S-1/A

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As filed with the Securities and Exchange Commission on May 18, 2004

Registration No. 333-112652

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

Amendment No. 2
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.

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.

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        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

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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).

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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).

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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.

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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.

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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*	Employment Agreement, dated May 7, 2004 between the Company and John V. Holten.
10.23.1*	Side Letters dated May 7, 2004 related to the Employment Agreement dated May 7, 2004 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*	Stock Purchase Agreement, dated as of May 10, 2004 among the Company, SP Associates, Waverly Partners, L.P., the Carol R. Warshauer GST Exempt Trust, Myron C. Warshauer, Steamboat Industries LLC and John V. Holten.
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

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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

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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.

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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 17, 2004.

STANDARD PARKING CORPORATION
By:	*
	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
* James A. Wilhelm	President, Chief Executive Officer and Director	May 17, 2004
* John V. Holten	Chairman and Director	May 17, 2004
* G. Marc Baumann	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	May 17, 2004
* Daniel R. Meyer	Senior Vice President, Corporate Controller and Assistant Treasurer (Principal Accounting Officer)	May 17, 2004
* Gunnar E. Klintberg	Vice President and Director	May 17, 2004
* /s/  ROBERT N. SACKS Robert N. Sacks Attorney-in-Fact

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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*	Employment Agreement, dated May 7, 2004 between the Company and John V. Holten.
10.23.1*	Side Letters dated May 7, 2004 related to the Employment Agreement dated May 7, 2004 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*	Stock Purchase Agreement, dated as of May 10, 2004 among the Company, SP Associates, Waverly Partners, L.P., the Carol R. Warshauer GST Exempt Trust, Myron C. Warshauer, Steamboat Industries LLC and John V. Holten.
21.1**	Subsidiaries of the Company.
23.1**	Consent of Ernst & Young LLP.

II-14

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.

II-15

QuickLinks

PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (In Thousands)
SIGNATURES
INDEX TO EXHIBITS

EX-3.1

                                                                     EXHIBIT 3.1

                           SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION

                                       OF

                          STANDARD PARKING CORPORATION

     Standard Parking Corporation, a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "DGCL"), hereby
certifies as follows:

     1.   The name of the corporation is Standard Parking Corporation (the
"CORPORATION").

     2.   The date of the filing of the original Certificate of Incorporation
of the Corporation with the Secretary of State of the State of Delaware was
September 24, 1981, under the name 120 Oakland Place, Inc.

     3.   Pursuant to Sections 242 and 245 of the DGCL, this Second Amended
and Restated Certificate of Incorporation (this "CERTIFICATE") amends and
restates the original Certificate of Incorporation, as amended and restated by
the Amended and Restated Certificate of Incorporation filed with the Secretary
of State of the State of Delaware on February 24, 1994, as further amended. This
Certificate amends, restates and supersedes in its entirety the provisions of
the Certificate of Incorporation of this Corporation as heretofore amended.

     4.   The Certificate of Incorporation of the Corporation is hereby
amended and restated in its entirety to read as follows:

                                   "ARTICLE I

     Section 1.01   NAME OF CORPORATION. The name of the corporation is:

                          Standard Parking Corporation

                                   ARTICLE II

     Section 2.01   REGISTERED OFFICE AND REGISTERED AGENT. The address,
including street, number, city, and county, of the registered office of the
Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington,
County of New Castle; and the name of the registered agent of the Corporation in
the State of Delaware at such address is The Corporation Trust Company.

                                   ARTICLE III

     Section 3.01   NATURE OF BUSINESS. The nature of the business and the
purposes to be conducted and promoted by the Corporation are as follows:



     To conduct any lawful business, to promote any lawful purpose, and to
engage in any lawful act or activity for which corporations may be organized
under the DGCL.

                                   ARTICLE IV

     Section 4.01   AUTHORIZED CAPITAL STOCK. The total number of shares of
stock that the Corporation shall have authority to issue is 12,000,010, of
which (i) 12,000,000 shares shall be shares of Common Stock, par value $0.00l
per share (the "COMMON STOCK") and (ii) 10 shares shall be shares of
Preferred Stock, par value $0.01 per share (the "PREFERRED STOCK"), issuable
in one or more series as hereinafter provided. Except as otherwise expressly
provided herein, the number of authorized shares of any class or classes of
capital stock of the Corporation may be increased or decreased (but not below
the number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the voting power of the stock of the Corporation
entitled to vote generally in the election of directors ("VOTING STOCK")
irrespective of the provisions of Section 242(b)(2) of the DGCL or any
corresponding provision hereinafter enacted.

     Section 4.02   COMMON STOCK. All shares of Common Stock will be identical
in all respects and will entitle the holders thereof to the same rights and
privileges, except as otherwise provided in this Second Amended and Restated
Certificate of Incorporation (this "CERTIFICATE OF INCORPORATION").

            (a)     VOTING RIGHTS. At every meeting of the stockholders of the
     Corporation, every holder of Common Stock shall be entitled to one (1) vote
     in person or by proxy for each share of Common Stock standing in such
     holder's name on the transfer books of the Corporation in connection with
     the election of directors and all other matters submitted to a vote of all
     stockholders. Every holder of Common Stock shall be entitled to one vote in
     person or by proxy for each share of Common Stock standing in such holder's
     name on the transfer books of the Corporation in connection with all
     matters submitted to a vote of the holders of Common Stock voting
     separately as a class. No stockholder shall be entitled to exercise any
     right of cumulative voting.

            (b)     DIVIDENDS AND DISTRIBUTIONS. Subject to the rights of the
     holders of Preferred Stock, and subject to any other provisions of this
     Certificate of Incorporation, holders of Common Stock shall be entitled to
     receive such dividends and other distributions in cash, stock of any
     corporation (including the Common Stock of the Corporation) or property of
     the Corporation as may be declared thereon by the Board of Directors from
     time to time out of assets or funds of the Corporation legally available
     therefor and shall share equally on a per share basis in all such dividends
     and other distributions.

            (c)     NO PREEMPTIVE RIGHTS. Subject to any Certificate of
     Designations, no stockholder of the Corporation shall have any preemptive
     or preferential right, nor be entitled as such as a matter of right, to
     subscribe for or purchase any part of any new or additional issue of stock
     of the Corporation of any class or series, whether now or hereafter
     authorized, and whether issued for money or for consideration other than

                                        2


     money, or of any issue of securities convertible into stock of the
     Corporation.

            (d)     NO REDEMPTION RIGHTS. Subject to any Certificate of
     Designations, no stockholder of the Corporation shall have any right to
     have the shares of Common Stock held by such holder redeemed by the
     Corporation.

     Section 4.03   PREFERRED STOCK.

            (a)   DESIGNATION. There shall be a series of Preferred Stock
     designated as "18% Senior Redeemable Series D Preferred Stock" (the
     "SERIES D STOCK"). The number of shares of Series D Stock authorized for
     issuance shall be 10, and each such share shall have a par value of $0.01.

            (b)   RANK. The Series D Stock shall, with respect to dividend
     rights and rights on liquidation, rank (a) junior to, or on a parity with,
     as the case may be, any other series of the Preferred Stock established by
     the Board, the terms of which shall specifically provide that such series
     shall rank senior to, or on parity with, as the case may be, the Series D
     Stock with respect to dividend rights and rights on liquidation, and (b)
     senior to any other equity securities of the Company, including all
     classes of Company Common Stock. (All of such equity securities of the
     Company to which the Series D Stock ranks prior, including all classes of
     Company Common Stock, are at times collectively referred to herein as the
     "JUNIOR SECURITIES").

            (c)   DIVIDENDS. (i) The holders of record of shares of Series D
     Stock on the record date specified by the Board at the time such dividend
     is declared shall be entitled to receive, when, as and if declared by the
     Board, to the extent permitted under the DGCL, preferred dividends
     cumulative quarterly and payable on the first day of March, June,
     September and December (each such day being a "DIVIDEND PAYMENT DATE");
     PROVIDED, that such record date shall not be more than sixty (60) days nor
     less than ten (10) days prior to the respective Dividend Payment Date;
     PROVIDED, FURTHER, that such dividends may, at the option of the Board,
     accrue and accumulate. Each of such dividends shall be fully cumulative
     and shall accrue (whether or not declared, whether or not the Company has
     earnings or profits, and whether or not there are funds legally available
     for the payment of such dividends), without interest, from the first day
     of each of March, June, September and December, except that with respect
     to the first dividend, such dividend shall accrue from the date of the
     issuance of the Series D Stock. The per annum dividend rate on outstanding
     shares shall be 18% per share, of which 3% may, at the option of the
     Board, be paid in cash and the remaining 15% shall accrue and accumulate
     until paid. The Company shall take all actions required or permitted under
     the DGCL to permit the payment of dividends on the Series D Stock,
     including, without limitation, through the revaluation of its assets in
     accordance with the DGCL, to make or keep funds legally available for the
     payment of dividends.

                  (ii)  (A) All dividends paid with respect to shares of Series
     D Stock pursuant to paragraph (c)(i) shall be paid PRO RATA to the holders
     entitled thereto. Dividends will be computed on the basis of a 360-day
     year comprised of twelve 30-day months.

                                        3



                  (iii) Each fractional share of Series D Stock outstanding
     shall be entitled to a ratably proportionate amount of all dividends
     accruing with respect to each outstanding share of Series D Stock pursuant
     to Paragraph (c)(i) hereof, and all such dividends with respect to such
     outstanding fractional shares shall be fully cumulative and shall accrue
     (whether or not declared) without interest, and shall be payable in the
     same manner and at such times as provided for in Paragraph (c)(i) hereof
     with respect to dividends on each outstanding share of Series D Stock.

                  (iv)  Notwithstanding anything contained herein to the
     contrary, no cash dividends on shares of Series D Stock shall be declared
     by the Board or paid or set apart for payment by the Company at such time
     as the terms and provisions of any agreement of the Company, including any
     agreement relating to its indebtedness, specifically prohibits such
     declaration, payment or setting apart for payment; PROVIDED, that nothing
     herein contained shall in any way or under any circumstance be construed
     or deemed to require the Board to declare, or the Company to pay or set
     apart for payment, any dividends on shares of Series D Stock at any time,
     whether or not permitted by any of such agreements.

                  (v)   If at any time the Company shall have failed to pay all
     dividends that have accrued on any outstanding shares of any other series
     of the Preferred Stock having cumulative dividend rights ranking prior to
     or on parity with the shares of Series D Stock at the times such dividends
     are payable, no cash dividend shall be declared by the Board or paid or
     set apart for payment by the Company on shares of Series D Stock unless
     prior to or concurrently with such declaration, payment or setting apart
     for payment, all accrued and unpaid dividends on all outstanding shares of
     such other series of the Preferred Stock shall have been or be declared,
     paid or set apart for payment, without interest; PROVIDED, that in the
     event such failure to pay accrued dividends is only with respect to the
     outstanding shares of Series D Stock and any outstanding shares of any
     other series of the Preferred Stock having cumulative dividend rights on
     parity with the shares of Series D Stock, subject to Paragraph (c)(i)
     above, cash dividends may be declared, paid or set apart for payment,
     without interest, PRO RATA on shares of Series D Stock and shares of such
     other series of the Preferred Stock so that the amount of any cash
     dividends declared, paid or set apart for payment on shares of Series D
     Stock and shares of such other series of the Preferred Stock shall in all
     cases bear to each other the same ratio that, at the time of such
     declaration, payment or setting apart for payment, all accrued but unpaid
     cash dividends on shares of Series D Stock and shares of such other series
     of the Preferred Stock bear to each other. Any dividend not paid pursuant
     to Paragraph (c)(i) hereof or this Paragraph (c)(v) shall be fully
     cumulative and shall accrue (whether or not declared), without interest,
     as set forth in Paragraph (c)(i) hereof.

                  (vi)  Holders of shares of Series D Stock shall be entitled to
     receive the dividends provided for in Paragraph (c)(i) hereof in
     preference to and in priority over any dividends upon any of the Junior
     Securities.

                                        4



                  (vii) So long as any shares of Series D Stock are outstanding,
     the Company shall not declare, pay or set apart for payment any dividend
     on any of the Junior Securities or any warrants, rights, calls or options
     exercisable for any of the Junior Securities, or make any distribution in
     respect thereof, either directly or indirectly, and whether in cash,
     obligations or shares of the Company or other property (other than
     pursuant to the conversion rights set forth herein and other than
     distributions or dividends in stock to the holders of such stock), and
     shall not permit any corporation or other entity directly or indirectly
     controlled by the Company to purchase or redeem any of the Junior
     Securities or any warrants, rights, calls or options exercisable for any
     of the Junior Securities, UNLESS prior to or concurrently with such
     declaration, payment, setting apart for payment, purchase or distribution,
     as the case may be, all accrued and unpaid cash dividends on shares of
     Series D Stock not paid on the dates provided for in Paragraph (c)(i)
     hereof (including if not paid pursuant to the terms and conditions of
     paragraph (c)(i) or Paragraph (c)(v) hereof) shall have been or be paid;
     PROVIDED, that nothing herein contained shall limit or restrict the
     Company or any corporation or other entity directly or indirectly
     controlled by the Company from purchasing, redeeming or otherwise retiring
     any securities of the Company, including any Junior Securities and any
     warrants, rights, calls or options exercisable for any of the Junior
     Securities, (I) issued to any individual who was or is an employee or
     officer of the Company or any of its subsidiaries, or (II) that are
     subject to any stockholders agreement, any agreement providing for
     put/call rights or any similar agreement to which the Company or any of
     its subsidiaries is a party, which agreement provides for such purchase,
     redemption or retirement.

                  (viii) Subject to the foregoing provisions of this Paragraph
     (c), the Board may declare, and the Company may pay or set apart for
     payment, dividends and other distributions on any of the Junior
     Securities, and pay, purchase or otherwise redeem any of the Junior
     Securities or any warrants, rights or options exercisable for any of the
     Junior Securities, and the holders of the shares of Series D Stock shall
     not be entitled to share therein.

