MANAGEMENT & SERVICES AGREEMENT

         This Management and Services Agreement is by and between  FinishMaster,
Inc.,  an  Indiana  corporation  with  headquarters  at 4259  40th  Street,  SE,
Kentwood,  Michigan 49512  ("FMST"),  and LDI  AutoPaints,  Inc. ("LDI A/P"), an
Indiana  corporation  with  headquarters  at 54 Monument  Circle,  Indianapolis,
Indiana 42604.

                                    Recitals

         A. FMST and LDI A/P have agreed to a merger, subject to the approval of
the  shareholders  of FMST. That vote is expected to occur at the annual meeting
of FMST in May, 1998.

         B. The merger  would  satisfy an  affirmative  covenant  of FMST to its
lending institutions.

         C. The merger is  anticipated  to provide  synergies  to FMST that will
have a favorable impact on its financial performance.

         D.  FMST is losing  the  services  of the  division  management  of its
Mid-Atlantic  and  Southern  operations.  FMST has use for  access  to  existing
inventory.  Rather than hire an interim manager  pending the merger,  and rather
than  purchase  inventory  in the open  market,  FMST  would  prefer to  utilize
available  management  assistance from LDI A/P and to purchase inventory at cost
from LDI A/P.

         E. LDI A/P is prepared to provide  such  management  assistance  and to
provide mutual access to inventory at cost.

         F. Both FMST and LDI A/P require that the terms of such a  relationship
be temporary and be of a nature so as to inure to the benefit of FMST.

                                    Agreement

         1. Effective Date and Term.  This agreement shall be effective March 1,
1998 until the earlier of (a) a vote by the shareholders of FMST on the proposed
merger of FMST and LDI A/P or (b) June 30, 1998.

         2. Management Services. Charles VanSlaars, the President of the Florida
Division of LDI A/P,  shall  provide  management  services to FMST as its Acting
Senior Vice-President for the Mid-Atlantic and Southern operations of FMST.

                  (a)  Activities.  In such capacity,  VanSlaars shall undertake
         such management activities as the President of FMST shall direct.

                  (b)  Computer.  At  LDI  A/P's  expense,  FMST  will  set up a
         computer terminal

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         at VanSlaar's office, to allow him access to the information  necessary
         for him to provide management services to FMST.

                  (b) Management Reports. VanSlaars shall provide weekly reports
         of his  activities  on behalf of FMST to the  President  of FMST.  Such
         reports shall  distinguish  between  activities  that do and activities
         that do not involve LDI A/P.

                  (c) No Compensation.  For providing VanSlaars to FMST, LDI A/P
         shall receive no financial compensation.

                  (d) Indemnity. FMST shall indemnify and hold harmless LDI A/P,
         its  parent  and  affiliated  entities,  and its and  their  directors,
         officers and employees  from any and all claims,  actions and causes of
         action arising from or as a result of the management  services provided
         by VanSlaars to FMST.

         2.       Access To Inventory.

                  (a) FMST shall have access to acquire  available  inventory of
         LDI A/P and FMST shall have opportunity to provide available  inventory
         of FMST to LDI A/P.

                           (I) The price of the inventory  shall be the cost per
                  books of the inventory  item(s) as purchased,  with no markup,
                  plus a shipping  and handling  charge of ten percent  (10%) of
                  such cost.  Cost shall be defined as the amount  normally used
                  by LDI A/P or FMST,  whichever  is the  seller,  to value  its
                  existing inventory for financial reporting  purposes,  applied
                  on a consistent basis.

                           (II)  The  credit  terms  shall  be the  same  as the
                  provider makes available to its customers in good standing.

                  (b) No inventory  shall be acquired by FMST or provided to LDI
         A/P except  through the normal  processes,  systems and  controls  that
         would be used by each party in a purchase  and sale of product  from or
         to a third party.

                           (I) Each  shipment of product  must be invoiced  from
                  the providing  organization  to the receiving  organization in
                  the same  manner as a normal  customer,  with the  pricing  in
                  compliance with Section 2.(a)(I) of this Agreement.

                           (II) The  receiving  organization  must  reflect  the
                  receipt  against the open purchase order in the same manner as
                  normal supplier receipts.

                           (III) The invoice  must be recorded by the  receiving
                  organization  in accounts  payable and paid in accordance with
                  the credit terms of Section 2.(a)(II) of this Agreement.

