**Exhibit
      10.6**


**EMPLOYMENT
      AGREEMENT**








This
      Employment Agreement (the "Agreement") is made on or as of May 1, 2006 between
      AMERICA’S CAR-MART, INC., an Arkansas corporation (the "Company") and T. J.
      FALGOUT, III (the "Associate").


**W** **** **I** **** **T** **** **N** **** **E** **** **S** **** **S** **** **E** **** **T** **** **H** **:**


WHEREAS,
      the Associate is a Senior Executive Officer of the Company, and the Company
      desires to continue the employment of the Associate, and the Associate desires
      to provide his services to the Company upon the terms and conditions hereinafter
      set forth;


WHEREAS,
      the Company periodically sells its finance receivables to Colonial Auto Finance,
      Inc., an Arkansas corporation ("Colonial") and services those loans on
      Colonial’s behalf (collectively, the Company and Colonial are referred to herein
      as "Car-Mart"); and


WHEREAS,
      America’s Car-Mart, Inc., a Texas corporation (the "Parent Company") owns 100%
      of the outstanding common stock of the Company;


NOW,
      THEREFORE, in consideration of the mutual covenants and promises contained
      herein, the parties hereto, each intending to be legally bound hereby, agree
      as
      follows:


1. Employment .
      The
      Company hereby continues the employment of the Associate as a Senior Executive
      Officer of the Company, and the Associate accepts such employment. During the
      term of employment under this Agreement (the "Employment Term"), the Associate
      shall perform such duties as shall reasonably be required of a Senior Executive
      Officer of the Company. The Associate further agrees to perform, without
      additional compensation, such other work for the Company and for any subsidiary
      or affiliate of the Company in which the Company has an interest, including,
      without limitation, Colonial and the Parent Company, as the Board of Directors
      of the Company or the Parent Company shall from time to time reasonably specify.
      It is expressly agreed and understood between the Company and the Associate
      that
      the term of this Agreement is in no way dependent upon the
      Associate’s


holding
      or being elected to any office of the
      Company. The Associate may be deemed an employee of, and paid by the Company,
      Colonial, or the Parent Company, as reasonably determined by the
      Company.


2. Performance .
      The
      Associate agrees to devote his entire business efforts to the performance of
      his
      duties hereunder, provided, however, that the Associate may engage in personal
      investment activities not involving the Company so long as they do not interfere
      with the performance of his duties hereunder.


3. Term .
      Unless
      otherwise terminated in accordance with Sections 10, 11, 12 or 13, the
      Employment Term shall be for a term ending April 30, 2009. This Agreement shall
      be automatically renewed for successive additional Employment Terms of one
      (1)
      year each unless notice of termination is given in writing by either party
      to
      the other party at least thirty (30) days prior to the expiration of the initial
      Employment Term or any renewal Employment Term.


4. Compensation .


(a) The
      basic
      annual salary of the Associate for his employment services hereunder shall
      be
      $330,000 or such higher annual salary, if any, as shall be approved by the
      Board
      of Directors of the Parent Company from time to time (the "Base Salary"), which
      shall be payable in accordance with the Company’s payroll policy. Nothing
      contained herein shall affect or in any way limit the Associate’s rights as an
      Associate of the Company to participate in any Company 401(k) profit sharing
      plan or medical and life insurance programs offered by the Company to its
      employees, all of which shall be available to the Associate to the same extent
      as if this Agreement had not existed, and compensation received by the Associate
      hereunder shall be in addition to the foregoing.


(b) In
      addition to the Base Salary and fringe benefits described above, the Associate
      shall be eligible to earn a bonus (the "Bonus") each fiscal quarter during
      the
      term hereof beginning with the fiscal quarter starting May 1, 2006 and ending
      July 31, 2009. The Bonus shall be equal to one-half percent (1⁄2%) of the Parent
      Company’s Net Income during such period.











