holten's obligation to
reimburse the Underwriters for such expenses and the possibility that such
payments might later be held to have been improper by a court of competent
jurisdiction; PROVIDED, HOWEVER, that if it shall be determined by a court of
competent jurisdiction that the matter for which such expenses were incurred and
paid by the Company, the Selling Stockholder or John V. Holten is not a

                                      -21-


matter to which the Underwriters are entitled to indemnification by the Company,
the Selling Stockholder or John V. Holten, the Underwriters shall reimburse the
Company, the Selling Stockholder or John V. Holten for any expenses previously
paid or reimbursed to the Underwriters. This indemnity agreement will be in
addition to any liability which the Company, the Selling Stockholder and John V.
Holten may otherwise have.

     Without limiting the full extent of the Company's agreement to indemnify
each Underwriter, as herein provided, the Selling Stockholder and John V. Holten
shall be liable under the indemnity agreements contained in paragraph (a) of
this Section only for an amount not exceeding the proceeds received by the
Selling Stockholder from the sale of Shares hereunder.

     (b)  Each Underwriter will severally indemnify and hold harmless the
Company, each of its directors, each of its officers who signed the Registration
Statement, the Selling Stockholder, John V. Holten and each person, if any, who
controls the Company within the meaning of the 1933 Act or the Exchange Act,
against any losses, claims, damages or liabilities to which the Company, the
Selling Stockholder, John V. Holten or any such director, officer or controlling
person may become subject under the 1933 Act, the Exchange Act or other federal
or state statutory law or regulation, at common law or otherwise (including in
settlement of any litigation, if such settlement is effected with the written
consent of such Underwriter), insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue or alleged untrue statement of any material fact contained in the
Registration Statement, any preliminary prospectus, the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in the Registration
Statement, any preliminary prospectus, the Prospectus, or any amendment or
supplement thereto in reliance upon and in conformity with Section 4 of this
Agreement or any other written information furnished to the Company by such
Underwriter through the Representatives specifically for use in the preparation
thereof; and will reimburse any legal or other expenses reasonably incurred by
the Company, the Selling Stockholder, John V. Holten or any such director,
officer or controlling person in connection with investigating or defending any
such loss, claim, damage, liability or action. In addition to their other
obligations under this Section 11(b), the Underwriters agree that, as an interim
measure during the pendency of any claim, action, investigation, inquiry or
other proceeding arising out of or based upon any statement or omission, or any
alleged statement or omission, described in this Section 11(b), they will
reimburse the Company, the Selling Stockholder and John V. Holten on a monthly
basis for all reasonable legal and other expenses incurred in connection with
investigating or defending any such claim, action, investigation, inquiry or
other proceeding, notwithstanding the absence of a judicial determination as to
the propriety and enforceability of the Underwriters' obligation to reimburse
the Company, the Selling Stockholder and John V. Holten for such expenses and
the possibility that such payments might later be held to have been improper by
a court of competent jurisdiction; PROVIDED, HOWEVER, that if it shall be
determined by a court of competent jurisdiction that the matter for which such
expenses were incurred and paid by the Underwriters is not a matter to which the
Company, the Selling Stockholder, or John V. Holten are entitled to
indemnification by the Underwriters, the Company, the Selling

                                      -22-


Stockholder and John V. Holten shall reimburse the Underwriters for any expenses
previously paid or reimbursed to the Company, the Selling Stockholder or John V.
Holten. This indemnity agreement will be in addition to any liability which such
Underwriter may otherwise have.

     (c)  Promptly after receipt by an indemnified party under this Section 11
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party under this
Section, notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party except to the extent that
the indemnifying party was prejudiced by such failure to notify. In case any
such action is brought against any indemnified party, and it notifies an
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate in, and, to the extent that it may wish, jointly with
all other indemnifying parties similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party; PROVIDED, HOWEVER,
if the defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded,
based on advice of counsel, that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, or the indemnified and indemnifying parties
may have conflicting interests which would make it inappropriate for the same
counsel to represent both of them, the indemnified party or parties shall have
the right to select separate counsel to assume such legal defense and otherwise
to participate in the defense of such action on behalf of such indemnified party
or parties. Upon receipt of notice from the indemnifying party to such
indemnified party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying party will not be
liable to such indemnified party under this Section 11 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof unless (i) the indemnified party shall have employed such
counsel in connection with the assumption of legal defense in accordance with
the proviso to the next preceding sentence (it being understood, however, that
the indemnifying party shall not be liable for the expenses of more than one
separate counsel, approved by the Representatives in the case of paragraph (a)
representing all indemnified parties not having different or additional defenses
or potential conflicting interest among themselves who are parties to such
action), (ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability arising out
of such proceeding.

     (d)  If the indemnification provided for in this Section 11 is unavailable
to an indemnified party under paragraphs (a) or (b) hereof in respect of any
losses, claims, damages or liabilities referred to therein, then each applicable
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the

                                      -23-


amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company, the Selling Stockholder,
John V. Holten and the Underwriters from the offering of the Shares or (ii) if
the allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company, the
Selling Stockholder, John V. Holten and the Underwriters in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
respective relative benefits received by the Company, the Selling Stockholder,
John V. Holten and the Underwriters shall be deemed to be in the same
proportion, in the case of the Company, the Selling Stockholder and John V.
Holten, as the total price paid to the Company and the Selling Stockholder for
the Shares by the Underwriters (net of underwriting discount but before
deducting expenses), and in the case of the Underwriters, as the underwriting
discount received by them bears to the total of such amounts paid to the Company
and the Selling Stockholder and received by the Underwriters as underwriting
discount in each case as contemplated by the Prospectus. The relative fault of
the Company, the Selling Stockholder, John V. Holten and the Underwriters shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the Company, the Selling Stockholder, John V.
Holten or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The amount paid or payable by a party as a result of the losses,
claims, damages and liabilities referred to above shall be deemed to include any
legal or other fees or expenses reasonably incurred by such party in connection
with investigating or defending any action or claim.

     The Company, the Selling Stockholder, John V. Holten and the Underwriters
agree that it would not be just and equitable if contribution pursuant to this
Section 11 were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in the immediately preceding paragraph. Notwithstanding the provisions of
this Section, no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Shares underwritten
by it and distributed to the public were offered to the public exceeds the
amount of any damages which such Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission and the Selling Stockholder shall not be required to contribute any
amount in excess of the proceeds received by the Selling Stockholder from the
sale of Shares by the Selling Stockholder. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute pursuant to this
Section are several in proportion to their respective underwriting commitments
and not joint.

     (e)  The provisions of this Section 11 shall survive any termination of
this Agreement.

          SECTION 12.  DEFAULT OF UNDERWRITERS. It shall be a condition to the
agreement and obligation of the Company and the Selling Stockholder to sell and
deliver the Shares hereunder, and of each Underwriter to

                                      -24-


purchase the Shares hereunder, that, except as hereinafter in this paragraph
provided, each of the Underwriters shall purchase and pay for all Shares agreed
to be purchased by such Underwriter hereunder upon tender to the Representatives
of all such Shares in accordance with the terms hereof. If any Underwriter or
Underwriters default in their obligations to purchase Shares hereunder on the
First Closing Date and the aggregate number of Shares which such defaulting
Underwriter or Underwriters agreed but failed to purchase does not exceed 10
percent of the total number of Shares which the Underwriters are obligated to
purchase on the First Closing Date, the Representatives may make arrangements
satisfactory to the Company for the purchase of such Shares by other persons,
including any of the Underwriters, but if no such arrangements are made by such
date the nondefaulting Underwriters shall be obligated severally, in proportion
to their respective commitments hereunder, to purchase the Shares which such
defaulting Underwriters agreed but failed to purchase on such date. If any
Underwriter or Underwriters so default and the aggregate number of Shares with
respect to which such default or defaults occur is more than the above
percentage and arrangements satisfactory to the Representatives and the Company
for the purchase of such Shares by other persons are not made within 36 hours
after such default, this Agreement will terminate without liability on the part
of any nondefaulting Underwriter or the Company, except for the expenses to be
paid by the Company pursuant to Section 7 hereof and except to the extent
provided in Section 11 hereof; PROVIDED that the Company shall not be required
to pay the expenses of any defaulting Underwriter.

     In the event that Shares to which a default relates are to be purchased by
the nondefaulting Underwriters or by another party or parties, the
Representatives or the Company shall have the right to postpone the First
Closing Date for not more than seven business days in order that the necessary
changes in the Registration Statement, Prospectus and any other documents, as
well as any other arrangements, may be effected. As used in this Agreement, the
term "Underwriter" includes any person substituted for an Underwriter under this
Section. Nothing herein will relieve a defaulting Underwriter from liability for
its default.

          SECTION 13.  EFFECTIVE DATE. This Agreement shall become effective
immediately as to Sections 7, 9, 11 and 14 and as to all other provisions at
10:00 A.M., Chicago Time, on the day following the date upon which the Pricing
Agreement is executed and delivered, unless such a day is a Saturday, Sunday or
legal holiday (and in that event this Agreement shall become effective at such
hour on the business day next succeeding such Saturday, Sunday or legal
holiday); but this Agreement shall nevertheless become effective at such earlier
time after the Pricing Agreement is executed and delivered as you may determine
on and by notice to the Company and the Selling Stockholder or by release of any
Shares for sale to the public. For the purposes of this Section, the Shares
shall be deemed to have been so released upon the release for publication of any
newspaper advertisement relating to the Shares or upon the release by you of
written communications (i) advising Underwriters that the Shares are released
for public offering, or (ii) offering the Shares for sale to securities dealers,
whichever may occur first.

          SECTION 14.  TERMINATION. Without limiting the right to terminate this
Agreement pursuant to any other provision hereof:

                                      -25-


               (a)    This Agreement may be terminated by the Company by notice
     to you and the Selling Stockholder or by you by notice to the Company and
     the Selling Stockholder at any time prior to the time this Agreement shall
     become effective as to all its provisions, and any such termination shall
     be without liability on the part of the Company or the Selling Stockholder
     to any Underwriter (except for the expenses to be paid or reimbursed
     pursuant to Section 7 hereof and except to the extent provided in Section
     11 hereof) or of any Underwriter to the Company or the Selling Stockholder.

               (b)    This Agreement may also be terminated by you prior to the
     First Closing Date, and the option referred to in Section 5, if exercised,
     may be cancelled at any time prior to the Second Closing Date, if (i)
     trading in securities on the New York Stock Exchange shall have been
     suspended or minimum prices shall have been established on such exchange,
     or (ii) a banking moratorium shall have been declared by Illinois, New
     York, or United States authorities, or (iii) there shall have been any
     change in financial markets or in political, economic or financial
     conditions which, in the opinion of the Representatives, either renders it
     impracticable or inadvisable to proceed with the offering and sale of the
     Shares on the terms set forth in the Prospectus or materially and adversely
     affects the market for the Shares, or (iv) there shall have been an
     outbreak of major armed hostilities between the United States and any
     foreign power which in the opinion of the Representatives makes it
     impractical or inadvisable to offer or sell the Shares. Any termination
     pursuant to this paragraph (b) shall be without liability on the part of
     any Underwriter to the Company or the Selling Stockholder or on the part of
     the Company to any Underwriter or the Selling Stockholder (except for
     expenses to be paid or reimbursed pursuant to Section 7 hereof and except
     to the extent provided in Section 11 hereof).

          SECTION 15.  REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY. The
respective indemnities, agreements, representations, warranties and other
statements of the Company, of its officers, of the Selling Stockholder, of John
V. Holten and of the several Underwriters set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or the Company or any of its or their
partners, principals, members, officers or directors or any controlling person,
or the Selling Stockholder, as the case may be, and will survive delivery of and
payment for the Shares sold hereunder.

          SECTION 16.  NOTICES. All communications hereunder will be in writing
and, if sent to the Underwriters will be mailed, delivered or telegraphed and
confirmed to you c/o William Blair & Company, L.L.C., 222 West Adams Street,
Chicago, Illinois 60606, with a copy to Latham & Watkins LLP, c/o Christopher D.
Lueking, 233 South Wacker Drive, Suite 5800, Chicago, Illinois, 60606 ; if sent
to the Company will be mailed, delivered or telegraphed and confirmed to the
Company at its corporate headquarters, Attn: Robert Sacks, Esq., Executive Vice
President and General Counsel, with a copy to White & Case, c/o Jonathan E.
Kahn, 1155 Avenue of the Americas, New York, New York, 10036; and if sent to the
Selling Stockholder will be mailed, delivered or telegraphed and confirmed to
the Selling Stockholder at its office at 545 Steamboat Rd., Greenwich,
Connecticut, 06830, Attn: John V. Holten, with a copy to White & Case, c/o
Jonathan E. Kahn, 1155 Avenue of the Americas, New York, New York, 10036.

                                      -26-


          SECTION 17.  SUCCESSORS. This Agreement and the Pricing Agreement will
inure to the benefit of and be binding upon the parties hereto and their
respective successors, personal representatives and assigns, and to the benefit
of the officers and directors and controlling persons referred to in Section 11,
and no other person will have any right or obligation hereunder. The term
"successors" shall not include any purchaser of the Shares as such from any of
the Underwriters merely by reason of such purchase.

          SECTION 18.  REPRESENTATION OF UNDERWRITERS. You will act as
Representatives for the several Underwriters in connection with this financing,
and any action under or in respect of this Agreement taken by you will be
binding upon all the Underwriters.

          SECTION 19.  PARTIAL UNENFORCEABILITY. If any section, paragraph or
provision of this Agreement is for any reason determined to be invalid or
unenforceable, such determination shall not affect the validity or
enforceability of any other section, paragraph or provision hereof.

          SECTION 20.  APPLICABLE LAW. This Agreement and the Pricing Agreement
shall be governed by and construed in accordance with the laws of the State of
Illinois.

          SECTION 21.  INTERPRETATION OF CERTAIN TERMS. Any words used herein
used in the singular shall denote the plural as the context so requires and,
when used herein in the plural shall denote the singular as the context so
requires. Pronouns used herein, whether masculine, feminine, or neuter, shall be
interpreted as the context so requires. The word "INCLUDING" shall mean
"INCLUDING, WITHOUT LIMITATION," and thus indicate part of a larger whole; but
shall not be interpreted as indicated the stated limits or extremes. Any
reference to any federal, state, or local law shall be deemed also to refer to
all rules and regulations promulgated thereunder, unless the context requires
otherwise.

          SECTION 22.  COUNTERPARTS. This Agreement may be executed in one or
any number of counterparts, each of which, once so executed, shall be deemed to
be an original, and such counterparts, each of which, once so executed, shall be
deemed to be an original, and such counterparts together shall constitute and be
one and the same instrument binding on all the parties hereto. This Agreement
may be executed by facsimile signature and a facsimile signature shall
constitute and original signature for all purposes.

                                      -27-


     If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to us the enclosed duplicates hereof, whereupon it will
become a binding agreement among the Company, the Selling Stockholder and the
several Underwriters including you, all in accordance with its terms.

                                     Very truly yours,

                                     STANDARD PARKING CORPORATION


                                         By:
                                             --------------------------
                                             James Wilhelm
                                             President & Chief Executive Officer


                                     [SELLING STOCKHOLDER]


                                         By:
                                               --------------------------
                                               John Holten
                                               [Title]


                                     JOHN V. HOLTEN


                                               --------------------------
                                               John V. Holten
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

WILLIAM BLAIR & COMPANY, L.L.C.
THOMAS WEISEL PARTNERS L.L.C.
Acting as Representatives of the
several Underwriters named in
Schedule A.

By William Blair & Company, L.L.C.


By
   ----------------------------------


By Thomas Weisel Partners L.L.C.


By
   ----------------------------------

                                      -28-


                                   SCHEDULE A



                                                                                Number of Firm
                                                                                 Shares to be
                                                                                  Purchased
                                                                                  ---------
                                                                                 
UNDERWRITER

William Blair & Company, L.L.C...............................................

Thomas Weisel Partners L.L.C. ...............................................

____________________________________.........................................

____________________________________.........................................

____________________________________.........................................

                                            TOTAL............................
                                                                                    =======




                                   SCHEDULE B


                           [Significant Subsidiaries]



                                   SCHEDULE C



                                                                                 Maximum Number of       Maximum Number
                                                                                Option Shares to be    of Option Shares to
                                                                                 Purchased from the     be Purchased from
                                                                                Selling Stockholder*       the Company
                                                                                --------------------       -----------
                                                                                                       
UNDERWRITER

William Blair & Company, L.L.C..................................

Thomas Weisel Partners L.L.C. ..................................

____________________________________............................

____________________________________............................

____________________________________............................

                                            TOTAL...............
                                                                                     =========               =========


- ----------
* No Option Shares shall be purchased from the Company until the Underwriters
have purchased the maximum number of Option Shares to be purchased from the
Selling Stockholder.



                                   SCHEDULE D


                         Comfort Letter of Ernst & Young


     (1)  They are independent public accountants with respect to the Company
and its subsidiaries within the meaning of the 1933 Act.

     (2)  In their opinion the consolidated financial statements and schedules
of the Company and its subsidiaries included in the Registration Statement and
the consolidated financial statements of the Company from which the information
presented under the caption "Selected Consolidated Financial Data" has been
derived which are stated therein to have been examined by them comply as to form
in all material respects with the applicable accounting requirements of the 1933
Act.

