Exhibit 10.2

                                    [FORM OF]
    FIRST AMENDMENT TO THE AMENDED AND RESTATED STOCK OPTION AWARD AGREEMENT

         This First Amendment is made and entered into effective as of the 18th
day of November 2005, by and between Standard Parking Corporation (formerly
known as APCOA/Standard Parking, Inc.), a Delaware corporation (the "Company"),
and _______________ (the "Optionee").
                                    RECITALS

         A. The  Company  and the  Optionee  previously  executed  that  certain
Amended and Restated  Stock Option Award  Agreement  dated January 30, 2002 (the
"Option Agreement"); and

         B. The Company and the Optionee desire to amend the Option Agreement to
extend the time the Optionee may exercise the option  following his  termination
of employment.

         NOW,  THEREFORE,  in  consideration  of the  above  premises,  and  the
following mutual covenants and conditions, the parties agree as follows:

1. Section 5(c) shall be amended to read as follows:

         "(c) If the Optionee's  employment or services terminate for any reason
         other than a reason  specified  in  Section  5(a) or 5(b)  hereof,  the
         Option may be exercised after such termination  until the later of: (i)
         the  fifteenth  (15th)  day of the third  month  after  which,  or (ii)
         December 31 of the calendar year in which, the Optionee's employment or
         services are  terminated.  The  foregoing  notwithstanding,  the Option
         shall not otherwise be exercisable  after the expiration of its term as
         set forth in Section 2 of the Amended Agreement."

         2. All other  provisions  of the Option  Agreement  shall  continue  in
effect in accordance with the terms of the agreement.

         IN WITNESS  WHEREOF,  the parties  have  voluntarily  signed this First
Amendment as of the date set forth below.

Optionee                          Standard Parking Corporation

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

Date:                                     Date:
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