CAPITAL AUTOMOTIVE REIT
EMPLOYMENT AGREEMENT, THOMAS D. ECKERT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>2
<FILENAME>w46744ex10-5.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT, THOMAS D. ECKERT
<TEXT>

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                                                                    EXHIBIT 10.5

                                                              Employee's Copy
                                                              Partnership's Copy

                             CAPITAL AUTOMOTIVE L.P.
                              EMPLOYMENT AGREEMENT

To THOMAS D. ECKERT:

        This Agreement establishes the terms of your employment with Capital
Automotive L.P., a Delaware limited partnership (the "Partnership"). It replaces
your prior employment agreement with Capital Automotive REIT, a Maryland real
estate investment trust (the "Company"), under which the Company assigned your
agreement to the Partnership, and your prior employment agreement with the
Partnership. You remain an employee of the Company, but your primary
responsibility is as an employee of the Partnership.


EMPLOYMENT AND DUTIES           You and the Partnership agree to your employment
                                with the Partnership and to your services as
                                President and Chief Executive Officer on the
                                terms contained herein. In such position, you
                                will report directly to the Company's Board of
                                Trustees (the "Board") 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 Partnership 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
                                non-competition, secrecy, and other provisions
                                of Exhibit A to this Agreement.

TERM                            Your employment under this Agreement begins as
                                of January 1, 2001 (the "Effective Date") and
                                ends on January 1, 2004, unless it is terminated
                                sooner under this Agreement.

                                The period running from the Effective Date to
                                the date that the Agreement terminates as set
                                forth 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.

COMPENSATION

          Salary and Bonus      The Partnership (or, in its discretion, the
                                Company) will pay you an annual salary (the
                                "Salary") for 2001 at the rate of not less than
                                $370,000 in accordance with its payroll
                                practices. Your target bonus for calendar year
                                2001 will be $259,000. Each calendar year
                                thereafter while you are employed under this
                                Agreement, the Partnership or its Compensation
                                Committee will review your Salary and target
                                bonus and consider you for increases from the
                                Partnership.

          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,
                                including either a company automobile or an
                                allowance for an automobile. Your participation
                                in the Partnership's benefit plans will be
                                subject to the terms


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                                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
                                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 Company.) The
                                Partnership acknowledges that, as of the
                                Effective Date, you serve as a director of The
                                Munder Funds (a family of mutual funds) and
                                agrees that such directorship does not violate
                                the prohibition on other employment. 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.


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                                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 Company or
                                the Partnership. 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.

NO PAYMENTS TO GOVERNMENTAL     You will neither pay nor permit payment of any
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, or plead
                                                guilty or no contest to, 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 (ii)
                                 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



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                                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.

     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 or your departure from the
                                    Board (other than by your voluntary
                                    resignation or your choice not to stand for
                                    re-election),

                                    the Partnership's relocation of its
                                    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 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.



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                                    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
                                    condition or event (within 24 months if the
                                    condition or event is a Change of Control)
                                    that you assert entitles you to resign for
                                    Good Reason. In that notice, you must
                                    specify the condition or event that you
                                    consider provides you with Good Reason and
                                    (except if the condition or event is a
                                    Change of Control) must give the Partnership
                                    an opportunity to cure the condition or
                                    event 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 Board
                                    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. If the Partnership terminates
                                    your employment because you become disabled
                                    or employment terminates because of your
                                    death, any unvested restricted shares and
                                    any phantom shares previously granted to you
                                    shall become Pro Rata Vested (as defined
                                    below). 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.



          Payments on               If the Partnership terminates your
          Termination               employment for or without Cause or because
                                    of disability or death or you resign, the
                                    Partnership will pay you any unpaid portion
                                    of your Salary pro-rated 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
                                    Vesting and Other Benefits section below or
                                    in your option agreement, restricted share
                                    agreement or phantom share agreement(s),
                                    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.

