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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A(Amendment No. 1)
(Adding Items 10-13 only)

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

|            |                                                                                                                                 
|----------- | --------------------------------------------------------------------------------------------------------------------------------
|(Mark one)x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2002
|            | or                                                                                                                              
|o           | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Transition Period From  to    

Commission File Number 1-15629

IMPERIAL PARKING CORPORATION

(Exact name of registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 91-2161409                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

|                                                                                                |  |                   
|----------------------------------------------------------------------------------------------- |  | ------------------
|601 West Cordova Street, Suite 300Vancouver, BC Canada
(Address of principal executive offices) |  | V6B 1G1
(Zip Code)

Registrants telephone number, including area code: (604) 681-7311

Securities Registered Pursuant to Section 12(b) of the Act:

|                              |  |                                         
|----------------------------- |  | ----------------------------------------
|Title of Each Class           |  | Name of Each ExchangeOn Which Registered
|                             
|Common Stock, $0.01 Par Value |  | American Stock Exchange                 

Securities Registered Pursuant to Section 12(g) of the Act:
None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. x

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes o No x

The aggregate market value of the Registrants Common Stock held by
non-affiliates of the Registrant on June 28, 2002 (based on the closing price
of the Registrants Common Stock on the American Stock Exchange on June 28,
2002) was approximately $20,563,000. Shares of the Registrants common stock
held by each executive officer and director and by each entity that owns 5% or
more of the Registrants outstanding common stock have been excluded in that
such persons may be deemed to be affiliates. This determination of affiliate
status is not necessarily a conclusive determination for other purposes.

The number of shares outstanding of the Registrants Common Stock at March 7,
2003 was 1,822,764.

1



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EXPLANATORY NOTE

This Form 10-K/A is being filed for the purpose of providing the information
required in Part III of the Registrants Annual Report on Form 10-K for the
fiscal year ended December 31, 2002 as the Registrant will not be filing its
definitive Proxy Statement for its 2003 Annual Meeting of Stockholders within
120 days of December 31, 2002. The Registrant has not scheduled its 2003
Annual Meeting of Stockholders as of the date of this filing.

TABLE OF CONTENTS
IMPERIAL PARKING CORPORATION

Item PART III

| |                                                                                                    |  |  |    | 
| | -------------------------------------------------------------------------------------------------- |  |  | -- | 
| | 10. Directors and Executive Officers of the Registrant                                             |  |  | 3  | 
| | 11. Executive Compensation                                                                         |  |  | 6  | 
| | 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  |  | 9  | 
| | 13. Certain Relationships and Related Transactions                                                 |  |  | 11 | 
| |                                                                                                    |  |  |   
| | Signatures                                                                                         |  |  | 14 | 
| | Certifications                                                                                     |  |  | 15 | 

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Part III

Item 10. Directors and Executive Officers of the Registrant

Directors

The Companys Board of Directors currently consists of nine members (including
one vacant seat) and is divided into three classes, with each class having
three members. Directors serve for three year terms with only one class of
directors being elected by the Companys shareholders at each annual meeting.
There are no arrangements or understandings between any of the directors or any
other persons pursuant to which any of the directors have been selected as
directors, other than as described below. There are no family relationships
among the directors, as that term is defined by the Securities and Exchange
Commission (SEC). Set forth below is our current Board of Directors,
including their age and positions with the Company and its subsidiaries, each
as of December 31, 2002.

|                         |  |                    
|------------------------ |  | -------------------
|William A. Ackman
Age 36 |  | Director since 2000

Mr. Ackman has been Chairman of Imparks Board of Directors since March
2000. Since January 1, 1993, through a company he owns, Mr. Ackman has acted
as co-investment manager of three investment funds: Gotham L.P., Gotham III
L.P. and Gotham Partners International, Limited.

|                          |  |                    
|------------------------- |  | -------------------
|Daniel P. Friedman
Age 45 |  | Director since 2000

Mr. Friedman has been Vice Chairman of Imparks Board of Directors since
March 2000. Since June 2000, he has been a managing member of Radiant Partners
LLC, a real estate asset management and investment firm. From November 1998 to
March 2001, he served as president and chief executive officer of First Union
Real Estate Equity and Mortgage Investments and as a trustee from November 1998
to September 2000. Mr. Friedman was president and chief operating officer of
Enterprise Asset Management, Inc. from June 1996 to November 1998. Mr.
Friedman is currently a director of Parkway Properties, Inc.

|                       |  |                    
|---------------------- |  | -------------------
|Beth A. Stewart
Age 46 |  | Director since 2000

Ms. Stewart has been chief executive officer of Storetrax.com, an
Internet-based company serving the leasing requirements of the retail real
estate community since August 2001. From 1993 to August 2001, Ms. Stewart was
president of Stewart Real Estate Capital, where she has been involved with
numerous equity investments in private and public securities with partners and
properties throughout the United States. Ms. Stewart is currently a director of
General Growth Properties, Inc., Avatar, Inc. and Carmax, Inc.

|                      |  |                    
|--------------------- |  | -------------------
|Mary Ann Tighe
Age 54 |  | Director since 2000

Ms. Tighe is the President and Chief Executive Officer for the New York
Tri-State Region of CB Richard Ellis, Inc., a commercial real estate firm, a
position she has held since July 2002. From January 1999 to June 2002, she was
the Vice-Chairman of Insignia/ESG, a commercial real estate firm. From 1993
until January 1999, she was an executive managing director of Insignia.

|                       |  |                    
|---------------------- |  | -------------------
|Armand E. Lasky
Age 55 |  | Director since 2000

Mr. Lasky has been the President of Empire State Collateral Corporation
Real Estate since 1983, where he oversees the acquisition of parking properties
and related commercial real estate.

| |  | 
| |  | 

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|                             |  |                    
|---------------------------- |  | -------------------
|Charles E. Huntzinger
Age 55 |  | Director since 2000

Mr. Huntzinger was appointed to the Board of Directors of the Company as a
Class II director in March 2000. He has also served as President and Chief
Executive Officer since joining the Company in January 1999. From 1993 until
December 1998, Mr. Huntzinger was associated with Central Parking Corporation
where he was vice-president for the Midwest Region and, later, for the New York
Region. From 1992 until 1993 Mr. Huntzinger was vice president of Spectacore,
a stadium management company and owner of the Philadelphia Flyers where he was
in charge of parking operations. Mr. Huntzinger was the chief operating officer
for Parkway Corporation from 1978 until 1992, where he was in charge of parking
operations nationwide.

