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                                                                  EXHIBIT 10.20

                     EMPLOYMENT AGREEMENT OF DAVID MCDAVID, SR.

                               EMPLOYMENT AGREEMENT

           EMPLOYMENT AGREEMENT, dated as of May 1, 1998 (this "Agreement"),
between ASBURY TEXAS MANAGEMENT L.L.C., a Delaware limited liability company
(the "Company"), and Ben David McDavid, Sr. ("Employee").


                              W I T N E S S E T H :


           WHEREAS, the Company owns and operates certain retail motor vehicle
dealerships located in the State of Texas (the "BUSINESS");

           WHEREAS, the Company desires to enter into this Agreement with
Employee; and

           WHEREAS, Employee desires to have the Company agree to employment
and agrees to be bound by the covenants contained herein;

           NOW, THEREFORE, in consideration of the premises and mutual
covenants and agreements contained herein and for other good and valuable
consideration, the Company and Employee hereby agree as follows:

           1.   AGREEMENT TO EMPLOY. Upon the terms and subject to the
conditions of this Agreement, the Company hereby employs Employee as its
President and Chief Executive Officer and Employee hereby accepts employment
in such capacity by the Company.

           2.   TERMS; POSITION AND RESPONSIBILITIES.

           (a)  TERM OF EMPLOYMENT. The employment of Employee pursuant
hereto shall commence on the date of this Agreement (the "EFFECTIVE DATE"),
and shall remain in effect

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for an initial term expiring on the fifth anniversary of the Effective Date
(the "TERM") unless sooner terminated pursuant to the provisions of Section 6
hereof.

           (b)  POSITION AND RESPONSIBILITIES. During the Term, Employee
shall be responsible for the operation and management of the Company. Without
limiting the generality of the foregoing, pursuant to the Limited Liability
Company Agreement of the Company, dated as of November 21, 1997, as amended
from time to time (the "OPERATING AGREEMENT"), Employee shall have the power
and authority to take (or authorize other officers, employees or agents of
the Company to take) all actions on behalf of the Company (without the need
for the consent or approval of any member of the Company or any other person)
that are within the ordinary course of business of the Company, unless the
Board of Directors of the Company (the "BOARD") shall have previously
restricted (specifically or generally) such power and authority. In addition,
but without limiting the generality of the foregoing, Employee shall perform
such duties and exercise such powers as are incident to the office of the
President and Chief Executive Officer of a corporation organized under the
Delaware General Corporation law. Employee shall report to the Board.
Employee shall devote such time, consistent with his past practice, as is
reasonably necessary to run the Company. Employer expressly acknowledges that
Employee has other businesses, investments and interests which are not
subject to this Agreement and that Employee will engage in other businesses
during the Term.

           3.   COMPENSATION. As full compensation for all services to be
rendered by Employee in the capacities referred to in the Agreement, the
Company shall pay to the Employee during the Term the salary and bonuses
provided in this Section 3.

           (a)  BASE SALARY. Employee shall receive an annual base salary of
$500,000, payable in arrears in equal monthly installments.

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           (b)  INCENTIVE COMPENSATION. Employee shall be entitled to
participate in the annual incentive compensation program established by the
Company.

           4.   BENEFITS. During the Term:

           (a)  GENERAL. The Company will provide life insurance, medical
insurance, disability insurance and other benefits comparable to those
provided to the Company's other senior executive officers;

           (b)  VACATION. Employee shall be entitled to vacation consistent
with his responsibility for the operation and management of the Company;

           (c)  CERTAIN CLUB DUES. The Company shall reimburse Employee for
annual dues, not to exceed $4,560, for membership in one country club selected
by Employee; and

           (d)  AUTOMOBILE. The Employee (and his family) shall be entitled
to the use of two demonstrator automobiles selected from the inventory of the
Business.

           5.   EXPENSES. The Company shall reimburse Employee for reasonable
travel, lodging, meal and out-of-pocket expenses incurred by him in
connection with his performance of services hereunder upon submission of
evidence, satisfactory to the Board, of the incurrence and purpose of each
such expense.

