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                                                                   EXHIBIT 10.21



                         LIMITED PARTNERSHIP AGREEMENT


     THIS LIMITED PARTNERSHIP AGREEMENT made and entered into as of this
eleventh day of August, 1999, by and between CPS of the Northeast, Inc., a
Tennessee corporation ("CPS"), and Arizin Ventures, L.L.C., a Delaware limited
liability company ("Arizin").

                              W I T N E S S E T H

     WHEREAS, the parties desire to form a limited partnership to facilitate
their mutual goal of identifying and securing new leases and contracts for the
operation and management of parking facilities;

     WHEREAS, the parties have determined that it is in their best interests
to conduct business as a partnership, and to form a limited partnership for the
purposes set forth herein, and desire to evidence their mutual rights and
obligations in this Agreement.

     NOW, THEREFORE, the parties hereto agree as follows:


                                   ARTICLE I

                           FORMATION, NAME, PRINCIPAL
                               PLACE OF BUSINESS

1.1  FORMATION.

     The Partners hereto hereby form and enter into a limited partnership under
and pursuant to the laws of the State of Tennessee, subject to the terms and
conditions contained in this Partnership Agreement.

1.2  NAME.

     The name of the Partnership shall be "Northeast Limited Partnership". The
Partnership may adopt and conduct its business under such assumed or trade
names as the Partners may from time to time unanimously determine.

1.3  PRINCIPAL PLACE OF BUSINESS.

     The principal place of business of the Partnership shall be 2401
Twenty-First Avenue South, Suite 200, Nashville, Tennessee 37212. The business
of the Partnership also may be conducted at such other or additional place or
places as may be designated by all of the Partners.
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1.4  CERTAIN DEFINITIONS.

     As used herein, the following terms shall have the indicated meanings:

(a)  "Katz" refers to Lewis Katz.

(b)  "Partnership" means the partnership created by this Agreement.

(c)  "Partners" means collectively, and "Partner" means individually, CPS and
     Arizin, together with any additional partners admitted pursuant to the
     provisions of this Agreement.

(d)  "General Partner" means CPS.

(e)  "Limited Partner" means Arizin.

(f)  "Plurality in Interest" means Partners owning a Percentage Interest of 30%
     or more of the Partnership.

(g)  "Percentage Interest" shall have the meaning set forth in Section 4.2.



                                   ARTICLE II

                     PURPOSE, SCOPE, POWERS AND MANAGEMENT

2.1  PURPOSE.

     The purpose and business of the Partnership shall be:

(a)  To own, lease, operate and manage parking and storage facilities for
     automobiles and other motor vehicles, which facilities shall include those
     set forth on Exhibit I hereto and any other facilities and management
     agreements and renewals thereof with respect to which CPS or any affiliate
     thereof has requested Katz' assistance and with respect to which, after the
     date hereof, Katz is instrumental in bringing to the Partnership and the
     Partnership so acquires or leases;

(b)  To enter into and to perform contracts and agreements of any kind
     necessary to, in connection with, related to or incidental to the purposes
     specified in subsection (a) above;


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     (c)  To borrow money for any Partnership purposes and in connection
          therewith to issue notes, debentures and other evidences of
          indebtedness and to secure the same and to hypothecate any, all or
          substantially all of the properties and assets of the Partnership by
          mortgage, deed of trust, pledge or other lien in furtherance of the
          foregoing purposes of the Partnership; and

     (d)  To carry on any other activities necessary to, in connection with, or
          incidental to, the accomplishment of the foregoing purposes of the
          Partnership.

