S-1/A

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As filed with the Securities and Exchange Commission on May 24, 2004

Registration No. 333-112652

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

Amendment No. 3
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.
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).

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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.
10.20**	Property Management Agreement, dated as of September 1, 2003 between the Company and Infinity Equities, LLC.

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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*	Form of Registration Rights Agreement, dated as of May     , 2004 between the Company and Steamboat Industries LLC.
10.27*	Form of Exchange Agreement, dated as of May     , 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.
10.28.1*	First Amendment to Stock Purchase Agreement, dated as of May 20, 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.

(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 24, 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 24, 2004
* John V. Holten	Chairman and Director	May 24, 2004
* G. Marc Baumann	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	May 24, 2004
* Daniel R. Meyer	Senior Vice President, Corporate Controller and Assistant Treasurer (Principal Accounting Officer)	May 24, 2004
* Gunnar E. Klintberg	Vice President and Director	May 24, 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*	Form of Registration Rights Agreement, dated as of May     , 2004 between the Company and Steamboat Industries LLC.
10.27*	Form of Exchange Agreement, dated as of May     , 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.
10.28.1*	First Amendment to Stock Purchase Ageement, dated as of May 20, 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.

II-14

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.

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 one hundred
     dollars ($100) 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-10.26

                                                                   Exhibit 10.26

                          REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (the "AGREEMENT") is made as of May 28,
2004, by and between Standard Parking Corporation, a Delaware corporation (the
"COMPANY") and Steamboat Industries LLC, a limited liability company organized
under the laws of New York (the "INVESTOR").

                                    RECITALS

     WHEREAS, the Company and the Investor desire to enter into this Agreement,
which grants certain rights to register shares of the Company's common stock,
par value $.001 per share (the "COMMON STOCK") issuable upon conversion of the
Series C Preferred Stock (as defined below) held by such Investor and certain
rights to receive information pertaining to the Company.

     WHEREAS, the Investor has entered into an Exchange Agreement (the "EXCHANGE
AGREEMENT") of even date herewith pursuant to which the Investor desires to
exchange 8.2561 shares of the Company's Series C Preferred Stock, par value
$.0001 per share (the "SERIES C PREFERRED STOCK") for [___] shares of the
Company's Common Stock, and the execution of this Agreement is a condition to
the Investor's obligations to exchange the Preferred Stock for the Common Stock
under the Exchange Agreement.

     WHEREAS, the Company and the Investor desire that the transactions
contemplated by the Exchange Agreement be consummated.

                                    AGREEMENT

     NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for other good and valuable consideration the receipt and
adequacy of which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:

          1.   RESTRICTIONS ON TRANSFERABILITY; REGISTRATION RIGHTS.

               1.1 CERTAIN DEFINITIONS. As used in this Agreement, the following
terms have the following respective meanings:

          "BOARD" means the board of directors of the Company.

          "COMMISSION" means the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
or any similar successor federal statute, and the rules and regulations
thereunder, all as the same shall be in effect from time to time.

          "INITIATING HOLDERS" means any Holder or Holders who hold the
Registrable Securities then outstanding and who propose to register Registrable
Securities.

                                            Registration Rights Agmt (SIL & SPC)
                                                              C-7


          "HOLDER" means (i) each of the Investors and (ii) any person holding
Registrable Securities to whom the rights under this Agreement have been
transferred in accordance with Section 1.9 hereof.

          "OTHER STOCKHOLDERS" means persons other than Holders who, by virtue
of agreements with the Company, are entitled to include their securities in
certain registrations hereunder.

          The terms "REGISTER," "REGISTERED" and "REGISTRATION" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.

          "REGISTRATION EXPENSES" shall mean all expenses incurred by the
Company in complying with Sections 1.3 and 1.4 hereof, including, without
limitation, all registration, qualification, listing and filing fees, printing
expenses, escrow fees, fees and disbursements of counsel for the Company, fees
and disbursements of one counsel for all of the Holders registering securities
in any given registration (not to exceed $25,000 per registration), blue sky
fees and expenses, and the expense of any special audits incident to or required
by any such registration (but excluding the compensation of regular employees of
the Company which shall be paid in any event by the Company), but shall not
include Selling Expenses.

          "REGISTRABLE SECURITIES" shall mean (i) the shares of Common Stock
issued or issuable upon conversion of the Series C Preferred Stock and (ii) any
Common Stock of the Company issued as a dividend or other distribution with
respect to or in exchange for or in replacement of the shares referenced in
clause (i) above; PROVIDED, HOWEVER, that shares of Common Stock shall only be
treated as Registrable Securities if and so long as they have not been (A) sold
to or through a broker or dealer or underwriter in a public distribution or a
public securities transaction, (B) sold in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act under
Section 4(1) thereof so that all transfer restrictions and restrictive legends
with respect thereto are removed upon the consummation of such sale, (C)
transferred in a transaction pursuant to which the registration rights are not
also assigned in accordance with Section 1.9 hereof or (D) with respect to each
Holder, when and after all such shares held by such Holder are eligible for sale
under Rule 144 of the Securities Act (or any similar or successor rule) during
any consecutive ninety (90) day period.

          "RESTRICTED SECURITIES" shall mean the securities of the Company
required to bear the legend set forth in Section 1.2 hereof.

          "RULE 144" means Rule 144 as promulgated by the Commission under the
Securities Act, as such Rule may be amended from time to time, or any similar
successor rule that may be promulgated by the Commission.

          "RULE 145" means Rule 145 as promulgated by the Commission under the
Securities Act, as such Rule may be amended from time to time, or any similar
successor rule that may be promulgated by the Commission.

          "SECURITIES ACT" shall mean the Securities Act of 1933, as amended,
and the rules

                                       2


and regulations promulgated thereunder or any similar federal statute and the
rules and regulations of the Commission thereunder, all as the same shall be in
effect at the time.

          "SELLING EXPENSES" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities registered by
the Holders and all fees and disbursements of counsel for any Holder, other than
the fees and disbursements of one counsel for all of the Holders registering
securities in any given registration as provided in the definition of
"Registration Expenses" above.