     (3)  On the basis of specified procedures, including inquiries of certain
officers of the Company and its subsidiaries responsible for financial and
accounting matters as to transactions and events subsequent to ____________,
________, a reading of minutes of meetings of the stockholders and directors of
the Company and its subsidiaries since ____________, _______, a reading of the
latest available interim unaudited consolidated financial statements of the
Company and its subsidiaries (with an indication of the date thereof) and other
procedures as specified in such letter, nothing came to their attention which
caused them to believe that (i) the unaudited consolidated financial statements
of the Company and its subsidiaries included in the Registration Statement do
not comply as to form in all material respects with the applicable accounting
requirements of the 1933 Act or that such unaudited financial statements are not
fairly presented in accordance with generally accepted accounting principles
applied on a basis substantially consistent with that of the audited financial
statements included in the Registration Statement; (ii) the proforma financial
statements of the Company and its subsidiaries included in the Registration
Statement do not comply as to form in all material respects with the applicable
accounting requirements of the 1933 Act or that such unaudited financial
statements are not fairly presented in accordance with generally accepted
accounting principles applied on a basis substantially consistent with that of
the audited financial statements included in the Registration Statement and; or
(iii) at a specified date not more than five days prior to the date thereof in
the case of the first letter and not more than two business days prior to the
date thereof in the case of the second and third letters, there was any change
in the capital stock or long-term debt or short-term debt (other than normal
payments) of the Company and its subsidiaries on a consolidated basis or any
decrease in consolidated net current assets or consolidated stockholders' equity
as compared with amounts shown on the latest unaudited balance sheet of the
Company included in the Registration Statement or for the period from the date
of such balance sheet to a date not more than five days prior to the date
thereof in the case of the first letter and not more than two business days
prior to the date thereof in the case of the second and third letters, there
were any decreases, as compared with the corresponding period of the prior year,
in consolidated net sales, consolidated income before income taxes or in the
total or per share amounts of consolidated net income except, in all instances,
for



changes or decreases which the Prospectus discloses have occurred or may occur
or which are set forth in such letter.

     (4)  They have carried out specified procedures, which have been agreed to
by the Representatives, with respect to certain information in the Prospectus
specified by the Representatives, and on the basis of such procedures, they have
found such information to be in agreement with the general accounting records of
the Company and its subsidiaries.

                                      -33-


                                   SCHEDULE E


        [List of all stockholders, option-holders, officer and directors]



                                                                       EXHIBIT A


                          [STANDARD PARKING LETTERHEAD]


                       ____________ Shares Common Stock(1)


                                PRICING AGREEMENT


                                                              ____________, 2004

William Blair & Company, L.L.C.
Thomas Weisel Partners L.L.C.
     As Representatives of the Several
     Underwriters
c/o William Blair & Company, L.L.C.
222 West Adams Street
Chicago, Illinois 60606


Ladies and Gentlemen:


     Reference is made to the Underwriting Agreement dated ____________, 2004
(the "UNDERWRITING AGREEMENT") relating to the sale by the Company and the
purchase by the several Underwriters for whom William Blair & Company, L.L.C.
and Thomas Weisel Partners L.L.C. are acting as representatives (the
"REPRESENTATIVES"), of the above Shares. All terms herein shall have the
definitions contained in the Underwriting Agreement except as otherwise defined
herein.

     Pursuant to Section 5 of the Underwriting Agreement, the Company agrees
with the Representatives as follows:

          1.   The initial public offering price per share for the Shares shall
be $__________.

          2.   The purchase price per share for the Shares to be paid by the
several Underwriters shall be $__________, being an amount equal to the initial
public offering price set forth above less $__________ per share.


- ----------
(1)  Plus an option to acquire up to _______ additional shares to cover
overallotments



     Schedule A is amended as follows:


     If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to us the enclosed duplicates hereof, whereupon it will
become a binding agreement among the Company and the several Underwriters,
including you, all in accordance with its terms.

                                     Very truly yours,

                                     STANDARD PARKING CORPORATION


                                         By:
                                             --------------------------
                                             James Wilhelm
                                             President & Chief Executive Officer


The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

WILLIAM BLAIR & COMPANY, L.L.C.
THOMAS WEISEL PARTNERS L.L.C.

Acting as Representatives of the
several Underwriters.


By William Blair & Company, L.L.C.


By
   ---------------------------------
              Principal


By Thomas Weisel Partners L.L.C.


By
   ---------------------------------
              Principal

                                      -36-

EX-3.2

                                                                     Exhibit 3.2

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                          STANDARD PARKING CORPORATION

                                _______ ___, 2004



                                    ARTICLE I

                                     OFFICES

     Section 1.01 REGISTERED OFFICE. The registered office of Standard Parking
Corporation (the "CORPORATION") required by the General Corporation Law of
Delaware to be maintained in the State of Delaware shall be fixed in the
Corporation's Second Amended and Restated Certificate of Incorporation, as may
be further amended from time to time (the "CERTIFICATE OF INCORPORATION").

     Section 1.02 PRINCIPAL AND OTHER OFFICES. The principal and other offices
of the Corporation may be, within or without the State of Delaware as the
business of the Corporation may require from time to time.

                                   ARTICLE II

                                  STOCKHOLDERS

     Section 2.01 ANNUAL MEETING. The annual meeting of the stockholders (the
"ANNUAL MEETING") shall be held on such date as determined by the Board of
Directors (the "BOARD"), at such hour as shall be designated in the notice of
the meeting for the purpose of electing directors and for the transaction of
such other business as may properly come before the meeting. If the day fixed
for the Annual Meeting shall be a legal holiday, such meeting shall be held on
the next succeeding business day. If the election of directors shall not be held
on the day designated herein for any Annual Meeting, or at any adjournment
thereof, the Board shall cause the election to be held at a meeting of the
stockholders as soon thereafter as convenient.

     Section 2.02 SPECIAL MEETINGS. Special meetings of the stockholders may be
called by the Chairperson of the Board alone or by the Board pursuant to a
resolution adopted by a majority of the directors on the Board.

     Section 2.03 PLACE OF MEETING. The Board may designate any place, either
within or without the State of Delaware, as the place of meeting for any annual
meeting or for any special meeting called pursuant to Section 2.02 of these
Bylaws. If no designation is made, or if a special meeting is otherwise called,
the place of meeting shall be at the principal executive office of the
Corporation, except as otherwise provided in Section 2.05 of these Bylaws. The
Board may, in its sole discretion, determine that a meeting or meetings of the
stockholders shall not be held at any place, but may instead be held solely by
means of remote communication as authorized and in the manner set forth in
paragraph (a)(2) of Section 211 of the Delaware General Corporation Law
("DGCL").

     Section 2.04 NOTICE OF MEETING. Written or printed notice stating the
place, if any, day, hour of the meeting, and means of remote communication, if
any, by which stockholders and proxy holders may be deemed to be present in
person and vote at stockholder meetings, and in the case of a special meeting,
the purposes for which the meeting is called, shall be delivered not less than
ten (10) nor more than sixty (60) days before the date of the meeting, or in the
case of a merger or consolidation not less than twenty (20) nor more than sixty
(60) days before the



meeting, either personally or by mail, by or at the direction of the President,
or the Secretary, or the officer or persons calling the meeting, to each
stockholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the stockholder at such stockholder's address as it appears on the
records of the Corporation, with postage thereon prepaid. Stockholders may
consent to receiving electronic delivery of notice of stockholder meetings,
subject to the limitations found in Section 232 of the DGCL. Any waiver of
notice of a stockholder meeting may be given by electronic transmission in the
manner set forth in Section 229 of the DGCL.

     Section 2.05 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders, or stockholders entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose, the Board may provide that the stock transfer books shall be
closed for a stated period but not to exceed, in any case, sixty (60) days. If
the stock transfer books shall be closed for the purpose of determining
stockholders entitled to notice of or to vote at a meeting of stockholders, such
books shall be closed for at least ten (10) days, or in the case of a merger or
consolidation, at least twenty (20) days, immediately preceding such meeting. In
lieu of closing the stock transfer books, the Board may fix in advance a date as
the record date for any such determination of stockholders, such date in any
case to be not more than (60) sixty days and, for a meeting of stockholders, not
less than ten (10) days, or in the case of a merger or consolidation, not less
than twenty (20) days, immediately preceding such meeting. If the stock transfer
books are not closed and no record date is fixed for the determination of
stockholders entitled to notice of or to vote at a meeting of stockholders, or
stockholders entitled to receive payment of a dividend, the date on which notice
of the meeting is mailed or the date on which the resolution of the Board
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of stockholders.

     Section 2.06 VOTING LISTS. The officer or agent having charge of the
transfer books for shares of the Corporation shall make at least ten (10) days
before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting, arranged in alphabetical order, with the
address of and the number of shares held by each. Such list need not include
electronic mail addresses or other electronic contact information and shall be
open to the examination of any stockholder for any purpose germane to the
meeting, for a period of at least ten (10) days prior to the meeting, (i) on a
reasonably accessible electronic network, provided that the information required
to gain access to such list is provided with the notice of the meeting or (ii)
during ordinary business hours, at the principal place of business of the
Corporation. In the event that the Corporation determines to make the list
available on an electronic network, the Corporation may take reasonable steps to
ensure that such information is available only to stockholders of the
Corporation. If the meeting is to be held at a place, then the list shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. If the meeting
is to be held solely by means of remote communication, then the list shall also
be open to the examination of any stockholder during the whole time of the
meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.

                                        2


     Section 2.07 QUORUM. The holders of shares having a majority of the voting
power of the capital stock of the Corporation issued and outstanding and
entitled to vote at such meeting, represented in person or by proxy, shall
constitute a quorum at any meeting of stockholders; provided, that if shares
having less than a majority of the voting power of the capital stock of the
Corporation are represented at said meeting, then shares having a majority of
the voting power of all shares so represented may adjourn the meeting from time
to time without further notice. If a quorum is present, the affirmative vote of
the majority of the voting power of the shares represented at the meeting shall
be the act of the stockholders, unless the vote of a greater number or voting by
classes is required by the DGCL or the Certificate of Incorporation. Where a
separate vote by class or classes is required, a majority of the shares of such
class or classes in person or represented by proxy shall constitute a quorum
entitled to take action with respect to that vote on that matter.

     Section 2.08 PROXIES. At any meeting of the stockholders, every stockholder
entitled to vote may vote in person or by proxy authorized by an instrument in
writing or by a transmission permitted by law and filed in accordance with the
procedure established for the meeting. Any copy, facsimile telecommunication or
other reliable reproduction of the writing or transmission created pursuant to
this paragraph may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used; provided that, such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission. No proxy shall be valid after eleven
(11) months from the date of its execution, unless otherwise provided in the
proxy.

     Section 2.09 ORDER OF BUSINESS. At any Annual Meeting, only such business
shall be conducted as shall have been brought before the Annual Meeting (i) by
or at the direction of the Board, or (ii) by any stockholder who complies with
the procedures set forth in this Section 2.09. For business properly to be
brought before an Annual Meeting by a stockholder, the stockholder must have
given timely notice thereof in proper written form to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to the
Secretary at the principal executive offices of the Corporation no later than
the close of business on the 120th day nor earlier than the close of business on
the 150th day prior to the anniversary date of the preceding year's Annual
Meeting. To be in proper written form, a stockholder's notice to the Secretary
shall set forth in writing as to each matter the stockholder proposes to bring
before the Annual Meeting: (i) a brief description of the business desired to be
brought before the Annual Meeting and the reasons for conducting such business
at the Annual Meeting; (ii) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business; (iii) the class
and number of shares of the Corporation which are beneficially owned by the
stockholder; and (iv) any material interest of the stockholder in such business.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at an Annual Meeting except in accordance with the procedures set
forth in this Section 2.09. The chairperson of an Annual Meeting shall, if the
facts warrant, determine and declare to the Annual Meeting that business was not
properly brought before the Annual Meeting in accordance with the provisions of
this Section 2.09 and, if he should so determine, he shall so declare to the
Annual Meeting and any such business not properly brought before the Annual
Meeting shall not be transacted.

                                        3


     Section 2.10 INFORMAL ACTION BY STOCKHOLDERS. Any action required to be
taken at any Annual Meeting or special meeting of the stockholders, or any other
action which may be taken at any Annual Meeting or special meeting of the
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who would
have been entitled to notice of the meeting in which the action was taken and
who have not consented in writing. Written consent includes the use of telegram,
cablegram, or other electronic transmission as described in Section 219 of the
DGCL. However, unless the Board provide otherwise, such transmission must be
reproduced in paper form and delivered to the Corporation's registered office,
principal place of business or its officer or agent having custody of the book
in which proceeding of meetings of stockholders are recorded, in order to be
deemed delivered.

     Section 2.11 VOTING BY BALLOT AND PROXY. Voting on any question or in any
election at any meeting may be by voice vote unless the presiding officer shall
order or any stockholder shall demand that voting be by ballot or proxy. When
counting written ballots and proxies to determine their validity, inspectors of
election may rely on any verification information required of stockholders
voting electronically. Written ballots and proxies include those submitted
electronically as set forth in paragraph (e) of Section 211 of the DGCL.

                                   ARTICLE III

                                    DIRECTORS

     Section 3.01 GENERAL POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of its Board.

     Section 3.02 NUMBER, TENURE AND QUALIFICATION. The number of directors of
the Corporation shall be no less than three (3) and no more than nine (9). The
exact number of directors may be fixed from time to time by resolution of the
Board. Each director shall hold office until the next annual meeting of
stockholders or until his successor shall have been duly elected and qualified.
Directors need not be residents of Delaware or stockholders of the Corporation.

     Section 3.03 REGULAR MEETINGS. A regular meeting of the Board shall be held
without other notice than these Bylaws, immediately after, and at the same
place, if any, as the annual meeting of stockholders. The Board may provide, by
resolution, the time and place, either within or without the State of Delaware,
for the holding of additional regular meetings without other notice than such
resolution. The independent directors of the Corporation will have regularly
scheduled meetings at which only independent directors may be present. Notice of
such meetings shall be provided as set forth in Section 3.05 below.

                                        4


     Section 3.04 SPECIAL MEETINGS. Special meetings of the Board may be called
by the Chairperson of the Board alone or by a majority of the directors on the
Board. The person or persons authorized to call special meetings of the Board
may fix any place, if any, either within or without the State of Delaware, as
the place for holding any special meeting of the Board called by them.

     Section 3.05 NOTICE. Notice of any special meeting shall be given at least
24 hours prior thereto by written notice delivered personally, by courier or
mailed to each director at such director's business address, or by telegram or
facsimile. If notice is given by courier, such notice shall be deemed to be
delivered one (1) business day following deposit with the courier. If mailed,
such notice shall be deemed to be delivered two (2) days following deposit in
the United States mail. If notice be given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
If notice is given by facsimile, such notice shall be deemed to be delivered on
the day of transmission if transmitted during the recipient's normal business
hours or one (1) business day following transmission if transmitted after
business hours. Any director may waive notice of any meeting. The attendance of
a director at any meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board need be specified in the notice or
waiver of notice of such meeting.

     Section 3.06 QUORUM. A majority of the number of directors fixed by these
Bylaws shall constitute a quorum for the transaction of business at any meeting
of the Board, provided, that if less than a majority of such number of directors
are present at said meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.

     Section 3.07 MANNER OF ACTING. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board.

     Section 3.08 VACANCIES. Any vacancy occurring in a directorship and any
directorship to be filled by reason of an increase in the number of directors
shall be filled by the Board based upon the recommendation of the Nominating and
Corporate Governance Committee, or by stockholders if such vacancy was caused by
the removal of a director by the action of the holders of Common Stock, in which
event such vacancy may not be filled by the Board. Any director elected to such
vacancy shall hold office until the next annual meeting of stockholders.

     Section 3.09 RESIGNATIONS. Any director of the Corporation may resign at
any time by giving notice in writing or by electronic transmission (as such term
is defined in subsection (c) of Section 232 of the DGCL) to the Board, the
Chairperson, if any, the chief executive officer, the president, the chief
financial officer or the secretary of the Corporation. Such resignation shall
take effect at the time specified therein and, unless tendered to take effect
upon acceptance thereof, the acceptance of such resignation shall not be
necessary to make it effective.

                                        5


     Section 3.10 REMOVAL OF DIRECTORS. Any director or the entire Board of this
Corporation may be removed with or without cause at any annual or special
meeting of stockholders by the holders of a majority of the shares then entitled
to vote at an election of directors.

     Section 3.11 EXPENSES OF ATTENDANCE; EXCESS COMPENSATION. By resolution of
the Board, the directors may be paid their expenses, if any, of attendance at
each meeting of the Board. In the event the Internal Revenue Service shall deem
any compensation (including any fringe benefit) paid to a director to be
unreasonable or excessive, such director must repay to the Corporation the
excess over what is determined by the Internal Revenue Service to be reasonable
compensation, with interest on such excess at the minimum applicable federal
rate, within ninety days after notice from the Corporation.

     Section 3.12 PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the Board at which action on any corporate matter is
taken shall be conclusively presumed to have assented to the action taken unless
such director's dissent shall be entered in the minutes of the meeting or unless
such director shall file such director's written dissent to such action with the
person acting as the Secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.

     Section 3.13 INFORMAL ACTION BY BOARD. Any action required or permitted to
be taken at any meeting of the Board, or of any committee thereof, may be taken
without a meeting if all members of the Board or committee consent thereto in
writing or by electronic transmission (as such term is defined in subsection (c)
of Section 232 of the DGCL), and the writing(s) or electronic transmissions(s)
are filed with the minutes of proceedings of the Board or committee thereof.
Such filing(s) shall be in paper form if the minutes are maintained in paper
form and shall be in electronic form if the minutes are maintained in electronic
form.

     Section 3.14 PARTICIPATION BY CONFERENCE TELEPHONE. Members of the Board or
of any committee designated by the Board may participate in a meeting of such
Board or committee by means of conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in such meeting shall constitute attendance and
presence in person at the meeting of the person or persons so participating.

     Section 3.15 COMMITTEES. The Board may, by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of one or more of the directors of the Corporation. The Board may designate one
or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board to
act at the meeting in the place of any such absent or disqualified member. Any
such committee, to the extent provided in the resolution of the Board, or in
these Bylaws, shall have and may exercise all the powers and authority of the
Board in the management of the business and affairs of the

                                        6


Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation by the
Board, adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
Bylaws of the Corporation; and, unless the Board, Bylaws or Certificate of
Incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a Certificate of Ownership and Merger.

