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                                                                   Exhibit 10.31

                          APCOA/STANDARD PARKING, INC.

                             2001 STOCK OPTION PLAN
                             ----------------------

     1. PURPOSES. The purposes of the APCOA/Standard Parking, Inc. 2001 Stock
Option Plan are:

        (a) To further the growth, development and success of the Company and
its Affiliates by enabling the executive and other employees and directors of,
and/or consultants to, the Company and its Affiliates to acquire a continuing
equity interest in the Company, thereby increasing their personal interests in
such growth, development and success and motivating such executives, employees,
directors and/or consultants to exert their best efforts on behalf of the
Company and its Affiliates; and

        (b) To maintain the ability of the Company and its Affiliates to attract
and retain executives, employees, directors and/or consultants of outstanding
ability by offering them an opportunity to acquire a continuing equity interest
in the Company and its Affiliates which will reflect the growth, development and
success of the Company and its Affiliates.

Toward these objectives, the Committee may grant Options to such executives,
employees, directors and/or consultants, all pursuant to the terms and
conditions of the Plan.

     2. ADMINISTRATION OF THE PLAN. (a) The Committee shall have exclusive
authority to operate, manage and administer the Plan in accordance with its
terms and conditions. Notwithstanding the foregoing, in its absolute discretion,
the Board may at any time and from time to time exercise any and all rights,
duties and responsibilities of the Committee under the Plan, including, but not
limited to, establishing procedures to be followed by the Committee, except with
respect to matters which under any applicable law, regulation or rule, are
required to be determined in the sole discretion of the Committee. If and to the
extent that no Committee exists which has the authority to administer the Plan,
the functions of the Committee shall be exercised by the Board.

        (b) The Committee shall be appointed from time to time by the Board. A
Committee member may be removed by the Board at any time either with or without
cause, and any such member may resign at any time by delivering notice thereof
to the Board. Any vacancy on the Committee, whether due to action of the Board
or any other reason, shall be filled by the Board.

        (c) The Committee shall have full authority to grant, pursuant to the
terms of the Plan, Options to those individuals who are eligible to receive
Options under the Plan. In particular, the Committee shall have discretionary
authority, in accordance with the terms of the Plan, to: determine eligibility
for participation in the Plan; select, from time to time, from among those
eligible, the executives, employees, directors and/or consultants to whom
Options shall be

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granted under the Plan, which selection may be based upon information furnished
to the Committee by the Company's or an Affiliate's management; determine
whether an Option shall take the form of an ISO or an Option other than an ISO;
determine the number of shares of Stock to be included in any Option and the
periods for which Options will be outstanding; establish and administer any
terms, conditions, performance criteria, restrictions, limitations, forfeiture,
vesting or exercise schedule, and other provisions of or relating to any Option;
grant waivers of terms, conditions, restrictions and limitations under the Plan
or applicable to any Option, or accelerate the vesting or exercisability of any
Option; amend or adjust the terms and conditions of any outstanding Option
and/or adjust the number and/or class of shares of Stock subject to any
outstanding Option; at any time and from time to time after the granting of an
Option, specify such additional terms, conditions and restrictions with respect
to any such Option as may be deemed necessary or appropriate to ensure
compliance with any and all applicable laws or rules, including, but not limited
to, terms, restrictions and conditions for compliance with applicable securities
laws, regarding an Optionee's exercise of Options by tendering shares of Stock
or under any "cashless exercise" program established by the Committee, and
methods of withholding or providing for the payment of required taxes; offer to
buy out an Option previously granted, based on such terms and conditions as the
Committee shall establish with and communicate to the Optionee at the time such
offer is made; and, to the extent permitted under the applicable Agreement,
permit the transfer of an Option or the exercise of an Option by one other than
the Optionee who received the grant of such Option (other than any such transfer
or exercise which would cause any ISO to fail to qualify as an "incentive stock
option" under Section 422 of the Code).

        (d) The Committee shall have all authority that may be necessary or
helpful to enable it to discharge its responsibilities with respect to the Plan.
Without limiting the generality of the foregoing sentence or Section 2(a), and
in addition to the powers otherwise expressly designated to the Committee in the
Plan, the Committee shall have the exclusive right and discretionary authority
to interpret the Plan and the Agreements; construe any ambiguous provision of
the Plan and/or the Agreements and decide all questions concerning eligibility
for and the amount of Options granted under the Plan. The Committee may
establish, amend, waive and/or rescind rules and regulations and administrative
guidelines for carrying out the Plan and may correct any errors, supply any
omissions or reconcile any inconsistencies in the Plan and/or any Agreement or
any other instrument relating to any Options. The Committee shall have the
authority to adopt such procedures and subplans and grant Options on such terms
and conditions as the Committee determines necessary or appropriate to permit
participation in the Plan by individuals otherwise eligible to so participate
who are foreign nationals or employed outside of the United States, or otherwise
to conform to applicable requirements or practices of jurisdictions outside of
the United States; and take any and all such other actions it deems necessary or
advisable for the proper operation and/or administration of the Plan. The
Committee shall have full discretionary authority in all matters related to the
discharge of its responsibilities and the exercise of its authority under the
Plan. Decisions and actions by the Committee with respect to the Plan and any
Agreement shall be final, conclusive and binding on all persons having or
claiming to have any right or interest in or under the Plan and/or any
Agreement.