"Parent
      Company’s Net Income" shall be defined as the consolidated net income of the
      Parent Company and its subsidiaries, calculated in accordance with generally
      accepted accounting principles ("GAAP") in the United States of America as
      determined by the Company and reviewed, or attested to, by the Company’s
      independent certified public accountants. Provided, however, Parent Company’s
      Net Income shall not include any gain or loss which may occur as a result of
      the
      sale of all or substantially all of (i) the assets of Car-Mart, or (ii) the
      capital stock of the Company and/or Colonial, to a party unrelated to the
      Company, Colonial or the Parent Company. The Bonus shall be paid each fiscal
      quarter, within fifteen (15) days of the Parent Company’s filing of the related
      Form 10Q or 10K for such fiscal quarter, based upon the Parent Company’s Net
      Income for that fiscal quarter. Any Parent Company net loss in one fiscal
      quarter shall be carried forward to the next fiscal quarter to reduce any net
      income in the subsequent fiscal quarter or quarters until such net loss is
      fully
      absorbed. Any Bonus shall be deemed to be earned by the Associate if the
      Associate was an employee of the Company as of the last day of the fiscal
      quarter in question. At least fifty percent (50%) of the Bonus, net of
      applicable taxes, shall be paid in shares of the Parent Company’s common stock
      (the “Parent Company Stock”), and, at the Associate’s option, up to one hundred
      percent (100%) of the Bonus, net of applicable taxes, may be paid in shares
      of
      Parent Company Stock. All of such shares of Parent Company Stock shall vest
      immediately upon issuance.


(c) The
      Parent Company will grant to the Associate, pursuant to the Parent Company’s
      2005 Restricted Stock Plan (the “Restricted Stock Plan”) 15,000 shares
      Restricted Stock, which shares of Restricted Stock shall vest in equal
      proportions each year during the term of this Agreement, as more fully set
      forth
      in the Restricted Stock Agreement dated of even date herewith by and between
      the
      Associate and the Parent Company. All terms used in this Section 4(c) shall
      have
      the definitions set forth in the Restricted Stock Plan or the Restricted Stock
      Agreement, as the case may be.














5. Expense
      Account and Vacations .
      Matters
      relating to expense accounts for the Associate, vacations and the like shall
      be
      mutually agreed upon from time to time. However, the Company agrees to reimburse
      the Associate for all expenses reasonably incurred by him on behalf of the
      Company in accordance with the prevailing practice and policy of the Company.
      In
      addition, the Associate shall be entitled to that number of days of paid
      vacation and paid sick leave as is consistent with the prevailing practice
      and
      policy of the Company for other employees in the same or similar position as
      that held by the Associate hereunder.


6. Agreement
      Not to Compete .
      As an
      inducement for the Company to enter into this Agreement, the Associate agrees
      that for so long as he is employed by the Company, and for a period of one
      (1)
      year thereafter, he will not, within the States of Arkansas, Texas, Oklahoma,
      Kentucky, Indiana, Missouri, Kansas, Tennessee, Mississippi, and Alabama,
      directly or indirectly, in any capacity, render his services, engage or have
      a
      financial interest in any business which is competitive with any of those
      business activities in which the Company was engaged during his employment
      by
      the Company, including, without limitation, the sale and financing of used
      vehicles or any business which is substantially similar thereto. However, the
      Associate may have a financial interest in a competitor of the Company if that
      interest is in the form of ownership of less than one percent (1%) of the
      outstanding stock of a company whose securities are listed on a national
      exchange or quoted on the NASDAQ National Market System. If a court determines
      the foregoing restrictions are too broad or otherwise unreasonable under
      applicable law, including with respect to time or space, the court is hereby
      requested and authorized by the parties hereto to revise the foregoing
      restriction to include the maximum restrictions allowable under the applicable
      law. For the purposes of this Agreement, the term "Company" refers to the
      Company and any incorporated or unincorporated subsidiaries or affiliates of
      the
      Company.


7. Covenant
      Against Solicitation of Employees and Customers .
      As an
      inducement for the Company to enter into this Agreement, the Associate covenants
      and agrees that during the term of his employment, and for a period of one
      (1)
      year thereafter, he will not:














(a) Solicit
      business from, or accept business of, any of Car-Mart’s customers, either
      directly or indirectly, except in the furtherance of the Company’s business; nor
      will he work for, work with, or accept employment with any person or entity
      that
      does or attempts to solicit business from, or does or intends to use the
      Associate’s knowledge and relationship with Car-Mart’s customers to obtain
      business from Car-Mart’s customers; or


(b) Directly
      or indirectly solicit any of Car-Mart’s employees to work for the Associate or
      any third party.