          Section 3.15.1 NOMINATING AND CORPORATE GOVERNANCE COMMITTEE. The
Board shall establish a Nominating and Corporate Governance Committee authorized
to (i) identify individuals qualified to become directors and recommend to the
full Board the director nominees for each annual meeting of the Corporation's
stockholders; (ii) recommend to the full Board director nominees qualified to
fill any vacancy on the Board occurring for any reason; (iii) recommend to the
full Board directors to serve on each committee of the Board; and (iv) develop,
recommend to the Board and assess corporate governance policies. The Nominating
and Corporate Governance Committee shall consist of at least three (3) members.
The Board shall adopt a charter for the Nominating and Corporate Governance
Committee setting out more fully the duties and powers of the Nominating and
Corporate Governance Committee.

     A stockholder may recommend a director nominee for consideration by the
Nominating and Corporate Governance Committee by complying with the procedures
adopted by the Nominating and Corporate Governance Committee. In lieu of making
a recommendation of a director nominee for consideration by the Nominating and
Corporate Governance Committee, a stockholder may seek to directly nominate
candidates for an election of directors at an Annual Meeting or Special Meeting
called for the purpose of electing one or more directors to the Board only by
providing timely notice in writing to the Secretary of the Corporation. To be
timely for an Annual Meeting, a stockholder's notice must be delivered to the
Secretary at the principal executive offices of the Corporation no later than
the close of business on the 120th day nor earlier than the close of business on
the 150th day prior to the anniversary date of the preceding year's Annual
Meeting. To be timely for a Special Meeting, a stockholder's notice must be
delivered to the Secretary at the principal executive offices of the Corporation
no later than the close of business on the 90th day nor earlier than the close
of business on the 120th day prior to the date of the special meeting or the
10th day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board to be
elected at such meeting. Such stockholder's notice shall set forth (i) as to
each person whom the stockholder proposes to nominate for election as a
director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (including such person's written consent to being named
in the proxy statement as a nominee and to serving as a director if elected);
and (ii) as to the stockholder giving notice (A) the name and address, as they
appear on the Corporation's books, of the stockholder making such nomination;
and (B) the class and number of shares of the Corporation which are beneficially
owned by the stockholder. At the request of the Board of Directors any person
nominated by the Board of Directors for election as a director shall furnish to
the

                                        7


Secretary of the Corporation that information required to be set forth in a
stockholder's notice of nomination which pertains to the nominee.

          Section 3.15.3 COMPENSATION COMMITTEE. The Board shall establish a
Compensation Committee whose principal duties shall be to provide assistance to
the Board in fulfilling their responsibility to the stockholders to ensure that
the Corporation's officers, executives, and Board members are compensated in
accordance with the Corporation's total compensation objectives and executive
compensation policy. The Compensation Committee shall (i) review and determine
compensation policies, strategies, pay levels and forms of compensation
necessary to support organizational objectives; (ii) review and determine
bonuses for officers and other employees, (iii) review and determine stock-based
compensation, and (iv) produce an annual report on executive compensation for
inclusion in the Corporation's proxy statement, or, if the Corporation does not
file a proxy statement, in its annual report filed on Form 10-K with the SEC, in
accordance with applicable rules and regulations. The Board shall adopt a
charter for the Compensation Committee setting out more fully the duties and
powers of the Compensation Committee.

          Section 3.15.4 AUDIT COMMITTEE. The Board shall establish an Audit
Committee to (i) be directly responsible for the appointment, compensation and
oversight over the work of the Company's public accountants; (ii) oversee the
accounting and financial reporting processes of the Company and the audit of the
financial statements of the Company; (iii) prepare the report required by the
rules of the Securities and Exchange Commission to be included in the Company's
annual proxy statement., and (iv) review and approve related party transactions.
The Audit Committee shall consist of three (3) or more directors who shall be
appointed by the Board. Each member of the Audit Committee shall qualify as an
"independent director", and shall possess such other knowledge and background as
may be required, under applicable law and the Nasdaq National Market listing
requirements. The Board shall adopt a charter for the Audit Committee setting
out more fully the duties, powers and member qualifications of the Audit
Committee.

                                   ARTICLE IV

                                    OFFICERS

     Section 4.01 NUMBER. The executive officers of the Corporation shall be, at
minimum, a Chief Executive Officer, President, a Chief Financial Officer, a
Secretary and a Treasurer. The Board may also choose a Chairperson of the Board
and such Vice Presidents (the number thereof to be determined by the Board),
Assistant Treasurers, Assistant Secretaries or other officers as may be elected
or appointed by the Board. If more than one Vice President is elected or
appointed, only Executive Vice Presidents, if any, shall be deemed to be
executive officers of the Corporation. Any two or more offices may be held by
the same person.

     Section 4.02 ELECTION AND TERMS OF OFFICE. The officers of the Corporation
shall be elected annually by the Board at the first meeting of the Board held
after each annual meeting of stockholders. If the election of officers shall not
be held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his or her

                                        8


successor shall have been duly elected and shall have qualified or until his or
her death or until he or she shall resign or shall have been removed in the
manner hereinafter provided. Election or appointment of an officer or agent
shall not of itself create contract rights.

     Section 4.03 REMOVAL. Any officer or agent elected or appointed by the
Board may be removed by the Board whenever in its judgment the best interests of
the Corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.

     Section 4.04 VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, or because of the creation
of an office, may be filled by the Board for the unexpired portion of the term.

     Section 4.05 THE CHAIRPERSON. The Chairperson of the Board, if one is
appointed, the Chief Executive Officer, if one is appointed, or the President
shall preside at all meetings of the stockholders and of the Board and shall see
that orders and resolutions of the Board are carried into effect. He or she
shall have concurrent power with the Chief Executive Officer, if any, and the
President to sign bonds, mortgages, certificates for shares and other contracts
and documents, whether or not under the seal of the Corporation except in cases
where the signing and execution thereof shall be expressly delegated by law, by
the Board or by these Bylaws to some other officer or agent of the Corporation.
The Chairman of the Board shall perform such duties as the Board may from time
to time prescribe.

     Section 4.06 THE CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall
be the principal executive officer of the Corporation and shall, in general,
supervise and control all of the business and affairs of the Corporation, unless
otherwise provided by the Board. He or she may sign bonds, mortgages,
certificates for shares and all other contracts and documents whether or not
under the seal of the Corporation except in cases where the signing and
execution thereof shall be expressly delegated by law, by the Board or by these
Bylaws to some other officer or agent of the Corporation. He or she shall have
general powers of supervision and shall be the final arbiter of all differences
between officers of the Corporation and his or her decision as to any matter
affecting the Corporation shall be final and binding as between the officers of
the Corporation subject only to its Board.

     Section 4.07 THE PRESIDENT. If no Chief Executive Officer is appointed, or
in the absence of the Chief Executive Officer, the President shall perform the
duties of the Chief Executive Officer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chief Executive
Officer. He or she shall have concurrent power with the Chief Executive Officer
to sign bonds, mortgages, certificates for shares and other contracts and
documents, whether or not under the seal of the Corporation except in cases
where the signing and execution thereof shall be expressly delegated by law, by
the Board or by these Bylaws to some other officer or agent of the Corporation.
In general, he or she shall perform all duties incident to the office of
President and such other duties as the Chief Executive Officer or the Board may
from time to time prescribe.

                                        9


     Section 4.08 THE VICE PRESIDENTS. In the absence of the President or in the
event of his inability or refusal to act, the Vice President (or in the event
there be more than one Vice President, the Executive Vice Presidents in the
order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the President, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. The Board may classify any Vice President as an Executive Vice
President, Senior Vice President, Vice President or Assistant Vice President, or
any other designation as the Board may from time to time determine. Any Vice
President may sign, with the Secretary or an Assistant Secretary, certificates
for shares of the Corporation, and shall perform such other duties as from time
to time may be assigned to him by the President or by the Board.

     Section 4.9  THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
be the principal financial officer of the Corporation, and shall (a) have charge
and custody of, and be responsible for, all funds and securities of the
Corporation; (b) deposit all funds and securities of the Corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with these Bylaws; (c) from time to time prepare or cause to be prepared and
render financial statements of the Corporation at the request of the Chief
Executive Officer, the President, the Chairman of the Board, if any, or the
Board; and (d), in general, perform all duties incident to the office of Chief
Financial Officer and such other duties as from time to time may be prescribed
by the Chairman of the Board, if any, the Chief Executive Officer, the President
or the Board; provided, however, that in connection with the election of the
Chief Financial Officer, the Board may limit in any manner the duties (other
than those specified in clauses (a) through (d) hereof) which may be prescribed
to be performed by the Chief Financial Officer by the Chairman of the Board, if
any, the Chief Executive Officer and/or the President.

     Section 4.10 THE PRINCIPAL ACCOUNTING OFFICER. The Principal Accounting
Officer shall be the principal accounting officer of the Corporation, and shall
(a) keep or cause to be kept correct and complete books and records of account
including a record of all receipts and disbursements; (b) from time to time
prepare or cause to be prepared and render financial statements of the
Corporation at the request of the Chief Executive Officer, the President, the
Chairman of the Board, if any, or the Board; and (c), in general, perform all
duties incident to the office of Principal Accounting Officer and such other
duties as from time to time may be prescribed by the Chairman of the Board, if
any, the Chief Executive Officer, the President or the Board.

     Section 4.11 THE TREASURER. If no Chief Financial Officer is appointed, or
in his or her absence or in the event of his or her inability or refusal to act,
the Treasurer shall perform the duties of the Chief Financial Officer, and when
so acting, shall have all the powers of and be subject to all the restrictions
upon the Chief Financial Officer. He or she shall, in general, perform all the
duties incident to the office of Treasurer and such other duties and have such
other powers as the Chief Executive Officer, the President or the Board may from
time to time prescribe.

     Section 4.12 THE SECRETARY. The Secretary shall: (a) keep the minutes of
the stockholders' and of the Board' meetings in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the Corporation and see that the

                                       10


seal of the Corporation is affixed to all certificates for shares prior to the
issue thereof and to all documents, the execution of which on behalf of the
Corporation under its seal is duly authorized in accordance with the provisions
of these Bylaws; (d) keep a register of the post office address of each
stockholder which shall be furnished to the Secretary by such stockholder; (e)
sign with the President, or a Vice President, certificates for shares of the
Corporation, the issue of which shall have been authorized by resolution of the
Board; (f) have general charge of the stock transfer books of the Corporation;
and (g) in general perform all duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him by the President
or by the Board.

     Section 4.13 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The Assistant
Treasurers shall respectively, if required by the Board, give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
Board shall determine. The Assistant Secretaries as thereunto authorized by the
Board may sign with the President or a Vice President certificates for shares of
the Corporation, the issue of which shall have been authorized by a resolution
of the Board. The Assistant Treasurers and Assistant Secretaries, in general,
shall perform such duties as shall be assigned to them by the Treasurer or the
Secretary, respectively, or by the President or the Board.

     Section 4.14 SALARIES. The salaries of the executive officers shall be
fixed from time to time by the Board and no officer shall be prevented from
receiving such salary by reason of the fact that he or she is also a director of
the Corporation. In the event that the Internal Revenue Service shall deem any
compensation (including any fringe benefit) paid to an officer to be
unreasonable or excessive, such officer must repay to the Corporation the excess
over what is determined by the Internal Revenue Service to be reasonable
compensation, with interest on such excess at the minimum applicable federal
rate, within 90 days after notice from the Corporation.

                                    ARTICLE V

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Section 5.01 INDEMNIFICATION OF OFFICERS AND DIRECTORS. As provided in the
Certificate of Incorporation:

          Section 5.01.1 RIGHT TO INDEMNIFICATION. The Corporation shall, to the
fullest extent permitted by the provisions of Section 145 of the DGCL, as the
same may be amended and supplemented ("SECTION 145"), indemnify any director or
officer of the Corporation whom it shall have the power to indemnify under said
section (each a "COVERED PERSON") from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by Section 145 ("COVERED
MATTER").

          Section 5.01.2 AUTHORIZATION OF INDEMNIFICATION. Notwithstanding
Section 5.01.1, the Corporation shall indemnify a Covered Person only as
authorized in the specific case upon a determination that indemnification of the
Covered Person is proper in the circumstances because such Covered Person has
met the applicable standard of conduct set forth in Section 145. Such
determination shall be made, with respect to a Covered Person who is a director
or officer at the

                                       11


time of such determination, (1) by the Board by a majority vote of directors who
were not parties to such action, suit or proceeding, even though less than a
quorum, or (2) by a committee of such directors designated by majority vote of
such directors, even though less than a quorum, or (3) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (4) by the stockholders of the Corporation.

          Section 5.01.3 ADVANCEMENT OF EXPENSES. Expenses (including attorneys'
fees) incurred by an officer or director in defending any Covered Matter may be
paid by the Corporation in advance of the final disposition of such Covered
Matter upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
Covered Person is not entitled to be indemnified by the Corporation as
authorized in this Article V. Such expenses (including attorneys' fees) incurred
by former directors and officers or other Covered Persons may be so paid upon
such terms and conditions, if any, as the Corporation deems appropriate.

          Section 5.01.4 NON-EXCLUSIVE RIGHTS. The indemnification and
advancement of expenses provided by or granted pursuant to this Section 5.01
shall not be deemed exclusive of any other rights to which Covered Persons may
be entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person's official capacity and
as to action in another capacity while holding such office.

          Section 5.01.5 AMENDMENT OR REPEAL. Any repeal or modification of this
Section 5.01 shall not adversely affect any right or protection hereunder of any
Covered Person in respect of any act or omission occurring prior to the time of
such repeal or modification. The indemnification and advancement of expenses
provided by or granted pursuant to this Section 5.01, unless otherwise provided
when authorized or ratified, shall continue as to a Covered Person who has
ceased to be a Covered Person and shall inure to the benefit of the heirs,
executors, and administrators of such person.

          Section 5.01.6 AMENDMENT OR MODIFICATION OF ARTICLE V. Notwithstanding
anything contained in the Certificate of Incorporation or these Bylaws to the
contrary, the affirmative vote of the holders of at least a majority of the
voting power of the then outstanding capital stock of the Corporation, voting
together as a single class, shall be required to amend, repeal or adopt any
provision inconsistent with this Article V.

     Section 5.02 ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS. As provided for
in the Certificate of Incorporation of the Corporation, no director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, as the same exists or hereafter may be amended, or (iv)
for any transaction from which the director derived an improper personal
benefit. If the DGCL is amended to authorize the further elimination or
limitation of liability of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by a amended DGCL. Any
repeal or modification of this Section

                                       12


5.02 by the stockholders of the Corporation shall be prospective only, and shall
not adversely affect any limitation on the personal liability of a director of
the Corporation existing at the time of such repeal or modification.

                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Section 6.01 CERTIFICATES FOR SHARES. Certificates representing shares of
the Corporation shall be in such form as may be determined by the Board. Such
certificates shall be signed by the Chief Executive Officer, President or a Vice
President and by the Secretary or an Assistant Secretary and shall be sealed
with the seal of the Corporation. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate, a new one may be issued therefor upon such
terms and indemnity to the Corporation as the Board may prescribe.

     Section 6.02 TRANSFER OF SHARES. Transfers of shares of the Corporation
shall be made only on the books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his or her attorney thereunto authorized by power
of attorney duly executed and filed with the Secretary of the Corporation, and
on surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation.

                                   ARTICLE VII

                                   FISCAL YEAR

     The fiscal year of the Corporation shall begin on the first day of January
in each year and end on the last day of December in each year.

                                  ARTICLE VIII

                                    DIVIDENDS

     The Board may from time to time, declare, and the Corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and its Certificate of Incorporation.

                                       13


                                   ARTICLE IX

                                      SEAL

     The Board may approve a corporate seal which shall be in the form of a
circle and shall have inscribed thereon the name of the Corporation and the
words, "Corporate Seal, Delaware."

                                    ARTICLE X

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given under the provisions
of these Bylaws or under the provisions of the Certificate of Incorporation or
under the provisions of the DGCL law, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE XI

                            AMENDMENTS TO THE BYLAWS

     These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by unanimous written consent of the Board or at any meeting of the Board
by a majority of the directors present at the meeting, subject to the power of
the stockholders holding a majority of the voting power of the Corporation's
capital stock to alter or repeal Bylaw amendments made by the Board.

                                       14

EX-10.6.5

                                                                  Exhibit 10.6.5

                FIFTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

     THIS FIFTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this "Fifth
Amendment") is made and entered into as of this 30th day of April, 2004, by and
between STANDARD PARKING CORPORATION, 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"), the Second Amendment dated October 19, 2001 (the
"Second Amendment"), Third Amendment dated January 31, 2002 ("Third Amendment")
and Fourth Amendment dated April 1, 2003 ("Fourth Amendment"). The Employment
Agreement, First Amendment, Second Amendment, Third Amendment and Fourth
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.   Paragraph 3 is hereby amended by deleting the existing Paragraph 3 in
its entirety and substituting the following paragraph in lieu thereof:

          "3. EMPLOYMENT PERIOD. The Company shall employ the Executive, and the
          Executive shall serve the Company, on the terms and conditions set
          forth in this Agreement, for a period of three (3) years beginning May
          1, 2004 (the "Commencement Date") and ending April 30, 2007 (the
          "Employment Period"), provided, however, that commencing on the third
          anniversary of the Commencement Date and thereafter on each annual
          anniversary of such date (each annual anniversary thereof shall
          hereinafter be referred to as the "Renewal Date"), unless previously
          terminated, the Employment Period shall be automatically extended so
          as to terminate three (3) years from the Renewal Date (individually
          referred to as a "Renewal Period" and in the plural as the "Renewal
          Periods"), unless 180 days prior to the Renewal Date the Company or
          the Executive shall terminate this Agreement by giving notice to

                                      - 1 -


          the other party that the Employment Period shall not be so extended.
          The Employment Period, as extended by one or more Renewal Periods,
          shall hereinafter be deemed to be the Employment Period.
          Notwithstanding any such termination, Paragraph 5 shall remain in full
          force and effect."

     2.   Subsection (i) of subparagraph 4 (c) is hereby amended by deleting the
reference to "36-month period" in the first sentence and substituting in lieu
thereof "60-month period".

