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                                                             Exhibit 10.33


                        EXCHANGE AND AMENDMENT AGREEMENT

                                 BY AND BETWEEN

                          APCOA/STANDARD PARKING, INC.A

                                       AND

                                  FIDUCIA LTD.

                          Dated as of November 20, 2001

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                        EXCHANGE AND AMENDMENT AGREEMENT

          EXCHANGE AND AMENDMENT AGREEMENT (this "AGREEMENT") dated as of
November 20, 2001 (the "Closing Date"), by and between APCOA/STANDARD PARKING,
INC. (the "COMPANY"), a corporation organized under the laws of Delaware, and
Fiducia Ltd. ("FIDUCIA"), a company organized under the laws of Bermuda.

                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS, the Company proposes to offer to exchange (the "EXCHANGE
OFFER") pursuant to an Offering Circular (as defined herein) (a) $50.0 million
(with a minimum of $45.5 million and a maximum of $65.0 million) of its newly
issued 14% Senior Subordinated Second Lien Notes due 2006 (the "NEW NOTES") for
the Company's outstanding 9 1/4% Senior Subordinated Notes due 2008 (the "9 1/4%
NOTES") plus $506.90 additional cash to the Company per $1,000 of aggregate
principal amount of 9 1/4% Notes tendered (subject to adjustment as described in
the Offering Circular) or, alternatively, (b) 0.1 shares of its 18% Senior
Convertible Redeemable Preferred Stock (the "PREFERRED STOCK") per $1,000 of
aggregate principal amount of 9 1/4% Notes tendered;

          WHEREAS, the Company seeks to amend the Indenture, dated as of March
30, 1998, between the Company, the guarantors named therein and State Street
Bank and Trust Company, as trustee, (the "INDENTURE") governing the terms of its
9 1/4% Notes (the "AMENDMENTS") by soliciting the consents of holders of its 9
1/4% Notes to amend the Indenture (the "CONSENT SOLICITATION");

          WHEREAS, Fiducia owns and has power to dispose of $35.0 million of the
9 1/4% Notes (the "SUBJECT NOTES");

          WHEREAS, Fiducia desires that the Company undertake the Exchange Offer
and the Consent Solicitation; and

          WHEREAS, the execution of this Agreement by Fiducia and the Company is
a condition precedent to the making of the Exchange Offer and the Consent
Solicitation by the Company.

          NOW, THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:

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                                    ARTICLE I

                                   DEFINITIONS

          Section 1.1 GENERALLY. For purposes of this Agreement, capitalized
terms used and not defined herein shall have the respective meanings ascribed to
them in the Offering Circular.

          Section 1.2 DEFINITIONS

          "LIEN" shall mean, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law (including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction).

          "OFFERING CIRCULAR" shall mean that Offering Circular and Consent
Solicitation dated November 20, 2001 and accompanying documentation which sets
forth the terms of the Exchange Offer and Consent Solicitation, substantially in
the form provided to Fiducia on the date hereof.

          "PERMIT" shall mean all federal, state, local and foreign permits,
approvals, licenses, authorizations, certificates, rights, exemptions and orders
from Governmental Entities.

          "PERSON" shall mean and include an individual, a partnership, a
limited liability partnership, a joint venture, a corporation, an association, a
joint stock company, a limited liability company, a trust, an unincorporated
organization, a group, a government or other department or agency or political
subdivision thereof or any other entity.

          "SECURITIES ACT" shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

                                   ARTICLE II

                   REPRESENTATIONS AND WARRANTIES OF FIDUCIA

          Fiducia hereby represents and warrants to the Company as of the
Closing Date as follows:

          Section 2.1 DUE ORGANIZATION, ETC. Fiducia is duly organized and
validly existing under the laws of the jurisdiction of its incorporation or
organization. Fiducia further represents and warrants to, and covenants with,
the Company that (i) Fiducia has full right, power, authority and capacity to
enter into this Agreement and to consummate the transactions contemplated
hereby, and (ii) upon the execution and delivery of this Agreement, this
Agreement shall constitute a valid and binding obligation of Fiducia,
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization,

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moratorium or similar laws affecting creditors' and contracting parties' rights
generally and except as enforceability may be subject to general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).

