<PAGE>
 
                                                                   EXHIBIT 10.42

                                             |__|    Employee's Copy
                                             |__|    Partnership's Copy

                            CAPITAL AUTOMOTIVE L.P.
                             EMPLOYMENT AGREEMENT

To JOHN M. WEAVER:

     This Agreement  establishes  the terms of your  employment with Capital
Automotive L.P., a Maryland limited partnership (the "Partnership").

EMPLOYMENT AND DUTIES    You and the Partnership agree to your employment as
                         Vice President and General Counsel on the terms
                         contained herein. In such position, you will report
                         directly to the Chief Executive Officer (the "CEO") of
                         Capital Automotive REIT, a Maryland real estate
                         investment trust (the "Company") and to the General
                         Partner of the Partnership. You agree to perform
                         whatever duties the Partnership may assign you from
                         time to time, consistent with your position as a senior
                         executive. During your employment, you agree to devote
                         your full business time, attention, and energies to
                         performing those duties (except as the CEO otherwise
                         agrees from time to time). You agree to faithfully
                         serve the Partnership, to conform to and comply with
                         the lawful and good faith directions and instructions
                         given you by the Partnership, and to use your best
                         efforts to promote and serve the interests of the
                         Partnership. You agree to comply with the
                         noncompetition, secrecy, and other provisions of
                         Exhibit A to this Agreement.

TERM OF EMPLOYMENT       Your employment under this Agreement begins as of July
                         20, 1998 (the "Effective Date"). Unless sooner
                         terminated under this Agreement, your employment ends
                         at 6:00 p.m. Eastern Time on October 19, 2001. The
                         period running from the Effective Date to the
                         applicable date in the preceding sentence is the
                         "Term."

                         Termination or expiration of this Agreement ends your
                         employment but does not end your obligation to comply
                         with Exhibit A.
<PAGE>
 
COMPENSATION

         Salary               The Partnership (or, in its discretion, the
                              Company) will pay you an annual salary (the
                              "Salary") from the Effective Date at the rate of
                              not less than $150,000 in accordance with its
                              payroll practices. The Partnership or the
                              Compensation Committee of the General Partner
                              ("Compensation Committee") will review your Salary
                              annually and consider you for increases.

         Bonus                The Partnership or the Compensation Committee will
                              establish annual bonus targets under which you
                              will be eligible for an annual bonus equal to up
                              to 100% of your Salary.

         Employee Benefits    While you are employed under this Agreement, the
                              Partnership will provide you with the same
                              benefits, including medical insurance coverage, as
                              the Partnership makes generally available from
                              time to time to the Partnership's employees, as
                              those benefits are amended or terminated from time
                              to time, and such other benefits as are
                              commensurate with your position as a senior
                              executive of a public company. Your participation
                              in the Partnership's benefit plans will be subject
                              to the terms of the applicable plan documents and
                              the Partnership's generally applied policies, and
                              the Partnership in its sole discretion may from
                              time to time adopt, modify, interpret, or
                              discontinue such plans or policies.

PLACE OF EMPLOYMENT           Your principal place of employment will be at the
                              Partnership's headquarters in the Washington
                              metropolitan area (or such other offices as the
                              Partnership may establish from time to time and to
                              which it assigns you in its sole discretion). You
                              understand and agree that you must travel from
                              time to time for business reasons.

INDEMNIFICATION               The Partnership will indemnify you to the fullest
                              extent authorized by law if you are made a party
                              to any action, suit, or proceeding, whether
                              criminal, civil, administrative, or investigative,
                              because you are or were a manager, officer, or
                              employee of the Partnership or serve or served any
                              other entity as a director, officer, or employee
                              at the Partnership's request; provided, however,
                                                            --------  -------
                              that you must repay the Partnership for any
                              indemnification if the final determination of an
                              arbitrator or a court of competent jurisdiction
                              declares, after the expiration of the time within
                              which judicial review (if permitted) of such
                              determination may be perfected, that

                                                                    Page 2 of 15
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                              indemnification by the Partnership is not
                              permissible under applicable law.