     3.   Subsection (ii) of subparagraph 4 (c) is hereby amended by (x)
deleting the multiplier "three times" in the first sentence and substituting in
lieu thereof "five times", and (y) deleting the reference to the "36-month
period" in the second sentence and substituting in lieu thereof "60-month
period".

     4.   Subsection (ii) of subparagraph 4(j) is hereby amended by adding the
following sentence immediately following the sentence beginning "For Example..."
and ending "...until age 65.":

          "For purposes of computing the Company Contribution, each year that
          Executive receives Salary Continuation Payments shall constitute a
          year Executive remains with the Company."

     5.   Subparagraph (f) of Paragraph 5 is hereby amended by deleting the
reference to "eighteen (18) months" in the second sentence of the introductory
paragraph and substituting in lieu thereof "sixty (60) months".

     6.   Subparagraph (g) of Paragraph 5 is hereby amended by deleting the
entire subparagraph and substituting the following subparagraph in lieu thereof:

          "(g) As additional consideration for the representation and
          restrictions contained in Paragraph 5, the Company agrees to pay
          Executive as follows (the "Salary Continuation Payments"):

               (i)  if Executive's termination occurs for any reason other than
          Cause, the sum of $530,000 in equal monthly installments for up to
          sixty (60) months following the date of Termination;

               (ii) if Executive's termination occurs for Cause, the sum of
          $100,000 in equal monthly installments for up to sixty (60) months
          following the date of termination.

                                      - 2 -


          In the event Executive breaches this Agreement at any time during the
          60-month period following the date of Termination, the Company's
          obligation to continue any Salary Continuation Payments shall
          immediately cease and Executive agrees to return to the Company all
          Salary Continuation Payments paid up to that time."

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

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


Standard Parking Corporation

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


Executive:


   /s/ James A. Wilhelm
- ---------------------------------
     James A. Wilhelm

                                      - 3 -

EX-10.12

                                                                   Exhibit 10.12


                          STANDARD PARKING CORPORATION
                            LONG-TERM INCENTIVE PLAN




                                TABLE OF CONTENTS

                                                                             
I.      PURPOSE.................................................................1

II.     DEFINITIONS.............................................................2

     AFFILIATE..................................................................2

     AWARD......................................................................2

     AWARD AGREEMENT............................................................2

     BOARD......................................................................2

     CASH AWARD.................................................................2

     CODE.......................................................................2

     COMMITTEE..................................................................2

     COMMON STOCK...............................................................2

     COMPANY....................................................................3

     DISABILITY OR DISABLED.....................................................3

     DIVIDEND EQUIVALENT........................................................3

     ELIGIBLE EMPLOYEE..........................................................3

     EXCHANGE ACT...............................................................3

     FAIR MARKET VALUE..........................................................3

     INCENTIVE OPTION...........................................................3

     KEY NON-EMPLOYEE...........................................................3

     NON-EMPLOYEE BOARD MEMBER..................................................3

     NONSTATUTORY OPTION........................................................4

     OPTION.....................................................................4

     OTHER STOCK-BASED AWARD....................................................4

     PARTICIPANT................................................................4

     PERFORMANCE AWARD..........................................................4

     PLAN.......................................................................4

     RESTRICTED STOCK...........................................................4



                                        i


                                                                            
     RIGHT......................................................................4

     SHARES.....................................................................4

III.    SHARES SUBJECT TO THE PLAN..............................................4

IV.     ADMINISTRATION OF THE PLAN..............................................5

V.      ELIGIBILITY FOR PARTICIPATION...........................................6

VI.     AWARDS UNDER THIS PLAN..................................................7

     INCENTIVE OPTION...........................................................7

     NONSTATUTORY OPTION........................................................7

     RESTRICTED STOCK...........................................................7

     STOCK APPRECIATION RIGHT...................................................8

     DIVIDEND EQUIVALENTS.......................................................8

     OTHER STOCK-BASED AWARDS...................................................8

     PERFORMANCE AWARDS.........................................................8

     CASH AWARDS................................................................8

VII.    TERMS AND CONDITIONS OF INCENTIVE OPTIONS AND NONSTATUTORY OPTIONS......8

     OPTION PRICE...............................................................8

     NUMBER OF SHARES...........................................................9

     TERM OF OPTION.............................................................9

     DATE OF EXERCISE...........................................................9

     MEDIUM OF PAYMENT..........................................................9

     TERMINATION OF EMPLOYMENT..................................................10

     TOTAL AND PERMANENT DISABILITY.............................................11

     DEATH......................................................................11

     EXERCISE OF OPTION AND ISSUANCE OF STOCK...................................12

     RIGHTS AS A STOCKHOLDER....................................................12



                                       ii


                                                                            
     ASSIGNABILITY AND TRANSFERABILITY OF OPTION...............................13

     OTHER PROVISIONS..........................................................13

     PURCHASE FOR INVESTMENT...................................................13

VIII.   TERMS AND CONDITIONS OF RESTRICTED STOCK...............................14

IX.     AND CONDITIONS OF STOCK APPRECIATION RIGHTS............................15

X.      TERMS AND CONDITIONS OF DIVIDEND EQUIVALENTS...........................16

XI.     TERMS AND CONDITIONS OF OTHER STOCK BASED AWARDS.......................16

XII.    TERMS AND CONDITIONS OF PERFORMANCE AWARDS.............................16

XIII.   TERMS AND CONDITIONS OF CASH AWARDS....................................18

XIV.    TERMINATION OF EMPLOYMENT OR SERVICE...................................19

     RETIREMENT UNDER A COMPANY OR AFFILIATE RETIREMENT PLAN...................19

     RESIGNATION IN THE BEST INTERESTS OF THE COMPANY OR AN AFFILIATE..........19

     DEATH OR DISABILITY OF A PARTICIPANT......................................19

XV.     CANCELLATION AND RESCISSION OF AWARDS..................................20

XVI.    PAYMENT OF RESTRICTED STOCK, RIGHTS, OTHER STOCK-BASED AWARDS,
PERFORMANCE AWARDS AND CASH AWARDS.............................................21

XVII.   WITHHOLDING............................................................21

XVIII.  SAVINGS CLAUSE.........................................................22

XIX.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CORPORATE TRANSACTIONS.....22

XX.     DISSOLUTION OR LIQUIDATION OF THE COMPANY..............................23

XXI.    TERMINATION OF THE PLAN................................................23

XXII.   AMENDMENT OF THE PLAN..................................................23



                                       iii


                                                                            
XXIII.  EMPLOYMENT RELATIONSHIP................................................24

XXIV.   INDEMNIFICATION OF COMMITTEE...........................................24

XXV.    UNFUNDED PLAN..........................................................24

XXVI.   MITIGATION OF EXCISE TAX...............................................25

XXVII.  EFFECTIVE DATE.........................................................25

XXVIII. FOREIGN JURISDICTIONS..................................................25

XXIX.   DEFERRAL OF AWARDS.....................................................25

XXX.    GOVERNING LAW..........................................................26



                                       iv


I.      PURPOSE

        The Standard Parking Corporation Long-Term Incentive Plan is adopted
effective May 1, 2004. The Plan is an amendment and restatement of the
APCOA/Standard Parking, Inc. 2001 Stock Option Plan (the "PRIOR PLAN").
Notwithstanding the terms of the Plan, Options granted under the Prior Plan
shall continue to be subject to the terms of the Award Agreements pursuant to
which they were originally granted.

        The Plan is designed to attract, retain and motivate selected Eligible
Employees and Key Non-Employees of the Company and its Affiliates, and reward
them for making major contributions to the success of the Company. These
objectives are accomplished by making long-term incentive awards under the Plan
that will offer Participants an opportunity to have a greater proprietary
interest in, and closer identity with, the Company and its Affiliates and their
financial success.

        The Awards may consist of:

              1.   Incentive Options;

              2.   Nonstatutory Options;

              3.   Restricted Stock;

              4.   Rights;

              5.   Dividend Equivalents;

              6.   Other Stock-Based Awards;

              7.   Performance Awards; or

              8.   Cash Awards;

or any combination of the foregoing, as the Committee may determine.

        The Plan is intended to qualify certain compensation awarded under the
Plan for tax deductibility under Section 162(m) of the Code to the extent deemed
appropriate by the Committee. The amendment and restatement of the Plan, and the
subsequent grant of Awards hereunder, are expressly conditioned upon the
approval of the amendment and restatement of the Plan by the stockholders of the
Company. If such approval is not obtained, then this amendment and restatement
of the Plan and all Awards subsequently granted hereunder shall be null and void
AB INITIO.



II.     DEFINITIONS

        A.    AFFILIATE means any individual, corporation, partnership,
association, limited liability company, joint-stock company, trust,
unincorporated association or other entity (other than the Company) that, for
purposes of Section 424 of the Code, is a parent or subsidiary of the Company,
direct or indirect.

        B.    AWARD means the grant to any Eligible Employee or Key Non-Employee
of any form of Option, Restricted Stock, Right, Dividend Equivalent, Other
Stock-Based Award, Performance Award, or Cash Award, whether granted singly, in
combination, or in tandem, and pursuant to such terms, conditions, and
limitations as the Committee may establish in order to fulfill the objectives of
the Plan.

        C.    AWARD AGREEMENT means a written agreement entered into between the
Company and a Participant under which an Award is granted and which sets forth
the terms, conditions, and limitations applicable to the Award.

        D.    BOARD means the Board of Directors of the Company.

        E.    CASH AWARD means an Award of cash, subject to the requirements of
Article XIII and such other restrictions as the Committee deems appropriate or
desirable.

        F.    CODE means the Internal Revenue Code of 1986, as amended from time
to time, or any successor statute thereto. References to any provision of the
Code shall be deemed to include regulations thereunder and successor provisions
and regulations thereto.

        G.    COMMITTEE means the committee to which the Board delegates the
power to act under or pursuant to the provisions of the Plan, or the Board if no
committee is selected. If the Board delegates powers to a committee, and if the
Company is or becomes subject to Section 16 of the Exchange Act, then, if
necessary for compliance therewith, such committee shall consist initially of
not less than two (2) members of the Board, each member of which must be a
"non-employee director," within the meaning of the applicable rules promulgated
pursuant to the Exchange Act. If the Company is or becomes subject to Section 16
of the Exchange Act, no member of the Committee shall receive any Award pursuant
to the Plan or any similar plan of the Company or any Affiliate while serving on
the Committee, unless the Board determines that the grant of such an Award
satisfies the then current Rule 16b-3 requirements under the Exchange Act.
Notwithstanding anything herein to the contrary, and insofar as the Board
determines that it is desirable in order for compensation recognized by
Participants pursuant to the Plan to be fully deductible to the Company for
federal income tax purposes, each member of the Committee also shall be an
"outside director" (as defined in regulations or other guidance issued by the
Internal Revenue Service under Code Section 162(m)).

        H.    COMMON STOCK means the common stock of the Company.

                                        2


        I.    COMPANY means Standard Parking Corporation, a Delaware
corporation, and includes any successor or assignee corporation or corporations
into which the Company may be merged, changed, or consolidated; any corporation
for whose securities the securities of the Company shall be exchanged; and any
assignee of, or successor to, substantially all of the assets of the Company.

        J.    DISABILITY OR DISABLED means a permanent and total disability as
defined in Section 22(e)(3) of the Code.

        K.    DIVIDEND EQUIVALENT means an Award subject to the requirements of
Article X.

        L.    ELIGIBLE EMPLOYEE means an employee of the Company or of an
Affiliate who is designated by the Committee as being eligible to be granted one
or more Awards under the Plan.

        M.    EXCHANGE ACT means the Securities Exchange Act of 1934, as amended
from time to time, or any successor statute thereto. References to any provision
of the Exchange Act shall be deemed to include rules promulgated thereunder and
successor provisions and rules thereto.

        N.    FAIR MARKET VALUE means, if the Shares are listed on any national
securities exchange, the closing sales price, if any, on the largest such
exchange on the valuation date, or, if none, on the most recent trade date
immediately prior to the valuation date provided such trade date is no more than
thirty (30) days prior to the valuation date. If the Shares are not then listed
on any such exchange, the fair market value of such Shares shall be the closing
sales price if such a closing price is reported, or otherwise the mean between
the closing "Bid" and the closing "Ask" prices, if any, as reported in the
National Association of Securities Dealers Automated Quotation System ("NASDAQ")
for the valuation date, or if none, on the most recent trade date immediately
prior to the valuation date provided such trade date is no more than thirty (30)
days prior to the valuation date. If the Shares are not then either listed on
any such exchange or quoted in NASDAQ, or there has been no trade date within
such thirty (30) day period, the fair market value shall be the mean between the
average of the "Bid" and the average of the "Ask" prices, if any, as reported in
the National Daily Quotation System for the valuation date, or, if none, for the
most recent trade date immediately prior to the valuation date, provided such
trade date is no more than thirty (30) days prior to the valuation date. If the
fair market value cannot be determined under the preceding three sentences, it
shall be determined in good faith by the Committee.

        O.    INCENTIVE OPTION means an Option that, when granted, is intended
to be an "incentive stock option," as defined in Section 422 of the Code.

        P.    KEY NON-EMPLOYEE means a Non-Employee Board Member, consultant,
advisor or independent contractor of the Company or of an Affiliate who is
designated by the Committee as being eligible to be granted one or more Awards
under the Plan.

        Q.    NON-EMPLOYEE BOARD MEMBER means a director of the Company who is
not an employee of the Company or any of its Affiliates. For purposes of the
Plan, a Non-Employee

                                        3


Board Member shall be deemed to include the employer or other designee of such
Non-Employee Board Member, if the Non-Employee Board Member is required, as a
condition of his or her employment, to provide that any Award granted hereunder
be made to the employer or other designee.

        R.    NONSTATUTORY OPTION means an Option that, when granted, is not
intended to be an "incentive stock option," as defined in Section 422 of the
Code, or that subsequently fails to comply with the requirements of Section 422
of the Code.

        S.    OPTION means a right or option to purchase Common Stock, including
Restricted Stock if the Committee so determines.

        T.    OTHER STOCK-BASED AWARD means a grant or sale of Common Stock that
is valued in whole or in part based upon the Fair Market Value of Common Stock.

        U.    PARTICIPANT means an Eligible Employee or Key Non-Employee to whom
one or more Awards are granted under the Plan.

        V.    PERFORMANCE AWARD means an Award subject to the requirements of
Article XII, and such performance conditions as the Committee deems appropriate
or desirable.

        W.    PLAN means the Standard Parking Corporation Long-Term Incentive
Plan, as amended from time to time.

        X.    RESTRICTED STOCK means an Award made in Common Stock or
denominated in units of Common Stock and delivered under the Plan, subject to
the requirements of Article VIII, such other restrictions as the Committee deems
appropriate or desirable, and as awarded in accordance with the terms of the
Plan.

        Y.    RIGHT means a stock appreciation right delivered under the Plan,
subject to the requirements of Article IX and as awarded in accordance with the
terms of the Plan.

        Z.    SHARES means the following shares of the capital stock of the
Company as to which Options or Restricted Stock have been or may be granted
under the Plan and upon which Rights, units of Restricted Stock or Other
Stock-Based Awards may be based: treasury or authorized but unissued Common
Stock, $.001 par value, of the Company, or any shares of capital stock into
which the Shares are changed or for which they are exchanged within the
provisions of Article XIX of the Plan.

III.    SHARES SUBJECT TO THE PLAN

        The aggregate number of Shares as to which Awards may be granted from
time to time shall be 1,000,000 (subject to adjustment for stock splits,
stock dividends, and other adjustments described in Article XIX hereof).

                                        4


        In accordance with Code Section 162(m), if applicable, the aggregate
number of Shares as to which Awards may be granted in any one calendar year
to any one Eligible Employee shall not exceed Five Hundred Thousand (500,000)
Shares (subject to adjustment for stock splits, stock dividends, and other
adjustments described in Article XIX hereof).

        From time to time, the Committee and/or appropriate officers of the
Company shall take whatever actions are necessary to file required documents
with governmental authorities and/or stock exchanges so as to make Shares
available for issuance pursuant to the Plan. Shares subject to Awards that
expire unexercised or are forfeited, terminated, canceled by agreement of the
Company and the Participant, settled in cash in lieu of Common Stock or in such
manner that all or some of the Shares covered by such Awards are not issued to a
Participant (or, if issued to the Participant, are returned to the Company by
the Participant pursuant to a right of repurchase or right of first refusal
exercised by the Company), or are exchanged for Awards that do not involve
Common Stock, shall immediately become available for Awards. In addition, if the
exercise price of any Award is satisfied by tendering Shares to the Company (by
actual delivery or attestation), only the number of Shares issued net of the
Shares tendered shall be deemed delivered for purposes of determining the
maximum number of Shares available for Awards. Awards payable in cash shall not
reduce the number of Shares available for Awards under the Plan.

IV.     ADMINISTRATION OF THE PLAN

        The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum at any meeting thereof (including by
telephone conference) and the acts of a majority of the members present, or acts
approved in writing by a majority of the entire Committee without a meeting,
shall be the acts of the Committee for purposes of this Plan. The Committee may
authorize one or more of its members or an officer of the Company to execute and
deliver documents on behalf of the Committee. A member of the Committee shall
not exercise any discretion respecting himself or herself under the Plan. The
Board shall have the authority to remove, replace or fill any vacancy of any
member of the Committee upon notice to the Committee and the affected member.
Any member of the Committee may resign upon notice to the Board. The Committee
may allocate among one or more of its members, or may delegate to one or more of
its agents, such duties and responsibilities as it determines. Subject to the
provisions of the Plan, the Committee is authorized to:

        A.    Interpret the provisions of the Plan and any Award or Award
Agreement, and make all rules and determinations that it deems necessary or
advisable relating to the administration of the Plan;

        B.    Determine which employees of the Company or an Affiliate shall be
designated as Eligible Employees and which of the Eligible Employees shall be
granted Awards;

        C.    Determine the Key Non-Employees to whom Awards, other than
Incentive Options for which Key Non-Employees shall not be eligible, shall be
granted;

                                        5


        D.    Determine whether an Option to be granted shall be an Incentive
Option or Nonstatutory Option;

        E.    Determine the number of Shares for which an Option, Restricted
Stock or Other Stock-Based Award shall be granted;

        F.    Determine the number of Rights, the Cash Award or the Performance
Award to be granted;

        G.    Provide for the acceleration of the right to exercise any Award;
and

        H.    Specify the terms, conditions, and limitations upon which Awards
may be granted;

provided, however, that with respect to Incentive Options, all such
interpretations, rules, determinations, terms, and conditions shall be made and
prescribed in the context of preserving the tax status of the Incentive Options
as "incentive stock options" within the meaning of Section 422 of the Code.