            (d)   LIQUIDATION PREFERENCE. (i) In the event of any voluntary or
     involuntary liquidation, dissolution or winding up of the affairs of the
     Company, the holders of shares of Series D Stock then outstanding shall be
     entitled to be paid out of the assets of the Company available for
     distribution to its stockholders an amount in cash equal to ten thousand
     dollars ($10,000) for each share outstanding (the "LIQUIDATION AMOUNT")
     plus an amount in cash equal to all accrued but unpaid dividends thereon
     to the date fixed for liquidation, before any payment shall be made or any
     assets distributed to the holders of any of the Junior Securities;
     PROVIDED, that the holders of outstanding shares of Series D Stock shall
     not be entitled to receive such liquidation payment until the liquidation
     payments on all outstanding shares of any other series of the Preferred
     Stock having liquidation rights ranking prior to the shares of Series D
     Stock shall have been paid in full. If the assets of the Company are not
     sufficient to pay in full the liquidation payments payable to the holders
     of outstanding shares of Series D Stock and any outstanding shares of any
     other series of the Preferred Stock having liquidation rights on parity
     with the shares of Series D Stock, then the holders of all such shares
     shall share ratably in such distribution of assets in accordance with the
     amount which would be payable on such distribution if the amounts to which
     the holders of outstanding shares of Series D Stock and the holders of
     outstanding shares of such other series of the Preferred Stock are
     entitled were paid in full. The consolidation or merger of the Company
     with another entity shall not be deemed a voluntary or involuntary
     liquidation, dissolution or winding up of the affairs of the Company and
     shall not give rise to any rights provided for in this Paragraph (d).

                  (ii)  The liquidation payment with respect to each fractional
     share of Series D Stock outstanding or accrued but unpaid shall be equal
     to a ratably proportionate amount of the liquidation payment with respect
     to each outstanding share of Series D Stock.

                                        5



            (e)   REDEMPTION. (i) OPTIONAL.

                  (A)   Shares of Series D Stock may be redeemed, in whole or
            from time to time in part, at the election of the Company (the
            "OPTIONAL REDEMPTION"), at a redemption price per share in cash (the
            "REDEMPTION PRICE") equal to 118% of (x) the then-effective
            Liquidation Amount applicable to such share (treating the applicable
            date of redemption as the date of liquidation, dissolution or
            winding-up for such purpose) and (y) all accrued but unpaid
            dividends thereon.

                  (B)   Shares of Series D Stock may be redeemed, in whole or
            from time to time in part, at a price per share equal to the
            then-effective Redemption Price at the election of the holder
            thereof or the Company, upon the occurrence of a Change of Control
            (as defined below) (a "CHANGE OF CONTROL REDEMPTION"), in which case
            the Redemption Price shall be paid in cash; PROVIDED, that the
            Company shall not be required to make a Change of Control Redemption
            if such a redemption would be prohibited by the terms of the 9-1/4%
            Notes, the New Notes or the Credit Agreement. If the Redemption
            Price payable in respect of a Change of Control Redemption shall
            not be paid in cash, the Board shall promptly declare a special
            dividend, payable in shares of Series D Stock, in an amount equal
            to the excess of the then-effective Redemption Price over the
            Liquidation Amount.

                  (C)   On or after June 15, 2008, at the election of a holder
            of Series D Stock, exercisable by delivering to the Company a
            written notice stating the number of shares of Series D Stock such
            holder elects to redeem, the Company shall redeem all or any portion
            of the outstanding shares of Series D Stock held by such holder at
            the then-effective Redemption Price, payable in cash, within 60 days
            after the date of such notice. Notwithstanding the foregoing, the
            Company shall not be required to redeem shares of Series D Stock to
            the extent such a redemption would be prohibited by the terms of the
            9-1/4% Notes, the New Notes or the Credit Agreement, or by any
            applicable law (collectively, the "REDEMPTION PROHIBITIONS"). If the
            Company can redeem only a portion of the Series D Stock that the
            holder elects to redeem without violating the Redemption
            Prohibitions, the Company shall redeem from the holder the maximum
            number of shares of Series D Stock it can redeem without violating
            the Redemption Prohibitions. If more than one holder elects to
            redeem shares of Series D Stock and the Company is subject to
            Redemption Prohibitions, the Company shall redeem shares of Series D
            Stock on a PRO RATA basis (based on the number of shares held by
            each holder). The Company shall redeem all or a portion of the
            remaining shares of Series D Stock from time to time when the
            Company can do so without violating the Redemption Prohibitions, on
            a PRO RATA basis (based on the number of shares held by each holder)
            if more than one holder has elected to redeem shares of Series D
            Stock.


                                        6



                  (D)   Definitions.

                  "9-1/4% NOTES" shall mean the 9-1/4% Senior Subordinated Notes
                  due 2008 of the Company, as amended.

                  "CREDIT AGREEMENT" shall mean that certain Credit Agreement,
                  dated as of January 11, 2002, by and among the Company and
                  LaSalle Bank National Association as Agent, LaSalle Bank
                  National Association and Bank One, N.A., together with all
                  related agreements, instruments and documents executed or
                  delivered pursuant thereto at any time, in each case as such
                  agreements, instruments and documents may be amended,
                  restated, modified or supplemented and in effect from time to
                  time, including any agreements, instruments or documents
                  extending the maturity of, refinancing, replacing or otherwise
                  restructuring all or any portion of the indebtedness and other
                  obligations under such credit agreement or any successor or
                  replacement agreement, whether by the same or any other agent,
                  lender or group of lenders.

                  "NEW NOTES" shall mean the 14% Senior Subordinated Second Lien
                  Notes due 2006 of the Company, as the same may be amended,
                  restated, modified or supplemented from time to time.


                  (ii)  ALLOCATION. If the Company elects to make an Optional
     Redemption or a Change of Control Redemption, the Company may redeem all
     or any number of the shares of Series D Stock then outstanding. If the
     Company shall elect to redeem less than all of the shares of Series D
     Stock then outstanding, the Company shall determine the number of shares
     of Series D Stock to be redeemed and shall redeem from each holder a
     number of shares of Series D Stock equal to the product of (i) the number
     of shares of Series D Stock held by such holder multiplied by (ii) a
     fraction, the numerator of which shall be the number of shares of Series D
     Stock included in such redemption by the Company and the denominator of
     which shall be the total number of shares of Series D Stock then
     outstanding.


            (f)   PROCEDURE FOR REDEMPTION.

                  (i)   In the event the Company shall redeem shares of Series D
     Stock, notice of such redemption shall be given by first class mail,
     postage prepaid, mailed not less than 30 days nor more than 60 days prior
     to the redemption date, to each holder of record of the shares to be
     redeemed, at such holder's address as the same appears on the stock
     register of the Company. Each such notice shall state: (v) the redemption
     date; (w) the number of shares of Series D Stock to be redeemed and, if
     less than all the shares held by such holder are to be redeemed, the
     number of shares to be redeemed from such holder; (x) the Redemption
     Price; (y) the place or places where certificates for such shares are to
     be surrendered for payment of the Redemption Price; and (z) that dividends
     on the shares to be redeemed will cease to accrue on such redemption date.

                                        7



                  (ii)  Notice having been mailed as aforesaid, from and after
     the redemption date (unless default shall be made by the Company in
     providing money for the payment of the redemption price of the shares
     called for redemption) dividends on the shares of Series D Stock so called
     for redemption shall cease to accrue, and said shares shall no longer be
     deemed to be outstanding, and all rights of the holders thereof as
     stockholders of the Company (except the right to receive from the Company
     the Redemption Price) shall cease. Upon surrender in accordance with said
     notice of the certificates for any shares so redeemed (properly endorsed
     or assigned for transfer, if the Board shall so require and the notice
     shall so state), such shares shall be redeemed by the Company at the
     redemption price aforesaid. In case fewer than all the shares represented
     by any such certificate are redeemed, a new certificate shall be issued
     representing the unredeemed shares without cost to the holder thereof.

            (g)   VOTING RIGHTS.

                  (i)   The holders of record of Series D Stock shall not be
     entitled to any voting rights except as hereinafter provided in this
     Paragraph (g).

                  (ii)  So long as any shares of Series D Stock are outstanding,
     the Company will not, without the affirmative vote or consent at an annual
     or special meeting of its stockholders of at least a majority of the
     outstanding shares of Series D Stock (excluding treasury shares and shares
     held by Subsidiaries of the Company) voting as a separate class, create
     any class or series of shares ranking senior to the Series D Stock either
     as to dividends or upon liquidation, or amend, alter or repeal (whether by
     merger, consolidation or otherwise) the Certificate of Incorporation to
     affect adversely the voting powers (except as such powers may be limited
     by the voting rights given to additional shares of any class), rights or
     preferences of the Series D Stock.

                  (iii) At any annual or special meeting of the stockholders of
     the Company at which a matter is submitted to the holders of Series D
     Stock, each holder shall be entitled to one vote per share of Series D
     Stock.

                                    ARTICLE V

     Section 5.01   BOARD OF DIRECTORS. The business and affairs of the
Corporation shall be managed by or under the direction of a Board of Directors
initially consisting of eight (8) directors. The number of directors may be
increased or decreased from time to time in accordance with the provisions of
Section 5.02; provided that the number of directors shall not be less than three
(3) nor more than nine (9).

     Section 5.02   INCREASE OR DECREASE IN BOARD OF DIRECTORS. The number of
directors may be increased or decreased only pursuant to a resolution adopted by
the affirmative vote of a majority of the directors then in office.

     Section 5.03   VACANCIES IN THE BOARD. Newly created directorships
resulting from any increase in the number of directors and any director
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled as provided in the
Amended and Restated Bylaws of the Corporation (the "BYLAWS"). Any director
elected in accordance with this Section 5.05 shall hold office until such
director's successor shall have been duly elected and qualified. No decrease in
the number of directors constituting the Board of Directors shall shorten the
term of any incumbent director.

     Section 5.04   REMOVAL OF DIRECTORS. A director shall hold office until the
annual meeting of the year in which such director's term expires and until such
director's successor shall be elected and shall qualify, subject, however, to
prior death, resignation or removal from office. Any director or the entire
Board of Directors 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.

                                        8


     Section 5.05   WRITTEN BALLOT. The directors of the Corporation need not be
elected by written ballot unless the Bylaws of the Corporation so provide.

     Section 5.06   APPROVAL OF RELATED PARTY TRANSACTIONS. All related party
transactions (defined below) shall be approved by the Corporation's Audit
Committee. "RELATED PARTY TRANSACTION" shall refer to transactions required to
be disclosed pursuant to Regulation S-K, Item 404 promulgated by the Securities
and Exchange Commission or any successor regulation.

                                   ARTICLE VI

     Section 6.01   STOCKHOLDER ACTION BY WRITTEN CONSENT. Any corporate action
required or permitted to be taken at any annual or special meeting of
stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent or consents 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, and shall be delivered to the Corporation (either by hand or by certified
or registered mail, return receipt requested) at its registered office in the
State of Delaware or its principal place of business, or to an officer or agent
of the Corporation having custody of the book in which proceedings of meetings
of stockholders are recorded.

     Section 6.02   CALLING OF SPECIAL MEETING OF STOCKHOLDERS. Special meetings
of the stockholders of the Corporation may be called only by (i) the chairperson
of the Board of Directors, or (ii) the Board of Directors pursuant to a
resolution adopted by a majority of the directors. Any other power of
stockholders to call a special meeting is specifically denied.

     Section 6.03   BUSINESS AT SPECIAL MEETING OF STOCKHOLDERS. No business
other than that stated in the notice shall be transacted at any special meeting
of stockholders.

     Section 6.04   NOTICE OF STOCKHOLDER PROPOSALS. Advanced notice of the
proposal of business by stockholders, including, without limitation, nominations
of directors, shall be given in the manner provided in the Bylaws, as amended
and in effect from time to time.

                                   ARTICLE VII

     Section 7.01   AMENDMENT OR MODIFICATION OF BYLAWS. Subject to Article 11
of the Bylaws, the Board of Directors is expressly authorized and empowered to
adopt, amend or repeal the Bylaws of the Corporation; provided, however, that
the Bylaws adopted by the Board of Directors under the powers hereby conferred
may be amended or repealed by the Board of Directors or by the affirmative vote
of stockholders having at least a majority of the voting power of the then
outstanding Voting Stock of the Corporation.

                                  ARTICLE VIII

     Section 8.01   LIMITATION OF DIRECTOR'S LIABILITY. No director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of

                                        9


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 Article VIII 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 IX

     Section 9.01   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 9.02   AUTHORIZATION OF INDEMNIFICATION. Notwithstanding Section
9.01, 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 time of
such determination, (1) by the Board of Directors 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 a
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 9.03   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 IX. 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 9.04   NON-EXCLUSIVE RIGHTS. The indemnification and advancement of
expenses provided by or granted pursuant to this Article IX 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.

                                       10


     Section 9.05   AMENDMENT OR REPEAL OF ARTICLE IX. Any amendment or repeal
of this Article IX 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 Article IX, 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."

     5. This Certificate was duly adopted in accordance with Sections 141(f),
242, and 245 of the DGCL by the unanimous written consent of the Corporation's
Board of Directors and by the stockholders having not less than the minimum
number of votes required to adopt this Certificate, with written notice being
provided to all stockholders in accordance with Section 228 of such law.

     IN WITNESS WHEREOF, Standard Parking Corporation has caused this Second
Amended and Restated Certificate of Incorporation to be executed by an
authorized officer of Standard Parking Corporation as of the __ day
of____________, 2004.

                                          Standard Parking Corporation


                                          By:
                                             ---------------------------------
                                             Name:
                                             Title:

                                        11

EX-4.1

                                                                     Exhibit 4.1

                                                                            
NUMBER                            STANDARD PARKING CORPORATION(R)                            SHARES

                        INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE            SEE REVERSE SIDE
                                                                                      FOR CERTAIN DEFINITIONS

                      SEE REVERSE FOR STATEMENT RELATING TO RIGHTS, PREFERENCES,
                                  PRIVILEGES AND RESTRICTIONS, IF ANY                   CUSIP 853790 10 3


       THIS CERTIFIES THAT







       IS THE OWNER OF

                               FULLY PAID AND NON-ASSESSABLE COMMON SHARES, $.001 PAR VALUE, OF

                 ----------------------------- STANDARD PARKING CORPORATION -----------------------------

TRANSFERABLE ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY ATTORNEY UPON SURRENDER OF THIS CERTIFICATE
PROPERLY ENDORSED. THIS CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTRAR.

     IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE TO BE SIGNED BY FACSIMILE SIGNATURES OF ITS DULY
AUTHORIZED OFFICERS AND TO BE SEALED WITH THE FACSIMILE SEAL OF THE CORPORATION.


                                             COUNTERSIGNED AND REGISTERED:
                                                WELLS FARGO BANK, N.A.

                                                    TRANSFER AGENT
                                                     AND REGISTRAR

                                                         BY
                                                 AUTHORIZED SIGNATURE

DATED:

                                                     STANDARD PARKING CORPORATION
            /S/ ROBERT N. SACKS                        CORPORATE SEAL DELAWARE                 /S/ JAMES A. WILHELM
                 SECRETARY                                                             PRESIDENT AND CHIEF EXECUTIVE OFFICER






                                                                          

The Company will furnish to a stockholder upon request and without charge a full statement of the designation, relative rights,
preferences and limitations of the shares of each class authorized to be issued, and of each series so far as the same have been
prescribed. The Board of Directors has authority to fix, before the issuance of any shares of a particular series, the rights,
preferences and limitations pertaining to such series.

__________________________________________________________________________________________________________________________________
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations.

TEN COM - as tenants in common                                                                  UTMA - _______Custodian_______
                                                                                                       (Cust)          (Minor)
TEN ENT - as tenants by entireties                                                             under Uniform Transfer to Minors

JT TEN  - as joint tenants with right                                                             Act_____________________
          of survivorship and not as                                                                        (State)
          tenants in common
                            Additional abbreviations may also be used though not in the above list.
__________________________________________________________________________________________________________________________________

                             FOR VALUE RECEIVED ________HEREBY SELL, ASSIGN AND TRANSFER UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE
/                                     /
/                                     /
__________________________________________________________________________________________________________________________________


__________________________________________________________________________________________________________________________________
                      PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE


__________________________________________________________________________________________________________________________________


__________________________________________________________________________________________________________________________________


__________________________________________________________________________________________________________________________________
OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT______________________
_______________ ATTORNEY TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN-NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION
IN THE PREMISES.



DATED                                                                  __________________________________________________________


                                                                       __________________________________________________________
                                                                       NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
                                                                       WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE
                                                                       IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR
                                                                       ANY CHANGE WHATEVER.


SIGNATURE GUARANTEED
___________________________________________________________
ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION
(SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT IN THE
SECURITIES TRANSFER AGENTS MEDALLION PROGRAM ("STAMP").
THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE
PROGRAM ("MSP"), OR THE STOCK EXCHANGES MEDALLION PROGRAM
("SEMP") AND MUST NOT BE DATED. GUARANTEES BY A NOTARY
PUBLIC ARE NOT ACCEPTABLE.
___________________________________________________________

EX-5.1

                                                                   Exhibit 5.1

                        [Letterhead of White & Case LLP]

May 17, 2004

Standard Parking Corporation
900 North Michigan Avenue
Suite 1600
Chicago, Illinois 60611

Re:    Registration Statement filed with the U.S. Securities and Exchange
       Commission
- --------------------------------------------------------------------------------

Ladies and Gentlemen:

            We refer to the Registration Statement on Form S-1 (No. 333-112652)
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), in the form in which it is to be filed today by Standard
Parking Corporation, a Delaware Corporation (the "Company"), with the U.S.
Securities and Exchange Commission (the "Commission"), relating to the initial
public offering of up to 4,715,000 shares of common stock, par value $.001, of
the Company (the "Shares"), up to 348,000 Shares of which are being sold by the
Company (the "Company Shares") and up to 267,000 of which are being sold by the
Selling Stockholder (the "Selling Stockholder Shares"). The Company Shares and
the Selling Stockholder Shares are to be sold directly to purchasers or through
agents or underwriters, including the underwriters listed on the cover page of
the prospectus forming part of the Registration Statement.

            We have examined the originals, or photostatic or certified copies,
of such records of the Company, certificates of officers of the Company and of
public officials and such other documents as we have deemed relevant and
necessary as the basis for the opinion set forth below. We have relied upon such
certificates of officers of the Company and of public officials and statements
and information furnished by officers of the Company with respect to the
accuracy of material factual matters contained therein which were not
independently established by us. In such examination we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as photostatic or certified copies, and the authenticity of the originals of
such copies.

            Based upon our examination described above, subject to the
assumptions stated, and subject to final action by the board of directors of the
Company or a pricing committee of the board of directors, and to the extent
applicable to the Company Shares and the Selling Stockholder Shares to be
issued, to the authorization, execution and delivery of an underwriting
agreement with respect thereto, it is our opinion that the Company Shares upon
issuance and sale by the Company as contemplated by the Underwriting Agreement
referred to in the Registration Statement and any amendments and prospectus
supplements thereto, will have been duly authorized by the Company and upon
delivery thereof against payment therefor, validly issued, fully paid and
non-assessable. In addition, it is our opinion that the Selling Stockholder
Shares, upon issuance by the Company and sale by the Selling Stockholder, as
contemplated in the Underwriting Agreement referred to in the Registration
Statement and any amendments and prospectus supplements thereto, will have been
duly authorized by the Company, validly issued, fully paid and non-assessable.

            The opinions expressed above are limited to questions arising under
the Federal laws of the United States and the law of the State of New York.

            We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm appearing under the
caption "Legal Matters" in the prospectus forming part of the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission.

                                                         Very truly yours,


                                                         /s/ WHITE & CASE LLP

EX-8.1

                                                                   Exhibit 8.1

                        [Letterhead of White & Case LLP]

May 17, 2004

Standard Parking Corporation
900 North Michigan Avenue
Suite 1600
Chicago, Illinois 60611

Re:    Registration Statement filed with the U.S. Securities and Exchange
       Commission
- --------------------------------------------------------------------------------

Ladies and Gentlemen:

         We have acted as special United States tax counsel to Standard Parking
Corporation, a corporation organized under the laws of Delaware (the "Company"),
in connection with the proposed initial public offering of the Company's common
stock. At your request, we are rendering our opinion concerning the material
United States federal income tax consequences generally applicable to certain
non-United States holders of the Company's common stock with respect to the
acquisition, ownership and disposition of such stock.

         This opinion letter is based on the Internal Revenue Code of 1986, as
amended, the Treasury Regulations issued thereunder and administrative and
judicial interpretations thereof, in each case, as in effect and available on
the date hereof.

         Based on the foregoing and subject to the assumptions, qualifications
and limitations contained therein, we hereby confirm that the description under
the caption "Material U.S. Federal Tax Considerations For Non-United States
Holders of Common Stock" contained in the registration statement of the Company
filed with the U.S. Securities and Exchange Commission, dated May 10, 2004 (as
the same may be amended, the "Registration Statement"), as it relates to matters
of United States federal tax law, and legal conclusions with respect thereto, is
accurate in all material respects.

         We have not considered and render no opinion on any aspect of law other
than as expressly set forth above.

                                   Sincerely,

                                   /s/ WHITE & CASE LLP

EX-10.23

                                                                   Exhibit 10.23

                              EMPLOYMENT AGREEMENT

          THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is made as of May 7,
2004, between STANDARD PARKING CORPORATION, a Delaware corporation (the
"COMPANY"), and JOHN V. HOLTEN, a resident of the State of Connecticut (the
"EXECUTIVE").

                                    RECITALS

          WHEREAS, the Company desires to employ the Executive, and the
Executive desires to enter into such employment with the Company, upon the terms
and conditions hereinafter set forth.

          NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties hereto, each intending to be legally bound hereby,
agree as follows:

     1.   EMPLOYMENT; DUTIES. On the terms and subject to the conditions set
forth herein, the Company hereby agrees to employ the Executive in an employee
capacity as the Chairman of the Board of the Company, and the Executive hereby
agrees to accept such employment, for the Employment Term (as defined in Section
4). The Executive shall have such authorities and duties as are usual and
customary for a senior executive officer of a company of the size and nature of
the Company, including, without limitation, overall supervision and control of,
and responsibility for, the strategic planning and direction of the Company. The
Executive shall report solely to the Board of Directors of the Company (the
"BOARD"). The Executive shall be elected to, and serve as a member of, the
Board, a member of the compensation, nominating and corporate governance
committees of the Board, if such membership is permitted under applicable SRO
standards, and Chairman of the finance, strategy and executive committees of the
Board, if such Committees are created by the Board.

     2.   PERFORMANCE. During the Employment Term, the Executive agrees to
devote reasonable attention and time during normal business hours to the
business and affairs of the Company to the extent necessary to discharge his
responsibilities hereunder (excluding periods of vacation and sick leave);
PROVIDED that the Executive may, and it shall not be considered a violation of
this Agreement for the Executive to, (a) engage in or serve such professional,
civic, charitable, community, educational, religious and similar types of
organizations, and speaking engagements, as the Executive may select; (b) serve
on the boards of directors of any business or firm, or engage in other business
activities, so long as such service or activities do not significantly interfere
with the Executive's responsibilities as an employee of the Company in
accordance with this Agreement; or (c) attend to the Executive's personal
matters and/or the Executive's and/or his family's personal finances,
investments and business affairs. The Executive shall be permitted to retain all
compensation in respect of any of the services or activities referred to in the
immediately preceding sentence.

     3.   COMPENSATION AND BENEFITS.

     (a)  BASE SALARY. The Company shall pay the Executive a base salary at an
          annual rate of not less than Four Hundred Thousand Dollars ($400,000),
          with annual reviews by the Board, which may increase, but not reduce,
          the Executive's base salary;



          PROVIDED, HOWEVER, that on January 1, 2005, and on January 1 of each
          subsequent calendar year during the Employment Term, the rate of such
          base salary shall be not less than that in effect immediately prior to
          such date and shall be increased by at least the percentage increase
          in the consumer price index for all items for all-urban consumers
          respecting New York, New York, as published by the United States
          Department of Labor, Bureau of Labor Statistics, for the 12-month
          period immediately preceding such date (such annual base salary as
          increased from time to time shall hereinafter be referred to as "BASE
          SALARY"). The Base Salary shall be paid in accordance with the normal
          payroll practices for executives of the Company as in effect from time
          to time, but in no event less often than monthly.

     (b)  ANNUAL BONUS; EQUITY AWARDS. The Executive shall be eligible to
          receive an annual incentive bonus based on the achievement of
          performance goals determined by the Audit Committee of the Board. Such
          bonus, if any, shall be paid in cash at the same time or times in
          which annual bonuses are paid generally to senior executives of the
          Company. The Audit Committee of the Board may, in its discretion, also
          approve stock option or other equity awards for the Executive. The
          foregoing notwithstanding, if the Executive ceases to own, directly or
          indirectly, a majority of the outstanding equity interests of the
          Company, the annual incentive bonus and equity awards, if any, shall
          be determined by the Compensation Committee of the Company instead of
          the Audit Committee.

     (c)  BUSINESS EXPENSES. The Company shall promptly reimburse the Executive
          for all travel (at not less than first class rates), entertainment and
          other business expenses incurred by the Executive in the performance
          of his duties to the Company.

     (d)  VACATION. The Executive shall be entitled to a minimum of six weeks'
          paid vacation per year.

     (e)  EMPLOYEE BENEFITS, FRINGE BENEFITS, ETC. The Executive and his family
          shall be entitled to receive employee benefits, including, without
          limitation, medical, hospitalization, dental and prescription drug
          benefits, and fringe benefits and perquisites in accordance with, and
          subject to the terms of, the most favorable plans, practices, programs
          and policies of the Company and its affiliates in effect for any of
          their senior executives from time to time. The fringe benefits and
          perquisites to which the Executive shall be entitled are set forth in
          Exhibit A attached hereto, which may be amended by the parties from
          time to time, subject to the remaining provisions of this Agreement.
          The Executive also shall be entitled to those items set forth in
          Exhibit B attached hereto, which may be amended by the parties from
          time to time, subject to the remaining provisions of this Agreement.

     (f)  INCENTIVE, SAVINGS AND RETIREMENT PLANS. The Executive shall be
          entitled to participate in all cash incentive, bonus, and pension,
          savings and retirement plans, practices, policies and programs
          generally applicable to other senior executives of the Company and its
          affiliates on terms and conditions not less favorable than the most
          favorable of those provided by the Company and its affiliates to any
          such other executives from time to time.

                                        2


     (g)  LEGAL FEES. The Company shall pay or reimburse the Executive for all
          legal fees and expenses the Executive incurs in connection with the
          negotiation, preparation, execution, and amendment of this Agreement.

     4.   EMPLOYMENT TERM. Subject to earlier termination pursuant to Section 5,
6 or 7, the term of employment of the Executive hereunder shall begin on [?]
(the "COMMENCEMENT DATE"), and shall continue through the date which is five (5)
years following the Commencement Date. The term of employment shall be renewed
automatically for successive periods of four (4) years each after the expiration
of the initial five (5) years, unless the Company provides the Executive, or the
Executive provides the Company, with written notice to the contrary at least one
year prior to the end of the initial term or any renewal period (the initial
five year term and the four years renewal term(s) shall be referred to as the
"EMPLOYMENT TERM"). Any notice by the Company to the Executive not to extend the
term of this Agreement, in accordance with the immediately preceding sentence,
shall not be valid unless accompanied by a resolution duly adopted by the
affirmative vote of not less than three quarters (3/4) of all of the
disinterested members of the Board (or as otherwise required by applicable law,
regulations or rules).

