CARLYLE REAL ESTATE LTD PARTNERSHIP XIII
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>c13_101.txt
<TEXT>
EXHIBIT 10.1
------------




                   SETTLEMENT AGREEMENT AND RELEASE


                          SECTION I:  PARTIES

     1.1   THIS SETTLEMENT AGREEMENT AND RELEASE (hereinafter "Agreement")
is entered into by and between NATIONAL OFFICE PARTNERS LIMITED PARTNERSHIP
("NOP") and each of the following parties:

           SEAFO, INC.; JMB PROPERTIES COMPANY; 1001 FOURTH AVENUE
ASSOCIATES; BANK OF AMERICA, N.A (AS SUCCESSOR TO SEATTLE-FIRST NATIONAL
BANK); AMPCO AUTO PARKS, INC. AND AMPCO SYSTEM PARKING; CENTRAL PARKING
SYSTEM OF WASHINGTON, INC.; APCOA/STANDARD PARKING INC. (AS SUCCESSOR TO
STANDARD PARKING CORPORATION OF CALIFORNIA); and CHEVRON U.S.A. INC. (each
of whom is considered by NOP to be a Potentially Liable Person ("PLP"), and
who shall therefore be referred to herein as "PLPs").  NOP and the PLPs
shall be referred to collectively as "Parties."

     1.2   For the mutual promises and covenants herein, the sufficiency
of which the Parties hereby acknowledge, the Parties agree as follows:


                     SECTION II:  REPRESENTATIONS

     2.1   NOP alleged that the PLPs are responsible for purported
contamination at the real property described in Attachment A ("NOP Site").
The PLPs do not admit liability to NOP or to any other person or entity for
any alleged injuries, damages, or claims, as defined in paragraph 3.1, of
any sort or character relating to the NOP Site, nor do they admit that they
are PLPs.


                       SECTION III:  DEFINITIONS

     Undefined terms of this Agreement shall have their ordinary and plain
meaning.  The terms set forth below shall have the following meanings:

     3.1   "Claim" means any and all Costs and all civil liability or
responsibility for injunctive relief, declaratory relief, damages, and any
other civil remedies of any kind or nature whatsoever relating to Hazardous
Substances contamination of the NOP Site, including, without limitation,
all claims for common law negligence, trespass, and nuisance, all claims
relating to alleged "stigma" damages, diminution of property value or
property loss, compensatory, consequential, or punitive damages, claims or
cross-claims for contribution, and any and all actual or alleged violations
of federal, state, or local law, statute, regulation, ordinance, or
standard relating to contamination of the NOP Site, whether known or
unknown, past, present, and future.

     3.2   "Costs" means all expenses related to or incurred in response
to any alleged discharge, threatened release, or release at, on, or under
the NOP Site of "hazardous substances" as defined in the Model Toxics
Control Act ("MTCA"), RCW 70.105D et seq. (including RCW 70.105D.020(21)),
or the Comprehensive Environmental Response, Compensation, and Liability
Act ("CERCLA"), 42  U.S.C.  Section  9601 et seq., and the regulations
promulgated thereunder (collectively herein "Hazardous Substances").
Without limitation, the term "Costs" also includes any cost of preparing
and implementing site assessments, remediation costs, excavation costs,
environmental consultant fees and costs, internal and federal or state
agency oversight costs, engineering fees and costs, attorneys' fees and
costs, interest, rental expense, change order expenses, contractor and
subcontractor costs, construction delay damages, hauling and disposal
costs, past and future environmental monitoring or testing, and the cost of


<PAGE>


preparing any reports regarding any investigation or remedial action at the
NOP Site.  The term "Costs" also includes all claims or cross-claims for
reimbursement or contribution related to the NOP Site including attorneys'
fees and costs associated with the settlement payments to NOP required
under paragraph 4.1 below.