2.2  POWERS AND LIMITATIONS.

     The following acts may be done only with the unanimous written consent of
all the Partners:

     (a)  Borrow money in the Partnership's name;

     (b)  Acquire, by purchase, lease or otherwise, interests in real or
          personal property;

     (c)  Transfer, hypothecate, compromise or release any Partnership claim,
          except on payment in full or in the ordinary course of business;

     (d)  Sell, lease or hypothecate any Partnership property or enter into any
          contract for such purposes;

     (e)  Any act in contravention of this Agreement;

     (f)  Any act which would make it impossible to carry on the ordinary
          business of the Partnership;

     (g)  Confess a judgment against the Partnership;

     (h)  Possess Partnership property or assign a Partner's rights in specific
          Partnership property for other than a Partnership purpose;

     (i)  Admit a person as a Partner;

     (j)  Act on behalf of the Partnership, except to the extent that the
          ability to do so is delegated to the General Partner in this
          Agreement or by law; or

     (k)  Amend this Agreement; or


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          (l)  The entry by the Partnership into any transaction with, or the
               payment by the Partnership of any fees or compensation to, any
               Partner or any affiliate of any Partner except as specifically
               provided in this Agreement.

2.3  MATERIAL CONTRACTS.

     All Material Contracts (as defined below) must bear the signature of CPS,
by its duly authorized officer, as the General Partner. For purposes of this
agreement, "Material Contracts" is defined as all leases of real property,
contracts providing for the management or operation of parking facilities and
any other contracts providing for the payment or receipt of more than $10,000.

2.4  DUTIES OF GENERAL PARTNER.

     CPS shall serve as General Partner of the Partnership and as such shall
manage the day-to-day operations of the Partnership with respect to all parking
facilities leased, managed or operated by the Partnership. The General Partner
may employ third parties to perform such functions as are not assigned to
either of the Partners.

2.5  DUTIES OF KATZ.

     Katz agrees to seek new business opportunities for the Partnership in the
form of leases of, or contracts to manage or operate, parking facilities, and
shall present all such opportunities to the Partnership.

2.6  PERFORMANCE BONDS.

     In the event the General Partner obtains and itself pays for a Performance
Bond in connection with any of the Partnership's operations, the General
Partner shall be paid a fee by the Partnership equal to the cost of the bond.

                                  ARTICLE III
                                    CAPITAL

3.1  INITIAL CAPITAL CONTRIBUTIONS.

     No Partner shall be required to make an initial contribution to the
capital of the Partnership.

3.2  ADDITIONAL CAPITAL CONTRIBUTIONS.


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     In the event the cash receipts of the Partnership are insufficient to meet
the cash needs of the Partnership for operating expenses, debt service, or any
other current expense or obligation, each of the Partners shall contribute the
funds necessary therefor according to its Percentage Interest (as defined in
Section 4.2) within five (5) days of a call for a contribution by a Plurality in
Interest of the Partners.

     If any Partner is unwilling or unable to make such contribution, the other
Partner may, at its option, advance the funds on behalf of the non-contributing
Partner. Advances on behalf of a non-contributing Partner shall be considered
loans to the non-contributing Partner and shall not increase the capital account
of the contributing Partner. The amount advanced to a non-contributing Partner
shall be considered a loan payable, together with interest at the rate of ten
percent (10%) per annum, or one percent (1%) above the prime lending rate of
Bank of America, N.A., whichever rate is greater. Any partnership distributions
of Cash Flow (as defined in Section 4.4, below) which would otherwise have been
made to the non-contributing Partner shall be first used to pay accrued interest
on advances, and then to repay the advances made on behalf of the
non-contributing Partner before any distributions are received by the
non-contributing Partner.

3.3  WITHDRAWAL AND RETURN OF CONTRIBUTIONS.

     No Partner shall have the right to demand the return of or otherwise
withdraw its contribution or to receive any funds or property of the Partnership
except as specifically provided in this Agreement.

3.4  CAPITAL ACCOUNTS.

     A capital account shall be established on the books of the Partnership for
each Partner, which capital account shall be maintained in accordance with
Section 704(b) of the Internal Revenue Code of 1986 as amended (the "Code") and
the U.S. Treasury Regulations promulgated thereunder. The capital account of a
Partner shall be credited with the amounts of such Partner's capital
contributions when made and share of net profits of the Partnership and shall be
charged with the amount of all distributions made to such Partner and the
Partner's share of net losses of the Partnership. No interest shall be paid on
capital contributions or on balances in capital accounts.