          Section 2.2 OWNERSHIP OF FIDUCIA. Fiducia, or its affiliates,
beneficially owns the Subject Notes. Fiducia has sole power of disposition with
respect to the Subject Notes with no limitations, qualifications or restrictions
on such rights, subject only to applicable securities laws and the terms of this
Agreement.

          Section 2.3 POWER TO DISPOSE AND CONSENT. Fiducia represents that it
has all necessary power and authority to dispose of the Subject Notes pursuant
to the Exchange Offer and to consent to the Amendments pursuant to the Consent
Solicitation.

          Section 2.4 NO CONFLICTS. None of the execution and delivery of this
Agreement by Fiducia, the consummation by Fiducia of the transactions
contemplated hereby or compliance by Fiducia with any of the provisions hereof
shall (i) conflict with or result in any breach of any applicable organizational
documents applicable to Fiducia, (ii) result in, or give rise to, a violation or
breach of, or constitute (with or without notice or lapse of time or both) a
default under any of the terms, conditions or provisions of any note, bond,
mortgage, indenture, license, contract, commitment, arrangement, understanding,
agreement or other instrument or obligation of any kind to which Fiducia is a
party or by which Fiducia or any of the Subject Notes, properties or assets may
be bound, or (iii) violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to Fiducia or any of Fiducia's properties
or assets.

          Section 2.5 NO FINDER'S FEES. No broker, investment banker, financial
advisor or other Person is entitled to any broker's, finder's, financial
advisor's or other similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of Fiducia.

          Section 2.6 NO ENCUMBRANCES. The Subject Notes and the certificates
representing the Subject Notes are now, and at all times during the term hereof
will be, held by Fiducia, or by a nominee or custodian for the benefit of
Fiducia, free and clear of all Liens except for any such encumbrances or proxies
arising hereunder. The transfer by Fiducia of the Subject Notes to the Company
pursuant to this Agreement shall pass to and unconditionally vest in the Company
good and valid title to all of the Subject Notes, free and clear of all claims,
Liens, restrictions, limitations and encumbrances whatsoever, other than any
such encumbrances created by the Company.

          Section 2.7 INVESTMENT INTENT. This Agreement is made with Fiducia in
reliance upon Fiducia's representations to the Company, which, by Fiducia's
execution of this Agreement Fiducia hereby confirms, that the Preferred Stock to
be received by Fiducia in exchange for the Subject Notes will be acquired for
investment for Fiducia's own account, not as a nominee or agent, and not with a
view to the resale or distribution of any part thereof, and that Fiducia has no
present intention of selling, granting any participation in, or otherwise
distributing the same. By executing this Agreement, Fiducia further represents
that it does not have any contract,

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undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to the
Preferred Stock.

          Section 2.8 RELIANCE ON REPRESENTATIONS. Fiducia understands that the
Preferred Stock is not registered under the Securities Act on the ground that
the sale provided for in the Exchange Offer and the issuance of securities
thereunder is exempt from registration under the Securities Act pursuant to
Section 4(2) thereof, and that the Company's reliance on such exemption is
predicated on Fiducia's representations set forth herein. Fiducia realizes that
the basis for the exemption may not be present if, notwithstanding such
representations, Fiducia has in mind merely acquiring shares of the Preferred
Stock for a fixed or determinable period in the future, or for a market rise, or
for sale if the market does not rise. Fiducia has no such intention.

          Section 2.9 EXPERIENCED INVESTOR. Fiducia represents that it is
experienced in evaluating and investing in private placement transactions of
securities and acknowledges that it is able to fend for itself, can bear the
economic risk of such investment, and has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of the investment in the Preferred Stock. Fiducia also represents that it
has not been organized for the purpose of acquiring the Preferred Stock.

          Section 2.10 ACCREDITED INVESTOR. Fiducia represents that it is an
institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act.

