1
                       [THE BLACKSTONE GROUP LETTERHEAD]


                                                               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 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

   2
(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 judgments 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 restate 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 for the use and benefit of the Board of Directors of the
Company and shall not be disclosed publicly or made available to 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,
                                                       
                                                       The Blackstone Group