FORM OF

                                  CARMAX, INC.

                              EMPLOYMENT AGREEMENT

                                       FOR

                               EXECUTIVE OFFICERS



         THIS EMPLOYMENT AGREEMENT is made, entered into, and is effective as of

the 1st day of August, 2004 (the "Effective Date"), by and between CarMax, Inc.,

a Virginia Corporation, and its affiliated companies (collectively, the

"Company") and ____________________________ (the "Executive").



         WHEREAS, the Company recognizes the Executive's intimate knowledge and

experience in the business of the Company, and desires to employ the Executive

in the role of [Title] of the Company;



         WHEREAS, the Executive will develop and/or come in contact with the

Company's proprietary and confidential information that is not readily available

to the public, and which is of great importance to the Company and is treated by

the Company as secret and confidential information; and



         WHEREAS, the Company and Executive desire to agree upon the terms,

conditions, compensation and benefits of Executive's future employment; and



         WHEREAS, upon execution of this Agreement, any prior employment

agreement between the Executive and the Company and/or Circuit City Stores,

Inc., whether oral or written, will have no force and effect with respect to the

terms and conditions of Executive's employment and will be replaced and

superseded by the terms of this Agreement.



         NOW, THEREFORE, in consideration of the Executive's continued

employment and of the mutual covenants and agreements of the parties set forth

in this Agreement, and of other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto, intending to

be legally bound, agree as follows:



Article 1.  Term of Employment



         The Company hereby agrees to employ the Executive and the Executive

hereby accepts employment as [Title] of the Company, in accordance with the

terms and conditions set forth herein, for an initial period of two (2) years,

commencing as of the Effective Date of this Agreement as indicated above (the

"Initial Term"); subject, however, to earlier termination as expressly provided

herein.



         The Initial Term will automatically be extended for an additional

period of one (1) year at the end of the Initial Term, and then again each

successive year thereafter (collectively, the "Renewal Periods," which, together

with the Initial Term, constitute the "Term" of this Agreement). This Agreement

will not, however, be extended if either party gives written notice of its



<PAGE>



intent not to renew, delivered at least ninety (90) days before the end of the

Initial Term or any Renewal Period. For purposes of this Agreement, an

"Employment Year" shall mean any twelve (12) month period during the Term of

this Agreement beginning on the Effective Date or on any anniversary thereof.



Article 2.  Position and Responsibilities



         During the Term of this Agreement, the Executive agrees to serve as

[Title] of the Company. In his capacity as [Title] of the Company, the Executive

shall report directly to the [Board of Directors (for Chief Executive Officer) /

Chief Executive Officer (for Executive Vice Presidents and Senior Vice

Presidents)] and shall have the duties and responsibilities of [Title] of the

Company and such other duties and responsibilities not inconsistent with the

performance of his duties as [Title] of the Company. The Executive's work

location shall be the corporate headquarters of the Company located in the

Richmond Metropolitan Statistical Area.



Article 3.  Standard of Care



         During the term of this Agreement, Executive shall devote his full

business time, attention, knowledge and skills to the Company's business and

interests. The Executive covenants, warrants, and represents that he shall:



         (a)      Devote his best efforts and talents to the performance of his

                  employment obligations and duties for the Company;



         (b)      Exercise the highest degree of loyalty and the highest

                  standards of conduct in the performance of his duties;



         (c)      Observe and conform to the Company's by-laws and other rules,

                  regulations, and policies established or issued by the

                  Company; and



         (d)      Refrain from taking advantage, for himself or others, of any

                  corporate opportunities of the Company.



Article 4.  Other Employment



         During the Term, the Executive shall comply with the provisions of

Article 8 herein. Furthermore, during his employment, the Executive agrees to

obtain the Company's written consent before entering into any other occupation,

even if dissimilar to that of the Company. Such consent may be granted or

withheld, in the Company's absolute discretion.



Article 5.  Compensation and Benefits



         As remuneration for all services to be rendered by the Executive during

the Employment Period, and as consideration for complying with the covenants

herein, the Company shall pay and provide to the Executive the following:



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<PAGE>



         5.1. Base Salary. During the Term, the Company shall pay the Executive

a base salary ("Base Salary") in an amount established and approved by the

Compensation and Personnel Committee of the Board of Directors ("the

Compensation Committee"); provided, however, that such Base Salary shall be

established at a rate of not less than $[amount] per year. This Base Salary

shall be subject to all appropriate federal and state withholding taxes and

payable in accordance with the normal payroll practices of the Company. The

Compensation Committee shall review and adjust the Base Salary as it deems

appropriate at least annually during the Term of this Agreement; provided,

however, that Executive's Base Salary shall not be decreased without his written

consent. If adjusted, the Base Salary shall be so adjusted for all purposes of

this Agreement.



         5.2. Annual Bonus. In addition to his Base Salary, the Executive shall

be entitled to participate in the Company's Annual Performance-Based Bonus Plan

("Annual Bonus Plan"), as such program may exist from time to time during the

Term of this Agreement.



         Under the Company's Annual Bonus Plan, the Executive has the

opportunity to earn an annual bonus with respect to any fiscal year of the

Company ("Annual Bonus"). The Annual Bonus will be determined by a formula

approved each fiscal year by the Compensation Committee ("the Annual Bonus

Formula") in its sole discretion. At the beginning of each fiscal year, the

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