EXPENSES                      The Partnership will reimburse you for reasonable
                              and necessary travel and other business-related
                              expenses you incur for the Partnership in
                              performing your duties under this Agreement. You
                              must itemize and substantiate all requests for
                              reimbursements. You must submit requests for
                              reimbursement in accordance with the policies and
                              practices of the Partnership and within 60 days
                              after incurring the expense.

NO OTHER EMPLOYMENT           For so long as you are employed by the
                              Partnership, you agree that you will not, directly
                              or indirectly, provide services to any person or
                              organization for which you receive compensation or
                              otherwise engage in activities that would conflict
                              or interfere significantly with the faithful
                              performance of your duties to the Partnership
                              without the Partnership's prior written consent.
                              (This prohibition excludes any work performed at
                              the Partnership's direction including any work for
                              the Partnership.) You may manage your personal
                              investments, as long as the management takes only
                              minimal amounts of time and is consistent with the
                              provisions of the No Competition Section in
                              Exhibit A and is otherwise consistent with the
                              policies and practices of the Partnership.

                              You represent to the Partnership that you are not
                              subject to any agreement, commitment, or policy of
                              any third party that would prevent you from
                              entering into or performing your duties under this
                              Agreement, and you agree that you will not enter
                              into any agreement or commitment or agree to any
                              policy that would prevent or hinder your
                              performance of duties and obligations under this
                              Agreement, including Exhibit A.

NO CONFLICTS OF INTEREST      You confirm that you have fully disclosed to the
                              Partnership and the Company, to the best of your
                              knowledge, all circumstances under which you, your
                              spouse, and your relatives (including their
                              spouses, children, and relatives) have or may have
                              a conflict of interest with the Partnership or the
                              Company. You further agree to fully disclose to
                              the Partnership any such circumstances that might
                              arise during the Term. You agree to fully comply
                              with the Partnership's policy and practices
                              relating to conflicts of interest.

                                                                    Page 3 of 15
<PAGE>
 
NO PAYMENTS TO                You will neither pay nor permit payment of any 
GOVERNMENTAL OFFICIALS        remuneration to or on behalf of any governmental
                              official other than payments required or permitted
                              by applicable law.

TERMINATION                   Subject to the provisions of this section, the
                              Partnership may terminate your employment, or you
                              may resign, except that, if you voluntarily
                              resign, you must provide the Partnership with 90
                              days' prior written notice (unless the Partnership
                              has previously waived such notice in writing or
                              authorized a shorter notice period).

         For Cause            The Partnership may terminate your employment for
                              "Cause" if you:

                                   (i)   engage in dishonesty that relates
                                   materially to the performance of services or
                                   any obligations under this Agreement,
                                   including Exhibit A;

                                   (ii)  are convicted of any misdemeanor (other
                                   than for minor infractions) involving fraud,
                                   breach of trust, misappropriation, or other
                                   similar activity or any felony;

                                   (iii) perform your duties under this
                                   Agreement in a grossly negligent manner; or

                                   (iv)  willfully breach this Agreement,
                                   including Exhibit A, in a manner materially
                                   injurious to the Partnership. An act or
                                   omission is only "willful" if you acted in
                                   bad faith or without any reasonable belief
                                   that the action or omission was in the
                                   interests of the Partnership and consistent
                                   with your duties and obligations under this
                                   Agreement.

                              Your termination for Cause under (i) and will be
                              effective immediately upon the Partnership's
                              mailing or transmission of such notice. Before
                              terminating your employment for Cause under (iii)
                              or (iv), the Partnership will specify in writing
                              to you the nature of the act, omission, refusal,
                              or failure that it deems to constitute Cause. The
                              Partnership will give you the opportunity to
                              correct the situation (and thus avoid termination
                              for Cause under (iii) or (iv)). You must complete
                              the correction within a reasonable period of time
                              after the written notice to you, and the
                              Partnership agrees to provide you no less than 15
                              days for such correction.

                                                                    Page 4 of 15
<PAGE>
 
         Without Cause        Subject to the provisions below under Payments on
                              Termination, the Partnership may terminate your
                              employment under this Agreement before the end of
                              the Term without Cause.