     3.3   "Effective Date" means the date of Execution.  If the Parties
do not execute this Agreement on the same date, the Effective Date is the
date of delivery of the last (i.e., latest executed) signature on the
Agreement.

     3.4   "Execution" means the signing and delivering by the Parties of
original counterparts of this Agreement.

     3.5   "NOP Site" means all real property located at 919 Fourth Avenue
in Seattle, Washington and as further described in Attachment A, and the
soils, sediments, air, surface water, and groundwater located upon or
beneath such real property.

     3.6   "1001 Fourth Avenue Plaza" means all real or personal property
(including any improvements thereto and the UST System as defined below)
located at any time at 1001 Fourth Avenue in Seattle, Washington.

     3.7   "UST System" means any underground storage tank system,
including any components of such system and any related fuel delivery
system, located now or at any time in the past at 1001 Fourth Avenue Plaza.


           SECTION IV:  PAYMENT AND REMEDIATION OBLIGATIONS

     4.1   In consideration of the agreements herein set forth, the PLPs
shall pay to NOP the aggregate amount of One Million Four Hundred Sixty
Thousand Dollars ($1,460,000.00) with each party paying the amount listed
below:

           Seafo, Inc.                  $475,000.00
           Chevron U.S.A. Inc.          $375,000.00
           JMB Properties/1001 Fourth
             Avenue Associates          $350,000.00
           APCOA/Standard Parking       $140,000.00
           Ampco Parking                 $55,000.00
           Bank of America               $55,000.00
           Central Parking System        $10,000.00
                                      -------------
                Total                 $1,460,000.00
                                      =============

Such payment shall be in the form of checks made payable to:  "National
Office Partners Limited Partnership" within thirty (30) days of the
Effective Date.  Payment by checks shall be sent to: Attn:  William F.
Joyce, Ogden Murphy Wallace, P.L.L.C., 1601 Fifth Avenue, Suite 2100,
Seattle, Washington 98101.  NOP's Taxpayer Identification Number is 76-
0576739.  In making this payment, the PLPs do not intend to nor are they to
be deemed by any Party to be acting as volunteers.

     4.2   With respect to all threatened or actual releases of Hazardous
Substances associated with the UST System, Seafo, Inc., agrees to use its
best efforts at its sole expense to expeditiously complete all necessary
investigation, remedial action, and closure reporting to obtain a "no
further action" ("NFA") letter from the Washington State Department of
Ecology ("Ecology") concerning such releases of Hazardous Substances
associated with the UST System, including actions necessary to maintain NFA
status under Ecology's Voluntary Cleanup Program.




<PAGE>


                         SECTION V:  RELEASES

     5.1   Except as expressly set forth in paragraph 4.2, 5.2, 5.3, or
6.1 herein, the Parties hereby fully release, acquit, and forever discharge
each other and all of their partners, successors, parents, subsidiaries,
divisions, affiliates of every kind or nature, agents, attorneys,
representatives, insurers, re-insurers, lenders, and assigns, from any and
all Claims and Costs, whether liquidated or unliquidated, contingent or
non-contingent, known or unknown, asserted or not asserted, foreseen or
unforeseen, past, present or future, relating in any way to Hazardous
Substances on the NOP Site.  The release set forth in this paragraph 5.1 is
expressly limited to Hazardous Substances on the NOP Site originating at
any time from the UST System.

     5.2   Notwithstanding paragraph 5.1 above, NOP expressly reserves all
rights to bring claims of any type that may arise in the future against
Seafo, Inc., and all of its partners, successors, parents, subsidiaries,
divisions, affiliates of every kind or nature, agents (excluding any agent
who is a Party to this Agreement), representatives, insurers, reinsurers
and assigns that are based upon Hazardous Substance recontamination of the
NOP Site occurring after the Effective Date; provided, however, that any
future claim shall exclude any and all costs incurred by NOP or any
purchaser of the NOP Site from NOP in relation to capital expenditure or
long-term operation and maintenance of a groundwater treatment system that
may be installed in the lowest garage level of the NOP Site.  Seafo, Inc.,
expressly reserves all of its legal, equitable, and common law defenses to
any such claims.

