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                                                                  Exhibit 10.25

                       [LETTERHEAD FOR ASBURY AUTOGROUP]

                             SEVERANCE PAY AGREEMENT
                                FOR KEY EMPLOYEE

This agreement is entered into as of October 1, 2001 between Asbury Automotive
Group L.L.C. ("Asbury") and Robert D. Frank ("Executive"), a key employee of
Asbury, in order to provide for an agreed-upon compensation in the event that
the Executive's employment is terminated as defined in this agreement.

1.   SEVERANCE PAY ARRANGEMENT

     If a Termination (as defined below) of Executive's employment occurs at any
     time during Executive's employment, Asbury will pay Executive 12 months of
     Executive's base salary as of the date of Termination as Severance Pay.
     Payment (subject to required withholding) will be made by Asbury to
     Executive monthly on the regular payroll dates of Asbury starting with the
     date of Termination.

     If Executive participates in a bonus compensation plan at the date of
     Termination. Severance Pay will also include a portion of the target bonus
     for the year of Termination in an amount equal to the target bonus
     multiplied by the percentage of such year that has expired through the date
     of Termination.

     In addition, Executive shall be entitled for 12 months following the date
     of Termination to continue to participate at the same level of coverage and
     Executive contribution in any health, dental, disability and life insurance
     plans, as may be amended froth time to time, in which Executive was
     participating immediately prior to the date of Termination. Such
     participation will terminate 30 days after Executive has obtained other
     employment under which Executive is covered by equal benefits. The
     Executive agrees to notify Asbury promptly upon obtaining such other
     employment.

2.   DEFINITION OF TERMINATION TRIGGERING SEVERANCE PAY

     A "Termination" triggering the Severance Pay set forth above in Section 1
     is defined as (1) termination of Executive's employment by Asbury for any
     reason, except death, disability, retirement, voluntary resignation or
     "cause", or (2) termination by Executive because of mandatory relocation of
     Executive's current principal place of business to a location more than 50
     miles away, or (3) Asbury's reduction of Executive's base salary, or
     (4) any material diminution of Executive's duties or job title, except in a
     termination for "cause", death, disability, retirement or voluntary
     resignation. The definition of "cause" is: (1) Executive's gross negligence
     or gross misconduct in carrying out Executive's duties resulting in either
     case in material harm to Asbury; or (2) Executive being convicted of a
     felony; or (3) Executive's breach of Sections 3, 4 or 5 below.


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3.   CONFIDENTIAL INFORMATION NONDISCLOSURE PROVISION

     During and after employment with Asbury, Executive agrees not to disclose
     to any person (other to an employee or director of Asbury or any affiliate
     and except as may be required by law) and not to use to compete with
     Asbury or any affiliate any confidential or proprietary information,
     knowledge or data that is not in the public domain that was obtained by
     Executive while employed by Asbury with respect to Asbury or any affiliate
     or with respect to any products, improvements, customers, methods of
     distribution, sales, prices, profits, costs, contracts, suppliers, business
     prospects, business methods, techniques, research, trade secrets or
     know-how of Asbury or any affiliate (collectively, "Confidential
     Information"). In the event that Executive's employment ends for any
     reason, Executive will deliver to Asbury all documents and data of any
     nature pertaining to Executive's work with Asbury and will not take any
     documents or data or any reproduction, or any documents containing or
     pertaining to any Confidential Information. Executive agrees that in the
     event of a breach by Executive of this provision, Asbury shall be entitled
     to inform all potential or new employers of this provision and obtain
     injunctive relief and damages which may include recovery of amounts paid to
     Executive under this agreement.

4.   NON-SOLICITATION OF EMPLOYEES

     Executive agrees that for a period of one year from Executive's last day of
     employment with Asbury, Executive shall not directly or indirectly solicit
     for employment or employ any person who, at any time during the preceding
     12 months, is or was employed by Asbury or any affiliate or induce or
     attempt to persuade any employee of Asbury or any affiliate to terminate
     their employment relationship. Executive agrees that in the event of a
     breach by Executive of this provision, Asbury shall be entitled to inform
     all potential or new employers of this provision and obtain injunctive
     relief and damages which may include recovery of amounts paid to Executive
     under this agreement.

5.   COVENANT NOT TO COMPETE

     While Executive is employed by Asbury, Executive shall not directly or
     indirectly engage in, participate in, represent or be connected with in any
     way, as an officer, director, partner, owner, employee, agent, independent
     contractor, consultant, proprietor or stockholder (except for the ownership
     of a less than 5% stock interest in a publicly-traded corporation) or
     otherwise, any business or activity which competes with the business of
     Asbury or any affiliate unless expressly consented to in writing by the
     Chief Executive Officer of Asbury (collectively, "Covenant Not To
     Compete").


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     In the event that Executive's employment ends for any reason, the
     provisions of the Covenant Not To Compete shall remain in effect for one
     year following the date of Termination except that the prohibition above on
     "any business or activity which competes with the business of Asbury or any
     affiliate" shall be limited to Autonation, Sonic, Lithia, United Auto Group
     and other competitive groups of similar size. Executive shall disclose in
     writing to Asbury the name, address and type of business conducted by any
     proposed new employer of Executive if requested in writing by Asbury.
     Executive agrees that in the event of a breach by Executive of this
     Covenant Not To Compete, Asbury shall be entitled to inform all potential
     or new employers of this Covenant and to obtain injunctive relief and
     damages which may include recovery of amounts paid to Executive under this
     agreement.

                               GENERAL PROVISIONS

     A.   EMPLOYMENT IS AT WILL

          The Executive and Asbury acknowledge and agree that Executive is an
          "at will" employee, which means that either the Executive or Asbury
          may terminate the employment relationship at any time, for any reason,
          with or without cause or notice, and that nothing in this agreement
          shall be construed as an express or implied contract of employment.

     B.   EXECUTION OF RELEASE

          As a condition to the receipt of the Severance Pay payments and
          benefits described in section 1 above, Executive agrees to execute a
          release of all claims arising out of the Executive's employment or its
          termination including but not limited to any claim of discrimination,
          harassment or wrongful discharge under local, state or federal law.

     C.   OTHER PROVISIONS

          This agreement shall be binding upon the heirs, executors,
          administrators, successors and assigns of Executive and Asbury,
          including any successor to Asbury.

          The headings and captions are provided for reference and convenience
          only and shall not be considered part of this agreement.

          If any provision of this agreement shall be held invalid or
          unenforceable, such holding shall not affect any other provisions, and
          this agreement shall be construed and enforced as if such provisions
          had not been included.


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          This agreement supersedes any and all agreements between Asbury and
          Executive relating to payments upon termination of employment or
          severance pay and may only be modified in writing signed by Asbury and
          Executive.

          This agreement shall be governed by and construed in accordance with
          the laws of the State of Connecticut.

          AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE:


          BY EXECUTIVE                       BY ASBURY AUTOMOTIVE
                                             GROUP L.L.C.


          /s/ Robert D. Frank                 /s/ Phillip R. Johnson
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          PRINT NAME:                        PRINT NAME AND TITLE:

              Robert D. Frank                    Phillip R. Johnson
          --------------------------         ---------------------------
                                                 Vice President --
                                                   Human Resources