        (e) Each Option shall be evidenced by an Agreement, which shall be
executed by the Company and the Optionee to whom such Option has been granted,
unless the Agreement

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provides otherwise; two or more Options granted to a single Optionee may,
however, be combined in a single Agreement. An Agreement shall not be a
precondition to the granting of an Option; no person shall have any rights under
any Option, however, unless and until the Optionee to whom the Option shall have
been granted (i) shall have executed and delivered to the Company an Agreement
or other instrument evidencing the Option, unless such Agreement provides
otherwise, and (ii) has otherwise complied with the applicable terms and
conditions of the Option. The Committee shall prescribe the form of all
Agreements, and, subject to the terms and conditions of the Plan, shall
determine the content of all Agreements. Any Agreement may be supplemented or
amended in writing from time to time as approved by the Committee; PROVIDED that
the terms and conditions of any such Agreement as supplemented or amended are
not inconsistent with the provisions of the Plan.

        (f) A majority of the members of the entire Committee shall constitute a
quorum and the actions of a majority of the members of the Committee in
attendance at a meeting at which a quorum is present, or actions by a written
instrument signed by all members of the Committee, shall be the actions of the
Committee.

        (g) The Committee may consult with counsel who may be counsel to the
Company. The Committee may, with the approval of the Board, employ such other
attorneys and/or consultants, accountants, appraisers, brokers and other persons
as it deems necessary or appropriate. In accordance with Section 11, the
Committee shall not incur any liability for any action taken in good faith in
reliance upon the advice of such counsel or other persons.

        (h) In serving on the Committee, the members thereof shall be entitled
to indemnification as directors of the Company, and to any limitation of
liability and reimbursement as directors with respect to their services as
members of the Committee.

     3. SHARES OF STOCK SUBJECT TO THE PLAN. (a) The shares of stock subject to
Options granted under the Plan shall be shares of Stock. Such shares of Stock
subject to the Plan may be either authorized and unissued shares (which will not
be subject to preemptive rights) or previously issued shares acquired by the
Company or any Subsidiary. The total number of shares of Stock that may be
delivered pursuant to Options granted under the Plan is 1,000 shares.

        (b) Notwithstanding any of the foregoing limitations set forth in this
Section 3, the number of shares of Stock specified in this Section 3 shall be
adjusted as provided in Section 9.

        (c) Any shares of Stock subject to an Option which for any reason
expires or is terminated or forfeited without having been fully exercised may
again be granted pursuant to an Option under the Plan, subject to the
limitations of this Section 3.

        (d) If the option exercise price of an Option granted under the Plan is
paid by tendering to the Company shares of Stock already owned by the holder of
such option (or such holder and his or her spouse jointly), only the number of
shares of Stock issued net of the shares of Stock so tendered shall be deemed
delivered for purposes of determining the total number of shares of Stock that
may be delivered under the Plan.

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        (e) Any shares of Stock delivered under the Plan in assumption or
substitution of outstanding stock options, or obligations to grant future stock
options, under plans or arrangements of an entity other than the Company or an
Affiliate in connection with the Company or an Affiliate acquiring such another
entity, or an interest in such an entity, or a transaction otherwise described
in Section 5(j), shall not reduce the maximum number of shares of Stock
available for delivery under the Plan; PROVIDED, HOWEVER, that the maximum
number of shares of Stock that may be delivered pursuant to Incentive Stock
Options granted under the Plan shall be the number of shares set forth in
paragraph (a) of this Section 3, as adjusted pursuant to paragraphs (b) and (c)
of this Section 3.

     4. ELIGIBILITY. Executive employees and other employees, including
officers, of the Company and the Affiliates, directors (whether or not also
employees) and/or consultants of the Company and the Affiliates, shall be
eligible to become Optionees and receive Options in accordance with the terms
and conditions of the Plan, subject to the limitations on the granting of ISOs
set forth in Section 5(h).

     5. TERMS AND CONDITIONS OF STOCK OPTIONS. All Options to purchase Stock
granted under the Plan shall be either ISOs or Options other than ISOs. To the
extent that any Option does not qualify as an ISO (whether because of its
provisions or the time or manner of its exercise or otherwise), such Option, or
the portion thereof which does not so qualify, shall constitute a separate
Option other than an ISO. Each Option shall be subject to all the applicable
provisions of the Plan, including the following terms and conditions, and to
such other terms and conditions not inconsistent therewith as the Committee
shall determine and which are set forth in the applicable Agreement. Options
need not be uniform as to all grants and recipients thereof.