     5.3   Seafo, Inc., expressly releases and forever discharges all of
the other Parties to this Agreement and their respective partners,
successors, parents, subsidiaries, divisions, affiliates of every kind or
nature, agents, attorneys, representatives, insurers, re-insurers, lenders,
and assigns from any and all liability or responsibility of any kind
relating to Hazardous Substances originating at any time from the UST
System, and Seafo, Inc., covenants that it shall not allege that any of the
other Parties has any obligation or duty under common law or any statute or
contract, including under MTCA, CERCLA, and/or this Agreement, to take any
action or pay any sum of money relating to Hazardous Substances originating
from such UST System.


                     SECTION VI:  INDEMNIFICATION

     6.1   NOP agrees to defend and indemnify each of the PLPs and each
and all of their partners, successors, parents, subsidiaries, divisions,
affiliates of every kind or nature, agents, attorneys, representatives,
insurers, re-insurers, lenders, and assigns (individually, an "Indemnitee"
and collectively, the "Indemnitees") against any and all Claims by any
person incurred in connection with Hazardous Substances on the NOP Site or
that may migrate to the NOP Site after the Effective Date.  The
indemnification set forth in this paragraph 6.1 is expressly limited to
Hazardous Substances originating at any time from the UST System.
Notwithstanding the preceding, such indemnification specifically does not
include indemnification of Seafo, Inc., or any of its partners, successors,
parents, subsidiaries, divisions, affiliates of every kind or nature,
agents (excluding any agent who is a Party to this Agreement),
representatives, insurers, lenders, and assigns for claims associated with
recontamination of the NOP Site as set forth in paragraph 5.2.



<PAGE>


     6.2   INDEMNIFICATION PROCEDURE.  An Indemnitee shall give NOP
written notice, within thirty (30) days of the Indemnitee's first actual
knowledge, of a claim that the Indemnitee contends is covered by the
indemnity provisions in paragraph 6.1 and shall deliver it to NOP with
copies of all written information received by the Indemnitee in connection
with such claim.  The failure of an Indemnitee to comply with the time
provision in this paragraph 6.2 shall not bar the provision of indemnity to
the Indemnitee; provided, however, that the indemnification obligation of
NOP under paragraph 6.1 to such Indemnitee shall be reduced to the extent
the failure of such Indemnitee to comply with said time provision is
determined by the court or other finder of fact to have caused actual
prejudice or damage to NOP.  The failure of one Indemnitee to provide the
notice required in this paragraph 6.2 shall not affect NOP's obligations
under this Agreement with respect to other Indemnitees.  NOP shall have the
obligation either to settle the claim (at its expense and without admitting
that Indemnitees had any liability with respect thereto) or to employ legal
counsel reasonably acceptable to the Indemnitees at NOP's expense and other
necessary professionals to defend and contest the claim.  An Indemnitee, at
its sole cost and expense, shall have the right, but not the obligation to
hire its own counsel to participate in the defense of any such claims.  If
NOP has undertaken defense of the claim without reservation, NOP shall have
the sole right to control the defense of such claim, including, without
limitation, the settlement and payment of such claim.  So long as NOP is
diligently defending the claim, the Indemnitee shall not settle or pay such
claim.  The indemnity obligation of NOP shall extend to any final judgment
or order entered in a claim contested by NOP under the terms of this
paragraph.


                   SECTION VII:  GENERAL PROVISIONS

     7.1   AGREEMENT NOT ENFORCEABLE BY THIRD PARTIES.  Subject to
section 7.12 below, this Agreement is neither expressly nor impliedly
intended for the benefit of any third party who is not an Indemnitee and is
neither expressly nor impliedly enforceable by any third party who is not
an Indemnitee, including, but not limited to, local, state, and federal
environmental agencies.