          Section 2.11 RESTRICTED SECURITY. Fiducia represents and acknowledges
that the Preferred Stock may not be sold, transferred, or otherwise disposed of
without registration under the Securities Act or an exemption therefrom and that
in the absence of an effective registration statement covering the Preferred
Stock or an available exemption from registration under the Securities Act, the
Preferred Stock must be held indefinitely. Fiducia represents and acknowledges
that the Preferred Stock will bear a legend substantially in the form set forth
in the Offering Circular. Fiducia represents and acknowledges that the Company
will be under no obligation to register the Preferred Stock under the Securities
Act, and that the Company does not currently intend to register the Preferred
Stock except to the extent set forth in the Offering Circular and the
Certificate of Designation of the Preferred Stock.

          Section 2.12 NO APPROVAL. Fiducia further represents and acknowledges
that the offer and sale of the Preferred Stock has not been approved or
disapproved by the U.S. Securities and Exchange Commission or any other federal
or state office or agency, nor will such offer and sale be approved by any such
agency at the time of the consummation of the Exchange Offer and Consent
Solicitation.

          Section 2.13 FULL INFORMATION. Fiducia represents and acknowledges
that it has had an opportunity to ask questions of and receive answers from
representatives of the Company concerning the terms of the Preferred Stock, the
Exchange Offer and the Consent Solicitation, and all such questions have been
answered to full satisfaction of Fiducia. Fiducia understands that no person
other than the Company has been authorized to make any representation or
warranty other than as contained in the Offering Circular and, if made, such
representation may

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not be relied on unless it is made in writing and signed by the Company. The
Company has not rendered any investment or tax advice to Fiducia with respect to
the suitability of an investment in the Preferred Stock or the tax consequences
thereof. The Company has urged Fiducia to consult its own tax advisor concerning
any tax matters relating to this investment.

          Section 2.14 SUBJECT TO TERMS OF EXCHANGE OFFER. Fiducia represents
and acknowledges that the terms of the Preferred Stock and the Exchange Offer
are subject in all respects to the terms relating to the Preferred Stock and the
Exchange Offer set forth in the Company's Offering Circular, substantially in
the form attached hereto.

          Section 2.15 SOLE CONSIDERATION. Fiducia represents that the only
consideration it will receive from the Company for entering into this Agreement
and for the consummation of the transactions described herein will be the
Preferred Stock it receives pursuant to the terms of the Exchange Offer

          Section 2.16 NON-AFFILIATE. Fiducia represents that it is not under
common control with the Company, and does not possess direct or indirect power
to direct the management or policies of the Company, whether through voting
securities, agreement or otherwise.

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Company represents and warrants to Fiducia as of the Closing Date
as follows:

          Section 3.1 DUE ORGANIZATION. The Company is a company duly organized
and validly existing under the laws of the jurisdiction of its incorporation or
organization. The Company has all necessary power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby,
including the issuance of the Preferred Stock.

          Section 3.2 DUE AUTHORIZATION. All corporate action on the part of the
Company, its officers and directors necessary for the authorization, execution
and delivery of this Agreement has been taken or will be taken prior to the
Closing Date. All corporate action on the part of the Company, its officers,
directors and stockholders necessary for the authorization, issuance, sale and
delivery of the Preferred Stock being sold hereunder has been taken or will be
taken prior to the Expiration Date. This Agreement, when executed and delivered,
will constitute valid and legally binding obligations of the Company,
enforceable in accordance with its terms except to the extent that its
enforceability may be subject to applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles.

                  Section 3.3 VALID ISSUANCE. The Preferred Stock, when issued,
sold and delivered in accordance with the terms of the Exchange Offer for the
consideration expressed therein, will be duly and validly issued, fully paid and
non assessable.

