Employment Agreement - AmeriCredit Corp. and Edward H. Esstman


                    AMENDMENT NO. 1 TO AMENDED AND RESTATED 
                              EMPLOYMENT AGREEMENT


     THIS AMENDMENT NO. 1, dated as of May 1, 1997, is made and entered into by
and between AmeriCredit Corp., a Texas corporation ('Employer'), AmeriCredit
Financial Services, Inc., a Delaware corporation ('Subsidiary'), both having an
office at 200 Bailey Avenue, Fort Worth, Texas  76107, and Edward H. Esstman, an
executive employee of Employer and Subsidiary (hereinafter referred to as
'Executive').

     WHEREAS, Employer, Subsidiary and Executive have previously entered into
that certain Amended and Restated Employment Agreement dated as of October 15,
1996 (the 'Employment Agreement').

     WHEREAS, since the execution of the Employment Agreement, due to the growth
and financial success of Employer, the responsibilities and compensation of
Executive have increased above the provisions and levels set forth in the
Employment Agreement; Employer and Executive desire to amend certain provisions
of the Employment Agreement to reflect such changes and to better specify the
terms and conditions of Executive's employment relationship with Employer.

     NOW, THEREFORE, in consideration of Executive's continued employment by
Employer and the mutual promises and covenants contained herein, the receipt and
sufficiency of which is hereby acknowledged, Employer and Executive intend by
this Amendment No. 1 to modify and amend the Employment Agreement as herein
provided.

     1.   AMENDMENT TO SECTION 1.1 - 'GENERAL DUTIES OF EMPLOYER AND EMPLOYEE.' 
The first and last sentences of Section 1.1 are hereby amended and modified so
as to reflect Executive's current position as Executive Vice President - Auto
Finance Division of Employer and President and Chief Operating Officer of
Subsidiary (until such time as such positions may be changed as provided in
Section 1.1).

     2.   AMENDMENT TO SECTION 2.1 - 'COMPENSATION AND BENEFITS.'  The first
sentence of Section 2.1 is hereby amended and modified so as to reflect
Executive's current salary as $300,000 per annum.

     3.   AMENDMENT TO SECTION 7.3 - 'EFFECT OF TERMINATION.'  The first
sentence of Section 7.3 is hereby amended to read in its entirety as follows:

     If Employer (i) terminates the employment of Executive 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 the Executive to a
     nonexecutive position, or (iii) decreases Executive's salary below its then
     current level, as such salary level may have been increased from time to
     time above the initial level specified in Section 2.1 hereof, as amended,
     or reduces the employee benefits and perquisites below the levels 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 executives
     of Employer, then such action by Employer, 



     unless consented to in writing by Executive, shall be deemed to be a 
     constructive termination by Employer of Executive's employment (a 
     'Constructive Termination').

     4.   EFFECT OF AMENDMENTS; ENFORCEABILITY OF EMPLOYMENT AGREEMENT.  This
Amendment No. 1 replaces all previous agreements and discussions relating to the
same or similar subject matters between Executive and Employer with respect to
the subject matter of this Amendment No. 1.  Except as otherwise expressly and
specifically amended or modified by this Amendment No. 1, the terms and
provisions of the Employment Agreement shall continue in full force and effect
on and after the date hereof.

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

                                     AMERICREDIT CORP.



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


                                     AMERICREDIT FINANCIAL SERVICES, INC.


                                     By:
                                        --------------------------------------
                                         Michael R. Barrington, Vice Chairman 
                                         and Chief Executive Officer


                                     EXECUTIVE:



                                     -----------------------------------------
                                     Edward H. Esstman


                                     WITNESS:

                                     By:  
                                        --------------------------------------
                                        Gerald W. Haddock, Chairman of the
                                        Compensation Committee