     7.2   SUBROGATION WAIVER.  The Parties represent and warrant that
they have obtained or will obtain a subrogation waiver from any relevant
insurer to the extent that any portion of the payments required by
paragraph 4.1 are made by an insurer.

     7.3   ASSIGNMENTS.  The Parties represent and warrant to each other
that they have not assigned or otherwise transferred any interest in any
claims that are subject to the release provisions of this Agreement.

     7.4   REPRESENTATIONS.  The Parties acknowledge that they have not
executed this Agreement in reliance on any promise, representation, or
warranty not contained herein.

     7.5   NO ADMISSION OF LIABILITY.  This Agreement is a compromise of a
disputed matter and shall not be construed as an admission of (i) liability
or responsibility to any person or entity, (ii) breach of any agreement, or
(iii) violation of any law, rule, standard, or regulation.

     7.6   Consultation with Counsel.  In executing this Agreement, the
Parties acknowledge that they have consulted with attorneys of their choice
and that they have executed this Agreement after independent investigation.

     7.7   AUTHORITY TO EXECUTE.  Each person executing this Agreement on
behalf of another person, corporation, partnership, company, or other
organization or entity represents and warrants that he or she is fully
authorized to execute and deliver this Agreement on its, their, his, or her
behalf.



<PAGE>


     7.8   NOTICE PERIOD.  Any demand, request, or notice which any Party
to this Agreement desires or may be required to make or deliver to the
other shall be in writing and shall be deemed delivered when personally
delivered, or when delivered by private courier service (such as Federal
Express or ABC Messenger Service), or three (3) days after being deposited
in the United States Mail, in registered or certified form, postage
prepaid, return receipt requested, and addressed as follows:

     FOR NATIONAL OFFICE PARTNERS, LIMITED PARTNERSHIP
     -------------------------------------------------

     Ogden Murphy Wallace, P.L.L.C.
     Westlake Center Tower
     1601 Fifth Avenue, Suite 2100
     Seattle, WA 98101-1686
     Attention:  William F. Joyce

     FOR SEAFO, INC.
     ---------------

     Clarion Partners
     335 Madison Avenue
     New York, NY 10017
     Attention:  Frank C. Sullivan, Jr.

     with a copy to:

     Carney Badley Spellman
     700 Fifth Avenue, Suite 5800
     Seattle, WA 98104-5017
     Attention:  Donald J. Verfurth

     FOR CHEVRON U.S.A. INC.
     -----------------------

     Chevron Products Company
     P.O. Box 6044
     San Ramon, CA 94583-0944
     Attention:  Jon N. Robbins

     FOR JMB PROPERTIES COMPANY/1001 FOURTH AVENUE ASSOCIATES
     --------------------------------------------------------

     Mayer, Brown, Rowe & Maw
     1909 K Street Northwest
     Washington, DC 20006-1101
     Attention:  John S. Hahn

     with a copy to:

     JMB Realty Corporation
     900 N. Michigan Avenue
     Chicago, IL 60611
     Attention:  Lorenzo E. Bracy

     FOR APCOA/STANDARD PARKING INC.
     -------------------------------

     Steefel Levitt & Weiss
     One Embarcadero Center, 30th Floor
     San Francisco, CA 94111-3719
     Attention:  Stephen S. Mayne

     with a copy to:

     Robert Sacks
     APCOA/Standard Parking Inc.
     900 North Michigan, Suite 1600
     Chicago, IL 60611


<PAGE>


     FOR AMPCO AUTO PARKS, INC. AND AMPCO SYSTEM PARKING
     ---------------------------------------------------

     Williams Kastner & Gibbs
     601 Union Street, Suite 4100
     P.O. Box 21926
     Seattle, WA 98111-3926
     Attention:  Mark Myers

     FOR CENTRAL PARKING SYSTEM OF WASHINGTON, INC.
     ----------------------------------------------

     Riddell Williams
     1001 Fourth Avenue, Suite 4500
     Seattle, WA 98154-1065
     Attention:  Loren R. Dunn

     FOR BANK OF AMERICA, N.A.
     -------------------------

     Ater Wynne LLP
     601 Union Street, Suite 5450
     Seattle, WA 98101-2327
     Attention:  Peter H. Haller

Each Party may unilaterally change the address and/or person serving as its
registered agent upon written notice to the other Parties.