           6.   TERMINATION OF EMPLOYMENT.

           (a)  TERMINATION DUE TO DEATH OR DISABILITY. Employee's employment
shall automatically terminate upon his death or Disability. For purposes of
this Agreement, "Disability" shall mean a physical or mental disability or
infirmity that prevents the performance by Employee of his duties hereunder
lasting (or likely to last, based on competent medical evidence presented to
the Board) for a continuous period of nine months or longer. The reasoned and

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good faith judgment of the Board as to Disability shall be final and shall be
based on written advice of an independent physician jointly selected by the
Board and Employee.

           (b)  TERMINATION BY THE BOARD FOR CAUSE. Employee's employment
with the Company may be terminated for "Cause" by the Board. "Cause" shall
mean (I) the willful failure by Employee to substantially perform his
material duties and continuance of such failure for more than 20 days after
the Company notifies Employee in writing that he is failing to substantially
perform his duties, (II) Employee's engaging in gross misconduct that is
materially injurious to the Company, criminal conduct, fraud, dishonesty or
tortious misconduct, in any such case, in connection with the performance of
Employee's duties, (III) Employee's conviction of, or entering a plea of
NOLO CONTENDERE to, any crime that constitutes a felony or involves moral
turpitude, (IV) the material breach by Employee of any written covenant or
agreement with the Company or any of its affiliates not to disclose any
information pertaining to the Company or any of its affiliates, including
without limitation the covenant set forth in Section 8 hereof or (V) the
breach by Employee of any written covenant or agreement with the Company or
any of its affiliates not to compete or interfere with the Company or any of
its affiliates, including without limitation the covenants set forth in
Sections 7 and 9 hereof.

           (c)  TERMINATION WITHOUT CAUSE. Employee's employment with the
Company may be terminated "WITHOUT CAUSE" by the Board. A termination
"Without Cause" shall mean a termination of employment by the Board other
than due to death or Disability as described in Section 6(a) or Cause as
defined in Section 6(b).

           (d)  TERMINATION BY EMPLOYEE. Employee may terminate his
employment for "Good Reason". "GOOD REASON" shall mean a termination of
employment by Employee within 30 days following (i) any material diminution
by the Board in Employee's duties or job title, except in connection with

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termination of Employee's employment for Cause as provided in Section 6(b) or
death or Disability as provided in Section 6(a), (II) any requirement by the
Board that Employee be based outside the Dallas/Fort Worth metropolitan area
or (III) the failure of the Company timely to pay Employee's salary, bonus or
benefits, PROVIDED that (X) Employee shall have given the Company written
notice of the circumstances constituting Good Reason and the Company shall
have failed to cure such circumstances within 20 days, (Y) Employee shall not
have caused the occurrence constituting Good Reason through the exercise of
his authority as an officer of the Company and (Z) nothing in this paragraph
shall limit the right of Employee to recover damages or otherwise to enforce
his rights under this Agreement.

           (e)  NOTICE AND EFFECT OF TERMINATION. Any termination of
Employee's employment by the Board pursuant to Section 6(a) (in the case of
Disability), 6(b) or 6(c), or by Employee pursuant to Section 6(d), shall be
communicated by a written "Notice of Termination" addressed to Employee. A
"NOTICE OF TERMINATION" shall mean a notice stating that Employee's
employment hereunder has been or will be terminated, indicating the specific
termination provisions in this Agreement relied upon and setting forth in
reasonable detail the facts and circumstances claimed to provide a basis for
such termination of employment.

           (f)  PAYMENTS UPON CERTAIN TERMINATION.

           (i)  TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. (A)  In the
     event of a termination of Employee's employment with the Company by the
     Board Without Cause or a termination by Employee of his employment with
     the Company for Good Reason, in either case, prior to the last day of
     the Term, the Company shall pay to Employee his base salary at the
     annual base rate in effect immediately prior to the Date of Termination
     (as defined in Section 6(g) below) for the period from the Date of
     Termination through the last day of the Term, PLUS any performance-based
     cash bonus for the portion

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     of the calendar year preceding Employee's Date of Termination as the
     Board in its sole discretion determines to have been earned by Employee,
     PROVIDED that the Company may, at any time, pay to Employee in a single
     lump sum an amount equal to the Board's good faith determination of the
     present values of the installments of the base salary remaining to be
     paid to Employee, as of the date of such lump sum payment, calculated
     using a discount rate equal to the then prevailing interest rate payable
     on senior indebtedness of an issuer rated "B" by Moody's Investors
     Service or Standard & Poor's (or the then-equivalent rating) having a
     term as close as practicable to the period from the date of termination
     of employment through the last day of the term.

