EXHIBIT 10.1

                              CONSULTING AGREEMENT


         THIS CONSULTING  AGREEMENT (this  "Agreement") is made and entered into
as of the 15th day of May, 2006 by and among  Standard  Parking  Corporation,  a
Delaware corporation ("Standard"), D & E Parking, Inc., a California corporation
("Consultant")  and Dale G. Stark  ("Stark") and shall be effective as of May 1,
2007 (the "Commencement Date").


                                    RECITALS

         A.  Standard  is  an  operator  and  developer  of  parking  facilities
throughout  the  United  States.  Additionally,  Standard  has begun to  provide
property management services, sweeping and scrubbing and security services.

         B. Pursuant to the terms of that certain Stock Purchase Agreement dated
May 13, 1998 (the "Purchase Agreement") by and among the Company (formerly known
as APCOA,  Inc.),  S & S Parking,  Inc.  ("S & S"),  Stark and Edward E. Simmons
("Simmons"),  the Company purchased all of the outstanding shares of S & S owned
by Stark and Simmons, which purchase was made effective as of May 1, 1998.

         C. Executive  Parking  Industries,  L.L.C.  ("Executive  Parking"),  an
affiliate  of S & S and  Standard,  had,  pursuant to the terms of that  certain
Management and Non-Competition Agreement dated as of December 31, 1996, executed
by and  among  Executive  Parking,  S & S and  Stark  and  Simmons  (the  "First
Executive  Management  Agreement"),  previously engaged Consultant and Stark and
Simmons to perform and oversee various management consulting duties with respect
to the parking operations of Executive Parking.

         D. S & S assigned  all its  rights,  duties and  obligations  under the
First  Executive  Management  Agreement  to  Consultant,   a  corporation  owned
entirely,  either directly or indirectly, by Stark and Simmons, pursuant to that
certain Assignment and Assumption of Management and Non-Competition Agreement by
and between S & S and Consultant, effective as of December 31, 1996.

         F. Pursuant to the provisions of the Purchase Agreement, Consultant and
Stark and Simmons,  individually  and personally,  agreed to continue to provide
certain management  consulting services to the Standard pursuant to that certain
Executive Parking Management Agreement dated May 1, 1998, by and among Standard,
Consultant, Simmons and Stark (the "Second Executive Management Agreement").

         G. The term of the  Second  Executive  Management  Agreement  commenced
on May 13, 1998 and is scheduled to terminate on April 30, 2007.

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         H. Standard desires to ensure the continued availability to Standard of
the  management   consulting  services  provided  by  Consultant  and  Stark  in
connection with the business of Standard following the termination of the Second
Executive Management Agreement on April 30, 2007.

         I.  Consultant  desires to be  retained  by  Standard  and  provide the
management  consulting  services  described  herein on the terms and  conditions
described hereafter.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties agree as follows:


         1.  RETENTION OF  CONSULTANT.  Effective as of the  Commencement  Date,
Standard  agrees  to retain  Consultant,  and  Consultant  agrees to serve as an
independent consultant to Standard on the terms and conditions set forth herein.

         2. DUTIES.  Consultant  agrees to  diligently  and in good faith render
advice,  counsel and direction to Standard and its  subsidiaries  and affiliates
(collectively  "Standard")  in the  promotion  and  development  of new vertical
markets, including security services, garage sweeping and scrubbing and property
management.  Consultant shall also, as requested by Standard, provide advice and
counsel with respect to the  development of Standard's  business in the Hawaiian
Islands.  Consultant's  duties  shall also include  contacting  persons who own,
manage or control  parking  facilities and  consulting and advising  Standard on
special  projects  as may be  agreed  upon,  from time to time,  by the  parties
hereto.  For purposes of this Agreement all references  herein to "subsidiaries"
or  "affiliates"  of  Standard  shall  be  deemed  to  include  subsidiaries  or
affiliates now or hereafter existing.

         3. TERM.  This Agreement  shall commence on the  Commencement  Date and
shall  continue  for a term of three  (3) years  ending  on April 30,  2010 (the
"Consulting Term").

         4. RETAINER & CONSULTING FEES.

                  a.  Consultant  shall be paid a retainer (the  "Retainer")  of
         $250,000 per year, payable at the rate of $20,833.33 per month.

                  b. In  addition  to the  Retainer,  Consultant  shall  also be
         entitled to a consulting  fee (the  "Consulting  Fee") of up to $50,000
         per year, based on an annual program  established for Consultant by the
         President and Chief Executive Officer of Standard based upon attainment
         of agreed development goals for new vertical markets.

                  c. The Retainer and  Consulting  Fee represent and  constitute
         the  entire  financial  obligation  of  Standard  to  Consultant,   and
         Consultant   agrees  that  it  shall  not  be  entitled  to  any  other
         compensation.

