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                               EMPLOYMENT CONTRACT


THIS  AGREEMENT made and entered into effective this 28th day of February, 2001,
by  and  between  CENTRAL PARKING SYSTEM, INC., a Tennessee corporation with its
principal place of business in Nashville, Tennessee ("EMPLOYER"), and William J.
Vareschi  ("EXECUTIVE").

     W  I  T  N  E  S  S  E  T  H:

WHEREAS,  EMPLOYER  desires to induce EXECUTIVE to serve as an executive officer
of  EMPLOYER;

WHEREAS,  EXECUTIVE  will  have  access  to  trade  secrets  and  confidential
information  of  EMPLOYER  including,  but not limited to, the terms of, and the
parties to, EMPLOYER's leases, management contracts and other contracts pursuant
to  which  EMPLOYER  operates  its  business,  and  EXECUTIVE has the ability to
influence  the  goodwill  of  EMPLOYER  with  such  parties;

WHEREAS, in consideration of his continued employment at will upon the terms and
conditions hereinafter set forth, and the payment of the amounts hereinafter set
forth,  including  but  not  limited  to, the Termination Amount (as hereinafter
defined),  EXECUTIVE  has  agreed  to  be  bound  by  such terms and conditions,
including  but  not limited to, the restrictive covenants set forth hereinafter;

NOW,  THEREFORE,  in consideration of the mutual covenants contained herein, and
other  good and valuable consideration, the receipt and sufficiency of which are
hereby  acknowledged,  EMPLOYER  and  EXECUTIVE  agree  as  follows:

(1)     TITLE.  Subject  to the terms and conditions of this Agreement, EMPLOYER
does hereby employ EXECUTIVE during the Term (as defined below) as Vice Chairman
and  Chief  Executive  Officer.

(2)     DUTIES.  EXECUTIVE  agrees to serve in such capacity, and to perform all
the  duties  required  thereof.

(3)     COMPENSATION.  During  the  Term,  EMPLOYER  agrees to pay EXECUTIVE for
said  services  a  base salary ("Base Salary") of $600,000 gross per year.  Base
Salary  shall  be  payable  in accordance with the ordinary payroll practices of
EMPLOYER  but  no  less  frequently  than biweekly.  Any increase in Base Salary
shall  be  in  the discretion of EMPLOYER and, as so increased, shall constitute
"Base  Salary"  hereunder.  During  the  Term,  in  addition to his Base Salary,
EXECUTIVE  shall, with respect to each fiscal year beginning on or about October
1,  be  eligible to receive an annual bonus (the "Bonus") in accordance with the
Company's  bonus  program  as  may be in effect from time-to-time, with a target
amount  equal  to  100%  of  Base  Salary;  provided  that  for the fiscal years
beginning  October  1,  2000 and 2001, the Bonus shall not be less than $400,000
(the  "Guaranteed  Bonus")  and  provided further that such Bonus (including the
Guaranteed  Bonus)  for  the  fiscal  year  beginning  October  1, 2000 shall be
prorated  by  a  fraction, the numerator of which is the number of days from the
commencement  of  EXECUTIVE's  employment  through  and including the end of the
current  fiscal  year  and  the  denominator  of which is 365.  Bonus amounts in
excess of 120% of Base Salary and Bonus will be paid in the form of common stock
or  Deferred  Stock  Units  (as  defined  herein)  at the election of EXECUTIVE.
EXECUTIVE  may elect to draw, in advance, up to fifty percent (50%) of the Bonus
through  the  course  of EMPLOYER'S fiscal year.  Should such advance exceed the
amount  actually  due  EXECUTIVE  based on the computation of EXECUTIVE'S Bonus,
EXECUTIVE  agrees  to  repay  the borrowed amount upon notification by EMPLOYER.

     It  is  EMPLOYER'S  policy  that  bonuses  will not be earned by two people
during  a  job change transition period.  Therefore, in reference to EXECUTIVE'S
position,  if  the  outgoing  manager  is  to continue working for EMPLOYER in a
similar position or is promoted, then the outgoing manager will continue to earn
toward a bonus until leaving the current position, and the incoming manager will
not begin to earn toward a bonus until the day after the outgoing manager's last
day  in  the  position.  If the outgoing manager resigns, retires, or is removed
from the position, then the incoming manager will begin to earn toward the bonus
from  the  time  he  or she commences work and the outgoing person will not have
earned  any  bonus  attributable to the period in which he has not worked in the
position.