        (a) The option exercise price per share of shares of Stock subject to
each Option shall be determined by the Committee and stated in the Agreement;
PROVIDED, HOWEVER, that, subject to paragraph (h)(iii) and/or (j) of this
Section 5, if applicable, such option exercise price applicable to any Incentive
Stock Option shall not be less than one hundred percent (100%) of the Fair
Market Value of a share of Stock at the time that the ISO is granted.

        (b) Each Option shall be exercisable in whole or in such installments,
at such times and under such conditions, as may be determined by the Committee
in its discretion in accordance with the Plan and stated in the Agreement, and,
in any event, over a period of time ending not later than ten (10) years from
the date such Option was granted, subject to paragraph (h)(C) of this Section 5.

        (c) An Option shall not be exercisable with respect to a fractional
share of Stock and no fractional shares of Stock shall be issued upon the
exercise of an Option. In addition, an Option must be exercised in whole for the
full number of shares of Stock provided under the Option; PROVIDED, HOWEVER,
that in the event of an IPO, an Option may be exercisable with respect to the
lesser of the number of shares designated by the Board at the time of such IPO
or the full number of shares of Stock then subject to the Option.

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        (d) Each Option may be exercised by giving Notice to the Company
specifying the number of shares of Stock to be purchased, which shall be
accompanied by payment in full including applicable taxes, if any, in accordance
with Section 8. Payment shall be in any manner permitted by applicable law and
prescribed by the Committee, in its discretion, and set forth in the Agreement.

        (e) No Optionee or other person shall become the beneficial owner of any
shares of Stock subject to an Option, nor have any rights to dividends or other
rights of a shareholder with respect to any such shares until he or she has
exercised his or her Option in accordance with the provisions of the Plan and
the applicable Agreement.

        (f) An Option may be exercised only if at all times during the period
beginning with the date of the granting of the Option and ending on the date of
such exercise, the Optionee was an executive, employee, director or consultant
of the Company or an Affiliate, as applicable. Notwithstanding the preceding
sentence, the Committee may determine in its discretion that an Option may be
exercised prior to expiration of such Option following termination of such
continuous employment, directorship or consultancy, whether or not exercisable
at the time of such termination, to the extent provided in the applicable
Agreement.

        (g) Subject to the terms and conditions and within the limitations of
the Plan, the Committee may modify, extend or renew outstanding Options granted
under the Plan, or accept the surrender of outstanding Options (up to the extent
not theretofore exercised) and authorize the granting of new Options in
substitution therefor (to the extent not theretofore exercised).

        (h) (i) Each Agreement relating to an Option shall state whether such
Option will or will not be treated as an ISO. No ISO shall be granted unless
such Option, when granted, qualifies as an "incentive stock option" under
Section 422 of the Code. No ISO shall be granted to any individual otherwise
eligible to participate in the Plan who is not an employee of the Company or a
Subsidiary on the date of granting of such Option. Any ISO granted under the
Plan shall contain such terms and conditions, consistent with the Plan, as the
Committee may determine to be necessary to qualify such Option as an "incentive
stock option" under Section 422 of the Code. Any ISO granted under the Plan may
be modified by the Committee to disqualify such Option from treatment as an
"incentive stock option" under Section 422 of the Code.

            (ii) Notwithstanding any intent to grant ISOs, an Option granted
        under the Plan will not be considered an ISO to the extent that it,
        together with any other "incentive stock options" (within the meaning of
        Section 422 of the Code, but without regard to subsection (d) of such
        Section) under the Plan and any other "incentive stock option" plans of
        the Company, any Subsidiary and any "parent corporation" of the Company
        within the meaning of Section 424(e) of the Code, are exercisable for
        the first time by any Optionee during any calendar year with respect to
        Stock having an aggregate Fair Market Value in excess of $100,000 (or
        such other limit as may be required by the Code) as of the time the
        Option with

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        respect to such Stock is granted. The rule set forth in the preceding
        sentence shall be applied by taking Options into account in the order in
        which they were granted.

            (iii) No ISO shall be granted to an individual otherwise eligible to
        participate in the Plan who owns (within the meaning of Section 424(d)
        of the Code), at the time the Option is granted, more than ten percent
        (10%) of the total combined voting power of all classes of stock of the
        Company or a Subsidiary or any "parent corporation" of the Company
        within the meaning of Section 424(e) of the Code. This restriction does
        not apply if at the time such ISO is granted the Option exercise price
        per share of Stock subject to the Option is at least 110% of the Fair
        Market Value of a share of Stock on the date such ISO is granted, and
        the ISO by its terms is not exercisable after the expiration of five
        years from such date of grant.