        If permitted by applicable law, and in accordance with any such law, the
Committee may delegate to the chief executive officer and to other senior
officers of the Company or its Affiliates its duties under the Plan pursuant to
such conditions or limitations as the Committee may establish, except that only
the Committee may select, and grant Awards to, Participants who are subject to
Section 16 of the Exchange Act. All determinations of the Committee shall be
made by a majority of its members. No member of the Committee shall be liable
for any action or determination made in good faith with respect to the Plan or
any Award.

        The Committee shall have the authority at any time to cancel Awards for
reasonable cause and/or to provide for the conditions and circumstances under
which Awards shall be forfeited.

        Any determination made by the Committee pursuant to the provisions of
the Plan shall be made in its sole discretion and, in the case of any
determination relating to an Award, may be made at the time of the grant of the
Award or, unless in contravention of any express term of the Plan or any
Agreement, at any time thereafter. All decisions made by the Committee pursuant
to the provisions of the Plan shall be final and binding on all persons,
including the Company and the Participants. No determination shall be subject to
DE NOVO review if challenged in court.

V.      ELIGIBILITY FOR PARTICIPATION

        Awards may be granted under this Plan only to Eligible Employees and Key
Non-Employees. The foregoing notwithstanding, each Participant receiving an
Incentive Option must be an Eligible Employee of the Company or of an Affiliate
at the time the Incentive Option is granted.

                                        6


        The Committee may, at any time and from time to time, grant one or more
Awards to one or more Eligible Employees or Key Non-Employees and may designate
the number of Shares, if applicable, to be subject to each Award so granted;
provided, however that no Incentive Option shall be granted after the expiration
of ten (10) years from the earlier of the date of the adoption of the Plan, as
amended and restated, by the Company or the approval of the Plan by the
stockholders of the Company, and provided further, that the Fair Market Value of
the Shares (determined at the time the Option is granted) as to which Incentive
Options are exercisable for the first time by any Eligible Employee during any
single calendar year (under the Plan and under any other incentive stock option
plan of the Company or an Affiliate) shall not exceed One Hundred Thousand
Dollars ($100,000). To the extent that the Fair Market Value of such Shares
exceeds One Hundred Thousand Dollars ($100,000), the Shares subject to Option in
excess of One Hundred Thousand Dollars ($100,000) shall, without further action
by the Committee, automatically be converted to Nonstatutory Options.

        Notwithstanding any of the foregoing provisions, the Committee may
authorize the grant of an Award to a person not then in the employ of, or
engaged by, the Company or of an Affiliate, conditioned upon such person
becoming eligible to be granted an Award at or prior to the execution of the
Award Agreement evidencing the actual grant of such Award.

VI.     AWARDS UNDER THIS PLAN

        As the Committee may determine, the following types of Awards may be
granted under the Plan on a stand-alone, combination, or tandem basis:

        A.    INCENTIVE OPTION

        An Award in the form of an Option that shall comply with the
requirements of Section 422 of the Code. Subject to adjustments in accordance
with the provisions of Article XIX, the aggregate number of Shares that may be
subject to Incentive Options under the Plan shall not exceed ten percent (10%)
of the Shares as of May 1, 2004.

        B.    NONSTATUTORY OPTION

        An Award in the form of an Option that shall not be intended to, or has
otherwise failed to, comply with the requirements of Section 422 of the Code.

        C.    RESTRICTED STOCK

        An Award made to a Participant in Common Stock or denominated in units
of Common Stock, subject to future service and/or such other restrictions and
conditions as may be established by the Committee, and as set forth in the Award
Agreement, including, but not limited to, continuous service with the Company or
its Affiliates, achievement of specific business objectives, increases in
specified indices, attainment of growth rates, and/or other measurements of
Company performance.

                                        7


        D.    STOCK APPRECIATION RIGHT

        An Award in the form of a Right to receive the excess of the Fair Market
Value of a Share on the date the Right is exercised over the Fair Market Value
of a Share on the date the Right was granted.

        E.    DIVIDEND EQUIVALENTS

        An Award in the form of, and based upon, the value of dividends of
Shares.

        F.    OTHER STOCK-BASED AWARDS

        An Award in the form of Shares that are valued in whole or in part by
reference to, or are otherwise based upon, the Fair Market Value of Shares.

        G.    PERFORMANCE AWARDS

        An Award made to a Participant that is subject to performance conditions
specified by the Committee, including, but not limited to, continuous service
with the Company and/or its Affiliates, achievement of specific business
objectives, increases in specified indices, attainment of growth rates, and
other measurements of Company performance.

        H.    CASH AWARDS

        An Award made to a Participant and denominated in cash, with the
eventual payment subject to future service and/or such other restrictions and/or
conditions as may be established by the Committee, and as set forth in the Award
Agreement.

        Each Award under the Plan shall be evidenced by an Award Agreement.
Delivery of an Award Agreement to each Participant shall constitute an agreement
between the Company and the Participant as to the terms and conditions of the
Award.

VII.    TERMS AND CONDITIONS OF INCENTIVE OPTIONS AND NONSTATUTORY OPTIONS

        Each Option shall be set forth in an Award Agreement, duly executed on
behalf of the Company and by the Participant to whom such Option is granted.
Except for the setting of the Option price under Paragraph A, no grant of any
Option shall be effective until such Award Agreement shall have been duly
executed on behalf of the Company and by the Participant. Except as may
otherwise be provided for in the Award Agreement, each such Award Agreement
shall be subject to at least the following terms and conditions:

        A.    OPTION PRICE

        The purchase price of the Shares covered by each Option granted under
the Plan shall be determined by the Committee. The Option price per share of the
Shares covered by each

                                        8


Nonstatutory Option shall be at such amount as may be determined by the
Committee in its sole discretion on the date of the grant of the Option. In the
case of an Incentive Option, if the Participant owns directly, or by reason of
the applicable attribution rules, ten percent (10%) or less of the total
combined voting power of all classes of stock of the Company, the Option price
per share of the Shares covered by each Incentive Option shall be not less than
the Fair Market Value of the Shares on the date of the grant of the Incentive
Option. In all other cases of Incentive Options, the Option price shall be not
less than one hundred ten percent (110%) of the Fair Market Value of the Shares
on the date of grant.

        B.    NUMBER OF SHARES

        Each Option shall state the number of Shares to which it pertains.

        C.    TERM OF OPTION

        Each Incentive Option shall terminate not more than ten (10) years from
the date of the grant thereof, or at such earlier time as the Award Agreement
may provide, and shall be subject to earlier termination as herein provided,
except that if the Option price is required under Paragraph A of this Article
VII to be at least one hundred ten percent (110%) of Fair Market Value, each
such Incentive Option shall terminate not more than five (5) years from the date
of the grant thereof, and shall be subject to earlier termination as herein
provided. The Committee shall determine the time at which a Nonstatutory Option
shall terminate.

        D.    DATE OF EXERCISE

        Upon the authorization of the grant of an Option, or at any time
thereafter, the Committee may, subject to the provisions of Paragraph C of this
Article VII, prescribe the date or dates on which the Option becomes
exercisable, and may provide that the Option become exercisable in installments
over a period of years, and/or upon the attainment of stated goals. Unless the
Committee otherwise provides in writing, the date or dates on which the Option
becomes exercisable shall be tolled during any unpaid leave of absence. It is
expressly understood that Options hereunder shall, unless otherwise provided for
in writing by the Committee, be granted in contemplation of, and earned by the
Participant through the completion of, future employment or service with the
Company and/or its Affiliates.

        E.    MEDIUM OF PAYMENT

        The Option price shall be payable upon the exercise of the Option, as
set forth in Paragraph I. It shall be payable in such form (as permitted by
Section 422 of the Code in the case of Incentive Options) as the Committee
shall, either by rules promulgated pursuant to the provisions of Article IV of
the Plan, or in the particular Award Agreement, provide.

                                        9


        F.    TERMINATION OF EMPLOYMENT

              1.   A Participant who ceases to be an employee or Key
        Non-Employee of the Company or of an Affiliate for any reason other than
        death, Disability, or termination "for cause," as defined in
        subparagraph (2) below, may exercise any Option granted to such
        Participant, to the extent that the right to purchase Shares thereunder
        has become exercisable by the date of such termination, but only within
        three (3) months (or such other period of time as the Committee may
        determine, with such determination in the case of an Incentive Option
        being made at the time of the grant of the Option and not exceeding
        three (3) months) after such date, or, if earlier, within the originally
        prescribed term of the Option, and subject to the conditions that (i) no
        Option shall be exercisable after the expiration of the term of the
        Option and (ii) unless the Committee otherwise provides, no Option that
        has not become exercisable by the date of such termination shall at any
        time thereafter be or become exercisable. A Participant's employment
        shall not be deemed terminated by reason of a transfer to another
        employer that is the Company or an Affiliate.

              2.   A Participant who ceases to be an employee or Key
        Non-Employee of the Company or of an Affiliate "for cause" shall, upon
        such termination, cease to have any right to exercise any Option. For
        purposes of this Plan, cause shall be as defined in any employment or
        other agreement between the Participant and the Company (or an
        Affiliate) or, if there is no such agreement or definition therein,
        cause shall be defined to include (i) a Participant's theft or
        embezzlement, or attempted theft or embezzlement, of money or property
        of the Company or of an Affiliate, a Participant's perpetration or
        attempted perpetration of fraud, or a Participant's participation in a
        fraud or attempted fraud, on the Company or an Affiliate or a
        Participant's unauthorized appropriation of, or a Participant's attempt
        to misappropriate, any tangible or intangible assets or property of the
        Company or an Affiliate; (ii) any act or acts by a Participant of
        disloyalty, dishonesty, misconduct, moral turpitude, or any other act or
        acts by a Participant injurious to the interest, property, operations,
        business or reputation of the Company or an Affiliate; (iii) a
        Participant's commission of a felony or any other crime the commission
        of which results in injury to the Company or an Affiliate; (iv) any
        violation of any restriction on the disclosure or use of confidential
        information of the Company or an Affiliate, or client, prospect, or
        merger or acquisition target, or on competition with the Company or an
        Affiliate or any of its businesses as then conducted; or (v) any other
        action that the Board or the Committee, in their sole discretion, may
        deem to be sufficiently injurious to the interests of the Company or an
        Affiliate to constitute substantial cause for termination. The
        determination of the Board or the Committee as to the existence of cause
        shall be conclusive and binding upon the Participant and the Company.

              3.   Except as the Committee may otherwise expressly provide or
        determine (consistent with Section 422 of the Code, if applicable), a
        Participant who is absent from work with the Company or an Affiliate
        because of temporary disability (any disability other than a
        Disability), or who is on leave of absence for any purpose permitted by
        the Company or by any authoritative interpretation (i.e., regulation,
        ruling, case law, etc.) of

                                       10


        Section 422 of the Code, shall not, during the period of any such
        absence, be deemed, by virtue of such absence alone, to have terminated
        his or her employment or relationship with the Company or with an
        Affiliate. For purposes of Incentive Options, no leave of absence may
        exceed ninety (90) days, unless reemployment upon expiration of such
        leave is guaranteed by statute or contract (or the Committee approves
        such longer leave of absence, in which event the Incentive Option held
        by the Participant shall be treated as a Nonstatutory Option following
        the ninetieth (90th) day of such leave).

              4.   Paragraph F(1) shall control and fix the rights of a
        Participant who ceases to be an employee or Key Non-Employee of the
        Company or of an Affiliate for any reason other than Disability, death,
        or termination "for cause," and who subsequently becomes Disabled or
        dies. Nothing in Paragraphs G and H of this Article VII shall be
        applicable in any such case under Paragraph F(1) except that, in the
        event of such a subsequent Disability or death within the three (3)
        month period after the termination of employment or, if earlier, within
        the originally prescribed term of the Option, the Participant or the
        Participant's estate or personal representative may exercise the Option
        permitted by this Paragraph F, in the event of Disability, within twelve
        (12) months after the date that the Participant ceased to be an employee
        or Key Non-Employee of the Company or an Affiliate, or, in the event of
        death, within twelve (12) months after the date of death of such
        Participant.

        G.    TOTAL AND PERMANENT DISABILITY

        A Participant who ceases to be an employee or Key Non-Employee of the
Company or of an Affiliate by reason of Disability may exercise any Option
granted to such Participant to the extent that the right to purchase Shares
thereunder has become exercisable on or before the date such Participant becomes
Disabled as determined by the Committee.

        A Disabled Participant, or his estate or personal representative, shall
exercise such rights, if at all, only within a period of not more than twelve
(12) months after the date that the Participant became Disabled as determined by
the Committee (notwithstanding that the Participant might have been able to
exercise the Option as to some or all of the Shares on a later date if the
Participant had not become Disabled) or, if earlier, within the originally
prescribed term of the Option.

        H.    DEATH

        In the event that a Participant to whom an Option has been granted
ceases to be an employee or Key Non-Employee of the Company or of an Affiliate
by reason of such Participant's death, such Option, to the extent that the right
is exercisable but not exercised on the date of death, may be exercised by the
Participant's estate or personal representative within twelve (12) months after
the date of death of such Participant or, if earlier, within the originally
prescribed term of the Option, notwithstanding that the decedent might have been
able to exercise the Option as to some or all of the Shares on a later date if
the Participant were alive and had continued to be an employee or Key
Non-Employee of the Company or of an Affiliate.

                                       11


        I.    EXERCISE OF OPTION AND ISSUANCE OF STOCK

        An Option shall be exercised by giving written notice to the Company.
Such written notice shall: (i) be signed by the person exercising the Option,
(ii) state the number of Shares with respect to which the Option is being
exercised, (iii) contain the warranty required by Paragraph M of this Article
VII, if applicable, and (iv) specify a date (other than a Saturday, Sunday or
legal holiday) not more than ten (10) days after the date of such written
notice, as the date on which the Shares will be purchased. Such tender and
conveyance shall take place at the principal office of the Company during
ordinary business hours, or at such other hour and place agreed upon by the
Company and the person or persons exercising the Option. On the date specified
in such written notice (which date may be extended by the Company in order to
comply with any law or regulation that requires the Company to take any action
with respect to the Option Shares prior to the issuance thereof), the Company
shall accept payment for the Option Shares in cash, by bank or certified check,
by wire transfer, or by such other means as may be approved by the Committee and
shall deliver to the person or persons exercising the Option in exchange
therefor an appropriate certificate or certificates for fully paid nonassessable
Shares or undertake to deliver an appropriate certificate or certificates within
a reasonable period of time. In the event of any failure to pay for the number
of Shares specified in such written notice on the date set forth therein (or on
the extended date as above provided), the right to exercise the Option shall
terminate with respect to such number of Shares, but shall continue with respect
to the remaining Shares covered by the Option and not yet acquired pursuant
thereto.

        If approved in advance by the Committee, and subject to compliance with
the Sarbanes-Oxley Act of 2002, payment in full or in part also may be made (i)
by delivering Shares, or by attestation of Shares, already owned for at least
six (6) months by the Participant and which have a total Fair Market Value on
the date of such delivery equal to the Option price; (ii) by the execution and
delivery of a note or other evidence of indebtedness (and any security agreement
thereunder) satisfactory to the Committee; (iii) by authorizing the Company to
retain Shares that otherwise would be issuable upon exercise of the Option
having a total Fair Market Value on the date of delivery equal to the Option
price; (iv) by the delivery of cash or the extension of credit by a
broker-dealer to whom the Participant has submitted a notice of exercise or
otherwise indicated an intent to exercise an Option (in accordance with part
220, Chapter II, Title 12 of the Code of Federal Regulations, a so-called
"cashless" exercise); or (v) by any combination of the foregoing.

        J.    RIGHTS AS A STOCKHOLDER

        No Participant to whom an Option has been granted shall have rights as a
stockholder with respect to any Shares covered by such Option except as to such
Shares as have been registered in the Company's share register in the name of
such Participant upon the due exercise of the Option and tender of the full
Option price.

                                       12


        K.    ASSIGNABILITY AND TRANSFERABILITY OF OPTION

        Unless otherwise permitted by the Code and by Rule 16b-3 of the Exchange
Act, if applicable, and approved in advance by the Committee, an Option granted
to a Participant shall not be transferable by the Participant and shall be
exercisable, during the Participant's lifetime, only by such Participant or, in
the event of the Participant's incapacity, his guardian or legal representative.
Except as otherwise permitted herein, such Option shall not be assigned,
pledged, or hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to execution, attachment, or similar process and any
attempted transfer, assignment, pledge, hypothecation or other disposition of
any Option or of any rights granted thereunder contrary to the provisions of
this Paragraph K, or the levy of any attachment or similar process upon an
Option or such rights, shall be null and void.

        L.    OTHER PROVISIONS

        The Award Agreement for an Incentive Option shall contain such
limitations and restrictions upon the exercise of the Option as shall be
necessary in order that such Option qualifies as an "incentive stock option"
within the meaning of Section 422 of the Code. Further, the Award Agreements
authorized under the Plan shall be subject to such other terms and conditions
including, without limitation, restrictions upon the exercise of the Option, as
the Committee shall deem advisable and which, in the case of Incentive Options,
are not inconsistent with the requirements of Section 422 of the Code.