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         5.   AUTHORIZED   EXPENSES/REIMBURSEMENT.   Standard   will   reimburse
Consultant for reasonable business expenses incurred by Consultant in connection
with  the  performance  of  its  duties  outlined   herein.   Any  such  expense
reimbursement  requested  by  Consultant  during  the term  shall  be  expressly
conditioned upon Consultant  receiving  advance approval from the Executive Vice
President of Standard  then having  operational  responsibility  for the Western
Region and documented receipts showing persons entertained,  company affiliation
and business  purpose in accordance with the regulations of the Internal Revenue
Service as then in effect.

         6. RELATIONSHIP.  Consultant is retained hereunder only for the purpose
and to the extent set forth in this Agreement and its  relationship  to Standard
is that of an independent  contractor.  The personnel  performing services under
this  Agreement,  including  Stark  shall at all  times  be  under  Consultant's
exclusive  direction  and control and shall be employees of  Consultant  and not
Standard.  Consultant shall pay all wages,  salaries,  and other amounts due his
employees in connection  with this  Agreement and shall be  responsible  for all
reports and obligations respecting them relating to social security,  income tax
withholding,  unemployment  compensation,  workers'  compensation,  and  similar
payroll reporting and employment matters.

         7.  BENEFITS.  Except for those  options to purchase an aggregate of 8,
260.87  shares of  Standard  stock  granted to Stark as a Key  Non-Employee  (as
defined in the Standard Long Term  Incentive  Plan  effective as of May 1, 2004)
pursuant to a certain  Non-Statutory  Stock Option Agreement dated May 27, 2004,
and the  Non-Statutory  Stock Option Agreement dated as of May 2, 2006,  neither
Consultant  or Stark shall  acquire any rights under any pension,  stock option,
group  insurance  or any  other  benefit  plans of  Standard  by  reason of this
Agreement.

         8. ASSIGNMENT.  This Agreement may not be assigned by Consultant or any
part of the  services  to be provided by  Consultant  subcontracted  without the
express written consent and approval of Standard.  Stark acknowledges and agrees
that this is a  personal  service  contract  and the  services  he is to provide
hereunder are unique and personal and may not be assigned by Stark or any of his
duties delegated,  without the express written consent and approval of Standard.
Standard may assign this  Agreement and the Agreement  shall be binding upon and
inure to the benefit of any successor or assignee of Standard.

         9. INDEMNIFICATION.  Consultant and Stark shall indemnify,  defend, and
hold harmless Standard from and against all claims and actions, and all expenses
incidental  to such  claims or  actions,  based upon or arising out of damage to
property or injuries to persons or other  tortuous acts caused or contributed to
by  Consultant,  Stark or anyone acting under its or his direction or control or
in its or his behalf in the  course of the  performance  under  this  Agreement,
provided the aforesaid  indemnity and hold harmless  agreement of Consultant and
Stark shall not be  applicable  to any  liability  based upon the  negligence of
Standard.  This Section 9 and the indemnity  obligation of Consultant  and Stark
shall survive the termination of this Agreement for any reason.

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         10.  NOTICES.  Any  notice or  communications  to be given  shall be in
writing and shall be served personally,  by express courier,  facsimile copy, or
mailed by United States registered or certified mail, return receipt  requested,
to the following addresses:

                  To :                      Standard Parking Corporation
                                            Attn:  Legal Department
                                            900 North Michigan Avenue
                                            Suite 1600
                                            Chicago, IL 60611
                                            Fax # (312) 640-6162

                  To Consultant
                  & Stark:                  Mr. Dale E Stark
                                            29310 Wagon Road
                                            Agora, CA 91301

         11. COVENANTS AGAINST UNFAIR COMPETITION AND DISCLOSURE OF CONFIDENTIAL
INFORMATION.

                  a. During the term of this Agreement,  Consultant,  Stark and,
         as  applicable,  its and his  partners,  associates,  employees  and/or
         affiliates  (collectively   hereinafter  referred  to  as  "Responsible
         Parties")  will have access to and will gain  knowledge with respect to
         trade   secrets  and  private  and  secret   processes   of   Standard,
         confidential   information  concerning  the  financial  statements  and
         operations  of  Standard,   its  sales  and  marketing  activities  and
         procedures,   its  bidding  techniques,  its  design  and  construction
         techniques,  product research and engineering  data, its customer lists
         of  owners  of  parking  facilities,   or  credit  and  financial  data
         concerning  such  customers or potential  customers  (in the  aggregate
         referred  to  hereinafter  as "Secret and  Confidential  Information").
         Consultant  and Stark  acknowledge  that the  Secret  and  Confidential
         Information  constitutes  a  valuable,  special  and  unique  asset  of
         Standard,  to which  Standard  has the right to retain and hereby  does
         retain  all  of  its  proprietary  interests.  However,  access  to and
         knowledge of the Secret and  Confidential  Information  is essential to
         the performance of Consultant's and Stark's  services for Standard.  In
         recognition  of this fact,  Consultant and Stark agree that neither the
         Consultant,  Stark nor any of the Responsible  Parties will,  during or
         after the Consulting  Term,  disclose or divulge any of such Secret and
         Confidential Information to any person, firm, corporation,  association
         or other  entity  for any  reason  or  purpose  whatsoever  (except  as
         necessary  in  the  performance  of  Consultant's  and  Stark's  duties
         hereunder)  or  make  use  of  any  of  the  Secret  and   Confidential
         Information  for its or his own  purpose  or those  of the  Responsible
         Parties.