        (i) An Option and any shares of Stock received upon the exercise of an
Option shall be subject to such other transfer and/or ownership restrictions
and/or legending requirements as the Committee may establish in its discretion
and which are specified in the Agreement and may be referred to on the
certificates evidencing such shares of Stock. The Committee may require an
Optionee to give prompt Notice to the Company concerning any disposition of
shares of Stock received upon the exercise of an ISO within: (i) two (2) years
from the date of granting such ISO to such Optionee or (ii) one (1) year from
the transfer of such shares of Stock to such Optionee or (iii) such other period
as the Committee may from time to time determine. The Committee may direct that
an Optionee with respect to an ISO undertake in the applicable Agreement to give
such Notice described in the preceding sentence, at such time and containing
such information as the Committee may prescribe, and/or that the certificates
evidencing shares of Stock acquired by exercise of an ISO refer to such
requirement to give such Notice.

        (j) In the event that a transaction described in Section 424(a) of the
Code involving the Company or a Subsidiary is consummated, such as the
acquisition of property or stock from an unrelated corporation, individuals who
become eligible to participate in the Plan in connection with such transaction,
as determined by the Committee, may be granted Options in substitution for
options granted by another corporation that is a party to such transaction. If
such substitute Options are granted, the Committee, in its discretion and
consistent with Section 424(a) of the Code, if applicable, and the terms of the
Plan, though notwithstanding paragraph (a) of this Section 5, shall determine
the option exercise price and other terms and conditions of such substitute
Options.

     6. TRANSFER, LEAVE OF ABSENCE. A transfer of an employee from the Company
to an Affiliate (or, for purposes of any ISO granted under the Plan, a
Subsidiary), or vice versa, or from one Affiliate to another (or in the case of
an ISO, from one Subsidiary to another), and a leave of absence, duly authorized
in writing by the Company or a Subsidiary or Affiliate, shall not be deemed a
termination of employment of the employee for purposes of the Plan or with
respect to any Option (in the case of ISOs, to the extent permitted by the
Code).

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     7. RIGHTS OF EMPLOYEES AND OTHER PERSONS. (a) No person shall have any
rights or claims under the Plan except in accordance with the provisions of the
Plan and the applicable Agreement.

        (b) Nothing contained in the Plan or in any Agreement shall be deemed to
(i) give any employee or director the right to be retained in the service of the
Company or any Affiliate nor restrict in any way the right of the Company or any
Affiliate to terminate any employee's employment or any director's directorship
at any time with or without cause or (ii) confer on any consultant any right of
continued relationship with the Company or any Affiliate, or alter any
relationship between them, including any right of the Company or an Affiliate to
terminate its relationship with such consultant.

        (c) The adoption of the Plan shall not be deemed to give any employee of
the Company or any Affiliate or any other person any right to be selected to
participate in the Plan or to be granted an Option.

        (d) Nothing contained in the Plan or in any Agreement shall be deemed to
give any employee the right to receive any bonus, whether payable in cash or in
Stock, or in any combination thereof, from the Company or any Affiliate, nor be
construed as limiting in any way the right of the Company or any Affiliate to
determine, in its sole discretion, whether or not it shall pay any employee
bonuses, and, if so paid, the amount thereof and the manner of such payment.

     8. TAX WITHHOLDING OBLIGATIONS. (a) The Company and/or any Affiliate are
authorized to take whatever actions are necessary and proper to satisfy all
obligations of Optionees (including, for purposes of this Section 8, any other
person entitled to exercise an Option pursuant to the Plan or an Agreement) for
the payment of all Federal, state, local and foreign taxes in connection with
any Options (including, but not limited to, actions pursuant to the following
paragraph (b) of this Section 8).

        (b) Each Optionee shall (and in no event shall Stock be delivered to
such Optionee with respect to an Option until), no later than the date as of
which the value of the Option first becomes includible in the gross income of
the Optionee for income tax purposes, pay to the Company in cash, or make
arrangements satisfactory to the Company, as determined in the Committee's
discretion, regarding payment to the Company of, any taxes of any kind required
by law to be withheld with respect to the Stock or other property subject to
such Option, and the Company and any Affiliate shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to such Optionee.

     9. CHANGES IN CAPITAL. (a) The existence of the Plan and any Options
granted hereunder shall not affect in any way the right or power of the Board or
the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company or an
Affiliate, any issue of debt, preferred or prior preference stock ahead of or
affecting Stock, the authorization or issuance of additional shares of Stock,
the dissolution or liquidation of the

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Company or its Affiliates, any sale or transfer of all or part of its assets or
business or any other corporate act or proceeding.