        M.    PURCHASE FOR INVESTMENT

        If Shares to be issued upon the particular exercise of an Option shall
not have been effectively registered under the Securities Act of 1933, as now in
force or hereafter amended, the Company shall be under no obligation to issue
the Shares covered by such exercise unless and until the following conditions
have been fulfilled. The person who exercises such Option shall warrant to the
Company that, at the time of such exercise, such person is acquiring his or her
Option Shares for investment and not with a view to, or for sale in connection
with, the distribution of any such Shares, and shall make such other
representations, warranties, acknowledgments, and/or affirmations, if any, as
the Committee may require. In such event, the person acquiring such Shares shall
be bound by the provisions of the following legend (or similar legend) which
shall be endorsed upon the certificate(s) evidencing his or her Option Shares
issued pursuant to such exercise.

              "The shares represented by this certificate have been acquired for
        investment and they may not be sold or otherwise transferred by any
        person, including a pledgee, in the absence of an effective registration
        statement for the shares under the Securities Act of 1933 or an opinion
        of counsel satisfactory to the Company that an exemption from
        registration is then available."

                                       13


Without limiting the generality of the foregoing, the Company may delay issuance
of the Shares until completion of any action or obtaining any consent that the
Company deems necessary under any applicable law (including without limitation
state securities or "blue sky" laws).

VIII.   TERMS AND CONDITIONS OF RESTRICTED STOCK

        A.    The Committee may from time to time grant an Award in Shares of
Common Stock or grant an Award denominated in units of Common Stock, for such
consideration as the Committee deems appropriate (which amount may be less than
the Fair Market Value of the Common Stock on the date of the Award), and subject
to such restrictions and conditions and other terms as the Committee may
determine at the time of the Award (including, but not limited to, continuous
service with the Company or its Affiliates, achievement of specific business
objectives, increases in specified indices, attainment of growth rates, and/or
other measurements of Company performance), and subject further to the general
provisions of the Plan, the applicable Award Agreement, and the following
specific rules.

        B.    If Shares of Restricted Stock are awarded, such Shares cannot be
assigned, sold, transferred, pledged, or hypothecated prior to the lapse of the
restrictions applicable thereto, and, in no event, absent Committee approval,
prior to six (6) months from the date of the Award. The Company shall issue, in
the name of the Participant, stock certificates representing the total number of
Shares of Restricted Stock awarded to the Participant, as soon as may be
reasonably practicable after the grant of the Award, which certificates shall be
held by the Secretary of the Company as provided in Paragraph G.

        C.    Restricted Stock issued to a Participant under the Plan shall be
governed by an Award Agreement that shall specify whether Shares of Common Stock
are awarded to the Participant, or whether the Award shall be one not of Shares
of Common Stock but one denominated in units of Common Stock, any consideration
required thereto, and such other provisions as the Committee shall determine.

        D.    Subject to the provisions of Paragraphs B and E hereof and the
restrictions set forth in the related Award Agreement, the Participant receiving
an Award of Shares of Restricted Stock shall thereupon be a stockholder with
respect to all of the Shares represented by such certificate or certificates and
shall have the rights of a stockholder with respect to such Shares, including
the right to vote such Shares and to receive dividends and other distributions
made with respect to such Shares. All Common Stock received by a Participant as
the result of any dividend on the Shares of Restricted Stock, or as the result
of any stock split, stock distribution, or combination of the Shares affecting
Restricted Stock, shall be subject to the restrictions set forth in the related
Award Agreement.

        E.    Restricted Stock or units of Restricted Stock awarded to a
Participant pursuant to the Plan will be forfeited, and any Shares of Restricted
Stock or units of Restricted Stock sold to a Participant pursuant to the Plan
may, at the Company's option, be resold to the Company for an amount equal to
the price paid therefor, and in either case, such Restricted Stock or units of
Restricted Stock shall revert to the Company, if the Company so determines in
accordance with

                                       14


Article XV or any other condition set forth in the Award Agreement, or,
alternatively, if the Participant's employment with the Company or its
Affiliates terminates, other than for reasons set forth in Article XIV, prior to
the expiration of the forfeiture or restriction provisions set forth in the
Award Agreement.

        F.    The Committee, in its discretion, shall have the power to
accelerate the date on which the restrictions contained in the Award Agreement
shall lapse with respect to any or all Restricted Stock awarded under the Plan.

        G.    The Secretary of the Company shall hold the certificate or
certificates representing Shares of Restricted Stock issued under the Plan,
properly endorsed for transfer, on behalf of each Participant who holds such
Shares, until such time as the Shares of Restricted Stock are forfeited, resold
to the Company, or the restrictions lapse. Any Restricted Stock denominated in
units of Common Stock, if not previously forfeited, shall be payable in
accordance with Article XVI as soon as practicable after the restrictions lapse.

        H.    The Committee may prescribe such other restrictions, conditions,
and terms applicable to Restricted Stock issued to a Participant under the Plan
that are neither inconsistent with nor prohibited by the Plan or the Award
Agreement, including, without limitation, terms providing for a lapse of the
restrictions of this Article or any Award Agreement in installments.

IX.     TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

        If deemed by the Committee to be in the best interests of the Company, a
Participant may be granted a Right. Each Right shall be granted subject to such
restrictions and conditions and other terms as the Committee may specify in the
Award Agreement at the time the Right is granted, subject to the general
provisions of the Plan, and the following specific rules.

        A.    Rights may be granted, if at all, either singly, in combination
with another Award, or in tandem with another Award. At the time of grant of a
Right, the Committee shall specify the base price of Common Stock to be used in
connection with the calculation described in Paragraph B below, provided that
the base price shall not be less than one hundred percent (100%) of the Fair
Market Value of a Share of Common Stock on the date of grant, unless approved by
the Board.

        B.    Upon exercise of a Right, which may not take place prior to six
(6) months from the date of the grant, the Participant shall be entitled to
receive in accordance with Article XVI, and as soon as practicable after
exercise, the excess of the Fair Market Value of one Share of Common Stock on
the date of exercise over the base price specified in such Right, multiplied by
the number of Shares of Common Stock then subject to the Right, or the portion
thereof being exercised.

        C.    Notwithstanding anything herein to the contrary, if the Award
granted to a Participant allows him or her to elect to cancel all or any portion
of an unexercised Option by exercising an additional or tandem Right, then the
Option price per Share of Common Stock

                                       15


shall be used as the base price specified in Paragraph A to determine the value
of the Right upon such exercise and, in the event of the exercise of such Right,
the Company's obligation with respect to such Option or portion thereof shall be
discharged by payment of the Right so exercised. In the event of such a
cancellation, the number of Shares as to which such Option was canceled shall
become available for use under the Plan, less the number of Shares, if any,
received by the Participant upon such cancellation in accordance with Article
XVI.

        D.    A Right may be exercised only by the Participant (or, if
applicable under Article XIV, by a legatee or legatees of such Right, or by the
Participant's executors, personal representatives, or distributees).

X.      TERMS AND CONDITIONS OF DIVIDEND EQUIVALENTS

        A Participant may be granted an Award in the form of Dividend
Equivalents. Such an Award shall entitle the Participant to receive cash,
Shares, other Awards or other property equal in value to dividends paid with
respect to a specified number of Shares. Dividend Equivalents may be awarded on
a free-standing basis or in connection with another Award. The Committee may
provide that Dividend Equivalents shall be paid or distributed when accrued or
shall be deemed to have been reinvested in additional Shares, Awards or other
investment vehicles, and subject to such restrictions on transferability and
risks of forfeiture, as the Committee may specify.

XI.     TERMS AND CONDITIONS OF OTHER STOCK-BASED AWARDS

        The Committee, in its sole discretion, may grant Awards of Shares and/or
Awards that are valued in whole or in part by reference to, or are otherwise
based on, Shares or on the Fair Market Value thereof ("Other Stock-Based
Awards"). Such Other Stock-Based Awards shall be in such form, and dependent on
such conditions, as the Committee shall determine, including, without
limitation, the right to receive, or vest with respect to, one or more Shares
(or the equivalent cash value of such Shares) upon the completion of a specified
period of service, the occurrence of an event and/or the attainment of
performance objectives. Other Stock-Based Awards may be granted alone or in
addition to any other Awards granted under the Plan. Subject to the provisions
of the Plan, the Committee shall determine the number of Shares to be awarded to
a Participant under (or otherwise related to) such Other Stock-Based Awards and
all other terms and conditions of such Awards (including, without limitation,
the vesting provisions thereof and provisions ensuring that all Shares so
awarded and issued shall be fully paid and non-assessable).

XII.    TERMS AND CONDITIONS OF PERFORMANCE AWARDS

        A.    A Participant may be granted an Award that is subject to
performance conditions specified by the Committee. The Committee may use any
business criteria and/or other measures of performance as it deems appropriate
in establishing any performance conditions (including, but not limited to,
continuous service with the Company or its Affiliates, achievement of specific
business objectives, increases in specified indices, attainment of growth rates,
and/or other

                                       16


measurements of Company performance), and may exercise its discretion to reduce
or increase the amounts payable under any Award subject to performance
conditions, except as otherwise limited under Paragraphs C and D, below, in the
case of a Performance Award intended to qualify under Code Section 162(m).

        B.    Any Performance Award will be forfeited if the Committee so
determines in accordance with Article XV or any other condition set forth in the
Award Agreement, or, alternatively, if the Participant's employment with the
Company or its Affiliates terminates, other than for reasons set forth in
Article XIV, prior to the expiration of the time period over which the
performance conditions are to be measured.

        C.    If the Committee determines that a Performance Award to be granted
to an Eligible Employee should qualify as "performance-based compensation" for
purposes of Code Section 162(m), the grant and/or settlement of such Performance
Award shall be contingent upon achievement of pre-established performance goals
and other terms set forth in this Paragraph C.

              1.   PERFORMANCE GOALS GENERALLY. The performance goals for such
        Performance Awards shall consist of one or more business criteria and a
        targeted level or levels of performance with respect to such criteria,
        as specified by the Committee consistent with this Paragraph C.
        Performance goals shall be objective and shall otherwise meet the
        requirements of Code Section 162(m), including the requirement that the
        level or levels of performance targeted by the Committee result in the
        performance goals being "substantially uncertain." The Committee may
        determine that more than one performance goal must be achieved as a
        condition to settlement of such Performance Awards. Performance goals
        may differ for Performance Awards granted to any one Participant or to
        different Participants.

              2.   BUSINESS CRITERIA. One or more of the following business
        criteria for the Company, on a consolidated basis, and/or for specified
        Affiliates or business units of the Company (except with respect to the
        total stockholder return and earnings per share criteria), shall be used
        exclusively by the Committee in establishing performance goals for such
        Performance Awards: (a) total stockholder return; (b) such total
        stockholder return as compared to the total return (on a comparable
        basis) of a publicly available index such as, but not limited to, the
        Standard & Poor's 500 or the Nasdaq-U.S. Index; (c) net income or net
        operating income; (d) pre-tax earnings or profits; (e) EBIT or EBITDA;
        (f) pre-tax operating earnings after interest expense and before
        bonuses, service fees, and extraordinary or special items; (g) operating
        margin; (h) earnings per share or growth in earnings per share; (i)
        return on equity; (j) return on assets or capital; (k) return on
        investment; (l) operating income, before payment of executive bonuses;
        (m) earnings per share, before payment of executive bonuses; (n) working
        capital; (o) sales; (p) gross or net revenues or profits or changes in
        gross or net revenues or profits; (q) market share or market penetration
        with respect to designated products, services and/or geographic areas;
        (r) reduction of losses, loss ratios or expense ratios; (s) cost of
        capital; (t) debt reduction; (u) satisfaction of business expansion
        goals or goals relating to acquisitions or divestitures; and/or (v)
        employee turnover. The foregoing business criteria also may be

                                       17


        used in establishing performance goals for Cash Awards granted under
        Article XIII hereof.

              3.   COMPENSATION LIMITATION. No Eligible Employee may receive a
        Performance Award in excess of $1,500,000 during any three (3) year
        period.

        D.    Achievement of performance goals in respect of such Performance
Awards shall be measured over such periods as may be specified by the Committee.
Performance goals shall be established on or before the dates that are required
or permitted for "performance-based compensation" under Code Section 162(m).

        E.    Settlement of Performance Awards may be in cash or Shares, or
other property, in the discretion of the Committee. The Committee may, in its
discretion, reduce the amount of a settlement otherwise to be made in connection
with such Performance Awards, but may not exercise discretion to increase any
such amount payable in respect of a Performance Award that is subject to Code
Section 162(m).

XIII.   TERMS AND CONDITIONS OF CASH AWARDS

        A.    The Committee may from time to time authorize the award of cash
payments under the Plan to Participants, subject to such restrictions and
conditions and other terms as the Committee may determine at the time of
authorization (including, but not limited to, continuous service with the
Company or its Affiliates, achievement of specific business objectives,
increases in specified indices, attainment of growth rates, and/or other
measurements of Company performance), and subject to the general provisions of
the Plan, the applicable Award Agreement, and the following specific rules.

        B.    Any Cash Award will be forfeited if the Company so determines in
accordance with Article XV or any other condition set forth in the Award
Agreement, or, alternatively, if the Participant's employment or engagement with
the Company or its Affiliates terminates, other than for reasons set forth in
Article XIV, prior to the attainment of any goals set forth in the Award
Agreement or prior to the expiration of the forfeiture or restriction provisions
set forth in the Award Agreement, whichever is applicable.

        C.    The Committee, in its discretion, shall have the power to change
the date on which the restrictions contained in the Award Agreement shall lapse,
or the date on which goals are to be measured, with respect to any Cash Award.

        D.    Any Cash Award, if not previously forfeited, shall be payable in
accordance with Article XVI as soon as practicable after the restrictions lapse
or the goals are attained.

        E.    The Committee may prescribe such other restrictions, conditions,
and terms applicable to the Cash Awards issued to a Participant under the Plan
that are neither inconsistent with nor prohibited by the Plan or the Award
Agreement, including, without limitation, terms providing for a lapse of the
restrictions, or a measurement of the goals, in installments.

                                       18


XIV.    TERMINATION OF EMPLOYMENT OR SERVICE

        Except as may otherwise be (i) provided in Article VII for Options, (ii)
provided for under the Award Agreement, or (iii) permitted pursuant to
Paragraphs A through C of this Article XIV (subject to the limitations under the
Code for Incentive Options), if the employment or service of a Participant
terminates, all unexpired, unpaid, unexercised, or deferred Awards shall be
canceled immediately.

        A.    RETIREMENT UNDER A COMPANY OR AFFILIATE RETIREMENT PLAN. When a
Participant's employment or service terminates as a result of retirement as
defined under a Company or Affiliate retirement plan, the Committee may permit
Awards to continue in effect beyond the date of retirement in accordance with
the applicable Award Agreement, and/or the exercisability and vesting of any
Award may be accelerated.

        B.    TERMINATION IN THE BEST INTERESTS OF THE COMPANY OR AN AFFILIATE.
When a Participant's employment or service with the Company or an Affiliate
terminates and, in the judgment of the chief executive officer or other senior
officer designated by the Committee, the acceleration and/or continuation of
outstanding Awards would be in the best interests of the Company, the Committee
may (i) authorize, where appropriate, the acceleration and/or continuation of
all or any part of Awards granted prior to such termination and/or (ii) permit
the exercise, vesting, and payment of such Awards for such period as may be set
forth in the applicable Award Agreement, subject to earlier cancellation
pursuant to Article XV or at such time as the Committee shall deem the
continuation of all or any part of the Participant's Awards are not in the
Company's or its Affiliate's best interests.

        C.    DEATH OR DISABILITY OF A PARTICIPANT.

              1.   In the event of a Participant's death, the Participant's
        estate or beneficiaries shall have a period up to the earlier of (i) the
        expiration date specified in the Award Agreement, or (ii) the expiration
        date specified in Paragraph H of Article VII, within which to receive or
        exercise any outstanding Awards held by the Participant under such terms
        as may be specified in the applicable Award Agreement. Rights to any
        such outstanding Awards shall pass by will or the laws of descent and
        distribution in the following order: (a) to beneficiaries so designated
        by the Participant; (b) to a legal representative of the Participant; or
        (c) to the persons entitled thereto as determined by a court of
        competent jurisdiction. Awards so passing shall be paid and/or may be
        exercised at such times and in such manner as if the Participant were
        living.

              2.   In the event a Participant is determined by the Company to be
        Disabled, and subject to the limitations of Paragraph G of Article VII,
        Awards may be paid to, or exercised by, the Participant, if legally
        competent, or by a legally designated guardian or other representative
        if the Participant is legally incompetent by virtue of such Disability.

                                       19


              3.   After the death or Disability of a Participant, the Committee
        may in its sole discretion at any time (i) terminate restrictions in
        Award Agreements; (ii) accelerate any or all installments and rights;
        and/or (iii) instruct the Company to pay the total of any accelerated
        payments in a lump sum to the Participant, the Participant's estate,
        beneficiaries or representative, notwithstanding that, in the absence of
        such termination of restrictions or acceleration of payments, any or all
        of the payments due under the Awards ultimately might have become
        payable to other beneficiaries.

XV.     CANCELLATION AND RESCISSION OF AWARDS

        Unless the Award Agreement specifies otherwise, the Committee may cancel
any unexpired, unpaid, unexercised, or deferred Awards at any time if the
Participant is not in compliance with the applicable provisions of the Award
Agreement, the Plan, or with the following conditions:

        A.    A Participant shall not breach any protective agreement entered
into between him or her and the Company or any Affiliates, or render services
for any organization or engage directly or indirectly in any business which, in
the judgment of the chief executive officer of the Company or other senior
officer designated by the Committee, is or becomes competitive with the Company
or its Affiliates, or which organization or business, or the rendering of
services to such organization or business, is or becomes otherwise prejudicial
to or in conflict with the interests of the Company or its Affiliates. For a
Participant whose employment or engagement has terminated, the judgment of the
chief executive officer shall be based on the terms of the protective agreement,
if applicable, or on the Participant's position and responsibilities while
employed by the Company or its Affiliates, the Participant's post-employment
responsibilities and position with the other organization or business, the
extent of past, current, and potential competition or conflict between the
Company and/or its Affiliates and the other organization or business, the effect
of the Participant's assuming the post-employment or engagement position on the
Company's or its Affiliate's customers, suppliers, investors, and competitors,
and such other considerations as are deemed relevant given the applicable facts
and circumstances. A Participant may, however, purchase as an investment or
otherwise, stock or other securities of any organization or business so long as
they are listed upon a recognized securities exchange or traded
over-the-counter, and such investment does not represent a substantial
investment to the Participant or a greater than one percent (1%) equity interest
in the organization or business.