The
      term
      "customers" shall include any and all persons, partnerships, corporations,
      firms, or other entities (a) that are customers of Car-Mart within the
      twenty-four (24) month period immediately preceding the Associate’s termination
      of employment, and (b) any prospective customers that have been solicited by
      the
      Associate while employed hereunder.


8. Secret
      Processes and Confidential Information .


(a) The
      Associate has had and will have possession of or access to confidential
      information relating to the business of the Company, including, but not limited
      to, writings, equipment, processes, drawings, reports, manuals, invention
      records, financial information, business plans, customer and mailing lists,
      the
      identity of or other facts relating to prospective customers, inventory lists,
      arrangements with suppliers and customers, computer programs or other material
      embodying trade secrets, customer, or product information or technical or
      business information of the Company. All such confidential information, other
      than any information which is in the public domain through no act or omission
      of
      the Associate or which he is authorized to disclose, is referred to collectively
      as the "Company Information". The Associate agrees that so long as he is
      employed by the Company and for an indefinite period thereafter, he shall not
      (i) use or exploit in any manner the Company Information for himself or any
      other person, partnership, association, corporation, or other entity other
      than
      the Company, (ii) remove











any
      Company Information, or any reproduction thereof, from the possession or control
      of the Company, and (iii) treat Company Information otherwise than in a
      confidential manner.


(b) All
      Company Information developed, created, or maintained by the Associate, alone
      or
      with others while employed by the Company or thereafter, shall remain at all
      times the exclusive property of the Company. The Associate agrees to return
      to
      the Company all Company Information, and reproductions thereof, whether prepared
      by him or others, which are in his possession immediately upon request and,
      in
      any event, upon the completion of his employment by the Company.


9. Remedies .
      The
      Associate expressly agrees that the remedy at law for any breach of Sections
      6,
      7 or 8 will be inadequate and that upon any such breach or threatened breach,
      the Company shall be entitled, as a matter of right, to injunctive relief in
      any
      court of competent jurisdiction, in equity or otherwise, to enforce the specific
      performance of the Associate’s obligations under these provisions without the
      necessity of proving the actual damage to the Company or the inadequacy of
      a
      legal remedy.


10. Termination
      Without Compensation .


(a) The
      Employment Term will terminate as of the end of the term of this Agreement
      unless terminated earlier in accordance with this Section 10, Section 11,
      Section 12, or Section 13.


(b) The
      Employment Term may also be terminated by the Company for cause ("Cause") with
      written notice to the Associate upon the occurrence of any of the
      following:


(i) the
      commission by the Associate of any deliberate and premeditated act involving
      moral turpitude detrimental to the economic interests of the
      Company;




(ii) the
      conviction of the Associate of a felony;




(iii) the
      willful failure or refusal of the Associate to perform his duties hereunder
      (which failure or refusal persists after written notice from the Company to
      the
      Associate complaining of such failure or refusal) or the Associate’s gross
      negligence of a material nature in connection with the performance of such
      duties; or




(iv) the
      breach by the Associate of any provision of this Agreement which is not cured
      within thirty (30) days subsequent to written notice from the Company to the
      Associate of the breach.

















(c) Upon
      termination of the Employment Term under subsections (a) or (b) above, the
      parties hereto will be relieved of any further obligations hereunder except
      for
      any obligations set forth in Sections 6, 7, or 8.


11. Termination
      Without Cause .
      The
      Company shall have the right to terminate the Employment Term without Cause
      at
      any time. If the termination is effected by the Company in connection with
      a
      change in control of the Parent Company as described in Section 14, then the
      Severance Payment as described in Section 14 shall be applicable. If the
      termination is effected by the Company other than as described in Section 10
      or
      Section 14, then under such circumstances, the Associate’s Base Salary (but not
      any Bonus) then in effect hereunder will continue through the Employment
      Term.


12. Death
      of the Associate .
      If the
      Associate dies during the Employment Term, (a) the Employment Term shall
      terminate, and (b) the Company will pay to the Associate’s estate the
      Associate’s Base Salary (but not any Bonus unless earned prior to the date of
      death) then in effect through the end of the calendar month in which such death
      occurs.