|                       |  |                    
|---------------------- |  | -------------------
|Talton R. Embry
Age 56 |  | Director since 2000

Mr. Embry was appointed to the Board of Directors of the Company as a
Class II director in March 2000. He has been the chairman of Magten Asset
Management Corp. (Magten) since 1998, where he is the chief investment
officer for Magtens clients. He has been with Magten since 1978. Mr. Embry is
also a director of Salant Corporation and BDK Holdings, Inc. and a trustee of
First Union Real Estate Equity and Mortgage Investments.

|                      |  |                    
|--------------------- |  | -------------------
|David J. Woods
Age 53 |  | Director since 2000

Mr. Woods was appointed to the Board of Directors of the Company as a
Class II director in March 2000. He has been the Managing Director of GH Group
Importation and Merchandise Limited, also known as Ash City, a sports clothing
distributor, since March 2002. From August 2001 to March 2002, he was the
managing director of corporate development for the Jim Pattison Group, a
privately-held diversified group of companies. From May 1997 to August 2001,
Mr. Woods was president of Pattison Outdoor Group, an outdoor advertising firm.
From January 1997 to April 1997, Mr. Woods was vice president for finance at
Interactive Media Inc. From September 1995 until December 1996 he was senior
vice president for finance at Gannett Inc.

Executive Officers

The executive officers of the Company through December 31, 2002, and their
ages as of April 1, 2003, are as follows:

|                      |  |     |    |             |  |                                                               |  | 
|--------------------- |  | --- | -- | ----------- |  | ------------------------------------------------------------- |  | 
|Name                  |  | Age |    | Position(s)
|                      |  |     |    |            
|Charles E. Huntzinger |  |     | 55 |             |  | President, Chief Executive Officer and Director              
|J. Bruce Newsome      |  |     | 53 |             |  | Senior Vice President, Finance and Chief Financial Officer   
|Bryan L. Wallner      |  |     | 43 |             |  | Senior Vice President, Operations and Chief Operating Officer
|Daniel P. Friedman    |  |     | 45 |             |  | Vice Chairman and Director                                   
|William J. Gottlin    |  |     | 43 |             |  | Vice President, Human Resources and Regional Vice-President  

Biographical information with respect to Messrs. Huntzinger and Friedman
is set forth above under Directors.

J. Bruce Newsomehas served as our Senior Vice President, Finance and
Chief Financial Officer since 1989. From 1986 to 1989, Mr. Newsome served as
Vice President of Finance and Controller of predecessor businesses to the
Company. Prior to 1986, Mr. Newsome served as Controller of these businesses.
He has been involved in several acquisitions in the last 18 years and is
responsible for ensuring that financial, accounting, MIS and treasury systems
will accommodate expansion plans. Before joining Impark, Mr. Newsome was a
senior manager at the accounting firm of KPMG.

Bryan L. Wallnerbecame our Senior Vice President, Operations in March
1999 and was promoted to Chief Operating Officer in November 2000. Prior to
joining us, Mr. Wallner was a regional manager for Central Parking Corporation
(Central Parking). He guided Central Parkings growth in the U.S. midwest and
eastern Canada, opening offices in four new cities. He has expertise in
stadium/arena, mixed use, retail and office as well as valet, shuttle, and
patrol contracts. Mr. Wallner began his career in the parking industry in 1987
in St. Louis, Missouri.

William J. Gottlinbecame our Director, Human Resources in April 2001 and
was promoted to Vice President, Human Resources and Regional Vice-President in
May 2002. Prior to joining Impark, Mr. Gottlin was a human resources
consultant

4



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with Geller & Wind, an employee benefits consulting firm, between April 2000 to
March 2001. From January 1993 to March 2000, Mr. Gottlin was with Central
Parking, most recently in the capacity of director, human resources. In that
role, he provided expertise and direction in all areas of human resources
policy and procedures for Central Parking in its U.S. operations.

All of the executive officers listed above hold office at the discretion
of the Companys Board of Directors. There are no arrangements or
understandings between any of the officers or any other persons pursuant to
which any of the above officers have been selected as officers, other than as
described below. There are no family relationships among the above officers,
as that term is defined by the SEC.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Companys executive
officers and directors, and persons who own more than 10% of the registered
class of the Companys equity securities, to file reports of ownership and
changes in ownership with the SEC. Such executive officers, directors and
greater than 10% shareholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file. The SEC requires
public companies to disclose in their proxy statements whether persons required
to make such filings missed or made late filings. During fiscal 2002, all such
filings and disclosure requirements were met within the time allowed for all
persons subject to Section 16(a).

5



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Item 11. Executive Compensation

Director Compensation

In fiscal 2002, except as noted below, Impark paid each director a fee of
$1,500 for each board meeting attended in person, $500 for each board meeting
participated in by telephone, and $500 for each committee meeting attended in
person or by telephone. Impark also makes an annual grant of $20,000 of Impark
common stock to each director, valued at the time of the grant, that vests one
year after the grant; however, the initial grant made in March 2000 was fully
vested at the time of grant. In March 2003, the Board of Directors of Impark
approved the payment of an additional $25,000 per year to the Chair of the
Audit Committee to compensate for the higher workload and time commitment
required of the position.

Mr. Ackman, Chairman of the Board of Directors, waives all director fees
but receives the annual stock grant paid to each of the non-employee directors.
Two directors, Messrs. Huntzinger and Friedman, are employees of Impark. Mr.
Huntzinger does not receive additional compensation for services as a director
of Impark. Mr. Friedman receives the meeting fees and annual stock grant paid
to each of the non-employee directors. All directors are reimbursed for actual
expenses incurred in connection with attending meetings. Directors of
affiliates of Impark who are also employees of Impark do not receive additional
compensation for services as a director of the affiliate.

Executive Officer Compensation

The following table summarizes information concerning cash and non-cash
compensation paid to or accrued for the benefit of Imparks Chief Executive
Officer and the persons who, during the fiscal year ended December 31, 2002
(fiscal 2002), were the three other most highly compensated executive
officers of Impark (the named executive officers) for all services rendered
in all capacities to Impark for the fiscal years indicated. No other executive
officer of Impark earned greater than $100,000 in combined salary and bonus in
fiscal 2002.