          "SHARES" means the Company's Series C Preferred Stock.

          "SUBSIDIARY" means any subsidiary now existing or hereafter created by
the Company pursuant to resolution of its board of directors.

               1.2  RESTRICTIONS.

                    (a) Each Holder agrees not to make any disposition of all or
any portion of the Registrable Securities unless and until the transferee has
agreed in writing for the benefit of the Company to be bound by the terms of
this Agreement, and (i) there is then in effect a registration statement under
the Securities Act covering such proposed disposition and such disposition is
made in accordance with such registration statement, or (ii) such Holder shall
have notified the Company of the proposed disposition and shall have furnished
the Company with a detailed statement of the circumstances surrounding the
proposed disposition, and, if reasonably requested by the Company, such Holder
shall have furnished the Company with an opinion of counsel, reasonably
satisfactory to the Company, that such disposition will not require registration
under the Securities Act; provided, however, that no opinion of counsel shall be
required with regard to dispositions pursuant to Rule 144(k) of the Securities
Act. Notwithstanding the foregoing, no such registration statement or opinion of
counsel shall be necessary for a transfer by a Holder which is (A) a partnership
to its partners or retired partners in accordance with partnership interests,
(B) a limited liability company to its members or former members in accordance
with their interest in the limited liability company, (C) a corporation to its
stockholders in accordance with their interests in the corporation, or (D) to
the Holder's family member or trust for the benefit of an individual Holder,
provided in all cases enumerated in clauses (A) - (D) that the transferee has
agreed in writing for the benefit of the Company to be bound by the terms of
this Agreement as if such transferee were an original Holder hereunder. Each
Holder consents to the Company making a notation on its records and giving
instructions to any transfer agent of the Restricted Securities in order to
implement the restrictions on transfer established in this Section 1.2.

                    (b) Each certificate representing the Registrable Securities
shall be stamped or otherwise imprinted with legends substantially in the
following forms (in addition to any legend required under applicable state
securities laws or the Company's charter documents):

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
     INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED, OR ANY STATE

                                       3


     SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN
     THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION
     OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL
     THAT SUCH REGISTRATION IS NOT REQUIRED."

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN
     ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE
     STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY."

                    (c) The Company shall promptly reissue unlegended
certificates at the request of any Holder thereof if the Holder shall have
obtained an opinion of counsel reasonably acceptable to the Company to the
effect that the securities proposed to be disposed of may lawfully be disposed
of without registration, qualification, or legend.

               1.3  REGISTRATION.

                    (a) REQUEST FOR REGISTRATION. Subsequent to the expiration
of the lock-up period as provided for in the Lock-Up Agreement, dated May ___,
2004, between the Company, the Investor, Steamboat Industries N.V., John V.
Holten and William Blair as representative of the various underwriters, if the
Company shall receive from Initiating Holders a written request that the Company
effect a registration, the Company will:

                         (i) promptly deliver written notice of the proposed
registration to all other Holders and Other Stockholders; and

                         (ii) as soon as practicable, use best efforts to effect
such registration, qualification, or compliance (including, without limitation,
the execution of an undertaking to file post-effective amendments, appropriate
qualification under applicable blue sky or other state securities laws, and
appropriate compliance with applicable regulations issued under the Securities
Act and any other governmental requirements or regulations) as may be so
requested and as would permit or facilitate the sale and distribution of all or
such portion of such Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any Holder or
Holders or securities of Other Stockholders joining in such request as are
specified in a written request delivered to the Company within twenty (20) days
after delivery of such written notice from the Company; PROVIDED, HOWEVER, that
the Company shall not be obligated to take any action to effect any such
registration, qualification, or compliance pursuant to this Section 1.3:

                              (A) During the period starting with the date sixty
(60) days prior to the Company's estimated date of filing of, and ending on a
date one hundred and eighty (180) days after the effective date of, a
registration initiated by the Company; provided that the Company is actively
employing in good faith all reasonable efforts to cause such registration
statement to become effective;

                                        4


                              (B) In any particular jurisdiction in which the
Company would be required to execute a general consent to service of process in
effecting such registration, qualification, or compliance unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Securities Act;

                              (C) If in the good faith judgment of the Board,
such registration would be seriously detrimental to the Company and the Board
concludes, as a result, that it is essential to defer the filing of such
registration statement at such time, and the Company thereafter delivers to the
Initiating Holders a certificate, signed by the President or Chief Executive
Officer of the Company, stating that in the good faith judgment of the Board it
would be detrimental to the Company or its stockholders for a registration
statement to be filed in the near future, then the Company's obligation to
register, qualify, or comply under this Section 1.3 shall be deferred for a
period not to exceed the earlier of one hundred twenty (120) days after the
issuance of such certificate or the issuance of a subsequent certificate that
such information is no longer detrimental to the Company or its stockholders;
PROVIDED, HOWEVER, that the Company may not utilize this right more than once in
any twelve (12) month period; or

                              (D) If the Company has filed four registration
statements pursuant to Section 1.3 at the request of the Initiating Holders.

                    (b) UNDERWRITING. If the Initiating Holders intend to
distribute the Registrable Securities covered by their request by means of an
underwriting, they shall so advise the Company as part of their request made
pursuant to Section 1.3(a), and the Company shall include such information in
the written notice referred to in Section 1.3(a)(i). In such event, the right of
any Holder or Other Stockholder to participate in the registration pursuant to
this Section 1.3 shall be conditioned upon such Holder's or Other Stockholder's
participation in such underwriting and the inclusion of such Holder's or Other
Stockholder's securities in the underwriting to the extent provided herein. A
Holder may elect to include in such underwriting all or part of the Registrable
Securities that such Holder holds.