     5.   TERMINATION WITHOUT CAUSE, FOR GOOD REASON, OR UPON NON-RENEWAL OF THE
          EMPLOYMENT TERM BY THE COMPANY.

     (a)  SEVERANCE. If the Company terminates the Executive's employment
          without Cause (as defined herein), the Executive terminates his
          employment with the Company for Good Reason (as defined herein), or
          the Company elects not to renew the Employment Term under Section 4,
          the Executive shall be entitled to (i) in the event of a termination
          without Cause or for Good Reason, continue to receive through what
          would have been the last day of the Employment Term, plus an
          additional two (2) years thereafter, an amount equal to the Base
          Salary and annual incentive bonus (in the amount of the annual
          incentive bonus paid with respect to the most recently ended year, or
          the target bonus for the year of such termination, if higher) as if no
          such termination had occurred, minus the aggregate amount of Salary
          Continuation Payments (as defined in Section 8(c)); (ii) in the event
          of the non-renewal of the Employment Term by the Company, continue to
          receive an amount equal to the Base Salary and annual incentive bonus
          (in the amount of the annual incentive bonus paid with respect to the
          most recently ended year, or the target bonus for the final year of
          employment, if higher) for a period of two (2) years, minus the
          aggregate amount of Salary Continuation Payments (as defined in
          Section 8(c)) (iii) the Salary Continuation Payments; (iv) medical
          insurance continuation coverage (the costs of which shall be paid for
          by the Company) for the period during which Base Salary is being paid
          under (i) or (ii) above, or any benefits required under the terms of
          any death, insurance or retirement plan, program, or agreement
          provided by the Company and to which the Executive is a party; (v)
          receive reimbursement for reasonable expenses associated with
          maintaining an executive office and secretarial assistance in
          Greenwich, Connecticut, or such other location mutually agreed upon by
          the Company and the Executive, for a period of five years following
          the termination of employment; and (vi) payment of unpaid Base Salary
          through the date of termination, accrued but unused vacation days and
          any unpaid bonuses through

                                        3


          the date of termination, reimbursement for any unreimbursed expenses
          under Section 3(c) 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.

     (b)  DEFINITION OF GOOD REASON. For purposes of this Agreement, "GOOD
          REASON" shall mean the occurrence of any of the following events, as
          reasonably determined by the Executive, without the written consent of
          the Executive:

          (i)    a reduction in the Base Salary, or the failure to pay when due
                 Base Salary, or any other amounts due under this Agreement;

          (ii)   a material reduction in the kind or level of employee benefits,
                 fringe benefits or perquisites to which the Executive is from
                 time to time entitled;

          (iii)  the Executive is no longer the Chairman of the Board of the
                 Company and a member of the Board;

          (iv)   a diminution or adverse change in the Executive's title,
                 authorities, duties or reporting relationships;

          (v)    a failure by the Company to procure, and deliver to the
                 Executive satisfactory evidence of, the assumption of this
                 Agreement by any successor or subsidiary as required by Section
                 12;

          (vi)   a breach by the Company of any material provision of this
                 Agreement, including, without limitation, any purported
                 termination by the Company of the Executive's employment other
                 than in accordance with the terms of this Agreement; or

          (vii)  the relocation of the Executive's principal place of business
                 outside of the Greenwich, Connecticut, area.

          In addition to the foregoing, "GOOD REASON" shall also mean the
          Executive's resignation as Chairman of the Board of the Company, if he
          so resigns within three (3) months of the date of a "Change in
          Control." A Change in Control shall occur if, as a result of any
          person (as such term is defined in Section 3 of the Securities
          Exchange Act of 1934 (the "Act") and used in Rule 13d-5 of the SEC
          under the Act) or group (as such term is defined in Section 13(d) of
          the Act) becoming the beneficial owners of twenty-five percent (25%)
          or more of the common stock of the Company, the Executive ceases to
          own, directly or indirectly, a majority of the outstanding equity
          interests of the Company; provided, however, a Change in Control shall
          not occur if the Executive is, by written agreement executed before
          such Change in Control, a participant in the transaction that results
          in the Executive's ownership interest so ceasing to be such a majority
          interest.

     6.   DEATH AND DISABILITY. The Company may terminate the Executive's
employment if the Executive experiences a Disability during the Employment Term,
PROVIDED that the Company gives the Executive at least thirty (30) days prior
written notice of such termination. The Employment Term shall automatically
terminate upon the Executive's death. Upon termination of the Executive's
employment due to death or Disability, the Executive, or upon the

                                        4


Executive's death, his estate, shall receive: (i) payment of unpaid Base Salary
through the date of termination and the Base Salary for the duration of the
then-remaining Employment Term; (ii) any benefits mandated under COBRA (the
costs of which shall be paid for by the Company) or required under the terms of
any death, insurance or retirement plan, program, or agreement provided by the
Company and to which the Executive is a party; (iii) a PRO-RATA portion of the
annual incentive bonus amount for the calendar year in which such termination
occurs, based on the number of days worked by the Executive during such calendar
year, paid within thirty (30) days of such termination; and (iv) accrued but
unused vacation days and any earned but unpaid bonuses through the date of
termination, reimbursement for any unreimbursed expenses under Section 3(c)
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. For purposes of this Agreement,
"DISABILITY" means that (A) the Executive has been unable, after reasonable
accommodation by the Company, for a period of 180 consecutive days, or for
periods aggregating 180 business days in any period of twelve months, to perform
a material portion of the Executive's duties under this Agreement as a result of
physical or mental illness or injury, and (B) a physician selected in accordance
with this Section 6 has determined that the Executive's incapacity is total and
permanent. Such physician shall be agreed to in good faith by the Company and
the Executive or the Executive's legal representative. If the Company and the
Executive (or his legal representative) shall be unable to agree on such
physician, the Company and the Executive (or his legal representative) shall
each select a physician and the two physicians shall select a third physician
who shall be the physician selected by the Company and the Executive (or his
legal representative) for this purpose.

     7.   OTHER TERMINATION.

     (a)  If (i) the Company terminates the Executive's employment for Cause,
          (ii) the Executive terminates his employment without Good Reason, or
          (iii) the Executive's employment hereunder terminates due to
          expiration of the Employment Term other than as described in Section
          5(a)(ii), the Executive shall be entitled to the Base Salary through
          his final date of active employment, plus the Salary Continuation
          Payments, plus any accrued but unearned vacation pay, such vacation
          pay to be paid within thirty (30) days following such termination or
          otherwise in accordance with this Agreement.

     (b)  For purposes of this Agreement, "CAUSE" shall mean the Executive's:
          (i) willful and continued failure to perform substantially the
          Executive's duties with the Company hereunder (other than any such
          failure resulting from incapacity due to physical or mental illness or
          following the Executive's termination of his employment with the
          Company for Good Reason), which continues for at least sixty (60) days
          after a written demand for substantial performance is delivered to the
          Executive by the Board specifically identifying the manner in which
          the Board believes that the Executive has not substantially performed
          the Executive's duties, or (ii) illegal misconduct with regard to the
          Company that results in material damage to the business or reputation
          of the Company. No actions or omissions done or omitted to be done by
          the Executive in good faith shall constitute Cause. The Executive's
          employment shall not be deemed to have been terminated for Cause until
          the Company has delivered to the Executive a copy of a resolution duly
          adopted by the affirmative vote of not less than three-quarters (3/4)
          of all of

                                       5


          the disinterested members of the Board at a meeting of the Board
          called and held for such purpose (after reasonable notice to the
          Executive and an opportunity for the Executive, together with his
          counsel, to be heard by the Board) (or as otherwise required by any
          applicable law, regulation or rule), finding that in the reasonable,
          good faith determination of the Board the Executive was guilty of the
          conduct described in Section 7(b)(i) or (ii), and specifying in detail
          the particulars thereof.

     8.   CONFIDENTIAL INFORMATION; NONCOMPETITION.

     (a)  The Executive shall hold in a fiduciary capacity for the benefit of
          the Company all secret or confidential information, knowledge or data
          relating to the Company or any of its affiliated companies and their
          respective businesses that the Executive obtains or obtained during
          the Executive's employment by the Company or any of their respective
          affiliated companies and their respective businesses that is not
          public knowledge (other than as a result of the Executive's violation
          of this paragraph (a) of Section 8) ("Confidential Information"). The
          Executive shall not communicate, divulge or disseminate Confidential
          Information at any time during or after the Executive's employment
          with the Company, except in the course of the performance of his
          duties hereunder, with the prior written consent of the Company, or as
          otherwise required by applicable law or regulation or the order of a
          court or other governmental body having jurisdiction over such
          matters.

     (b)  During the Noncompetition Period (as defined below), the Executive
          shall not, without the prior written consent of the Board, engage in
          or become associated with a Competitive Activity. For purposes of this
          paragraph (b) of Section 8: (i) the "Noncompetition Period" means the
          period beginning on the date this Agreement is executed and ending on
          the two (2) year anniversary of the Executive's termination of his
          employment or Board service with the Company, whichever occurs last;
          (ii) a "Competitive Activity" means 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; and (iii) the Executive
          shall be considered to have become "associated with a Competitive
          Activity" if he becomes directly or indirectly involved as an owner,
          employee, officer, director, independent contractor, agent, partner,
          advisor, or in any other capacity calling for the rendition of the
          Executive's personal services, with any individual, partnership,
          corporation or other organization that is engaged in a Competitive
          Activity. Notwithstanding the foregoing, the Executive may make and
          retain investments during the Employment Period in not more than one
          percent (1%) of the equity of any entity engaged in a Competitive
          Activity, if such equity is listed on a national securities exchange
          or regularly traded in an over-the-counter market.

     (c)  As additional consideration for the representations and restrictions
          contained in this Section 8, the Company agrees to pay the Executive
          as follows (the "Salary Continuation Payments"): (i) if the
          Executive's termination occurs for any reason other than Cause, the
          sum of $200,000 in equal monthly installments for twenty-four (24)
          months following the date of termination; (ii) if the Executive's

                                        6


          termination occurs for Cause, the sum of $50,000 in equal monthly
          installments for twenty-four (24) months following the Date of
          Termination. In the event Executive breaches Section 8(b) of this
          Agreement at any time during the 24-month period following the date of
          termination, the Company's obligation to continue any Salary
          Continuation Payments shall immediately cease.

     9.   INDEMNIFICATION The Executive shall be indemnified and held harmless
under the Company's bylaws for his lawful activities as an officer and director
of the Company and its affiliates and Executive shall be covered under any
directors and officers liability insurance policy of the Company at the same
level as other officers and directors of the Company.

     10.  NOTICE. All notices and all other communications provided for in this
Agreement shall be in writing and shall be deemed to have been duly given when
delivered or mailed certified or registered mail, return receipt requested,
postage prepaid, and, if to the Executive, addressed to him at care/of Holberg
Industries, Inc., 545 Steamboat Road, Greenwich, Connecticut 06830, and, if to
the Company, addressed to it at Standard Parking Corporation, 900 North Michigan
Avenue, Suite 1600, Chicago, Illinois 60611, Attention: General Counsel, or to
such other address as either party may have furnished to the other in accordance
herewith, except that notice of change of address shall be effective only upon
receipt.

     11.  APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois without reference to rules
relating to conflict of law.

     12.  ADDITIONAL PAYMENT. To the extent that the amount of any payments
under Section 5 of this Agreement, or any other payment in the nature of
compensation (within the meaning of Section 280G(b)(2) of the Internal Revenue
Code of 1986, as amended (the "CODE")), to or for the benefit of the Executive,
whether paid or payable pursuant to this Agreement or otherwise (the
"PAYMENTS"), are subject to the excise tax provisions of Section 4999 of the
Code, the Company shall pay the Executive a tax equalization payment ("TAX
EQUALIZATION PAYMENT") in accordance with this Section 12, in addition to the
payments otherwise payable under Section 5. The Tax Equalization Payment shall
be in an amount that when added to the Payments will place the Executive in the
same after-tax position as if the excise tax penalty of Section 4999 of the
Code, or any successor statute of similar import, did not apply to any of the
Payments. The amount of this Tax Equalization Payment shall be determined by the
Company's independent accountants and shall be remitted to the applicable United
States federal, state and local tax jurisdictions.

     13.  SUCCESSORS; BINDING AGREEMENT. This Agreement shall be binding upon
any successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, and the Company shall require any such successor to expressly assume
and agree in writing to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform it if no such
succession had taken place, or, in the event the Company remains in existence,
the Company shall continue to employ the Executive under the terms hereof. The
Company cannot assign, or delegate its duties under, this Agreement except (i)
pursuant to the immediately preceding sentence, or (ii) to a subsidiary of the
Company, PROVIDED that such subsidiary expressly assumes and agrees in writing
to perform this Agreement and, in such case, the Company's liability to

                                        7


make and provide payments and benefits hereunder shall nevertheless not be
discharged thereby. As used in this Agreement, the "COMPANY" shall mean the
Company and any successor to its business and/or assets, which assumes or is
obligated to perform this Agreement by contract, operation of law or otherwise.
This Agreement shall inure to the benefit of and be enforceable by the Executive
and his personal or legal representatives, executors, estate, trustee,
administrators, successors, heirs, distributees, devisees and legatees. The
Executive may not assign this Agreement or any rights hereunder, or delegate his
duties under this Agreement, without the prior written consent of the Company;
however, in the event of the death of the Executive, all rights to receive
payments hereunder shall become rights of the Executive's devisee, legatee or
other designee or the Executive's estate.

     14.  ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral. No
provision of this Agreement may be modified, amended or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by the
Executive and such officer of the Company as may be specifically designated by
the Company. No waiver by either party to this Agreement at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.

     15.  COUNTERPARTS. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.

     16.  SEVERABILITY. The Company and the Executive agree that the agreements
and provisions contained in this Agreement are severable and divisible, that
each such agreement and provision does not depend upon any other provision or
agreement for its enforceability, and that each such agreement and provision set
forth herein constitutes an enforceable obligation between the parties hereto.
Consequently, the parties hereto agree that neither the invalidity nor the
unenforceability of any provision of this Agreement shall affect the other
provisions, and this Agreement shall remain in full force and effect and be
construed in all respects as if such invalid or unenforceable provision were
omitted.

     17.  SURVIVAL. The Executive's rights hereunder, including his rights to
compensation and benefits, and his obligations under Section 8, shall survive
the termination of this Agreement and the termination of his employment
hereunder.

     18.  HEADINGS. The inclusion of headings in this Agreement is for
convenience of reference only and shall not affect the construction or
interpretation hereof. The words "Section" and "subsection" herein shall refer
to provisions of this Agreement, unless expressly indicated otherwise.

     19.  NO MITIGATION; NO SET-OFF. In the event of any termination of the
Executive's employment, he shall be under no obligation to seek other employment
or take any other action by way of mitigation of the amounts payable, or
benefits provided, to the Executive under any of the provisions of this
Agreement, and there shall be no offset against any amounts or benefits due to
the Executive under this Agreement on account of any remuneration or benefits

                                        8


attributable to any subsequent employment with an unrelated person that the
Executive may obtain.

