EXHIBIT 10.1


                      ASBURY AUTOMOTIVE GROUP L.L.C.

                                OPTION PLAN

     The purpose of the Asbury Automotive Group L.L.C. Option Plan (the
"Plan") is to provide designated officers and other key employees of Asbury
Automotive Group L.L.C., a Delaware limited liability company (the
"Company") and its subsidiaries with the opportunity to receive grants of
options to purchase equity interests in the Company. The Company believes
that the Plan will encourage the participants to contribute materially to
the growth of the Company, attract talented management personnel and align
the economic interests of the participants with those of the owners.
Capitalized terms used herein without definition shall have the meanings
assigned thereto in the Second Amended and Restated Limited Liability
Company Agreement of the Company, dated December 31, 1998, as amended from
time to time (the "LLC Agreement").

     1. Administration

     (a) Committee. The Plan shall be administered and interpreted by a
committee of (the "Board"); however, the Board itself may ratify or approve
any grants as the Board deems appropriate.

     (b) Committee Authority. The Committee shall have the sole authority
to (i) determine the individuals to whom grants shall be made under the
Plan, (ii) determine the type, size and terms of the grants to be made to
each such individual, (iii) determine the time when the grants will be made
and the duration of any applicable exercise or restriction period,
including the criteria for exercisability and the acceleration of
exercisability, (iv) amend the terms of any previously issued grant, (v)
determine the initial Membership Account of any Membership Interest (as
defined below) issued pursuant to an Option and (vi) deal with any other
matters arising under the Plan.

     (c) Committee Determination. The Committee shall have full power and
authority to administer and interpret the Plan, to make factual
determinations and to adopt or amend such rules, regulations, agreements
and instruments for implementing the Plan and for the conduct of its
business as it deems necessary or advisable, in its sole discretion. The
Committee's interpretations of the Plan and all determinations made by the
Committee pursuant to the powers vested in it hereunder shall be conclusive
and binding on all persons having any interest in the Plan or in any grants
awarded hereunder. All powers of the Committee shall be executed in its
sole discretion, in the best interest of the Company, not as a fiduciary,
and in keeping with the objectives of the Plan and need not be uniform as
to similarly situated individuals.


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     2. Grants

     Awards under the Plan shall consist of grants (each, a "Grant") of
nonqualified options (the" Options"), as described in Section 5. All Grants
shall be subject to the terms and conditions set forth herein and to such
other terms and conditions consistent with this Plan as the Committee deems
appropriate and as are specified in writing by the Committee to the
individual in a grant instrument or an amendment to the grant instrument
(the "Grant Instrument"). The Committee shall approve the form and
provisions of each Grant Instrument. Grants need not be uniform as among
the Grantees (as defined below).

     3. Membership Interests Subject to the Plan

     (a) Nature of Options Granted. Each Option granted under the Plan
shall provide the Grantee solely the right to acquire a limited liability
company interest in the Company (a "Membership Interest") in exchange for a
dollar amount (the "Exercise Price") specified in such Option.

     (b) Amendments and Adjustments. Notwithstanding anything herein to the
contrary, the Company or an Affiliate thereof or (ii) that the Company
desires to cause (x) a transfer of all or a substantial portion of (A) the
assets of the Company or (B) the equity interests in the Company to a stock
corporation or other business entity ("Newco"), (X) a merger or
consolidation of the Company into or with a Newco or (z) any restructuring
of all or substantially all of the assets or equity interests of the
Company into a Newco, in any case as part of a "roll-up" into a Newco of
all or at least a majority of the motor vehicle dealerships and related
businesses owned directly or indirectly by the Company and its Affiliates
(a "Roll-pp"), this Plan, all Grant Instruments, all Options and all
Membership Interests received upon exercise of an Option shall be amended
to provide for each Grantee or holder of such a Membership Interest
benefits comparable, in the sole discretion of the Committee, to the
benefits intended to be provided hereunder and each Grantee and holder of
such a Membership Interest shall take such steps to effect such transfer,
merger, consolidation or other restructuring as may be requested by the
Company, including, without limitation, consenting to the amendment of the
Plan, the relevant Grant Document and of the LLC Agreement, transferring or
tendering his or her Membership Interest to Newco in exchange or
consideration for shares of capital stock or other equity interests of
Newco, and re-transferring, tendering or exchanging such interests for
different interests.

