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Form BCA-10.30
(Rev. Jan. 1991)          ARTICLES OF AMENDMENT   File # D 5116--186--6
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George H. Ryan            FILED                                         
Secretary of State        DEC 28 1993                                   
Department of Business    GEORGE H. RYAN             SUBMIT IN DUPLICATE
Services                  SECRETARY OF STATE                            
Springfield, IL 62756
Telephone (217) 782-6961 
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Remit payment in check                             This space for use by
or money order, payable                              Secretary of State
to "Secretary of State."
                                                  Date          2/28/93
                                                  Franchise Tax $
                                                  Filing Fee    $25.00
                                                  Penalty       $

                                                  Approved:
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1.   CORPORATE NAME:  Standard Parking Corporation
                    ------------------------------------------------------------
                                                                        (Note 1)

2.   MANNER OF ADOPTION:

      The following amendment of the Articles of Incorporation was adopted on
      November 30, 1993 in the manner indicated below. ("X" one box only)

|_|   By a majority of the incorporators, provided no directors were named in
      the articles of incorporation and no directors have been elected; or by a
      majority of the board of directors, in accordance with Section 10.10, the
      corporation having issued no shares as of the time of adoption of this
      amendment;

                                                                        (Note 2)

|_|   By a majority of the board of directors, in accordance with Section 10.15,
      shares having been issued by shareholder action not being required for the
      adoption of this amendment;

                                                                        (Note 3)

|_|   By the shareholders, in accordance with Section 10.20, a resolution of the
      board of directors having been duly adopted and submitted to the
      shareholders. At a meeting of shareholders, not less than the minimum
      number of votes required by statue and by the articles of incorporation
      were voted in favor of the amendment;

                                                                        (Note 4)

|_|   By the shareholders, in accordance with Sections 10.20 and 7.10, a
      resolution of the board of directors having been duly adopted and
      submitted to the shareholders. A consent in writing has been signed by
      shareholders having not less than the minimum number of votes required by
      statute and by the articles of incorporation. Shareholders who have not
      consented in writing have been given notice in accordance with Section
      7.10;

                                                                        (Note 4)

|_|   By the shareholders, in accordance with Sections 10.20 and 7.10, a
      resolution of the board of directors having been duly adopted and
      submitted to the shareholders. A consent in writing has been signed by all
      of the shareholders entitled to vote on this amendment.

                                                                        (Note 4)

                               (INSERT AMENDMENT)

(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporate name is RESOLVED,
that the Articles of Incorporation be amended to read as follows:)


- ------------------------------------------------------------------------------
                                   (NEW NAME)

                                      PAID
                                   DEC 29 1993

                 All changes other than name, include on page 2
                                     (over)
   2

                                   Resolution

RESOLVED, that the Articles of Incorporation be amended to read as follows:

   "Article 3.  Purpose or purposes for which the corporation is organized:
   To transact any or all lawful activities and businesses which are authorized
   by the Illinois Business Corporation Act of 1983, as amended, and to purchase
   or to otherwise acquire, hold use, own mortgage, sell, convey, lease or
   otherwise dispose of and deal in real and personal property of every class
   and description or any interest therein.
   3

3.    The manner in which any exchange, reclassification or cancellation of
      issued shares, or a reduction of the number of authorized shares of any
      class below the number of issued shares of that class, provided for or
      effected by this amendment, is as follows: (If not applicable, insert "No
      change")

      No change

4.    (a) The manner in which said amendment effects a change in the amount of
      paid-in capital (Paid-in capital replaces the terms Stated Capital and
      Paid-in Surplus and is equal to the total of these accounts) is as
      follows: (If not applicable, insert "No change")

      No change

      (b) The amount of paid-in capital (Paid-in Capital replaces the terms
      Stated Capital and Paid-in Surplus and is equal to the total of these
      accounts as changed by this amendment is as follows: (If not applicable,
      insert "No change")

      No change

                                      Before Amendment  After Amendment

                    Paid-in Capital   $                 $
                                       -------------     -------------

                       (Complete either Item 5 or 6 below)

5.    The undersigned corporation has caused this statement to be signed by its
      duly authorized officers, each of whom affirms, under penalties of
      perjury, that the facts stated herein are true.

      Dated       December 10, 1993              Standard Parking Corporation
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                                                  (Exact Name of Corporation)

      attested by /s/ Michael K. Wolf           by    /s/ Myron C. Warshauer
                 --------------------------     --------------------------------
                 (Signature of Secretary or     (Signature of President or Vice
                    Assistant Secretary)                    President)

                 Michael K. Wolf, Secretary      Myron C. Warshauer, President
                 --------------------------     -------------------------------
              (Type or Print Name and Title)     (Type or Print Name and Title)

6.    If amendment is authorized by the incorporators, the incorporators must
      sign below.

                                       OR

      If amendment is authorized by the directors and there are no officers,
      then a majority of the directors or such directors as may be designated by
      the board, must sign below.

      The undersigned affirms, under the penalties of perjury, that the facts
      stated herein are true.

      Dated
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