     7.9   ENTIRE AGREEMENT.  This Agreement contains the entire
understanding between the Parties with respect to the resolution of the
claims addressed herein.  No amendment of or supplement to this Agreement
shall be valid or effective unless made in writing and executed by the
Parties.  This Agreement is neither intended to affect, nor shall be
construed as affecting, any preexisting contract rights of the Parties with
respect to any past, present, or future claims that are not resolved by
this Agreement.

     7.10  INTERPRETATION.  This Agreement was drafted by counsel for the
Parties, and there shall not be a presumption or construction against any
of the Parties.  Any titles or captions of paragraphs contained in this
Agreement are for convenience and reference only.

     7.11  ATTORNEYS' FEES.  In any action between the Parties to this
Agreement to interpret or enforce any of its terms, the prevailing Party
shall be entitled to recover expenses, including reasonable attorneys' fees
and costs (including in-house counsel fees and costs).

     7.12  BINDING NATURE OF AGREEMENT.  This Agreement shall be binding
upon, and/or inure to the benefit of, the Parties, their heirs, executors,
administrators, partners, successors, lenders, parents, subsidiaries,
divisions, affiliates of every kind or nature, agents, representatives,
permitted assigns, insurers, all persons now or hereafter holding or having
all or any part of the interest of a Party to this Agreement, and each
Indemnitee.

     7.13  APPLICABLE LAW/VENUE.  This Agreement shall be construed and
interpreted under the laws of the state of Washington.  Venue for all
disputes shall be King County, Washington.

     7.14  COUNTERPART ORIGINALS.  This Agreement may be executed in any
number of counterpart originals, each of which shall be deemed to
constitute an original agreement, and all of which shall constitute one
agreement.  The execution of one counterpart by a Party shall have the same
force and effect as if that Party had signed all other counterparts.



<PAGE>


     7.15  CONFIDENTIALITY.  This Agreement shall be kept confidential and
shall not be disclosed to any person, corporation, or other entity not a
Party to this Agreement except:  (i) when disclosure is necessary or
reasonably appropriate pursuant to applicable laws, including the
securities laws, accounting requirements, banking or insurance regulations,
or the like; (ii) to assert or defend claims by any Party hereto in a
judicial or administrative proceeding (including an action to enforce the
terms of this Agreement); (iii) to any subsidiary, affiliate, associate,
investor, or parent company of the Parties and their counsel; (iv) to any
company engaged to make payment to NOP on behalf of any PLP; (v) to
auditors of or counsel to the Parties upon their request; (vi) to any
purchaser, potential purchaser, or any entity involved in financing or
refinancing of any indebtedness related to the NOP Site or 1001 Fourth
Avenue Plaza; provided, however, that disclosure pursuant to subparts (ii)
through (vi) above shall only be made under appropriate assurances or
circumstances of confidentiality.

     7.16  ADDITIONAL PROTECTIONS.  In addition to the confidentiality
provisions contained herein and not by way of limitation, this Agreement
shall be deemed to fall within the protections afforded compromises and
offers to compromise under Rule 408 of the Federal Rules of Evidence and
any similar state law provisions.

     7.17  SEAFO TRANSFEREES.  Seafo, Inc., agrees that at the time of any
transfer of its interest in 1001 Fourth Avenue Plaza, Seafo, Inc., shall
require the transferee to assume the obligations of Seafo, Inc., and be
bound by the terms of this Agreement, and shall require such transferee(s)
to do the same in any further transfers.


