FINISHMASTER, INC.
                   (AMENDED AND RESTATED AS OF APRIL 30, 1997)
                                STOCK OPTION PLAN



          1. Purpose.  The purpose of the  Finishmaster,  Inc. Stock Option Plan
(the  "Plan")  is to  provide to certain  officers  and other key  employees  of
FinishMaster,  Inc. (the  "Corporation")  or its  wholly-owned  subsidiary  (the
"Subsidiary"), as well as to directors who are not employees of the Corporation,
who are materially  responsible  for the management or operation of the business
of the Corporation or the Subsidiary,  a favorable opportunity to acquire Common
Stock, without par value, of the Corporation ("Common Stock"), thereby providing
them with an increased  incentive to work for the success of the Corporation and
the Subsidiary and to enable the  Corporation  and the Subsidiary to attract and
retain capable executive personnel. The means by which an individual may acquire
Common  Stock is the grant to an officer or key employee of an option to acquire
shares of Common Stock (an "Option") in accordance with Section 5 hereof.

          2.  Administration  of the  Plan.  The  Plan  shall  be  administered,
construed  and  interpreted  by the Board of  Directors or by a committee of the
Corporation's  Board of  Directors  (the  "Committee").  The  Committee  must be
composed of two or more persons who qualify as "Non-Employee  Directors" within
the meaning of Rule 16b-3(b)(3) promulgated under the Securities Exchange Act of
1934,  as amended  (the "1934  Act") and as  "outside  directors"  as defined in
Treasury Reg. ss. 1.162-27(e)(3).  A member of the Committee may not, during one
year prior to serving as a Committee  member or during such service,  be granted
an Option pursuant to the Plan. The decision of a majority of the members of the
Committee shall constitute the decision of the Committee,  and the Committee may
act either at a meeting at which a majority of the members of the  Committee  is
present or by a written  consent  signed by all  members of the  Committee.  The
Committee  shall have the sole,  final and  conclusive  authority to  determine,
consistent with and subject to the provisions of the Plan:

                  (a)      the individuals (the "Optionees") to whom Options are
                           granted under the Plan;

                  (b)      the time when Options shall be granted hereunder;

                  (c)      the   number  of  shares  of  Common   Stock  of  the
                           Corporation to be covered under each Option;

                  (d)      the  price  to be  paid  upon  the  exercise  of each
                           Option;

                  (e)      the period within which each Option may be exercised;

                  (f)      the extent to which an Option is an  incentive  stock
                           option or a non-qualified stock option; and




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                  (g)      the terms and conditions of the respective agreements
                           by which Options shall be evidenced.

The Committee  shall also have  authority to prescribe,  amend and rescind rules
and  regulations  relating  to the Plan,  and to make all  other  determinations
necessary or advisable in the administration of the Plan.

          3. Eligibility. The Committee may, consistent with the purposes of the
Plan, grant Options to officers and other key employees of the Corporation or of
a  Subsidiary  who in the  opinion  of the  Committee  are  from  time  to  time
materially  responsible  for the  management or operation of the business of the
Corporation or of a Subsidiary,  as well to  Non-Employee  Directors  consistent
with applicable rules under the 1934 Act;  provided,  however,  that in no event
may any  employee  who owns (after  application  of the  ownership  rules in ss.
424(d) of the Internal  Revenue Code of 1986, as amended (the "Code")) shares of
Common Stock  possessing more than 10% of the total combined voting power of all
classes of Common Stock of the  Corporation be granted an incentive stock option
hereunder unless at the time such option is granted the option price is at least
110% of the fair market value of the Common Stock subject to the Option and such
incentive stock option by its terms is not  exercisable  after the expiration of
five (5) years from the date such Option is granted.  Subject to the  provisions
of Section 4 hereof,  an  individual  who has been  granted an Option  under the
Plan,  if he is  otherwise  eligible,  may be  granted an  additional  Option or
Options if the  Committee  shall so determine.  The maximum  number of shares of
Common Stock with respect to which  Options may be granted in any calendar  year
to any individual shall not exceed fifty thousand (50,000).

          4. Stock  Subject to the Plan.  There shall be reserved  for  issuance
upon the  exercise  of Options  granted  under the Plan,  six  hundred  thousand
(600,000)  shares of Common Stock which may be authorized but unissued shares of
the Corporation,  of which fifty thousand  (50,000) shares shall be reserved for
issuance  to  Directors  who are not  otherwise  employees  of the  Corporation.
Subject to Section 6 hereof,  the shares for which  Options may be granted under
the Plan shall not exceed that  number.  If any Option shall expire or terminate
for any reason without having been  exercised in full,  the  unpurchased  shares
subject thereto shall (unless the Plan shall have  terminated)  become available
for other Options under the Plan.

         5. Terms of Option. Each Option granted under the Plan shall be subject
to the following terms and conditions and to such other terms and conditions not
inconsistent therewith as the Committee may deem appropriate in each case:

                  (a)  Option  Price.  The price to be paid for shares of Common
         Stock upon the  exercise of each Option  shall be the closing  price of
         the shares of Common  Stock as  reported on the Nasdaq  Stock  Market's
         National Market on the date of grant (or, if the date of grant is not a
         trading date, then on the last previous trading day), but such price in
         the case of an  incentive  stock  option in no event shall be less than
         the fair market value,  as determined by the Committee  consistent with
         the requirements of ss. 422 of the Code, of Common Stock on the date on
         which the Option is granted.