        B.    A Participant shall not, without prior written authorization from
the Company, disclose to anyone outside the Company or its Affiliates, or use in
other than the Company's or Affiliate's business, any confidential information
or materials relating to the business of the Company or its Affiliates, acquired
by the Participant either during or after his or her employment or engagement
with the Company or its Affiliates.

        C.    A Participant shall disclose promptly and assign to the Company
all right, title, and interest in any invention or idea, patentable or not, made
or conceived by the Participant during employment or engagement with the Company
or an Affiliate, relating in any manner to the actual or anticipated business,
research, or development work of the Company or its

                                       20


Affiliates, and shall do everything reasonably necessary to enable the Company
or its Affiliates to secure a patent, trademark, copyright, or other protectable
interest where appropriate in the United States and in foreign countries.

Upon exercise, payment, or delivery pursuant to an Award, the Participant shall
certify on a form acceptable to the Committee that he or she is in compliance
with the terms and conditions of the Plan, including the provisions of
Paragraphs A, B or C of this Article XV. Failure to comply with the provisions
of Paragraphs A, B or C of this Article XV at any time prior to, or during the
one (1) year period after, the date Participant's employment or engagement with
the Company or any Affiliate terminates shall cause any exercise, payment, or
delivery which occurred during the two (2) year period prior to the breach of
Paragraph A, B or C of this Article XV to be rescinded. The Company shall notify
the Participant in writing of any such rescission within one (1) year of the
date it acquires actual knowledge of such breach. Within ten (10) days after
receiving such a notice from the Company, the Participant shall pay to the
Company the amount of any gain realized or payment received as a result of the
exercise, payment, or delivery pursuant to the Award. Such payment shall be made
either in cash or by returning to the Company the number of Shares of Common
Stock that the Participant received in connection with the rescinded exercise,
payment, or delivery.

XVI.    PAYMENT OF RESTRICTED STOCK, RIGHTS, OTHER STOCK-BASED AWARDS,
        PERFORMANCE AWARDS AND CASH AWARDS

        Payment of Restricted Stock, Rights, Other Stock-Based Awards,
Performance Awards and Cash Awards may be made, as the Committee shall specify,
in the form of cash, Shares of Common Stock, or combinations thereof; provided,
however, that a fractional Share of Common Stock shall be paid in cash equal to
the Fair Market Value of the fractional Share of Common Stock at the time of
payment.

XVII.   WITHHOLDING

        Except as otherwise provided by the Committee,

        A.    the Company shall have the power and right to deduct or withhold,
or require a Participant to remit to the Company, an amount sufficient to
satisfy the minimum federal, state, and local taxes required by law to be
withheld with respect to any grant, exercise, or payment made under or as a
result of this Plan; and

        B.    in the case of payments of Awards, or upon any other taxable event
hereunder, a Participant may elect, subject to the approval in advance by the
Committee, to satisfy the withholding requirement, if any, in whole or in part,
by having the Company withhold Shares of Common Stock that would otherwise be
transferred to the Participant having a Fair Market Value, on the date the tax
is to be determined, equal to the minimum marginal tax that could be imposed on
the transaction. All elections shall be made in writing and signed by the
Participant.

                                       21


XVIII.  SAVINGS CLAUSE

        This Plan is intended to comply in all respects with applicable law and
regulations, including, (i) with respect to those Participants who are officers
or directors for purposes of Section 16 of the Exchange Act, Rule 16b-3 of the
Securities and Exchange Commission, if applicable, (ii) Section 402 of the
Sarbanes-Oxley Act of 2002, and (iii) with respect to executive officers, Code
Section 162(m). In case any one or more provisions of this Plan shall be held
invalid, illegal, or unenforceable in any respect under applicable law and
regulation (including Rule 16b-3 and Code Section 162(m)), the validity,
legality, and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby and the invalid, illegal, or unenforceable
provision shall be deemed null and void; provided, however, to the extent
permitted by law, any provision that could be deemed null and void shall first
be construed, interpreted, or revised retroactively to permit this Plan to be
construed in compliance with all applicable law (including Rule 16b-3 and Code
Section 162(m)) so as to foster the intent of this Plan. Notwithstanding
anything herein to the contrary, with respect to Participants who are officers
and directors for purposes of Section 16 of the Exchange Act, if applicable, and
if required to comply with rules promulgated thereunder, no grant of, or Option
to purchase, Shares shall permit unrestricted ownership of Shares by the
Participant for at least six (6) months from the date of grant or Option, unless
the Board determines that the grant of, or Option to purchase, Shares otherwise
satisfies the then current Rule 16b-3 requirements.

XIX.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CORPORATE TRANSACTIONS

        If the outstanding Shares of the Company are changed into or exchanged
for a different number or kind of shares or other securities of the Company or
of another corporation by reason of any reorganization, merger, or
consolidation, or if a change is made to the Common Stock of the Company by
reason of any recapitalization, reclassification, change in par value, stock
split, reverse stock split, combination of shares or dividends payable in
capital stock, or the like, the Company shall make adjustments to such Awards
(including, by way of example and not by way of limitation, the grant of
substitute Awards under the Plan or under the plan of such other corporation) as
it may determine to be appropriate under the circumstances, and, in addition,
appropriate adjustments shall be made in the number and kind of shares and in
the option price per share subject to outstanding Awards under the Plan or under
the plan of such successor corporation. The foregoing notwithstanding, unless
the Committee determines otherwise, no such adjustment shall be made to an
Incentive Option which shall, within the meaning of Section 424 of the Code,
constitute such a modification, extension, or renewal of an option as to cause
it to be considered as the grant of a new option.

        Notwithstanding anything herein to the contrary, the Company may, in its
sole discretion, accelerate the timing of the exercise provisions of any Award
in the event of (i) the adoption of a plan of merger or consolidation under
which a majority of the Shares of the Company would be eliminated, or (ii) a
sale of all or any portion of the Company's assets or capital stock.
Alternatively, the Company may, in its sole discretion, cancel any or all Awards
upon any of the foregoing events and provide for the payment to Participants in
cash of an amount equal to the

                                       22


value or appreciated value, whichever is applicable, of the Award, as determined
in good faith by the Committee, at the close of business on the date of such
event.

        Upon a business combination by the Company or any of its Affiliates with
any corporation or other entity through the adoption of a plan of merger or
consolidation or a share exchange or through the purchase of all or
substantially all of the capital stock or assets of such other corporation or
entity, the Board or the Committee may, in its sole discretion, grant Options
pursuant hereto to all or any persons who, on the effective date of such
transaction, hold outstanding options to purchase securities of such other
corporation or entity and who, on and after the effective date of such
transaction, will become employees or directors of, or consultants or advisors
to, the Company or its Affiliates. The number of Shares subject to such
substitute Options shall be determined in accordance with the terms of the
transaction by which the business combination is effected. Notwithstanding the
other provisions of this Plan, the other terms of such substitute Options shall
be substantially the same as or economically equivalent to the terms of the
options for which such Options are substituted, all as determined by the Board
or by the Committee, as the case may be. Upon the grant of substitute Options
pursuant hereto, the options to purchase securities of such other corporation or
entity for which such Options are substituted shall be canceled immediately.

XX.     DISSOLUTION OR LIQUIDATION OF THE COMPANY

        Upon the dissolution or liquidation of the Company other than in
connection with a transaction to which Article XIX is applicable, all Awards
granted hereunder shall terminate and become null and void; provided, however,
that if the rights of a Participant under the applicable Award have not
otherwise terminated and expired, the Participant may, if the Committee, in its
sole discretion, so permits, have the right immediately prior to such
dissolution or liquidation to exercise any Award granted hereunder to the extent
that the right thereunder has become exercisable as of the date immediately
prior to such dissolution or liquidation.

XXI.    TERMINATION OF THE PLAN

        The Plan shall terminate ten (10) years from the earlier of the date of
its adoption by the Board or the date of its approval by the stockholders. The
Plan may be terminated at an earlier date by vote of the stockholders or the
Board; provided, however, that any such earlier termination shall not affect any
Award Agreements executed prior to the effective date of such termination.
Notwithstanding anything in this Plan to the contrary, any Options granted prior
to the effective date of the Plan's termination may be exercised until the
earlier of (i) the date set forth in the Award Agreement, or (ii) in the case of
an Incentive Option, ten (10) years from the date the Option is granted; and the
provisions of the Plan with respect to the full and final authority of the
Committee under the Plan shall continue to control.

XXII.   AMENDMENT OF THE PLAN

        The Plan may be amended by the Board and such amendment shall become
effective upon adoption by the Board; provided, however, that any amendment
shall be subject to the

                                       23


approval of the stockholders of the Company at or before the next annual meeting
of the stockholders of the Company if such stockholder approval is required by
the Code, any federal or state law or regulation, the rules of any stock
exchange or automated quotation system on which the Shares may be listed or
quoted, or if the Board, in its discretion, determines to submit such changes to
the Plan to its stockholders for approval.

        The Committee may amend the terms of any Award Agreement, retroactively
or prospectively, but no such amendment shall materially impair the accrued
rights of any Participant without his or her written consent.

XXIII.  EMPLOYMENT RELATIONSHIP

        Nothing herein contained shall be deemed to prevent the Company or an
Affiliate from terminating the employment, services or directorship of a
Participant, nor to prevent a Participant from terminating his, her or its
employment, services, or directorship, unless otherwise limited by an agreement
between the Company (or an Affiliate) and the Participant.

XXIV.   INDEMNIFICATION OF COMMITTEE

        In addition to such other rights of indemnification as they may have as
directors or as members of the Committee, the members of the Committee shall be
indemnified by the Company against all reasonable expenses, including attorneys'
fees, actually and reasonably incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to which
they or any of them may be a party by reason of any action taken by them as
directors or members of the Committee and against all amounts paid by them in
settlement thereof (provided such settlement is approved by the Board) or paid
by them in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that the director or Committee member is liable for
negligence or willful misconduct in the performance of his or her duties. To
receive such indemnification, a director or Committee member must first offer in
writing to the Company the opportunity, at its own expense, to defend any such
action, suit or proceeding.

XXV.    UNFUNDED PLAN

        Insofar as it provides for payments in cash in accordance with Article
XVI, or otherwise, the Plan shall be unfunded. Although bookkeeping accounts may
be established with respect to Participants who are entitled to cash, Common
Stock, or rights thereto under the Plan, any such accounts shall be used merely
as a bookkeeping convenience. The Company shall not be required to segregate any
assets that may at any time be represented by cash, Common Stock, or rights
thereto, nor shall the Plan be construed as providing for such segregation, nor
shall the Company, the Board, or the Committee be deemed to be a trustee of any
cash, Common Stock, or rights thereto to be granted under the Plan. Any
liability of the Company to any Participant with respect to a grant of cash,
Common Stock, or rights thereto under the Plan shall be based solely upon any
contractual obligations that may be created by the Plan and any Award Agreement;
no such obligation of the Company shall be deemed to be secured by any pledge or
other

                                       24


encumbrance on any property of the Company. Neither the Company nor the Board
nor the Committee shall be required to give any security or bond for the
performance of any obligation that may be created by the Plan.

XXVI.   MITIGATION OF EXCISE TAX

        Unless otherwise provided for in the Award Agreement or in any other
agreement between the Company (or an Affiliate) and the Participant, if any
payment or right accruing to a Participant under this Plan (without the
application of this Article XXVI), either alone or together with other payments
or rights accruing to the Participant from the Company or an Affiliate, would
constitute a "parachute payment" (as defined in Section 280G of the Code and
regulations thereunder), such payment or right shall be reduced to the largest
amount or greatest right that will result in no portion of the amount payable or
right accruing under the Plan being subject to an excise tax under Section 4999
of the Code or being disallowed as a deduction under Section 280G of the Code.
The determination of whether any reduction in the rights or payments under this
Plan is necessary shall be made by the Company. The Participant shall cooperate
in good faith with the Company in making such determination and providing any
necessary information for this purpose.

XXVII.  EFFECTIVE DATE

        This amendment and restatement of the Plan shall become effective upon
adoption by the Board, provided that the adoption of the amendment and
restatement of the Plan shall be subject to the approval of the stockholders of
the Company.

XXVIII. FOREIGN JURISDICTIONS

        To the extent the Committee determines that the restrictions imposed by
the Plan preclude the achievement of the material purposes of the Plan in
jurisdictions outside the United States of America, the Committee in its
discretion may modify those restrictions as it determines to be necessary or
appropriate to conform to applicable requirements or practices of jurisdictions
outside of the United States of America.

XXIX.   DEFERRAL OF AWARDS

        The Company may permit a Participant to:

        (a)   have cash that otherwise would be paid to such Participant as a
              result of the exercise of an Award credited to a deferred
              compensation account established for such Participant by the
              Committee as an entry on the Company's books;

        (b)   have Shares that otherwise would be delivered to such Participant
              as a result of the exercise of an Award converted into an equal
              number of Rights; or

                                       25


        (c)   have Shares that otherwise would be delivered to such Participant
              as a result of the exercise of an Award converted into amounts
              credited to a deferred compensation account established for such
              Participant by the Committee as an entry on the Company's books.
              Such amounts shall be determined by reference to the Fair Market
              Value of the Shares as of the date on which they otherwise would
              have been delivered to such Participant.

        A deferred compensation account established under this Article XXIX may
be credited with interest or other forms of investment return, as determined by
the Committee. A Participant for whom such an account is established shall have
no rights other than those of a general creditor of the Company. Such an account
shall represent an unfunded and unsecured obligation of the Company and shall be
subject to the terms and conditions of the applicable agreement between such
Participant and the Company. If the deferral or conversion of Awards is
permitted or required, the Committee may establish rules, procedures and forms
pertaining to such Awards, including (without limitation) the settlement of
deferred compensation accounts established under this Article XXIX.

XXX.    GOVERNING LAW

        This Plan shall be governed by the laws of the State of Delaware and
construed in accordance therewith.

Adopted this ____ day of _____________, 2004.

                                       26

EX-10.24

                                                                   Exhibit 10.24

                              CONSULTING AGREEMENT


     This CONSULTING AGREEMENT ("Agreement") is made and entered into as of the
first day of March, 2004 by and between Standard Parking Corporation, a Delaware
corporation ("Standard") and Gunnar E. Klintberg ("Consultant").

                                    RECITALS


     A.   Standard is an operator and developer of parking facilities throughout
the United States.

     B.   Consultant possesses certain special and unique knowledge which may
benefit Standard in obtaining parking operations and opportunities in the New
York City metropolitan area (the "New York City Region"), as well as contacts
which may lead to parking operations and/or opportunities in the continental
United States outside the New York City Region (the "National Region").

     C.   Standard desires to retain Consultant and Consultant desires to be
retained by Standard and provide the services described herein on the terms and
conditions described hereafter.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties agree as follows:

     1.   RETENTION OF CONSULTANT. Effective March 1, 2004 ("Commencement
Date"), Standard agrees to retain Consultant, and Consultant agrees to serve as
an independent consultant to Standard on the terms and conditions set forth
herein.

     2.   DUTIES.

          a.   Consultant agrees to diligently and in good faith render advice,
counsel and direction to Standard and its subsidiaries and affiliates
(collectively "Standard") in the promotion and development of new parking
operations and the consummation of contracts to operate parking facilities
(which include, but are not limited to, management contracts and lease
agreements) in the (a) New York City Region, and (b) National Region. Such
duties shall also include contacting persons who own, manage or control parking
facilities and consulting and advising Standard on special projects as may be
agreed upon, from time to time, by the parties hereto. For purposes of this
Agreement all references herein to "subsidiaries" or "affiliates" of Standard
shall be deemed to include subsidiaries or affiliates now or hereafter existing.

                                        1


          b.   Expressly excluded from this Agreement and the scope of
Consultant's duties hereunder are: (i) any existing facilities operated by
Standard, unless Consultant is specifically requested to assist in a contract
renewal, extension or modification and (ii) any Non-Qualified Government
Facility (hereinafter defined).

          c.   For purposes of this Agreement:

               (1)  "Non-Qualified Government Facility" shall mean any parking
facility or operation owned and/or operated by or on behalf of any local, state
or quasi-governmental agency or authority (a "Government Facility"), for which
Consultant's services under this Agreement may be construed as being regulated
under the so-called "lobbying" regulations (the "Lobby Regulations") of the
jurisdiction where the Government Facility is located.

               (2)  "Qualified Government Facility" shall mean a Government
Facility for which Consultant's services under this Agreement is either
specifically exempt from the applicable Lobby Regulations or is not within the
scope of the applicable Lobby Regulations of the jurisdiction where the
Government Facility is located.

     3.   TERM. This Agreement shall commence on the Commencement Date and shall
continue for a term of one (1) year and, unless terminated as hereafter
provided, automatically continuing thereafter year-to-year (the initial one (1)
year term and any year-to-year continuation are together sometimes collectively
hereinafter referred to as the "Term"). Either party may terminate this
Agreement by giving not less than sixty (60) days' advance written notice to the
other party prior to the end of the Term.

     4.   CONSULTING FEES.

          a.   Unless otherwise specifically stated in the New Business
Certificate (hereinafter defined), for all services rendered by Consultant
hereunder resulting in the consummation of a contract to lease or operate a
privately owned parking facility or a Qualified Government Facility that does
not: (i) require MBE Affiliation (hereinafter defined), or (ii) require any
capital contribution by Standard, Standard shall pay Consultant a fee (the
"Consulting Fee") of twenty percent (20%) of the aggregate Net Operating Profit
of Qualifying New Business Locations.

          b.   For purposes of this Agreement:

               (1)  "Qualifying New Business Location" shall mean a contract
(including, but not limited to, a management contract and lease agreement)
entered into by Standard, to operate a privately owned parking facility or
Qualified Government Facility at a location which Standard does not currently
lease or operate, which is suggested to Standard by Consultant and is stipulated
by the parties as a "Qualifying New Business

                                        2


Location" on a certificate in the form of EXHIBIT A attached hereto (the "New
Business Certificate").