(4)     ADDITIONAL  COMPENSATION AND BENEFITS.  During the Term, EXECUTIVE shall
be  eligible to participate in any additional compensation and benefits plans or
programs  maintained  by  EMPLOYER  from  time  to  time  in  which other senior
executives  of  EMPLOYER  participate on terms comparable to those applicable to
such  other  senior executives generally (commensurate with EXECUTIVE's position
with  EMPLOYER);  provided,  however,  that  EXECUTIVE  shall  be  eligible  to
participate  in  EMPLOYER's  Deferred  Stock  Unit  Plan  upon  commencement  of
employment.

(5)     STOCK  OPTIONS.  Upon  the  date  of the announcement (the "Announcement
Date")  of  EXECUTIVE's appointment as Vice Chairman and Chief Executive Officer
of  EMPLOYER,  EXECUTIVE  will  receive a grant of 400,000 non-qualified options
(the  "Stock Options") to purchase EMPLOYER's common stock under EMPLOYER's 1995
Incentive  and  Nonqualified  Stock Option Plan for Key Personnel at an exercise
price  equal to $20 per share.  The Stock Options will vest ratably over 4 years
(25%  per year) beginning on the commencement date of EXECUTIVE's employment and
will  have  a  10-year  term from the date of grant.  Upon retirement at age 65,
EXECUTIVE shall be eligible to exercise the vested and unexercised Stock Options
through  the  end  of  the  ten-year term.  In the event of EXECUTIVE's death or
disability,  EXECUTIVE  or  his representative shall be eligible to exercise any
Stock  Options vested on the date of EXECUTIVE's death or disability through the
end  of  the  ten-year  term  and all options that are not vested on the date of
EXECUTIVE's  death  or disability shall be forfeited.  In the event EXECUTIVE is
terminated  without  Cause (as defined herein), EXECUTIVE shall be credited with
two  additional  years of service towards vesting and EXECUTIVE shall have three
years  following  such termination to exercise Stock Options which are vested on
the  termination  date  (subject  to the ten-year term of such options).  In the
case  of  resignation  by  EXECUTIVE, EXECUTIVE shall have 90 days following the
date  of  such  resignation  to  exercise  Stock  Options  which  are vested and
unexercised  on  the date of termination; all Stock Options which are not vested
on the date of such resignation or termination shall be forfeited.  In the event
EXECUTIVE  is  terminated  for Cause, all unexercised options shall be forfeited
upon  such  termination.

(6)     DEFERRED  STOCK  UNITS.  Twenty-four  (24)  months  following  the
Commencement  Date  (the "Grant Date"), EXECUTIVE shall receive 200,000 Deferred
Stock  Units ("DSUs").  EXECUTIVE must be employed on the Grant Date in order to
receive the DSUs.  The DSUs shall be granted subject to the terms and conditions
set  forth  in  Exhibit  A  to  this  Agreement.

(7)     TERM.  EXECUTIVE's  employment  under  this  Agreement shall commence on
April  2, 2001, and continue through September 30, 2003; provided, however, that
the  Term  shall  be  automatically  renewed for a one-year period on October 1,
2003,  and  on each anniversary thereof and, as so renewed, shall constitute the
"Term" hereunder, unless EMPLOYER has notified EXECUTIVE in writing prior to the
thirty-day  period  ending  on the expiration of the then current Term that such
Term shall not be so renewed and that EXECUTIVE's employment shall be terminated
at the expiration of the then current Term.  Notwithstanding the foregoing, this
Agreement  may  be  terminated  at any time by either EMPLOYER or EXECUTIVE upon
thirty  days'  prior  written notice (except that such notice is not required in
the  event  EXECUTIVE's  employment is terminated for Cause (as defined below));
provided,  however,  EMPLOYER  retains  in  its  sole  discretion  the option to
substitute  for the thirty (30) days' written notice of termination an amount of
pay  equal  to  30  days,  with  normal  withholdings, as pay in lieu of notice.
Notwithstanding  any  of the foregoing, Sections 10, 11, 12, 13, 14 and 15 shall
survive  the  termination  of  this  Agreement.

(8)     EXTENT  OF  SERVICES.  EXECUTIVE  shall  devote his entire attention and
energy  to  the business and affairs of EMPLOYER and shall not be engaged in any
other  business  activity,  whether or not such business activity is pursued for
gain,  profit  or  other  pecuniary  advantage,  unless  EMPLOYER  consents  to
EXECUTIVE's  involvement  in such business activity in writing. This restriction
shall  not  be  construed as preventing EXECUTIVE from investing his assets in a
form  or  manner  that will not require EXECUTIVE's services in the operation of
any  of  the  companies  in  which  such  investments  are  made.

