AMENDMENT NO. 1
                                       TO
                                CREDIT AGREEMENT

                  AMENDMENT NO. 1 TO CREDIT AGREEMENT  ("Amendment") dated as of
December  10,  1997,  among  FINISHMASTER,  INC.,  an Indiana  corporation  (the
"Borrower"),  the  institutions  listed on the signature pages hereof as Lenders
(the   "Lenders"),   and  NBD  BANK,   N.A.  in  its  capacity  as   contractual
representative for itself and the other Lenders (the "Agent") under that certain
Credit  Agreement  dated as of November 19, 1997 by and among the Borrower,  the
Lenders and the Agent (the "Credit  Agreement").  Defined  terms used herein and
not otherwise  defined herein shall have the meaning given to them in the Credit
Agreement.

                  WHEREAS, the Borrower,  the Lenders and the Agent have entered
the Credit Agreement; and

                  WHEREAS,  Borrower,  the  Lenders and the Agent have agreed to
amend the Credit Agreement on the terms and conditions set forth herein.

                  NOW,  THEREFORE,  in  consideration  of the premises set forth
above,  and  for  other  good  and  valuable  consideration,   the  receipt  and
sufficiency of which are hereby acknowledged,  the Borrower, the Lenders and the
Agent agree as follows:

                  1. Amendment to the Credit Agreement. Effective as of the date
first above  written  and  subject to the  execution  of this  Amendment  by the
parties hereto and the  satisfaction  of the  conditions  precedent set forth in
Section 2 below, the Credit Agreement shall be and hereby is amended as follows:

                  (a)  Section  2.5(b)(i)(d)(II)  is amended in its  entirety to
         read as follows:

                           (II)  the  amount  of  each   Designated   Prepayment
                  attributable to the issuance of Subordinated Notes pursuant to
                  the High Yield  Note  Agreement  shall be applied as  follows:
                  first,  to each of the  then  remaining  installments  payable
                  under the Term Loans in the inverse order of maturity; second,
                  at the Borrower's  option,  up to $5,000,000 may be applied to
                  reduce  the  outstanding   balance  of  the  Revolving  Credit
                  Obligations  (without  reducing the Aggregate  Revolving  Loan
                  Commitment);  and  third,  to repay  in full the  Subordinated
                  Notes issued to LDI, Ltd. as of the Closing Date;

                  (b)  Section  9.3(vi)  is  amended to delete the words "all or
         substantially all" and to substitute  therefor the words "a significant
         portion".

                  (c)  Section  11.8(i) is amended to add the words ", which are
         not unreasonable or excessive," after the word "amounts".


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                  (d) Section  11.8(ii) is amended to add the word  "reasonable"
         after the word "other."

                  (e) Section 11.8(iii) is amended to delete the words ", costs,
         expenses or disbursements" and to substitute therefor the words "or any
         reasonable costs, expenses or disbursements".

                  (f)  Section  13.2(B)  is  amended to delete the words "all or
         substantially all" and to substitute  therefor the words "a significant
         portion."

                  2. Conditions Precedent. This Amendment shall become effective
as of the date  above  written,  if, and only if,  the Agent has  received  duly
executed  originals of this  Amendment  from the  Borrower,  the Lenders and the
Agent.

                  3.  Representations  and  Warranties  of  the  Borrower.   The
Borrower hereby represents and warrants as follows:

                  (a)  This  Amendment  and the  Credit  Agreement,  as  amended
hereby,  constitute legal, valid and binding obligations of the Borrower and are
enforceable against the Borrower in accordance with their terms.

                  (b) Upon the  effectiveness  of this  Amendment,  the Borrower
hereby  reaffirms  all   representations  and  warranties  made  in  the  Credit
Agreement,  and to the extent the same are not amended  hereby,  agrees that all
such  representations  and warranties  shall be deemed to have been remade as of
the date of delivery of this  Amendment,  unless and to the extent that any such
representation  and warranty is stated to relate  solely to an earlier  date, in
which case such representation and warranty shall be true and correct as of such
earlier date.

                  4.  Reference to and Effect on the Credit Agreement.

                  (a) Upon the  effectiveness of Section 1 hereof,  on and after
the date  hereof,  each  reference  in the  Credit  Agreement  to  "this  Credit
Agreement,"  "hereunder,"  "hereof," "herein" or words of like import shall mean
and be a reference to the Credit Agreement as amended hereby.

                  (b) The Credit  Agreement,  as amended  hereby,  and all other
documents,  instruments and agreements  executed and/or  delivered in connection
therewith,  shall remain in full force and effect,  and are hereby  ratified and
confirmed.

                  (c)  Except  as  expressly  provided  herein,  the  execution,
delivery and  effectiveness  of this Amendment  shall not operate as a waiver of
any right, power or remedy of the Agent or the Lenders,  nor constitute a waiver
of any provision of the Credit Agreement or any other documents, instruments and
agreements executed and/or delivered in connection therewith.


                                                         2

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                  5.  Governing  Law.  This  Amendment  shall be governed by and
construed in  accordance  with the internal  laws (as opposed to the conflict of
law provisions) of the State of Indiana.

                  6. Headings.  Section  headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

                  7. Counterparts. This Amendment may be executed by one or more
of the parties to the Amendment on any number of separate  counterparts  and all
of said  counterparts  taken  together shall be deemed to constitute one and the
same instrument.

                                                         3

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                  IN WITNESS WHEREOF,  this Amendment has been duly executed and
delivered on the date first above written.


                                          FINISHMASTER, INC., as Borrower

                                          By: /s/ Roger Sorokin
                                             ---------------------------------
                                             Name:  Roger Sorokin
                                             Title:  Vice President, Finance


                                          NBD BANK, N.A., as Agent

                                          By: /s/ Scott C. Morrison
                                             ---------------------------------
                                             Name:  Scott C. Morrison
                                             Title:  Vice President


                                 LENDERS:

                                          NBD BANK, N.A.

                                          By: /s/ Scott C. Morrison
                                             ---------------------------------
                                             Name:  Scott C. Morrison
                                             Title:  Vice President


                                          BANK OF AMERICA NATIONAL TRUST
                                          AND SAVINGS ASSOCIATION

                                          By: /s/ Michael Healy
                                             ---------------------------------
                                             Name:  Michael Healy
                                             Title:  Vice President


                                          HARRIS TRUST AND SAVINGS BANK

                                          By: /s/ Peter Krawchuk
                                             ---------------------------------
                                             Name:  Peter Krawchuk
                                             Title:  Vice President






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                                         KEYBANK NATIONAL ASSOCIATION

                                         By: /s/ Frank Jancar
                                            ---------------------------------
                                            Name:  Frank Jancar
                                            Title:  Vice President


                                         LASALLE NATIONAL BANK

                                         By: /s/ Gary Jacobson
                                            ---------------------------------
                                            Name:  Gary Jacobson
                                            Title: SVP


                                         THE NORTHERN TRUST COMPANY

                                         By: /s/ Candelario Martinez
                                            ---------------------------------
                                            Name:  Candelario Martinez
                                            Title: Second Vice President

                                         PNC BANK, OHIO

                                         By: /s/ David F. Knuth
                                            ---------------------------------
                                            Name: David F. Knuth
                                            Title: