Employment Agreement - AmeriCredit Corp. and Edward H. Esstman


                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT


     THIS AGREEMENT, dated and effective as of October 15, 1996, is made and
entered into by and between AmeriCredit Corp., a Texas corporation, having an
office at 200 Bailey Avenue, Fort Worth, Texas  76107 (hereinafter referred to
as 'Employer'), AmeriCredit Financial Services, Inc., a wholly-owned subsidiary
of Employer ('Subsidiary'), and EDWARD H. ESSTMAN (hereinafter referred to as
'Employee').

     WHEREAS, Employee is employed by Employer in the capacity of Senior Vice
President and Chief Credit Officer and by Subsidiary in the capacity of
Executive Vice President, Director of Consumer Finance Operations, and Employee
has agreed to continue as an employee of Employer and of Subsidiary pursuant to
the terms of this Agreement.

     WHEREAS, Employer and Subsidiary desire that Employee continue as an
executive of Employer and Subsidiary to provide the necessary leadership and
management skills that are important to the success of Employer and Subsidiary. 
Employer and Subsidiary believe that retaining Employee's services as an
executive and the benefits of his business experience are of material importance
to Employer and Subsidiary.

     WHEREAS, Employer, Subsidiary and Employee have previously entered into
that certain Employment Agreement dated and effective as of May 20, 1993 (the
'Prior Agreement').  The parties hereto now desire to amend and restate the
terms and provisions of the Prior Agreement and to set forth their agreements
herein.

     NOW, THEREFORE, in consideration of Employee's employment by Employer and
Subsidiary and the mutual promises and covenants contained herein, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto intend by
this Agreement to amend and restate the prior Agreement and specify the terms
and conditions of Employee's employment relationship with Employer and
Subsidiary and the post-employment obligations of Employee.

 1.  GENERAL DUTIES OF EMPLOYER AND EMPLOYEE:

     1.1.  Employer and Subsidiary agree to employ Employee and Employee agrees
to accept employment and to serve in the capacities of Senior Vice President and
Chief Credit Officer of Employer and as Executive Vice President, Director of
Consumer Finance Operations of Subsidiary upon the terms and conditions set
forth herein.  The duties and responsibilities of Employee shall include such
duties as may from time-to-time be assigned to Employee by the Boards of
Directors of Employer and Subsidiary, any duly authorized committees thereof or
an authorized officer 



of Employer or Subsidiary.  The executive capacity that Employee shall hold 
during the term hereof shall be those positions determined by the Boards of 
Directors of Employer and/or Subsidiary or any duly authorized committees 
thereof from time-to-time in their sole discretion.  The initial positions 
that Employee shall hold (until such time as such positions may be changed as 
aforesaid) shall be the positions of Senior Vice President and Chief Credit 
Officer of Employer and Executive Vice President, Director of Consumer 
Finance Operations of Subsidiary.

     1.2.  While employed hereunder, Employee shall obey the lawful directions
of the Boards of Directors of Employer and Subsidiary, any duly authorized
committees thereof or any authorized officers of Employer or Subsidiary and
shall use his best efforts to promote the interests of Employer and Subsidiary
and to maintain and to promote the reputation thereof.  While employed
hereunder, Employee shall devote his time, efforts, skills and attention to the
affairs of Employer and Subsidiary in order that he shall faithfully perform his
duties and obligations hereunder and such as may be assigned to or vested in him
by the Boards of Directors of Employer and Subsidiary, any duly authorized
committees thereof or any duly authorized officer of Employer or Subsidiary.

     1.3.  During the term of this Agreement, Employee may from time to time
engage in any businesses or activities that do not compete directly and
materially with Employer or Subsidiary and any of their subsidiaries, provided
that such businesses or activities do not materially interfere with his
performance of the duties assigned to him in compliance with this Agreement by
the Boards of Directors of Employer and Subsidiary, any duly authorized
committees thereof or any authorized officer of Employer or Subsidiary.  In any
event, Employee is permitted to (i) invest his personal assets as a passive
investor in such form or manner as will not contravene the best interests of
Employer or Subsidiary, (ii) participate in various charitable efforts, or (iii)
serve as a director or officer of any other entity or organization when such
position has previously been approved by the Boards of Directors of Employer and
Subsidiary.