     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
hereunto executed this Agreement as of the day and year first written above.

                                   STANDARD PARKING CORPORATION

Date:  May 7, 2004                 By:           /s/ James A. Wilhelm
                                      ------------------------------------------
                                   Name:           JAMES A. WILHELM
                                        ----------------------------------------
                                   Title: President and Chief Executive Officer
                                         ---------------------------------------


Date:  May 7, 2004                               /s/ John V. Holten
                                   ---------------------------------------------
                                              JOHN V. HOLTEN



                                    EXHIBIT A

1.   Automobile allowance.



                                    EXHIBIT B

1.   Executive office and personal secretarial assistance in Greenwich,
     Connecticut.

EX-10.23.1

                                                                Exhibit 10.23.1

                             [Letterhead of Holberg]

May 7, 2004

James A. Wilhelm
President, Chief Executive Officer
Standard Parking Corporation
900 North Michigan Avenue
Suite 1600
Chicago, Illinois  60611

Dear Jim,

This letter memorializes our understanding that the Employment Agreement
between Standard Parking Corporation (the "Company") and me, which I executed
May 7, 2004, will become effective upon the first sale of common stock by the
Company to underwriters for the account of the Company pursuant to a
registration statement under the Securities Act of 1933, as amended, filed
with and declared effective by the Securities and Exchange Committee. If no
such sale is completed by July 31, 2004, the Employment Agreement will become
null and void and will not be, nor ever become, effective.

Yours sincerely,

/s/ John V. Holten
- ---------------------
John V. Holten



Accepted and Agreed to
As of May 7, 2004



/s/ James A. Wilhelm
- -----------------------------------------
James A. Wilhelm
on behalf of Standard Parking Corporation



                             [Letterhead of Holberg]

May 7, 2004

James A. Wilhelm
President, Chief Executive Officer
Standard Parking Corporation
900 North Michigan Avenue
Suite 1600
Chicago, Illinois  60611

Dear Jim,

This letter memorializes our agreement that the total expense of my salary,
annual bonus or other bonus, options and equity awards (based upon a
Black-Scholes valuation model), deferred compensation, short-term and
long-term compensation, automobile allowance, secretary and office in
Greenwich, Connecticut and all other benefits and perquisites for 2004, on an
annualized basis, shall be $650,000, and for 2005, shall be $700,000.

Yours sincerely,

/s/ John V. Holten
- ---------------------
John V. Holten



Accepted and Agreed to
As of May 7, 2004



/s/ James A. Wilhelm
- -----------------------------------------
James A. Wilhelm
on behalf of Standard Parking Corporation

EX-10.28

                                                                   EXHIBIT 10.28

                            STOCK PURCHASE AGREEMENT

     This Stock Purchase Agreement ("AGREEMENT") is entered into as of May 10,
2004, by and among Standard Parking Corporation ("SPC"), SP Associates ("SP"),
Waverly Partners, L.P. ("WAVERLY"), the Carol R. Warshauer GST Exempt Trust (the
"TRUST" and together with SP and Waverly, the "SELLERS") and Myron C. Warshauer
("WARSHAUER"), Steamboat Industries LLC ("STEAMBOAT") (for the purposes of
Section 5 and Section 11 only) and John V. Holten ("HOLTEN") (for the purposes
of Section 5 and Section 12 only). The parties to this Agreement are sometimes
referred to herein individually as "PARTY" or collectively as "PARTIES."

                                    RECITALS

     WHEREAS, in September and October, 2001, the Sellers exercised their right
to require SPC to purchase the shares of common stock of SPC (the "STOCK") held
by them pursuant to that certain Stockholders Agreement dated as of March 30,
1998, as amended, by and among SPC, the Sellers and certain other parties
thereto (the "STOCKHOLDERS AGREEMENT"), which purchase was not consummated at
that time for reasons contemplated by Section 6.3 of the Stockholders Agreement.

     WHEREAS, the Parties desire to consummate SPC's purchase of the Stock on
the terms and conditions set forth herein.

     WHEREAS, the Parties desire to enter into certain other transactions as set
forth herein.

     NOW, THEREFORE, in consideration for the mutual agreements set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:

1. PURCHASE OF STOCK. At the Closing (as defined below), SPC agrees to purchase
and acquire, and the Sellers agree to sell and transfer to SPC, the Stock.

2. PAYMENT OF PURCHASE PRICE. The aggregate purchase price for the Stock was
$11,027,162.25 as of March 31, 2004, and interest thereon continues to accrete
until paid at the rate of 11-3/4%, cumulating quarterly (the "PURCHASE PRICE").
The Purchase Price less $5 million shall be paid in cash at the Closing (the
"CLOSING PAYMENT"), and SPC's obligation to pay the remaining $5 million shall
be evidenced by promissory notes in the form of EXHIBIT A attached hereto (each
a "PROMISSORY NOTE") in the aggregate principal amount of $5 million.

3. CLOSING. The closing of the transactions contemplated hereby is conditioned
upon and shall occur simultaneously with the closing of the initial public
offering of SPC's common stock (the "IPO"), at the offices of Sachnoff & Weaver,
Ltd., 30 S. Wacker Dr., 29th Floor, Chicago, IL 60606, or such other place as is
mutually agreeable to the Parties (the "CLOSING").

4. CLOSING DELIVERIES.



     4.1. At the Closing, the Sellers shall deliver to SPC certificates
representing the Stock together with duly signed Assignments Separate from
Certificate with respect thereto.

     4.2. At the Closing, SPC shall deliver to each Seller: (a) such Seller's
Pro Rata Portion of the Closing Payment by certified check or wire transfer, and
(b) a Promissory Note in the principal amount of such Seller's Pro Rata Portion
of $5 million. Each Seller's "PRO RATA PORTION" shall equal a fraction, the
numerator of which is the number of shares of Stock held by such Seller and the
denominator of which is the aggregate number of shares of Stock held by all of
the Sellers.

5. ASSIGNMENT OF PROMISSORY NOTES. At the Closing, SPC's obligations under the
Promissory Notes shall be assumed by Steamboat, which at the time of the Closing
will be SPC's majority owner. Concurrently therewith, the following items shall
be delivered to the Sellers (who shall also sign those documents referred to
below calling for their signatures) and SPC shall be discharged from all
liability under the Promissory Notes:

      (a)   A Pledge and Escrow Agreement, in the form attached hereto as
     EXHIBIT B, whereby Steamboat pledges a number of shares of common stock of
     SPC (the "PLEDGED SHARES") equal to (i) the unpaid principal amount of the
     Promissory Notes plus an amount of interest thereon determined at an
     interest rate of 11.75% per annum (notwithstanding the interest rate set
     forth in the Promissory Notes), cumulated quarterly, divided by (ii) the
     price per share of the common stock of SPC offered to the public in the
     IPO, to secure its obligations under the Promissory Notes, which Pledged
     Shares shall be held by an independent escrow agent ("ESCROW AGENT")
     pursuant to escrow instructions set forth in the Pledge and Escrow
     Agreement. An example for illustrative purposes only of the calculation to
     determine the number of Pledged Shares is attached hereto as SCHEDULE A,
     based on a price per share of common stock of $15 in the IPO;

     (b)    Stock certificates representing the Pledged Shares, and duly signed
     Assignments Separate from Certificate therefore, to be delivered to the
     Escrow Agent;

     (c)    The personal undertaking of Holten, in the form attached hereto as
     EXHIBIT C, guarantying Steamboat's obligations under the Promissory Notes;
     and

     (d)    A written undertaking from Steamboat, in the form attached hereto as
     EXHIBIT D, (i) assuming the obligations of SPC under the Promissory Notes,
     and (ii) agreeing to prepay an aggregate principal amount of $1 million on
     the Promissory Notes, each Seller to receive its Pro Rata Portion thereof,
     in the event that the over-allotment option in the IPO is exercised in full
     (but not otherwise), payable at the closing thereof.

     Sellers hereby agree that upon delivery of the items set forth above, SPC
shall be discharged from any and all obligations under the Promissory Notes and
agree to confirm SPC's discharge in writing.

6. CANCELLATION OF WARSHAUER OPTION AGREEMENT. At the Closing, SPC shall pay to
Warshauer the sum of $300,000 in consideration of Warshauer's cancellation of
that certain

                                        2


Stock Option Agreement, dated as of March 30, 1998, by and between SPC and
Warshauer (the "STOCK OPTION AGREEMENT"). Warshauer hereby agrees that upon
delivery of such payment by check or wire transfer at the Closing, the Stock
Option Agreement shall be cancelled and shall be of no further force or effect.

7. AMENDMENT OF WARSHAUER EMPLOYMENT AGREEMENT AND SHORELINE CONSULTING
AGREEMENT. Effective as of the date of this Agreement: (i) SPC and Warshauer
hereby agree to amend that certain Employment Agreement, dated as of March 30,
1998, by and between SPC and Warshauer, by deleting the last sentence of Section
5(d) thereof in its entirety and replacing it with the following sentence: "In
consideration of the foregoing, Mr. Warshauer is obligated to provide reasonable
consulting services, in such manner and to such extent as determined by him,
through his 75th birthday.", and (ii) SPC hereby agrees to amend that certain
Consulting Agreement, dated as of October 16, 2001, by and between SPC and
Shoreline Enterprises LLC, by deleting the second sentence of Section 1 thereof
in its entirety and replacing it with the following sentence: "The Company shall
be free to determine the extent and manner of services to be provided by MW."

8. REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller hereby represents and
warrants to SPC, severally and not jointly, as follows:

          (a)   SECURITIES OWNERSHIP. Such Seller owns 100% of all right, title
and interest in and to the Stock held by such Seller, free and clear of any and
all security interests, liens, encumbrances, claims, pledges, rights, charges,
escrows, options, rights of first refusal, contracts, commitments,
understandings and obligations of any kind ("RESTRICTIONS"), but subject to the
terms of the Stockholders Agreement. Such Seller has not sold, negotiated,
assigned, pledged, hypothecated or otherwise transferred any of the Stock held
by such Seller or any interest therein. Such Seller has the full right, power
and authority to sell and transfer the Stock held by such Seller pursuant to
this Agreement, to the effect that the Company shall at the Closing be the
lawful record and beneficial owner of such Stock free and clear of any and all
Restrictions.

          (b)   AUTHORITY, NO CONFLICTS. This Agreement has been duly and
validly authorized by all necessary action by such Seller and is a valid and
binding obligation of such Seller, enforceable in accordance with its terms. The
execution and delivery of this Agreement, and consummation of the transactions
contemplated hereby, will not conflict in any way with the terms of, and will
not cause the termination or breach of any agreement, note, bond, mortgage,
indenture, license, lease or other instrument to which such Seller is a party or
by which such Seller is bound or with any applicable law, rule, regulation,
judgment, order or decree of any government, governmental instrumentality or
court to which such Seller is subject. Neither the execution, delivery nor
performance of this Agreement by such Seller requires the consent of any third
party.

9. REPRESENTATIONS AND WARRANTIES OF WARSHAUER. Warshauer hereby represents and
warrants to SPC as follows:

          (a)   AUTHORITY, NO CONFLICTS. This Agreement has been duly and
validly authorized by all necessary action by Warshauer and is a valid and
binding obligation of Warshauer, enforceable in accordance with its terms. The
execution and delivery of this

                                        3


Agreement, and consummation of the transactions contemplated hereby, will not
conflict in any way with the terms of, and will not cause the termination or
breach of any agreement, note, bond, mortgage, indenture, license, lease or
other instrument to which Warshauer is a party or by which Warshauer is bound or
with any applicable law, rule, regulation, judgment, order or decree of any
government, governmental instrumentality or court to which Warshauer is subject.
Neither the execution, delivery nor performance of this Agreement by Warshauer
requires the consent of any third party.

10. REPRESENTATIONS AND WARRANTIES OF SPC. SPC hereby represents and warrants
to the Sellers and Warshauer as follows:

          (a)   AUTHORITY, NO CONFLICTS. This Agreement has been duly and
validly authorized by all necessary corporate action by SPC and is a valid and
binding obligation of SPC, enforceable in accordance with its terms. The
execution and delivery of this Agreement, and consummation of the transactions
contemplated hereby, will not conflict in any way with the terms of, and will
not cause the termination or breach of any agreement, note, bond, mortgage,
indenture, license, lease or other instrument to which SPC is a party or by
which SPC is bound or with any applicable law, rule, regulation, judgment, order
or decree of any government, governmental instrumentality or court to which SPC
is subject. Neither the execution, delivery nor performance of this Agreement by
SPC requires the consent of any third party other than those that shall be
obtained as a condition of the consummation of its initial public offering.

11. REPRESENTATIONS AND WARRANTIES OF STEAMBOAT. Steamboat hereby represents and
warrants to the Sellers and Warshauer as follows:

          (a)   AUTHORITY, NO CONFLICTS. This Agreement has been duly and
validly authorized by all necessary action by Steamboat and is a valid and
binding obligation of Steamboat, enforceable in accordance with its terms. The
execution and delivery of this Agreement, and consummation of the transactions
contemplated hereby, will not conflict in any way with the terms of, and will
not cause the termination or breach of any agreement, note, bond, mortgage,
indenture, license, lease or other instrument to which Steamboat is a party or
by which Steamboat is bound or with any applicable law, rule, regulation,
judgment, order or decree of any government, governmental instrumentality or
court to which Steamboat is subject. Neither the execution, delivery nor
performance of this Agreement by Steamboat requires the consent of any third
party.

12. REPRESENTATIONS AND WARRANTIES OF HOLTEN. Holten hereby represents and
warrants to the Sellers and Warshauer as follows:

          (a)   AUTHORITY, NO CONFLICTS. This Agreement has been duly and
validly authorized by all necessary action by Holten and is a valid and binding
obligation of Holten, enforceable in accordance with its terms. The execution
and delivery of this Agreement, and consummation of the transactions
contemplated hereby, will not conflict in any way with the terms of, and will
not cause the termination or breach of any agreement, note, bond, mortgage,
indenture, license, lease or other instrument to which Holten is a party or by
which Holten is bound or with any applicable law, rule, regulation, judgment,
order or decree of any government, governmental

                                        4


instrumentality or court to which Holten is subject. Neither the execution,
delivery nor performance of this Agreement by Holten requires the consent of any
third party.