           (B)  In addition, for so long as Employee is receiving (or, but for
     the lump sum payment referred to in the proviso to section 6(f)(i)(A),
     would receive) his base salary pursuant to the preceding sentence, Employee
     will continue to receive the benefits to which he was entitled pursuant
     to Section 4(a) as of the Date of Termination, and Employee will be
     entitled to any vested benefits under any employee benefit plans and,
     subject to the terms of the applicable stock option plan and stock
     option agreement, to exercise then exercisable and vested stock options.
     If for any reason at any time the Company is unable to treat Employee as
     being or having been an employee of the Company under any benefits plan
     in which he is entitled to participate and as a result thereof Employee
     receives reduced benefits under such plan during the period that
     Employee is continuing to receive his full base salary, the Company
     shall provide Employee with such benefits by direct payment or at the
     Company's option by making available equivalent benefits from other
     sources. During the period that Employee continues to receive his full
     base salary pursuant to Section 6(f)(i)(A), Employee shall not be
     entitled to receive incentive compensation and shall not be entitled

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     to participate in any of the Company's employee benefit plans that are
     introduced after the Date of Termination, except that an appropriate
     adjustment shall be made if such new employee benefit plan is a
     replacement for or amendment to an employee benefit plan in effect as of
     the Date of Termination.

           (ii)  TERMINATION UPON DEATH OR DISABILITY. If Employee's employment
     shall terminate upon his death or Disability, the Company shall pay
     Employee his full base salary through the Date of Termination at the
     annual base rate in effect immediately prior to the Date of Termination,
     PLUS any performance-based cash bonus for the portion of the calendar
     year preceding Employee's Date of Termination as the Board in its
     discretion determines to have been earned by Employee, PROVIDED that in
     the case of Employee's Disability, the provisions of Section 6(f)(i)(B)
     shall apply to Employee as if Section 6(f)(i)(A) were otherwise
     applicable.

           (iii) TERMINATION FOR CAUSE OR VOLUNTARY TERMINATION BY EMPLOYEE. If
     the Board shall terminate Employee's employment for Cause or if Employee
     shall voluntarily terminate his employment with the Company for other
     than Good Reason, he shall be paid his full base salary through the Date
     of Termination at the annual base rate in effect immediately prior to
     the Date of Termination, PROVIDED that Employee shall not be paid any
     performance-based cash bonus for the portion of the calendar year
     preceding Employee's Date of Termination.

           (g)  DATE OF TERMINATION. As used in this Agreement, the term
"DATE OF TERMINATION" shall mean (I) if Employee's employment is terminated
by his death, the date of his death, (II) if Employee's employment is
terminated by the Board for Cause, the date on which Notice of Termination is
given as contemplated by Section 6(e), and (III) if Employee's employment is
terminated by the Board Without

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Cause, due to Employee's Disability or by Employee for Good Reason, 30 days
after the date on which Notice of Termination is given as contemplated by
Section 6(e) or, if no such Notice is given, 30 days after the date of
termination of employment.

         (h) LIMITATION. Anything in this Agreement to the contrary
notwithstanding, Employee's entitlement to or payments under Section 6(f) or
under any other plan or agreement shall be limited to the extent necessary so
that no payment to be made to Employee on account of termination of his
employment with the Company will be subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"),
as then in effect, but only if, by reason of such limitation, Employee's net
after tax benefit shall exceed the net after tax benefit if such reduction
were not made. "Net after tax benefit" shall mean (I) the sum of all payments
and benefits that Employee is then entitled to receive under Section 6(f)
hereof or under any other plan or agreement that would constitute a
"parachute payment" within the meaning of Section 280G of the Code, less (II)
the amount of federal income tax payable with respect to the payments and
benefits described in clause (i) above calculated at the maximum marginal
income tax rate for each year in which such payments and benefits shall be
paid to Employee (based upon the rate in effect for such year as set forth in
the Code at the time of the first payment of the foregoing), less (III) the
amount of excise tax imposed with respect to the payments and benefits
described in clause (i) above by Section 4999 of the Code. Any limitation
under this Section 6(h) of Employee's entitlement to payments shall be made
in the manner and in the order directed by Employee. Upon Employee's request
and if the Company qualifies under Section 280G of the Code, the Company will
use its best efforts to obtain the vote of more than 75% of all of the voting
interests of the Company held by persons other than Employee to approve
Employee's entitlement or payments under Section 6(f) or under any other plan
or agreement and to waive the restrictions of this Section 6(h).