                                  ARTICLE  IV

                       NET PROFITS, NET LOSSES, CASH FLOW

4.1  DETERMINATION OF NET PROFITS AND NET LOSSES.

     The net profit or net loss of the Partnership shall equal the combined Lot
Level Profit (as defined below) of each of the parking facilities leased,
managed or operated by


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the Partnership. Lot Level Profit shall be reduced by any administrative
charges paid to Katz. Lot Level Profit means gross revenue derived from a
location minus Location Operating Expenses. Location Operating Expenses means
the direct operating expenses incurred with respect to a location as set forth
on Schedule A hereto.

4.2  ALLOCATION OF NET PROFITS AND NET LOSSES; DEFINITION OF PERCENTAGE
     INTEREST.

     The net profits and net losses of the Partnership shall be allocated in
accordance with the Percentage Interest of each Partner as follows:

          CPS                 (70%)
          Arizin              (30%)

4.3  DISTRIBUTION OF CASH FLOW.

     Cash Flow (as defined in Section 4.4) shall be first applied to operating
expenses, then to the debt service on any accrued debt, then to the debt
service on any other debt, then to funding a reasonable working capital reserve
as may be established by the General Partner. Any remaining Cash Flow shall be
distributed to the Partners in accordance with their Percentage Interest from
time to time as determined by the General Partner, but no less often than
semi-annually. The parties agree that it is within Arizin's discretion to
determine whether any commissions or other transaction-based incentive
compensation will be paid in connection with any facilities included in the
Partnership and that such commissions or other incentive-based compensation
which has been so determined by Arizin will be deducted from Arizin's share of
any Cash Flow that is distributed.

4.4  DEFINITION OF CASH FLOW.

     "Cash Flow" shall mean the net profit or net loss of the Partnership
determined pursuant to Section 4.1.

PLUS:     (a)  depreciation and any other non-cash deductions taken in
               computing such net income;

          (b)  the amortization of financing costs (including points) and other
               prepaid items (insurance, supplies, etc.) taken as deductions in
               computing the aforementioned net profit or net loss to the
               extent that such amortization relates to costs that were paid in
               a period prior to the one in which such net income is computed;
               and


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          (c)  any cash received in the current period included in the net
               income of a prior period;

MINUS:    (d)  any cash expenditures which have not been deducted in
               determining the net profits and net losses of the Partnership;
               and

          (e)  any amounts included in net income for which no cash was received
               by the Partnership in such period.

4.5  PROCEEDS FROM CERTAIN TRANSACTIONS.

     In the event that the Partners elect at any time to refinance or obtain
additional long-term indebtedness or in the event proceeds are available from a
condemnation award, casualty insurance payment or insurance payment for loss of
title, after the utilization of the proceeds of such indebtedness or
condemnation award or insurance payment for the payment of operating expenses,
existing debt, rebuilding or curing title defects or otherwise as the Partners
may agree, any remaining proceeds, awards or payment shall be divided between
the Partners in accordance with their Percentage Interest. Any net proceeds
from the sale or other transfer of Partnership assets shall be distributed in
accordance with the Percentage Interests; provided that such proceeds shall be
first used to pay accrued interest on advances made on behalf of a
non-contributing Partner and then to repay such advances.

4.6  GAINS OR LOSSES IN PROCESS OF LIQUIDATION.

     Any gain or loss on disposition of the Partnership properties in the
process of liquidation shall be credited or charged to the Partners in
accordance with their Percentage Interest. Any property distributed in kind in
the liquidation shall be valued and treated as though the property was sold and
the cash proceeds were distributed. The difference between the value of
property distributed in kind and its book value shall be treated as a gain or
loss on sale of the property and shall be credited or charged to the Partners
in accordance with their Percentage Interest.

                                   ARTICLE V

                                 FISCAL MATTERS

5.1  BOOKS AND RECORDS.


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     Full and accurate books of the Partnership shall be maintained at its
principal place of business showing all receipts and expenditures, assets and
liabilities, profits and losses, and all other records necessary for recording
the Partnership's business and affairs. All Partners shall have access at all
reasonable times to the books and records of the Partnership. Unaudited income
statements shall be provided to the Partners on a semi-annual basis. Annual
income statements shall be certified by an officer of CPS.

