AMENDMENT NO. 2
                                      TO
                           ASSET PURCHASE AGREEMENT


      THIS AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this "AMENDMENT") is
made and entered into as of this 17th day of September, 1998, by and among SONIC
AUTOMOTIVE, INC., a Delaware corporation (the "BUYER"), and HMC FINANCE
CORPORATION, INC., a Florida corporation ("HMC"), HALIFAX FORD-MERCURY, INC., a
Florida corporation ("HALIFAX"), HIGGINBOTHAM AUTOMOBILES, INC., a Florida
corporation ("HAI"), HIGGINBOTHAM CHEVROLET-OLDSMOBILE, INC., a Florida
corporation ("HCO"), and SUNRISE AUTO WORLD, INC., a Florida corporation
("SUNRISE" and, together with HMC, HALIFAX, HAI, and HCO, collectively, the
"SELLERS" and each, individually, a "SELLER"), and DENNIS D.
HIGGINBOTHAM (the "STOCKHOLDER").

                                  WITNESSETH:

      WHEREAS, the parties hereto have entered into the Asset Purchase Agreement
dated as of July 7, 1998, as amended by an Amendment No. 1 and Supplement
thereto dated as of September 16, 1998 (as so amended the "ASSET PURCHASE
AGREEMENT"); capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the Asset Purchase Agreement;

      WHEREAS, pursuant to the Asset Purchase Agreement, the Buyer is obligated
to issue the Preferred Stock to Dennis D. Higginbotham, as trustee, on September
18, 1998, unless otherwise mutually agreed by the Buyer and Dennis D.
Higginbotham prior thereto;

      WHEREAS, the Buyer and Dennis D. Higginbotham have agreed that, in lieu of
the issuance of the Preferred Stock by the Buyer, the Buyer will issue to Dennis
D. Higginbotham shares of the Buyer's Class A Common Stock, par value $.01 per
share, as hereinafter provided.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the receipt and legal sufficiency of which are hereby
acknowledged, and intending to be legally bound, the parties hereto hereby agree
as follows:

      1. Amendments to the Asset Purchase Agreement. The parties hereto hereby
agree that certain provisions regarding the Purchase Price, as set forth in
Section 2.3(b) of the Asset Purchase Agreement, shall be amended as follows:

            a. Section 2.3(b)(1) of the Asset Purchase Agreement is hereby
      amended to read in its entirety as follows:



                                      




      Effective as of September 18, 1998, the Buyer shall issue and deliver to
      Dennis D. Higginbotham, as trustee u/t/a dated September 28, 1992, 485,294
      shares of the Buyer's Class A Common Stock, par value $.01 per share (the
      "COMMON SHARES").

            b. Section 2.3(b)(2) of the Asset Purchase Agreement is hereby
amended to read in its entirety as follows:

      The Buyer shall be obligated to use its reasonable best efforts to
      register under the Securities Act of 1933, as amended (the "SECURITIES
      ACT"), on or before December 31, 1998, all of the Common Shares (the
      Common Shares being sometimes hereinafter also called the "REGISTRABLE
      COMMON SHARES").

      2. By his signature below, Dennis D. Higginbotham hereby confirms, as
applicable to the Common Shares, the statements made by him in (a) the
Eligibility Questionnaire for Entities, and (b) the Certificate acknowledging
restrictions on Preferred Stock delivered pursuant to Exhibit B of the Asset
Purchase Agreement, both as delivered by him to the Buyer at the Closing on
September 16, 1998.

      3. Asset Purchase Agreement Confirmed. Except as provided in this
Amendment, the Asset Purchase Agreement is hereby confirmed, as amended hereby,
and shall continue in full force and effect.


                           [SIGNATURES ON NEXT PAGE]



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      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day, month and year first above written.

THE BUYER:                          SONIC AUTOMOTIVE, INC.


                                    By: /s/ THEODORE M. WRIGHT
                                        -----------------------------
                                        Name:  Theodore M. Wright
                                        Title: Vice President
                                    Federal Taxpayer I.D.: 51-0363307


THE SELLERS:                        HMC FINANCE CORPORATION, INC.


                                    By:
                                        -----------------------------
                                        Name:
                                        Title:
                                    Federal Taxpayer I.D.: 59-3095116

                                    HALIFAX FORD-MERCURY, INC.


                                    By:
                                        ------------------------------
                                        Name:
                                        Title:
                                    Federal Taxpayer I.D.: 59-2806650

                                    HIGGINBOTHAM AUTOMOBILES, INC.


                                    By:
                                        ------------------------------
                                        Name:
                                        Title:
                                    Federal Taxpayer I.D.: 59-3278207

                                    HIGGINBOTHAM CHEVROLET-
                                    OLDSMOBILE, INC.


                                    By:
                                        ------------------------------
                                        Name:
                                        Title:
                                    Federal Taxpayer I.D.: 59-1671876


                                      3



                            SUNRISE AUTO WORLD, INC.


                                    By:
                                        -------------------------------
                                        Name:
                                        Title:
                                    Federal Taxpayer I.D.: 59-3297730


THE STOCKHOLDER:                    /s/ DENNIS D. HIGGINBOTHAM
                                    ___________________________________(SEAL)
                                    DENNIS D. HIGGINBOTHAM



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