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                                                                 Exhibit 10.21.1


                      FIRST AMENDMENT TO AGREEMENT OF LEASE


         THIS FIRST AMENDMENT TO AGREEMENT OF LEASE ("AMENDMENT") is made and
entered into as of the 1st day of May, 1999, by and between LaSalle Bank
National Association formerly known as LASALLE NATIONAL BANK, as successor
trustee to LaSalle National Trust, N.A., as successor trustee to LaSalle
National Bank, as Trustee under that certain Trust Agreement dated March 1, 1984
and known as Trust No. 107701 ("LANDLORD") and APCOA/STANDARD PARKING, INC.
F/K/A APCOA, INC., a Delaware corporation ("TENANT")

                                    RECITALS:

       A.     Landlord, or its predecessor in interest, and Tenant are parties
to that certain Agreement of Lease dated June 4, 1998, including Rider 1, Rider
2 and Rider 3 incorporated therein by reference (the "LEASE") pursuant to which
Landlord leased to Tenant, and Tenant leased from Landlord, the "PREMISES" (as
therein defined), in the property known as 900 North Michigan Building
("BUILDING") the address of which is 900 North Michigan Avenue, Chicago,
Illinois 60611.

       B.     Rider 3 of the Lease provides Tenant with an Expansion Option and
Tenant hereby exercises its Initial Expansion Option as to approximately 2,898
square feet of rentable area on the 17th floor of the Building (the "INITIAL
EXPANSION SPACE") as shown on Exhibit "A" attached hereto.

       C.     The parties now desire to amend the Lease to provide for the
addition to the Premises of the Initial Expansion Space.

       NOW, THEREFORE, in consideration of the mutual covenants and agreement
herein contained, and other good and valuable consideration, the parties do
hereby agree as follows:

       1.     THE PREMISES. As of May 1, 1999 (the "INITIAL EXPANSION DATE"),
the Initial Expansion Space shall be added to the Premises and shall hereinafter
be deemed a part of the Premises. Therefore, as of the Initial Expansion Date,
the Premises shall consist of approximately 39,829 square feet of rentable area,
approximately 15,583 rentable square feet of which shall be located on the 17th
floor of the Building.


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       2.     BASE RENT. As of the date hereof, Section 3 of the Lease shall be
amended by striking the rent payment table and inserting in its place the
following:

<Table>
<Caption>
       ------------------------------------------------------------------------------------------
                                      BASE RENT
                                   PER SQUARE FOOT
                 PERIOD            OF RENTABLE AREA     ANNUAL BASE RENT      MONTHLY BASE RENT
       ------------------------------------------------------------------------------------------
<S>    <C>                         <C>                  <C>                   <C>
          Commencement Date
          to 4/30/1999                  24.85               $917,735.35           $76,477.95
       ------------------------------------------------------------------------------------------
          5/1/99 -9/30/99               24.85                989,750.65            82,479.22
       ------------------------------------------------------------------------------------------
          10/l/99-9/30/00               25.35              1,009,665.15            84,138.76
       ------------------------------------------------------------------------------------------
          10/1/00-9/30/01               25.85              1,029,579.65            85,798.30
       ------------------------------------------------------------------------------------------
          10/1/01-9/30/02               26.35              1,049,494.15            87,457.85
       ------------------------------------------------------------------------------------------
          10/1/02-9/30/03               26.85              1,069,408.65            89,117.39
       ------------------------------------------------------------------------------------------
          10/1/03-9/30/04               27.35              1,089,323.15            90,776.93
       ------------------------------------------------------------------------------------------
          10/1/04-9/30/05               27.85              1,109,237.65            92,436.47
       ------------------------------------------------------------------------------------------
          10/1/05-9/30/06               28.35              1,129,152.15            94,096.01
       ------------------------------------------------------------------------------------------
          10/1/06-9/30/07               28.85              1,149,066.65            95,755.55
       ------------------------------------------------------------------------------------------
          10/1/07-9/30/08               29.35              1,168,981.15            97,415.10
       ------------------------------------------------------------------------------------------
</Table>

       3.     TENANT'S PRO RATA SHARE. As of the date hereof, Section 4.2.4 of
the Lease shall be amended by changing "Tenants' Pro Rata Share" from 7.32% to
7.90%, based upon the increase in square footage of the Premises as provided in
Paragraph 1 above.

       4.     WHOLE AGREEMENT. This Amendment sets forth the entire Agreement
between the parties with respect to the matters set forth herein. There have
been no additional oral or written representations or agreements. As amended
herein, the Lease between the parties shall remain in full force and effect. In
case of any inconsistency between the provisions of the Lease and this
Amendment, the latter provisions shall govern and control. Except as expressly
amended herein, the original terms and conditions of the Lease remain in full
force and effect including, without limitation, Tenant's rights of further
expansion of the Premises and extension or renewal of the Term under the Lease.

       5.     NOT AN OFFER. Neither party shall be bound by this Amendment until
Landlord and Tenant both have executed and delivered the same to the other
party.

       6.     CAPITALIZED TERMS. All Capitalized Terms defined herein shall have
the meanings attributed to them in the Lease.

       7.     TRUST CLAUSE. It is expressly understood and agreed that this
Amendment is executed on behalf of LaSalle Bank National Association formerly
known as LaSalle National Bank, not personally but as Trustee as aforesaid, in
the exercise of the power and authority conferred upon and invested in it as
such Trustee, and under the direction of the beneficiaries of that certain Trust
Agreement specified above. It is further expressly understood and agreed that
LaSalle Bank National Association formerly known as LaSalle National Bank, as
Trustee as aforesaid, has no right or power whatsoever to manage, control or
operate said real estate in any way or to any extent and is not entitled at any
time to collect or receive for any purpose, directly


                                       2
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or indirectly, the rents, issues, profits or proceeds of said real estate or any
lease or sale or any mortgage or any disposition thereof. Nothing in this
Amendment contained shall be construed as creating any personal liability or
personal responsibility of the Trustee or any of the beneficiaries of the Trust,
and, in particular, without limiting the generality of the foregoing, there
shall be no personal liability to pay any indebtedness accruing hereunder or to
perform any covenant, either expressly or impliedly herein contained, or to
keep, preserve or sequester any property of said Trust or for said Trustee to
continue as said Trustee; and that so far as the parties herein are concerned,
the owner of any indebtedness or liability accruing hereunder shall look solely
to the Trust estate from time to time subject to the provisions of said Trust
Agreement for payment thereof, Tenant hereby expressly waiving and releasing
said personal liability and personal responsibility on behalf of itself and all
persons claiming by, through or under Tenant.

       IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as
of the year and date above first written.


                                     LANDLORD:

                                     LASALLE BANK NATIONAL ASSOCIATION
                                     FORMERLY  KNOWN AS LASALLE
                                     NATIONAL BANK, as Trustee aforesaid and not
                                     personally



                                     By: [Illegible]
                                        ----------------------------------------
                                        Its: [Illegible]
                                            ------------------------------------


                                     TENANT:

                                     APCOA/STANDARD PARKING, INC.  F/K/A
                                     APCOA,  INC., a Delaware corporation



                                     By: [Illegible]
                                        ---------------------------------------
                                        Its: Senior Vice President
                                            ------------------------------------


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                                    EXHIBIT A

                             INITIAL EXPANSION SPACE

                                  [FLOOR PLAN]


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                                    EXHIBIT B

                                  THE PREMISES

                                  [FLOOR PLAN]