     4. Eligibility for Participation

     (a) Eligible Persons. All officers and other key employees of the
Company and its Subsidiaries ("Employees") shall be eligible to participate
in the Plan.

     (b) Selection of Grantees. The Committee shall select the Employees
who receive Grants under this Plan (the "Grantees").


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     5. Granting of Options

     (a) Amount of Exercise Price. The Committee shall determine the
Exercise Price with respect to each Option at the time of grant which shall
not be less than the Fair Market Value (as defined below) of the Membership
Interest in respect of which the Option is granted. The Exercise Prices of
all Options issued under this Plan shall not, in the aggregate, exceed $2.0
million.

     (b) Type of Option.

     Grants shall be "nonqualified options" that are not intended to
satisfy the provisions of Section 422 of the Code and shall be made in
accordance with the terms and conditions set forth herein.

     (c) Option Term. The Committee shall determine the term of each
Option. The term of any Option shall not exceed ten years from the date of
Grant.

     (d) Exercisability of Options; Conditions. Options shall become
exercisable in the Committee and specified in the Grant Instrument. The
Committee may accelerate the ! exercisability of any or all outstanding
Options at any time for any reason. Unless the Committee provides otherwise
in the Grant Instrument, only Options that are vested may be exercised and
Options shall vest, subject to the continuous employment of the Grantee by
the Company, at the rate of 33 and 1/3% for each year the Grantee is
employed by, or rendering service to, the Company following the date of
Grant; provided that, no Option shall vest until the Grantee has been
employed by, or rendering service to, the Company for a period of one year
following the date of Grant. Notwithstanding any other provision herein,
the Board may accelerate the vesting or exercisability of any Option or all
Options, at any time and from time to time. On or before the date upon
which any Grantee will exercise any exercisable Option, such Grantee shall,
at the request of the Committee, execute the LLC Agreement, as amended to
reflect, inter alia, the qualifications set forth in Section 6 hereof, with
respect to the Membership Interest to be acquired by such Grantee upon
exercise of such Option.

     (e) Termination of Employment, Disability or Death.

     (i) Except as provided below, an Option may only be exercised while
the Grantee is employed by, or providing service to, the Company as an
Employee, consultant or member of the Board. In the event that a Grantee
ceases to be employed by, or provide service to, the Company for any reason
other than resignation (except resignation in connection with retirement)
or termination for Cause (as defined below), any Option which is otherwise
vested and exercisable by the Grantee shall terminate unless exercised
within 90 days after the date on which the Grantee ceases to be employed
by, or provide service to, the Company (or within such other period of time
as may be specified by the Committee), but in any event no later than the
date of expiration of the Option term. Except as otherwise provided by the
Committee, any of the


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Grantee's Options that are not otherwise vested and exercisable as of
the date on which the Grantee ceases to be employed by, or provide service
to, the Company shall terminate as of such date.

     (ii) In the event that the Grantee ceases to be employed by, or
provide service to, the Company on account of a resignation (except
resignation in connection with retirement) or a termination for Cause by
the Company, any Option held by the Grantee (whether or not then vested and
exercisable) shall terminate and be canceled as of the date the Grantee
ceases to be employed by, or provide service to, the Company. Except as
otherwise provided by the Committee, any of the Grantee's Options that are
not otherwise vested and exercisable as of the date on which the Grantee
ceases to be employed by, or provide service to, the Company shall
terminate as of such date.

     (iii) For purposes of this Section 5(e) and Section 7:

     (A) The term "Company" shall mean the Company and its Affiliates.

     (B) "Employed by, or provide service to, the Company" shall mean
   employment or service considered to have terminated employment or
   service until the Grantee ceases to be an employee or consultant),
   unless the Committee determines otherwise.