13. FURTHER ASSURANCES. Each party shall execute all certificates, instruments
and other documents and take all actions reasonably requested by the other party
to effectuate the purposes of this Agreement and to consummate and evidence the
consummation of the transactions herein provided.

14. CHOICE OF LAW. This Agreement shall be governed and construed by the
internal laws of the State of Illinois, without giving effect to choice of law
principles. The Parties agree that any legal action or proceeding arising out of
or relating to the Agreement shall be instituted in a court located in Chicago,
Illinois. The Parties irrevocably and unconditionally agree to submit to the
jurisdiction of such court in any such action or proceeding and expressly waive
any objection relating to the basis for personal or in rem jurisdiction or to
venue which they now or hereafter have in any such action or proceeding.

15. ENTIRE AGREEMENT. This Agreement and the other agreements contemplated
hereby or attached hereto constitute the entire agreement and understanding
between the Parties concerning the subject matter herein and supersedes all
previous agreements or understandings, whether written or oral, relating to the
subject matter herein. Each Party further represents and warrants that all
representations made by any Party as an inducement to cause any other Party to
enter into this Agreement are contained in this Agreement.

16. COUNTERPARTS; FAX. This Agreement may be executed in one or more
counterparts, each of which shall be an original, but all of which together
shall constitute but one agreement. The delivery by fax of a signed counterpart
shall suffice as effective delivery.

17. EXPENSES. SPC shall reimburse Sellers and Warshauer for their respective
legal, accounting and other costs and expenses incurred in connection with this
Agreement and the transactions contemplated by this Agreement.

18. SUCCESSORS AND SEVERABILITY. This Agreement shall be binding upon and inure
to the benefit of the successors, heirs and assigns of each Party. If any
provision hereof is held to be prohibited by or invalid under applicable law,
such provision shall be ineffective only to the extent of such prohibition or
invalidity and shall not be deemed to invalidate the remainder of such provision
or the remaining provisions hereof.

19. AGREEMENT CONDITIONED UPON OCCURRENCE OF IPO Anything contained herein to
the contrary notwithstanding, the respective obligation of the Parties hereto
are expressly conditioned upon the consummation of the IPO on or prior to May 1,
2005, and if the IPO has not occurred by that date, this Agreement shall
terminate and be null and void; PROVIDED, HOWEVER that Sections 7 and 17 are not
conditioned upon the consummation of the IPO on or prior to May 1, 2005, and
shall survive the termination of this Agreement.

                                    * * * * *

                                        5


     IN WITNESS WHEREOF, each Party has signed this Agreement as of May 10,
2004:

STANDARD PARKING CORPORATION

By:
   ---------------------------------
   Name:
         -------------------------------
   Title:
          ------------------------------

                                                     
SP ASSOCIATES                                           WAVERLY PARTNERS, L.P.

By: SP Managers, L.P., Managing Partner
    By: Standard Managers, Inc., General Partner

By:    /s/ Patrick Meara                                By:   /s/ Myron C. Warshauer
   -------------------------------------                   ---------------------------------
   Name:  Patrick Meara                                       Name:  Myron C. Warshauer
   Title: Vice President                                      Title: General Partner

CAROL R. WARSHAUER GST EXEMPT TRUST


By:   /s/ Myron C. Warshauer                                  /s/ Myron C. Warshauer
   -------------------------------------                ------------------------------------
   Name:  Myron C. Warshauer                                  MYRON C. WARSHAUER
   Title: Trustee



For purposes of Section 5 and Section 11 only:

STEAMBOAT INDUSTRIES LLC


By:
   ---------------------------------
   Name:
         -------------------------------
   Title:
          ------------------------------

For purposes of Section 5 and Section 12 only:


         /s/ John V. Holten
- ---------------------------------------------
         JOHN V. HOLTEN

                                        6


                                   Schedule A



                                                                                               Principal Amount
                                                                                          Outstanding After Accrual
Interest Payment Date    Principal Amount Outstanding    Interest at 11.75% per annum           Of Interest
                                                                                       
         1                        $ 5,000,000                      $ 146,875                    $ 5,146,875
         2                        $ 5,146,875                      $ 151,189                    $ 5,298,064
         3                        $ 5,298,064                      $ 155,631                    $ 5,453,695
         4                        $ 5,453,695                      $ 160,202                    $ 5,613,897
         5                        $ 5,613,897                      $ 164,908                    $ 5,778,806
         6                        $ 5,778,806                      $ 169,752                    $ 5,948,558
         7                        $ 5,948,558                      $ 174,739                    $ 6,123,297
         8                        $ 6,123,297                      $ 179,872                    $ 6,303,169

                         Assumed IPO Price                                                                  $   15.00
                         Total shares for principal                                                           333,333
                         Shares for unpaid interest                                                            86,878
                         Total Shares Pledged                                                                 420,211


                                        1


                                    EXHIBIT A

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD,
     ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN
     COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH
     ACT OR SUCH LAWS.

                                   ----------

                          STANDARD PARKING CORPORATION

                               5% PROMISSORY NOTE
                             DUE _________ __, 2006

_______ __, 2004
$[_____________]

     STANDARD PARKING CORPORATION, a Delaware corporation (the "ISSUER"), for
value received, hereby promises (i) to pay to the Holder (as defined below) on
the Final Maturity Date (as defined below) the principal amount of
_______________ Dollars ($___________), as such principal amount is increased
pursuant to SECTION 2.3(c), plus any accrued and unpaid interest (or such other
amounts as provided herein), in such coin or currency of the United States of
America as at the time of payment shall be legal tender for public and private
debts, at the principal office of the Issuer, and (ii) to pay, subject to
SECTION 2.3(c), on March 31, June 30, September 30 and December 31 of each year
(each, an "INTEREST PAYMENT DATE") interest (computed on the basis of a 360-day
year) at said office, in like coin or currency, on the unpaid portion of said
principal amount, such payments (each, an "INTEREST PAYMENT") to commence on
[__________ __], 2004, at a fixed rate equal to 5% per annum (the "NOTE INTEREST
RATE"), subject to SECTION 5.3 hereof. If the Issuer does not pay on such
Interest Payment Date the corresponding Interest Payment or a portion thereof,
the principal amount outstanding hereunder shall be increased pursuant to
SECTION 2.3(c). The Issuer may prepay the unpaid principal balance of this Note
and interest accrued thereon at any time, in whole or in part, without premium
or penalty.

                                    ARTICLE 1

                                   DEFINITIONS

DEFINITIONS. The terms defined in this Article whenever used in this Note shall
have the respective meanings hereinafter specified.

"AFFILIATE" or "AFFILIATES" means, with respect to any specified Person, any
other Person that, directly or indirectly, through one or more intermediaries,
controls, or is controlled by, or is under common control with the Person
specified. For purposes of this definition, control of a Person means the power,
direct or indirect, to direct or cause the direction of the management and
policies of such Person whether by contract or otherwise.

                                        1


"BUSINESS DAY" means each day other than a Saturday, Sunday, or any day on which
banking institutions in the State of New York or Illinois are authorized or
obligated by law or executive order to be closed.

"DEFAULT INTEREST RATE" shall be equal to the Note Interest Rate plus 2% per
annum.

"EVENT OF DEFAULT" shall have the meaning specified in SECTION 5.1.

"FINAL MATURITY DATE" shall mean the date that is two years after the date of
this Note.

"HOLDER" or "HOLDERS" means ___________or any other Person who shall become a
holder of this Note as provided in SECTION 2 hereof.

"INTEREST PAYMENT" shall have the meaning specified in the introductory
paragraph to this Note.

"INTEREST PAYMENT DATE" shall have the meaning specified in the introductory
paragraph to this Note.

"ISSUER" means Standard Parking Corporation, a Delaware corporation.

"MAXIMUM RATE" shall have the meaning specified in SECTION 5.3(b).

"NOTE" means this Note.

"NOTE INTEREST RATE" shall have the meaning specified in the introductory
paragraph to this Note.

"PERSON" means an individual, a limited liability company, a joint stock
company, a corporation, a partnership, an association, a trust, joint venture,
an unincorporated organization, any government, governmental department or
agency or political subdivision thereof or any other entity.

"SECURITIES ACT" means the Securities Act of 1933, as amended, or any successor
federal statute, and the rules and regulations thereunder, all as the same shall
be in effect at the time.

                                    ARTICLE 2

                    EXCHANGES AND TRANSFER; INTEREST PAYMENTS

     SECTION 2.1.    LOSS, THEFT, DESTRUCTION OF NOTE. Upon receipt of evidence
satisfactory to the Issuer of the loss, theft, destruction, or mutilation of the
Note and, in the case of any such loss, theft, or destruction, upon receipt of
indemnity or security reasonably satisfactory to the Issuer or, in the case of
any such mutilation, upon surrender and cancellation of the Note, the Issuer
will make and deliver, in lieu of such lost, stolen, destroyed, or mutilated
Note, a new Note of like tenor and unpaid principal amount dated as of the date
hereof. The Note shall be held and owned upon the express condition that the
provisions of this SECTION 2.1 are exclusive with respect to the replacement of
a mutilated, destroyed, lost, or stolen Note and shall preclude any and all
other rights and remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without their surrender.

                                        2


     SECTION 2.2.    WHO DEEMED ABSOLUTE OWNER. The Issuer may deem the Person
or Persons in whose name the Note or Notes shall be registered upon the registry
books of the Issuer to be, and may treat such Person or Persons as, the absolute
owner or owners of the Note or Notes (whether or not the Notes shall be
overdue), as the case may be, for the purpose of receiving payment of or on
account of the principal of the Note or Notes, as the case may be, and for all
other purposes, and the Issuer shall not be affected by any notice to the
contrary. All such payments shall be valid and effectual to satisfy and
discharge the liability upon the Note or Notes, as the case may be, to the
extent of the sum or sums so paid.

     SECTION 2.3.    INTEREST PAYMENTS.

          (a)   The Issuer shall pay interest at a fixed rate equal to the Note
Interest Rate, subject to SECTION 5.3 hereof, on each Interest Payment Date,
prorated on a daily basis for partial periods and computed on the basis of a
360-day year of twelve 30-day months and for any period shorter than a full
period for which interest is computed, the amount of interest payable will be
computed on the basis of the actual number of days elapsed in such 30-day month,
at the principal office of the Issuer in such coin or currency of the United
States of America as at the time of payment shall be legal tender for public and
private debts, on the unpaid portion of any principal amount plus any interest
due and owing but not paid on any prior Interest Payment Date. Interest payments
shall commence on [__________ __], 2004.

          (b)   The Issuer shall pay quarterly on the Interest Payment Date an
amount equal to the interest due and payable to the Holder on the Interest
Payment Date, as well as any accrued and unpaid interest from prior Interest
Payment Dates.

          (c)   Notwithstanding the foregoing, if the Issuer does not pay on an
Interest Payment Date the corresponding Interest Payment or a portion thereof in
cash, the principal amount of this Note shall be increased by an amount equal to
2.9375% of the then-outstanding principal amount (less the portion of the
Interest Payment paid, if any, in cash) in lieu of and in satisfaction of the
payment of such Interest Payment.

                                    ARTICLE 3

                        STATUS; RESTRICTIONS ON TRANSFER

     SECTION 3.1.    STATUS. Subject to SECTION 3.2 below, this Note is a
direct, general and unconditional obligation of the Issuer, and constitutes a
valid and legally binding obligation of the Issuer, enforceable in accordance
with its terms subject, as to enforcement, to bankruptcy, insolvency,
reorganization, and other similar laws of general applicability relating to or
affecting creditors' rights and to general principals of equity. The Issuer
agrees that it will not, without the prior written consent of the Holder, take
any action, nor fail to take any action, which would in any manner adversely
affect the rights of the Holder pursuant to this Note or subject the Holder to
any liability.

     SECTION 3.2.    RESTRICTIONS ON TRANSFER. This Note has not been and will
not be registered under the Securities Act. This Note may not be offered, sold
or transferred, directly or indirectly, except to a party directly or indirectly
related to the Holder.

                                        3


                                    ARTICLE 4

                                    COVENANTS

The Issuer covenants and agrees that so long as this Note shall be outstanding:

     SECTION 4.1.    PAYMENT OF NOTE. The Issuer will punctually, according to
the terms hereof, (a) pay or cause to be paid all amounts due under this Note
and (b) subject to SECTION 2.3(c), pay any interest due (including accrued
interest).

     SECTION 4.2.    NOTICE OF DEFAULT. If any one or more events occur which
constitute or which, with the giving of notice or the lapse of time or both,
would constitute an Event of Default or if the Holder shall demand payment or
take any other action permitted upon the occurrence of any such Event of
Default, the Issuer will forthwith give notice to the Holder, specifying the
nature and status of the Event of Default or other event or of such demand or
action, as the case may be.

                                    ARTICLE 5

                                    REMEDIES

     SECTION 5.1.    EVENTS OF DEFAULT. "EVENT OF DEFAULT" wherever used herein
means any one of the following events:

          (a)   default in the due and punctual payment of the principal of, or
any other amount owing in respect of (other than to the extent that interest may
be accrued in accordance with SECTION 2.3(c)), this Note when and as the same
shall become due and payable, and continuance of such default for a period of 30
days after notice thereof;

          (b)   default in the performance or observance of any covenant or
agreement of the Issuer in this Note (other than a covenant or agreement, a
default in the performance of which is specifically provided for elsewhere in
this SECTION 5.1), and the continuance of such default for a period of 30 days
after there has been given to the Issuer a written notice specifying such
default and requiring it to be remedied;

          (c)   the entry of a decree or order by a court having jurisdiction in
the premises adjudging the Issuer as bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Issuer under the Federal Bankruptcy Code or
any other applicable federal or state law, or appointing a receiver, liquidator,
assignee, trustee or sequestrator (or other similar official) of the Issuer or
of any substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 30 calendar days; or

          (d)   the institution by the Issuer (unless consented to by the
Holder) of proceedings to be adjudicated as bankrupt or insolvent, or the
consent by it to the institution of bankruptcy or insolvency proceedings against
it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under the Federal Bankruptcy Code or any other
applicable federal or state law, or the consent by it to the filing of any such
petition or to the appointment of a receiver, liquidator, assignee, trustee or
sequestrator (or other similar official) of the Issuer or of any substantial
part of its property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability

                                        4


to pay its debts generally as they become due, or the taking of trust action by
the Issuer in furtherance of any such action.