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           7. COVENANT NOT TO COMPETE. (a) So long as Employee's employment
hereunder shall continue, or as otherwise expressly consented to, approved or
otherwise permitted by the Company in writing, and to the fullest extent
permitted under applicable law, Employee shall not, directly or indirectly
engage in, participate in, represent in any way or be connected with, 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 within the State of Texas or any state in which the
Company or its affiliates are engaged in the retail motor vehicle dealership
business (or a related business), competing with the Business or with the
businesses of such affiliate; or

           (b) If the employment of Employee hereunder is terminated, the
following provisions shall apply:

              (i) The provisions of Section 7(a) shall continue in effect
         during the Term and for a period of two (2) years following the
         expiration of the Term regardless of the Date of Termination; and

              (ii) During the remainder of the Term and the two (2) year
         period described under Section 7(b)(i), Employee shall disclose in
         writing to the Company the name, address and type of business
         conducted by any proposed new employer of Employee if requested in
         writing by the Company.

           8. UNAUTHORIZED DISCLOSURE. (a) During and after the Term, without
the written consent of the Board or a person authorized thereby, (I) Employee
shall not disclose to any person (other than an employee or director of the
Company or its affiliates, or a person to whom disclosure is reasonably
necessary, appropriate or customary in connection with the performance by
Employee of his duties under this Agreement) or use to compete with the
Company or any of its affiliates any confidential or proprietary information,


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knowledge or data that is not theretofore publicly known and in the public
domain obtained by him while in the employ of the Company with respect to the
Company or any of its affiliates or with respect to any products, improvements,
customers, methods of distribution, sales, prices, profits, costs, contracts
(including, without limitation the terms and provisions of this Agreement),
suppliers, business prospects, business methods, techniques, research, trade
secrets or know-how of the Company or any of its affiliates (collectively,
"PROPRIETARY INFORMATION"), and (II) Employee shall use best efforts to keep
confidential any such Proprietary Information and to refrain from making any
such disclosure, in each case except as may be required by law or as may be
required in connection with any judicial or administrative proceedings or
inquiry.

            (b) The covenant contained in this Section 8 shall survive the
termination of Employee's employment pursuant to this Agreement and shall be
binding upon Empoyee's heirs, successors and legal representatives.

            9. NON-SOLICITATION OF EMPLOYEES. During the Term and thereafter
until two years after the Date of Termination (the "NON-SOLICITATION RESTRICTION
PERIOD"), Employee shall not, directly or indirectly, for his own account or the
account of any other person or entity with which he shall become associated in
any capacity or in which he shall have any ownership interest, (A) solicit for
employment or employ any person who, at any time during the preceding 12 months,
is or was employed by or otherwise engaged (in a manner that would be interfered
with by such solicitation or employment) to perform services for the Company or
any of its affiliates, regardless of whether such employment or engagement is
direct or through an entity with which such person is employed or associated, or
otherwise intentionally interfere with the relationship of the Company or any of
its affiliates with any person or entity who or which is at the time employed by
or otherwise engaged to perform services for the Company or any such affiliate
or (B) induce any employee of the Company or any of its


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affiliates to engage in any activity which Employee is prohibited from
engaging in under Sections 7, 8, 9 and 10 hereof or to terminate his or her
employment with the Company or such affiliate.

            10. RETURN OF DOCUMENTS. In the event of the termination of
Employee's employment for any reason, Employee will deliver to the Company all
documents and data of any nature pertaining to his work with the Company and its
affiliates, and he will not take with him any documents or data of any
description or any reproduction thereof, or any documents containing or
pertaining to any Proprietary Information.