(9)     TERMINATION  OF  EMPLOYMENT.

9.1     Termination  Without  Cause;  Resignation  for Good Reason.  (a)  In the
        ----------------------------------------------------------
event  that  EXECUTIVE's employment is terminated (i) by EMPLOYER other than for
Cause  (as  defined  below),  including without limitation a termination of this
Agreement  pursuant  to a notice by EMPLOYER that the then current Term will not
be  renewed,  and  other  than  as  a  result  of EXECUTIVE's death or Permanent
Disability  (as defined below), or (ii) by EXECUTIVE for Good Reason (as defined
below);  and  such  termination  occurs  other  than  during the two-year period
following  a  Change in Control (as defined herein), EXECUTIVE shall receive the
following  amounts:

          (i)     a  cash lump sum payment in respect of EXECUTIVE's Base Salary
earned  but  not yet paid (the "Compensation Payment"), in each case through the
effective  date  of  such  termination;

          (ii)     such  payments,  if  any, under applicable plans or programs,
including  but not limited to those referred to in Section 4 hereof, to which he
is  entitled  pursuant  to  the  terms  of  such  plans  or  programs;

          (iii)     an  amount  (the "Termination Amount") equal to two years of
EXECUTIVE's  Base  Salary;  and

          (iv)     the  Bonus  in  respect  of  the  fiscal  year  in  which his
termination of employment occurs, prorated by a fraction, the numerator of which
is the number of days from the beginning of the then current fiscal year through
and  including  the date of his termination and the denominator of which is 365,
less  any  amounts  drawn  in  advance  under  Section  3  of  this  Agreement.

          (b)     The  Compensation  Payment  shall  be  paid  by  EMPLOYER  to
EXECUTIVE  within  thirty  (30)  days  after  the  termination  of  EXECUTIVE's
employment  by check payable to the order of EXECUTIVE or by wire transfer to an
account  specified  by  EXECUTIVE.  The  Termination  Amount shall be payable in
equal  installments  during  the  two-year  period  following  termination  of
employment in accordance with the ordinary payroll practices of EMPLOYER, but no
less  frequently  than  bi-weekly.  The Bonus shall be paid following the end of
the  fiscal  year  in which EXECUTIVE's employment terminated in accordance with
EMPLOYER's  ordinary  practices,  but in no event later than December 15 of such
year.  Notwithstanding anything else herein to the contrary, EXECUTIVE shall not
be  entitled  to  receive the Termination Amount in the event he violates any of
the  covenants  set  forth  in  Sections  10  or  11  of  this  Agreement.

          (c)     For  purposes  of  this  Agreement, "Good Reason" shall mean a
reduction  by  EMPLOYER  in excess of fifteen (15%) in the amount of EXECUTIVE's
Base  Salary  or  Bonus Potential (as defined below) unless the reduction in the
amount  of  Bonus Potential is part of a program in which the Bonus Potential of
at  least  ninety percent (90%) of the senior executives of EMPLOYER is reduced.
Bonus  Potential  means the amount of Bonus EXECUTIVE would earn if he meets the
budget  objectives  or other objectives as may be set forth in the bonus plan as
amended  from  time-to-time.  It  is  understood that the actual amount of Bonus
earned  by  EXECUTIVE  can vary from year to year depending upon performance and
such  variance, regardless of amount, shall not constitute "Good Reason."  It is
further understood that the amount of EXECUTIVE's Bonus Potential may be reduced
for  factors  such as the closure or loss of cities or locations, sale of cities
or  properties,  or  as  a  result  of  economic  conditions  and  that any such
reduction,  regardless  of  amount,  shall  not  constitute  "Good  Reason."

     9.2     Permanent Disability.  In the event that EXECUTIVE becomes disabled
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during  the  Term  to  an extent which entitles him to benefits under EMPLOYER's
long-term  disability  benefit  plan  applicable  to  senior  executive officers
generally  as in effect on the date hereof ("Permanent Disability"), Executive's
employment  shall  terminate  automatically,  and  EXECUTIVE  shall  receive  or
commence  receiving,  as  soon  as  practicable:

          (i)     amounts  payable  pursuant  to  the  terms  of  a  long-term
disability  insurance  policy  or  similar  arrangement which EMPLOYER maintains
during  the  Term;

          (ii)     the  Compensation  Payment;

          (iii)     such  payments,  if any, under applicable plans or programs,
including  but not limited to those referred to in Section 4 hereof, to which he
is  entitled  pursuant  to  the  terms  of  such  plans  or  programs;  and

          (iv)     the  Bonus  in  respect  of  the  fiscal  year  in  which his
termination  occurs prorated by a fraction, the numerator of which is the number
of days from the beginning of the then current fiscal year through and including
the  date  of  his  termination  and  the  denominator of which is 365, less any
amounts  drawn  in  advance  under  Section  3  of  this  Agreement.
 .