Summary Compensation Table

|                           |  |      |      |            |  |                     |         |                 |  |            |        |           |  |                |        |            |  |           |        |  |  |  |        |    
|-------------------------- |  | ---- | ---- | ---------- |  | ------------------- | ------- | --------------- |  | ---------- | ------ | --------- |  | -------------- | ------ | ---------- |  | --------- | ------ |  |  |  | ------ | ---
|                           |  |      |      |            |  |                     |         |                 |  |            |        |           |  |                |        |            |  | Long-Term |        |  |  | 
|                           |  |      |      |            |  | Annual Compensation |         | Compensation(1) |  |            |        |          
|                           |  |      |      |            |  |                     |         |                 |  |            |        |          
|                           |  |      |      |            |  |                     |         | Securities      |  |            |        |          
|                           |  |      |      |            |  |                     |         |                 |  |            |        |           |  | Other          |        | Underlying |  | All Other
|Name and                   |  |      |      |            |  |                     |         |                 |  |            |        |           |  | Annual Compen- |        | Options/   |  | Compen-  
|Principal Position         |  | Year |      | Salary ($) |  | Bonus ($)           |         | sation($)(2)    |  | SARs(#)(3) |        | sation($)
|                           |  |      |      |            |  |                     |         |                 |  |            |        |          
|Charles Huntzinger         |  |      | 2002 |            |  |                     | 434,300 |                 |  |            |       |           |  |                |       |            |  |           |       |  |  |  |       |    
|President and Chief        |  |      | 2001 |            |  |                     | 434,300 |                 |  |            |       |           |  |                |       |            |  |           |       |  |  |  |       |    
|Executive Officer (4)      |  |      | 2000 |            |  |                     | 434,300 |                 |  |            |       |           |  |                |       |            |  |           | 95,625 |  |  |  | 37,500 | (5)
|Bryan L. Wallner           |  |      | 2002 |            |  |                     | 237,510 |                 |  |            | 26,322 |           |  |                | 40,689 | (6)        |  |           |       |  |  |  |       |    
|Senior Vice-President,     |  |      | 2001 |            |  |                     | 237,510 |                 |  |            | 40,017 |           |  |                | 34,472 | (7)        |  |           |       |  |  |  |       |    
|Operations and Chief       |  |      | 2000 |            |  |                     | 237,510 |                 |  |            | 22,049 |           |  |                | 35,750 | (8)        |  |           | 21,250 |  |  |  | 5,000  | (9)
|Operating Officer          |  |      |      |            |  |                     |         |                 |  |            |        |           |  |                |        |            |  |           |        |  |  |  |        |    
|J. Bruce Newsome           |  |      | 2002 |            |  |                     | 183,408 |                 |  |            | 36,815 |           |  |                |       |            |  |           |       |  |  |  |       |    
|Senior Vice-President,     |  |      | 2001 |            |  |                     | 179,007 |                 |  |            | 42,054 |           |  |                |       |            |  |           |       |  |  |  |       |    
|Finance, Chief Financial   |  |      | 2000 |            |  |                     | 148,104 |                 |  |            | 36,815 |           |  |                |       |            |  |           | 10,000 |  |  |  |       |    
|Officer and Secretary (10) |  |      |      |            |  |                     |         |                 |  |            |        |           |  |                |        |            |  |           |        |  |  |  |        |    
|William J. Gottlin         |  |      | 2002 |            |  |                     | 135,385 |                 |  |            | 25,000 |           |  |                |       |            |  |           |       |  |  |  |       |    
|Vice-President, Human      |  |      | 2001 |            |  |                     | 95,274  |                 |  |            | 10,000 |           |  |                |       |            |  |           | 3,000  |  |  |  |       |    
|Resources (11)             |  |      |      |            |  |                     |         |                 |  |            |        |           |  |                |        |            |  |           |        |  |  |  |        |    



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|(1) |  | No restricted stock awards were granted to executive officers of the
Company in fiscal 2002.                                                                                                                              
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | The costs of certain benefits are not included because they did not
exceed, in the case of each executive officer, the lesser of $50,000 and
ten percent of the total annual salary and bonus reported in the above
table.
|   
|(3) |  | These amounts represent the number of shares subject to options granted
in fiscal 2000, 2001 and 2002 under the Companys 2000 Stock Incentive
Plan. No stock appreciation rights were granted under this plan.           

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|(4)  |  | Mr. Huntzinger does not receive additional compensation for his services
as a director of the Company.                                                                                                                                                                                                        
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(5)  |  | Includes $12,500 paid to Mr. Huntzinger for reimbursement of legal fees
incurred by him in the negotiation of his employment contract and $25,000
paid to Mr. Huntzinger for relocation expenses to Columbus, Ohio.                                                                                           
|    
|(6)  |  | Represents $40,689 paid to Mr. Wallner to compensate for differing
personal tax rates between the United States and Canada, being Mr.
Wallners country of residence.                                                                                                                                         
|    
|(7)  |  | Represents $34,472 paid to Mr. Wallner to compensate for differing
personal tax rates between the United States and Canada, being Mr.
Wallners country of residence.                                                                                                                                         
|    
|(8)  |  | Represents $35,750 paid to Mr. Wallner to compensate for differing
personal tax rates between the United States and Canada, being Mr.
Wallners country of residence.                                                                                                                                         
|    
|(9)  |  | Represents $5,000 paid to Mr. Wallner for reimbursement of legal fees
incurred by him in the negotiation of his employment contract.                                                                                                                                                                          
|    
|(10) |  | Mr. Newsomes salary, bonus and other compensation are paid in Canadian
dollars. The figures in this table were converted to U.S. dollars, based
on a conversion rate of 1.46 Canadian dollars to one U.S. dollar, on April
10, 2003, as published in the Federal Reserve Statistical Release, April
10, 2003.
|    
|(11) |  | Mr. Gottlin began employment with Impark in April 2001.                                                                                                                                                                                                                                                       

Option Grants

No options to acquire shares of Imparks Common Stock were granted under
Imparks 2000 Stock Incentive Plan to the named executive officers during
fiscal 2002. No stock appreciation rights were granted.