         Good Reason          You may resign for Good Reason with 45 days'
                              advance written notice as provided below. "Good
                              Reason" means the occurrence, without your written
                              consent, of any of the following circumstances:

                                   the Partnership's failure to perform or
                                   observe any of the material terms or
                                   provisions of this Agreement,

                                   the assignment to you of any duties
                                   inconsistent with, or any substantial
                                   diminution in, your employment status or
                                   responsibilities as in effect on the date of
                                   this Agreement,

                                   the Partnership's relocation of its corporate
                                   headquarters to a location that would
                                   increase your commuting distance by more than
                                   50 miles, based on your residence when this
                                   Agreement is executed, or

                                   a Change of Control, consisting of any one or
                                   more of the following events:

                                        a person, entity, or group (other than
                                        the Company, the Partnership, any
                                        subsidiary of either, any Company Group
                                        benefit plan, or any underwriter
                                        temporarily holding securities for an
                                        offering of such securities) acquires
                                        ownership of more than 40% of the
                                        undiluted total voting power of the
                                        Company's then-outstanding securities
                                        eligible to vote to elect members of the
                                        Board ("Company Voting Securities");

                                        consummation of a merger or
                                        consolidation of the Company into any
                                        other entity -- unless the holders of
                                        the Company Voting Securities
                                        outstanding immediately before such
                                        consummation, together with any trustee
                                        or other fiduciary holding securities
                                        under a Company Group benefit plan, hold
                                        securities that represent immediately
                                        after such merger or consolidation more
                                        than 60% of the 
                                                                    Page 5 of 15
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                                        combined voting power of the then
                                        outstanding voting securities of either
                                        the Company or the other surviving
                                        entity or its parent; or the
                                        stockholders of the Company approve (i)
                                        a plan of complete liquidation or
                                        dissolution of the Company or (ii) an
                                        agreement for the Company's sale or
                                        disposition of all or substantially all
                                        the Company's assets, and such
                                        liquidation, dissolution, sale, or
                                        disposition is consummated.

                              Even if other tests are met, a Change of Control
                              has not occurred under any circumstance in which
                              the Company files for bankruptcy protection or is
                              reorganized following a bankruptcy filing.

                              You must give notice to the Partnership of your
                              intention to resign for Good Reason within 30 days
                              after the occurrence of the event that you assert
                              entitles you to resign for Good Reason. In that
                              notice, you must specify the condition that you
                              consider provides you with Good Reason and must
                              give the Partnership an opportunity to cure the
                              condition within 30 days after your notice. If the
                              Partnership fails to cure the condition, your
                              resignation will be effective on the 45th day
                              after your notice (unless the Partnership has
                              previously waived such notice period in writing or
                              agreed to a shorter notice period).

                              You will not be treated as resigning for Good
                              Reason if the Partnership had Cause to terminate
                              your employment as of the date of your notice of
                              resignation.

         Disability           If you become "disabled" (as defined below), the
                              Partnership may terminate your employment. You are
                              "disabled" if you are unable, despite whatever
                              reasonable accommodations the law requires, to
                              render services to the Partnership for more than
                              90 consecutive days because of physical or mental
                              disability, incapacity, or illness. You are also
                              disabled if you are deemed to be disabled within
                              the meaning of the Partnership's long-term
                              disability policy as then in effect.

         Death                If you die during the Term, the Term will end as
                              of the date of your death.

                                                                    Page 6 of 15
<PAGE>
 
         Payments on          If the Partnership terminates your employment 
         Termination          for or without Cause or because of disability or
                              death or you resign, the Partnership will pay you
                              any unpaid portion of your Salary prorated through
                              the date of actual termination and any annual
                              bonuses already determined by such date but not
                              yet paid, reimburse any substantiated but
                              unreimbursed business expenses, pay any accrued
                              and unused vacation time (to the extent consistent
                              with the Partnership's policies), and provide such
                              other benefits as applicable laws or the terms of
                              the benefits require. Except to the extent the law
                              requires otherwise or as provided in the Severance
                              paragraph, neither you nor your beneficiary or
                              estate will have any rights or claims under this
                              Agreement or otherwise to receive severance or any
                              other compensation, or to participate in any other
                              plan, arrangement, or benefit, after such
                              termination.