     9.3     Death.  In  the  event  of  EXECUTIVE's  death  during  the  Term,
             -----
EXECUTIVE's  employment shall terminate automatically, and EXECUTIVE's estate or
designated  beneficiaries  shall  receive  or  commence  receiving,  as  soon as
practicable:

          (i)     any  death benefits provided under the employee benefit plans,
programs and practices referred to in Section 4 hereof, in accordance with their
terms;

          (ii)     the  Compensation  Payment;

          (iii)     such  payments,  if any, under applicable plans or programs,
including  but  not  limited  to those referred to in Section 4 hereof, to which
EXECUTIVE's  estate  or  designated  beneficiaries  are entitled pursuant to the
terms  of  such  plans  or  programs;  and

          (iv)     the  Bonus  in  respect of the fiscal year in which his death
occurs,  prorated  by  a  fraction, the numerator of which is the number of days
from  the  beginning  of  the then current fiscal year through and including the
date of his death and the denominator of which is 365, less any amounts drawn in
advance  under  Section  3  of  this  Agreement.

     9.4     Resignation  Without  Good  Reason.  In  the event that EXECUTIVE's
             ----------------------------------
employment  is terminated by EXECUTIVE other than for Good Reason and other than
as  a  result  of  EXECUTIVE's  death  or  Permanent Disability, EXECUTIVE shall
receive  the  following  amounts:

(i)     the  Compensation  Payment;

(ii)     such  payments,  if  any, under applicable plans or programs, including
but  not  limited  to  those  referred  to  in  Section 4 hereof, to which he is
entitled  pursuant  to  the  terms  of  such  plans  or  programs;  and

(iii)     the  Bonus  in  respect of the fiscal year in which his termination of
employment  occurs, prorated by a fraction, the numerator of which is the number
of days from the beginning of the then current fiscal year through and including
the  date  of  his  termination  and  the  denominator of which is 365, less any
amounts  drawn  in  advance  under  Section  3  of  this  Agreement.

     9.5     Termination  for Cause.  EMPLOYER shall have the right to terminate
             -----------------------
the employment of EXECUTIVE for Cause.  In the event that EXECUTIVE's employment
is terminated by EMPLOYER for Cause, EXECUTIVE shall only be entitled to receive
the  following  amounts  and  shall  not be entitled to the payment of any other
compensation  otherwise  included  under  this  Agreement:

          (i)     the  Compensation  Payment;  and

          (ii)     such  payments,  if  any, under applicable plans or programs,
including  but not limited to those referred to in Section 4 hereof, to which he
is  entitled  pursuant  to  the  terms  of  such  plans  or  programs.

After  the  termination  of  EXECUTIVE's  employment under this Section 9.5, the
obligations  of  EMPLOYER  under  this Agreement to make any further payments or
provide  any  benefits  specified herein, to EXECUTIVE shall thereupon cease and
terminate.

     For  purposes  of  this  Agreement,  "Cause"  shall  be  defined as (i) the
commission  by  EXECUTIVE  of  an  act  involving  theft, embezzlement, fraud or
intentional mishandling of EMPLOYER funds; (ii) conviction of a criminal offense
which  adversely  affects  EXECUTIVE's  job-related  responsibilities;  (iii)  a
violation  by  EXECUTIVE of the covenants set forth in Sections 10 or 11 of this
Agreement;  or (iv) EXECUTIVE's deliberate and intentional continuing refusal to
substantially  perform  his  duties  and obligations, which continues beyond ten
days  after  a  written  demand  for  substantial  performance  is  delivered to
EXECUTIVE  by  EMPLOYER.