                  b. Consultant and Stark  acknowledge and agree that the remedy
         at law for any breach of this  Section 11 will be  inadequate  and that
         the damages  flowing  from such breach are not  readily  measurable  in
         monetary terms. Accordingly,  it is acknowledged that Standard shall be
         entitled,  among other remedies, to immediate injunctive relief for any
         breach  and,  if the  court so  permits,  to obtain a  temporary  order
         restraining  any  threatened or further  breach.  This  covenant  shall
         nevertheless,  if breached,  give rise to monetary damages,  if any, in
         accordance with the other provisions of this Agreement. Upon the breach
         or  threatened  breach,  Standard  shall  be  relieved  of any  and all
         obligations to pay any Retainer or Consulting Fee then due and owing or
         to become due and owing to Consultant and/or Stark.

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                  c. The covenants on the part of Consultant and Stark set forth
         in this Section 11 shall be construed as agreements  independent of any
         other  provisions of this Agreement,  and the existence of any claim or
         cause of  action  of the  Consultant  and/or  Stark  against  Standard,
         whether predicated on this Agreement or otherwise, shall not constitute
         a defense to the enforcement by Standard of these covenants.

         12.  DEATH  OR  DISABILITY  OF  STARK.  In the  event  of the  death or
disability (as determined by Standard in its sole discretion) of Stark occurring
during the Consulting  Term,  this  Agreement  shall be deemed  terminated  upon
notice from Standard.  Any Retainer or Consulting Fees earned through he date of
termination shall be paid to Stark or Stark's beneficiaries,  as applicable,  in
accordance with Section 4 hereof.

         13.  REPRESENTATIONS BY CONSULTANT.  In representing  Standard to third
parties,  Consultant,  Stark  or any  of  the  Responsible  Parties,  shall  not
represent  itself,  himself or  themselves  as having any  authority  to bind or
commit Standard to any contract,  to invest funds, or to extend a line of credit
in the name of Standard.

         14.  TERMINATION.  In addition to the  termination  rights set forth in
Section 3 herein,  this Agreement may be terminated by either party if the other
party  defaults  in any of its  obligations  hereunder,  and  fails to cure such
default within fifteen (15) days  following  receipt of written notice  thereof.
Provided,  however,  a violation by  Consultant,  Stark  and/or the  Responsible
Parties of Section 11 herein shall constitute grounds for immediate  termination
of this Agreement by Standard and forfeiture of any Retainer or Consulting  Fees
and/or other sums due or to become due to Consultant hereunder.

         15. INVALID PROVISIONS.  Should any portion of this Agreement,  for any
reason,  be declared by a court of competent  jurisdiction to be unreasonable or
invalid, any such unreasonable portion shall be enforceable to the extent deemed
reasonable by such court and any such invalidity  shall not affect the remaining
portion of this Agreement, which remaining portions shall continue in full force
and effect as if this  Agreement  had been  executed  with the  invalid  portion
thereof  eliminated;  it being the intention of the parties that they would have
executed the  remaining  portion of this  Agreement  without  including any such
invalid portion.

         16.  GOVERNING LAW AND METHOD OF  AMENDMENT.  This  Agreement  shall be
governed by and construed in accordance with the laws of the State of California
and  contains the entire  understanding  and  agreement  between the parties and
shall not be amended,  modified or supplemented,  except by written agreement by
the parties hereto.


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         17.  INTEGRATION.  This  Agreement  and the  covenants  and  agreements
contained  in the Second  Executive  Management  Agreement  that by their  terms
survive the termination of the Second Executive Management Agreement,  including
but not limited to Section 2.3 (a) and (b) and  Sections  5.1,  5.2 and 5.3 (the
"Continuing  Covenants")  represent  the entire  agreements  of the parties with
respect to the subject matter hereof.  Consultant and Stark  expressly  reaffirm
the  continued  validity  of the  Continuing  Covenants  and  affirm  that these
covenants  were essential  conditions to the  acquisition by Standard of Stark's
ownership  interest in Executive  Parking and he acknowledges and reaffirms that
the   restrictions  in  Section  2.3  are  reasonable   protections   under  the
circumstances as contemplated in the Second Executive  Management  Agreement and
affirmed by this Agreement.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
date first above written.

                                            STANDARD PARKING CORPORATION

                                            By:________________________________
                                                         James A. Wilhelm


                                            CONSULTANT:

                                            By: _______________________________

                                            -----------------------------------
                                            Name:

                                            -----------------------------------
                                            Title:


                                            -----------------------------------
                                            Dale G. Stark, Individually



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