Exhibit 10.1


                         [FORM OF] AMENDED AND RESTATED
                          STOCK OPTION AWARD AGREEMENT


                  THIS AMENDED AND RESTATED STOCK OPTION AWARD  AGREEMENT  (this
"Amended  Agreement"),  dated as of January 30, 2002 (the "Effective  Date"), is
made between  APCOA/Standard  Parking, Inc. (the "Company") and ___________ (the
"Optionee"). All capitalized terms used herein that are not defined herein shall
have the respective meanings given to such terms in the APCOA/Standard  Parking,
Inc. 2001 Stock Option Plan (the "Plan").  It is understood  and agreed that the
Option evidenced hereby is subject to the following terms and conditions:

                                    RECITALS:


         WHEREAS, the Company and the Optionee entered into a Stock Option Award
Agreement dated January 30, 2002 (the "Option Agreement");


         WHEREAS,  the  Company and  desires to modify the Option  Agreement  to
clarify and modify the vesting provisions; and


         WHEREAS,  the  Optionee has agreed to permit the  modification  of such
vesting provisions.


         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements contained herein, the parties hereby agree as follows.

         1. Grant of Option. Pursuant to the provisions of the Plan, the Company
hereby grants to the Optionee,  subject to the terms and  conditions of the Plan
and subject further to the terms and conditions  herein set forth, the right and
option to purchase from the Company all or any part of an aggregate of 36 shares
of the 18% Senior Convertible  Redeemable Series D Preferred Stock due 2008 (the
"Stock"), at a per share purchase price equal to $5,600.00 (the "Option"),  such
Option to be  exercisable  as  hereinafter  provided.  The  Option  shall not be
treated as an "incentive stock option," as defined in Section 422 of the Code.

         2.  Expiration  Date.  The Option shall expire ten (10) years after the
date indicated above.

         3. Vesting and Exercise of Option.

                  (a) Subject to the other terms of this Amended  Agreement  and
the Plan,  the Option is fully  vested at all times and may be exercised in full
on or after the  earlier  of (i) a Change in  Control,  (ii) an  Initial  Public
Offering,  (iii) an  "Optional  Redemption"  (as defined in the  Certificate  of
Designations)  or  (iv)  such  earlier  date as may be  fixed  in the  sole  and
exclusive discretion of the Committee.

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<PAGE>

                  (b) Notwithstanding the foregoing, in the event of a "Optional
Redemption" or a "Change in Control Redemption" (as each such term is defined in
Section 5 of the Certificate of Designations),  the Optionee will  automatically
be treated as having  exercised  his Option,  the  Company's  or the  Optionee's
election to exercise their right of redemption,  as applicable,  shall extend to
the Stock  underlying  such Option and the Option  will be canceled  immediately
following such event. In such event, the Optionee will not be required to make a
payment to the  Company  with  respect to the deemed  exercise  of such  Option.
Rather,  the Optionee will receive a cash  distribution  (net of any  applicable
withholding obligations) equal to the product of the number of shares underlying
the Option  multiplied by the difference  between the per share redemption price
paid by the Company in connection  with such  redemption  and the exercise price
provided for under the Option.  Notwithstanding the foregoing, in the event of a
Change in Control Redemption where the redemption price is not paid in cash, the
Optionee will not  automatically be treated as having exercised his Option,  but
such Option will be exercisable  and will otherwise  continue in accordance with
its terms.

                   (c) In the event of an Initial Public Offering, the shares of
Stock underlying the Options granted  hereunder will  automatically be converted
into the number of shares of common  stock of the Company  equal to the quotient
of the  then-effective  "Redemption  Price"  (as  such  term is  defined  in the
Certificate of  Designations)  divided by the price per share at which shares of
the Company's  common stock are offered in the IPO. The exercise  price for each
share of common stock under the  converted  Option shall be equal to the product
of the exercise price under the Option prior to the conversion multiplied by the
quotient of the price per share at which  shares of the  Company's  common stock
are offered in the IPO divided by the then-effective Redemption Price.