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                  (c) No inventory  may be  transferred  from FMST to LDI A/P if
         the effect is to divert any customer shipment or order from FMST to LDI
         A/P.

         3. Special  Circumstances.  The following  possible  circumstances  may
arise. If they do, they shall be handled in the following manner:

                  (a) Store  Closing.  Thompson  P.B.E.,  a subsidiary  of FMST,
         previously  determined to close one store within its  Mid-Atlantic  and
         Southern operations.  For that store, and in the event the President of
         FMST determines that it is in the best interests of FMST, independently
         of the  possible  merger,  to close any  other  store  within  its Mid-
         Atlantic and Southern  operations,  the following  procedures  shall be
         followed:

                           (I) An  inventory  of all assets of the store must be
                  completed by FMST.

                           (II)   Inventory  from  the  closed  store  shall  be
                  considered  by FMST as  available  to other FMST stores in the
                  region.  In the  event  none of such  stores  has need for the
                  inventory, it may be declared as surplus and made available to
                  LDI A/P in the sole  discretion of the President of FMST, upon
                  the terms and subject to the  procedures  of Section 2 of this
                  Agreement.

                           (III) Employees from the closed store may be assigned
                  by FMST to  continue  after the closure to take such action as
                  is necessary for or useful to FMST in concluding activities at
                  the store.  If such action  results in an  assignment  of such
                  employee(s)  to provide  services  to or for LDI A/P,  LDI A/P
                  shall  compensate  FMST for the services of such  employee(s),
                  including  but not limited to  reimbursement  of FMST for such
                  employee(s)'s  full  wage  or  salary  for  the  time  of such
                  services, payroll taxes, and benefit costs.

                           (IV)  Such  other  activities  as are  useful  to and
                  requested by FMST may be undertaken  concerning the process of
                  closing the store, subject to the mutual approval of the Chief
                  Financial  Officer or Controller of FMST and the Controller of
                  LDI A/P.

                  (b) Consolidation of Management and Operations Within FMST. It
         is  possible   that  while   VanSlaars  is  serving  as  acting  Senior
         Vice-President  for the Mid- Atlantic and Southern  operations FMST may
         determine that it is in the best  interests of FMST to consolidate  its
         management and/or operations in the region.

                           (I) In all  circumstances,  such  decisions  and  the
                  communication  of such  decisions must be made by and authored
                  by the President of FMST.

                           (II)  In  the  event  such   consolidation   involves
                  management, VanSlaars

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                  may assist  the  President,  Chief  Financial  Officer  and/or
                  Controller  of  FMST in  accomplishing  the  consolidation  of
                  management.

                           (III)  In  the  event  such  consolidation   involves
                  locations  outside of Southern  Florida,  VanSlaars may assist
                  the President,  Chief Financial  Officer and/or  Controller of
                  FMST in accomplishing the consolidation of locations.

                           (IV) Except for store closings  handled in the manner
                  prescribed in Section 3.(a) above,  no such  consolidation  of
                  locations  may take  place  involving  locations  in  Southern
                  Florida (where LDI A/P has locations).

                  (c) Other.  In the event other actions  involving FMST and LDI
         A/P not covered by the terms of this Agreement are  contemplated,  such
         other  actions  must be  initiated by the  President,  Chief  Financial
         Officer or Controller of FMST.

         4.  Prohibited  Transactions.  The  parties  agree  there  shall  be no
commingling  of assets or  liabilities,  and no diversion of customer  orders or
shipments  from  FMST  to  LDI  A/P.  Each  party  will  treat  the  other  as a
supplier/purchaser using their normal processes, systems and controls.

         5. Cooperation.  The Chief Financial Officer and Controller of FMST and
the  Controller  of LDI A/P shall  cooperate  to resolve  any issues  that arise
concerning  inventory or other transactions  between the parties during the term
of this Agreement.

         6.       General Provisions.

                  (a)  Modification  or  Amendment.  This  agreement  may not be
         modified or amended  except by an  instrument  in writing  specifically
         referring  to  this  agreement  and  executed  by the  parties  to this
         agreement.

                  (b)  Governing  Law.  This  agreement  shall be construed  and
         enforced in accordance with the laws of the State of Indiana.



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Agreed to and accepted by:

   FINISHMASTER, INC.                           LDI AUTOPAINTS, INC.

   By: [Thomas U. Young]                        By: [Andre B. Lacy]

   Title: President/Chief Operating Officer     Title: Chairman/President/CEO

   Date: February 28, 1998                      Date: February 28, 1998

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