Exhibit 10.1

                         RATE CAP TRANSACTION AGREEMENT

     This  Agreement  is made as of August 1, 2006 (the  "Trade  Date"),  by and
among LASALLE BANK NATIONAL ASSOCIATION (the "Floating Rate Payer") and STANDARD
PARKING CORPORATION (the "Fixed Rate Payer").

     WHEREAS,  the Fixed Rate Payer desires to enter into an arrangement for the
purpose of limiting  its  interest  expense on certain  existing  floating  rate
liabilities; and

     WHEREAS,  the Floating Rate Payer desires to enter into such an arrangement
with the Fixed Rate Payer;

     NOW, THEREFORE, the parties hereto agree as follows:

     1.       Payment of Fixed Amount. The Fixed Rate Payer agrees to pay to the
Floating  Rate Payer a Fixed Amount USD  300,000.00  on or before August 3, 2006
(the "Fixed Rate Payer Payment  Date"),  in  consideration  of the Floating Rate
Payer  agreeing  to make a payment to the Fixed Rate Payer for each  Calculation
Period (as defined  below)  during  which the Floating  Rate (as defined  below)
exceeds the Cap Rate (as defined below).

     2.       Payment of  Floating Amounts.  The  Floating Rate  Payer agrees to
make a payment of the Floating  Amount (as defined  below) on each Floating Rate
Payer Payment Date (as defined  below) in  immediately  available  funds at such
location  as the Fixed Rate Payer shall  direct.  For each  Floating  Rate Payer
Payment  Date,  the Floating  Rate Payer shall deliver to the Fixed Rate Payer a
notice containing a computation of the Floating Amount payable.

     3.       Definitions.  The definitions and provisions contained in the 2000
ISDA Definitions (as published by the  International  Swap Dealers  Association,
Inc.) are  incorporated  by reference into this  Agreement.  In the event of any
inconsistency  between those  definitions  and  provisions and the provisions of
this Agreement, the provisions of this Agreement shall govern.

              (a)       "Business Day" shall mean  a day on which banks are open
     in New York for the transaction of general  commercial banking business and
     on which  dealings  may be carried on in the  London  interbank  eurodollar
     market.

              (b)       "Calculation Agent" shall mean the Floating Rate Payer.

              (c)       "Calculation  Period"  shall mean  each period from, and
     including, one Floating Rate Payer Payment Date to, but excluding, the next
     following  Floating Rate Payer  Payment  Date,  except that (i) the initial
     Calculation  Period will commence on, and include,  the Effective Date, and
     (ii) the final Calculation Period will end on, but exclude, the Termination
     Date.

              (d)       "Cap Rate" shall mean 5.75%.

              (e)       "Designated Maturity" shall mean 3 Months.

              (f)       "USD"  and  the sign "$"  mean  lawful  currency of  the
     United States of America.

              (g)       "Effective Date" shall mean August 4, 2006.

                                       1
<PAGE>
              (h)       "Floating  Amount"  with   respect  to  any  Calculation
     Period  shall mean an amount  equal to (i) the amount by which the interest
     earned on the Notional  Amount for the  Calculation  Period at the Floating
     Rate would exceed (ii) the amount of interest  which would have been earned
     on the Notional Amount for the Calculation Period at the Cap Rate, all said
     calculations  being  based  on  a  Floating  Rate  Day  Count  Fraction  of
     Actual/360.  (If the amount calculated in clause (i) shall be less than the
     amount   calculated  under  clause  (ii),  the  Floating  Amount  for  said
     Calculation Period shall be zero).

              (i)       "Floating Rate"  means (i)  with  respect to the initial
     Calculation  Period,  the rate  determined for the Floating Rate Option two
     (2)  London  Banking  Days  prior to the  Effective  Date for  value on the
     Effective Date; and (ii) with respect to any subsequent Calculation Period,
     the rate  determined  with  respect to such  period for the  Floating  Rate
     Option.

              (j)       "Floating Rate Option" shall mean USD-LIBOR-BBA

              (k)       "Floating  Rate Payer  Payment  Date" shall mean the 4th
     day of each  November,  February May and August,  commencing on November 4,
     2006  and  ending  on  the  Termination  Date,  subject  to  adjustment  in
     accordance with the Modified Following Business Day Convention.

              (l)       "Notional Amount" shall mean USD 50,000,000.00.

              (m)       "Reset Date" shall mean each Floating Rate Payer Payment
     Date to, but not including, the Termination Date.

              (n)       "Termination Date" shall mean August 4, 2009.

     4.       Representations and Warranties - The Fixed Rate Payer.  The Fixed
Rate Payer hereby represents and warrants to the Floating Rate Payer that:

              (a)       The Fixed Rate Payer is a  corporation validly  existing
     and in good standing under the laws of the jurisdiction of its organization
     and such jurisdiction is a State of the United States of America.

              (b)       The  Fixed  Rate  Payer has the  corporation  power  and
     authority  to own its  property  and assets and to carry on its business as
     currently conducted.

              (c)       The  Fixed  Rate  Payer  has  the  corporation  power to
     execute, deliver and perform this Agreement.