Option Exercises And Values

The table below provides information with respect to exercises of options
by the named executive officers during the fiscal year ended December 31, 2002
under Imparks 2000 Stock Incentive Plan and the year-end value of unexercised
options. Impark has not granted any stock appreciation rights.

Aggregated Option Exercises In The Last Fiscal Year
And Period-End Option Values

|                      |  |                 |   |              |  |               |   |                     |  |                        |                    |                 |  |                      |                    | 
|--------------------- |  | --------------- | - | ------------ |  | ------------- | - | ------------------- |  | ---------------------- | ------------------ | --------------- |  | -------------------- | ------------------ | 
|                      |  |                 |   |              |  |               |   |                     |  |                        |                    |                 |  | Value Of Unexercised
|                      |  |                 |   |              |  |               |   |                     |  | Number Of Securities   |                    | In-The-Money   
|                      |  |                 |   |              |  |               |   |                     |  | Underlying Unexercised |                    | Options/SARs At
|                      |  |                 |   |              |  |               |   |                     |  | Options/SARs At        |                    | Fiscal Year-   
|                      |  | Shares          |   |              |  |               |   | Fiscal Year-End (#) |  | End($) (1)            
|                      |  | Acquired        |   | Value        |  | Exercisable/  |   | Exercisable/       
|Name                  |  | On Exercise (#) |   | Realized ($) |  | Unexercisable |   | Unexercisable      
|                      |  |                 |   |              |  |               |   |                    
|Charles E. Huntzinger |  |                 |  |              |  |               |  |                     |  |                        | 61,757  /  38,868  |                 |  |                      | 306,932  / 168,324 | 
|Bryan L. Wallner      |  |                 |  |              |  |               |  |                     |  |                        | 13,724  /    7,526 |                 |  |                      | 68,208  /   37,404 | 
|J. Bruce Newsome      |  |                 |  |              |  |               |  |                     |  |                        | 2,500  /    5,000  |                 |  |                      | 14,675  /   29,350 | 
|William J. Gottlin    |  |                 |  |              |  |               |  |                     |  |                        | 1,250  /    1,750  |                 |  |                      | 0  /            0  | 



---

|(1) |  | This amount represents the aggregate number of options multiplied by the
difference between $21.37, the fair market value of Impark Common Stock as
at December 31, 2002, and the exercise price for each option as of
December 31, 2002.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Employment Agreements

Impark has entered into employment agreements with each of its named
executive officers, being Messrs. Huntzinger, Wallner, Newsome and Gottlin.

Mr. Huntzinger has a five-year employment agreement effective March 27,
2000 to serve as Chief Executive Officer and President of the Company. Mr.
Huntzinger receives an annual base salary of $425,000 and also receives $10,000
to a deferred compensation plan. He was granted on May 9, 2000 an option to
acquire 95,625 shares of common stock at an initial per share exercise price
equal to the greater of the closing price of a share on that date and the
average of the closing prices of a share during the 10 trading day period
immediately preceding the grant date. The options vest over four years based on
continued employment. If the Company consummates a rights offering for common
stock, Mr. Huntzinger will be granted an option to

7



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acquire 4.5% of the shares issued for the first $30 million of capital raised.
If the Company terminates Mr. Huntzingers employment without cause or if he
terminates his employment for good reason the options described above will
vest and the Company will pay him in cash two times the sum of his base salary
and bonus, if any (but not less than $1 million). Upon certain change in
control transactions, the option described above will vest. Mr. Huntzingers
employment agreement does not provide a pre-determined bonus formula; any bonus
is at the discretion of the board of directors of the Company. On March 26,
2003, the Board of Directors of the Company approved an amendment to Mr.
Huntzingers employment agreement as follows: (a) reimbursement of apartment
costs while working on the eastern U.S. coast not to exceed $300 per night or
$21,600 per year; (b) extension of the employment contract for an additional
one year period, to expire March 27, 2006. The Board also approved the grant
of 5,000 shares in restricted stock to vest incrementally over three years, or
immediately upon any change in control of the Company as defined in his
employment agreement, whichever occurs earlier, effective upon completion by
Mr. Huntzinger of all necessary regulatory filings. Mr. Huntzingers
employment agreement contains standard non-compete, non-solicitation and
non-disclosure covenants.

Mr. Wallners five-year employment agreement, effective as of March 27,
2000, provides for a base salary of $237,500 per year. The agreement also
provides that Mr. Wallner is eligible to earn a bonus of 1.75% of the increase
of Imparks EBITDA over its EBITDA for 1998 after amortizing capital
expenditures and applying a 10% cost of capital. He was also granted on May 9,
2000 an option to acquire 21,250 shares of common stock at an initial per share
exercise price equal to the greater of the closing price of a share on that
date and the average of the closing prices of a share during the 10 trading day
period immediately preceding the grant date. The options vest over four years
based on continued employment. If the Company consummates a rights offering for
common stock, Mr. Wallner will be granted an option to acquire 1.0% of the
shares issued for the first $30 million of capital raised. If the Company
terminates Mr. Wallners employment without cause or if he terminates his
employment for good reason the options described above will vest and the
Company will pay him in cash two times the sum of his base salary and bonus
(but not less than $474,000). Upon certain change in control transactions, the
option described above will vest. The Company also provides an annual payment
in arrears to make Mr. Wallner whole for any additional taxes owing by Mr.
Wallner on his aggregate compensation arising from his residency in Vancouver,
Canada as compared to the United States. On March 26, 2003, the Board of
Directors of the Company approved an amendment to Mr. Wallners employment
agreement, being (a) an increase in his base salary by $25,000 per year
effective March 1, 2003; and (b) extension of the employment contract for an
additional one year period, to expire March 27, 2006. Mr. Wallners employment
agreement contains standard non-compete, non-solicitation and non-disclosure
covenants.