2.   COMPENSATION AND BENEFITS.

     2.1.  As compensation for services to Employer and Subsidiary, Employer
shall pay to Employee during the term of this Agreement a salary at an annual
rate to be fixed from time to time by the Board of Directors of Employer or any
duly authorized committee thereof, which annual rate shall in no event be less
than $211,200.00 per annum.

     The salary shall be payable in equal biweekly installments, subject only to
such payroll and withholding deductions as may be required by law and other
deductions applied generally to employees of Employer for insurance and other
employee benefit plans.  The Board of Directors of Employer, or any authorized


                                    -2-



committee or officer of Employer, shall review Employee's overall annual
compensation at least annually, with a view to ascertaining the adequacy thereof
and such compensation may be increased by the Board of Directors of Employer
from time to time by an amount that in the opinion of the Board of Directors of
Employer is justified by Employee's performance.  In addition, Employee shall be
eligible to receive cash bonuses or other incentive compensation as may be
determined by the Board of Directors of Employer from time-to-time.

     2.2.  Upon Employee furnishing to Employer customary and reasonable
documentary support (such as receipts or paid bills) evidencing costs and
expenses incurred by him in the performance of his services and duties hereunder
(including, without limitation, travel and entertainment expenses) and
containing sufficient information to establish the amount, date, place and
essential character of the expenditure, Employee shall be reimbursed for such
costs and expenses in accordance with Employer's normal expense reimbursement
policy.  Employee shall be entitled to participate in all group life, health and
medical insurance plans, stock option plans and other stock programs and
compensation plans and such other benefits, plans or programs as may be from
time to time specifically adopted and approved by Employer for Employee and/or
for employees generally.

     2.3.  Employee shall be entitled to such vacation (in no event less than
three weeks per year), holiday, and (subject to the provisions of Section 6.3
hereof) other paid or unpaid leave of absence as is consistent with Employer's
normal policies or as otherwise approved by the Board of Directors of Employer.

     2.4.  As long as this Agreement is in effect, Employer agrees to provide
and maintain life insurance coverage on the life of Employee in the face amount
of $500,000, with proceeds thereunder payable to such beneficiaries as Employee
may designate, and Employer agrees to pay all premiums on such policy.  Coverage
shall continue throughout the employment term hereof.  Such coverage may consist
of term, whole life or any other form of life insurance coverage selected by
Employer and may be with such insurers as Employee may select, provided that
such insurer is reasonably satisfactory to Employer.

     2.5.  While Employee is employed hereunder, Employer agrees to provide an
allowance to Employee of $5,000 per annum for costs and expenses incurred by
Employee for professional legal and/or accounting services rendered personally
to Employee, which amount shall be paid to Employee on December 1 of each year
(or such earlier time that Employee and Employer may otherwise agree).

3.   PRESERVATION OF BUSINESS; FIDUCIARY RESPONSIBILITY;

     Employee shall use his best efforts to preserve the business and
organization of Employer and Subsidiary, to keep available to Employer and
Subsidiary the services of present employees and to 


                                    -3-



preserve the business relations of Employer and Subsidiary with dealers, 
retailers, suppliers, distributors, customers and others.  The Employee shall 
not commit any act, or in any way assist others to commit any act, that would 
injure Employer or Subsidiary.  So long as the Employee is employed by 
Employer or Subsidiary, Employee shall observe and fulfill proper standards 
of fiduciary responsibility attendant upon his service and office.

4.   EMPLOYEE'S OBLIGATION TO REFRAIN FROM USING OR DISCLOSING INFORMATION:

     4.1.  As part of Employee's fiduciary duties to Employer and Subsidiary,
Employee agrees, both during the term of this Agreement and thereafter, to
protect, preserve the confidentiality of and safeguard Employer's and
Subsidiary's secret or confidential information, knowledge, ideas, concepts,
improvements, discoveries and inventions, and, except as may be expressly
required by Employer, Employee shall not, either during his employment by
Employer or Subsidiary or thereafter, directly or indirectly, use for his own
benefit or for the benefit of another, or disclose to another, any of such
information, ideas, concepts, improvements, discoveries or inventions.

     4.2.  Upon termination of his employment with Employer and Subsidiary, or
at any other time upon request, Employee shall immediately deliver to Employer
all documents embodying any of Employer's or Subsidiary's secret or confidential
information, ideas, concepts, improvements, discoveries and inventions.