     (C) "Cause" shall mean, except to the extent specified otherwise by
   the Committee, a finding by the Committee that the Grantee (i) has
   breached his or her employment or service contract with the Company,
   (ii) has engaged in disloyalty to the Company, including, without
   limitation, fraud, embezzlement, theft, commission of a felony or proven
   dishonesty in the course of his or her employment or service, (iii) has
   disclosed trade secrets or confidential information of the Company to
   persons not entitled to receive such information or (iv) has engaged in
   such other behavior detrimental to the interests of the Company as the
   Committee determines.

     (f) Exercise of Options. A Grantee may exercise an Option that has
become vested and exercisable, in whole or in part, by delivering a notice
of exercise to the Company with payment of the Exercise Price (plus the
amount of any withholding tax due at the time of exercise after the
application of Section 7 hereof) and (i) executing the LLC Agreement, as
amended to reflect, inter alia, the qualifications set forth in Section 6
hereof, thereby becoming a Member of the Company or (ii) taking such other
action as the Committee may approve. Upon exercise of an Option, such
Grantee shall have a Membership Account (and other economic rights) equal
to the Membership Account (and other economic rights) such Grantee would
have had if, on the date such Option was granted, the Grantee had made a
Capital Contribution to the Company in an amount equal to the Exercise
Price paid upon the exercise of such Option.


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     6. Rights and Obligations of Grantees Who Acquire Membership Interests

     (a) In General. Subject to the other provisions of this Section 6, a
Grantee who acquires a Membership Interest upon the exercise of any Option
shall have the same rights and obligations under the LLC Agreement as
Gibson FP, provided that (i) such Grantee shall not have the rights and
obligations of Gibson FP relating to the Gibson FP Carried Interest Amount
and (ii) the consent of such Grantee to any amendment, supplement, waiver
or consent of or with regard to the LLC Agreement shall not be required so
long as such amendment, supplement, waiver or consent does not affect such
Grantee, in the sole discretion of the Committee, in any way differently
than it affects Gibson FP.

     (b) Company's Right to Repurchase Membership Interests. In the event
that a Grantee terminates employment from, or ceases to render services to,
the Company, the Company shall have the right to purchase all Membership
Interests then owned by such Grantee, or such Grantee's successor, that
were acquired upon the exercise of an Option (which right or obligation may
be assigned to the members of the Company on a pro-rata basis among the
purchasing members, if any), at any time after such termination, but not
prior to the six-month anniversary of the date of such exercise, at a price
equal to the Fair Market Value of the defined in a Grant Instrument, as of
any date, the fair market value on such date of a Membership Interest as
determined in good faith by the Committee.

     (c) If any transfer of all or any portion of an Option or Membership
Interest acquired upon the exercise of an Option, or of any beneficial
interest therein, upon default, foreclosure, forfeit, bankruptcy (voluntary
or involuntary), court order, levy of attachment, execution or otherwise
than voluntarily (an "Involuntary Transfer") or a transfer in violation of
this Plan, the applicable Grant Instrument or the LLC Agreement has
occurred and not been cured within 30 days after written notice has been
given to the person transferring such Option or Membership Interest (the
"Transferor") or to the person to whom or to which such Option or
Membership Interest is transferred (the "Transferee"), the Company shall
have the right, in the case of an Option, to terminate such Option without
consideration, or, in the case of a Membership Interest, to purchase all of
such Membership Interest at a purchase price equal to the Fair Market Value
thereof as of the date of such event. The closing date of any purchase
described in this Section 6(c) shall be on the 30th day after a
determination of the Fair Market Value of the Membership Interest to be
purchased is made.

     7. Withholding of Taxes. Each Grant (and each issuance of a Membership
Interest pursuant to the exercise of any Option) shall be subject to
applicable federal (including FICA), state and local tax withholding
requirements. The Company shall have the right to deduct from other wages
paid to the Grantee any federal, state or local taxes required by law to be
withheld with respect to such Grants, or the exercise thereof, or require
that the Grantee or other person receiving or exercising Grants pay to the
Company the amount of any federal, state or local taxes that the Company is
required to withhold with respect to such Grants or exercise and the
Company may defer issuance of the Membership Interest until such
requirements are satisfied.