              (d)       The   execution,  delivery   and  performance   of  this
     Agreement  (i) have been duly  authorized  by all  requisite  corporate  or
     organizational action on the part of the Fixed Rate Payer and (ii) will not
     (A) violate (1) any provision of law, (2) the  constitutional  documents of
     the Fixed Rate Payer,  (3) any  applicable  order of any court or agency of
     government or (4) any indenture, agreement or other instrument to which the
     Fixed  Rate Payer is a party or by which the Fixed Rate Payer or any of its
     property or assets is bound, (B) be in conflict with, result in a breach of
     or  constitute  (with due notice or lapse of time or both) a default  under
     any indenture,  agreement or other instrument to which the Fixed Rate Payer
     is a party or by which  the  Fixed  Rate  Payer or any of its  property  or
     assets is bound or (C) result in the  creation or  imposition  of any lien,
     charge or encumbrance of any nature  whatsoever upon any property or assets
     of the Fixed Rate Payer.

                                       2
<PAGE>
              (e)       This Agreement  has been duly executed and  delivered by
     the Fixed Rate Payer and constitutes a legal,  valid and binding obligation
     of the Fixed Rate Payer, enforceable in accordance with its terms (subject,
     as to enforcement of remedies,  to applicable  bankruptcy,  reorganization,
     insolvency or similar laws from time to time in effect).

              (f)       No action,  consent or approval of, or  registration  or
     filing  with,  or any other  action  by any  governmental  agency,  bureau,
     commission  or court has been required in  connection  with the  execution,
     delivery and performance by the Fixed Rate Payer of this  Agreement,  or if
     so required,  such  registration  or filing has been made,  such consent or
     approval has been given or such other appropriate action has been taken.

     5.       Representations  and  Warranties - The  Floating  Rate  Payer. The
Floating Rate Payer hereby represents and warrants to the Fixed Rate Payer that:

              (a)       The  Floating  Rate Payer is a bank organized  or formed
     under the laws of the United States of America.

              (b)       The   Floating   Rate   Payer  has   the   corporate  or
     organizational  power and  authority  to own its property and assets and to
     carry on its business as currently conducted.

              (c)       The   Floating   Rate   Payer  has   the   corporate  or
     organizational power to execute, deliver and perform this Agreement.

              (d)       The   execution,  delivery  and   performance  of   this
     Agreement  (i) have been duly  authorized  by all  requisite  corporate  or
     organizational  action on the part of the Floating Rate Payer and (ii) will
     not (A) violate (1) any provision of law, (2) the constitutional  documents
     of the Floating Rate Payer, (3) any applicable order of any court or agency
     of government or (4) any indenture,  agreement or other instrument to which
     the Floating  Rate Payer is a party or by which the Floating  Rate Payer or
     any of its property or assets is bound, (B) be in conflict with,  result in
     a breach  of or  constitute  (with  due  notice or lapse of time or both) a
     default  under any  indenture,  agreement or other  instrument to which the
     Floating  Rate Payer is a party or by which the Floating  Rate Payer or any
     of its  property  or  assets  is bound or (C)  result  in the  creation  or
     imposition of any lien, charge or encumbrance of any nature whatsoever upon
     any property or assets of the Floating Rate Payer.

              (e)       This  Agreement has been duly executed and delivered by
     the  Floating  Rate  Payer  and  constitutes  a legal,  valid  and  binding
     obligation of the Floating Rate Payer,  enforceable in accordance  with its
     terms (subject,  as to enforcement of remedies,  to applicable  bankruptcy,
     reorganization, insolvency or similar laws from time to time in effect).

              (f)       No action, consent or approval  of, or  registration  or
     filing  with,  or any other  action  by any  governmental  agency,  bureau,
     commission  or court has been required in  connection  with the  execution,
     delivery and performance by the Floating Rate Payer of this  Agreement,  or
     if so required,  such registration or filing has been made, such consent or
     approval has been given or such other appropriate action has been taken.

     6.       Assignment and Transfer. Neither party may assign or transfer its
rights or obligations  under this Agreement without the prior written consent of
the other party and any purported  assignment in violation of this Section shall
be  void;  provided,  however,  that  the  consent  to  transfer  shall  not  be
unreasonably withheld.

                                       3
<PAGE>
     7.       Other Provisions Relating to the Fixed  Amount.  In no event shall
the Fixed  Amount  (or any  portion  thereof)  paid to the  Floating  Rate Payer
pursuant to Section 1 hereof be  refundable,  provided  that  nothing  contained
herein shall be deemed to  constitute a waiver by the Fixed Rate Payer of any of
its rights to collect  damages from, or to enforce other remedies  against,  the
Floating  Rate Payer in the event that the Floating  Rate Payer fails to perform
its obligations hereunder.

     8.       Amendments  and  Waivers.  No  amendment,  modification  or waiver
with respect to this Agreement will be effective  unless in writing and executed
by each of the parties hereto.

     9.       Notices. All notices,  requests and other communications to either
party  hereunder  shall be in  writing  and shall be given to such  party at its
address,  telex or telecopier  number set forth on the signature  page hereof or
such other  address,  telex or  telecopier  number as such  party may  hereafter
specify for the purpose of notice to the other party.