                  Severance        In addition to the foregoing payments, if the
                                   Partnership terminates your employment
                                   without Cause or you resign for Good Reason
                                   before the end of the Term, the Partnership
                                   will

                                        pay you severance equal to your Salary,
                                        as then in effect, for 12 months in a
                                        single lump sum as soon as practicable
                                        but in any event no more than 90 days
                                        after termination;

                                        pay the premium cost for you to receive
                                        any group health coverage the
                                        Partnership must offer you under Section
                                        4980B of the Internal Revenue Code of
                                        1986 ("COBRA Coverage") for the period
                                        of such coverage;

                                        pay you, at the time the Partnership
                                        would otherwise pay your annual bonus,
                                        your pro rata share of the bonus for the
                                        year of your termination, where the pro
                                        rata factor is based on days elapsed in
                                        your year of termination till date of
                                        termination over 365, less any portion
                                        of the bonus for the year of your
                                        termination already paid; and

                                        cause any otherwise unexercisable
                                        options to purchase units in the
                                        Partnership or stock in the 

                                                                    Page 7 of 15
<PAGE>
 
                                        Company to become exercisable, subject
                                        to expiration at the end of their
                                        regular term.

                                   You are not required to mitigate amounts
                                   payable under the Severance paragraph by
                                   seeking other employment or otherwise;
                                   however, you agree to return any payments
                                   under this Severance paragraph if you fail to
                                   comply with Exhibit A. Expiration of this
                                   Agreement, whether because of notice of non-
                                   renewal or otherwise, does not constitute
                                   termination without Cause nor is it grounds
                                   for resignation with Good Reason.

ASSIGNMENT                    The Partnership may assign or otherwise transfer
                              this Agreement and any and all of its rights,
                              duties, obligations, or interests under it to

                                   the Company or any of the affiliates or
                                   subsidiaries of the Company or the
                                   Partnership or

                                   to any business entity that at any time by
                                   merger, consolidation, or otherwise acquires
                                   all or substantially all of the Company's
                                   stock or assets or the partnership units or
                                   assets of the Partnership or to which the
                                   Company or the Partnership transfers all or
                                   substantially all of its assets.

                              Upon such assignment or transfer, any such
                              business entity will be deemed to be substituted
                              for the Partnership for all purposes. Assignment
                              or transfer does not constitute termination
                              without Cause nor is it grounds for resignation
                              with Good Reason absent the occurrence of a Change
                              of Control. This Agreement binds the Partnership,
                              its successors or assigns, and your heirs and the
                              personal representatives of your estate. Without
                              the Partnership's prior written consent, you may
                              not assign or delegate this Agreement or any or
                              all rights, duties, obligations, or interests
                              under it.

SEVERABILITY                  If the final determination of an arbitrator or a
                              court of competent jurisdiction declares, after
                              the expiration of the time within which judicial
                              review (if permitted) of such determination may be
                              perfected, that any term or provision of this
                              Agreement, including any provision of Exhibit A,
                              is invalid or unenforceable, the remaining terms
                              and provisions will be unimpaired, and the invalid

                                                                    Page 8 of 15
<PAGE>
 
                              or unenforceable term or provision will be deemed
                              replaced by a term or provision that is valid and
                              enforceable and that comes closest to expressing
                              the intention of the invalid or unenforceable term
                              or provision.

AMENDMENT; WAIVER             Neither you nor the Partnership may modify, amend,
                              or waive the terms of this Agreement other than by
                              a written instrument signed by you and a duly
                              authorized representative of the General Partner.
                              Either party's waiver of the other party's
                              compliance with any provision of this Agreement is
                              not a waiver of any other provision of this
                              Agreement or of any subsequent breach by such
                              party of a provision of this Agreement.
                              
WITHHOLDING                   The Partnership will reduce its compensatory
                              payments to you for withholding and FICA taxes and
                              any other withholdings and contributions required
                              by law.
                              
THIRD PARTY  BENEFICIARY      You understand and agree that the Company is a
                              third party beneficiary of this Agreement.
                              
GOVERNING                     Law The laws of the Commonwealth of Virginia
                              (other than its conflict of laws provisions)
                              govern this Agreement.
                              