5.2  FISCAL YEAR.

     The fiscal year of the Partnership shall end on September 30 of each year.

5.3  ACCOUNTING DECISIONS.

     All decisions as to accounting matters, except as specifically provided to
the contrary herein, shall be made by a majority of the Partners based on a
majority of Percentage Interest. Such decisions must be satisfactory to the
Partnership's accountants.

5.4  BANK ACCOUNTS.

     All funds of the Partnership shall be deposited in its name in such
checking and savings accounts or time deposits or certificates of deposit as
shall be designated by the General Partner. Withdrawals therefrom shall be made
only upon signature of a duly authorized officer of CPS.


                                   ARTICLE VI

                          DEATH OR INCAPACITY OF KATZ

     It is understood that Katz is important to the success of this
Partnership. In the event of the death or incapacity of Katz, CPS will have the
right (but not the obligation), exercisable within one hundred eighty (180)
days after the actual receipt of notice of the death or incapacity of Katz, to
purchase Arizin's interest in the Partnership. The purchase price shall be the
fair market value of the Arizin Partnership interest, as determined pursuant to
Section 7.2(g) below.

     For purposes of this section, Katz shall be deemed to be incapacitated if
he is disabled and unable to perform his duties under this Partnership
Agreement for a continuous period of at least six (6) months.


                                  ARTICLE VII


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                       TRANSFERS OF PARTNERSHIP INTERESTS

7.1  DEFINITION OF TRANSFER.

     The transfer of an interest in the Partnership shall mean the transfer,
alienation, sale, assignment, pledge, or other disposition or encumbrance of
all or any part of an existing interest in the Partnership, whether voluntarily
or involuntarily, whether for or without consideration, and includes a transfer
by the dissolution of a corporate Partner, by operation of law, by bankruptcy
of a Partner, by foreclosure or judicial sale or otherwise.

7.2  TRANSFERS OF INTEREST.

     In no event may any Partner transfer all or any part of its interest in
the Partnership and no Partner shall withdraw from the Partnership if such
action would result in a sale or exchange of fifty percent (50%) or more of the
total interest in the capital and profits of the Partnership within a
twelve-month period such that the Partnership would be considered as terminated
under Section 708 of the Internal Revenue Code of 1986, as amended, or so as to
prevent the Partnership from continuing the use of accelerated methods of
depreciation theretofore used by the Partnership in connection with depreciable
property of the Partnership. The Partners agree that the restrictions on the
transfer of Partnership interests in this Agreement shall not in any way
restrict the ability of Central Parking Corporation or a subsidiary thereof
from selling or otherwise transferring all or a portion of its stock or assets.
Except as provided in this Agreement, no Partner shall transfer its Partnership
interest except on the following conditions:

          (a)  All Partners consent, which consent shall not be unreasonably
               withheld, to the proposed transfer in writing after full
               disclosure of the proposed transfer;

          (b)  CPS may assign, without consent, its interest in the Partnership
               to another legal entity provided that a majority of such
               entity's stock or other ownership interest is owned by Central
               Parking Corporation or a subsidiary thereof;

          (c)  Arizin may assign, without consent, its interest in the
               Partnership to another legal entity provided that a majority of
               such entity's stock or other ownership interest is owned by Katz;

          (d)  With respect to any proposed voluntary transfer to a third party;



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                (i)  The selling Partner shall deliver written notice to the
                     other Partner and to the Partnership, which notice shall
                     state the name of the prospective purchaser and the price
                     and terms offered by such prospective purchaser. The other
                     Partner shall have an option to purchase the Partnership
                     interest of the selling Partner, at the price and on the
                     same terms set forth in such written notice. The other
                     Partner shall have sixty (60) days following the receipt of
                     such notice to exercise such option by giving notice of
                     such election to the selling Partner.

                (ii) If the interest of the Partner desiring to sell is not
                     purchased in accordance with paragraph d(i), then for a
                     period of sixty (60) days after the expiration of the
                     option referred to in such paragraph, the selling Partner
                     may sell such interest to the person or persons named in
                     such written notice but only at a price not less than and
                     on terms no more favorable to the buyer than the price and
                     terms set forth in the written notice provided to the other
                     Partner under paragraph (d)(i). After the expiration of the
                     sixty-day period, no portion of the interest shall be sold
                     without first being reoffered to the other Partner in
                     accordance with paragraph d(i).