                  (d) In  addition  to the  foregoing,  in the  event  any other
redemption in cash of all of the then  outstanding  Stock at the election of the
Company,  the terms of which are not covered by the Certificate of Designations,
(i) the Option may be  exercised  in full,  and (ii) the Company  shall give the
Optionee reasonable advance notice of its intent to redeem, the details relating
to the terms of such  redemption  and an  opportunity to exercise his Option and
participate  in the  redemption  on the same  terms as  applicable  to the other
shareholders  whose Stock is being redeemed pursuant to such redemption.  In the
event  that  the  Optionee  does  not  exercise  his  Option  pursuant  to  such
redemption,  such Option will otherwise  continue in accordance  with its terms,
but  will  not be  exercisable  until a  subsequent  exercise  triggering  event
described in this Section 3.

                  (e) An Option must be  exercised  in whole for the full number
of shares of Stock provided  under the Option;  provided,  however,  that in the
event of an IPO, an Option may be  exercised  with  respect to the lesser of the
number  of  shares  designated  by the Board at the time of such IPO or the full
number of shares of Stock then subject to the Option. Any exercise of all or any
part of the Option shall be accompanied by Notice to the Company  specifying the
number of shares of Stock as to which the  Option is being  exercised.  Upon the
valid exercise of all or any part of the Option, a certificate (or certificates)
for the number of shares of Stock with  respect to which the Option is exercised
shall be  issued in the name of the  Optionee,  subject  to the other  terms and
conditions of this Amended Agreement and the Plan.

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<PAGE>

                  (f) Upon the exercise of an Option pursuant to this Section 3,
the Optionee will receive a cash (or, in the case of an Initial Public  Offering
described  under Section 3(c),  stock) payment equal to the cash value of all of
the dividends (as provided under Section 3 of the  Certificate of  Designations)
that would have been paid with  respect  to the  shares of Stock  received  upon
exercise  of the Option as if the  Optionee  actually  owned such Stock from the
date of grant through the date of such exercise.

         4.  Consideration.  If  applicable,  at the time of any exercise of the
Option,  the purchase  price of the shares of Stock as to which the Option shall
be exercised  shall be paid to the Company in United States  dollars by personal
check, bank draft or money order.

         5. Exercise  Upon Death,  Disability  or  Termination  of Employment or
Service. The Option shall terminate upon the termination, for any reason, of the
Optionee's employment or service with the Company or an Affiliate, and no shares
of Stock may thereafter be purchased under the Option except as follows:

                  (a) In the  event  of the  death  of  the  Optionee  while  an
employee  of, or director or  consultant  to, the Company or an  Affiliate,  the
Option may be exercised after his death by his designated beneficiary, his heir,
the legal  representative  of the  Optionee's  estate or by the  legatee  of the
Optionee under his last will, to the same extent that the Option would have been
exercisable  by the  Optionee  absent such death in  accordance  with  Section 3
hereof.

                  (b) If the Optionee's  employment,  directorship or consulting
relationship  with the Company or an Affiliate  shall terminate by reason of the
Optionee's  "Disability," as defined in the Company's  then-effective  long-term
disability plan, the Option may be exercised after such termination, to the same
extent that the Option would have been  exercisable by the Optionee  absent such
Disability in accordance with Section 3 hereof.

                  (c) If the Optionee voluntarily terminates,  or the Company or
an Affiliate terminates,  the Optionee's employment,  directorship or consulting
relationship for any reason other than the Optionee's  death or Disability,  the
Option shall automatically,  without any further action required by the Company,
terminate on the date of such termination of employment or service and no shares
of Stock may thereafter be purchased under the Option.

         6.       Nontransferability.

                  (a) Except as allowable  under Section 6(b),  the Option shall
not  be  transferable  otherwise  than  by  will  or the  laws  of  descent  and
distribution,  and is exercisable,  during the lifetime of the Optionee, only by
him; provided that the Option may be exercised after the Optionee's death by the
beneficiary most recently named by the Optionee in a written designation thereof
filed by the Optionee with the Company, in accordance with the Plan.

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<PAGE>

                  (b) Subject to the applicable  securities  laws, the Committee
may determine  that the Option may be transferred by the Optionee to one or more
members of the  Optionee's  Immediate  Family,  as defined in Section 6(c), to a
partnership  of which the only partners are the Optionee  and/or  members of the
Optionee's  Immediate  Family, or to a trust established by the Optionee for the
benefit of the Optionee  and/or one or more members of the Optionee's  Immediate
Family.  No  transferee to whom or which the Option is  transferred  may further
transfer  such Option.  An Option  transferred  pursuant to this  Section  shall
remain subject to the provisions of the Plan, including, but not limited to, the
provisions  of Section 5 relating to the  exercise of the Option upon the death,
disability,  retirement  or other  termination  of  employment or service of the
Optionee,  and shall be  subject  to such  other  rules as the  Committee  shall
determine.