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     8. Nontransferability of Grants

     Except as provided below, only the Grantee may exercise rights under a
Grant during the Grantee's lifetime. A Grantee may not transfer those
rights except by will or by the laws of descent and distribution. When a
Grantee dies, the personal representative or other person entitled to
succeed to the rights of the Grantee ("Successor Grantee") may exercise
such rights. A Successor Grantee must furnish proof satisfactory to the
Company of his or her right to receive the Grant under the Grantee's will
or under the applicable laws of descent and distribution.

     9. Requirements for Issuance of Membership Interest

     No Membership Interest shall be issued in connection with any Grant
hereunder unless and until (i) if the Company so requests, the Grantee
executes the LLC Agreement, as amended to reflect, inter alia, the
qualifications set forth in Section 6 hereof, thereby becomes a Member of
the Company and (ii) all legal requirements applicable to the issuance of
such Membership Interest have been complied with to the satisfaction of the
Committee. The Committee shall have the right to condition any Grant made
to any Grantee hereunder on such Grantee's undertaking in writing to comply
with such restrictions on his or her subsequent disposition of
certificates, if any, representing such Membership Interest may be legended
to reflect any such restrictions.

     10. Change of Control of the Company

     As used herein, a "Change of Control" shall be deemed to have occurred
if Ripplewood Holdings L.L.C., or its affiliates, cease to control the
Company or its business.

     (a) Notice and Acceleration. Upon a Change of Control, (i) the Company
shall provide each Grantee with outstanding Grants written notice of such
Change of Control and (ii) all outstanding Options shall automatically
accelerate and become fully exercisable unless otherwise determined by the
Committee.

     (b) Assumption of Grants. Upon a Change of Control where the Company
is not the surviving entity (or survives only as a subsidiary of another
entity), unless the Committee determines otherwise, all outstanding Options
that are not exercised shall be assumed by, or replaced with comparable
options or rights by, the surviving entity, and other outstanding Grants
shall be converted to similar grants of the surviving entity.

     11. Amendment and Termination of the Plan

     (a) Amendment. The Board may amend or terminate the Plan at any time.


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     (b) Termination of Plan. The Plan shall terminate on the day
immediately preceding the tenth anniversary of its effective date, unless
the Plan is terminated earlier by the Board or is extended by the Board.

     (c) Termination and Amendment of Outstanding Grants. A termination or
amendment of the Plan that occurs after a Grant is made shall not
materially impair the rights of a Grantee unless the Grantee consents. The
termination of the Plan shall not impair the power and authority of the
Committee with respect to an outstanding Grant. Whether or not the Plan has
terminated, an outstanding Grant may be terminated or amended (i) by the
Company as provided hereunder or (ii) by agreement of the Company and the
Grantee consistent with the Plan.

     (d) Governing Document. This Plan shall be the controlling document.
No other statements, representations, explanatory materials or examples,
oral or written, may amend this Plan in any manner, except for termination
or amendment pursuant to Section 11 (c) hereof. This Plan shall be binding
upon and enforceable against the Company and its successors and assigns.

     12. Funding of the Plan

     This Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Grants under this Plan. In no event
shall interest be paid or accrued on any Grant, including unpaid
installments of Grants.

     13. Rights of Participants

     Nothing in this Plan shall entitle any Employee or other person to any
claim or right to be granted a Grant under this Plan. Neither this Plan nor
any action taken hereunder shall be construed as giving any individual any
rights to be retained by or in the employ of the Company or any other
employment rights.

     14. Headings

     Section headings are for reference only. In the event of a conflict
between a heading and the content of a Section, the content of the Section
shall control.

     15. Effective Date of the Plan.

     Subject to approval by the Company's members, the Plan shall be
effective as of January 1, 1999.