                    (c) UNDERWRITING PROCEDURES. The Company shall (together
with all Holders or other persons proposing to distribute their securities
through such underwriting) enter into and perform its obligations under an
underwriting agreement in customary form with the managing underwriter(s)
selected for such underwriting by a majority in interest of the Initiating
Holders (which managing underwriter(s) shall be reasonably acceptable to the
Company). Notwithstanding any other provision of this Section 1.3, if the
managing underwriter(s) advises the Company in writing that marketing factors
require a limitation of the number of shares to be underwritten (including
Registrable Securities), the Company shall so advise all holders of the
Company's securities that would otherwise be entitled to be included in such
registration and the number of shares to be included in the underwriting or
registration shall be allocated in the following priority: first, among all
Holders of Registrable Securities having requested to be included in such
registration (pro rata among such Holders on the basis of the number of shares
of Registrable Securities held by all such Holders); second, among all Other
Stockholders having requested to be included in such registration (pro rata
among such Other Stockholders on the basis of the number of shares then held by
all such Other Stockholders); and third, any securities which the Company
desires to sell for its own account.

                                       5


The Company shall advise all holders of securities requested to be included in
such registration of the number of shares of securities of each such holder that
are entitled to be included in the registration. If any person who has requested
inclusion in such registration as provided above disapproves of the terms of the
underwriting, such person shall be excluded therefrom by written notice
delivered by the Company or the managing underwriter(s). Any Registrable
Securities and/or other securities so excluded or withdrawn shall also be
withdrawn from registration. The number of shares withdrawn shall be reallocated
in the manner set forth above. To facilitate the allocation of shares in
accordance with the above provisions, the Company or the managing underwriter(s)
may round the number of shares allocated to any holder to the nearest one
hundred (100) shares.

               1.4  COMPANY REGISTRATION.

                    (a) NOTICE OF REGISTRATION. If the Company shall determine
to register any of its securities, either for its own account or the account of
a security holder or holders other than (A) a registration pursuant to Sections
1.3 hereof, (B) a registration relating solely to employee benefit plans, (C) a
registration relating solely to a Rule 145 transaction, or (D) a registration on
any registration form that does not permit secondary sales, the Company will:

                         (i) promptly deliver to all Holders and Other
Stockholders written notice thereof; and

                         (ii) use all commercially reasonable efforts to include
in such registration (and any related qualification under blue sky laws or other
compliance), except as set forth in Section 1.4(b) below, and in any
underwriting involved therein, all the Registrable Securities specified in a
written request or requests made by any Holder and securities specified in a
written request or requests by Other Stockholders and delivered to the Company
within ten (10) days after the written notice is delivered by the Company. Such
written request may include all or a portion of a Holder's Registrable
Securities.

                    (b) UNDERWRITING. If the registration of which the Company
gives notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders and Other Stockholders as a part of the
written notice given pursuant to Section 1.4(a)(i). In such event, the right of
any Holder or Other Stockholder to participate in the registration pursuant to
this Section 1.4 shall be conditioned upon such Holder's or Other Stockholder's
participation in such underwriting and the inclusion of such Holder's or Other
Stockholder's securities in the underwriting to the extent provided herein.

                    (c) UNDERWRITING PROCEDURES. The Company shall (together
with all Holders or other persons proposing to distribute their securities
through such underwriting) enter into and perform its obligations under an
underwriting agreement in customary form with the managing underwriter(s)
selected for such underwriting by the Company. Notwithstanding any other
provision of this Section 1.4, if the managing underwriter(s) advises the
Company in writing that marketing factors require a limitation of the number of
shares to be underwritten (including Registrable Securities), the Company shall
so advise all holders of the Company's securities that would otherwise be
entitled to be included in

                                        6


such registration and the number of shares to be included in the underwriting or
registration shall be allocated in the following priority:

                         (i) first, any securities which the Company desires to
sell for its own account;

                         (ii) second, among all Holders of Registrable
Securities having requested to be included in such registration (pro rata among
such Holders on the basis of the number of shares of Registrable Securities held
by all such Holders); and

                         (iii) third, among all Other Stockholders having
requested to be included in such registration (pro rata among such Other
Stockholders on the basis of the number of shares then held by all such Other
Stockholders).

                    (d) The Company shall advise all holders of securities
requested to be included in such registration of the number of shares of
securities of each such holder that are entitled to be included in the
registration. If any person who has requested inclusion in such registration as
provided above disapproves of the terms of the underwriting, such person shall
be excluded therefrom by written notice delivered by the Company or the managing
underwriter(s). Any Registrable Securities and/or other securities so excluded
or withdrawn shall also be withdrawn from registration. The number of shares
withdrawn shall be reallocated in the manner set forth above. To facilitate the
allocation of shares in accordance with the above provisions, the Company or the
managing underwriter(s) may round the number of shares allocated to any holder
to the nearest one hundred (100) shares.

                    (e) RIGHT TO TERMINATE REGISTRATION. The Company shall have
the right to terminate or withdraw any registration initiated by it under this
Section 1.4 prior to the effectiveness of such registration, whether or not any
Holder or Other Stockholder has elected to include securities in such
registration.

               1.5 REGISTRATION PROCEDURES. In the case of each registration,
qualification, or compliance effected by the Company pursuant to this Section 1,
the Company will keep each Holder advised in writing as to the initiation of
each registration, qualification, and compliance and as to the completion
thereof and, at its expense, the Company shall:

                    (a) Use best efforts to prepare and file with the Commission
a registration statement with respect to such securities and to cause such
registration statement to become and remain effective for at least ninety (90)
days or until the distribution described in the registration statement has been
completed, whichever occurs first; PROVIDED, HOWEVER, that (i) such 90-day
period shall be extended for a period of time equal to the period the Holder
refrains from selling any securities included in such registration at the
request of an underwriter of common stock or other securities of the Company;

                    (b) Furnish to the Holders participating in such
registration and to the underwriters of the securities being registered such
reasonable number of copies of the registration statement, preliminary
prospectus, final prospectus, and such other documents as such underwriters may
reasonably request in order to facilitate the public offering of such

                                       7


securities;

                    (c) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statements as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement;

                    (d) Notify each seller of Registrable Securities covered by
such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading or incomplete in the light of the
circumstances then existing, and at the request of any such seller, prepare and
furnish to such seller a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchaser of such shares, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading or
incomplete in the light of the circumstances then existing;

                    (e) Use all commercially reasonable efforts to register and
qualify the securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as shall be reasonably
requested by the Holders, provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or
jurisdictions;

                    (f) Cause all such Registrable Securities to be listed on
each securities exchange on which similar securities issued by the Company are
then listed;

                    (g) Provide a transfer agent and registrar for all
Registrable Securities and a CUSIP number for all such Registrable Securities,
in each case not later than the effective date of such registration.