     SECTION 5.2.    EFFECTS OF DEFAULT. If an Event of Default occurs and is
continuing, then and in every such case the Holder may declare the principal and
interest on this Note to be due and payable immediately, by a notice in writing
to the Issuer, and upon any such declaration, the Issuer shall pay to the Holder
the outstanding principal amount of the Note plus all accrued and unpaid
interest through the date the Note is paid in full.

     SECTION 5.3.    DEFAULT INTEREST RATE.

          (a)   If any portion of the principal and interest of this Note shall
not be paid at the Final Maturity Date (or earlier if accelerated pursuant to
SECTION 5.2) such principal of and interest on this Note which is due and owing
but not paid shall, without limiting the Holder's right under this Note, bear
interest at the Default Interest Rate until paid in full.

          (b)   Notwithstanding anything herein to the contrary, if at any time
the applicable interest rate as provided for herein shall exceed the maximum
lawful rate at which interest may be contracted for, charged, taken or received
by the Holder in accordance with the applicable laws of the State of Illinois
(the "MAXIMUM RATE"), the rate of interest applicable to this Note shall be
limited to the Maximum Rate.

     SECTION 5.4.    REMEDIES NOT WAIVED. No course of dealing between the
Issuer and the Holder or any delay in exercising any rights hereunder shall
operate as a waiver by the Holder.

                                    ARTICLE 6

                                  MISCELLANEOUS

     SECTION 6.1.    WITHHOLDING. To the extent required by applicable law, the
Issuer may withhold amounts for or on account of any taxes imposed or levied by
or on behalf of any taxing authority in the United States having jurisdiction
over the Issuer from any payments made pursuant to this Note.

     SECTION 6.2.    EXPENSES. The Issuer agrees to pay all reasonable costs
incurred by the Holder in collecting, or attempting to collect payments of
principal, interest and or other amounts due under this Note, including
reasonable attorney's fees, whether or not involving litigation and/or
appellate, administrative or bankruptcy proceedings.

     SECTION 6.3.    GOVERNING LAW. THIS NOTE SHALL BE GOVERNED AND CONSTRUED BY
THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO CHOICE OF
LAW PRINCIPLES. THE PARTIES AGREE THAT ANY LEGAL ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THE AGREEMENT SHALL BE INSTITUTED IN THE COURTS OF THE
STATE OF ILLINOIS, COUNTY OF COOK. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY
AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS IN ANY SUCH ACTION OR
PROCEEDING AND EXPRESSLY WAIVE ANY OBJECTION RELATING TO THE BASIS FOR PERSONAL
OR IN REM JURISDICTION OR TO VENUE WHICH THEY NOW OR HEREAFTER HAVE IN ANY SUCH
ACTION OR PROCEEDING.

                                        5


     SECTION 6.4.    HEADINGS. The headings of the Articles and Sections of this
Note are inserted for convenience only and do not constitute a part of this
Note.

     SECTION 6.5.    AMENDMENTS. Any provision of this Note may be amended,
modified, or waived if and only if the Holder has consented in writing to such
amendment, modification or waiver.

                            [SIGNATURE PAGE FOLLOWS.]

                                        6


IN WITNESS WHEREOF, the Issuer has caused this Note to be signed by its duly
authorized officer under its corporate seal, attested by its duly authorized
officer, on the date of this Note.

                              STANDARD PARKING CORPORATION


                              By:
                                 ----------------------------------------
     Name:
                                             Title:


ATTEST:


By:
   --------------------------
     Name:
       Title:
  [Corporate Seal]

                                        7


                              EXHIBIT A TO THE NOTE
                           [FORM OF NOTICE OF ACCRUAL]

TO ________________:

Standard Parking Corporation, the issuer of the Note, dated as of May __, 2004,
(the "NOTE") hereby exercises its option not to make an interest payment (or
portion thereof) on _______, 200_, in accordance with the terms of the Note, and
hereby notifies the Holder that $____________, representing the interest payable
on such date (or portion thereof, if a partial interest payment has been made),
shall remain accrued and unpaid for purposes of this Note.


Dated:


                                         STANDARD PARKING CORPORATION


                                         By:
                                            -------------------------
     Name:
                                                 Title:


  Please print name and address:
  (including zip code number)

                                        1


                                    EXHIBIT B

                           PLEDGE AND ESCROW AGREEMENT

     THIS PLEDGE AND ESCROW AGREEMENT (the "Pledge and Escrow Agreement") is
made as of this ____ day of May, 2004, by and among [__________], as escrow
agent ("Escrowee"), Steamboat Industries LLC ("Steamboat"), SP Associates
("SP"), Waverly Partners, L.P. ("Waverly"), the Carol R. Warshauer GST Exempt
Trust (the "Trust" and together with SP and Waverly, the "Sellers").

     WHEREAS, Steamboat, Standard Parking Corporation ("SPC"), John V. Holten
("Holten") and the Sellers, entered into that certain Stock Purchase Agreement
as of May __, 2004 (the "Agreement") and SPC delivered certain 5% promissory
notes payable by SPC to the Sellers (the "Notes");

     WHEREAS, pursuant to the Agreement, Steamboat assumed all of SPC's
liabilities under the Notes and Holten has guaranteed Steamboat's obligations
under the Notes;

     WHEREAS, Steamboat is required under the terms of the Agreement to deposit
with the Escrowee certain shares of common stock of SPC as security to ensure
payment of the Notes.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     1.   DEFINITIONS. The following terms when used in this Pledge and Escrow
Agreement shall have the following meanings:

       "COLLATERAL" shall mean the (i) Pledged Stock, (ii) Certificates
       representing the Pledge Stock and (iii) Stock Powers.

       "DEFAULT" means the occurrence of any one or more of the "Events of
       Default" as that term is defined in the Notes.

       "OBLIGATIONS" means all amounts which may become due to the Sellers under
       the Notes.

       "PLEDGED STOCK" means the [_________] shares of common stock of SPC
       required to be pledged under the Agreement.

       2.   PLEDGE.

     2.1. GRANT. To secure the timely payment of the Obligations, Steamboat
hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto
the Sellers and hereby grants to Sellers a security interest in the Collateral.
The Escrowee shall hold the Collateral, together with all rights, titles,
interests, privileges and preferences pertaining or incidental thereto,

                                        1


pursuant to the terms of this Pledge and Escrow Agreement. The Pledged Stock has
been delivered to Escrowee to be held by Escrowee on behalf of the Sellers
pursuant to the terms of this Pledge and Escrow Agreement.

     2.2. RELEASE OF SECURITY INTEREST AND PLEDGE. After the Notes have been
paid and subsequent to receipt of written acknowledgment from each of the
Sellers that such payment has been made, which written acknowledgement shall be
delivered by Sellers to Escrowee upon receipt of payment of the Notes, the
security interest and pledge shall cease and terminate and any Pledged Stock not
yet returned to Steamboat shall be returned forthwith.

     2.3. RIGHTS UPON NOTICE OF DEFAULT.

             (a)     In the event Escrowee receives written notice from the
Sellers that a Default exists with respect to any of the Obligations ("Default
Notice"), and that the Sellers have elected to foreclose upon the Pledged Stock,
Escrowee shall promptly give written notice to Steamboat of such alleged Default
and of the exercise of such election. If Escrowee has not received from
Steamboat, within twenty (20) days after the date of such notice from Escrowee,
a sworn statement that there has not been a Default, Escrowee shall deliver the
Pledged Stock to the Sellers and, upon delivery, Escrowee's responsibilities and
obligations hereunder shall terminate.

             (b)     Notwithstanding anything herein to the contrary, the
parties hereto agree that Sellers shall not be entitled to exercise its rights
under this Section 2.3 prior to the date that is two years after the date of
this Agreement (the "TWO YEAR ANNIVERSARY DATE"). Sellers shall not deliver a
Default Notice prior to the Two Year Anniversary Date, and Escrowee shall
disregard any Default Notice received prior to the Two Year Anniversary Date.
For the avoidance of doubt, unless the Sellers have foreclosed on the Pledged
Stock pursuant to Section 2.3 of this Agreement, the Sellers will not have the
power to vote or direct the vote of the Pledged Stock, nor will the Sellers have
the power to dispose or direct the disposition of the Pledged Stock prior to the
Two Year Anniversary Date.

             (c)     Upon receipt of the Pledged Stock from Escrowee, the
secured party may exercise all rights and remedies of a secured party under the
Uniform Commercial Code of Illinois and otherwise, including, without
limitation, the right to foreclose the security interest granted herein by any
available judicial or other procedure and to take possession of the Pledged
Stock; and proceed to protect and enforce his rights or remedies either by suit
in equity or by action at law, or both.

     2.4. SALE PROCEEDS. The proceeds of the sale or disposition, if any, of the
Pledged Stock or any portion thereof, shall be applied in the following order:
(i) to the payment of reasonable legal fees and costs in connection with said
foreclosure and collection of amounts due from Steamboat under the Notes; (ii)
to the payment of the Obligations; and (iii) to Steamboat if any proceeds remain
after payment of the Obligations.

     3.   LIABILITY OF ESCROWEE. Escrowee shall not be liable for any action
taken by it in good faith in connection with the performance of its duties
hereunder. Escrowee may accept as

                                        2


duly executed any document or instrument required under or contemplated by this
Pledge and Escrow Agreement which purports to be executed by the proper person
or persons and is believed by Escrowee, in the exercise of ordinary care, to be
genuine and regular, provided that Escrowee first notifies the parties to this
Stock and Pledge Agreement that the Escrowee intends to exercise its duties
enumerated herein. Escrowee shall be indemnified, jointly and severally, by the
other parties hereto (or their successors), against any claims, damages or
expenses (including reasonable attorney's fees) it may incur in connection with
or by virtue of its acting in good faith in carrying out the provisions of this
Pledge and Escrow Agreement.

     4.   SUCCESSORS AND ASSIGNS; AMENDMENTS. This Pledge and Escrow Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors, representatives and assigns, and may be amended or
modified only by a written instrument executed by each of the parties hereto.

       5.   REPRESENTATIONS, WARRANTIES AND COVENANTS

     5.1. STOCK OWNERSHIP. Steamboat represents and warrants to the Sellers that
Steamboat is the lawful owner of the Collateral, free of all claims and liens,
other than the security interest hereunder with full right to deliver, pledge,
assign and transfer the Collateral to the Sellers as Collateral hereunder.

     5.2. NO BREACH. Steamboat represents and warrants to the Sellers that (i)
the execution and delivery of this Pledge and Escrow Agreement and the
performance by Steamboat of its obligations hereunder are within Steamboat's
powers, and do not and will not contravene or conflict with any agreement
binding upon Steamboat, and (ii) this Pledge and Escrow Agreement is the legal,
valid and binding obligation of Steamboat enforceable against Steamboat in
accordance with its terms.

     5.3. COVENANTS. So long as any of the Obligations remain outstanding,
Steamboat will, unless the Sellers shall otherwise consent in writing:

            (i)    promptly deliver to the Escrowee from time to time upon
     request of the Sellers such Stock Powers and other documents, satisfactory
     in form and substance to the Sellers, with respect to the Collateral as the
     Sellers may reasonably request to preserve and protect, and to enable the
     Sellers to enforce, their rights and remedies hereunder;

            (ii)   not sell, assign, exchange or otherwise transfer any of its
     rights to any of the Collateral;

            (iii)  not create or suffer to exist any lien, security interest or
     other charge or encumbrance against, in or with respect to, any of the
     Collateral except for the pledge hereunder and the security interest and
     other rights created hereby;

            (iv)   not make or consent to any amendment or other modification or
     waiver with respect to any of the Collateral or enter into any agreement or
     permit to exist any restriction with respect to any of the Collateral other
     than pursuant hereto; and

                                        3


            (v)    not take or fail to take any action which would in any manner
     impair the enforceability of the Sellers's security interest and other
     rights in any of the Collateral.

     6.   RESIGNATION. Escrowee may at any time resign by giving written notice
to the other parties hereto. Within ten days after Escrowee's notice of
resignation has been given, Steamboat shall, by notice given to Escrowee and the
other parties hereto, appoint a successor escrowee, which is a bank or licensed
trust company, with one or more offices in Cook County, Illinois, to act
hereunder, upon which notice, and delivery by Escrowee to the successor of all
items then held, the then acting Escrowee shall be relieved from all further
duties hereunder and the successor escrowee shall have, upon acceptance of its
appointment and receipt of all escrow items, all of the duties, rights and
obligations of the former Escrowee but only to the extent that they arise
subsequent to such acceptance.

     7.   REPLACEMENT OF ESCROWEE. In the event the Escrowee gives written
notice of its resignation and Steamboat does not give written notice to the
resigning Escrowee of the successor appointed within the ten-day period referred
to above, then the Sellers shall designate the Successor Escrowee. In the event
the Sellers do not give written notice of the Successor Escrowee within ten days
following the end of the ten-day period referred to above; the resigning
Escrowee shall be entitled to either (i) deliver all items then held to a bank
or trust company successor designated by the resigning Escrowee in a written
notice to the other parties hereto, after twenty days has expired from the date
of such notice of resignation without notice to the resigning Escrowee of the
appointment of a successor, or (ii) continue to act as Escrowee until a
successor is appointed.

       8.   GENERAL PROVISIONS.

     8.1. ENTIRE AGREEMENT. The Agreement and this Pledge and Escrow Agreement
represent the entire agreement between the parties with respect to the subject
matter hereof and supersede all prior agreements with respect to the subject
matter hereof.

     8.2. GOVERNING LAW. This Pledge and Escrow Agreement shall be governed and
construed by the internal laws of the State of Illinois, without giving effect
to choice of law principles. The parties hereto agree that any legal action or
proceeding arising out of or relating to this Pledge and Escrow Agreement shall
be instituted in the courts of the State of Illinois, County of Cook. The
parties hereto irrevocably and unconditionally agree to submit to the
jurisdiction of such courts in any such action or proceeding and expressly waive
any objection relating to the basis for personal or in rem jurisdiction or to
venue which they now or hereafter have in any such action or proceeding.