          Vesting and Other         In addition to the foregoing payments, if a
          Benefits on Termination   Change of Control occurs, the Partnership
          or Change of Control      terminates your employment without Cause, or
                                    you resign for Good Reason before the end of
                                    the of the Term:



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                                        I.        all of the stock options and
                                                  restricted shares held by you
                                                  before your termination of
                                                  employment or the Change of
                                                  Control (whichever is
                                                  applicable) will become fully
                                                  vested; and

                                        II.       all of the phantom shares
                                                  credited to you before your
                                                  termination of employment or
                                                  the Change of Control
                                                  (whichever is applicable)
                                                  shall be deemed to have been
                                                  credited for three (3) years
                                                  for purposes of Section 6.3 of
                                                  the Capital Automotive Group
                                                  Phantom Share Purchase
                                                  Program; and

                                        III.      (a)  in the case of
                                                       termination without Cause
                                                       or resignation for Good
                                                       Reason, and provided that
                                                       you have not previously
                                                       received any benefit
                                                       under the following
                                                       paragraph III(b), the
                                                       Partnership will pay you
                                                       an amount equal to your
                                                       Salary, as then in
                                                       effect, for 24 months in
                                                       a single lump sum as soon
                                                       as practicable but in any
                                                       event no more than 90
                                                       days after termination;
                                                       or

                                                  (b)  in the case of a Change
                                                       of Control, the
                                                       Partnership will pay you
                                                       an amount equal to 3
                                                       times the sum of your
                                                       annual Salary, as then in
                                                       effect, plus your most
                                                       recently established
                                                       target bonus, in a single
                                                       lump sum as soon as
                                                       practicable but in any
                                                       event no more than 10
                                                       days after the Change of
                                                       Control; and

                                        IV.     the Partnership will 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 (the
                                                "Code") for the period of such
                                                coverage; and

                                         V.     the Partnership will 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
                                               (or Change of Control), where the
                                                pro rata factor is based on days
                                                elapsed in such year until the
                                                date of termination (or Change
                                                of Control) over 365, less any
                                                portion of the bonus for such
                                                year already paid.

                                    You are not required to mitigate amounts
                                    payable under the Vesting and Other Benefits
                                    paragraphs by seeking other employment or
                                    otherwise; however, of the foregoing
                                    benefits, an amount equal to two hundred
                                    percent of your annual Salary is being
                                    provided as consideration for your
                                    compliance with the requirements of Exhibit
                                    A. Consequently, you agree to return such
                                    amount 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.


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                                    In addition to the foregoing, if this
                                    Employment Agreement is not renewed by the
                                    Partnership on or before January 1, 2004,
                                    and the Partnership at any time thereafter
                                    terminates your employment without Cause or
                                    you resign for Good Reason, (i) any unvested
                                    restricted shares granted prior to or during
                                    the Term and held by you before your
                                    termination of employment will become vested
                                    to the extent of the ratio of the number of
                                    days that you have been employed by the
                                    Partnership or the Company since the date
                                    they were granted and the total number of
                                    days of employment otherwise required for
                                    them to fully vest (determined separately
                                    for each grant), and (ii) all of the phantom
                                    shares granted prior to or during the Term
                                    and credited to you before your termination
                                    of employment will be deemed to have been
                                    credited for three (3) years for the
                                    purposes of Section 6.3 of the Capital
                                    Automotive Group Phantom Share Purchase
                                    Program to the extent of the ratio of the
                                    number of days that you have been employed
                                    by the Partnership or the Company since the
                                    date they were granted and the three (3)
                                    years of employment otherwise required for
                                    them to fully vest for purposes of that
                                    section (determined separately for each
                                    grant). The pro rata vesting and crediting
                                    referenced in (i) and (ii) in the foregoing
                                    sentence are referred to herein as "Pro Rata
                                    Vested."