           (e)  With respect to transfers due to the dissolution of a Partner,
                in the event of dissolution of a Partner, such Partner's
                representative shall give notice of the fact of dissolution to
                the other Partner, and the Partnership shall purchase from the
                dissolved Partner, and said dissolved Partner shall sell to the
                Partnership, the dissolved Partner's entire interest in the
                Partnership. The purchase price shall be the fair market value
                of the Partnership interest, as determined pursuant to paragraph
                (g) below. The Partnership shall pay for the Partnership
                interest in twelve (12) equal monthly installments of principal
                and interest, said interest to be at the rate of ten percent
                (10%) per annum and said indebtedness shall be evidenced by a
                Promissory Note duly executed by the Partnership.


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           (f)  With respect to involuntary transfers due to bankruptcy,
                foreclosure, judicial sale, operation of law, or otherwise, the
                Partner whose interest is subject to such involuntary transfer
                shall give notice of such transfer to the other Partner. Upon
                receipt of such notice, the Partnership shall have the right,
                but not the obligation, to purchase the interest of said Partner
                in the Partnership for a consideration equal to the fair market
                value of the Partnership interest, as determined pursuant to
                paragraph (g), below. This purchase option must be exercised
                with in three (3) months of the notice of said transfer.

           (g)  The fair market value of a Partner's interest in the Partnership
                shall be that specified in a written stipulation by all
                Partners, dated not more than twelve (12) months prior to the
                dissolution or purported transfer giving rise to the purchase
                option. In the event that no such written stipulation is in
                effect, then the fair market value of an interest in the
                Partnership shall be determined by one appraiser who is a member
                of the American Institute of Real Estate Appraisers (an "MAI
                appraiser"), and who is satisfactory to the Partners. If such
                persons cannot agree upon the selection of one appraiser, then
                the selling or transferring Partner shall select one MAI
                appraiser and the other Partner shall select a second MAI
                appraiser. The appraiser(s) shall take into consideration any
                outstanding indebtedness, liabilities and obligations of the
                Partnership, including, without limitation, the establishment of
                reasonable reserves for contingent claims. Upon the resolution
                of such contingent claims, any unused reserves shall be
                distributed as they would have been had there been no reserves.
                If two MAI appraisers are engaged as mentioned above, and they
                are unable to agree upon the fair market value, then their
                appraisals shall be averaged. The appraised value so determined
                shall be final and binding. The fees and expenses of one
                appraisal shall be borne by the Partnership, and if a second MAI
                appraiser is engaged, his fees and expenses shall be paid as a
                deduction from the purchase price paid to the selling Partner.

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          (h)  The closing of any sale of a Partner's interest in the
               Partnership under this Section shall occur within thirty (30)
               days of the later to occur of (i) the Partners' consent under
               paragraph (a); (ii) the last election by a Partner to purchase
               the selling Partner's interest under paragraph (d); (iii) receipt
               of the notice required under paragraph (e) or (f); or (iv) the
               establishment of the fair market value of the interest in the
               Partnership if an appraisal is required under paragraph (g) with
               respect to the options arising under paragraph (e) or (f).

7.3    SPECIAL PROVISION WITH RESPECT TO THE PURCHASE OF ARIZIN'S INTEREST.

     Notwithstanding any provisions herein to the contrary, CPS shall have the
right (but not the obligation) to buy the interest of Arizin in this Partnership
at any time during the term of the Partnership upon the occurrence of any of the
following events:

          (a)  Katz breaches the Shareholders' Agreement and Agreement Not to
               Compete by and among Central Parking Corporation, Monroe J.
               Carell, Jr., Lewis Katz and Saul Schwartz, dated as of February
               12, 1998 (the "Shareholder Noncompetition Agreement"); or

          (b)  The commission of fraud or defalcation by Katz involving funds or
               other assets of the Partnership; or the conviction of, or plea of
               nolo contendre by, Katz of a felony.