        (b) (i) Upon changes in the outstanding Stock by reason of a stock
dividend, stock split, reverse stock split, subdivision, recapitalization,
reclassification, merger, consolidation (whether or not the Company is a
surviving corporation), combination or exchange of shares of Stock, separation,
or reorganization, or in the event of an extraordinary dividend, "spin-off,"
liquidation, other substantial distribution of assets of the Company or
acquisition of property or stock or other change in capital of the Company, or
the issuance by the Company of shares of its capital stock without receipt of
full consideration therefor, or rights or securities exercisable, convertible or
exchangeable for shares of such capital stock, or any similar change affecting
the Company's capital structure, the aggregate number, class and kind of shares
of stock available under the Plan as to which Options may be granted, the
number, class and kind of shares under each outstanding Option and the exercise
price per share applicable to any such Options shall be appropriately adjusted
by the Committee in its discretion to preserve the benefits or potential
benefits intended to be made available under the Plan or with respect to any
outstanding Options or otherwise necessary to reflect any such change.

            (ii) Fractional shares of Stock resulting from any adjustment in
        Options pursuant to Section 9(b)(i) shall be aggregated until, and
        eliminated at, the time of exercise of the affected Options. Notice of
        any adjustment shall be given by the Committee to each Optionee whose
        Option has been adjusted and such adjustment (whether or not such Notice
        is given) shall be effective and binding for all purposes of the Plan.

        (c) (i) Immediately prior to the earlier of (A) a Change in Control, (B)
an Initial Public Offering, (C) an "Option Redemption" (as described in the
Certificate of Designations), or (D) March 15, 2008, all outstanding Options
shall automatically be accelerated and become immediately exercisable, as to all
of the shares of Stock covered thereby, notwithstanding anything to the contrary
in the Plan or the Agreement.

            (ii) In the event of any "Optional Redemption" or a "Change in
        Control Redemption" (as each such term is defined in Section 5 of the
        Certificate of Designations), the Optionee will automatically be treated
        as having exercised his or her Option, the Company's or the Optionee's
        election to exercise their rights of redemption, as applicable, shall
        extend to the Stock underlying such Option, and the Option shall be
        canceled immediately following such event. In such event, the Optionee
        shall not be required to make a payment to the Company with respect to
        the deemed exercise of such Option. Rather, such Optionee shall
        automatically receive a cash distribution (net of any applicable
        withholding obligations pursuant to Section 8) equal to the product of
        the number of shares underlying the Option multiplied by the difference
        between the per share redemption price paid by the Company in connection
        with such redemption and the exercise price provided for under the
        Option. Notwithstanding the foregoing, in the event of a Change in
        Control Redemption where the redemption price is not paid in cash, the
        Optionee will not automatically be treated as having exercised his or
        her Option, but such Option shall be exercisable and shall otherwise
        continue in accordance with its terms.

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            (iii) In the event of an IPO, each share of Stock underlying the
        Options granted hereunder shall be converted into the number of shares
        of common stock of the Company equal to the quotient of the
        then-effective "Redemption Price" (as such term is defined in the
        Certificate of Designations) divided by the price per share at which
        shares of the Company's common stock are offered in the IPO. The
        exercise price for each share of common stock under the converted option
        shall be equal to the product of the exercise price under the Option
        prior to the conversion multiplied by the quotient of the price per
        share at which shares of the Company's common stock are offered in the
        IPO divided by the then-effective Redemption Price.

            (iv) In addition to the foregoing, in the event of any other
        redemption in cash of all of the then outstanding Stock at the election
        of the Company, the terms of which are not covered by the Certificate of
        Designations, (A) the Option shall automatically be accelerated and
        become immediately exercisable, as to all of the shares of Stock covered
        thereby, and (B) the Company shall give the Optionee reasonable advance
        notice of its intent to redeem the Stock, the details relating to the
        terms of such redemption and an opportunity for the Optionee to exercise
        his Option and participate in the redemption on the same terms as
        applicable to the other shareholders whose Stock is being redeemed
        pursuant to such redemption. In the event that the Optionee does not
        exercise his or her Option pursuant to such redemption, such Option
        shall otherwise continue in accordance with its terms, but shall not be
        exercisable until a subsequent exercise triggering event described in
        this Section 9(c).

            (v) In its discretion, and on such terms and conditions as it deems
        appropriate, the Committee may provide, either by the terms of the
        Agreement applicable to any Option or by resolution adopted prior to the
        occurrence of a Change in Control, that any outstanding Option shall be
        adjusted by substituting for each share of Stock subject to such Option
        stock or other securities of the surviving corporation or any successor
        corporation to the Company, or a parent or subsidiary thereof, or that
        may be issuable by another corporation that is a party to the
        transaction resulting in the Change in Control, whether or not such
        stock or other securities are publicly traded, in which event, the
        aggregate exercise price of the Option shall remain the same and the
        amount of shares or other securities subject to the Option shall be the
        amount of shares or other securities which could have been purchased on
        the closing date or expiration date of such transaction with the
        proceeds which would have been received by the Optionee if the Option
        had been exercised in full (or with respect to a portion of such Option,
        as determined by the Committee, in its discretion) prior to such
        transaction or expiration date and the Optionee exchanged all of such
        shares in the Change in Control transaction.