               (2)  (a) If Consultant shall suggest a parking operation or
development opportunity, privately owned or a Qualified Government Facility,
which is either/or: (a) in the National Region, (b) requires a capital
investment, or (c) requires an MBE Affiliation, the Consulting Fee shall be
negotiated on a case-by-case basis and the parties shall stipulate their
agreement to a revised Consulting Fee in the New Business Certificate. For
purposes of this Agreement "MBE Affiliation" shall mean any governmental or
quasi-municipal parking facilities which require an operator to operate such
governmental or quasi-municipal parking facilities pursuant to or in conjunction
with a minority business enterprise, disadvantaged business enterprise or other
affiliation specified by such governmental or quasi-municipal agency.

                    (b)  If Consultant shall suggest a Non-Qualified Government
Facility, then, in such event, the parties shall stipulate and agree, in
writing, to a separate agreement regarding the scope of Consultant's activities
on behalf of Standard, as well as a fee arrangement which shall comport in all
respects to the legal requirements of the Lobby Regulations governing such
activities of Consultant with respect to the Non-Qualified Government Facility.

               (3)  "Net Operating Profit" shall mean either: (x) the balance
remaining after deducting all Operating Expenses of the Qualifying New Business
Locations from the Gross Revenues of all Qualifying New Business Locations, or
(y) the fee(s) Standard receives for operating all such Qualifying New Business
Locations under a management, operating or service agreement, after deducting
all non-reimbursable Operating Expenses for all such Qualifying New Business
Locations. Gross Revenues, as well as Operating Expenses, shall be determined
solely by Standard as stated in Standard's profit and loss statements.

               (4)  "Operating Expenses" shall mean any and all expenses
incurred by Standard in its operation of any Qualifying New Business Location
under this Agreement including, but not limited to, rent, payroll, payroll
burden, payroll taxes, employee benefits (including worker's compensation),
license and permit fees, insurance and bond expenses (including any deductible
losses paid), depreciation and amortization of capital expenditures of Standard
(including cost of acquiring a Qualifying New Business Location, e.g., cost of
contract), costs of maintenance and repair required of Standard, uniforms,
supplies, tools, cleaning, utility charges, bookkeeping and administrative
expenses, tickets, postage, stationery including report forms, computer use fee,
bank charges, computerized accounts receivable fee, property damage, loss from
theft or robbery, and losses resulting from vehicle damage to the extent not
covered by insurance (including attorney's fees and court costs to defend the
owner of the facility and/or Standard in actions brought to recover damages for
such losses), real estate taxes and assessments and any other taxes, except
taxes on Standard's income; provided, however, if Standard is reimbursed for any
Operating Expense which is incurred and paid

                                        3


by Standard, such Operating Expense shall be excluded from the computation of
Net Operating Profit hereunder.

               (5)  Based on the aggregate of all Qualifying New Business
Locations generated by Consultant, Standard will calculate the aggregate Net
Operating Profit or aggregate Net Operating Loss of all Qualifying New Business
Locations. For purposes of this Agreement, "Net Operating Loss" shall mean the
deficit if the aggregate Gross Revenues of all Qualifying New Business Locations
is exceeded by the aggregate Operating Expenses of all Qualifying New Business
Locations. The Consulting Fee shall be computed on the aggregate Net Operating
Profit or aggregate Net Operating Loss of all Qualifying New Business Locations
each month. If a Qualifying New Business Location terminates prior to the
expiration of the term of the contract for the Qualifying New Business Location
and a Net Operating Loss is sustained, the amount of such loss shall be
considered and factored at the time of the next month's computation of the
Consulting Fee.

               (6)  Within thirty (30) days after the end of each month,
Standard shall remit to Consultant the Consulting Fee earned for the preceding
month, together with a true and complete copy of Standard's profit and loss
statement for each Qualifying New Business Location and a consolidated statement
for all Qualifying New Business showing the aggregate Net Operating Profit (or
Net Operating Loss) and Consulting Fee earned for the preceding month. Such
monthly Consulting Fee payments shall be subject to any adjustment of Gross
Revenue and/or Operating Expenses and/or management, operating or service fees
which may from time to time occur, and to an annual adjustment following the
close of each contract year. If at the end of any month there is an aggregate
Net Operating Loss for all Qualifying New Business Locations, while Consultant
shall not be required to reimburse Standard for such Net Operating Loss, such
Net Operating Loss shall be accrued, carried forward and applied as an offset
against any Consulting Fee payments becoming due to Consultant under this
Agreement until the entire accrued Net Operating Loss is offset. No Consulting
Fee shall be paid prior to the offset of any such accrued Net Operating Loss.

               (7)  The Consulting Fee represents and constitutes the entire
financial obligation of Standard to Consultant, and Consultant agrees that it
shall not be entitled to any other compensation. Except as otherwise provided in
Section 12 herein, upon expiration or earlier termination of this Agreement
and/or Consultant's services hereunder, the Consulting Fee shall continue to be
paid so long as Standard continues to operate the Qualifying New Business
Location.

     5.   AUTHORIZED EXPENSES/REIMBURSEMENT. Standard will reimburse Consultant
for reasonable business expenses incurred by Consultant in connection with the
performance of its duties outlined herein. Any such expense reimbursement
requested by Consultant during the term shall be expressly conditioned upon
Consultant receiving advance approval from Standard.

                                        4


     6.   OPERATION OF PARKING FACILITIES TO BE SOLELY BY STANDARD. Until a
Qualifying New Business Location is agreed to in writing by mutual execution of
a New Business Certificate, Standard shall be permitted to make separate contact
with individuals, firms or companies, separately submit bids or proposals in the
name of Standard and take any other action with respect to development and
acquisition of parking facilities solely under, by or through the name of
Standard without such parking facilities being included as part of this
Agreement.

     7.   RELATIONSHIP. Consultant is retained hereunder only for the purpose
and to the extent set forth in this Agreement and his relationship to Standard
is that of an independent contractor and not an agent or employee. The personnel
performing services under this Agreement shall at all times be under
Consultant's exclusive direction and control and shall be employees of
Consultant and not Standard. Consultant shall pay all wages, salaries, and other
amounts due his employees in connection with this Agreement and shall be
responsible for all reports and obligations respecting them relating to social
security, income tax withholding, unemployment compensation, workers'
compensation, and similar payroll reporting and employment matters.

     8.   BENEFITS. Consultant shall not acquire any rights under any pension,
stock option, group insurance or any other benefit plans of Standard by reason
of this Agreement.

     9.   ASSIGNMENT. This Agreement is a personal service contract and may not
be assigned by Consultant. Standard may assign this Agreement and the Agreement
shall be binding upon and inure to the benefit of any successor or assignee of
Standard. Consultant may retain, at his own expense, partners, associates and
staff to assist Consultant, as Consultant deems appropriate; however, Consultant
shall retain and exercise his personal oversight and supervision of any such
activities and shall advise the Responsible Parties of the contents of this
Agreement, specifically, Section 12 hereof.

     10.  INDEMNIFICATION. Consultant shall indemnify, defend, and hold harmless
Standard from and against all claims and actions, and all expenses incidental to
such claims or actions, based upon or arising out of damage to property or
injuries to persons or other tortuous acts caused or contributed to by
Consultant or anyone acting under his direction or control or in his behalf in
the course of their performance under this Agreement, provided the Consultant's
aforesaid indemnity and hold harmless agreement shall not be applicable to any
liability based upon the sole negligence of Standard. This Section 10 and
Consultant's indemnity obligation shall survive the termination of this
Agreement for any reason.

                                        5


     11.  NOTICES. Any notice or communications to be given shall be in writing
and shall be served personally, by express courier, facsimile copy, or mailed by
United States registered or certified mail, return receipt requested, to the
following addresses:

          To :                      Standard Parking Corporation
                                    Attn: Legal Department
                                    900 North Michigan Avenue
                                    Suite 1600
                                    Chicago, IL 60611
                                    Fax # (312) 640-6162

          To Consultant:            Mr. Gunnar E. Klintberg
                                    545 Steamboat Road
                                    Greenwich, CT 06830
                                    Fax # (203) 661-5756


     12.  COVENANTS AGAINST UNFAIR COMPETITION AND DISCLOSURE OF CONFIDENTIAL
INFORMATION.

          a.   During the term of this Agreement, Consultant and, as applicable,
his partners, associates, employees and/or affiliates (collectively hereinafter
referred to as "Responsible Parties") will have access to and will gain
knowledge with respect to trade secrets and private and secret processes of
Standard, confidential information concerning the financial statements and
operations of Standard, its sales and marketing activities and procedures, its
bidding techniques, its design and construction techniques, product research and
engineering data, its customer lists of owners of parking facilities, or credit
and financial data concerning such customers or potential customers (in the
aggregate referred to hereinafter as "Secret and Confidential Information").
Consultant acknowledges that the Secret and Confidential Information constitutes
a valuable, special and unique asset of Standard, to which Standard has the
right to retain and hereby does retain all of its proprietary interests.
However, access to and knowledge of the Secret and Confidential Information is
essential to the performance of Consultant's services for Standard. In
recognition of this fact, Consultant agrees that neither the Consultant nor any
Responsible Parties will, during or after the term of this Agreement, disclose
or divulge any of such Secret and Confidential Information to any person, firm,
corporation, association or other entity for any reason or purpose whatsoever
(except as necessary in the performance of Consultant's duties hereunder) or
make use of any of the Secret and Confidential Information for his own purpose
or those of the Responsible Parties.

          b.   Consultant acknowledges and agrees that the remedy at law for any
breach of this Section 12 will be inadequate and that the damages flowing from
such

                                        6


breach are not readily measurable in monetary terms. Accordingly, it is
acknowledged that Standard shall be entitled, among other remedies, to immediate
injunctive relief for any breach and, if the court so permits, to obtain a
temporary order restraining any threatened or further breach. This covenant
shall nevertheless, if breached, give rise to monetary damages, if any, in
accordance with the other provisions of this Agreement. Upon the breach or
threatened breach, Standard shall be relieved of any and all obligations to pay
any Consulting Fee then due and owing or to become due and owing to Consultant.

          c.   The covenants on the part of Consultant set forth in this Section
12 shall be construed as agreements independent of any other provisions of this
Agreement, and the existence of any claim or cause of action of the Consultant
against Standard, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by Standard of these covenants.

     13.  DEATH OR DISABILITY OF GUNNAR E. KLINTBERG. In the event of the death
or disability (as determined by Standard in its sole discretion) of Gunnar E.
Klintberg occurring during the term of this Agreement, this Agreement shall be
deemed terminated upon notice from Standard. Consulting Fees earned for
Qualifying New Business Locations will be paid in accordance with Section 4 and,
unless otherwise provided in the New Business Certificate, shall be paid to
Gunnar E. Klintberg or Gunnar E. Klintberg's beneficiaries, as applicable, so
long as Standard continues to operate the Qualifying New Business Location.

     14.  REPRESENTATIONS BY CONSULTANT. In representing Standard to third
parties, neither Consultant nor any of the Responsible Parties, shall have or
represent itself or himself as having any authority to bind or commit Standard
to any contract, to invest funds, or to extend a line of credit in the name of
Standard.

     15.  TERMINATION. In addition to the termination rights set forth in
Section 3 herein, this Agreement may be terminated by either party if the other
party defaults in any of its obligations hereunder, and fails to cure such
default within fifteen (15) days following receipt of written notice thereof.
Provided, however, a violation by Consultant and/or the Responsible Parties of
Section 12 herein shall constitute grounds for immediate termination of this
Agreement by Standard and forfeiture of any Consulting Fees, Fee Advance and/or
other sums due or to become due to Consultant hereunder.

     16.  INVALID PROVISIONS. Should any portion of this Agreement, for any
reason, be declared by a court of competent jurisdiction to be unreasonable or
invalid, any such unreasonable portion shall be enforceable to the extent deemed
reasonable by such court and any such invalidity shall not affect the remaining
portion of this Agreement, which remaining portions shall continue in full force
and effect as if this Agreement had been executed with the invalid portion
thereof eliminated; it being the intention of the

                                        7


parties that they would have executed the remaining portion of this Agreement
without including any such invalid portion.

     17.  GOVERNING LAW AND METHOD OF AMENDMENT. This Agreement shall be
governed by and construed in accordance with the laws of the State of Illinois
and contains the entire understanding and agreement between the parties and
shall not be amended, modified or supplemented, except by written agreement by
the parties hereto.

     18.  INTEGRATION. This Agreement and the attached Exhibits constitute the
entire agreement of the parties with respect to the subject matter hereof and
supersede all prior agreements between the parties.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
date first above written.

                          Standard Parking Corporation

                          By:    /s/ Steven A. Warshauer
                             -----------------------------------------------
                                 Steven A. Warshauer
                                 Executive Vice President


                          CONSULTANT:

                                 /s/ Gunnar E. Klintberg
                          --------------------------------------------------
                                 Gunnar E. Klintberg

                                        8


                                    EXHIBIT A
                            NEW BUSINESS CERTIFICATE

     The undersigned hereby stipulate and agree that the following constitutes
Qualifying New Business Location for purposes of the Consulting Agreement dated
as of ________________, 2004 between Gunnar E. Klintberg and Standard Parking
Corporation:

       Location(s):                     Description:

     ____________________________     __________________________________________


     ____________________________     __________________________________________


     ____________________________     __________________________________________


     ____________________________     __________________________________________


     If the Consulting Fee is other than as set forth in the Consulting
Agreement, the parties stipulate and agree that the Consulting Fee for the
following Qualifying New Business Location shall be as follows:  _______________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________


                                                    ----------------------------
                                                      Gunnar E. Klintberg

                                               Date:
                                                    ----------------------------

Agreed and Approved by:

Standard Parking Corporation

By:
    ----------------------------------
           Steven A. Warshauer
            Executive Vice President

Date:
     ---------------------------------

                                        9

EX-23.1

                                                                    Exhibit 23.1

We consent to the reference to our firm under the caption "Experts" and to the
use of our reports dated March 5, 2004, in Amendment No. 1 to the Registration
Statement (Form S-1 No. 33-112652) and related Prospectus of Standard Parking
Corporation for the registration of 4,100,000 shares of its common stock.

/s/ Ernst & Young LLP
Chicago, Illinois
May 6, 2004

EX-99.1

                                                                    Exhibit 99.1


                           CONSENT OF DIRECTOR NOMINEE

      I hereby consent to being named in Amendment No. 1 to the Registration
Statement on Form S-1 (No. 333-112652) of Standard Parking Corporation, a
Delaware Corporation (the "Company"), and in all subsequent amendments and
post-effective amendments or supplements to the Registration Statement
(including the prospectus contained therein), as a director nominee of Company,
with my election or appointment (if so elected or appointed) becoming effective
no later than the effectiveness of the Registration Statement related to the
offering contemplated therein.

Dated April 29, 2004

                                            /s/ Charles L. Biggs
                                            --------------------
                                            Charles L. Biggs

EX-99.2

                                                                    Exhibit 99.2


                           CONSENT OF DIRECTOR NOMINEE

      I hereby consent to being named in Amendment No. 1 to the Registration
Statement on Form S-1 (No. 333-112652) of Standard Parking Corporation, a
Delaware Corporation (the "Company"), and in all subsequent amendments and
post-effective amendments or supplements to the Registration Statement
(including the prospectus contained therein), as a director nominee of Company,
with my election or appointment (if so elected or appointed) becoming effective
no later than the effectiveness of the Registration Statement related to the
offering contemplated therein.

Dated April 29, 2004

                                                   /s/ Karen M. Garrison
                                                   ---------------------
                                                   Karen M. Garrison

EX-99.3

                                                                    Exhibit 99.3


                           CONSENT OF DIRECTOR NOMINEE

     I hereby consent to being named in Amendment No. 1 to the Registration
Statement on Form S-1 (No. 333-112652) of Standard Parking Corporation, a
Delaware Corporation (the "Company"), and in all subsequent amendments and
post-effective amendments or supplements to the Registration Statement
(including the prospectus contained therein), as a director nominee of Company,
with my election or appointment (if so elected or appointed) becoming effective
no later than the effectiveness of the Registration Statement related to the
offering contemplated therein.

Dated 29th April, 2004
                                             /s/ Leif F. Onarheim
                                             --------------------
                                             Leif F. Onarheim

EX-99.4

                                                                    Exhibit 99.4


                           CONSENT OF DIRECTOR NOMINEE

     I hereby consent to being named in Amendment No. 1 to the Registration
Statement on Form S-1 (No. 333-112652) of Standard Parking Corporation, a
Delaware Corporation (the "Company"), and in all subsequent amendments and
post-effective amendments or supplements to the Registration Statement
(including the prospectus contained therein), as a director nominee of Company,
with my election or appointment (if so elected or appointed) becoming effective
no later than the effectiveness of the Registration Statement related to the
offering contemplated therein.

Dated April 30, 2004

                                                   /s/ A. Petter Ostberg
                                                   ---------------------
                                                   A. Petter Ostberg

EX-99.5

                                                                    Exhibit 99.5


                           CONSENT OF DIRECTOR NOMINEE

      I hereby consent to being named in Amendment No. 1 to the Registration
Statement on Form S-1 (No. 333-112652) of Standard Parking Corporation, a
Delaware Corporation (the "Company"), and in all subsequent amendments and
post-effective amendments or supplements to the Registration Statement
(including the prospectus contained therein), as a director nominee of Company,
with my election or appointment (if so elected or appointed) becoming effective
no later than the effectiveness of the Registration Statement related to the
offering contemplated therein.

Dated April 30, 2004

                                            /s/ Robert S. Roath
                                            --------------------
                                            Robert S. Roath