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          Section 3.4 NO CONFLICTS. None of the execution and delivery of this
Agreement by the Company or the consummation by the Company of the transactions
contemplated hereby at the time of their consummation shall (i) conflict with or
result in any breach of the organizational documents of the Company, (ii) result
in a violation or breach of, or constitute (with or without notice or lapse of
time or both) a default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
contract, commitment, arrangement, understanding, agreement or other instrument
or obligation of any kind to which the Company is a party or by which the
Company or any of its respective properties or assets may be bound, or (iii)
violate any order, writ, injunction, decree, judgment, order, statute, rule or
regulation applicable to the Company or any of its respective properties or
assets.

                                   ARTICLE IV

                              COVENANTS OF FIDUCIA

          Section 4.1 NO ENCUMBRANCE. Fiducia agrees that, except as
contemplated by the terms of this Agreement, Fiducia shall not and shall cause
its affiliates not to (i) sell, transfer, tender, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other agreement with
respect to, or consent to, the sale, transfer, tender, pledge, encumbrance,
assignment or other disposition of, any or all of the Subject Notes, (ii) grant
any proxies or powers of attorney in respect of the Subject Notes, or (iii) take
any action that would have the effect of preventing or disabling Fiducia from
performing its obligations under this Agreement.

          Section 4.2 CONSENT. Fiducia agrees to consent to the Amendments in
the Consent Solicitation in the full amount of the Subject Notes, prior to the
Expiration Date and to refrain from taking any action that would cause its
consent to be withdrawn from the Consent Solicitation or rejected by the Company
or the Exchange Agent for failure to satisfy the terms and requirements of the
Consent Solicitation relating to the proper means of consenting to the
Amendments. Fiducia further agrees that in the event all or any part of its
consent is rejected in the Consent Solicitation due to any defect in form or
procedure, Fiducia will use its best efforts to cure such defect and consent to
the Amendments pursuant to the Consent Solicitation prior to the Expiration
Date.

          Section 4.3 TENDER. Fiducia agrees to tender the Subject Notes
pursuant to the terms of the Exchange Offer, on or prior to the Expiration Date
and to refrain from taking any action which would cause the Subject Notes to be
withdrawn from the Exchange Offer or rejected by the Company or the Exchange
Agent for failure to satisfy the terms and requirements of the Exchange Offer
relating to the proper tendering of securities. Fiducia further agrees that in
the event all or any part of the Subject Notes are rejected for tender in the
Exchange Offer due to any defect in form or procedure, Fiducia will use its best
efforts to cure such defect and tender the Subject Notes pursuant to the terms
of the Exchange Offer prior to the Expiration Date. Fiducia further agrees that
when tendering the Subject Notes in the Exchange Offer, it will select to
receive Preferred Stock from the Company in exchange for the Subject Notes, for
all amounts of the Subject Notes so tendered.

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                                    ARTICLE V

                            COVENANTS OF THE COMPANY

          Section 5.1 CONSUMMATION OF THE EXCHANGE OFFER AND CONSENT
SOLICITATION. The Company covenants to use its reasonable best efforts to
consummate the Exchange Offer and Consent Solicitation in accordance with terms
set forth in the Offering Circular; PROVIDED, HOWEVER, that the Company's
obligation to consummate the Exchange Offer is conditioned upon, among other
things, the satisfaction or waiver of certain conditions as described in the
Offering Circular, including, but not limited to,

          (i)   the valid tender, and acceptance by the Company of a minimum of
                $35.0 million and a maximum of $62.9 million in aggregate
                principal amount of the 9 1/4% Notes for exchange into New Notes
                prior to the Expiration Date,

          (ii)  the receipt by the Company of at least $21.0 million in cash
                from holders of 9 1/4% Notes as partial consideration to
                exchange those notes for New Notes,

          (iii) the exchange of at least $35.0 million in aggregate principal
                amount of 9 1/4% Notes into Preferred Stock,

          (iv)  the receipt of the consent of holders of 9 1/4% Notes to the
                Proposed Amendments representing at least a majority in
                aggregate principal amount of the 9 1/4% Notes, excluding notes
                owned by the Company and its affiliates on or prior to the
                Expiration Date,

          (v)   the receipt by the Company's parent of waivers from holders of
                at least $25.6 million in aggregate principal amount of its 11
                1/4% senior discount notes due 2008 to have their cash interest
                payments delayed until March 15, 2007 from September 15, 2003,