     10.      Termination.  This Agreement  shall  terminate on the  Termination
Date, subject to any applicable  requirement for payment as set forth in Section
2 hereof.

     11.      Governing Law.  THIS  AGREEMENT SHALL  BE CONSTRUED  IN ACCORDANCE
WITH AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK  WITHOUT  REGARD
TO PRINCIPLES OF CONFLICTS OF LAW.

     12.      Authorization  Documents.  Upon the  execution of this  Agreement,
the Fixed  Rate  Payer  shall  promptly  deliver  to the  Floating  Rate  Payer,
certified  evidence of the authority,  incumbency and specimen signature of each
authorized person executing this Agreement on its behalf.

     13.      Account Details:

     Payments to the Floating Rate Payer:         LaSalle Bank National
                                                  Association will debit your
                                                  DDA account #5800155565

     Payments to the Fixed Rate Payer:            LaSalle Bank National
                                                  Association will credit your
                                                  DDA account #5800155565

     14.      Set-off.  Upon the  occurrence  of any  default by the  Fixed Rate
Payer with respect to any  indebtedness  or other  amounts  payable by the Fixed
Rate Payer to the Floating Rate Payer  (irrespective  of the currency,  place of
payment or booking office of the obligation) under any other agreements  between
the  Fixed  Rate  Payer  and  the  Floating  Rate  Payer  or   instrument(s)  or
undertaking(s)  issued or  executed  by one party to, or in favor of,  the other
party, the Floating Rate Payer may at its option (but shall not be obligated to)
reduce such amounts by its setoff of such amounts against any amount(s)  payable
(whether at such time or in the future or upon the  occurrence of a contingency)
by the  Floating  Rate  Payer to the Fixed Rate Payer  hereunder.  For  purposes
hereof, if a payment obligation is unascertained, the Floating Rate Payer may in
good faith  estimate  that  obligation  and  setoff in respect of the  estimate,
subject to an accounting when the obligation is ascertained.

                                       4
<PAGE>
     15.      Relationship  Between the Parties.  Each  party  represents to the
other party that:

              (a)       Non-Reliance.  It is acting for its  own account, and it
     has made its own independent  decisions to enter into this  Transaction and
     as to whether this  Transaction  is appropriate or proper for it based upon
     its own  judgment  and upon  advice  from such  advisors  as it has  deemed
     necessary.  It is not relying on any communication (written or oral) of the
     other party as investment  advice or as a recommendation to enter into this
     Transaction;  it being understood that information and explanation  related
     to the terms and  conditions  of this  Transaction  shall not be considered
     investment advice or a recommendation  to enter into this  Transaction.  No
     communication  (written  or oral)  received  from the other  party shall be
     deemed to be an assurance  or guarantee as to the expected  results of this
     Transaction.

              (b)       Assessment and Understanding. It is capable of assessing
     the merits of and understanding  (on its own behalf or through  independent
     professional advice), and understands and accepts the terms, conditions and
     risks of this Transaction. It is also capable of assuming, and assumes, the
     risks of this Transaction.

              (c)       Status  of Parties.  The other party  is not acting as a
     fiduciary or an advisor to it in respect of this Transaction.

     16.      Waiver of Jury Trial. Each party  irrevocably  waives any  and all
right to trial by jury in any legal  proceeding  instituted in  connection  with
this Agreement or this Transaction to the fullest extent permitted by law. As to
any  matter for which a jury trial  cannot be waived,  each party  agrees not to
assert  any  such  matter  as a cross  claim  or  counterclaim  in,  nor move to
consolidate  the same  with,  any  legal  proceeding  in  which a jury  trial is
waived."

     17.      IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

To help the  government  fight the  funding of  terrorism  and money  laundering
activities,  Federal law requires all financial  institutions to obtain, verify,
and record  information  that  identifies  each  entity or person  that opens an
account.

     When you open an account,  we will ask for the  business'  full legal name,
street address,  and tax  identification  number and other information that will
assist us in  identifying  the business.  We may also ask for other  identifying
information such as your date of birth and a copy of your driver's license.

                                       5
<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly  executed by their  respective  authorized  officers as of the day and year
first above written.

LASALLE BANK NATIONAL ASSOCIATION


By:  /s/ Lily Levin                             By:  /s/ Janet Lewis
     ---------------------------                     ---------------------------
     Name:    Lily Levin                             Name:    Janet Lewis
     Title:   Vice President                         Title:   Vice President

Address:      540 West Madison Avenue
              Suite 2132
              Chicago, IL  60661

Attention:    Treasury Documentation
Facsimile:    312-992-5847
Phone:        312-992-5842


STANDARD PARKING CORPORATION


By:  /s/ G. Marc Baumann
     ---------------------------
     Name:    G. Marc Baumann
     Title:   Chief Financial Officer

Address:      900 N. Michigan
              Suite 1600
              Chicago, IL  60611

Attention:    Marc Baumann
Facsimile:    312-640-8228
Telephone:    312-274-2199

                                       6