The amount to be paid by CPS under this Section 7.3 will be the fair market
value of Arizin's interest in the Partnership determined in accordance with
Section 7.2(g).

7.4    TRANSFEREE TO ASSUME PARTNERSHIP OBLIGATIONS.

     In the event that, pursuant to this Section 7, any Partner (the
"Transferor") transfers his Percentage Interest to any person or entity other
than one or more of the other Partners or the Partnership (the "Transferee"), no
such transfer shall become effective until the proposed Transferee agrees in
writing to assume and be bound by all the obligations and restrictions to which
the Transferor is subject under the terms of this Agreement and any further
agreement with respect to the business of the Partnership.


                                  ARTICLE VIII

                         TERM, TERMINATION, WINDING UP

8.1    TERM.


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     The term of the Partnership shall commence on the date of execution of this
Agreement, and shall continue for a period of fifty (50) years from the date
hereof, unless earlier terminated in accordance with the provisions hereof or as
provided by law. The term of the Partnership may be extended and continued for
such additional periods of time as the Partners may unanimously agree.

8.2    EVENTS CAUSING DISSOLUTION AND TERMINATION.

     Unless the Partnership is continued as provided in this Agreement, the
Partnership shall be dissolved (a) upon the expiration of the term of the
Partnership stated in this Agreement; (b) upon the sale of all or substantially
all of the assets of the Partnership and the distribution of the net proceeds
therefrom; (c) in the event of the dissolution or withdrawal of a Partner; (d)
at any time with the written consent of the Partners; or (e) as may be otherwise
provided by law.

     The Partnership shall be terminated when the winding up of Partnership
affairs has been completed following dissolution.

8.3    WINDING UP AFFAIRS ON DISSOLUTION.

     Upon dissolution of the Partnership, the General Partner, or the persons
required or permitted by law to carry out the winding up of the affairs of the
Partnership, shall promptly notify all Partners of such dissolution; shall wind
up the affairs of the Partnership; shall prepare and file all instruments or
documents required by law to be filed to reflect the dissolution of the
Partnership; and, after paying or providing for the payment of all liabilities
and obligations of the Partnership, shall distribute the assets of the
Partnership as provided by law and the terms of this Agreement.


8.4    DISTRIBUTION UPON DISSOLUTION.

     Upon dissolution and sale of any Partnership assets or upon termination of
this Partnership, the proceeds of such sale or the assets of this Partnership
shall be disbursed as set forth below:

          (a)  To pay all outstanding liabilities and expenses of the
               Partnership, including, without limitation, those liabilities and
               expenses which are not assumed by a single Partner or the
               succeeding owner of such real estate, and upon which either the
               Partnership or a Partner has personal liability.

          (b)  The balance, if any, to the Partners in accordance with their
               respective Percentage Interests.


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8.5  TRADE NAME AND DISSOLUTION.

     Upon dissolution of the Partnership, CPS shall retain all rights in and to
the use of all names used by the Partnership, including, but not limited to,
"CPS of the Northeast, Inc." and "Central Parking System". Said names shall not
be used in any way by Arizin following such dissolution.

                                   ARTICLE IX

                                OTHER AGREEMENTS

9.1  CONSULTING AGREEMENT.

     Nothing in this Agreement shall be deemed to amend or otherwise modify the
terms of the Consulting Agreement between Central Parking Corporation and Katz
dated as of February 12, 1998 (the "Consulting Agreement"), except that Arizin
shall not be entitled to receive the Participating Consulting Fee described in
Section III (B) of the Consulting Agreement for any opportunities presented to
the Partnership under Section 2.5 of this Agreement.

9.2  SHAREHOLDER NONCOMPETITION AGREEMENT.

     Nothing in this Agreement shall be deemed to amend or otherwise modify the
terms of the Shareholders' Agreement and Agreement Not to Compete by and among
Central Parking Corporation, Monroe J. Carell, Jr., Katz and Saul Schwartz
dated as of February 12, 1998 (the "Shareholder Noncompetition Agreement");
provided, however, that it is understood by the parties hereto that the
presentation to the Partnership by Katz of any opportunities under Section 2.5
of this Agreement and Katz' participation in this Partnership shall not be
deemed by the parties hereto to be a violation of Katz' obligation under
Section 4.01(b)(i) or (ii) of the Shareholder Noncompetition Agreement.