            (vi) Upon the exercise of an Option pursuant to this Section 9(c),
        the Optionee shall receive a cash (or, in the case of an IPO described
        under Section 9(c)(iii), stock) payment equal to the cash value of all
        of the dividends (as provided under Section 3 of the Certificate of
        Designations) that would have been paid with respect to the shares of
        Stock received upon exercise of the Option as if the Optionee actually
        owned such Stock from the date of grant through the date of such
        exercise.

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Notwithstanding the foregoing, in no event may any Option be exercised after ten
(10) years from the date it was originally granted.

     10. MISCELLANEOUS PROVISIONS. (a) The Plan shall be unfunded. The Company
shall not be required to establish any special or separate fund or to make any
other segregation of assets to assure the issuance of shares of Stock or the
payment of cash upon exercise or payment of any Option. Proceeds from the sale
of shares of Stock pursuant to Options granted under the Plan shall constitute
general funds of the Company.

        (b) Except as otherwise provided in this paragraph (b) of Section 10 or
by the Committee, an Option by its terms shall be personal and may not be sold,
transferred, pledged, assigned, encumbered or otherwise alienated or
hypothecated otherwise than by will or by the laws of descent and distribution
and shall be exercisable during the lifetime of an Optionee only by him or her.
An Agreement may permit the exercise or payment of an Optionee's Option (or any
portion thereof) after his or her death by or to the beneficiary most recently
named by such Optionee in a written designation thereof filed with the Company,
or, in lieu of any such surviving beneficiary, as designated by the Optionee by
will or by the laws of descent and distribution. In the event any Option is
exercised by the executors, administrators, heirs or distributees of the estate
of a deceased Optionee, or such an Optionee's beneficiary, or the transferee of
an Option, in any such case pursuant to the terms and conditions of the Plan and
the applicable Agreement and in accordance with such terms and conditions as may
be specified from time to time by the Committee, the Company shall be under no
obligation to issue Stock thereunder unless and until the Committee is satisfied
that the person or persons exercising such Option is the duly appointed legal
representative of the deceased Optionee's estate or the proper legatee or
distributee thereof or the named beneficiary of such Optionee, or the valid
transferee of such Option, as applicable.

        (c) (i) If at any time the Committee shall determine, in its discretion,
that the listing, registration and/or qualification of shares of Stock upon any
securities exchange or under any state or Federal or foreign law, or the consent
or approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the sale or purchase of shares of Stock
hereunder, no Option may be granted, exercised or paid in whole or in part
unless and until such listing, registration, qualification, consent and/or
approval shall have been effected or obtained, or otherwise provided for, free
of any conditions not acceptable to the Committee.

            (ii) If at any time counsel to the Company shall be of the opinion
        that any sale or delivery of shares of Stock pursuant to an Option is or
        may be in the circumstances unlawful or result in the imposition of
        excise taxes on the Company or any Affiliate under the statutes, rules
        or regulations of any applicable jurisdiction, the Company shall have no
        obligation to make such sale or delivery, or to make any application or
        to effect or to maintain any qualification or registration under the
        Securities Act, or otherwise with respect to shares of Stock or Options
        and the right to exercise any Option shall be suspended until, in the
        opinion of such counsel, such sale or delivery shall be lawful or will
        not result in the imposition of excise taxes on the Company or any
        Affiliate.

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            (iii) Upon termination of any period of suspension under this
        Section 10(c), any Option affected by such suspension which shall not
        then have expired or terminated shall be reinstated as to all shares
        available before such suspension and as to the shares which would
        otherwise have become available during the period of such suspension,
        but no suspension shall extend the term of any Option.

        (d) The Committee may require each person receiving Stock in connection
with any Option under the Plan to represent and agree with the Company in
writing that such person is acquiring the shares of Stock for investment without
a view to the distribution thereof. The Committee, in its absolute discretion,
may impose such restrictions on the ownership and transferability of the shares
of Stock purchasable or otherwise receivable by any person under any Option as
it deems appropriate. Any such restrictions shall be set forth in the applicable
Agreement, and the certificates evidencing such shares may include any legend
that the Committee deems appropriate to reflect any such restrictions.

        (e) By accepting any benefit under the Plan, each Optionee and each
person claiming under or through such Optionee shall be conclusively deemed to
have indicated their acceptance and ratification of, and consent to, all of the
terms and conditions of the Plan and any action taken under the Plan by the
Committee, the Company or the Board, in any case in accordance with the terms
and conditions of the Plan.

        (f) In the discretion of the Committee, an Optionee may elect
irrevocably (at a time and in a manner determined by the Committee) prior to
exercising an Option that delivery of shares of Stock upon such exercise shall
be deferred until a future date and/or the occurrence of a future event or
events, specified in such election. Upon the exercise of any such Option and
until the delivery of any deferred shares under this paragraph (f) of Section
10, the number of shares otherwise issuable to the Optionee shall be credited to
a memorandum account in the records of the Company or its designee and any
dividends or other distributions payable on such shares shall be deemed
reinvested in additional shares of Stock, in a manner determined by the
Committee, until all shares of Stock credited to such Optionee's memorandum
account shall become issuable pursuant to the Optionee's election.