            11. INJUNCTIVE RELIEF WITH RESPECT TO COVENANTS. Employee
acknowledges and agrees that the covenants and obligations of Employee with
respect to non-competition, non-disclosure, non-solicitation, confidentiality
and the property of the Company and its affiliates relate to special, unique and
extraordinary matters and that, notwithstanding any other provision of this
Agreement to the contrary, a violation of any of the terms of such covenants
and obligations will cause the Company and its affiliates irreparable injury for
which adequate remedies are not available at law. Therefore, Employee expressly
agrees that the Company and its affiliates (which shall be express third-party
beneficiaries of such covenants and obligations) shall be entitled to an
injunction (whether temporary or permanent), restraining order or such other
equitable relief (including the requirement to post bond) as a court of
competent jurisdiction may deem necessary or appropriate to restrain Employee
from committing any violation of the covenants and obligations contained in
Sections 7, 8, 9 and 10 hereof. These injunctive remedies are cumulative and in
addition to any other rights and remedies the Company or any such affiliate may
have at law or in equity. Further, the Employee represents that his experience
and capabilities are such that the provisions of Sections 7, 8, 9 and 10 hereof
will not prevent him from earning his livelihood.


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            12. ASSUMPTION OF AGREEMENT. The Company will require any successor
(by purchase, merger, consolidation or otherwise) to all or substantially all
of the business and/or assets of the Company, by agreement in form and substance
reasonably satisfactory to Employee, to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. Failure of the
Company to obtain such agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle Employee to
compensation from the Company in the same amount and on the same terms as
Employee would be entitled hereunder if the Company terminated his employment
Without Cause as contemplated by Section 6, except that for purposes of
implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination. As used in this Agreement,
"COMPANY" shall mean the Company as hereinbefore defined and any successor to
its business and/or assets as aforesaid which executes and delivers the
agreement provided for in this Section 12 or which otherwise becomes bound by
all the terms and provisions of this Agreement by operation of law.

            13. ENTIRE AGREEMENT. Except as otherwise expressly provided herein,
this Agreement and the Operating Agreement constitute the entire agreements
among the parties hereto with respect to the subject matter hereof, and all
promises, representations, understandings, arrangements and prior agreements
relating to such subject matter (including those made to or with Employee by any
other person or entity) are merged herein and superseded hereby and thereby.

            14. INDEMNIFICATION. The Company agrees that it shall indemnify and
hold harmless Employee to the fullest extent permitted by the applicable law and
the Operating Agreement from and against any and all liabilities, costs, claims
and expenses including, without limitation, all costs and expenses incurred in
defense of litigation, including attorneys' fees, arising out of the employment
of Employee


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hereunder, except to the extent arising out of or based upon the gross
negligence or willful misconduct of Employee.

            15. MISCELLANEOUS.

            (a) BINDING EFFECT. This Agreement shall be binding on and inure to
the benefit of the Company and their successors and permitted assigns. This
Agreement shall also be binding on and inure to the benefit of Employee and his
heirs, executors, administrators and legal representatives. If Employee's
employment is terminated by reason of his death, all amounts payable by the
Company pursuant to Section 6(f)(ii) (or if Employee shall die after his
employment has terminated, any remaining amount of salary and incentive
compensation payable by the Company pursuant to Section 6(f)(i)) shall be paid
in accordance with the terms of this Agreement to Employee's devisee, legatee,
or other designee or, if there be no such designee, to his estate.

            (b) GOVERNING LAW. (i) THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE
TO PRINCIPLES OF CONFLICT OF LAWS THEREUNDER. ANY AND ALL SUITS, LEGAL ACTIONS
OR PROCEEDINGS AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT SHALL BE
BROUGHT IN ANY UNITED STATES FEDERAL COURT SITTING IN THE STATE OF DELAWARE OR
ANY OTHER COURT OF APPROPRIATE JURISDICTION SITTING IN THE STATE OF DELAWARE, AS
THE PARTY BRINGING SUCH SUIT MAY ELECT IN ITS SOLE DISCRETION, AND EACH PARTY
HEREBY SUBMITS TO AND ACCEPTS THE EXCLUSIVE JURISDICTION OF SUCH COURTS FOR THE
PURPOSE OF SUCH SUIT, LEGAL ACTION OR PROCEEDING, EACH PARTY HERETO WAIVES
PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES THAT
SERVICE THEREOF MAY BE MADE BY CERTIFIED OR REGISTERED MAIL. EACH PARTY HERETO
HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING IN ANY SUCH
COURT AND HEREBY FURTHER WAIVES ANY CLAM THAT ANY SUCH SUIT, LEGAL ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


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            (ii) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY
WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND
DIFFICULT ISSUES, AND THEREFORE SUCH PARTY HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT,
OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (W) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (X) EACH SUCH
PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (Y)
EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (Z) EACH SUCH PARTY HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(b)

            (c) TAXES. The Company may withhold from any payments made under
this Agreement all federal, state, city or other applicable taxes as shall be
required pursuant to any law, governmental regulation or ruling.