13. Disability
      of the Associate .
      If the
      Associate becomes disabled during the Employment Term, the Company may terminate
      the Associate’s position as an officer, but this Agreement shall otherwise
      remain in full force and effect, and the Associate’s Base Salary (but not any
      Bonus) then in effect will continue through the Employment Term, provided,
      however, any amounts payable to the Associate under the Company’s disability
      insurance policy shall be deducted from the amounts payable to the Associate
      hereunder. For the purposes of this Agreement, the Associate shall be deemed
      to
      be disabled when he is deemed to be disabled under the Company’s disability
      insurance policy or, if the Company does not have a disability insurance policy
      for the Associate, the Associate shall be deemed disabled if he is unable to
      perform his services or discharge his duties as an Associate of the Company
      for
      ninety (90) or more consecutive days or one hundred twenty (120) days in the
      aggregate in any twelve (12) month period.














14. Change
      in Control of the Parent Company


(a) In
      the
      event of a change in control of the Parent Company, (i) the Associate shall
      be
      entitled, for a period beginning on the date of closing (the "Closing Date")
      and
      ending one (1) year after the Closing Date of the transaction effecting such
      change in control and at his election, to give written notice to the Parent
      Company of termination of his employment, or (ii) if the Associate’s employment
      with the Company is terminated without Cause by the Parent Company or the
      Company, as the case may be, during the period beginning on the Closing Date
      and
      ending one (1) year after the Closing Date, the Company shall pay to the
      Associate a lump sum cash payment (the "Severance Payment"). The Severance
      Payment shall be equal to one (1) times the lesser of (a) the Associate’s
      then-current Base Salary (but not any Bonus) or $330,000, whichever is greater,
      or (b) the "base amount" with respect to the Associate’s compensation, as such
      term is defined in Section 280G of the Internal Revenue Code of 1986, as amended
      (the "Code") (the "Severance Salary") with respect to termination pursuant
      to
      Section 14(a)(i) hereof, and 2.99 times the Severance Salary with respect to
      termination pursuant to Section 14(a)(ii) hereof.


(b) The
      Severance Payment shall be paid by the Company not later than five (5) days
      after the date of termination of employment. Upon the payment to the Associate
      of the Severance Payment in accordance with this Section 14, the Employment
      Term
      shall terminate, and the Associate’s right to compensation pursuant to Section 4
      shall terminate as of the date of payment of the Severance Payment.


(c) In
      the
      event of a change in control of the Parent Company, all unvested stock options
      and restricted stock previously granted by the Parent Company to the Associate
      shall vest on the Closing Date. If the Associate elects to terminate his
      employment or if his employment is terminated as set forth in Section 14(a)
      hereof, and to the extent that the acceleration of the vesting of any of the
      Associate’s stock options or restricted stock will reduce the
      Severance











Payment
      payable in accordance with the limitations set forth in Section 280G of the
      Code, the Associate, at his option, may notify the Parent Company not to
      accelerate the vesting of all or a portion of the Associate’s stock options or
      restricted stock. In addition, to the extent any of the Associate’s vested stock
      options or restricted stock will reduce the Severance Payment in accordance
      with
      the limitation set forth in Section 280G of the Code, the Associate, at his
      option, may notify the Parent Company of his rescission and nonacceptance of
      all
      or a portion of such vested stock options or restricted stock.


(d) For
      purposes of this Paragraph 14, “change in control” of the Parent Company shall
      mean:




(i) any
      transaction, whether by merger, consolidation, asset sale, tender offer, reverse
      stock split or otherwise, which results in the acquisition or beneficial
      ownership (as that term is defined under rules and regulations promulgated
      under
      the Securities Exchange Act of 1934, as amended) by any person or entity or
      any
      group or entities acting in concert, of 50.1% or more of the outstanding shares
      of the Common Stock of the Parent Company; or


(ii)  the
      replacement of a majority of the members of the Parent Company’s Board of
      Directors during any twenty-four (24) consecutive month period and whose
      appointment or election is not endorsed by a majority of the members of the
      Company’s Board of Directors prior to the date of such appointment or election;
      or


(iii)  the
      sale
      of all or substantially all of the assets of Car-Mart, including, without
      limitation, the sale of all of the outstanding capital stock of the Company
      and
      Colonial.