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                                   ARTICLE X

                               GENERAL PROVISIONS

10.1 LIMITATION ON DUTIES OF CPS.

     The Parties to this Agreement hereby acknowledge the following:

     (a)  That the terms of this Agreement do not create or impose upon CPS or
          its affiliates the affirmative duty to develop, acquire, seek out,
          establish or otherwise create parking facility opportunities, through
          acquiring, owning, leasing, operating, managing or otherwise, for the
          Partnership.

     (b)  That the terms of this Agreement shall in no way limit the right of
          CPS or its affiliates to own, manage, lease or otherwise engage in the
          business of operating or managing parking facilities directly or with
          third parties not related to the Partnership, including parking
          facilities that compete with the parking facilities owned, operated or
          managed by this Partnership.

10.2 NOTICES.

     All notices, consents, waivers, directions, requests, votes or other
instruments or communications provided for under this Agreement shall be in
writing, signed by the Party giving the same, and shall be deemed properly given
when actually received or when mailed, if sent by registered or certified United
States mail, postage prepaid, addressed:

     If to the Partnership:

     Northeast Limited Partnership
     c/o Monroe Carell
     Central Parking System
     2401 Twenty-First Avenue South, Suite 200
     Nashville, Tennessee 37212

     If to the Partners:

     CPS of New York, Inc.
     c/o Monroe Carell
     Central Parking System
     2401 Twenty-First Avenue South, Suite 200
     Nashville, Tennessee 37212


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     Arizin:
     Arizin Ventures
     c/o Lewis Katz
     Katz, Lane, Ettin, Levine & Kurzwell
     905 North King's Highway
     Cherry Hill, NJ 08034

     with a copy to Robert M. Segal
     Wolf, Block, Schorr & Solis-Cohen
     1650 Arch Street, 22nd Floor
     Philadelphia, PA 19102

or to such address as any party may specify in writing to the other parties.

10.3  MEETINGS.

     Meetings of all Partners may be called by any of the Partners by written
notice to all Partners at least ten (10) days in advance of such meeting. The
notice must specify the purpose(s) of the meeting. Any such meetings shall be
held at the Partnership's principal place of business, unless another meeting
place is specified by the General Partner.

10.4  INTEGRATION.

     This Agreement embodies the entire agreement and understanding between the
Partners and supersedes all prior agreements and understandings, if any, among
and between the Partners relating to the subject matter hereof.

10.5  APPLICABLE LAW.

     This Agreement and the rights of the Partners shall be governed by and
construed and enforced in accordance with the laws of the State of Tennessee.

10.6  ARBITRATION.

     The following arbitration provision shall govern this Agreement and the
rights and remedies of the parties in the event of any dispute arising with
respect to the interpretation or application of this Agreement, or with respect
to the performance by any party of its duties or obligations hereunder:

     The Partners agree to submit to binding arbitration any and all claims,
disputes and controversies between or among them (and their respective
employees, officers, directors, attorneys, and other agents) relating to this
Agreement. Such arbitrations shall proceed in


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New York, New York, shall be governed by Tennessee law, and shall be conducted
in accordance with the Commercial Arbitration Rules of the American Arbitration
Association ("AAA"). Judgment upon the award rendered by the arbitrator(s) may
be entered in any court having final jurisdiction.

10.7 SEVERABILITY.

     In case any one or more of the provisions contained in this Agreement or
any application thereof shall be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and any other application thereof shall not in any way be
affected or impaired thereby.

10.8 BINDING EFFECT.

     Except as herein otherwise provided to the contrary, this Agreement shall
be binding upon, and inure to the benefit of, the Partners and their respective
heirs, executors, administrators, successors and assigns.

