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                          (LOGO) THE BLACKSTONE GROUP
 
                                                                December 6, 1996
 
Board of Directors
Square Industries, Inc.
921 Bergen Avenue
Jersey City, NJ 07306
 
Dear Sirs:
 
     You have asked our opinion with respect to the fairness, from a financial
point of view, to the holders, excluding shares as to which dissenters' rights
have properly been exercised, of the common stock, par value $0.01 per share
(the "Shares"), of Square Industries, Inc. (the "Company") of the consideration
to be received by such holders in connection with (a) the proposed tender offer
(the "Offer") by Central Parking System -- Empire State, Inc. (the "Acquisition
Sub"), a wholly-owned subsidiary of Central Parking Corporation (the "Parent"),
for all outstanding Shares at a price equal to $28.50 per Share, in cash, plus
an additional amount placed into escrow, as more fully set forth in the
Agreement (defined below) (the "Consideration"), and (b) the proposed merger of
the Acquisition Sub with and into the Company pursuant to the Merger Agreement
(the "Agreement") dated as of December 6, 1996 among the Company, the Parent and
the Acquisition Sub (the "Merger", and together with the Offer, the
"Transaction"), pursuant to which all Shares remaining outstanding, other than
Shares owned by the Parent, the Acquisition Sub or their affiliates, or Shares
as to which dissenters' rights have properly been exercised, will be converted
into the right to receive an amount in cash equal to the Consideration. The
terms and conditions of the Merger are more fully set forth in the Agreement.
 
     In arriving at our opinion, we have reviewed and analyzed: (i) the terms of
the Agreement and certain related documents, including the Escrow Agreement,
Agreement to Support the Transaction, and Confidentiality and Noncompete
Agreement; (ii) certain publicly available information concerning the business,
financial condition, assets and operations of the Company which we believe to be
relevant to our inquiry; (iii) certain publicly available information relating
to financial markets and industry and economic conditions; and (iv) certain
financial and other information, including financial forecasts, with respect to
the business operations, assets, financial condition and prospects of the
Company furnished to us by the Company that is not publicly available. We have
met with management of the Company to discuss the business, operations, assets,
financial condition, history and prospects of the Company's business.
 
     In conducting our analysis, we have also considered (i) certain publicly
available and other information concerning the trading of, and the trading
market for, the Shares; (ii) the historical and current financial position and
the historical and projected cash flows and results of operations of the
Company; (iii) publicly available historical and current financial information
and stock price data with respect to certain public
 
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companies with operations that we considered comparable to those of the Company
or otherwise considered relevant; (iv) the financial terms of certain business
combination transactions involving companies with operations that we considered
comparable to the Company; and (v) the appraised and book values of the
Company's owned real estate. In addition to the foregoing, we have conducted
such other studies, analyses and investigations as we have deemed appropriate in
arriving at our opinion.
 
     In the course of our investigation, we have relied upon, and have assumed
the accuracy and completeness of, all of the foregoing information, and we have
not assumed any responsibility for independent verification of any such
information. We have further relied upon the assurances of management of the
Company that they are not aware of any facts that would make such information
inaccurate, incomplete or misleading. With respect to financial forecasts of the
Company, we have relied upon the Company's assurances that they have been
reasonably prepared on bases reflecting the best currently available estimates
and judgements of the Company's management as to the future financial
performance of the Company. We express no view as to such financial forecasts or
the assumptions on which they are based. We have made a limited physical
inspection of the properties and facilities of the Company, but have not made an
independent appraisal of the assets of the Company. We reviewed independent
appraisals of the Company's owned real estate and have assumed that these
appraisals were prepared on a reasonable basis. (We note that these appraisals
on the majority of the Company's owned real estate were prepared in 1994.) Our
opinion is necessarily based upon business, market, economic, regulatory and
other conditions as they exist on, and can be evaluated as of, the date hereof.
 
     We have acted as financial advisor to the Company in connection with the
Transaction and will receive a fee for our services, including for rendering
this opinion, which is in part contingent upon the consummation of the
Transaction. In addition, the Company has agreed to indemnify us for certain
liabilities arising out of the rendering of this opinion.
 
     Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the Consideration to be received by holders of the Shares pursuant
to the Agreement is fair to such holders from a financial point of view.
 
     This opinion is solely for the use and benefit of the Board of Directors of
the Company and shall not be disclosed publicly or made available to, or relied
upon by, any third party without prior written approval. Our opinion does not
constitute a recommendation to any stockholder of the Company as to how such a
stockholder should respond to the Offer or otherwise take any other action with
respect to the Transaction.
 
                                          Very truly yours,
 
                                          (SIG) THE BLACKSTONE GROUP