NOTICES                       Notices must be given in writing by personal
                              delivery, by certified mail, return receipt
                              requested, by telecopy, or by overnight delivery.
                              You should send or deliver your notices to the
                              Partnership's headquarters. The Partnership will
                              send or deliver any notice given to you at your
                              address as reflected on the Partnership's
                              personnel records. You and the Partnership may
                              change the address for notice by like notice to
                              the others. You and the Partnership agree that
                              notice is received on the date it is personally
                              delivered, the date it is received by certified
                              mail, the date of guaranteed delivery by the
                              overnight service, or the date the fax machine
                              confirms receipt.
                              
LEGAL FEES                    If a claim is asserted for breach of any provision
                              of this Agreement, you will be entitled to recover
                              your reasonable attorney's fees and expenses if
                              you prevail.
                              
SUPERSEDING EFFECT            This Agreement supersedes any prior oral or
                              written employment, severance, or fringe benefit
                              agreements between you and the Company or the
                              Partnership. This Agreement supersedes all prior

                                                                    Page 9 of 15
<PAGE>
 
                              or contemporaneous negotiations, commitments,
                              agreements, and writings with respect to the
                              subject matter of this Agreement. All such other
                              negotiations, commitments, agreements, and
                              writings will have no further force or effect; and
                              the parties to any such other negotiation,
                              commitment, agreement, or writing will have no
                              further rights or obligations thereunder.

If you accept the terms of this  Agreement,  please sign in the space  indicated
below. We encourage you to consult with any advisors of your choosing.

                             CAPITAL AUTOMOTIVE L.P.
                            
                            
                             General Partner:
                            
                             CAPITAL AUTOMOTIVE REIT, a Maryland real
                             estate investment trust
                            
                                      By:   /s/ THOMAS D. ECKERT
                                         ---------------------------------------
                                      Its: President and Chief Executive Officer
                                          --------------------------------------

I accept and agree to the terms of employment 
set forth in this Agreement:

    /s/  JOHN M. WEAVER
--------------------------------
      John M. Weaver 

Dated:  June 22, 1998
      ---------------------


                                                                   Page 10 of 15
<PAGE>
 
                                   Exhibit A
                                   ---------

NO COMPETITION             In consideration of your employment by the
                           Partnership and salary and benefits under this
                           Agreement, during the term of your employment, and
                           until the date one year after your employment with
                           the Company, the Partnership, or their successors,
                           assigns, affiliates, or subsidiaries (collectively,
                           the "Company Group") ends for any reason (the
                           "Restricted Period"), you agree as follows:
                         
                           The Company is a real estate investment trust formed
                           to acquire real properties owned by automobile
                           dealerships and other automotive-related businesses
                           and lease the properties to such businesses. Except
                           as provided below under Excluded Category, you will
                           not, directly or indirectly, promote, be employed by,
                           lend money to, invest in, or engage in any Competing
                           Business within the Market Area. That prohibition
                           includes, but is not limited to, acting, either
                           singly or jointly or as agent for, or as an employee
                           of or consultant to, any one or more persons, firms,
                           entities, or corporations directly or indirectly (as
                           a director, independent contractor, representative,
                           consultant, member, or otherwise) that constitutes
                           such a Competing Business. You may own up to 3% of
                           the outstanding capital stock of any corporation that
                           is actively publicly traded without violating this No
                           Competition covenant. This covenant does not preclude
                           you from being employed by any automobile dealership
                           or dealership group or other automotive- related
                           business that is a lessee or prospective lessee of
                           properties the Company or the Partnership holds or is
                           actively considering acquiring.

                           If, during the Restricted Period, you are offered and
                           want to accept employment with a business that
                           engages in activities similar to the Company's or the
                           Partnership's, you will inform the Partnership in
                           writing of the identity of the business, your
                           proposed duties with that business, and the proposed
                           starting date of that employment. You will also
                           inform that business of the terms of this Exhibit A.
                           The Partnership will analyze the proposed employment
                           and make a good faith determination as to whether it
                           would threaten the Partnership's legitimate
                           competitive interests. If the Partnership determines
                           that the proposed employment would not pose an
                           unacceptable threat to its interests, the Partnership
                           will notify you that it does not object to the
                           employment.

                                                                   Page 11 of 15
<PAGE>
 
                              You acknowledge that, during the portion of the
                              Restricted Period that follows your employment,
                              you may engage in any business activity or gainful
                              employment of any type and in any place except as
                              described above. You acknowledge that you will be
                              reasonably able to earn a livelihood without
                              violating the terms of this Agreement.