5.   INITIAL TERM; EXTENSIONS OF THE TERM:

     5.1.  The term of this Agreement shall commence on the effective date
hereof and shall end on October 31, 2001.

     5.2.  The term of this Agreement shall automatically be extended for
additional one-year periods commencing on November 1, 1997 and on each November
1 thereafter, unless either Employee or Employer gives written notice to the
other on or before September 1, 1997 or any September 1 thereafter of his or its
intention not to extend this Agreement.

6.   TERMINATION OTHER THAN BY EXPIRATION OF THE TERM:  Employer or Employee may
terminate Employee's employment under this Agreement at any time, but only on
the following terms:

     6.1.  Employee may terminate his employment under this Agreement at any
time upon at least ninety (90) days' prior written notice to Employer.

     6.2.  Employer may terminate Employee's employment under this Agreement at
any time, without prior notice, for 'due cause' upon the good faith
determination by the Board of Directors of 


                                    -4-



Employer or Subsidiary that 'due cause' exists for the termination of the 
employment relationship.  As used herein, the term 'due cause' shall mean any 
of the following events:

       (i)  any intentional misapplication by Employee of Employer's or
Subsidiary's funds, or any other act of dishonesty injurious to Employer or
Subsidiary committed by Employee; or

      (ii)  Employee's conviction of a crime involving moral turpitude; or

     (iii)  Employee's use or possession of any controlled substance or abuse of
alcoholic beverages; or

      (iv)  Employee's breach, non-performance or non-observance of any of the
terms of this Agreement if such breach, non-performance or non-observance shall
continue beyond a period of ten (10) days immediately after notice thereof by
Employer to Employee; or

       (v)  any other action by the Employee involving willful and deliberate
malfeasance or gross negligence in the performance of Employee's duties.

     6.3.  In the event Employee is incapacitated by accident, sickness or
otherwise so as to render Employee mentally or physically incapable of
performing the services required under SECTION 1 of this Agreement for a period
of one hundred eighty (180) consecutive days, and such incapacity is confirmed
by the written opinion of two (2) practicing medical doctors licensed by and in
good standing in the state in which they maintain offices for the practice of
medicine, upon the expiration of such period or at any time reasonably
thereafter, Employer may terminate Employee's employment under this Agreement
upon giving Employee or his legal representative written notice at least thirty
(30) day's prior to the termination date.  In addition to the foregoing, this
Agreement shall terminate immediately upon the death of Employee.

     Employee agrees, after written notice by the Board of Directors of Employer
or Subsidiary, a duly authorized committee thereof or any officer of Employer or
Subsidiary, to submit to examinations by such practicing medical doctors
selected by the Board of Directors of Employer or Subsidiary, a duly authorized
committee thereof or any officer of Employer or Subsidiary.

     6.4.  Employer may terminate Employee's employment under this Agreement at
any time for any reason whatsoever, even without 'due cause,' by giving a
written notice of termination to Employee, in which case the employment
relationship shall terminate immediately upon the giving of such notice.

7.   EFFECT OF TERMINATION:


                                    -5-



     7.1.  In the event the employment relationship is terminated (a) by
Employee upon ninety (90) days' written notice pursuant to Section 6.1 hereof,
(b) by Employer for 'due cause' pursuant to Section 6.2 hereof, or (c) by
Employee breaching this Agreement by refusing to continue his employment and
failing to give the requisite ninety (90) days' written notice, all compensation
and benefits shall cease as of the date of termination, other than: (i) those
benefits that are provided by retirement and benefit plans and programs
specifically adopted and approved by Employer or Subsidiary for Employee that
are earned and vested by the date of termination, and (ii) Employee's pro rata
annual salary plus all earned and vested bonuses through the date of
termination.  Employee's right to exercise stock options and Employee's rights
in other stock plans, if any, shall remain governed by the terms and conditions
of the appropriate stock plan.

     7.2.  If Employee's employment relationship is terminated pursuant to
Section 6.3 hereof due to Employee's incapacity or death, Employee (or, in the
event of Employee's death, Employee's legal representative) will be entitled to
those benefits that are provided by retirement and benefits plans and programs
specifically adopted and approved by Employer or Subsidiary for Employee that
are earned and vested at the date of termination and, even though no longer
employed by Employer or Subsidiary, shall continue to receive the salary
compensation (payable in the manner as prescribed in the second sentence of
Section 2.1) for one (1) year following the date of termination.  Employee (or,
in the event of Employee's death, Employee's legal representative) shall not,
however, be entitled to any bonuses not yet paid at the date of the termination
of employment.  Employee's right to exercise stock options and Employee's rights
in other stock plans, if any, shall remain governed by the terms and conditions
of the appropriate stock plans.

