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                                                                 Exhibit 10.21.2

                     SECOND AMENDMENT TO AGREEMENT OF LEASE

     THIS SECOND AMENDMENT TO AGREEMENT OF LEASE ("AMENDMENT") is made and
entered into as of the 27th day of July, 2000, 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 "ORIGINAL 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. The Original Lease was amended by that certain First Amendment
to Agreement of Lease, dated May 1, 1999 (the "FIRST AMENDMENT"). The Original
Lease as amended by the First Amendment is referred to herein as the "LEASE."

     B.   Rider Three of the Lease provides Tenant with an Expansion Option to
lease approximately 11,561 rentable square feet of space. Pursuant to the First
Amendment, Tenant exercised the first increment of the Initial Expansion Option
and the Premises was increased to include the Initial Expansion Space (as
defined in the First Amendment).

     C.   Tenant has notified Landlord that it intends to exercise the second
increment of the Initial Expansion Option, and Landlord and Tenant have agreed
that, notwithstanding the terms of Rider Three of the Lease, the exercise of the
second increment of the Initial Expansion Option shall be as to approximately
5,000 square feet of rentable area on the 17th floor of the Building (the
"SECOND EXPANSION SPACE") as shown on EXHIBIT "A" attached hereto.

     D.   The parties now desire to amend the Lease to provide for the addition
to the Premises of the Second Expansion Space and to modify Rider Three of the
Lease to reflect the changes to the increments in which the Option Expansion
Space has been and shall be added to the Premises.

     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 April 15, 2000 (the "SECOND EXPANSION DATE"), the
Second Expansion Space shall be added to the Premises and shall hereinafter be
deemed a part of the Premises. Therefore, as of the Second Expansion Date, the
Premises shall consist of approximately 44,829 square feet of rentable area,
approximately 20,583 rentable square feet of

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which shall be located on the 17th floor of the Building. Landlord and Tenant
acknowledge and agree that, notwithstanding anything contained in Rider Three of
the Lease to the contrary, the Initial Expansion Space (as defined in the First
Amendment) and the Second Expansion Space shall be deemed to have been added to
the Premises pursuant to the Initial Expansion Option (as defined in Section 2.1
of Rider Three of the Lease).

     2.   BASE RENT. As of the Second Expansion Date, Section 3 of the Lease
shall be amended by striking the rent payment table and inserting it 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>
     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

     10/1/99-4/14/00                25.35                1,009,665.15             84,138.76

     4/15/00-9/30/00                25.35                1,136,415.15             94,701.26

     10/1/00-9/30/01                25.85                1,158,829.65             96,569.14

     10/1/01-9/30/02                26.35                1,181,244.15             98,437.01

     10/1/02-9/30/03                26.85                1,203,658.65            100,304.89

     10/1/03-9/30/04                27.35                1,226,073.15            102,172.76

     10/1/04-9/30/05                27.85                1,248,487.65            104,040.64

     10/1/05-9/30/06                28.35                1,270,902.15            105,908.51

     10/1/06-9/30/07                28.85                1,293,316.65            107,776.39

     10/1/07-9/30/08                29.35                1,315,731.15            109,644.26
</Table>

     3.   TENANT'S PRO RATA SHARE. As of the Second Expansion Date, Section
4.2.4 of the Lease shall be amended by changing "Tenant's Pro Rata Share" from
7.90% to 8.89%, based upon the increase in square footage of the Premises as
provided in Paragraph 1 above.

     4.   MODIFICATIONS TO RIDER 3. Section 2.2 of Rider Three of the Lease
shall be amended by deleting the first sentence thereof and inserting the
following in its place: "Tenant may exercise the "Remainder Expansion Option" in
one increment of approximately 3,663 square feet of rentable floor area as shown
on Exhibit A to the Second Amendment to this Lease (and identified on Exhibit A
to the Second Amendment as the "Third Expansion Space") by notice to Landlord at
any time within the Option Exercise Period."

     5.   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.

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

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

     8.   TRUST CLAUSE. It is expressly understood and agreed that this
Amendment is executed on behalf of LaSalle Bank National Association, not
personally but as Trustee 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, 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 to
collect or receive for any purpose, directly 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.


[SIGNATURE PAGE FOLLOWS]

                                        3
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     IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of
the year and date above first written.

                                    LANDLORD:

                                    LASALLE BANK NATIONAL ASSOCIATION,
                                    as Trustee aforesaid and not personally


                                    By:  /s/ Annette N. Brusca
                                         ----------------------------------
                                    Print Name:  Annette N. Brusca
                                                 --------------------------
                                    Title:  Vice President
                                            -------------------------------

                                    This instrument is executed by the
                                    undersigned Land Trustee, not personally but
                                    solely as Trustee in the exercise of power
                                    and authority conferred upon and vested in
                                    it as such Trustee. It is expressly
                                    understood and agreed that all the
                                    warranties, indemnities, representations,
                                    covenants undertakings and agreements herein
                                    made on the part of the Trustee are
                                    undertaken by it solely in its capacity as
                                    Trustee and not personally. No personal
                                    liability or personal responsibility is
                                    assumed by or shall at any time be
                                    asserted or enforceable against the Trustee
                                    on account of any warranty, indemnity,
                                    representation, covenant, undertaking or
                                    agreement of the Trustee in this instrument

                                    TENANT:

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


                                    By:  Michael B. [Illegible]
                                         ----------------------------------
                                    Print Name:  Michael B. [Illegible]
                                                 --------------------------
                                    Title:  Sr. Vice President
                                            -------------------------------

                                        4
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                                    EXHIBIT A

                                Expansion Space

                                  [Floor Plan]