               1.6 INFORMATION BY HOLDER. The Holder or Holders of Registrable
Securities included in any registration shall furnish to the Company such
information regarding such Holder or Holders, the Registrable Securities held by
them, and the distribution proposed by such Holder or Holders as the Company may
request in writing and as shall be required in connection with any registration,
qualification, or compliance referred to in this Section 1, and the refusal to
furnish such information by any Holder or Holder shall relieve the Company of
its obligations in this Section 1 with respect to such Holder or Holders.

               1.7 INDEMNIFICATION.

                    (a) To the extent permitted by law, the Company will
indemnify each Holder, each of its officers, directors, partners, legal counsel,
and accountants, and each person controlling such Holder within the meaning of
Section 15 of the Securities Act, with respect to which registration,
qualification, or compliance has been effected pursuant to this

                                       8


Section 1, and each underwriter, if any, and each person who controls any
underwriter within the meaning of Section 15 of the Securities Act, against all
expenses, claims, losses, damages, or liabilities (or actions, proceedings, or
settlements in respect thereof) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any registration
statement, prospectus, offering circular, or other document (including any
related registration statement, notification, or the like), or any amendment or
supplement thereto, incident to any such registration, qualification, or
compliance, or based on any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading,
or any violation by the Company of the Securities Act or any rule or regulation
promulgated under the Securities Act applicable to the Company in connection
with any such registration, qualification, or compliance, and the Company will
reimburse each such Holder, each of its officers, directors, partners, legal
counsel, and accountants, and each person controlling such Holder, each such
underwriter and each person who controls any such underwriter, for any legal and
any other expenses reasonably incurred in connection with investigating,
preparing, defending, or settling any such claim, loss, damage, liability, or
action, as such expenses are incurred, provided that the Company will not be
liable in any such case to the extent that any such claim, loss, damage,
liability, or expense arises out of or is based on any untrue statement or
omission or alleged untrue statement or omission, made in reliance upon and in
conformity with written information furnished to the Company by such Holder,
controlling person, or underwriter and stated to be specifically for use
therein. It is agreed that the indemnity agreement contained in this Section 1.7
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability, or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld).

                    (b) To the extent permitted by law, each Holder will, if
Registrable Securities held by such Holder are included in the securities as to
which such registration, qualification, or compliance is being effected,
indemnify the Company, each of its directors, officers, partners, legal counsel,
and accountants, and each underwriter, if any, of the Company's securities
covered by such a registration statement, each person who controls the Company
or such underwriter within the meaning of Section 15 of the Securities Act, and
each other such Holder and Other Stockholder, each of their officers, directors,
and partners, and each person controlling such Holder or Other Stockholder
within the meaning of Section 15 of the Securities Act, against all claims,
losses, damages, and liabilities (or actions in respect thereof) arising out of
or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any such registration statement, prospectus, offering
circular, or other document, or any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse the Company and such
Holders, Other Stockholders, directors, officers, partners, legal counsel, and
accountants, persons, underwriters, or control persons for any legal or any
other expenses reasonably incurred in connection with investigating or defending
any such claim, loss, damage, liability, or action, as such expenses are
incurred, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such registration statement, prospectus, offering circular, or other
document in reliance upon and in conformity with written information furnished
to the Company by such Holder and stated to be specifically for use therein,
provided, however, that the obligations of such Holder hereunder

                                       9


shall not apply to amounts paid in settlement of any such claims, losses,
damages, or liabilities (or actions in respect thereof) if such settlement is
effected without the consent of such Holder (which consent shall not be
unreasonably withheld); and provided that that in no event shall any indemnity
under this Section 1.7 exceed the gross proceeds received by such Holder in such
offering.

                    (c) Each party entitled to indemnification under this
Section 1.7 (the "INDEMNIFIED PARTY") shall give notice to the party required to
provide indemnification (the "INDEMNIFYING PARTY") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 1 unless the failure to
give such notice is materially prejudicial to an Indemnifying Party's ability to
defend such action. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation. Each Indemnified Party shall furnish such information regarding
itself or the claim in question as an Indemnifying Party may reasonably request
in writing and as shall be reasonably required in connection with the defense of
such claim and litigation resulting therefrom.

                    (d) If the indemnification provided for in this Section 1.7
is held by a court of competent jurisdiction to be unavailable to an Indemnified
Party with respect to any claim, loss, damage, liability, or expense referred to
therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified
Party hereunder, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such claim, loss, damage, liability, or expense
in such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party on the one hand and the Indemnified party on the other in
connection with the statements or omissions that resulted in such claim, loss,
damage, liability, or expense, as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party and of the
Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact related to information supplied by the
Indemnifying Party or by the Indemnified Party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission. The Company and the Holders agree that it would not be
just and equitable if contribution pursuant to this Section 1.7 were based
solely upon the number of entities from whom contribution was requested or by
any other method of allocation which does not take account of the equitable
considerations referred to above. In no event shall any contribution by a Holder
under this Section 1.7 exceed the gross proceeds received by such Holder in such
offering.

                    (e) The amount paid or payable by an Indemnified Party as a

                                       10


result of the losses, claims, damages, and liabilities referred to above in this
Section 1.7 shall be deemed to include any legal or other expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending
any such action or claim, subject to the provisions of Section 1.7(c). No person
guilty of fraudulent misrepresentation (within the meaning of the Securities
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.