            (d) AMENDMENTS. No provisions of this Agreement may be modified,
waived or discharged unless such modification, waiver or discharge is approved
by the Board or a person authorized thereby and is agreed to in writing by
Employee and such officer as may be specifically designated by the Board. No
waiver by any party hereto at any time of any breach by any other party hereto
of, or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. No
waiver of any provision of this Agreement shall be implied from any course of
dealing between or among the parties hereto or from any failure by any party
hereto to assert its rights hereunder on any occasion or series of occasions. No
agreements or representations, oral or otherwise, express or implied, with


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respect to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement or the agreements listed in Section
13 above.

         (e) SEVERABILITY. In the event that any one or more of the
provisions of this Agreement shall be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein shall not be affected thereby.

         (f) NOTICES. Any notice or other communication required or permitted
to be delivered under this Agreement shall be (I) in writing, (II) delivered
personally, by nationally recognized overnight courier service or by
certified or registered mail, first-class postage prepaid and return receipt
requested, (III) deemed to have been received on the date of delivery or on
the third business day after the mailing thereof, and (IV) addressed as
follows (or to such other address as the party entitled to notice shall
hereafter designate in accordance with the terms hereof):

              (A)  if to the Company, to it:

                   c/o Asbury Automotive Group L.L.C.
                   One Tower Bridge
                   Suite 1440
                   Conshohocken, Pennsylvania 19428
                   ATTENTION: Thomas R. Gibson
                   Telephone: (610) 260-9800
                   Fax: (610) 260-9804

with a copy to:

                   Ripplewood Holdings L.L.C.
                   One Rockefeller Plaza, 32nd Floor
                   New York, New York 10020
                   ATTENTION: Timothy C. Collins
                   Telephone: (212) 582-6700
                   Fax: (212) 582-4110



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              (B) if to Employee, to him at the address listed on the
                  signature page hereof

with a copy to:

                  Kelsoe, Anderson & Khoury, P.C.
                  5830 Alpha Road, Suite 101
                  Dallas, Texas 75240
                  ATTENTION: Robert L. Kelsoe, Esq.
                  Telephone: (972) 661-2227
                  Fax: (972) 233-4971

Copies of any notices or other communications given under this Agreement
shall also be given to:

                  Debevoise & Plimpton
                  875 Third Avenue
                  New York, New York 10022
                  ATTENTION: Robert F. Quaintance, Jr., Esq.
                  Telephone: (212) 909-6451
                  Fax: (212) 909-6836

         (g) SURVIVAL. Sections 7, 8, 9, 10, 11, 12, 14 and, if Employee's
employment terminates in a manner giving rise to a payment under Section
6(f), Sections 6(f) and (h) shall survive the termination of this Agreement
and the termination of the employment of Employee.

         (h) COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.

         (i) HEADINGS. The section and other headings contained in this
Agreement are for the convenience of the parties only and are not intended to
be a part hereof or to affect the meaning or interpretation hereof.

         (j) EMPLOYEE'S RECUSAL. Employee shall recuse himself from all
deliberations of the Board regarding this


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Agreement, Employee's employment by the Company or related matters.







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         IN WITNESS WHEREOF, the Company has duly executed this Agreement by
its authorized representatives and Employee has hereunto set his hand, in
each case effective as of the date first above written.


                                       ASBURY TEXAS MANAGEMENT L.L.C.


                                       By:             [SIGNATURE]
                                           ------------------------------------
                                           Name:
                                           Title:



                                       Employee:


                                       /s/ Ben David McDavid, Sr.
                                       ----------------------------------------
                                                Ben David McDavid, Sr.

                                       Address:
                                                -------------------------------

                                                -------------------------------

                                                Fax:
                                                     --------------------------

                                                Tel:
                                                     --------------------------



Attest


            [SIGNATURE]
-----------------------------------
Name:



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