EXHIBIT 10.3

                  FIRST AMENDMENT, dated as of October 11, 2002 (this "First
Amendment"), to the CREDIT AGREEMENT, dated as of August 5, 1998, as amended and
restated as of May 3, 2002 (the "Credit Agreement"), among RENT-A-CENTER, INC.
(the "Borrower"), the Lenders party to the Credit Agreement, the Documentation
Agent and Syndication Agent named therein and JPMORGAN CHASE BANK, as
Administrative Agent (in such capacity, the "Administrative Agent"). Terms
defined in the Credit Agreement shall be used in this First Amendment with their
defined meanings unless otherwise defined herein.


                                   WITNESSETH:

                  WHEREAS, the Borrower wishes to amend the Credit Agreement in
the manner set forth herein; and

                  WHEREAS, each of the parties hereto is willing to enter into
this First Amendment on the terms and subject to the conditions set forth
herein;

                  NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

         SECTION I. AMENDMENT TO CREDIT AGREEMENT.

                  Section 7.6 of the Credit Agreement is hereby amended by
adding the following new paragraph (e) to the end thereof:

         "(e) in addition, so long as no Default or Event of Default shall have
         occurred and be continuing, the Borrower may repurchase its common
         stock so long as the aggregate amount so expended pursuant to this
         paragraph (e) does not exceed $10,500,000 (it being understood that any
         amounts so expended shall be deemed to constitute utilization of the
         baskets referred to in Section 7.6(d) and clause (ii) of the proviso
         contained in Section 7.9(a)), provided, that (i) such repurchase is
         consummated on or prior to the date on which the Borrower's financial
         statements are delivered pursuant to Section 6.1(b) for the fiscal
         quarter ending September 30, 2002 and (ii) within three Business Days
         after the date of such repurchase, the Borrower shall prepay the Term
         Loans pursuant to Section 2.10 in an amount equal to 100% of the amount
         being expended to make such repurchase"

         SECTION II. MISCELLANEOUS.

                  1. No Change. Except as expressly provided herein, no term or
provision of the Credit Agreement shall be amended, modified or supplemented,
and each term and provision of the Credit Agreement shall remain in full force
and effect.



                  2. Effectiveness. This First Amendment shall become effective
as of the date hereof upon receipt by the Administrative Agent of (a)
counterparts hereof duly executed by the Borrower and (b) executed consent
letters authorizing the Administrative Agent to enter into this First Amendment
from the Required Lenders.

                  3. Counterparts. This First Amendment may be executed by the
parties hereto in any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

                  4. Governing Law. THIS FIRST AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.





                  IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed and delivered as of the day and year first above
written.


                                    RENT-A-CENTER, INC.

                                    By: /s/ Mark E. Speese
                                       -----------------------------------------
                                       Name:  Mark E. Speese
                                       Title: Chief Executive Officer


                                    JPMORGAN CHASE BANK, as Administrative Agent

                                    By: /s/ Allen K. King
                                       -----------------------------------------
                                       Name:  Allen K. King
                                       Title: Vice President