                    (f) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.

                    (g) The obligations of the Company and Holders under this
Section 1.7 will remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director or
controlling person of such indemnified party and will survive the transfer of
Registrable Securities.

                    (h) The obligations of the Company and Holders under this
Section 1.7 shall survive the completion of any offering of Registrable
Securities in a registration statement.

               1.8 EXPENSES OF REGISTRATION. All Registration Expenses incurred
in connection with any registration pursuant to Sections 1.3 and 1.4 shall be
borne by the Company. All Selling Expenses relating to securities registered on
behalf of the Holders shall be borne by the holders of the registered securities
included in such registration pro rata on the basis of the number of shares so
registered. The Company shall not, however, be required to pay for Registration
Expenses for any registration proceeding begun pursuant to Section 1.3, the
request of which has been subsequently withdrawn by the Initiating Holders
unless (a) the withdrawal is based upon material adverse information concerning
the Company of which the Initiating Holders were not aware at the time of such
request, or (b) the withdrawal is made during a deferral by the Company, or (c)
the Holders of a majority of Registrable Securities agree such withdrawn
registration shall count as a withdrawn registration under Section 1.3 above in
which event such agreement shall be binding on all Holders. If the Holders are
required to pay the Registration Expenses, such expenses shall be borne by the
holders of securities (including Registrable Securities) requesting such
registration pro rata on the basis of the number of shares for which
registration was requested. If the Company is required to pay the Registration
Expenses of a withdrawn offering pursuant to clause (a) or clause (b) above,
then the Holders shall not forfeit any of their rights pursuant to Section 1.3
to a demand registration.

               1.9 TRANSFER OF REGISTRATION RIGHTS. The rights to cause the
Company to register securities granted to any party hereto under Section 1 may
be assigned by a Holder only to a transferee or assignee of not less than one
hundred thousand (100,000) shares of Registrable Securities (as appropriately
adjusted for stock splits, combinations and the like), provided that the Company
is given written notice at the time of or within a reasonable time after said
assignment, stating the name and address of the transferee or assignee and
identifying the securities with respect to which such registration rights are
being assigned, and, provided further,

                                       11


that the assignee of such rights assumes in writing the obligations of such
Holder under this Section 1. Notwithstanding the foregoing, no such minimum
share assignment requirement shall be necessary for an assignment by a Holder
which is (A) a partnership to its partners or retired partners in accordance
with partnership interests, (B) a limited liability company to its members or
former members in accordance with their interest in the limited liability
company, (C) a corporation to its stockholders in accordance with their
interests in the corporation, or (D) to the Holder's family member or trust for
the benefit of an individual Holder.

               1.10 NO DELAY OF REGISTRATION BY HOLDER. No Holder shall have any
right to obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Section.

               1.11 TERMINATION OF RIGHTS. The rights of the Holders to cause
the Company to register securities under Section 1.3 shall terminate with
respect to all such Holders on the fifth (5th) year anniversary of the effective
date of the Company's IPO.

          2.   MISCELLANEOUS.

               2.1 GOVERNING LAW. This Agreement shall be governed in all
respects by the laws of the State of New York without regard to choice of laws
or conflict of laws provisions thereof.

               2.2 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors, and administrators of the parties hereto.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided by this Agreement.

               2.3 ENTIRE AGREEMENT. This Agreement and the other documents
delivered pursuant hereto constitute the full and entire understanding and
agreement among the parties with regard to the subjects hereof and thereof.
Subject to the provisions of Section 2.10 below, neither this Agreement nor any
term hereof may be amended, waived, discharged or terminated other than by a
written instrument signed by the party against whom enforcement of any such
amendment, waiver, discharge or termination is sought, unless otherwise
provided.

               2.4 NOTICES, ETC. All notices and other communications required
or permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, return receipt requested, sent by facsimile
(with confirmation of receipt) or otherwise delivered by hand or by messenger,
addressed as follows:

               (a) if to the Company:

                    Standard Parking, Inc.
                    900 N. Michigan Avenue
                    Chicago, Illinois  60611-1542

                                       12


                    Attention: Robert N. Sacks, Esq. (General Counsel)
                    Fax No.: (312) 640-6165

                    with a copy to:

                    White & Case
                    1155 Avenue of the Americas
                    New York, New York 10035-2787
                    Attention: Timothy Goodell, Esq.
                               Jonathan E Kahn, Esq.
                    Fax No.: (212) 354-8113

               (b) if to SIL:

                    Steamboat Industries LLC
                    545 Steamboat Road
                    Greenwich, Connecticut 06830
                    Attention: John V. Holten (Manager)
                    Fax No.: (203) 422-3000

          or in the case of any party, at such other address as such party may
notify the other parties hereto from time to time. Any notice, request or
communication hereunder shall be deemed to have been given when delivered by
hand or three (3) days after the date deposited in the mails, postage prepaid,
or in the case of telecopy notice, when sent, addressed as aforesaid. Any party
may, by notice given in accordance with the foregoing, change the person to
whom, or the address or telecopier number to which, notices are to be given
hereunder but any such notice shall be effective only when actually received by
the party to which it is addressed. Unless specifically stated otherwise, if
notice is provided by mail, it shall be deemed to be delivered upon proper
deposit in a mailbox, if notice is sent by facsimile, it shall be deemed to be
delivered when sent with confirmation of receipt and if notice is delivered by
hand or by messenger, it shall be deemed to be delivered upon actual delivery.

               2.5 DELAYS OR OMISSIONS. No delay or omission to exercise any
right, power, or remedy accruing to the Investor upon any breach or default of
the Company under this Agreement shall impair any such right, power, or remedy
of such party, nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent, or approval of any kind or character on
the part of any party of any breach or default under this Agreement, or any
waiver on the part of any party of any provisions or conditions of this
Agreement, must be in writing and shall be effective only to the extent
specifically set forth in such writing or as provided in this Agreement. All
remedies, either under this Agreement or by law or otherwise afforded to any
party, shall be cumulative and not alternative.

