EXHIBIT 10.5

                              AGREEMENT

     THIS AGREEMENT dated as of the 5th day of August,  1999 (this "Agreement"),
by  and  among  SONIC   AUTOMOTIVE,   INC.,  a  Delaware   corporation   ("Sonic
Automotive"), SONIC FINANCIAL CORPORATION, a North Carolina corporation ("SFC"),
and O. BRUTON  SMITH,  an  individual  residing  in the State of North  Carolina
("Smith").

                              RECITALS:

     This Agreement is entered into based on the following facts, intentions and
understandings:

     a.       SFC and Smith own,  directly or indirectly,  all of the issued
          and outstanding  equity interests of MMR Holdings,  L.L.C., MMR Viking
          Investment Associates,  L.P. and MMR Tennessee,  L.L.C. (collectively,
          the "Mar Mar Group"); and

     b.       Sonic  Automotive  and/or  its  subsidiaries  lease  numerous
          automobile  dealership  properties from various members of the Mar Mar
          Group; and

     c.       SFC and Smith have agreed to sell (the "Sale Transaction") all
          of the issued and outstanding equity interests of the Mar Mar Group to
          CAR MMR L.L.C. ("CAR") pursuant to an Acquisition Agreement among CAR,
          SFC, Smith and the Mar Mar Group; and

     d.       CAR is requiring  as a condition  precedent to its purchase of
          the  equity  interests  of the Mar Mar Group  from SFC and Smith  that
          Sonic Automotive  enter into the so-called "Sonic  Agreement" with CAR
          (the "Sonic Agreement"),  pursuant to which, among other things, Sonic
          Automotive  would  agree  to  certain  changes  in the  various  lease
          agreements  currently in effect  between Sonic  Automotive  and/or its
          subsidiaries, as tenants, and various members of the Mar Mar Group, as
          landlords,  including  but  not  limited  to  (i)  Sonic  Automotive's
          agreement  to amend and restate  all of such leases  pursuant to a new
          standardized  form of lease to be agreed upon between Sonic Automotive
          and CAR, and (ii) Sonic  Automotive's  agreement to renew at least 75%
          of  the  current   leases   between   Sonic   Automotive   and/or  its
          subsidiaries,  as  tenant,  and  members  of the  Mar  Mar  Group,  as
          landlord, at the end of the terms of such leases.

     NOW, THEREFORE, in order to induce Sonic Automotive to enter into the Sonic
Agreement and to otherwise  participate in the Sale  Transaction,  and for other
good and  valuable  consideration,  the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:



     SECTION 1.  PAYMENT BY SFC AND SMITH TO SONIC  AUTOMOTIVE.  As  promptly as
possible after the closing of the Sale Transaction, SFC and Smith shall pay over
to Sonic  Automotive all of the profits  received by SFC and Smith from the Sale
Transaction,  less (i) the direct and indirect  expenses of the Sale Transaction
paid or incurred by SFC and Smith,  and (ii) a return of 14% annually to SFC and
Smith on their  initial  investments  in the Mar Mar Group,  net of any advances
made by Sonic Automotive to any member of the Mar Mar Group.

     SECTION 2. GENERAL  PROVISIONS.  (a) This Agreement  shall be binding upon,
inure to the benefit of, and be enforceable by the parties and their  successors
and assigns; (b) Nothing in this Agreement shall give any person, other than the
parties  and  their  successors  and  assigns,  any  rights,  remedies  or other
benefits;  (c) This  Agreement  shall not be assignable by any party without the
prior  written  consent  of  the  other  parties  hereto;   (d)  This  Agreement
constitutes the entire agreement  between the parties  pertaining to the subject
matter contained in it and supersedes all prior agreements,  representations and
understandings  with  respect  to  the  subject  matter;  (e)  No  amendment  or
modification  of this Agreement shall be binding unless in writing and signed by
each of the parties;  (f) In the event that any provision of this Agreement,  or
part  thereof,  shall  be held to be  invalid,  illegal  or  unenforceable,  the
remaining  provisions of this Agreement shall not be affected  thereby;  and (g)
This Agreement shall be governed by and construed in accordance with the laws of
the State of North Carolina.

     IN WITNESS  WHEREOF,  the  undersigned  have  executed and  delivered  this
Agreement as of the date first stated above.

                             SONIC AUTOMOTIVE, INC.


                              By:  /s/ Theodore M. Wright
                                 ---------------------------------------
                                 Theodore M. Wright, Vice President -
                                 Finance and Chief Financial Officer


                           SONIC FINANCIAL CORPORATION


                              By:  /s/ William R. Brooks
                                 ---------------------------------------
                                 William R. Brooks, Vice President



                              By: /s/ O. Bruton Smith
                                 ---------------------------------------
                              O. BRUTON SMITH