                              You understand and agree that the rights and
                              obligations set forth in this No Competition
                              section will continue for one year from the date
                              of termination of this Agreement and your
                              employment with the Partnership or the Company
                              Group.

         Excluded             This No Competition section is not intended to 
         Category             prevent you from practising solely as an attorney
                              after the termination of your employment, whether
                              you are directly employed by a Competing Business
                              or serving as outside counsel to such business.
                              You acknowledge and agree that, as counsel to the
                              Partnership, you have an ethical duty to preserve
                              attorney work product and matters subject to the
                              attorney-client privilege and to comply with
                              conflict of interest rules if advising new clients
                              on matters (i) where their interests are adverse
                              to the Partnership or the Company Group or (ii)
                              that relate to matters on which you gave advice to
                              the Partnership or the Company Group.

         Definitions

                  Competing   Competing Business means any service or financial
                  Business    product of any person or organization other than
                              the Company Group, in existence or then under
                              development, that competes or could potentially
                              compete, directly or indirectly, with any service
                              or financial product of the Company Group upon
                              which or with which you have worked for the
                              Partnership or the Company Group or about which
                              you acquire knowledge while working for the
                              Partnership or the Company Group. Competing
                              Business includes any enterprise engaged in the
                              formation or operation of real estate investment
                              trusts or other entities that invest primarily in
                              automobile dealership or automotive-related
                              properties or provide real estate financing to
                              automobile dealerships or automotive-related
                              businesses. Competing Business excludes real
                              estate investment trusts and similar entities that
                              do not engage in activities related to automotive
                              dealerships or automotive-related businesses.

                                                                   Page 12 of 15
<PAGE>
 
                  Market Area    The Market Area consists of the United States.

NO INTERFERENCE;                 During the Restricted Period, you agree that 
NO SOLICITATION                  you will not, directly or indirectly, whether
                                 for yourself or for any other individual or
                                 entity (other than the Partnership or its
                                 affiliates or subsidiaries), intentionally
                                 solicit or endeavor to entice away from the
                                 Company Group:

                                   any person  whom the  Company  Group
                                   employs (other than as your personal
                                            secretary)  or otherwise  engages to
                                            perform  services as a consultant or
                                            sales representatives; or

                                   any person or entity who is, or was,
                                   within  the  Restricted   Period,  a
                                            contractor or  subcontractor  of the
                                            Company  Group  known  to  you  or a
                                            lessee  or  prospective   lessee  of
                                            properties  the Company  Group holds
                                            or    is    actively     considering
                                            acquiring.
SECRECY

         Preserving              Your employment with the Partnership under 
         Partnership             and, if applicable, before this Agreement has 
         Confidences             given and will give you Confidential 
                                 Information (as defined below). You acknowledge
                                 and agree that using, disclosing, or publishing
                                 any Confidential Information in an unauthorized
                                 or improper manner could cause the Partnership
                                 or Company Group substantial loss and damages
                                 that could not be readily calculated and for
                                 which no remedy at law would be adequate.
                                 Accordingly, you agree with the Partnership
                                 that you will not at any time, except in
                                 performing your employment duties to the
                                 Partnership or the Company Group under this
                                 Agreement (or with the Partnership's prior
                                 written consent), directly or indirectly, use,
                                 disclose, or publish, or permit others not so
                                 authorized to use, disclose, or publish any
                                 Confidential Information that you may learn or
                                 become aware of, or may have learned or become
                                 aware of, because of your prior or continuing
                                 employment, ownership, or association with the
                                 Partnership or the Company Group or any of
                                 their predecessors, or use any such information
                                 in a manner detrimental to the interests of the
                                 Partnership or the Company Group.

         Preserving              You agree not to use in working for the 
         Others'                 Company Group and not to disclose to the
                                 Confidences Company Group any trade secrets or
                                 other 
                                                                   Page 13 of 15
<PAGE>
 
         Confidences             information you do not have the right to use or
                                 disclose and that the Company Group is not free
                                 to use without liability of any kind. You agree
                                 to promptly inform the Partnership in writing
                                 of any patents, copyrights, trademarks, or
                                 other proprietary rights known to you that the
                                 Partnership or the Company Group might violate
                                 because of information you provide.