                               / / / / /



<PAGE>


                 NATIONAL OFFICE PARTNERS LIMITED PARTNERSHIP
                 a Delaware Limited Partnership

                 By:  Hines National Office Partners Limited Partnership,
                      a Texas Limited Partnership
                      General Partner

                      By:   Hines Fund Management, L.L.C.,
                            a Delaware Limited Partnership,
                            Sole Member

                            By:   Hines Holdings, Inc.,
                                  a Texas Corporation,
                                  its General Partner

                                       /s/ Daniel MacEachron
                                       ----------------------
                                  By:  Daniel MacEachron
                                       Senior Vice President

                                  Date: February 10, 2003
                                       ----------------------



STATE OF CALIFORNIA               )
                                  ) ss.
COUNTY OF SAN FRANCISCO           )


     On this day personally appeared before me Maryann H. Livermore to me
known to be the tenth of February 2003, and acknowledged that he/she was
authorized to execute this instrument as the free and voluntary act and
deed of said corporation for the uses and purposes therein mentioned.

     SUBSCRIBED AND SWORN TO before me this 10th day of February, 2003.



                      /s/ Maryann H. Livermore
NOTARY                ----------------------------------------
SEAL                  NOTARY


                      Maryann H. Livermore
                      ----------------------------------------
                      Printed Name



                      My appointment expires:  3/12/04



<PAGE>


                 SEAFO, INC.


                      /s/ Steven D. Van Til
                      ---------------------------------
                 By:  Steven D. Van Til, Vice President


                 Date: February 6, 2003
                      ----------------------------------------



STATE OF WASHINGTON               )
                                  ) ss.
COUNTY OF KING                    )


     On this day personally appeared before me Steven D. Van Til, to me
known to be the Vice President of Seafo, Inc., and acknowledged that he/she
was authorized to execute this instrument as the free and voluntary act and
deed of said corporation for the uses and purposes therein mentioned.

     SUBSCRIBED AND SWORN TO before me this 6th day of February, 2003.


                      /s/ Cyndi J. Shackleton
NOTARY                ----------------------------------------
SEAL                  NOTARY



                      Cyndi J. Shackleton
                      ----------------------------------------
                      Printed Name



                      My appointment expires:  8/19/06



<PAGE>


                 CHEVRON U.S.A. INC.


                      /s/ Walker C. Taylor
                      ------------------------------
                 By:  Walker C. Taylor

                 Date: February 13, 2003
                      ------------------------------



STATE OF CALIFORNIA               )
                                  ) ss.
COUNTY OF SAN FRANCISCO           )



     On this day personally appeared before me Walker C. Taylor, to me
known to be the Assistant Secretary of Chevron U.S.A., Inc., of and
acknowledged that he/she was authorized to execute this instrument as the
free and voluntary act and deed of said corporation for the uses and
purposes therein mentioned.

     SUBSCRIBED AND SWORN TO before me this 13th day of February, 2003.



                      /s/ Simon Lee
NOTARY                ----------------------------------------
SEAL                  NOTARY



                      Simon Lee
                      ----------------------------------------
                      Printed Name



                      My appointment expires:  4/22/06



<PAGE>


                 JMB PROPERTIES COMPANY

                 By:  JMB RES Managers, Inc.,
                      its Managing Partner


                            /s/ Patrick Meara
                            ------------------------------
                      By:   Patrick Meara

                      Date: February 11, 2003
                            ------------------------------



STATE OF ILLINOIS                 )
                                  ) ss.
COUNTY OF COOK                    )


     On this day personally appeared before me Patrick Meara, to me known
to be the Vice President of JMB RES Managers, Inc., and acknowledged that
he/she was authorized to execute this instrument as the free and voluntary
act and deed of said corporation for the uses and purposes therein
mentioned.

     SUBSCRIBED AND SWORN TO before me this 11th day of February, 2003.