     8.3. WAIVER. A waiver of one of the provisions of this Pledge and Escrow
Agreement shall not affect any of the other provisions of this Pledge and Escrow
Agreement, such that the remaining provisions will remain in full force and
effect. The failure of any party to enforce any of the provisions of this Pledge
and Escrow Agreement shall not be deemed a waiver thereof. No provisions of this
Pledge and Escrow Agreement shall be deemed to have been waived unless it shall
be in writing and signed by the waiving party. A waiver in writing at any time
of any of the terms and conditions of this Pledge and Escrow Agreement shall not
be considered a

                                        4


modification, cancellation or waiver of such terms or conditions as to
subsequent events unless otherwise expressly provided.

     8.4. NOTICES. Each notice, consent, request or other communication required
or permitted by this Pledge and Escrow Agreement shall be in writing and shall
be deemed "given" to a party on the first to occur of any of the following: (i)
when delivered by hand to such party, (ii) on the third business day after
deposit in the U.S. Mail, postage prepaid and certified, addressed to the party
to whom it is to be given at the address set forth below beneath the signature
of the party to whom it is to be given, or (iii) on the first Business Day after
proper and timely deposit, charges prepaid, for next day delivery, with a
nationally recognized delivery service providing next day service to the
location of the recipient, addressed to the party to whom it is to be given at
the address set forth below beneath the signature of the party to whom it is to
be given. Copies of any notices sent to Steamboat shall be sent to
[____________] and copies of any notices sent to the Sellers shall be sent to
[____________]. Any person at any time may change the address at which he, she
or it is to be given notice by giving notice to the other parties hereto in the
foregoing manner. "Business Day" shall mean any date other than a Saturday or
Sunday. Copies of any notices sent to the then acting Escrowee shall be sent to
the other parties.

     8.5. SEVERABILITY. Each section, clause, subclause, provision or part of
this Pledge and Escrow Agreement shall be severable from each other, and, if for
any reason any section, clause, subclause or provision or part is invalid or
unenforceable, such invalidity or unenforceability shall not prejudice or in any
way affect the validity or enforceability of any other section, clause,
subclause, provision or part hereof.

     8.6. HEADINGS. The section headings and subtitles used in this Escrow
Agreement are used for purposes of convenience only and are not to be considered
in construing or interpreting this Pledge and Escrow Agreement.

     8.7. COUNTERPARTS. This Pledge and Escrow Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

     8.8. GENDER. Wherever in this Pledge and Escrow Agreement the masculine,
feminine or neuter gender is used, such usage shall be deemed to include all
other genders as well, and singular usage shall include plural usage, and visa
versa, all as the context shall require.

                       THE NEXT PAGE IS THE SIGNATURE PAGE

                                        5


IN WITNESS WHEREOF, each party has signed this Pledge and Escrow Agreement as of
May ___, 2004:

STEAMBOAT INDUSTRIES LLC


By:
   ---------------------------------
   Name:
          ------------------------------
   Title:
          ------------------------------

SP ASSOCIATES


By:
   ----------------------------------------------
   Name:
          ---------------------------------------
   Title:
          ---------------------------------------

WAVERLY PARTNERS, L.P.


By:
   -------------------------------------
   Name:  Myron C. Warshauer
   Title: General Partner

CAROL R. WARSHAUER GST EXEMPT TRUST


By:
   -----------------------------------------
   Name:  Myron C. Warshauer
   Title: Trustee

[ESCROWEE]

By:
   ---------------------------------
   Name:
          ------------------------------
   Title:
          ------------------------------

                                        6


                                    EXHIBIT C

                                    GUARANTY

     FOR VALUE RECEIVED and in consideration of the holders ("Holders") of 5%
promissory notes due ________ __, 2006 (the "Notes") issued by Standard Parking
Corporation, a Delaware corporation (the "Company"), consenting to the
assumption of the Company's liabilities under the Notes by Steamboat Industries
LLC ("Steamboat") and the discharge of all liabilities of the Company under the
Notes, the undersigned hereby unconditionally guarantees the full and prompt
payment when due, whether by acceleration or otherwise, and at all times
thereafter, of all obligations of Steamboat to the Holders under the Notes,
howsoever created, arising or evidenced, whether direct or indirect, absolute or
contingent, now or hereafter existing, or due or to become due (all such
obligations being hereinafter collectively called "Liabilities"), and the
undersigned further agrees to pay all reasonable out-of-pocket expenses
(including reasonable attorneys' fees and legal expenses) paid or incurred by
the Holders in endeavoring to collect the Liabilities, or any part thereof, and
in enforcing this guaranty.

     The undersigned agrees that, in the event of (a) the occurrence of an Event
of Default under the Notes, or (b) the death or incompetency of the undersigned,
if the executor or other representative of the undersigned's estate (the
"Estate") does not assume or reaffirm in writing the Estate's liability under
this guaranty within ninety (90) days after the Holders give written notice to
the Estate requesting its election whether or not to assume or reaffirm its
liability under this guaranty, and if such event shall occur at a time when any
of the Liabilities may not then be due and payable, the undersigned will pay to
the Holders forthwith the full amount which would be payable hereunder by the
undersigned if all Liabilities were then due and payable.

     This guaranty shall in all respects be a continuing, absolute and
unconditional guaranty, and shall remain in full force and effect
(notwithstanding, without limitation, the death or incompetency of the
undersigned) until such time as all Liabilities have been paid in full.

     The undersigned agrees that if at any time all or any part of any payment
theretofore applied by the Holders to any of the Liabilities is or must be
rescinded or returned by the Holders for any reason whatsoever (including,
without limitation, the insolvency, Bankruptcy or reorganization of Steamboat),
such Liabilities shall, for the purposes of this guaranty, to the extent that
such payment is or must be rescinded or returned, be deemed to have continued in
existence, notwithstanding such application by the Holders, and this guaranty
shall continue to be effective or be reinstated, as the case may be, as to such
Liabilities, all as though such application by the Holders had not been made.

     The Holders may, from time to time, at their sole discretion and without
notice to the undersigned, take any or all of the following actions: (a) retain
or obtain a security interest in any property to secure any of the Liabilities
or any obligation hereunder, (b) retain or obtain the primary or secondary
obligation of any obligor or obligors, in addition to the undersigned, with
respect to any of the Liabilities, (c) extend or renew for one or more periods
(whether or not

                                        1


longer than the original period), alter or exchange any of the Liabilities, or
release or compromise any obligation of the undersigned hereunder or any
obligation of any nature of any other obligor with respect to any of the
Liabilities, (d) release its security interest in, or surrender, release or
permit any substitution or exchange for, all or any part of any property
securing any of the Liabilities or any obligation hereunder, or extend or renew
for one or more periods (whether or not longer than the original period) or
release, compromise, alter or exchange any obligations of any nature of any
obligor with respect to any such property, and (e) resort to the undersigned for
payment of any of the Liabilities, whether or not the Holders (i) shall have
resorted to any property securing any of the Liabilities or any obligation
hereunder or (ii) shall have proceeded against any other obligor primarily or
secondarily obligated with respect to any of the Liabilities (all of the actions
referred to in preceding clauses (i) and (ii) being hereby expressly waived by
the undersigned).

     Any amount received by the Holders from whatsoever source on account of the
Liabilities may be applied by it toward the payment of such of the Liabilities,
and in such order of application, as the Holders may from time to time elect.

     The undersigned hereby expressly waives: (a) notice of the acceptance by
the Holders of this guaranty, (b) notice of the existence or creation or
non-payment of all or any of the Liabilities, (c) presentment, demand, notice of
dishonor, protest and all other notices whatsoever and (d) all diligence in
collection or protection of or realization upon the Liabilities or any thereof,
any obligation hereunder, or any security for or guaranty of any of the
foregoing.

     Notwithstanding any payment made by or for the account of the undersigned
pursuant to this guaranty, the undersigned shall not be subrogated to any right
of the Holders until such time as the Holders shall have received final payment
in cash of the full amount of all Liabilities.

     The Holders may, from time to time, without notice to the undersigned,
assign or transfer any or all of the Liabilities or any interest therein; and,
notwithstanding any such assignment or transfer or any subsequent assignment or
transfer thereof, such Liabilities shall be and remain Liabilities for the
purposes of this guaranty, and each and every immediate and successive assignee
or transferee of any of the Liabilities or of any interest therein shall, to the
extent of the interest of such assignee or transferee in the Liabilities, be
entitled to the benefits of this guaranty to the same extent as if such assignee
or transferee were the Holders.

     The undersigned hereby warrants to the Holders that the undersigned now has
and will continue to have independent means of obtaining information concerning
the affairs, financial condition and business of Steamboat. The Holders shall
not have any duty or responsibility to provide the undersigned with any credit
or other information concerning the affairs, financial condition or business of
Steamboat which may come into the Holders's possession.

     No delay on the part of the Holders in the exercise of any right or remedy
shall operate as a waiver thereof, and no single or partial exercise by the
Holders of any right or remedy shall preclude other or further exercise thereof
or the exercise of any other right or remedy; nor shall any modification or
waiver of any of the provisions of this guaranty be binding upon the Holders
except as expressly set forth in a writing duly signed and delivered on behalf
of the Holders. No

                                        2


action of the Holders permitted hereunder shall in any way affect or impair the
rights of the Holders and the obligations of the undersigned under this
guaranty. For the purposes of this guaranty, Liabilities shall include all
obligations of Steamboat to the Holders under the Notes notwithstanding any
right or power of Steamboat or anyone else to assert any claim or defense as to
the invalidity or unenforceability of any such obligation, and no such claim or
defense shall affect or impair the obligations of the undersigned hereunder. The
obligations of the undersigned under this guaranty shall be absolute and
unconditional irrespective of any circumstance whatsoever which might constitute
a legal or equitable discharge or defense of the undersigned. The undersigned
hereby acknowledges that there are no conditions to the effectiveness of this
guaranty.

     This guaranty shall be binding upon the undersigned, and upon the heirs and
legal representatives of the undersigned; and all references herein to Steamboat
shall be deemed to include any successor or successors, whether immediate or
remote, to Steamboat.

     The unenforceability or invalidity of any provision of this guaranty shall
not affect the enforceability or validity of any other provision herein and the
invalidity or unenforceability of any provision of this guaranty to any person
or circumstance shall not affect the enforceability or validity of such
provision as it may apply to other persons or circumstances.

     THIS GUARANTY SHALL BE GOVERNED AND CONSTRUED BY THE INTERNAL LAWS OF THE
STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO CHOICE OF LAW PRINCIPLES. THE
PARTIES AGREE THAT ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THE GUARANTY SHALL BE INSTITUTED IN THE COURTS OF THE STATE OF ILLINOIS, COUNTY
OF COOK. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY AGREE TO SUBMIT TO THE
JURISDICTION OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING AND EXPRESSLY WAIVE
ANY OBJECTION RELATING TO THE BASIS FOR PERSONAL OR IN REM JURISDICTION OR TO
VENUE WHICH THEY NOW OR HEREAFTER HAVE IN ANY SUCH ACTION OR PROCEEDING.

                            [SIGNATURE ON NEXT PAGE]

                                        3


     This Guaranty is SIGNED AND DELIVERED as of the ___ day of ________, 2004.


                                         ------------------------
                                         John V. Holten

                                        4


                                    EXHIBIT D

             ASSIGNMENT, ASSUMPTION, CONSENT AND DISCHARGE AGREEMENT

     This Assignment, Assumption, Consent and Discharge Agreement ("AGREEMENT")
is made as of ________ ___, 2004, by and among Standard Parking Corporation
("SPC"), Steamboat Industries LLC ("STEAMBOAT"), SP Associates ("SP"), Waverly
Partners, L.P. ("WAVERLY") and the Carol R. Warshauer GST Exempt Trust (the
"TRUST" and together with SP and Waverly, the "SELLERS"). The parties to this
Agreement are sometimes referred to herein individually as "PARTY" or
collectively as "PARTIES."

                                    RECITALS

     WHEREAS, the Parties have entered into a Stock Purchase Agreement dated as
of the date hereof (the "PURCHASE AGREEMENT") (all capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to them in the
Purchase Agreement);

     WHEREAS, pursuant to the Purchase Agreement, SPC has issued to each Seller
a Promissory Note;

     WHEREAS, pursuant to the Purchase Agreement, Steamboat desires to assume
all of SPC's obligations under the Promissory Notes.

     NOW, THEREFORE, in consideration for the mutual agreements set forth herein
and in the Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:

     20. SPC hereby assigns to Steamboat, and Steamboat hereby assumes from SPC,
all of SPC's obligations under the Promissory Notes.

     21. The Sellers hereby consent to the assignment to and assumption by
Steamboat of all of SPC's obligations under the Promissory Notes.

     22. The Sellers acknowledge the delivery of all of the items set forth in
Section 5(a) through 5(c) of the Purchase Agreement.

     23. The Sellers hereby release and discharge SPC from all liabilities and
obligations under the Promissory Notes.

     24. The Parties hereby agree that for all purposes of the Promissory Notes,
Steamboat shall be deemed to be the "Issuer," as such term is defined and used
in the Promissory Notes.

     25. Steamboat hereby agrees that it shall prepay to the Sellers an
aggregate principal amount of $1 million on the Promissory Notes, each Seller to
receive its Pro Rata Portion thereof, in the event that the over-allotment
option in the IPO is exercised in full (but not otherwise), payable at the
closing thereof.

                                        1


          IN WITNESS WHEREOF, each Party has signed this Agreement as of
May ___, 2004.

                                                 
STANDARD PARKING CORPORATION                        STEAMBOAT INDUSTRIES LLC

By:                                                 By:
   --------------------------------------              -----------------------------------
   Name:                                                  Name:
          -------------------------------                      ---------------------------
   Title:                                                 Title:
          -------------------------------                       --------------------------

SP ASSOCIATES                                       WAVERLY PARTNERS, L.P.


By:                                                 By:
   -------------------------------------------         -----------------------------------
   Name:                                                  Name:  Myron C. Warshauer
        --------------------------------------            Title: General Partner
   Title:
         -------------------------------------

CAROL R. WARSHAUER GST EXEMPT TRUST


By:
   -------------------------------------------
   Name:  Myron C. Warshauer
   Title: Trustee



                                        2