               2.6 ATTORNEYS' FEES. If any action at law or in equity (including
arbitration) is necessary to enforce or interpret the terms of this Agreement,
the prevailing party

                                       13


shall be entitled to reasonable attorney's fees, costs, and disbursements in
addition to any other relief to which such party may be entitled.

               2.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and signatures may be delivered by facsimile, each of which may be
executed by less than all parties, each of which shall be enforceable against
the parties actually executing such counterparts, and all of which together
shall constitute one instrument. It is the express intent of the parties to
be bound by the exchange of signatures on this Agreement via telecopy.

               2.8 SEVERABILITY. If any provision of this Agreement becomes or
is declared by a court of competent jurisdiction to be illegal, unenforceable,
or void, portions of such provision, or such provision in its entirety, to the
extent necessary, shall be severed from this Agreement and the balance of this
Agreement shall be enforceable in accordance with its terms.

               2.9 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

               2.10 AMENDMENT AND WAIVER. Any provision of this Agreement may be
amended or waived (either generally or in a particular instance and either
retroactively or prospectively) with the written consent of the Company and any
Holder holding, in the aggregate, more than fifty percent (50%) of the
outstanding shares of the Registrable Securities; provided that (i) no such
amendment shall impose or increase any liability or obligation on a Holder
without the consent of such Holder, and (ii) no such amendment has a
disproportionately adverse effect on any Holder in relation to the other Holders
without the consent of such Holder. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon each Holder and the
Company. In addition, the Company may waive performance of any obligation owing
to it, as to some or all of the Holders, or agree to accept alternatives to such
performance, without obtaining the consent of any Holder.

               2.11 RIGHTS OF INVESTOR. The Investor and any Holder that becomes
a party hereto shall have the absolute right to exercise or refrain from
exercising any right or rights that such Investor or Holder may have by reason
of this Agreement, including, without limitation, the right to consent to the
waiver or modification of any obligation under this Agreement, and the Investor
or Holder shall not incur any liability to any other party or other holder of
any securities of the Company as a result of exercising or refraining from
exercising any such right or rights.

               2.12 AGGREGATION OF STOCK. All shares of Common Stock of the
Company held or acquired by affiliated entities or persons shall be aggregated
for the purpose of determining the availability of any rights under this
Agreement.

                      [THIS SPACE LEFT BLANK INTENTIONALLY]

                                       14


          IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first above written.

                                       STANDARD PARKING CORPORATION, a
                                       Delaware corporation


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

                                       Address for Notice:

                                       Standard Parking Corporation
                                       900 North Michigan Avenue
                                       Suite 1600
                                       Chicago, Illinois  60611
                                       Attention:  Robert Sacks, Esq.


                                       STEAMBOAT INDUSTRIES LLC, a New
                                       York limited liability company


                                       By:
                                          --------------------------------------
                                       Name:    John V. Holten
                                       Title:   Manager

                                       Address for Notice:
                                       Steamboat Industries LLC
                                       545 Steamboat Road
                                       Greenwich, Connecticut 06830
                                       Attention: John V. Holten

EX-10.27

                                                                   Exhibit 10.27

                               EXCHANGE AGREEMENT

          THIS AGREEMENT is made this 28th day of May, 2004, between Standard
Parking Corporation ("SPC"), a corporation organized under the laws of Delaware,
and Steamboat Industries LLC, ("SIL"), a limited liability company organized
under the laws of New York.

          WHEREAS, SPC proposes to exchange pursuant to this Agreement, 8.25610
shares of Series C Preferred Stock, par value $.0001 per share (the "PREFERRED
STOCK") of SPC that SIL holds for ___ shares of SPC's common stock, par value
$.001 per share (the "COMMON STOCK");

          WHEREAS, SPC and SIL are entering into that certain Registration
Rights Agreement, dated as of the date hereof, with respect to the Common Stock;

          NOW, THEREFORE, in consideration of the mutual covenants contained in
this Agreement, SPC and SIL agree as follows:

          Section 1. AUTHORIZATION OF EXCHANGE OF THE PREFERRED STOCK. Subject
to the terms and conditions of this Agreement, SPC has authorized the issuance
and exchange of ___ number of shares of the Common Stock for the Preferred
Stock.

          Section 2. AGREEMENT TO EXCHANGE THE PREFERRED STOCK. Simultaneously
with the execution and delivery of this Agreement, SPC is exchanging with SIL,
and SIL is exchanging with SPC, upon the terms hereinafter set forth, the
Preferred Stock for the Common Stock.

          Section 3. PAYMENT AND DELIVERY.

          3.1 CLOSING. Transfer of the Common Stock shall be made to SIL in
Chicago, Illinois against delivery of the Preferred Stock (such payment and
delivery hereinafter referred to as the "CLOSING") at 10:00 a.m., Central
Standard Time, on May 28, 2004, or at such other time on the same or such other
date, not later than June 4, 2004, as shall be agreed by SPC and SIL. The time
and date of such transfer are hereinafter referred to as the "Closing Date."
Issuance of the Common Stock shall be made against delivery of the Preferred
Stock to the address set forth on the signature page of this Agreement, in such
nominee name as specified by SPC. Certificates for the Common Stock shall be
registered in the name of SIL or in the name of a nominee designated by SIL, as
provided in Annex 1 hereto. The certificates evidencing the Common Stock shall
be delivered to SIL on the Closing Date.

          3.2 LEGEND. The certificate or certificates representing the Common
Stock shall contain a legend restricting transfer under the Securities Act of
1933, as amended (the "SECURITIES ACT"), such legend to be substantially as
follows:

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
     INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED, OR ANY STATE

                                                  Exchange Agreement (SIL & SPC)
                                                                C-6


     SECURITIES LAWS. SUCH COMMON STOCK MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED
     IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN
     OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS
     COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED."

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN
     ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE
     STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY."

          The certificate shall also include any legends required by any
applicable state securities laws.