(e) The
      Severance Payment shall be in addition to any other rights and benefits for
      which the Associate is eligible, either by way of contract or with respect
      to
      rights and benefits generally available to other executive officers or
      Associates of the Company.


15. Notices .
      All
      notices, demands and requests which may be given or which are required to be
      given by either party to the other, and any exercise of a right of termination
      provided by this Agreement, shall be in writing and shall be deemed effective
      when either: (a) personally delivered to the intended recipient; (b) sent by
      certified or registered mail, return receipt requested, addressed to the
      intended recipient at the address specified below; (c) delivered in person
      to
      the address set forth below











for
      the
      party to which the notice was given; (d) deposited into the custody of a
      nationally recognized overnight delivery service such as Federal Express
      Corporation, Emery or Purolator, addressed to such party at the address
      specified below; or (e) sent by facsimile, telegram or telex, provided that
      receipt for such facsimile, telegram or telex is verified by the sender and
      followed by a notice sent in accordance with one of the other provisions set
      forth above. Notices shall be effective on the date of delivery, or receipt
      of,
      if delivery is not accepted, on the earlier of the date that delivery is refused
      or three (3) days after the date the notice is mailed. For purposes of this
      paragraph, the addresses of the parties for all notices are as follows (unless
      changes by similar notice in writing are given by the particular person whose
      address is to be changed):


If
      to the
      Associate, to William H. Henderson, 13600 Cardinal Circle, Bentonville, Arkansas
      72712;


If
      to the
      Company, to America’s Car-Mart, Inc., 802 S. E. Plaza Avenue, Suite 200,
      Bentonville, Arkansas 72712, Fax #479-273-7556.


With
      a
      copy to Lisa L. Kelley, 122 South Main Street, Bentonville, Arkansas 72712,
      Fax
      # 479-464-5988;


And
      a
      copy to America’s Car-Mart, Inc., 251 O’Connor Ridge Blvd., Suite 100, Irving,
      Texas 75038, Attention: T. J. Falgout, III, Chairman and Chief Executive
      Officer, Fax #972-717-0973;


And
      a
      copy to Jeffrey A. Williams, Chief Financial Officer, 802 S. E. Plaza Avenue,
      Suite 200, Bentonville, Arkansas 72712, Fax #479-464-4234.


Any
      party
      hereto may designate a different address by written notice given to the other
      parties.


16. Governing
      Law . THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
      THE
      STATE OF ARKANSAS.


17. Assignability .
      The
      Associate may not assign his interest in or delegate his duties under this
      Agreement. The rights and obligations of the Company hereunder may be assigned
      only by










operation of law in connection
      with a
      merger in which the Company is not the surviving corporation or in connection
      with the sale of substantially all of the assets of the Company; and in the
      latter event, such assignment shall not relieve the Company of its obligations
      hereunder.





18. Binding
      Effect .
      This
      Agreement shall be binding upon and inure to the benefit of the Company, its
      successors and assigns.


19. Entire
      Agreement; Modification .
      This
      Agreement constitutes the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and may not be modified or amended in any way except
      in writing by the parties hereto. This Agreement supersedes any and all prior
      employment agreements or the like between the Company and the Associate
      (including the Employment Agreement dated May 1, 2003, between the Company
      and
      the Associate), all of which are hereby terminated.


20. Duration .
      Notwithstanding the termination of the Employment Term and of the Associate’s
      employment by the Company, this Agreement shall continue to bind the parties
      for
      so long as any obligations remain under this Agreement, and, in particular,
      the
      Associate shall continue to be bound by the terms of Sections 6, 7 and
      8.


21. Waiver .
      No
      waiver by the Company of any breach by the Associate of this Agreement shall
      be
      construed to be a waiver as to succeeding breaches.


22. Enforceability .
      In the
      event any portion or portions of this Agreement are declared to be void for
      illegality, then the remaining portions of this Agreement shall remain valid
      and
      binding.


23. Counterparts .
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original but all of which together shall constitute one and the same
      agreement.











IN
      WITNESS WHEREOF, the parties have executed this Agreement on or as of the day
      and year first above written.




**COMPANY****:****AMERICA’S
                CAR-MART, INC., an****Arkansas
                corporation**By:_______________________________________William H. Henderson, President**ASSOCIATE****:****__________________________________________**T.
                J. Falgout, III