        (g) The Committee may, in its discretion, extend one or more loans to
Optionees who are directors, key employees or consultants of the Company or an
Affiliate in connection with the exercise or receipt of an Option granted to any
such individual. The terms and conditions of any such loan shall be established
by the Committee.

        (h) Neither the adoption of the Plan nor anything contained herein shall
affect any other compensation or incentive plans or arrangements of the Company
or any Affiliate, or prevent or limit the right of the Company or any Affiliate
to establish any other forms of incentives or compensation for their directors,
employees or consultants or grant or assume options or other rights otherwise
than under the Plan.

        (i) The Plan shall be governed by and construed in accordance with the
laws of the State of Delaware, without regard to such state's conflict of law
provisions, and, in any event, except as superseded by applicable Federal law.

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<Page>

        (j) The words "Section," "subsection" and "paragraph" herein shall refer
to provisions of the Plan, unless expressly indicated otherwise. Wherever any
words are used in the Plan or any Agreement in the masculine gender they shall
be construed as though they were also used in the feminine gender in all cases
where they would so apply, and wherever any words are used herein in the
singular form they shall be construed as though they were also used in the
plural form in all cases where they would so apply.

        (k) The Company shall bear all costs and expenses incurred in
administering the Plan, including expenses of issuing Stock pursuant to any
Options granted hereunder.

     11. LIMITS OF LIABILITY. (a) Any liability of the Company or an Affiliate
to any Optionee with respect to any Option shall be based solely upon
contractual obligations created by the Plan and the Agreement.

        (b) None of the Company, any Affiliate, any member of the Committee or
the Board or any other person participating in any determination of any question
under the Plan, or in the interpretation, administration or application of the
Plan, shall have any liability, in the absence of bad faith, to any party for
any action taken or not taken in connection with the Plan, except as may
expressly be provided by statute.

     12. AMENDMENTS AND TERMINATION. The Board may, at any time and with or
without prior notice, amend, alter, suspend or terminate the Plan, retroactively
or otherwise; PROVIDED, HOWEVER, unless otherwise required by law or
specifically provided herein, no such amendment, alteration, suspension or
termination shall be made which would impair the previously accrued rights of
any holder of an Option theretofore granted without his or her written consent,
or which, without first obtaining approval of the stockholders of the Company
(where such approval is necessary to satisfy (i) any applicable requirements
under the Code relating to ISOs; or (ii) any other applicable law, regulation or
rule), would:

        (a) except as is provided in Section 9, increase the maximum number of
            shares of Stock which may be sold or awarded under the Plan;

        (b) except as is provided in Section 9, decrease the minimum option
            exercise price requirements of Section 5(a);

        (c) change the class of persons eligible to receive Options under the
            Plan; or

        (d) extend the duration of the Plan or the period during which Options
            may be exercised under Section 5(b).

The Committee may amend the terms of any Option theretofore granted, including
any Agreement, retroactively or prospectively, but no such amendment shall
impair the previously accrued rights of any Optionee without his or her written
consent.

     13. DURATION. Following the adoption of the Plan by the Board, the Plan
shall become effective as of the date on which it is approved by the holders of
a majority of the Company's

                                      -12-
<Page>

outstanding common stock which is present and voted at a meeting, or by written
consent in lieu of a meeting, which approval must occur within the period ending
twelve (12) months after the date the Plan is adopted by the Board. The Plan
shall terminate upon the earliest to occur of:

        (a) the effective date of a resolution adopted by the Board terminating
            the Plan;

        (b) the date all shares of Stock subject to the Plan are delivered
            pursuant to the Plan's provisions; or

        (c) ten (10) years from the date the Plan is approved by the Company's
            stockholders.

No Option may be granted under the Plan after the earliest to occur of the
events or dates described in the foregoing paragraphs (a) through (c) of this
Section 13; HOWEVER, Options theretofore granted may extend beyond such date.

No such termination of the Plan shall affect the previously accrued rights of
any Optionee hereunder and all Options previously granted hereunder shall
continue in force and in operation after the termination of the Plan, except as
they may be otherwise terminated in accordance with the terms of the Plan or the
Agreement.

     14. DEFINITIONS. As used in the Plan, the following capitalized terms shall
have the meanings set forth below:

        (a) "AFFILIATE" - other than the Company, (i) any corporation or limited
liability company in an unbroken chain of corporations or limited liability
companies ending with the Company if each corporation or limited liability
company owns stock or membership interests (as applicable) possessing more than
fifty percent (50%) of the total combined voting power of all classes of stock
in one of the other corporations or limited liability companies in such chain;
(ii) any corporation, trade or business (including, without limitation, a
partnership or limited liability company) which is more than fifty percent (50%)
controlled (whether by ownership of stock, assets or an equivalent ownership
interest or voting interest) by the Company or one of its Affiliates; or (iii)
any other entity, approved by the Committee as an Affiliate under the Plan, in
which the Company or any of its Affiliates has a material equity interest.