                      /s/ Marilyn A. Corbett
NOTARY                ----------------------------------------
SEAL                  NOTARY



                      Marilyn A. Corbett
                      ----------------------------------------
                      Printed Name



                      My appointment expires:  2/28/05





<PAGE>


1001 FOURTH AVENUE ASSOCIATES

By:  Carlyle Real Estate Limited       By:   JMB Realty Corporation,
     Partnership - XIII,                     its General Partner
     its General Partner

     By:   JMB Realty Corporation,           By:   /s/ Patrick Meara
           its Corporate General                   --------------------
           Partner
                                             Date: SVP
     By:   /s/ Patrick Meara                       --------------------
           -------------------

     Date: SVP
           -------------------



STATE OF ILLINOIS                 )
                                  ) ss.
COUNTY OF COOK                    )


     On this day personally appeared before me Patrick Meara, to me known
to be the Sr. Vice President of JMB Realty Corporation, and acknowledged
that he/she was authorized to execute this instrument as the free and
voluntary act and deed of said corporation for the uses and purposes
therein mentioned.

     SUBSCRIBED AND SWORN TO before me this 11th day of February, 2003.



                      /s/ Marilyn A. Corbett
NOTARY                ----------------------------------------
SEAL                  NOTARY


                      Marilyn A. Corbett
                      ----------------------------------------
                      Printed Name


                      My appointment expires:  2/28/05





<PAGE>


                 APCOA/STANDARD PARKING INC.


                      /s/ James A. Wilhelm
                      ------------------------------------------------
                 By:  James A. Wilheim, Chief Executive Officer,
                      President

                 Date: February 7, 2003
                      ------------------------------



STATE OF ILLINOIS                 )
                                  ) ss.
COUNTY OF COOK                    )


     On this day personally appeared before me James A. Wilhelm, to me
known to be the Chief Executive Officer, President of APCOA/Standard
Parking, Inc., and acknowledged that he/she was authorized to execute this
instrument as the free and voluntary act and deed of said corporation for
the uses and purposes therein mentioned.

     SUBSCRIBED AND SWORN TO before me this 7th day of February, 2003.



                      /s/ Carolyn R. Bodden
NOTARY                ----------------------------------------
SEAL                  NOTARY


                      Carolyn R. Bodden
                      ----------------------------------------
                      Printed Name



                      My appointment expires: 5/14/03




<PAGE>


                 AMPCO AUTO PARKS, INC. AND AMPCO SYSTEM PARKING


                      /s/ Thomas D. Barnett
                      ------------------------------
                 By:  Thomas D. Barnett

                 Date: February 17, 2003
                      ------------------------------



STATE OF CALIFORNIA               )
                                  ) ss.
COUNTY OF LOS ANGELES             )


     On this day personally appeared before me Thomas D. Barnett, to me
known to be the President of Ampco System Parking, and acknowledged that
he/she was authorized to execute this instrument as the free and voluntary
act and deed of said corporation for the uses and purposes therein
mentioned.

     SUBSCRIBED AND SWORN TO before me this 17th day of February, 2003.



                      /s/ Maureen Leahy
NOTARY                ----------------------------------------
SEAL                  NOTARY


                      Maureen Leahy
                      ----------------------------------------
                      Printed Name



                      My appointment expires:  7/28/05





<PAGE>


                 BANK OF AMERICA, N.A.


                      /s/ Laurie M. McLaughlin
                      ------------------------------
                 By:  Laurie M. McLaughlin

                 Date: February 20, 2003
                      ------------------------------



STATE OF WASHINGTON               )
                                  ) ss.
COUNTY OF KING                    )


     On this day personally appeared before me Laurie M. McLaughlin, to me
known to be the Vice President of Bank of America, N.A., and acknowledged
that he/she was authorized to execute this instrument as the free and
voluntary act and deed of said corporation for the uses and purposes
therein mentioned.

     SUBSCRIBED AND SWORN TO before me this 20th day of February, 2003.



