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                                                                  EXHIBIT 10.18

                             TOYOTA DEALER AGREEMENT

This is an Agreement between Gulf States Toyota, Inc. (DISTRIBUTOR), and
Escude-T, L.L.C. (DEALER), a(n) [_] individual, [_] partnership, [_]
corporation. If a corporation, DEALER is duly incorporated in the State of
Delaware and doing business as Mark Escude Toyota.

                    PURPOSES AND OBJECTIVES OF THIS AGREEMENT

DISTRIBUTOR sells Toyota Products which are manufactured or approved by Toyota
Motor Corporation (FACTORY) and imported and/or sold to DISTRIBUTOR by Toyota
Motor Sales, U.S.A., Inc. (IMPORTER). It is of vital importance to DISTRIBUTOR
that Toyota Products are sold and serviced in a manner which promotes consumer
confidence and satisfaction and leads to increased product acceptance.
Accordingly, DISTRIBUTOR has established a network of authorized Toyota dealers,
operating at approved locations and pursuant to certain standards, to sell and
service Toyota Products. DEALER desires to become one of DISTRIBUTOR's
authorized dealers. Based upon the representations and promises of DEALER, set
forth herein, DISTRIBUTOR agrees to appoint DEALER as an authorized Toyota
dealer and welcomes DEALER to DISTRIBUTOR's network of authorized dealers of
Toyota Products.

This Agreement sets forth the rights and responsibilities of DISTRIBUTOR as
seller and DEALER as buyer of Toyota Products. DISTRIBUTOR enters into this
Agreement in reliance upon DEALER's integrity, ability, assurance of personal
services, expressed intention to deal fairly with the consuming public and with
DISTRIBUTOR, and promise to adhere to the terms and conditions herein. Likewise,
DEALER enters into this Agreement in reliance upon DISTRIBUTOR's promise to
adhere to the terms and conditions herein. DISTRIBUTOR and DEALER shall refrain
from conduct which may be detrimental to or adversely reflect upon the
reputation of the FACTORY, IMPORTER, DISTRIBUTOR, DEALER or Toyota Products in
general. The parties acknowledge that the success of the relationship between
DISTRIBUTOR and DEALER depends upon the mutual understanding and cooperation of
both DISTRIBUTOR and DEALER.

I.       RIGHTS GRANTED TO THE DEALER

         Subject to the terms of this Agreement, DISTRIBUTOR hereby grants
         DEALER the non-exclusive right:

         A.       To buy and resell the Toyota Products identified in the Toyota
                  Product Addendum hereto which may be periodically revised by
                  IMPORTER;

         B.       To identify itself as an authorized Toyota dealer utilizing
                  approved signage at the location(s) approved herein;

         C.       To use the name Toyota and the Toyota marks in the
                  advertising, promotion, sale and servicing of Toyota Products
                  in the manner herein provided.

         DISTRIBUTOR reserves the unrestricted right to sell Toyota Products and
         to grant the privilege of using the name Toyota or the Toyota Marks to
         other dealers or entities, wherever they may be located.


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II.      RESPONSIBILITIES ACCEPTED BY THE DEALER

         DEALER accepts its appointment as an authorized Toyota dealer and
         agrees to:

         A.       Sell and promote Toyota Products subject to the terms and
                  conditions of this Agreement;

         B.       Service Toyota Products subject to the terms and conditions of
                  this Agreement;

         C.       Establish and maintain satisfactory dealership facilities at
                  the location(s) set forth herein; and

         D.       Make all payments to DISTRIBUTOR when due.

III.     TERM OF AGREEMENT

         This Agreement is effective this 14th day of April, 2000, and shall
         continue for a period of two (2) years, and shall expire on April 13,
         2000, unless ended earlier by mutual agreement or terminated as
         provided herein. This Agreement may not be continued beyond its
         expiration date except by written consent of DISTRIBUTOR and IMPORTER.

IV.      OWNERSHIP OF DEALERSHIP

         This Agreement is a personal service Agreement and has been entered
         into by DISTRIBUTOR in reliance upon and in consideration of DEALER's
         representation that only the following named persons are the Owners of
         DEALER, that such persons will serve in the capacities indicated, and
         that such persons are committed to achieving the purposes, goals and
         commitments of this Agreement:

<Table>
<Caption>

                         OWNERS'                                     PERCENT OF
                          NAMES                    TITLE             OWNERSHIP
        --------------------------------    --------------------    ------------
<S>                                         <C>                     <C>
        Asbury Automotive Arkansas            Holding Company           100%
        --------------------------------    --------------------    ------------
        Dealership Holdings, L.L.C.
        --------------------------------    --------------------    ------------

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

        --------------------------------    --------------------    ------------
</Table>

V.       MANAGEMENT OF DEALERSHIP

         DISTRIBUTOR and DEALER agree that the retention of qualified management
         is of critical importance to satisfy the commitments made by DEALER in
         this Agreement. DISTRIBUTOR, therefore, enters into this Agreement in
         reliance upon DEALER's representation that Kurt J. Obermeyer, and no
         other person, will exercise the function of General Manager, be in
         complete charge of DEALER's operations, and will have authority to make
         all decisions on behalf of DEALER with respect to DEALER's operations.
         DEALER further agrees that the General Manager shall devote his or her
         full efforts to DEALER's operations.
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VI.      CHANGE IN MANAGEMENT OR OWNERSHIP

         This is a personal service contract. DISTRIBUTOR has entered into this
         Agreement because DEALER has represented to DISTRIBUTOR that the Owners
         and General Manager of DEALER identified herein possess the personal
         qualifications, skill and commitment necessary to ensure that DEALER
         will promote, sell and service Toyota products in the most effective
         manner, enhance the Toyota image and increase market acceptance of
         Toyota Products. Because DISTRIBUTOR has entered into this Agreement in
         reliance upon these representations and DEALER's assurances of the
         active involvement of such persons in DEALER operations, any change in
         ownership, no matter what the share or relationship between parties, or
         any changes in General Manager from the person specified herein,
         requires the prior written consent of DISTRIBUTOR, which DISTRIBUTOR
         shall not unreasonably withhold.

         DEALER agrees that factors which would make DISTRIBUTOR's withholding
         of consent reasonable would include, without limitation, the failure of
         a new Owner or General Manager to meet DISTRIBUTOR's standards with
         regard to financial capability, experience and success in the
         automobile dealership business.

VII.     APPROVED DEALER LOCATIONS

         In order that DISTRIBUTOR may establish and maintain an effective
         network of authorized Toyota dealers, DEALER agrees that it shall
         conduct its Toyota operation only and exclusively in facilities and at
         locations herein designated and approved by DISTRIBUTOR. DISTRIBUTOR
         hereby designates and approves the following facilities as the
         exclusive location(s) for the sale and servicing of Toyota Products and
         the display of Toyota Marks:

         NEW VEHICLE SALES AND SHOWROOM          USED VEHICLE DISPLAY AND SALES
         ------------------------------          ------------------------------
             955 I-20 S. Frontage Road                955 I-20 S. Frontage Road
             Jackson, MS 39204                        Jackson, MS 39204

         SALES AND GENERAL OFFICE                BODY AND PAINT
         ------------------------                --------------
             955 I-20 S. Frontage Road
             Jackson, MS 39204                        N/A

         PARTS                                   SERVICE
         -----                                   -------
             955 I-20 S. Frontage Road                955 I-20 S. Frontage Road
             Jackson, MS 39204                        Jackson, MS 39204

         OTHER FACILITIES
         ----------------

         DEALER may not, either directly or indirectly, display Toyota Marks or
         establish or conduct any dealership operations contemplated by this
         Agreement, including the display, sale and servicing of Toyota
         Products, at any location or facility other than those approved herein
         without the prior written consent of DISTRIBUTOR. DEALER may not modify
         or change the usage or function of any location or facility approved
         herein or

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         otherwise utilize such locations or facilities for any functions other
         than the approved function(s) without the prior written consent of
         DISTRIBUTOR.

VIII.    PRIMARY MARKET AREA

         DISTRIBUTOR will assign DEALER a geographic area called a Primary
         Market Area ("PMA"). The PMA is sued by DISTRIBUTOR to evaluate
         DEALER's performance of its obligations, among other things. DEALER
         agrees that it has no exclusive right to any such PMA. DISTRIBUTOR may
         add new dealers, relocate dealers, or adjust DEALER's PMA as it
         reasonably determines is necessary. DEALER's PMA is set forth on the
         PMA Addendum hereto.

         Nothing contained in this Agreement, with the exception of SECTION
         XIV(B), shall limit or be construed to limit the geographical area in
         which, or the persons to whom, DEALER may sell or promote the sale of
         Toyota products.

IX.      STANDARD PROVISIONS

         The "Toyota Dealer Agreement Standard Provisions" are incorporated
         herein and made part of this Agreement as if fully set forth herein.

X.       ADDITIONAL PROVISIONS

         In consideration of DISTRIBUTOR's agreement to appoint DEALER as an
         authorized Toyota dealer, DEALER further agrees:

         1.       Attached hereto and incorporated herein is a document entitled
                  addendum to paragraph X.

XI.      EXECUTION OF AGREEMENT

         Notwithstanding any other provision herein, the parties to this
         Agreement, DISTRIBUTOR and DEALER, agree that this Agreement shall be
         valid and binding only if it is signed:

         A.       On behalf of DEALER by a duly authorized person;

         B.       On behalf of DISTRIBUTOR by the President and/or an authorized
                  General Manager, if any, of DISTRIBUTOR; and

         C.       On behalf of IMPORTER, solely in connection with its limited
                  undertaking herein, by President of IMPORTER.
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XII.     CERTIFICATION

         By their signatures hereto, the parties agree that they have read and
         understand this Agreement, including the Standard Provisions
         incorporated herein, are committed to its purposes and objectives and
         agree to abide by all of its terms and conditions.

              Escude-T, L.L.C. d/b/a Mark Escude Toyota               DEALER
         -------------------------------------------------------
                            (Dealer Entity Name)

         Date:     1-06-2000        By: /s/ Mark C. Escude          PRESIDENT
               --------------------     ------------------------  --------------
                                            Signature                 Title

         Date:                      By:
               --------------------     ------------------------  --------------
                                            Signature                 Title

         Date:                      By:
               --------------------     ------------------------  --------------
                                            Signature                 Title

                        Gulf States Toyota, Inc.                    DISTRIBUTOR
         -------------------------------------------------------
                         (Distributor Name)

         Date:                      By: /s/ Toby N. Hynes            PRESIDENT
               --------------------     ------------------------  --------------
                                            Toby N. Hynes             Title

         Date:                      By:
               --------------------     ------------------------  --------------
                                             Signature                Title

         Undertaking by IMPORTER: In the event of termination of this Agreement
         by virtue of termination or expiration of DISTRIBUTOR's contract with
         IMPORTER, IMPORTER, through its designee, will offer DEALER a new
         agreement of no less than one year's duration and containing the terms
         of the Toyota Dealer Agreement then prescribed by IMPORTER.

                        TOYOTA MOTOR SALES, U.S.A., INC.



         Date:  Apr. 14, 2000       By: /s/ Yoshiki Inaba             PRESIDENT
               -----------------       --------------------------   ------------
                                       Yoshiki Inaba   Signature        Title