AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT

         THIS AMENDMENT NO. 1, dated as of July 1, 1998, 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"), and Preston A. Miller, an executive employee of Employer
(hereinafter referred to as "Executive").

         WHEREAS, Employer and Executive have previously entered into that
certain Employment Agreement dated as of July 1, 1997 (the "Employment
Agreement").

         WHEREAS, Employer and Executive desire to amend the Employment
Agreement to make certain provisions thereof consistent with the terms of
employment agreements existing between Employer and certain other executives
employed by 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 8.1 - "Employee's Non-Competition Obligation."
The second sentence of Section 8.1 is hereby amended to read in its entirety as
follows:

         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 (unless such voluntary
         termination occurs within twelve months after a "change in control," as
         defined in Section 8A.1 hereof), for a period of one year 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.

         2. 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: /s/ Daniel E. Berce
                                              ----------------------------------
                                              Daniel E. Berce, Vice Chairman and
                                              Chief Financial Officer

                                          EXECUTIVE:



                                              /s/ Preston A. Miller
                                              ----------------------------------
                                              Preston A. Miller