          Section 4. REPRESENTATIONS AND WARRANTIES OF SPC. SPC hereby
represents and warrants to, and covenants with, SIL that the following are true
and correct.

          4.1 ORGANIZATION. SPC is a corporation duly incorporated, validly
existing as a corporation and in good standing under the laws of Delaware and
has full corporate power and authority to own, lease and operate its properties
and assets, and to carry on its business as presently conducted and as proposed
to be conducted.

          4.2 AUTHORIZATION. This Agreement has been duly authorized, executed
and delivered and is a valid and binding obligation of SPC, enforceable in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' and contracting parties' rights generally and except as
enforceability may be subject to general principles of equity (regardless of
whether enforceability is considered in a proceeding in equity or at law) and
may be legally unenforceable.

          4.3 VALID ISSUANCE. All shares of such Common Stock have been duly
authorized and, when issued, will be validly issued, fully paid and
nonassessable.

          4.4 NO FINDER'S FEE. No broker, investment banker, financial advisor
or other person is entitled to any broker's, finder's, financial advisor's or
other similar fee or commission in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of SPC.

          4.5 SOLE CONSIDERATION. SPC represents that the only consideration it
will receive from SIL for entering into this Agreement and for the consummation
of the transactions described herein will be the Preferred Stock.

          Section 5. SIL hereby represents and warrants to, and covenants with,
SPC that the following are true and correct.

                                        2


          5.1 ORGANIZATION. SIL is a limited liability company duly
incorporated, validly existing as a limited liability company and in good
standing under the laws of New York and has full corporate power and authority
to own, lease and operate its properties and assets, and to carry on its
business as presently conducted and as proposed to be conducted.

          5.2 AUTHORIZATION. This Agreement has been duly authorized, executed
and delivered and is a valid and binding obligation of SIL, enforceable in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' and contracting parties' rights generally and except as
enforceability may be subject to general principles of equity (regardless of
whether enforceability is considered in a proceeding in equity or at law) and
may be legally unenforceable.

          5.3 NO LIENS. SIL directly owns 100 percent of the Preferred Stock,
free and clear of any claims, liens, encumbrances or security interests and all
of such Preferred Stock have been duly authorized and validly issued and are
fully paid and nonassessable.

          5.4 NO FINDER'S FEE. No broker, investment banker, financial advisor
or other person is entitled to any broker's, finder's, financial advisor's or
other similar fee or commission in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of SIL.

          5.5 INVESTMENT INTENT. SIL is acquiring the Common Stock for its own
account and for investment, and not with a view to the resale or distribution
thereof; it has no present intention of selling, negotiating, or otherwise
disposing of the Common Stock in violation of the U.S. securities laws. SIL's
financial condition and investments are such that it is in a financial position
to hold the Common Stock for an indefinite period of time and to bear the
economic risk of, and withstand a complete loss of, such Common Stock. In
addition, by virtue of its expertise, the advice available to it, and its
previous investment experience, SIL has extensive knowledge and experience in
financial and business matters, investments, securities, and private placements
and the capability to evaluate the merits and risks of the transactions
contemplated by this Agreement.

          5.6 RELIANCE ON REPRESENTATIONS. SIL understands that the Common Stock
is not registered under the Securities Act on the ground that the exchange
contemplated by this Agreement is exempt from registration under the Securities
Act pursuant to Section 4(2) or Section 3(a)(9) thereof, and that SPC's reliance
on such exemptions is predicated on SIL's representations set forth herein. SIL
realizes that the basis for the exemptions may not be present if,
notwithstanding such representations, SIL has in mind merely acquiring the
Common Stock for a fixed or determinable period in the future, or for a market
rise, or for sale if the market does not rise. SIL has no such intention.

          5.7 RESTRICTED SECURITY. SIL represents and acknowledges that the
Common Stock may not be sold, transferred, or otherwise disposed of without
registration under the Securities Act or an exemption therefrom and that in the
absence of an effective registration statement covering the Common Stock or an
available exemption from registration under the Securities Act, the Common Stock
must be held indefinitely. SIL represents and acknowledges

                                       3


that the Common Stock will bear a legend substantially in the form provided for
in Section 3.2 of this Agreement. SIL represents and acknowledges SPC will be
under no obligation to register the Common Stock under the Securities Act, and
that SPC does not currently intend to register the Common Stock, except to the
extent set forth in the Registration Rights Agreement, dated as of May 28, 2004,
between the SPC and SIL.

          5.8 ACCREDITED INVESTOR. SIL is an "accredited investor" within the
meaning of Rule 501(a)(8) under the Securities Act.

          5.9 FULL INFORMATION. SIL represents and acknowledges that it has had
an opportunity to ask questions of and receive answers from representatives of
SPC concerning the terms of the Common Stock and this Agreement and all such
questions have been answered to full satisfaction of SIL.

          5.10 SOLE CONSIDERATION. SIL represents that the only consideration it
will receive from SPC for entering into this Agreement and for the consummation
of the transactions described herein will be the Common Stock.

          Section 6. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
Notwithstanding any investigation made by any party to this Agreement, all
covenants, agreements, representations and warranties made by SPC and SIL herein
and in the certificates representing the Common Stock delivered pursuant hereto
shall survive the execution of this Agreement, the delivery to SIL of the Common
Stock being exchanged for the Common Stock therefor.

          Section 7. SIL'S CONDITIONS TO CLOSING. The obligation of SIL to
deliver the Preferred Stock in exchange for the Common Stock on the Closing Date
is subject to the following conditions:

          (a) SIL shall have received the Common Stock in the full amount as set
     forth in Section 1.

          (b) The representations and warranties made by SPC shall be true and
     correct in all material respects as of the Closing Date contained in this
     Agreement and the undertakings of SPC to be fulfilled on or prior to the
     Closing shall have been fulfilled.

          Section 8. SPC'S CONDITIONS TO CLOSING. SPC's obligation to deliver
the Common Stock to SIL is subject to the following conditions:

          (a) SPC shall have received the Preferred Stock in the full amount as
     set forth in Section 1.