10.9 TAX MATTERS.

     The General Partner shall serve as the tax matters partner (the "Tax
Matters Partner") for purposes of the Code. The Tax Matters Partner shall keep
the other Partners informed as to the status of any audit of the Partnership's
tax affairs by the Internal Revenue Service (the "IRS") and shall not, without
first obtaining the written approval of the other Partners (i) enter into a
settlement agreement with the IRS which purports to bind any of the Partners
other than the Tax Matters Partner, (ii) file a petition pursuant to Sections
6226(a) or 6228 of the Code, (iii) intervene in any action pursuant to Section
6226(b)(5) of the Code, or (iv) enter into an agreement extending the statute
of limitations. Additionally, if an audit of any of the Partnership's tax
returns shall occur, the Tax Matters Partner shall not settle or otherwise
compromise assertions of the auditing agent which may be adverse to the other
Partners without the prior written consent of the other Partners


                                       17
<PAGE>   18
     IN WITNESS WHEREOF, this Agreement is executed effective as of the date
first set forth above.

                                        CPS OF THE NORTHEAST, INC.


Attest: /s/ XXXXX                       BY: /s/ MONROE J. CARELL, JR.
        ------------------------            --------------------------------
                                            Monroe J. Carell, Jr., Chairman



                                        ARIZIN VENTURES, L.L.C.


Attest: /s/ XXXXX                       BY: /s/ LEWIS KATZ
        ------------------------            --------------------------------
                                            Lewis Katz


                                       18
<PAGE>   19
                                   SCHEDULE A

     "Location Operating Expenses" shall include all ordinary, direct and
reasonable expenses of operating a parking facility including, without
restricting the generality of the foregoing:

(1)  Wages of all employees, including supervisory personnel, attendants,
     cashiers, clerical and audit staff, and all benefits paid to such
     employees, including without limitation, workers' compensation insurance,
     unemployment insurance, social security, vacation, paid leave, medical,
     dental, vision and life insurance and retirement or pension costs;

(2)  Rental payments and amortization of key money;

(3)  Courier service expense;

(4)  Credit card fees;

(5)  Snow removal;

(6)  Telephone expenses;

(7)  Occupancy and other business taxes;

(8)  License and permit fees;

(9)  Advertising and promotion costs;

(10) Insurance required under a management agreement or lease;

(11) Sundry items such as uniforms, tickets and janitorial supplies;

(12) Payroll processing and accounts receivable processing expenses;

(13) Cost of maintaining accounting records and preparing financial statements;

(14) Voluntary settlements of patrons' claims for vehicle damage or loss of
     contents;

(15) Normal maintenance and repairs of the parking facility including, but not
     limited to, repainting stall markings, replacement or repair of signs and
     ticket dispensing


                                       19

<PAGE>   20
     equipment, elevators, sprinklers, and ventilation systems and any other
     maintenance or repairs required under a management agreement or lease;

(16) Legal or audit charges directly attributable to an occurrence or event at
     the parking facility;

(17) Utilities expenses;

(18) Payment of the "deductible" amount of slip and fall and automobile
     insurance claims and payment of claims in excess of policy limits;

(19) Property tax payments;

(20) Depreciation of capital expenditures;

(21) Amortization of debt and other financing costs;

(22) Cost of payroll and equipment of security personnel; and

(23) Cost of premiums for fire and extended coverage insurance.


                                       20

<PAGE>   21
                                   EXHIBIT I


Boston

          Devonshire Place (location #1518)


Miami
          Fountainbleu Hotel (location #6125)


Philadelphia

          23rd and Arch (location #4130)
          Gallery II (location #4343)


New York

          Parkchester (location #130)
          Court House Lot (location #126)
          Savoy Hotel (location #141)
          Newport (locations #3249, 3252, 3253, 3254, 3255)
          St. Peters (location #3260)
          1100 Raymond Boulevard (location #3151)
          Belmeade (location #3259)
          EDC (location #137)
          Robert Wood Johnson (location #3245, 3258, 3251)
          Patterson Street Deck (location #3284)
          411 - 413 Broadway (location #2407)
          34th Street Lot (location #2149)
          Hilton (location #2116)
          Waldorf (location #2173)


Lewis Katz will share with any associate due a part of the above commissions.