     9.5.     Termination Without Cause or Resignation for Good Reason Following
a  Change  in  Control.    (a)  In  the  event  that  EXECUTIVE's  employment is
terminated  within the two-year period following a Change in Control (as defined
below)  (i)  by  EMPLOYER  other  than for Cause, including without limitation a
termination  of  this  Agreement  pursuant to a notice by EMPLOYER that the then
current  Term  will  not  be  renewed,  or  (ii)  by  EXECUTIVE for Good Reason,
EXECUTIVE  shall  receive  the  following  amounts:

          (i)     the  Compensation  Payment;

          (ii)     the  Termination  Amount;

          (iii)     such  payment,  if  any, under applicable plans or programs,
including  but not limited to those referred to in Section 4 hereof, to which he
is  entitled  pursuant  to  the  terms  of  such  plans  or  programs;

          (iv)     the  Bonus  in  respect  of  the  fiscal  year  in  which his
termination of employment occurs, prorated by a fraction, the numerator of which
is  the number of days from the beginning of the current fiscal year through and
including  the date of his termination and the denominator of which is 365, less
any  amounts  drawn  in  advance  under  Section  3  of  this  Agreement;  and

          (v)     two  years  of  health  and  welfare benefits from the date of
termination.

With  regards to the DSUs granted to EXECUTIVE under Section 6 of this Agreement
and  the  Stock  Options granted to EXECUTIVE under Section 5 of this Agreement,
any  DSUs  or  Stock  Options  not  assumed  or  substituted  by  the  surviving
corporation  in  a  transaction  resulting  in  a Change in Control shall become
immediately  vested  and,  in the case of DSUs, shall be paid out immediately in
stock,  and  in  the  case  of  options,  shall  be  immediately  exercisable.

     (b)     For  purposes of this Agreement, "Change in Control" shall mean the
first  to  occur  of  the  following  events:

          (i)     the  consummation  of  a  plan  of liquidation with respect to
EMPLOYER;

          (ii)     the  sale or other divestiture of all or substantially all of
the  assets  (excluding the sale of assets in the ordinary course of business or
sale  and  leaseback  transactions  or  other  transactions  that  are primarily
financing  transactions)  of  EMPLOYER or of EMPLOYER and its direct or indirect
majority-owned  subsidiaries;

          (iii)     the acquisition by any person or affiliated group of persons
as  defined  in  Section  13(d)(3)  of  the  Securities Exchange Act of 1934, as
amended  (the  "1934  Act")  (other  than  Monroe Carell, Jr. and members of the
Carell  family,  related entities, affiliates, and trusts or foundations created
by  or for any of the foregoing) of common stock of EMPLOYER so that such person
or  affiliated group shall become the beneficial owner, as defined in Rule 13d-3
of the 1934 Act, directly or indirectly, of a majority of the outstanding voting
stock  of  EMPLOYER;  or

          (iv)     the  consummation  of  a  consolidation or merger of EMPLOYER
with  another  corporation,  unless  the  consummation  of such consolidation or
merger  would  result  in  the  stockholders of EMPLOYER immediately before such
consolidation  or merger owning, in the aggregate, more than fifty percent (50%)
of  the  outstanding voting stock of the surviving entity immediately after such
consolidation  or  merger.

9.6.     Excise  Tax  Indemnification.     If  the  Internal  Revenue  Service
asserts,  or  if  EXECUTIVE  or  EMPLOYER  is advised in writing by a "Big Five"
accounting  firm,  that any payment in the nature of compensation to, or for the
benefit  of,  EXECUTIVE  from  the  EMPLOYER  (or  any  successor  in  interest)
constitutes  an  "excess  parachute  payment" under section 280G of the Internal
Revenue  Code,  whether  paid pursuant to this Agreement or any other agreement,
and  including  property  transfers  pursuant  to  securities and other employee
benefits  that  vest  upon a change in the ownership of effective control of the
EMPLOYER  (collectively, the "Excess Parachute Payments") the EMPLOYER shall pay
to  EXECUTIVE,  on  demand,  a  cash  sum  sufficient (on a grossed-up basis) to
indemnify EXECUTIVE and hold him harmless from the following (the "Tax Indemnity
Payment"):

          (i)     the  amount  of  excise tax under section 4999 of the Internal
Revenue  Code  on the entire amount of the Excess Parachute Payments and all Tax
Indemnity  Payments  to  EXECUTIVE  pursuant  to  this  Section  9.6;

          (ii)     the  amount  of all estimated local, state and federal income
taxes  on  all  Tax Indemnity Payments to EXECUTIVE pursuant to this Section 9.6
(determined  in  each  case  at  the  highest  marginal  tax  rate);  and

          (iii)     the  amount  of  any  fines, penalties or interest that have
been  or  potentially  will  be, assessed in respect of any excise or income tax
described  in  the  preceding  clauses  (i)  or  (ii);  so the amounts of Excess
Parachute Payments received by EXECUTIVE will not be diminished by an excise tax
imposed  under  section 4999 of the Internal Revenue Code or by any local, state
or  federal income tax payable in respect of the Tax Indemnity Payments received
by  EXECUTIVE  pursuant  to  this  Section  9.6.