     7.3.  If Employer (i) terminates the employment of Employee other than
pursuant to Section 6.2 hereof for 'due cause' or other than for a disability or
death pursuant to Section 6.3 hereof, (ii) demotes Employee to a nonexecutive
position, or (iii) decreases Employee's salary or reduces the employee benefits
and perquisites below the level provided for by the terms of Section 2 hereof,
other than as a result of any amendment or termination of any employee and/or
executive benefit plan or arrangement, which amendment or termination is
applicable to all employees of Employer or Subsidiary, then such action by
Employer, unless consented to in writing by Employee, shall be deemed to be a
constructive termination by Employer of Employee's employment (a 'Constructive
Termination').  In the event of a Constructive Termination, Employee shall be
entitled to receive, in a lump sum within 30 days after the date of the
Constructive Termination, an amount equal to the remainder of Employee's current
year's salary (undiscounted) plus the present value (employing a discount rate
of 8%) of two additional years salary in effect immediately prior to the event
giving rise to the 


                                    -6-



Constructive Termination.  For purposes of this Section 7.3, the term 
'salary' shall mean the sum of (i) the annual rate of compensation, excluding 
any bonuses, provided to Employee under Section 2.1 hereof immediately prior 
to the event giving rise to the Constructive Termination, plus (ii) the 
average annual cash bonuses or other cash incentive compensation paid to 
Employee by Employer for the three years in the three year period immediately 
preceding the year in which there shall occur a Constructive Termination.  In 
the event of such Constructive Termination, all other rights and benefits 
Employee may have under the employee benefit plans and arrangements of 
Employer generally shall be determined in accordance with the terms and 
conditions of such plans and arrangements.

8.   CHANGE OF CONTROL:

     8.1  Notwithstanding anything to the contrary otherwise provided herein, if
a 'change of control' (as defined below) of Employer occurs and within twelve
(12) months from the date of such 'change of control', Employee voluntarily
terminates the employment relationship under this Agreement by giving ninety
(90) days' written notice to Employer and Subsidiary under Section 6.1 hereof or
within such twelve (12) month period Employer or Subsidiary gives written notice
to Employee to terminate Employee's employment relationship without 'due cause'
pursuant to Section 6.4, then Employee, even though no longer employed by
Employer, shall be entitled to earned and vested bonuses at the date of
termination plus a payment in the amount of the remainder of Employee's current
year's salary (undiscounted) plus the present value (employing a discount rate
of 8%) of two additional years' salary, based on the salary in effect
immediately prior to the 'change of control', payable at the option of the
Employee in either a lump sum within 30 days after the date of termination or
annually over a three-year period.  For purposes of this Section 8.1, the term
'salary' shall mean the sum of (i) the annual rate of compensation provided to
Employee under Section 2.1 hereof immediately prior to the 'change of control',
plus (ii) the average annual cash bonuses or other cash incentive compensation
paid to Employee by Employer for the three years in the three year period
immediately preceding the year in which there shall occur a 'change of control'.
Employee's right to exercise stock options and Employee's rights in other stock
plans, if any, shall remain governed by the terms and conditions of the
appropriate stock plan.  'Change of control' shall be deemed to have occurred if
(i) any 'person' (as such term is used in Section 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934), becomes the beneficial owner, directly or
indirectly, of securities of Employer representing 30% or more of the combined
voting power of Employer's then outstanding securities, (ii) during any period
of 12 months, individuals who at the beginning of such period constitute the
Board of Directors of Employer cease for any reason to constitute a majority
thereof unless the election, or the nomination for election by Employer's
stockholders of each new director was approved by a vote of at least a majority
of the 


                                    -7-



directors then still in office who were directors at the beginning of the 
period or (iii) a person (as defined in clause (i) above) acquires (or, 
during the 12-month period ending on the date of the most recent acquisition 
by such person or group or persons, has acquired) gross assets of Employer 
that have an aggregate fair market value greater than or equal to over 50% of 
the fair market value of all of the gross assets of Employer immediately 
prior to such acquisition or acquisitions.

