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Exhibit 10.11

RESTRICTED STOCK AWARD AGREEMENT

UNDER THE IMPERIAL PARKING CORPORATION
2000 STOCK INCENTIVE PLAN

Name of Grantee:
No. of Shares:
Purchase Price per Share:      $0.01
Grant Date:
Final Acceptance Date:

Pursuant to the Imperial Parking Corporation 2000 Stock Incentive Plan
(the Plan) as amended through the date hereof, Imperial Parking Corporation
(the Company) hereby grants a Restricted Stock Award (an Award) to the
Grantee named above, who is a Director of the Company. Upon acceptance of this
Award, the Grantee shall be entitled to receive the number of shares of Common
Stock, par value $.01 per share (the Stock) of the Company specified above,
subject to the restrictions and conditions set forth herein and in the Plan.

1. Acceptance of
Award. The Grantee shall have no rights with respect to
this Award unless he or she shall have accepted this Award prior to the close
of business on the Final Acceptance Date specified above by (i) making payment
to the Company by certified or bank check or other instrument acceptable to the
Administrator (as defined in the Plan) of the Purchase Price per Share times
the number of shares to be accepted, and (ii) signing and delivering to the
Company a copy of this Award Agreement. Upon acceptance of this Award by the
Grantee, certificates evidencing the shares of Restricted Stock so accepted
shall be issued in the name of the Grantee and placed in escrow with the
Company, and the Grantees name shall be entered as the stockholder of record
on the books of the Company. Thereupon, the Grantee shall have all the rights
of a shareholder with respect to such shares, including voting and dividend
rights, subject, however, to the restrictions and conditions specified in
Paragraph 2 below.

2. Restrictions and
Conditions.

(a)   Certificates evidencing the shares of Restricted Stock granted herein
shall bear an appropriate legend, as determined by the Administrator in its
sole discretion, to the effect that such shares are subject to restrictions as
set forth herein and in the Plan.

(b)   Shares of Restricted Stock granted herein may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of by the Grantee
prior to vesting.

(c)   If the Grantee voluntarily or involuntarily ceases to be a Director of
the Company for any reason (including death) prior to vesting of shares of
Restricted Stock granted herein, the Company shall have the right, at the
discretion of the Administrator, to repurchase such shares from the Grantee or
the Grantees legal representative at their purchase price. The Company must
exercise such right of repurchase or forfeiture by written notice to the
Grantee or the Grantees legal representative not later than 60 days following
the date the Grantee ceases to be a Director of the Company.

3. Vesting of
Restricted Stock. The restrictions and conditions in
Paragraph 2 of this Agreement shall lapse on [ _____________ ] (the Vesting Date)
and the certificates evidencing the shares of Restricted Stock shall be
released from escrow and delivered to the Grantee. Subsequent to such Vesting
Date, the shares of Stock on which all restrictions and conditions have lapsed
shall no longer be deemed Restricted Stock. The Administrator may at any time
accelerate the vesting schedule specified in this Paragraph 3.

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4. Dividends. Dividends on Shares of Restricted Stock shall be
paid currently to the Grantee.

5. Incorporation of
Plan. Notwithstanding anything herein to the
contrary, this Agreement shall be subject to and governed by all the terms and
conditions of the Plan. Capitalized terms in this Agreement shall have the
meaning specified in the Plan, unless a different meaning is specified herein.

6. Transferability. This Agreement is personal to the Grantee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution.

7. Miscellaneous.

(a)   Notice hereunder shall be given to the Company at its principal place
of business, and shall be given to the Grantee at the address set forth below,
or in either case at such other address as one party may subsequently furnish
to the other party in writing.

(b)   This Agreement does not confer upon the Grantee any rights with
respect to continuation of employment by the Company or any subsidiary.



|                                                                                           
|-------------------------------------------------------------------------------------------
|IMPERIAL PARKING CORPORATION                                                               
|                                                                                           
|                                                                                           
|                                                                                           
|______________________________________
Bruce Newsome
Senior Vice-President, Finance and CFO
|                                                                                           

The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.

Dated: _________________________________



_______________________________________
Grantees Signature

_______________________________________
Address

_______________________________________

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