(10)     RESTRICTIVE  COVENANTS.

     10.1.     Covenant  Not-to-Compete.     During  the  term of this Agreement
and  for  a  period of two (2) years after termination of employment (or two (2)
years  after  EMPLOYER is granted injunctive relief to enforce the provisions of
this  Section, whichever is later), EXECUTIVE shall not, directly or indirectly,
either  as  an individual for his own account or as a consultant, partner, joint
venturer,  employee, agent, officer, director or shareholder, engage in the same
or  similar  business  of  EMPLOYER  or  any  of  its  parents,  subsidiaries,
partnerships,  joint  ventures,  affiliates  or  related companies (collectively
referred to hereinafter as "Affiliated Entities") within fifty (50) miles of the
perimeter  of any county or any independent city in which he is rendering or has
rendered  services  to  or  for  EMPLOYER  during  the  one-year period prior to
termination  of  his  employment.

     10.2     Non-solicitation  and Other Covenants.     During the term of this
Agreement  and for a period of two (2) years after termination of employment (or
two  (2)  years  after  EMPLOYER  is  granted  injunctive  relief to enforce the
provisions  of  this Section, whichever is later), EXECUTIVE shall not, directly
or  indirectly,  either as an individual for his own account or as a consultant,
partner,  joint  venturer,  employee,  agent,  officer, director or shareholder:

          (i)     solicit  or  attempt  to  solicit  any  clients,  customers or
landlords  of EMPLOYER or any of its Affiliated Entities existing on the date of
EXECUTIVE's  termination with the intent or purpose to perform services for such
clients,  customers or landlords which are the same or similar to those provided
by  EMPLOYER  or  any  of  its  Affiliated  Entities, or encourage or attempt to
encourage  any such clients, customers or landlords to not continue or otherwise
modify  adversely  its  business  relationship  with  EMPLOYER or its Affiliated
Entities;

          (ii)     enter  into  any  lease,  sublease,  license  agreement,
services agreement, option agreement, management or operating agreement relating
to,  or  otherwise  acquire  any  rights  with  respect  to,  any of the parking
facilities  managed or operated by EMPLOYER or any of its Affiliated Entities on
the  date  of  EXECUTIVE's  termination;  or

          (iii)     engage,  hire, solicit or attempt to solicit for the purpose
of  hiring  or  engaging,  as  an  employee,  agent,  consultant,  independent
contractor,  or  in  any  other  capacity,  any  of EMPLOYER's or its Affiliated
Entities'  employees  or  consultants.

EXECUTIVE  acknowledges  and  agrees that the provisions of Sections 10 or 11 of
this  Agreement  are  intended  to  protect  EMPLOYER's  interest  in  certain
confidential  information and established landlord, client and other contractual
relationships  and goodwill and that such provisions are reasonable and valid in
geographical  and  temporal  scope  and  in  all  other  respects.

(11)     CONFIDENTIAL  INFORMATION.  EXECUTIVE  acknowledges and agrees that all
information  of a technical or business nature, such as know-how, trade secrets,
business  plans,  data processes, techniques, financial information, information
regarding  clients,  customers, landlords, suppliers, consultants, joint venture
partners  and  employees,  contracts,  leases,  inventions,  sales and marketing
concepts,  discoveries,  formulae,  patterns,  and  devices  (collectively,  the
"Confidential  Information'')  acquired  by  EXECUTIVE  in  the  course  of  his
employment under this Agreement is valuable proprietary information of EMPLOYER.
EXECUTIVE  agrees that such Confidential Information, whether in written, verbal
or  model  form,  shall  not  be  disclosed  to anyone outside the employment of
EMPLOYER  without EMPLOYER's written consent unless the Confidential Information
has  been  made  generally  available  to  the  public  through  no fault of the
EXECUTIVE.

(12)     RETURN OF COMPANY PROPERTY.  Upon termination of EXECUTIVE's employment
with  or  without  Cause,  EXECUTIVE  shall  immediately  return  and deliver to
EMPLOYER  and  shall  not  retain  any originals or copies of any books, papers,
price  lists,  customer  contracts,  bids,  customer  lists,  files,  notebooks,
computer  files,  computer  hardware  or  software,  or  any  other documents or
computer  records  which  are  company  property,  which  contains  Confidential
Information,  or  which  otherwise  relate  to EXECUTIVE's performance of duties
under  this  Agreement.  EXECUTIVE further acknowledges and agrees that all such
documents  and  computer  records  are  EMPLOYER's  sole and exclusive property.