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     16. Miscellaneous

     (a) Compliance with Law. The Plan, the exercise of Options and the
obligations of the Company to issue Membership Interests under Grants shall
be subject to all applicable laws and to approvals by any governmental or
regulatory agency as may be required, including national or foreign
securities exchanges. The Committee may revoke any Grant if it is contrary
to law, including the federal securities laws and any applicable state or
foreign securities laws or modify a Grant to bring it into compliance with
any valid and mandatory government regulation. The Committee may also adopt
rules regarding the withholding of taxes on payments to Grantees. The
Committee may, in its sole discretion, agree to limit its authority under
this Section.

     (b) GOVERNING LAW. THE VALIDITY, CONSTRUCTION, INTERPRETATION AND
EFFECT OF THE PLAN AND GRANT INSTRUMENTS ISSUED UNDER THE PLAN SHALL BE
GOVERNED AND CONSTRUED BY AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS
THEREOF.

     (c) Indemnification. Each person who is or shall have been a member of
the Board or the Committee shall be indemnified and held harmless by the
Company to the fullest extent permitted by law against and from any loss,
cost, liability or expense (including any related attorney's fees and advances
thereof) in connection with, based upon or arising or resulting from any
claim, action, suit or proceeding to which such person may be made a party or
in which such person may be involved by reason of any action taken or failure
to act under or in connection with the Plan or any Grant Instrument and from
and against any and all amounts paid by such person in settlement thereof,
with the Company's approval, or paid by such person in satisfaction of any
judgment in any such action, suit or proceeding against such person, provided
that he or she shall give the Company an opportunity, at its own expense, to
handle and defend the same before he or she undertakes to handle and defend it
on his or her own behalf. The foregoing right of indemnification shall not be
exclusive and shall be independent of any other rights of indemnification to
which such persons may be entitled under the LLC Agreement, by contract, as a
matter of law or otherwise.

     (d) No Limitation on Compensation . Nothing in the Plan shall be
construed to limit the right of the Company to establish other plans or to
pay compensation to its employees in cash or property, in a manner which is
not expressly authorized under the Plan.

     (e) No Impact on Benefits. Options granted under the Plan are not
compensation for purposes of calculating an employee's rights under any
employee benefit plan, except to the extent provided in any such plan.


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     (f) Freedom of Action. Subject to Section 11, nothing in the Plan or
any Grant Instrument shall be construed as limiting or preventing the
Company or any of its Affiliates from taking any action with respect to the
operation or conduct of its or their business that it deems appropriate or
in its best interest.

     (g) No Right to Particular Assets. Nothing contained in this Plan and
no action taken pursuant to this Plan shall create or be construed to
create a trust of any kind or any fiduciary relationship between the
Company and its Affiliates, on the one hand, and any Grantee or executor,
administrator or other personal representative or designated beneficiary of
such Grantee, on the other hand, or any other persons. Any reserves that
may be established by the Company or its Affiliates in connection with this
Plan shall continue to be held as part of the general funds of the Company
or such Affiliate, and no individual or entity other than the Company or
such Affiliate shall have any interest in such funds until paid to a
Grantee. To the extent that any Grantee or such Grantee's executor,
administrator or other personal representative, as the case may be,
acquires a right to receive any payment from the Company or any of its
Affiliates pursuant to this Plan, such right shall be no greater than the
right of an unsecured general creditor of the Company or such Affiliate.

     (h) Notices. Each Grantee shall be responsible for furnishing the
Committee with his or her current and proper address for the mailing of
notices and delivery of agreements. Any notices required or permitted to be
given shall be deemed given if directed to the person to whom addressed at
such address and mailed by regular United States mail, first-class and
prepaid. If any item mailed to such address is returned as undeliverable to
the addressee, mailing will be suspended until the Grantee furnishes the
proper address.

     (i) Severability of Provisions . If any provision of this Plan shall
be held invalid or unenforceable, such invalidity or unenforceability shall
not affect any other provisions hereof, and this Plan shall be construed
and enforced as if such provision had not been included.

     (j) Incapacity . Any benefit payable to or for the benefit of a minor,
an incompetent person or other person incapable of receiving such benefit
shall be deemed paid when paid to such person's guardian or to the party
providing or reasonably appearing to provide for the care of such person,
and such payment shall fully discharge the Board, the Committee, the
Company, its Affiliates and other parties with respect thereto.


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