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                                                                 Exhibit 10.37

                THIRD AMEDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT


         THIS THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this "Second
Amendment") is made and entered into as of this 31st day of January 2002, by and
between APCOA/STANDARD PARKING, INC., a Delaware corporation (the "Company") and
JAMES A. WILHELM ("Executive").

                                    RECITALS

         A.       The Company and Executive are parties to an Executive
Employment Agreement dated August 1, 1999 (the "Employment Agreement"), which
was modified pursuant the First Amendment to Executive Employment Agreement
dated April 25, 2001 ("First Amendment") and the Second Amendment dated October
19, 2001 (the "Second Amendment"). The Employment Agreement, the First Amendment
and Second Amendment are hereinafter collectively referred to as the "Employment
Agreement". All capitalized terms used herein and not otherwise defined shall
have the same meaning ascribed to such terms in the Employment Agreement.

         B.       The Company and Executive desire to amend certain terms of the
Employment Agreement as hereinafter set forth.

         NOW, THEREFORE, the Employment Agreement is hereby amended in the
following respects:


         1.       Subparagraph (b) of Paragraph 2 is hereby amended by deleting
the entire subparagraph and inserting the following paragraph in lieu thereof:

                  "(b) BONUS. For the calendar year ending December 31, 2002,
                  the Executive shall be eligible for a pro-rata annual bonus of
                  up to $150,000 (the "Annual Bonus") so long as the Company
                  achieves not less than 96% of the EBITDA Goal (the "Minimum
                  Attainment Level"). The Annual Bonus shall be calculated as
                  the product of $150,000 multiplied by the EBITDA Attainment
                  Level. Executive shall only be eligible for the Annual Bonus
                  or a pro-rata portion thereof, as the case may be, upon the
                  Company achieving the Minimum Attainment Level.

                  For purposes of this Agreement, (i) the "EBITDA Goal" is $25
                  Million, determined following the end of the calendar year
                  ending December 31, 2002, from the Company's annual certified
                  audit; and (ii) the "EBITDA Attainment Level" means the
                  percentage of

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                  attainment of the EBITDA Goal from the Minimum Attainment
                  Level to 100%.

                  For each year during the term of the Agreement following the
                  calendar year ending December 31, 2002, the parties shall
                  mutually agree upon a new bonus formula.

                  Notwithstanding anything contained in this subparagraph 2 to
                  the contrary, if the Company shall make an acquisition of
                  another company or entity which shall impact in any way the
                  calculation of the Company's earnings and/or profits (losses)
                  during calendar year 2002 or any year thereafter during the
                  term of the Agreement, the parties agree to modify whatever
                  bonus formula then in effect on terms mutually agreeable so
                  that the impact of the acquisition does not distort the
                  anticipated bonus goals previously agreed to.

                  For calendar year ending December 31, 2001, Executive shall be
                  eligible to receive 10/12ths of an annual bonus, based upon
                  the terms and conditions of an annual bonus program
                  established by the Company for such calendar year. "

         2.       Except as specifically amended by this Third Amendment the
Employment Agreement shall remain unchanged and in full force and effect.

         IN WITNESS WHEREOF, Executive and the Company have executed this Third
Amendment as of day and year first above written.


         APCOA/Standard Parking, Inc.


         By:  _____________________
              John V. Holten
              Chairman of the Board


         Executive:


              _____________________
              James A. Wilhelm