(13)     NOTICE.  All  notices,  demands and communications required, desired or
permitted  to be given hereunder shall be in writing and shall be deemed to have
been  duly  given on the date received, if delivered personally, or on the third
day  after  mailing,  if  sent  by  registered or certified mail, return receipt
requested,  postage  prepaid,  and addressed to the parties at the addresses set
forth  below or to such other person at such location as either party hereto may
subsequently  designate  in  a  similar  manner:

          EMPLOYER:                                EXECUTIVE:
Central  Parking  System,  Inc.               William  J.  Vareschi
2401  21st  Avenue  South,  Suite  200        Horizons  at  Bonita  Bay  #1501
Nashville,  Tennessee  37212                  4731  Bonita  Bay  Boulevard
Attn:  Monroe  J.  Carell,  Jr.               Bonita  Springs,  Florida  34134

(14)     CONSTRUCTION  OF  AGREEMENT.  This  Agreement  shall  be  interpreted,
construed  and  governed by and under the laws of the State of Tennessee without
reference  to  the  choice  of  law  doctrine  of  such  state,  and  EXECUTIVE
unconditionally  submits  to the jurisdiction of the courts located in the State
of  Tennessee  in all matters relating to or arising from this Agreement, except
to the extent that an issue is subject to the arbitration clause set out herein.


<PAGE>
a.          If  any  provision  or  clause  of this Agreement or the application
thereof  to  either  party  is  held  to  be  invalid  by  a  court of competent
jurisdiction, then such provision shall be severed herefrom, and such invalidity
shall  not  affect  any  other provision of this Agreement, the balance of which
shall  remain  and  have  its  intended  full  force  and  effect.

b.          In  the  event  that  the  provisions  of  Sections 10 or 11 of this
Agreement  shall  ever  be  deemed  to  exceed  the  time or geographical limits
permitted  by  applicable  law,  then  such  provisions shall be reformed to the
maximum  time  and  geographical  limits  permitted  by  applicable  law.

c.          References  herein  to  "Sections" or "Subsections" mean the various
sections  and  subsections  of  this  Agreement.  The headings and titles of the
sections  of  this  Agreement  are  not  a  part  of this Agreement, but are for
convenience  only and are not intended to define, limit or construe the contents
of  the  various  sections.  The  term  "including"  means  including,  without
limitation,  unless  the  context  clearly  indicates  otherwise.

d.          If  EXECUTIVE  defaults  in  the  performance  of  the  covenants,
agreements,  or  other  obligations  described  in  Sections  10  or  11 of this
Agreement,  then  in  addition  to  any  and  all other rights or remedies which
EMPLOYER  may  have  against  the EXECUTIVE, (i) EXECUTIVE will be liable to and
will  pay  to  EMPLOYER a sum equal to EMPLOYER's court costs and the reasonable
fees  of  its  attorneys  and  their  support  staff  incurred  in enforcing the
covenants, agreements and other obligations set out in Sections 10 or 11 of this
Agreement; and (ii) EMPLOYER shall be entitled to discontinue the payment of the
Termination  Amount  and any other amounts payable hereunder and to institute an
action  to recover any portion of the Termination Amount already paid under this
Agreement.

e.     EXECUTIVE  acknowledges  and  agrees  that  it  is  impossible to measure
completely in money the damages which will accrue to EMPLOYER if EXECUTIVE shall
breach or be in default of the provisions set forth in Sections 10 or 11 of this
Agreement.  Accordingly,  if  any  action  or  proceeding is instituted by or on
behalf  of  EMPLOYER  to  enforce  any  provisions  in Sections 10 or 11 of this
Agreement,  EXECUTIVE  hereby  waives any claim or defense thereto that EMPLOYER
has  an  adequate  remedy at law or that EMPLOYER has not been, or is not being,
irreparably  injured  thereby.  The  rights and remedies of EMPLOYER pursuant to
this  section are cumulative, in addition to, and shall not be deemed to exclude
any  other right or remedy which EMPLOYER may have pursuant to this Agreement or
otherwise,  at  law  or in equity, including, without limitation, the rights and
remedies  available  to  EMPLOYER  under  Tennessee  statutory  or  common  law.