        (b) "AGREEMENT" - a written stock option award agreement evidencing an
Option, as described in Section 2(e).

        (c) "BOARD" - the Board of Directors of the Company.

        (d) "CERTIFICATE OF DESIGNATIONS" - the Certificate of Designations,
Preferences and Relative, Participating, Option and Other Special Rights of
Preferred Stock and Qualifications, Limitations and Restrictions Thereof of 18%
Senior Convertible Redeemable Series D Preferred Stock of APCOA/Standard
Parking, Inc.

                                      -13-
<Page>

        (e) Unless otherwise determined by the Committee and set forth in the
applicable Agreement, "CHANGE IN CONTROL" shall mean a Change in Control as
defined in the Certificate of Designations.

        (f) "CODE" - the Internal Revenue Code of 1986, as it may be amended
from time to time, including regulations and rules thereunder and successor
provisions and regulations and rules thereto.

        (g) "COMMITTEE" - the Chairman of the Board, or such Board committee as
may be designated by the Board to administer the Plan.

        (h) "COMPANY" - APCOA/Standard Parking Inc., a Delaware corporation, or
any successor entity.

        (i) "EFFECTIVE DATE" - the date on which the Plan is effective, as
determined pursuant to Section 13.

        (j) "EXCHANGE ACT" - the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

        (k) "FAIR MARKET VALUE" - of a share of Stock as of a given date shall
be the fair market value of a share of Stock as determined by the Board in its
sole discretion by such reasonable valuation method as the Board shall, in its
discretion, select and apply in good faith on a given date; PROVIDED, HOWEVER,
that for purposes of paragraphs (a) and (h) of Section 5, such fair market value
shall be determined subject to Section 422(c)(7) of the Code; PROVIDED FURTHER,
HOWEVER, that (i) if the Stock is listed or admitted on a national securities
exchange, Fair Market Value on any date shall be the last sale price reported
for a share of Stock on such exchange on such date or on the last date preceding
such date on which a sale was reported, or (ii) if the Stock is not then listed
or admitted on such an exchange, but is admitted to quotation on the Nasdaq
National Market (or any successor or similar quotation system regularly
reporting the market value of the Stock in the over-the-counter market), Fair
Market Value on any date shall be the mean of the closing representative bid and
asked prices for the Stock on such date or on the last date preceding such date
on which a sale was reported.

        (l) "IPO" or "INITIAL PUBLIC OFFERING" - an initial public offering of
shares of common stock, par value $0.01, of the Company registered under the
Securities Act, whether for the sale of shares of the Company's common stock by
the Company or by stockholders of the Company.

        (m) "IPO REDEMPTION" - an IPO Redemption as defined in the Certificate
of Designations.

        (l) "ISO" or "INCENTIVE STOCK OPTION" - a right to purchase Stock
granted to an Optionee under the Plan in accordance with the terms and
conditions set forth in Section 5 and which conforms to the applicable
provisions of Section 422 of the Code.

                                      -14-
<Page>

        (m) "NOTICE" - written notice actually received by the Company at its
executive offices on the day of such receipt, if received on or before 1:30
p.m., on a day when the Company's executive offices are open for business, or,
if received after such time, such notice shall be deemed received on the next
such day, which notice may be delivered in person to the Chairman of the Board
or sent to the Company in accordance with the Agreement at the address indicated
in such Agreement.

        (n) "OPTION" - a right to purchase Stock granted to an Optionee under
the Plan in accordance with the terms and conditions set forth in Section 5.
Options may be either ISOs or stock options other than ISOs.

        (o) "OPTIONEE" - an individual who is eligible, pursuant to Section 4,
and who has been selected, pursuant to Section 2(c), to participate in the Plan,
and who holds an outstanding Option granted to such individual under the Plan in
accordance with the terms and conditions set forth in Section 5.

        (p) "PERSON" - an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or other entity of whatever
nature.

        (q) "PLAN" - this APCOA/Standard Parking, Inc. 2001 Stock Option Plan.

        (r) "SECURITIES ACT" - the Securities Act of 1933, as it may be amended
from time to time, including the regulations and rules promulgated thereunder
and successor provisions and regulations and rules thereto.

        (s) "STOCK" - the 18% Senior Convertible Redeemable Series D Preferred
Stock due 2008 of the Company.

        (t) "SUBSIDIARY" - any present or future corporation which is or would
be a "subsidiary corporation" of the Company as the term is defined in Section
424(f) of the Code.

                                      -15-