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                                                                   EXHIBIT 10.39
                              CONSULTING AGREEMENT

          THIS AGREEMENT, made and entered into this 16th day of October, 2001
is between SHORELINE ENTERPRISES, LLC, a Delaware limited liability company (the
"Company"), and APCOA/STANDARD PARKING, INC., a Delaware corporation ("APCOA").

          Myron C. Warshauer ("MW"), the manager and principal owner of the
Company, has been the CEO of APCOA pursuant to an Employment Agreement dated
March 30, 1998 (the "Employment Agreement"). MW has now voluntarily resigned as
an officer/director of APCOA and is providing consulting services to APCOA
pursuant to paragraph 5(D) of the Employment Agreement.

          APCOA has now requested that the Company make MW available to provide
certain additional consulting services to APCOA. The Company and MW are
agreeable to same, but only on the terms set forth in this Agreement.

          IT IS, THEREFORE, AGREED:

          1. CONSULTING COVENANTS. Commencing on the date of this Agreement and
continuing until terminated pursuant to paragraph 3 hereof, the Company shall
make MW available to consult and advise APCOA concerning matters as to which MW
has special competence, knowledge, skill or experience by reason of his former
participation in the activities of APCOA. The Company shall be free to determine
the amount of time which MW will spend in rendering such consulting services and
to determine the specific manner in which his services will be performed, and to
arrange Maw's own time, pursuits and consulting schedule; provided, that such
services shall be rendered at mutually agreeable times and places, and shall not
exceed 16 hours per month (in addition to the 24 hours per month referred to in
said paragraph 5(D) of the Employment Agreement). MW shall provide such
consulting services as "Vice Chairman (Emeritus)," which title and role shall
NOT be that of an officer, director, employee or agent.

          2. CONSIDERATION. In consideration of the promises and covenants of
the Company hereunder, APCOA shall pay to the Company the annual sum of One
Hundred Fifty Thousand Dollars ($150,000.00), payable not less frequently than
monthly. Said amount shall be increased annually to reflect any adjustments in
the Consumer Price Index for All Urban Consumers. APCOA shall also reimburse the
Company for all expenses duly incurred in connection with the consulting
services to be performed hereunder which are authorized by APCOA in writing in
advance, upon submission of itemized expense statements in the manner and at the
time specified by APCOA.

          3. TERM. Unless mutually agreed otherwise by the parties, this
Agreement shall have a term commencing on the date hereof and expiring on the
earlier of (i) the "Cutoff Date" (as defined in the Employment Agreement), or
(ii) the

          Company's notice to APCOA that the Company elects to terminate this
Agreement. This Agreement shall not be terminated for any other reason
whatsoever, including but not limited to "reasonable cause," physical or mental
incapacity or the like.

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                  4. NOTICES. Any notice given pursuant to this Agreement shall
be in writing and shall be deemed given on the earlier of the date the same is
(a) personally delivered to the party to be notified, with receipt acknowledged,
or (b) mailed, postage prepaid, registered or certified with return receipt
requested, addressed as follows, or at such other address as a party may from
time to time designate in writing:

                  To the Company:         c/o Myron C. Warshauer
                                          1401 Waverly Rd.
                                          Highland Park, IL 60035

                  To APCOA:               c/o John V. Holton
                                          545 Steamboat Rd.
                                          Greenwich, CT 06830

                  With a copy to:         APCOA/Standard Parking, Inc.
                                          900 N. Michigan Ave.
                                          Chicago, IL 60611
                                          Attn: General Counsel

          5. MODIFICATION. No modification, amendment or waiver of the
provisions of this Agreement shall be effective unless in writing specifically
referring hereto and signed by both parties.

          6. WAIVER OF BREACH. The waiver by either party of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach.

          7. ASSIGNABILITY AND BINDING EFFECT. Neither the Company nor APCOA
shall assign its rights or delegate the performance of its obligations hereunder
without the prior written consent of the other party. Subject to the provisions
of the preceding sentence, all the terms of this Agreement shall be binding upon
and shall inure to the benefit of the parties and their legal representatives,
successors and assigns.

          8. GOVERNING LAW. This Agreement and the rights of the parties
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Illinois. The unenforceability or invalidity of any provisions of
this Agreement shall not affect the enforceability or validity of the balance of
this Agreement.

          9. CAPTIONS. Captions contained in this Agreement are inserted for
convenience only and in no way define, limit, or extend the scope or intent of
any provision of this Agreement.

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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

SHORELINE ENTERPRISES, LLC                          APCOA/STANDARD PARKING, INC.

By:                                           By:
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     Its:                                          Its: Chairman
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