Mr. Newsomes four-year employment agreement, effective January 1998 and
renewed in January 2002 for a further year on the same terms and conditions,
expired on December 31, 2002 and Mr. Newsome entered into a new employment
agreement effective January 1, 2003. The new agreement expires March 27, 2006
and provides for a base salary of $270,773 CDN plus $7,500 USD for the period
from January 1 to February 7, 2003 and then an increase to $270,773 CDN plus
$20,000 USD after that date. The agreement also provides for a bonus to be
determined by the Compensation Committee annually. In the event that Impark
chooses not to renew Mr. Newsomes contract, he will be entitled to a lump sum
payment equal to his total salary for the preceding 24-month period. On May
17, 2000, Mr. Newsome was granted an option to acquire 10,000 shares of common
stock at an initial per share exercise price equal to the greater of the
closing price of a share on that date and the average of the closing prices of
a share during the 10 trading day period immediately preceding the grant date.
The options vest over four years based on continued employment. Mr. Newsomes
employment agreement contains standard non-compete, non-solicitation and
non-disclosure covenants.

Mr. Gottlin entered into an employment agreement effective April 1, 2001
to serve as Director, Human Resources. The employment agreement is continuous
until terminated by either party. On May 1, 2002, Mr. Gottlin was promoted to
Vice-President, Human Resources and Regional Vice-President. The agreement
provides for a base salary of $140,000 per annum. The agreement also provides
for an annual bonus to be granted in accordance with the Companys standard
bonus plan for senior corporate managers and which is based upon the Company
meeting specific pre-determined EBITDA thresholds. On April 1, 2001, Mr.
Gottlin was granted an option to acquire 2,000 shares of common stock and on
November 30, 2001 was granted a further option to acquire 1,000 shares of
common stock. Each grant was at an initial per share exercise price equal to
the closing price of a share on the date immediately preceding the grant date.
The options vest over four years based on continued employment. In the event
the Company terminates Mr. Gottlins agreement, he will be entitled to a lump
sum payment equal to six months salary. Mr. Gottlins employment agreement
contains standard non-compete, non-solicitation and non-disclosure covenants.

8



---



##### 



Compensation Committee Interlocks and Insider Participation

Mr. Ackman, Mr. Woods and Ms. Tighe served as the members of the
Compensation Committee of the Companys Board of Directors during fiscal
2002. Mr. Ackman has certain business relationships with the Company. See
Certain Relationships and Related Transactions  Affiliate Transaction
Policy. No interlocking relationship exists between the members of the
Companys Board of Directors or Compensation Committee and the board of
directors, executive officers or compensation committee of any other
company.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Equity Compensation Plan Information

The following table provides information as of December 31, 2002 regarding
shares of common stock of the Company that may be issued under our existing
equity compensation plans, including the Companys 2000 Stock Incentive
Plan.

|                                                           |  |                                      |         |                   |  |                   |       |                     |  |                     |        | 
|---------------------------------------------------------- |  | ------------------------------------ | ------- | ----------------- |  | ----------------- | ----- | ------------------- |  | ------------------- | ------ | 
|                                                           |  | Equity Compensation Plan Information
|                                                           |  |                                     
|                                                           |  |                                      |         |                   |  |                   |       |                     |  | Number of          
|                                                           |  |                                      |         |                   |  |                   |       |                     |  | securities         
|                                                           |  |                                      |         |                   |  |                   |       |                     |  | remaining available
|                                                           |  | Number of                            |         |                   |  |                   |       | for future issuance
|                                                           |  | securities to be                     |         |                   |  |                   |       | under equity       
|                                                           |  | issued upon                          |         | Weighted Average  |  | compensation plan
|                                                           |  | exercise of                          |         | exercise price of |  | (excluding       
|                                                           |  | outstanding                          |         | outstanding       |  | securities       
|                                                           |  | options, warrants                    |         | options, warrants |  | referenced in    
|                                                           |  | and rights                           |         | and rights        |  | column (a))      
|Plan category                                              |  | (a)                                  |         | (b)               |  | (c)              
|                                                           |  |                                      |         |                   |  |                  
|Equity compensation
plans approved by
security holders
(1) |  |                                      | 270,405 |                   |  | $                 | 18.04 |                     |  |                     | 20,723 | 
|Equity compensation
plans not approved
by security holders |  |                                      |        |                   |  |                   |      |                     |  |                     |       | 
|                                                           |  |                                      |         |                   |  |                   |       |                     |  |                     |        | 
|Total                                                      |  |                                      | 270,405 |                   |  | $                 | 18.04 |                     |  |                     | 20,723 | 
|                                                           |  |                                      |         |                   |  |                   |       |                     |  |                     |        | 



---

|(1) |  | Consists of the 2000 Stock Incentive Plan
|--- |  | -----------------------------------------

Ownership By Management And Certain Shareholders

The table below sets forth certain information regarding the beneficial
ownership of the Common Stock as at April 1, 2003, of (i) each person known to
the Company to beneficially own 5% or more of the Common Stock, (ii) each
director, nominee and named executive officer, and (iii) all directors,
nominees and executive officers of the Company as a group. On that date,

1,822,764 shares were outstanding. Unless otherwise indicated, the persons
listed below have sole voting and investment power over the shares of the
Common Stock indicated.