          Internal Revenue Code     If you become entitled to any benefits under
          Section 280G              this Agreement (the "Agreement Benefits"),
                                    and any of those benefits will be subject to
                                    the tax (the "Excise Tax") imposed by
                                    Section 4999 of the Code (or any similar tax
                                    that may hereafter be imposed), the
                                    Partnership will pay to you an additional
                                    amount (the "Gross-up Payment") such that
                                    the net amount retained by you, after
                                    deduction of any Excise Tax on the total
                                    benefits received by you and any federal,
                                    state and local income tax and Excise Tax on
                                    the Gross-up Payment provided for by this
                                    section, but before deduction for any
                                    federal, state or local income tax on the
                                    Agreement Benefits, will be equal to the
                                    total benefits that you would have received
                                    had the Excise Tax not been applicable and
                                    the Gross-up Payment not paid.
                                    Notwithstanding the foregoing, you and the
                                    Partnership agree to in good faith take any
                                    reasonable actions, at no cost to either
                                    party, to minimize or avoid application of
                                    the Excise Tax.

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


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                                    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 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 of the Partnership.
                                    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.

PAYMENTS AND BENEFITS UPON          If, at the time of your death, the
DEATH                               Partnership owes you any payments or other
                                    benefits as a result of termination of your
                                    employment, resignation, a Change of
                                    Control, or your Disability, all of those
                                    payments and benefits shall become due and
                                    payable to your estate to the same extent,
                                    at the same times, and subject to the same
                                    terms as they would have been due and
                                    payable to you but for your death. Further,
                                    any payments or other benefits that become
                                    due on account of your death shall be paid
                                    to your estate.




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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.

ARBITRATION                         Any disputes between the Partnership and you
                                    in any way concerning your employment, the
                                    termination of your employment, this
                                    Agreement or its enforcement shall be
                                    submitted at the initiative of either party
                                    to binding arbitration in the Washington
                                    Metropolitan area before a single arbitrator
                                    pursuant to the Rules for Resolution of
                                    Employment Disputes of the American
                                    Arbitration Association, or its successor,
                                    then in effect. The decision of the
                                    arbitrator shall be rendered in writing,
                                    shall be final, and may be entered as a
                                    judgment in any court in the Commonwealth of
                                    Virginia. The Partnership and you each
                                    irrevocably consents to the jurisdiction of
                                    the federal and state courts located in
                                    Virginia for this purpose. Each party shall
                                    be responsible for its or his own costs
                                    incurred in such arbitration and in
                                    enforcing any arbitration award, including
                                    attorney's fees, provided, however, that you
                                    will be entitled to recover your reasonable
                                    attorney's fees and expenses if you prevail.
                                    Notwithstanding the foregoing, the
                                    Partnership, in its sole discretion, may
                                    bring an action in any court of competent
                                    jurisdiction to seek injunctive relief and
                                    such other relief as it shall elect to
                                    enforce your obligations in Exhibit A.

SUPERSEDING EFFECT                  This Agreement supersedes any prior oral or
                                    written employment or severance agreements
                                    between you and the Company or the
                                    Partnership. This Agreement supersedes all
                                    prior 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.



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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/ JOHN M. WEAVER
                                   -------------------------------------
                               Its: Vice President and General Counsel
                                   -------------------------------------


                               SEEN & AGREED TO:

                               CAPITAL AUTOMOTIVE REIT



                               By: /S/ JOHN M. WEAVER
                                   --------------------------------------
                               Its: Vice President and General Counsel
                                   --------------------------------------

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

/s/ THOMAS D. ECKERT
-------------------------------
Thomas D. Eckert

Dated: February 28, 2001
      -------------------------



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                                                   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 except as set forth below,
                                    until the date two years 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. 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.

                                    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 two years from the
                                    date of termination of this Agreement and
                                    your employment with the Partnership or the
                                    Company Group.




                                                                              11
<PAGE>   12



DEFINITIONS

               Competing            Competing Business means any service or
               Business             financial 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.

               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 Company        Your employment with the Partnership under
          Confidences               and, if applicable, before this Agreement
                                    has 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.



                                                                              12
<PAGE>   13
          Preserving Others'        You agree not to use in working for the
          Confidences               Company Group and not to disclose to the
                                    Company Group any trade secrets or other
                                    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 Information  "Confidential Information" includes, without
                                    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, prospects,
                                    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
                                    Confidential that third parties entrust to
                                    the Partnership or the Company Information
                                    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. 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.


                                                                              13
<PAGE>   14



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.



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