                  (c) For purposes of this Section 6, "Immediate  Family" of the
Optionee means the Optionee's spouse, parents, children, stepchildren,  adoptive
relationships, sisters, brothers and grandchildren.

         7. Withholding Taxes. At the time of receipt of Stock upon the exercise
of all or any part of the Option,  the Optionee  shall be required to pay to the
Company in cash (or make other arrangements, in accordance with Section 8 of the
Plan  for the  satisfaction  of) any  taxes of any  kind  required  by law to be
withheld with respect to such Stock.

         8. No Rights as Stockholder.  Neither the Optionee nor any other person
shall become the beneficial  owner of the shares of Stock subject to the Option,
nor have any rights to dividends or other rights as a  shareholder  with respect
to any such shares,  until the Optionee has  exercised  the Option in accordance
with the provisions hereof and of the Plan.

         9. No Right to Continued Employment or Service.  Neither the Option nor
any terms contained in this Amended Agreement shall confer upon the Optionee any
express or implied  right to be  retained  in the  service of the  Company or an
Affiliate  for any period or at all,  nor  restrict  in any way the right of the
Company or any Affiliate, which right is hereby expressly reserved, to terminate
his  employment  or  service  at any time with or without  cause.  The  Optionee
acknowledges  and agrees that any right to exercise the Option is earned only by
continuing  as an  employee,  director  or  consultant  of the  Company  and the
Affiliates,  as applicable, at the will of the Company or any such Affiliate, or
satisfaction  of any other  applicable  terms and  conditions  contained in this
Amended  Agreement and the Plan,  and not through the act of being hired,  being
granted the Option or acquiring shares of Stock hereunder.

         10.  Inconsistency with Plan.  Notwithstanding  any provision herein to
the contrary,  the Option provides the Optionee with no greater rights or claims
than are specifically provided for under the Plan. If and to the extent that any
provision contained in this Amended Agreement is inconsistent with the Plan, the
Plan shall govern.

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<PAGE>

         11. Compliance with Laws and Regulations. The Option and the obligation
of the Company to sell and deliver shares of Stock hereunder shall be subject in
all respects to (i) all applicable Federal and state laws, rules and regulations
and (ii)  any  registration,  qualification,  approvals  or  other  requirements
imposed by any  government  or  regulatory  agency or body  which the  Committee
shall,  in its  discretion,  determine  to be necessary  or  applicable,  in all
respects.  Moreover,  the Option may not be  exercised if its  exercise,  or the
receipt of shares of Stock  pursuant  thereto,  would be contrary to  applicable
law. If at any time the Company shall  determine,  in its  discretion,  that the
listing,  registration  or  qualification  of shares of Stock upon any  national
securities  exchange  or under any  state or  Federal  law,  or the  consent  or
approval of any  governmental  regulatory  body, is necessary or desirable,  the
Company shall not be required to deliver any certificates for shares of Stock to
the Optionee or any other person  unless and until such  listing,  registration,
qualification,  consent or approval  shall have been  effected or  obtained,  or
otherwise provided for, free of any conditions not acceptable to the Company.

         12.  Investment  Representation.  If at the time of  exercise of all or
part of the Option the Stock is not  registered  under the Securities Act and/or
there is no current  prospectus in effect under the  Securities Act with respect
to the Stock, the Optionee shall execute, prior to the issuance of any shares of
Stock  to the  Optionee  by the  Company,  an  agreement  (in  such  form as the
Committee  may specify) in which the Optionee,  among other things,  represents,
warrants and agrees that the  Optionee is  purchasing  or  acquiring  the shares
acquired  under this Amended  Agreement  for the  Optionee's  own  account,  for
investment only and not with a view to the resale or distribution  thereof, that
the Optionee has  knowledge and  experience  in financial and business  matters,
that the  Optionee is capable of  evaluating  the merits and risks of owning any
shares of Stock  purchased or acquired  under this Amended  Agreement,  that the
Optionee is a person who is able to bear the economic risk of such ownership and
that any subsequent  offer for sale or  distribution of any of such shares shall
be made only pursuant to (i) a  registration  statement on an  appropriate  form
under the Securities Act, which registration  statement has become effective and
is current with regard to the shares being  offered or sold,  or (ii) a specific
exemption from the  registration  requirements  of the Securities  Act, it being
understood that to the extent any such exemption is claimed, the Optionee shall,
prior to any offer  for sale or sale of such  shares,  obtain a prior  favorable
written  opinion,  in form and substance  satisfactory  to the  Committee,  from
counsel  for or  approved  by the  Committee,  as to the  applicability  of such
exemption thereto.