9



---



##### 



|                                                                    |                                                       |               |            |             |  |  |      |      |  
|------------------------------------------------------------------- | ----------------------------------------------------- | ------------- | ---------- | ----------- |  |  | ---- | ---- | -
|                                                                    |                                                       |               | Amount and |             |  |  |     
|                                                                    |                                                       |               | Nature of  |             |  |  |     
|                                                                    |                                                       |               | Beneficial |             |  |  |     
|Name Of Beneficial Owner                                            |                                                       | Ownership (1) |            | Percent (1)
|                                                                    |                                                       |               |            |            
|Beneficial Owners of 5% or more:                                    |                                                       |               |            |             |  |  |      |     
|                                                                   
|                                                                    | Gotham Partners, L.P. (2)                             |               |            | 566,043     |  |  |      | 31.1 | %
|                                                                    | Gotham International Advisors, L.L.C                  |               |            |             |  |  |      |      |  
|                                                                    | Gotham Partners III, L.P.                             |               |            |             |  |  |      |      |  
|                                                                    | Gotham Holdings Management, L.L.C                     |               |            |             |  |  |      |      |  
|                                                                    | 110 East 42nd Street, New York, NY 10017              |               |            |             |  |  |      |      |  
|                                                                    | Snyder Capital Management, L.P. (3)                   |               |            | 192,512     |  |  |      | 10.6 | %
|                                                                    | Snyder Capital Management, Inc.                       |               |            |             |  |  |      |      |  
|                                                                    | 350 California Street, Suite 1460                     |               |            |             |  |  |      |      |  
|                                                                    | San Francisco, CA 94104                               |               |            |             |  |  |      |      |  
|                                                                   
|Directors:                                                          |                                                       |               |            |             |  |  |      |     
|                                                                   
|                                                                    | Charles E. Huntzinger (also an executive officer) (4) |               |            | 72,869      |  |  |      | 3.8  | %
|                                                                    | William A. Ackman (5)                                 |               |            | 567,668     |  |  |      | 31.2 | %
|                                                                    | Daniel P. Friedman (also an executive officer) (6)    |               |            | 43,935      |  |  |      | 2.4  | %
|                                                                    | Talton R. Embry (7)                                   |               |            | 69,925      |  |  |      | 3.8  | %
|                                                                    | Armand E. Lasky (8)                                   |               |            | 2,391       |  |  |      | *    |  
|                                                                    | Beth A. Stewart (9)                                   |               |            | 2,566       |  |  |      | *    |  
|                                                                    | Mary Ann Tighe (10)                                   |               |            | 19,341      |  |  |      | 1.1  | %
|                                                                    | David J. Woods (11)                                   |               |            | 2,341       |  |  |      | *    |  
|                                                                   
|Named Executive Officers:                                           |                                                       |               |            |             |  |  |      |     
|                                                                   
|                                                                    | J. Bruce Newsome (12)                                 |               |            | 7,290       |  |  |      | *    |  
|                                                                    | Bryan L. Wallner (13)                                 |               |            | 15,938      |  |  |      | *    |  
|                                                                    | William J. Gottlin (14)                               |               |            | 2,550       |  |  |      | *    |  
|                                                                   
|All directors and executive officers (12 in number) as a group (15) |                                                       |               | 826,736    |             |  |  | 41.8 | %   



---

|*   |  | Beneficial ownership does not exceed 1%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | For purposes of this table, a person or group of persons is deemed to
have beneficial ownership of any shares that such person or group has
the right to acquire within 60 days after the date set forth above, or
with respect to which such person otherwise has or shares voting or
investment power. For purposes of computing beneficial ownership and the
percentages of outstanding shares held by each person or group of persons
on a given date, shares which such person or group has the right to
acquire within 60 days after such date are shares for which such person
has beneficial ownership and are deemed to be outstanding for purposes of
computing the percentage for such person, but are not deemed to be
outstanding for the purpose of computing the percentage of any other
person.                                                                                                       
|   
|(2) |  | The amount shown for Gotham Partners, L.P., Gotham Partners III, L.P.,
Gotham International Advisors, L.L.C. and Gotham Holdings Management,
L.L.C. is based on Amendment No. 8 to Schedule 13D/A filed jointly by such
persons on January 22, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(3) |  | The amount shown for Snyder Capital Management, L.P. and Snyder Capital
Management, Inc. is based on Amendment No. 3 to the Schedule 13G filed
jointly by such persons as of February 3, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(4) |  | Includes 71,718 shares that Mr. Huntzinger has the right to acquire
through the exercise of options within 60 days after April 1, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(5) |  | Includes 1,625 shares in aggregate of restricted stock granted annually
to directors of the Company, pursuant to the Companys 2000 Stock
Incentive Plan, and vesting as to 870 shares in June 2002 and 755 shares
in March 2003. Mr. Ackman is the president of Karenina Corporation, a
general partner of Section H Partners LP. Section H is the sole general
partner of Gotham Partners, L.P. and Gotham Partners III, LP. Accordingly,
Mr. Ackman, Karenina Corporation and Section H may be deemed beneficial
owners of shares owned by Gotham Partners, L.P. and Gotham Partners III
LP. Gotham International Advisors, LLC, a Delaware limited liability
company, has the power to vote and dispose of the shares held for the
account of Gotham Partners International, Limited, a Cayman exempted
company, and accordingly, may be deemed the beneficial owner of such
shares. Mr. Ackman is a senior managing

10



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##### 



|     |  | member of Gotham Partners International and may be deemed a beneficial owner
of shares owned by Gotham Partners International. For purposes of this
table, all of such ownership is included. Mr. Ackmans address is c/o Gotham
Partners, L.P., 110 East 42nd Street, New York, NY 10017.                                                                                                                                                                                                                                                                                                                                               
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(6)  |  | Includes 39,844 shares that Mr. Friedman has a right to acquire through
the exercise of options within 60 days after April 1, 2003 and includes
1,625 shares in aggregate of restricted stock granted annually to
directors of the Company, pursuant to the Companys 2000 Stock Incentive
Plan, and vesting as to 870 shares in June 2002 and 755 shares in March
2003.                                                                                                                                                                                                                                                                 
|    
|(7)  |  | Mr. Embry is the chairman of Magten Asset Management Corp. and,
accordingly, may be deemed a beneficial owner of 66,025 shares owned by
Magten. For purposes of this table, all such ownership is included. Mr.
Embry disclaims beneficial ownership of 2,275 shares owned by his wife.
The amount shown includes 1,625 shares in aggregate of restricted stock
granted annually to directors of the Company, pursuant to the Companys
2000 Stock Incentive Plan, and vesting as to 870 shares in June 2002 and
755 shares in March 2003. Mr. Embrys address is c/o Magten Asset
Management Corp., 410 Park Avenue, New York, NY 10022.
|    
|(8)  |  | Includes 1,625 shares in aggregate of restricted stock granted annually
to directors of the Company, pursuant to the Companys 2000 Stock
Incentive Plan, and vesting as to 870 shares in June 2002 and 755 shares
in March 2003.                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|(9)  |  | Includes 1,625 shares in aggregate of restricted stock granted annually
to directors of the Company, pursuant to the Companys 2000 Stock
Incentive Plan, and vesting as to 870 shares in June 2002 and 755 shares
in March 2003.                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|(10) |  | Includes 1,625 shares in aggregate of restricted stock granted annually
to directors of the Company, pursuant to the Companys 2000 Stock
Incentive Plan, and vesting as to 870 shares in June 2002 and 755 shares
in March 2003. Ms. Tighe is a limited partner of Gotham L.P. As a limited
partner of Gotham L.P., she has no right to vote or dispose of any shares
held by Gotham L.P., and therefore does not beneficially own any shares
held by Gotham L.P.                                                                                                                                                                       
|    
|(11) |  | Includes 1,625 shares in aggregate of restricted stock granted annually
to directors of the Company, pursuant to the Companys 2000 Stock
Incentive Plan, and vesting as to 870 shares in June 2002 and 755 shares
in March 2003.                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|(12) |  | Includes 5,000 shares that Mr. Newsome has the right to acquire through
the exercise of options within 60 days after April 1, 2003. Mr. Newsome
disclaims beneficial ownership of 420 shares owned by his wife.                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|(13) |  | Includes 15,638 shares that Mr. Wallner has the right to acquire through
the exercise of options within 60 days after April 1, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|(14) |  | Includes 1,250 shares that Mr. Gottlin has the right to acquire through
the exercise of options within 60 days after April 1, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|(15) |  | Includes options by executive officers to purchase 153,372 shares of the
Companys common stock within 60 days after April 1, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