     8.2.  Notwithstanding any other provision of this Agreement, if (a) there
is a change in the ownership or effective control of Employer or in the
ownership of a substantial portion of the assets of Employer [within the meaning
of Section 280G(b)(2)(A) of the Internal Revenue Code (the 'Code')], and (b) the
payments otherwise to be made pursuant to Section 8.1 and any other payments or
benefits otherwise to be paid to Employee in the nature of compensation to be
received by or for the benefit of Employee and contingent upon such event (the
'Termination Payments') would create an 'excess parachute payment' within the
meaning of Section 280G of the Code, then Employer shall make the Termination
Payments in substantially equal installments, the first installment being due
within thirty days after the date of termination and each subsequent installment
being due on January 31 of each year, such that the aggregate present value of
all Termination Payments, whether pursuant to this Agreement or otherwise, will
be as close as possible to, but not exceed, 299% of the Employee's base amount,
within the meaning of Section 280G.

9.   EMPLOYEE'S NON-COMPETITION OBLIGATION:

     9.1.  Employee acknowledges and agrees that he serves in a special 
capacity for Employer and Subsidiary pursuant to which he will acquire unique 
knowledge of the operations and business of Employer and Subsidiary and, as 
such, will not be engaged in a common calling.  During the existence of 
Employee's employment by Employer and Subsidiary hereunder and, if the 
employment of Employee is terminated by Employer for any reason pursuant to 
Section 6.2 or Employee voluntarily terminates his employment pursuant to 
Section 6.1 (unless such voluntary termination occurs within twelve months 
after a 'change in control', as defined in Section 8.1), for a period of 
three (3) years from the date on which he shall cease to be employed by 
Employer or Subsidiary, Employee shall not, acting alone or in conjunction 
with others, directly or indirectly, and whether as principal, agent, 
officer, director, partner, employee, consultant, broker, dealer or 
otherwise, in any of the Business Territories (as defined below), engage in 
any business in competition with the business conducted by Employer, 
Subsidiary or any subsidiary of Employer or Subsidiary, whether for his own 
account or otherwise, or solicit, canvass or accept any business or 
transaction for or from any other company or business in competition with 
such business of Employer or Subsidiary in any of the Business Territories.  
For purposes hereof, the term 'Business Territories' means the 

                                    -8-



geographical regions within the geographic borders of each State in which 
Employer or Subsidiary is doing business during the term of this Agreement 
and (in the case of post-employment non-competition obligations) at the date 
of the termination of Employee's employment with Employer and Subsidiary and 
any State in which Employer had reasonable prospects of engaging in business 
during the three-year noncompetition period following termination of 
employment.

     9.2.  It is the desire and intent of the parties that the provisions of
Section 9.1 shall be enforced to the fullest extent permissible under the laws
and public policies of the State of Texas.  Accordingly, if any particular
portion of Section 9.1 shall be adjudicated to be invalid or unenforceable,
Section 9.1 shall be deemed amended to (i) reform the particular portion to
provide for such maximum restrictions as will be valid and enforceable or if
that is not possible, then (ii) delete therefrom the portion thus adjudicated to
be invalid or unenforceable.

10.  OBLIGATIONS TO REFRAIN FROM COMPETING UNFAIRLY:

     10.1.  In addition to the other obligations agreed to by Employee in this
Agreement, Employee agrees that during his employment with Employer or
Subsidiary and following the termination of his employment by Employer and
Subsidiary he shall not at any time, directly or indirectly, (a) induce, entice,
or solicit any employee of Employer or Subsidiary to leave his employment, or
(b) contact, communicate or solicit any customer of Employer or Subsidiary
derived from any customer list, customer lead, mail, printed matter or other
information secured from Employer, Subsidiary or their present or past
employees, or (c) in any other manner use any customer lists or customer leads,
mail, telephone numbers, printed material or material of Employer or Subsidiary
relating thereto.

11.  MISCELLANEOUS:

     11.1.  All notices and other communications required or permitted hereunder
or necessary or convenient in connection herewith shall be in writing and shall
be deemed to have been given when mailed by registered mail or certified mail,
return receipt requested, as follows (provided that notice of change of address
shall be deemed given only when received):

     If to Employer or Subsidiary, then notice must be given to both:

     AmeriCredit Corp.
     200 Bailey Avenue
     Fort Worth, Texas  76107
     Attention: Chairman
                and
     AmeriCredit Financial Services, Inc.



                                    -9-



          200 Bailey Avenue
     Fort Worth, Texas 76107
     Attention: President

     If to Employee, to:

     Edward H. Esstman
     200 Bailey Avenue
     Fort Worth, Texas 76107

or to such other names or addresses as Employer, Subsidiary or Employee, as the
case may be, shall designate by notice to the other party hereto in the manner
specified in this Section 10.1.