         13. Lock-Up Period. The Optionee hereby agrees that, if so requested by
the  Company  or  any   representative   of  the  underwriters   (the  "Managing
Underwriter")  in connection with any registration of the offering of any equity
securities  of the Company  under the  Securities  Act, the  Optionee  shall not
offer,  pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell,  grant any option,  right or warrant to
purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any
Stock or other equity securities of the Company or enter into any swap,  hedging
or other arrangement that transfers to another,  in whole or in part, any of the
economic  consequences  of ownership of any Stock or other equity  securities of
the Company (each such action, a "Transfer")  during the 180-day period (or such
other  period as may be requested  in writing by the  Managing  Underwriter  and
agreed to in writing by the Company) (the "Market  Standoff  Period")  following
the effective  date of a  registration  statement of the Company filed under the
Securities  Act.  Such  restriction  shall apply only to the first  registration
statement of the Company to become  effective  under the  Securities  Act, which
includes equity  securities to be sold on behalf of the Company to the public in
an underwritten public offering under the Securities Act. The Company may impose
stop-transfer  instructions  with  respect to equity  securities  subject to the
foregoing restrictions until the end of such Market Standoff Period.

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<PAGE>

         14. Certain Other  Representations  and Covenants of the Optionee.  The
Optionee hereby  acknowledges  receipt of a copy of the Plan and represents that
he is  familiar  with the terms and  provisions  thereof.  The  Optionee  hereby
represents  and  acknowledges  that he has  reviewed  the Plan and this  Amended
Agreement  in their  entirety,  has had an  opportunity  to obtain the advice of
counsel  prior to executing  this Amended  Agreement and fully  understands  all
provisions of the Plan and this Amended Agreement. The Optionee hereby agrees to
be bound  by all of the  terms  and  provisions  of the  Plan  and this  Amended
Agreement,  including the terms and provisions adopted after the granting of the
Option but prior to the complete exercise hereof,  subject to the last paragraph
of Section 12 of the Plan as in effect on the date hereof.  The Optionee  hereby
agrees  to  accept  as  binding,   conclusive   and  final  all   decisions  and
interpretations  of the Committee or the Board upon any questions  arising under
the Plan, this Amended Agreement or otherwise relating to the Option.

         15. Notices.  Any Notice or other  communication  required or permitted
hereunder shall be in accordance  with the Plan, and, if to the Company,  may be
delivered  in person to the Chairman of the  Company's  Board of  Directors,  by
facsimile  at  (203)  661-5756,  or  sent by  certified  or  registered  mail or
overnight  courier,  prepaid,  addressed to the Company at 545  Steamboat  Road,
Greenwich,  CT 06830, and, if to the Optionee,  shall be addressed to him at the
address set forth  below his  signature  hereon,  subject to the right of either
party to designate at any time hereafter in writing some other address.

         16.  Governing  Law. The  validity,  interpretation,  construction  and
performance of this Amended Agreement shall be governed by the laws of the State
of Delaware applicable to contracts executed and to be performed entirely within
such state, without regard to the conflict of law provisions thereof.

         17.  Severability.  If any of the provisions of this Amended  Agreement
should be deemed  unenforceable,  the remaining  provisions shall remain in full
force and effect.

         18.  Modification.  Except as  otherwise  permitted  by the Plan,  this
Amended  Agreement may not be modified or amended,  nor may any provision hereof
be waived, in any way except in writing signed by the parties hereto.

         19.  Counterparts.  This  Amended  Agreement  has been  executed in two
counterparts, each of which shall constitute one and the same instrument.

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         IN WITNESS WHEREOF, the Company has caused this Amended Agreement to be
executed by a duly authorized officer and the Optionee has executed this Amended
Agreement, both as of the day and year indicated by their signatures,  effective
as of the Effective Date.




                                     APCOA/Standard Parking, Inc.
--------------------------

                                     By:
--------------------------           ------------------------------
                                     Name:
                                     ------------------------------
                                     Title:
                                     ------------------------------

Date:                                Date:
     ---------------------           ------------------------------


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