Item 13. Certain Relationships and Related Transactions

Employment Agreements

The Company has entered into employment agreements with all of its
executive officers. The Company has also agreed to grant options to its
executive officers. See Executive Compensation  Employment Agreements.

Affiliate Transaction Policy

The Company has adopted a policy providing that all material transactions
between it and its officers, directors and other affiliates must be: (a)
approved by a majority of the members of the Board of Directors and by a
majority of the disinterested members of the Board of Directors; and (b) on
terms no less favorable to the Company than could be obtained from unaffiliated
third parties.

Transactions approved in 2002

For the year ending December 31, 2002, the Company approved the following
transactions pursuant to such policy:

(a)  Lease with First and Second Parking

First and Second Parking is a real estate investment entity in which
Armand Lasky, a director of Impark, has a beneficial interest. On June 27,
2002, Impark entered into a five-year lease with First and Second Parking of a
surface parking lot located at 133 NE 2nd Avenue in Miami, Florida, beginning
July 1, 2002. The base rent under the lease is $14,000 per month for the first
year of the term, $15,000 per month for the second year, $16,000 per month for
the third year, $25,000 per month for the fourth year and $30,000 per month for
the fifth year. This is an aggregate of $100,000 in base rent over the entire
term of the lease. Such rents represent 100% of the revenues earned by First
and Second Parking. Either party may terminate without cause after the third
year of the term. The lease is a net lease and contains terms and conditions
typical of a lease for a commercial parking property.

11



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##### 



(b)  Equipment purchases from Ventek International, Inc.

Ventek International, Inc. (Ventek) is a manufacturer and distributor of
parking equipment based in Petaluma, California and is wholly-owned by First
Union Real Estate Equity and Mortgage Investments (First Union). William
Ackman, Chairman of the Board of Directors of Impark, has a beneficial
ownership interest in First Union. Talton Embry, a director of Impark, is a
trustee of First Union. Daniel Friedman, Vice Chairman and director of Impark,
and David Schonberger, Vice President of Impark, are managing members of
Radiant Partners LLC, a real estate asset management and investment firm with
various investment projects which include providing asset management services
for First Union. Impark purchases various parking equipment and related
services from Ventek each year due to Imparks preference for Ventek products
over competitor products for certain markets and customer needs. During fiscal
2002, the aggregate value of products and services purchased by Impark from
Ventek through numerous transactions did not exceed $600,000. Each purchase
transaction is performed in the ordinary course of business on terms and
conditions which are no less favorable to Impark than could be obtained from
another equipment supplier.

Transactions approved prior to 2002

In previous years, the Company approved the following transactions
pursuant to its affiliate transaction policy, which transactions continued
through fiscal 2002:

(a)  Lease with First Union Madison, LLC

First Union Madison, LLC is a real estate investment company controlled
indirectly by Daniel Friedman and David Schonberger. Mr. Friedman is Vice
Chairman and a director of Impark, and Mr. Schonberger is Vice President of
Impark. On October 5, 2001, Impark entered into a one-year lease of a garage in
Chicago, Illinois owned by First Union Madison, LLC. After April 1, 2002, the
landlord may terminate the lease upon 30 days notice. The lease provides for
base rent of $3,700,000 per annum, plus percentage rent of 100% of annual gross
revenues between $4,360,000 and $4,700,000, 85% of annual gross revenues
between $4,700,001 and $4,900,000 and 75% of annual gross revenues in excess of
$4,900,001. The aggregate base rent over the term of the lease is $3,700,000.
The rent payments represent 100% of the revenues earned by First Union Madison,
LLC. The lease is a net lease and contains terms and conditions typical of a
lease for a commercial parking property.

(b)  Lease agreement with 55 Public, LLC

55 Public, LLC is a real estate investment company controlled indirectly by Mr.
Friedman and Mr. Schonberger. Mr. Friedman is Vice Chairman and a director of
Impark, and Mr. Schonberger is Vice President of Impark. On April 1, 2001,
Impark entered into a lease of a garage in Cleveland, Ohio owned by 55 Public,
LLC. The lease has a term of four years and nine months, and provides for an
automatic five-year renewal unless terminated by either party. The base rent
under the lease is $850,000 per annum for the first year and nine months of the
term and $900,000 per annum for the remaining three years of the original term,
with percentage rent of 50% of gross revenues in excess of $1,075,000 per
annum. The aggregate base rent over the original term of the lease is
$4,187,500. The rent payments represent less than 15% of the revenues earned by
55 Public, LLC. The lease requires Impark to pay up to $125,000 for combined

capital improvements to the garage and to the surface lot owned by West Third
Ventures, LLC (see item (c) below). The lease is a net lease and contains
terms and conditions typical of a lease for a commercial parking property.

(c)  Lease agreement with West Third Ventures, LLC

West Third Ventures, LLC is a real estate investment company controlled
indirectly by Mr. Friedman and Mr. Schonberger. Mr. Friedman is Vice Chairman
and a director of Impark, and Mr. Schonberger is Vice President of Impark. On
April 1, 2001, Impark entered into a lease of a surface lot in Cleveland, Ohio
owned by West Third Ventures, LLC. The lease has a term of four years and nine
months, and provides for an automatic five-year renewal unless terminated by
either party. The base rent under the lease is $600,000 per annum for the
first year and nine months of the term and $675,000 per annum for the remaining
three years of the original term, with percentage rent of 50% of gross revenues
in excess of $825,000 per annum. The aggregate base rent over the original
term of the lease is $3,075,000. The rent payments represent 100% of the
revenues earned by West Third Ventures, LLC. The lease requires Impark to pay
up to $125,000 for combined capital

12



---



##### 



improvements to the lot and to the garage owned by 55 Public, LLC (see item (b)
above). The lease is a net lease and contains terms and conditions typical
of a lease for a commercial parking property.