(15)     ARBITRATION.  EXECUTIVE and EMPLOYER knowingly and voluntarily agree to
submit to binding arbitration any claims, disputes, or controversies arising out
of  or  relating  to  this employment relationship or this Agreement, or alleged
breach  thereof,  including  any  present  or  future  claim  of  employment
discrimination  by  EXECUTIVE  under  either  federal  or  state  law.  Although
workers'  compensation  issues  are  not  within  the  scope  of this provision,
workers'  compensation  retaliation  claims  are  intended  to  be  arbitrable.
Arbitration  shall serve as the exclusive forum for claims described above, with
the  exception  that  EMPLOYER  need  not  submit issues relating to a breach or
threatened  breach  of  Sections  10  or  11  to  arbitration.

Any  arbitration  under  this  Section  must be instituted within the applicable
statute  of  limitations  governing the dispute under state or federal law.  The
laws  of  the  State  of  Tennessee  shall  govern  all  issues relating to such
arbitration,  including but not limited to, the applicability and enforceability
of  this  arbitration provision, without reference to the choice of law doctrine
of  such state.  Such arbitration shall be conducted in Nashville, Tennessee (or
such  other  location  designated  by EMPLOYER) in accordance with the governing
rules of the Federal Mediation and Conciliation Service ("FMCS") then in effect,
except  for  any  rule  in  conflict  with this Section.  If for any reason FMCS
cannot  provide a panel from which to select an arbitrator, EMPLOYER may utilize
any  other  arbitrator  selection  services,  including the American Arbitration
Association.  One  arbitrator  shall  be  selected,  using an alternating-strike
method,  from  a  list  of arbitrators provided by FMCS.  EXECUTIVE and EMPLOYER
will  have  the right of representation of their own choosing at such hearing as
well  as the right to present and cross examine witnesses and to submit relevant
evidence.  Both  parties  shall have the right, unless waived at the hearing, to
file  a  post-hearing  brief  and  the  selected arbitrator shall not limit this
right.  Judgment  may  be  entered  on  the  arbitrator's  award in any court of
competent  jurisdiction.

The arbitrator shall have full and complete power to settle any claim presented,
including any federal or state claim of employment discrimination or retaliation
by  EXECUTIVE,  and  to  fashion an appropriate remedy.  However, the arbitrator
shall  not  have  the  power  to amend or modify this Agreement.  In any dispute
concerning  the  termination  of  EXECUTIVE,  the  arbitrator  may  not  award
reinstatement  or any other remedy unless he or she determines that EMPLOYER was
not  entitled  to  terminate EXECUTIVE under this Agreement.  Fees and costs for
the  arbitration  will be split equally between the parties; however, each party
will  be  responsible  for  their  own  attorney's  fees.

(16)     ENTIRE AGREEMENT.  This Agreement contains the entire agreement between
the  parties  hereto with respect to the subject matter hereof, and there are no
understandings,  representations  or  warranties of any kind between the parties
except  as  expressly  set  forth  herein.


<PAGE>

    Page  16
(17)     NO  ORAL  NOTIFICATION.  This Agreement may not be modified except by a
writing  duly  signed  by  both  parties  hereto.

(18)     NO  ASSIGNMENT.  Neither  this Agreement nor any right or obligation of
EXECUTIVE  hereunder  may  be  assigned  by  EXECUTIVE without the prior written
consent  of  EMPLOYER.  Subject  thereto,  this  Agreement and the covenants and
conditions  herein  contained shall inure to the benefit of and shall be binding
upon  the  parties hereto and their respective successors and permitted assigns.

(19)     All  references  herein  to payment or sums of money shall mean in U.S.
currency  only. All references herein to calendar year, month, week or day shall
mean  the  calendar  and  parts  thereof  as observed in the U.S. All references
herein  to  date  and time shall mean the date and time in Nashville, Tennessee.

(20)     This  Agreement  may be executed in any number of counterparts, each of
which  shall be deemed an original and all of which shall constitute one and the
same  agreement.

(21)     The waiver by either party of a breach or default by the other party of
any provision of this Agreement shall not operate or be construed as a waiver of
any  other,  continuing  or  subsequent  breach  or  default  by  such  party.

WITNESS  our  hands  the  day  and  date  first  above  written.

EMPLOYER:                                           EXECUTIVE:
CENTRAL  PARKING  SYSTEM,  INC.

         /s/ Monroe J. Carell                     /s/ William J. Vareschi
        --------------------------------         -------------------------------
             Monroe J. Carell                         William J. Vareschi

Title:     Chairman of the Board
          ------------------------