         Confidential            "Confidential Information" includes, without 
         Information             limitation, information the Partnership or the
                                 Company Group has not previously disclosed to
                                 the public or to the trade with respect to the
                                 Partnership's or the Company Group's present or
                                 future business, operations, services,
                                 products, research, inventions, discoveries,
                                 drawings, designs, plans, processes, models,
                                 technical information, facilities, methods,
                                 trade secrets, copyrights, software, source
                                 code, systems, patents, procedures, manuals,
                                 specifications, any other intellectual
                                 property, confidential reports, price lists,
                                 pricing formulas, customer lists, financial
                                 information (including the revenues, costs, or
                                 profits associated with any of the
                                 Partnership's or the Company Group's products
                                 or services), business plans, lease structure,
                                 projections, opportunities or strategies,
                                 acquisitions or mergers, advertising or
                                 promotions, personnel matters, legal matters,
                                 any other confidential and proprietary
                                 information, and any other information not
                                 generally known outside the Partnership or the
                                 Company Group that may be of value to the
                                 Partnership or the Company Group but excludes
                                 any information already properly in the public
                                 domain. "Confidential Information" also
                                 includes confidential and proprietary
                                 information and trade secrets that third
                                 parties entrust to the Partnership or the
                                 Company Group in confidence.

                                 You understand and agree that the rights and
                                 obligations set forth in this Secrecy Section
                                 will continue indefinitely and will survive
                                 termination of this Agreement and your
                                 employment with the Partnership or the Company
                                 Group.

EXCLUSIVE PROPERTY               You confirm that all Confidential Information 
                                 is and must remain the exclusive property of
                                 the Partnership or the relevant member of the
                                 Company Group. All business records, business
                                 papers, and business documents you keep or make
                                 in the course of your employment by the
                                 Partnership relating to the Partnership or any
                                 member of the Company Group must be and remain
                                 the property of the Partnership or the relevant
                                 member of the Company Group. 
                                                                   Page 14 of 15
<PAGE>
 
                                 Upon the termination of this Agreement with the
                                 Partnership or upon the Partnership's request
                                 at any time, you must promptly deliver to the
                                 Partnership or to the relevant member of the
                                 Company Group any Confidential Information or
                                 other materials (written or otherwise) not
                                 available to the public or made available to
                                 the public in a manner you know or reasonably
                                 should recognize the Partnership did not
                                 authorize, and any copies, excerpts, summaries,
                                 compilations, records and documents you made or
                                 that came into your possession during your
                                 employment. You agree that you will not,
                                 without the Partnership's consent, retain
                                 copies, excerpts, summaries or compilations of
                                 the foregoing information and materials. You
                                 understand and agree that the rights and
                                 obligations set forth in this Exclusive
                                 Property Section will continue indefinitely and
                                 will survive termination of this Agreement and
                                 your employment with the Company Group.

MAXIMUM LIMITS                   If any of the provisions of Exhibit A are ever
                                 deemed to exceed the time, geographic area, or
                                 activity limitations the law permits, you and
                                 the Partnership agree to reduce the limitations
                                 to the maximum permissible limitation, and you
                                 and the Partnership authorize a court or
                                 arbitrator having jurisdiction to reform the
                                 provisions to the maximum time, geographic
                                 area, and activity limitations the law permits.

INJUNCTIVE RELIEF                Without limiting the remedies available to the
                                 Partnership, you acknowledge

                                     that a breach of any of the covenants in
                                     this Exhibit A may result in material
                                     irreparable injury to the Partnership and
                                     Company Group for which there is no
                                     adequate remedy at law, and

                                     that it will not be possible to measure
                                     damages for such injuries precisely.

                                 You agree that, if there is a breach or
                                 threatened breach, the Partnership or any
                                 member of the Company Group will be entitled to
                                 obtain a temporary restraining order and/or a
                                 preliminary or permanent injunction restraining
                                 you from engaging in activities prohibited by
                                 any provisions of this Exhibit A or such other
                                 relief as may be required to specifically
                                 enforce any of the covenants in this Exhibit A.

                                                                   Page 15 of 15