          (vi)  the receipt of the consent of holders of the Company's parent's
                11 1/4% senior discount notes representing at least a majority
                in aggregate principal amount of such notes, excluding notes
                owned by the Company and its affiliates on or prior to the
                Expiration Date, to amend the indenture governing such notes to
                eliminate substantially all of the financial and restrictive
                covenants,

          (vii) the entering into of a new senior credit facility, and

          (viii)the effectiveness of all agreements, including the new senior
                credit facility, governing the transactions contemplated in the
                Offering Circular in accordance with their terms.

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                                   ARTICLE VI

                                  MISCELLANEOUS

          Section 6.1 PUBLICATION. Fiducia hereby permits the Company to publish
and disclose in the Offering Circular the nature of its commitments,
arrangements and understandings pursuant to this Agreement.

          Section 6.2 ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties hereto with respect to the subject matter contained
herein and supersedes all prior agreements and understandings, oral and written,
with respect thereto.

          Section 6.3 BINDING EFFECT; BENEFIT; ASSIGNMENT. This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
permitted assigns. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto, except by
will or by the laws of descent and distribution, without the prior written
consent of each of the other parties, except that the Company may assign and
transfer its rights and obligations hereunder to any direct or indirect wholly
owned Subsidiary of the Company. Nothing in this Agreement, expressed or
implied, is intended to confer on any Person, other than the parties hereto, any
rights or remedies.

                  Section 6.4 AMENDMENTS, WAIVERS, ETC. This Agreement may not
be amended, changed, supplemented, waived or otherwise modified or terminated
except upon the execution and delivery of a written agreement executed by all of
the relevant parties hereto.

          Section 6.5 NOTICES. All notices, requests, demands, waivers and other
communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given if delivered in person or
mailed, certified or registered mail with postage prepaid, or sent by facsimile
(upon confirmation of receipt), as follows:

          (i)    If to Fiducia, at the address set forth below:

                 Fiducia Ltd.
                 Fourth Floor
                 British America Building
                 P.O. Box HM3143
                 Hamilton, Bermuda HM NX

          (ii)   If to the Company, at the address set forth below:

                 APCOA/Standard Parking, Inc.
                 900 North Michigan Avenue
                 Suite 1600
                 Chicago, Illinois  60611
                 Attention:  Robert Sacks, Esq.

                                      8
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                 with a copy (which shall not constitute notice) to:

                 White & Case LLP
                 1155 Avenue of the Americas
                 New York, New York  10036
                 Attention:   Timothy B. Goodell, Esq.
                              Jonathan E. Kahn, Esq.
                 Fax:  212-354-8113

or to such other Person or address as any party shall specify by notice in
writing to each of the other parties. All such notices, requests, demands,
waivers and communications shall be deemed to have been received on the date of
delivery, except for a notice of a change of address, which shall be effective
only upon receipt thereof.

          Section 6.6 SPECIFIC ENFORCEMENT. The parties agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. Accordingly, the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement, this being in addition to any other
remedy to which they are entitled at law or in equity.

          Section 6.7 REMEDIES CUMULATIVE. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law or
in equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.

          Section 6.8 NO WAIVER. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.

          Section 6.9 APPLICABLE LAW. THIS AGREEMENT AND THE LEGAL RELATIONS
BETWEEN THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS RULES
THEREOF. THE COMPETENT STATE OR FEDERAL COURTS LOCATED WITHIN THE STATE OF NEW
YORK WILL HAVE JURISDICTION OVER ANY AND ALL DISPUTES BETWEEN THE PARTIES
HERETO, WHETHER IN LAW OR EQUITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY, AND THE
PARTIES CONSENT TO AND AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS. EACH
OF THE PARTIES HEREBY WAIVES AND AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (I) SUCH PARTY IS
NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, (II) SUCH

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PARTY AND SUCH PARTY'S PROPERTY IS IMMUNE FROM ANY LEGAL PROCESS ISSUED BY SUCH
COURTS OR (III) ANY LITIGATION OR OTHER PROCEEDING COMMENCED IN SUCH COURTS IS
BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

          Section 6.10 HEADINGS. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement and
shall not affect in any way the meaning or interpretation of this Agreement.