                      /s/ Monica Diane Adkins
NOTARY                ----------------------------------------
SEAL                  NOTARY


                      Monica Diane Adkins
                      ----------------------------------------
                      Printed Name



                      My appointment expires:  11/15/04





<PAGE>


                 CENTRAL PARKING SYSTEM OF WASHINGTON, INC.


                      /s/ Henry J. Abbott
                      ------------------------------
                 By:  Henry J. Abbott, Secretary

                 Date: February 10, 2003
                      ------------------------------



STATE OF TENNESSEE                )
                                  ) ss.
COUNTY OF DAVIDSON                )


     On this day personally appeared before me A.W. Morrison, to me known
to be the Secretary of Central Parking System of Washington, DC, and
acknowledged that he/she was authorized to execute this instrument as the
free and voluntary act and deed of said corporation for the uses and
purposes therein mentioned.

     SUBSCRIBED AND SWORN TO before me this 10th day of February, 2003.


                      /s/ A.W. Morrison
NOTARY                ----------------------------------------
SEAL                  NOTARY


                      A.W. Morrison
                      ----------------------------------------
                      Printed Name



                      My appointment expires:  1/29/05





<PAGE>


                             ATTACHMENT A
                             ------------

                      LEGAL DESCRIPTION NOP SITE


PARCEL A
LOTS 1, 4, 5 AND 8 IN BLOCK 21 OF ADDITION TO THE TOWN OF SEATTLE, AS LAID
OUT ON THE CLAIMS OF C.D BOREN AND A A DENNY AND H L YESLER (COMMONLY KNOWN
AS C D BOREN'S ADDITION TO THE CITY OF SEATTLE), AS PER PLAT RECORDED IN
VOLUME 1 OF PLATS, PAGE 25, RECORDS OF KING COUNTY;

EXCEPT THE WESTERLY 9 FEET THEREOF CONDEMNED IN KING COUNTY SUPERIOR COURT
CAUSE NO. 54135 FOR THE WIDENING OF THIRD AVENUE, AS PROVIDED BY ORDINANCE
NO 14345 OF THE CITY OF SEATTLE,

SITUATE IN THE CITY OF SEATTLE, COUNTY OF KING, STATE OF WASHINGTON


PARCEL B
LOTS 2 AND 3 IN BLOCK 21 OF ADDITION TO THE TOWN OF SEATTLE, AS LAID OUT ON
THE CLAIMS OF C D BOREN AND A A. DENNY AND H L YESLER (COMMONLY KNOWN AS
C.D. BOREN'S ADDITION TO THE CITY OF SEATTLE), AS PER PLAT RECORDED IN
VOLUME 1 OF PLATS, PAGE 25, RECORDS OF KING COUNTY;

EXCEPT THE EASTERLY 9 FEET THEREOF CONDEMNED IN KING COUNTY SUPERIOR COURT
CAUSE NO. 50320 FOR THE WIDENING OF FOURTH AVENUE, AS PROVIDED BY ORDINANCE
NO 13074 OF THE CITY OF SEATTLE,

SITUATE IN THE CITY OF SEATTLE, COUNTY OF KING, STATE OF WASHINGTON


PARCEL C
TOGETHER WITH ALL AFTER-ACQUIRED RIGHTS AND TITLE IN AND TO ANY PORTION OF
THE FOLLOWING-DESCRIBED PROPERTY.

ALLEY IN BLOCK 21 OF ADDITION TO THE TOWN OF SEATTLE, AS LAID OUT ON THE
CLAIMS OF C D BOREN AND A.A DENNY AND H L YESLER (COMMONLY KNOWN AS C.D
BOREN'S ADDITION TO THE CITY OF SEATTLE), AS PER PLAT RECORDED IN VOLUME 1
OF PLATS, PAGE 25;

SITUATE IN THE CITY OF SEATTLE, COUNTY OF KING, STATE OF WASHINGTON

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