     11.2.  This Agreement shall be binding upon and inure to the benefit of
Employer, its successors, legal representatives and assigns, and upon Employee,
his heirs, executors, administrators, representatives and assigns.  Employee
agrees that his rights and obligations hereunder are personal to him and may not
be assigned without the express written consent of Employer and Subsidiary.

     11.3.  This Agreement replaces and merges all previous agreements and
discussions relating to the same or similar subject matters between Employee,
Employer and Subsidiary with respect to the subject matter of this Agreement,
including, without limitation, that certain Employment Agreement, dated and
effective as of May 20, 1993, by and between Employer and Employee.  This
Agreement may not be modified in any respect by any verbal statement,
representation or agreement made by any employee, officer, or representative of
Employer or Subsidiary or by any written agreement unless signed by an officer
of Employer who is expressly authorized by Employer to execute such document.

     11.4.  (a)  If any provision of this Agreement or application thereof to
anyone or under any circumstances shall be determined to be invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provisions or applications of this Agreement which can be given effect without
the invalid or unenforceable provision or application.

            (b)  Without intending to limit the remedies available to Employer
or Subsidiary, it is mutually understood and agreed that Employee's services are
of a special, unique, unusual, extraordinary and intellectual character giving
them a peculiar value, the loss of which cannot be reasonably or adequately
compensated in damages in an action at law, and, therefore, in the event of a
breach by Employee, Employer shall be entitled to equitable relief by way of
injunction or otherwise.

            (c)  Employee acknowledges that Sections 4, 9 and 10 are expressly
for the benefit of Employer and Subsidiary, that Employer and Subsidiary would
be irreparably injured by a 


                                    -10-



violation of Section 4, 9 and/or 10 and that Employer or Subsidiary would 
have no adequate remedy at law in the event of such violation.  Therefore, 
Employee acknowledges and agrees that injunctive relief, specific performance 
or any other appropriate equitable remedy (without any bond or other security 
being required) are appropriate remedies to enforce compliance by Employer 
with Section 4, Section 9 and Section 10.

     11.5.  Employee acknowledges that, from time to time, Employer or
Subsidiary may establish, maintain and distribute employee manuals or handbooks
or personnel policy manuals, and officers or other representatives of Employer
or Subsidiary may make written or oral statements relating to personnel policies
and procedures.  Such manuals, handbooks and statements are intended only for
general guidance.  No policies, procedures or statements of any nature by or on
behalf of Employer or Subsidiary (whether written or oral, and whether or not
contained in any employee manual or handbook or personnel policy manual), and no
acts or practices of any nature shall be construed to modify this Agreement or
to create express or implied obligations of any nature to Employee.

     11.6.  The laws of the State of Texas will govern the interpretation,
validity and effect of this Agreement without regard to the place of execution
or the place for performance thereof, and Employer and Employee agree that the
state and federal courts situated in Tarrant County, Texas shall have personal
jurisdiction over Employer and Employee to hear all disputes arising under this
Agreement.  This Agreement is to be at least partially performed in Tarrant
County, Texas, and, as such, Employer and Employee agree that venue shall be
proper with the state or federal courts in Tarrant County, Texas to hear such
disputes.  In the event either Employer or Employee is not able to effect
service of process upon the other with respect to such disputes, Employer and
Employee expressly agree that the Secretary of State for the State of Texas
shall be an agent of Employer and/or the Employee to receive service of process
on behalf of Employer and/or the Employee with respect to such disputes.

12.  ADDITIONAL INSTRUMENTS:

     Employee and Employer shall execute and deliver any and all additional
instruments and agreements that may be necessary or proper to carry out the
purposes of this Agreement.



                                    -11-



     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
executed this Agreement as of the date first written above.

WITNESS:                               AmeriCredit Corp.

                                       By:
------------------------------            ----------------------------------
Gerald W. Haddock, Chairman               Clifton H. Morris, Jr.
of the Stock Option/                      Chairman, President and
Compensation Committee of                 Chief Executive Officer
AmeriCredit Corp.


                                          AmeriCredit Financial
                                             Services, Inc.

                                       By:
                                          ----------------------------------
                                          Michael R. Barrington
                                          President and Chief
                                          Operating Officer



                                       EMPLOYEE

                                       By:
                                          ----------------------------------
                                          Edward H. Esstman





                                    -12-