          Section 6.11 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, and all of which
together shall be deemed to be one and the same instrument.

          Section 6.12 TERMINATION. This Agreement shall terminate, and neither
the Company nor Fiducia shall have any rights or obligations hereunder, and this
Agreement shall become null and void and have no effect upon the earliest to
occur of (i) the date on which the Exchange Offer and Consent Solicitation is
withdrawn by the Company or expires in accordance with its terms and (ii) by the
mutual consent of the Company and Fiducia.

                                      * * *

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          IN WITNESS WHEREOF, the Company and Fiducia have caused this Agreement
to be duly executed as of the day and year first above written.

                                          APCOA/STANDARD PARKING, INC.

                                          By
                                            ----------------------------------
                                           Name: G. Marc Baumann
                                           Title:Executive Vice President, Chief
                                                 Financial Officer and Treasurer

                                         FIDUCIA LTD.

                                         By
                                           -----------------------------------
                                           Name:  John G. Wakely
                                           Title: Chairman

<Page>

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                             <C>
ARTICLE I   DEFINITIONS............................................................................................2

          Section 1.1  Generally...................................................................................2
          Section 1.2  Definitions.................................................................................2

ARTICLE II  REPRESENTATIONS AND WARRANTIES OF FIDUCIA..............................................................2

          Section 2.1  Due Organization, etc.......................................................................2
          Section 2.2  Ownership of Fiducia........................................................................3
          Section 2.3  Power to Dispose and Consent................................................................3
          Section 2.4  No Conflicts................................................................................3
          Section 2.5  No Finder's Fees............................................................................3
          Section 2.6  No Encumbrances.............................................................................3
          Section 2.7  Investment Intent...........................................................................3
          Section 2.8  Reliance on Representations.................................................................4
          Section 2.9  Experienced Investor........................................................................4
          Section 2.10  Accredited Investor........................................................................4
          Section 2.11  Restricted Security........................................................................4
          Section 2.12  No Approval................................................................................4
          Section 2.13  Full Information...........................................................................4
          Section 2.14  Subject to Terms of Exchange Offer.........................................................5
          Section 2.15  Sole Consideration.........................................................................5
          Section 2.16  Non-Affiliate..............................................................................5

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY..........................................................5

          Section 3.1  Due Organization............................................................................5
          Section 3.2  Due Authorization...........................................................................5
          Section 3.3  Valid Issuance..............................................................................5
          Section 3.4  No Conflicts................................................................................6

ARTICLE IV  COVENANTS OF FIDUCIA...................................................................................6

          Section 4.1  No Encumbrance..............................................................................6
          Section 4.2  Consent.....................................................................................6
          Section 4.3  Tender......................................................................................6

ARTICLE V   COVENANTS OF THE COMPANY...............................................................................7

          Section 5.1  Consummation of the Exchange Offer and Consent Solicitation.................................7

ARTICLE VI  MISCELLANEOUS..........................................................................................8
</Table>

                                        (i)
<Page>

<Table>
                                                                                                                PAGE
                                                                                                                ----
          <S>                                                                                                   <C>
          Section 6.1  Publication.................................................................................8
          Section 6.2  Entire Agreement............................................................................8
          Section 6.3  Binding Effect; Benefit; Assignment.........................................................8
          Section 6.4  Amendments, Waivers, etc....................................................................8
          Section 6.5  Notices.....................................................................................8
          Section 6.6  Specific Enforcement........................................................................9
          Section 6.7  Remedies Cumulative.........................................................................9
          Section 6.9  Applicable Law..............................................................................9
          Section 6.10  Headings..................................................................................10
          Section 6.11  Counterparts..............................................................................10
          Section 6.12  Termination...............................................................................10
</Table>

                                      (ii)