          (b) The representations and warranties made by SIL shall be true and
     correct in all material respects as of the Closing Date contained in this
     Agreement and the undertakings of SIL to be fulfilled on or prior to the
     Closing shall have been fulfilled.

                                       4


          Section 9 OTHER AGREEMENTS.

          9.1 NOTICES. All notices, requests, consents and other
communications hereunder shall be in writing, shall be mailed by first class
registered or certified mail, postage prepaid, and shall be deemed given when
so mailed:

          (a) if to SPC:

               Standard Parking Corporation
               900 North Michigan Avenue
               Suite 1600
               Chicago, Illinois 60611
               Attention:  Robert N. Sacks, Esq. (Executive Vice President,
               General Counsel and Secretary)

          (b) if to SIL:

               Steamboat Industries LLC
               545 Steamboat Road
               Greenwich, Connecticut 06830
               Attention: John V. Holten (Manager)

          (c) if to any transferee or transferees of SIL, at such address or
addresses as shall have been furnished to SPC at the time of the transfer or
transfers, or at such other address or addresses as may have been furnished by
such transferee or transferees to SPC in writing.

          9.2 ENTIRE AGREEMENT. This Agreement embodies the entire agreement
and understanding between the parties hereto with respect to the subject
matter hereof and supersedes all prior oral or written agreements and
understandings relating to the subject matter hereof. No statement,
representation, warranty, covenant or agreement of any kind not expressly set
forth in this Agreement shall affect, or be used to interpret, change or
restrict, the express terms and provisions of this Agreement.

          9.3 AMENDMENTS. This Agreement may not be modified or amended
except pursuant to an instrument in writing signed by SPC and by SIL.

          9.4 HEADINGS. The headings of the various sections of this
Agreement have been inserted for convenience of reference only and shall not
be deemed to be part of this Agreement.

          9.5 SEVERABILITY. In case any provision contained in this Agreement
should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein
shall not in any way be affected or impaired thereby.

          9.6 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York and the United
States of America.

                                       5


          9.7 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which,
when taken together, shall constitute but one instrument, and shall become
effective when one or more counterparts have been signed by each party hereto
and delivered to the other party. It is the express intent of the parties to
be bound by the exchange of signatures on this Agreement via telecopy.

          9.8 EXPENSES. Each of the parties shall pay its own fees and
expenses (including the fees of any attorneys, accountants, appraisers or
others engaged by such party) in connection with this Agreement and the
transactions contemplated hereby whether or not the transactions contemplated
hereby are consummated.

                                       6


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized representatives the day and year first
above written.


                                       STANDARD PARKING CORPORATION


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




                                       STEAMBOAT INDUSTRIES LLC


                                       By:
                                          --------------------------------------
                                          Name:  John V. Holten
                                          Title: Manager


                                                                         ANNEX 1

     Print or Type:

     Name of Purchaser (Institution)

     Tax ID No.:

     Address:

     Telephone:

     Facsimile:

     Name in which the Common Stock should
     be registered (if different):

     Relationship between SIL and the person or
     entity in whose name the Common Stock
     should be registered (if different):

     Address to which the Common Stock shall
     be delivered:

     Signature by:

     Name of Individual representing SIL:

     Title of Individual representing SIL:

     NUMBER OF COMMON STOCK TO BE
     PURCHASED:

     PER SHARE PURCHASE PRICE:

     AGGREGATE PURCHASE PRICE:

EX-10.28.1

                                                                 Exhibit 10.28.1


                   FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

         This First Amendment to Stock Purchase Agreement ("AGREEMENT") is
entered into as of May 20, 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") and John V. Holten ("HOLTEN"). The parties to this Agreement are
sometimes referred to herein as "PARTIES."

                                    RECITALS

         WHEREAS, The Parties are parties to a certain Stock Purchase Agreement
entered into as of May 10, 2004 (the STOCK PURCHASE AGREEMENT").

         WHEREAS, the Parties desire to amend the Stock Purchase Agreement on
the terms 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:

         1.1.  AMENDMENT  Paragraph 5 of the Stock Purchase Agreement is hereby
amended by inserting the following at the end thereof:

             (a) "Anything contained herein to the contrary notwithstanding,
if and when a prepayment of $1 million on the Promissory Notes is made as
contemplated by Section 5(d) above, the Parties shall instruct the Escrow
Agent to release to Steamboat that number of Pledged Shares as are equal to
(i) the amount of $1 million plus an amount of interest thereon determined
at an interest rate of 11.75% per annum, cumulated quarterly, for the
stated term of the Promissory Notes, divided by (ii) the price per share
of the common stock of SPC offered to the public in the IPO. Based upon
the example of the calculation to determine the number of Pledged Shares
which is attached as SCHEDULE A to the Stock Purchase Agreement, and
assuming a $15 per share price for the SPC's common stock in the IPO,
the Parties agree that the number of Pledged Shares to be released would be
84,042 shares. The Parties further agree at the Closing to insert
appropriate terms into the Pledge and Escrow Agreement as are
consistent with the foregoing provision."

         2. NO OTHER AMENDMENTS  Except as expressly provided herein, nothing
in this Amendment shall be deemed to waive or modify any of the provisions
of the Stock Purchase Agreement, which will remain unchanged and in full
force and effect. In the event of any conflict between the Stock Purchase
Agreement and this Amendment, this Amendment shall prevail




         3.  COUNTERPARTS; FAX.  This Amendment 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.


                                   * * * * *




         IN WITNESS WHEREOF, each Party has signed this Amendment as of May 20,
2004:

STANDARD PARKING CORPORATION

By:      /s/ John V. Holten
   -----------------------------------------
      Name: John V. Holten
      Title:   Chairman

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

STEAMBOAT INDUSTRIES LLC

By:      /s/ John V. Holten
   -----------------------------------------
      Name:
            --------------------------------
      Title:
               -----------------------------


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



                                       2