(d)  Lease agreement with 2 East Oak LLC

2 East Oak LLC is a real estate investment company beneficially owned by Armand
Lasky, a director of Impark. On December 1, 2001, Impark entered into a 15 year
lease of a garage in Chicago, Illinois owned by 2 East Oak LLC. The lease
provides for base rent of $600,000 per annum for the first five years of the
term, $650,000 per annum for the next five years, and $700,000 per annum for
the last five years. This is an aggregate of $9,750,000 in base rent over the
entire term of the lease. Such rent payments represent 100% of the revenues
earned by 2 East Oak LLC. The lease is a net lease and contains terms and
conditions typical of a lease for a commercial parking property.

(e)  Management agreement with Field Harbor Parking LLC

Field Harbor Parking LLC is a real estate investment company owned by Mr.
Lasky. On December 1, 2001, Impark entered into a one year management agreement
of a garage located at 165 North Field Drive, Chicago, Illinois owned by Field
Harbor Parking LLC. The management agreement provides for a management fee of
$2,500 per month, or in aggregate $30,000 per year. The agreement is for one
year, with automatically yearly renewal unless terminated by either party upon
60 days written notice. The agreement contains other terms and conditions
typical of a management agreement for a commercial parking property.

(f)  Lease agreement with 999 Chester Avenue LLC

999 Chester Avenue LLC is a real estate investment company beneficially owned
by Armand Lasky. Mr. Lasky is a director of Impark. On December 4, 2000, Impark
entered into a 20 year lease of a garage in Cleveland, Ohio owned by 999
Chester Avenue LLC. The lease provides for base rent of $2,300,000 per annum
for the first ten years of the term, and $2,500,000 per annum for the remaining
ten years, which is an aggregate of $48,000,000 in base rent over the entire
term of the lease. Such rent payments represent 100% of the revenues earned by
999 Chester Avenue LLC. The lease is a net lease and contains terms and
conditions typical of a lease for a commercial parking property.

(g)  Management agreement with 1101-1125 Hudson Street LLC

1101-1125 Hudson Street LLC is a real estate investment company in which Mr.
Ackman, the Chairman of the Board of Directors of Impark, has a beneficial
ownership interest. On November 15, 2001, the Company entered into a
month-to-month management agreement with 1101-1125 Hudson Street LLC for a
surface parking lot located in Hoboken, New Jersey. The management agreement
provides for a management fee equal to 50% of net revenue at the lot. The
estimated fee in the first year of the agreement is no more than $18,000. The
agreement contains other terms and conditions typical of a management agreement
for a commercial parking property.

(h)  Lease with 1060 Brickell Partners LLC

Beginning February 1, 2002, the Company entered into a lease with 1060
Brickell Partners LLC, a real estate investment company in which Mr. Ackman,
the Chairman of the Board of Directors of Impark, has a beneficial ownership
interest. The lease is for a surface parking lot located at 1060 Brickell
Street in Miami, Florida. The lease is for a term of one year term commencing
February 1, 2002. The lease provides for fixed rent of $5,000 each month, plus
percentage rent payments of 50% of the net income derived from the lot. Either
party may terminate the lease upon 30 days written notice. The lease is a net
lease and contains terms and conditions typical of a lease for a commercial
parking property.

(i)  Sublease to Radiant Partners LLC

Radiant Partners LLC is a real estate asset management and investment firm
whose managing members include Mr. Friedman, Vice-Chairman and a director of
Impark, and Mr. Schonberger, Vice-President of Impark. On October 1, 2000,
Impark entered into a lease of office premises in New York, New York and on the
same date also entered into a sublease of a portion of such premises to Radiant
Partners LLC. The sublease has a term of three years and three months and
requires that Radiant pay rent to Impark based on Radiants pro rata space
allotment of the premises, in the aggregate of $12,700 per month or an
aggregate of approximately $495,300 over the entire term of the sublease.
Operating costs are also shared on a pro rata basis between Radiant and Impark. The sublease contains terms and conditions
typical of a sublease for commercial office space.

13



---



##### 



Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
the Registrants Annual Report on Form 10-K to be signed on its behalf by
the undersigned, thereunto duly authorized.

|                     |  |  |  |                                                            
|-------------------- |  |  |  | -----------------------------------------------------------
|                     |  |  |  | IMPERIAL PARKING CORPORATION                               
|                     |  |  |  |                                                            
|Date: April 30, 2003 |  |  |  | By: /s/ CHARLES E. HUNTZINGER                              
|                     |  |  |  | Charles E. Huntzinger
President and Chief Executive Officer
|                     |  |  |  |                                                            
|Date: April 30, 2003 |  |  |  | By: /s/ J. BRUCE NEWSOME                                   
|                     |  |  |  | J. Bruce Newsome
Chief Financial Officer                   

14



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##### 



CERTIFICATION PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002

I, Charles Huntzinger, certify that:



|1. |  | I have reviewed this annual report on Form 10-K, as amended, of
Imperial Parking Corporation;                                                                                                                                                                                                                           
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:                                                                                               



| | a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this annual report is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the
audit committee of registrants board of directors (or persons
performing the equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data
and have identified for the registrants auditors any material
weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                     |  |                                           
|-------------------- |  | ------------------------------------------
|Date: April 30, 2003 |  | /s/ Charles Huntzinger                    
|                     |  | Charles Huntzinger
Chief Executive Officer

15



---



##### 



CERTIFICATION PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002

I, J. Bruce Newsome, certify that:



|1. |  | I have reviewed this annual report on Form 10-K, as amended, of
Imperial Parking Corporation;                                                                                                                                                                                                                           
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:                                                                                               



| | a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this annual report is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the
audit committee of registrants board of directors (or persons
performing the equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data
and have identified for the registrants auditors any material
weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                     |  |                                                             
|-------------------- |  | ------------------------------------------------------------
|Date: April 30, 2003 |  | /s/ J.Bruce Newsome
J. Bruce Newsome
Chief Financial Officer

16