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                  (b) Period for  Exercise  of  Option.  An Option  shall not be
         exercisable  after the  expiration  of such period as shall be fixed by
         the Committee at the time such Option is granted, but such period in no
         event shall exceed ten (10) years from the date on which such Option is
         granted;  provided,  however,  that incentive  stock options shall have
         terms not in excess of ten (10) years.

                  (c)  Exercise  of Options.  The option  price of each share of
         Common Stock purchased upon exercise of an Option shall be paid in full
         (1) in cash at the time of such exercise, or (2) if the Optionee may do
         so in conformity with Regulation T (12 C.F.R.  Section 220.3(e)(4)) and
         without  violating  Section 16(b) or (c) of the 1934 Act (to the extent
         applicable)  and to the extent  permitted  under the agreement  entered
         into by the  Committee  and the  Optionee  relating to the  Option,  by
         delivering a properly  executed exercise note together with irrevocable
         instructions  to a broker to deliver  promptly to the  Corporation  the
         total option price in cash and, if desired,  the amount of any taxes to
         be  withheld  from  the  Optionee's  compensation  as a  result  of any
         withholding   tax   obligation  of  the   Corporation  or  any  of  its
         Subsidiaries, as specified in such notice. The Committee shall have the
         authority to grant Options exercisable in full at any time during their
         term, or exercisable in such installments,  equal or non-equal,  as the
         Committee  shall  determine.  An Option may be exercised at any time or
         from time to time  during the term of the Option as to any or all whole
         shares which have become  subject to purchase  pursuant to the terms of
         the Option (including,  without limitation,  any quotas with respect to
         option exercise) or the Plan.

                  (d)  Termination  of Option.  If an  Optionee  ceases to be an
         employee of the Corporation or one of the Subsidiaries or if there is a
         disposition  of the  Subsidiary  for which the Optionee  performed  the
         majority of his services,  any Option  granted to such  Optionee  shall
         terminate at the expiration of three (3) months from such cessation. If
         cessation of employment is due to permanent  and total  disability  the
         Optionee  shall  have the right to  exercise  options  granted  to such
         Optionee at any time within  twelve (12) months  after such  cessation.
         Leave  of  absence  approved  by the  Committee  shall  not  constitute
         cessation of employment.  Notwithstanding  the foregoing  provisions of
         this subsection (d), no Option shall in any event be exercisable  after
         the expiration of the period fixed by the Committee in accordance  with
         subsection (b) above.

                  (e)  Nontransferability  of Option. An Optionee's rights under
         the Plan may not be transferred by the Optionee  otherwise than by will
         or the laws of descent and distribution, and during the lifetime of the
         Optionee shall be exercisable only by the Optionee.

                  (f) Investment Representations.  Unless the transfer of shares
         of Common Stock subject to an Option are  registered  under  applicable
         federal and state securities laws, each Optionee by accepting an Option
         shall be deemed to agree for himself and his legal representatives that
         any  Option  granted  to him and any and all  shares  of  Common  Stock
         purchased  upon  the  exercise  of the  Option  shall be  acquired  for
         investment and not with a view to, or for the sale in connection  with,
         any distribution thereof, and each notice of the



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         exercise  of  any  portion  of an  Option  shall  be  accompanied  by a
         representation  in  writing,  signed  by  the  Optionee  or  his  legal
         representatives,  as the case may be,  that the shares of Common  Stock
         are being acquired in good faith for investment and not with a view to,
         or for sale in connection  with, any  distribution  thereof  (except in
         case of the Optionee's legal representatives for distribution,  but not
         for  sale,  to  his  legal  heirs,   legatees  and  other  testamentary
         beneficiaries).  Any shares issued pursuant to an exercise of an option
         may, but need not, bear a legend  evidencing such  representations  and
         restrictions.

                  (g) Maximum Incentive Stock Options. The aggregate fair market
         value (determined as of the time the Option is granted) of Common Stock
         subject to incentive  stock options that are  exercisable for the first
         time by an  employee  during  any  calendar  year under the Plan or any
         other  plan of the  Corporation  or any  Subsidiary  shall  not  exceed
         $100,000.  For this purpose, the fair market value of such shares shall
         be  determined  as of the date  the  Option  is  granted  and  shall be
         computed  in such  manner  as shall  be  determined  by the  Committee,
         consistent  with  the  requirements  of ss.  422 of  the  Code.  If the
         immediate  exercisability  of incentive  stock options arising from the
         retirement,  death or  permanent  and total  disability  of an Optionee
         consistent with the terms of the applicable option agreement or arising
         from any  change of  control  of the  Corporation  in  accordance  with
         Section 7 hereof would cause this  $100,000  limitation  to be exceeded
         for an Optionee,  such incentive stock options shall  automatically  be
         converted into non-qualified stock options as of the date on which such
         incentive  stock  options  become  exercisable  but only to the  extent
         necessary to comply with the $100,000 limitation.

                  (h) Agreement.  Each Option shall be evidenced by an agreement
         between the Optionee and the  Corporation  which shall  provide,  among
         other  things,  that,  with respect to  incentive  stock  options,  the
         Optionee  shall  advise the  Corporation  immediately  upon any sale or
         transfer of the shares of Common Stock  received  upon  exercise of the
         Option to the extent  such sale or  transfer  takes  place prior to the
         later of (a) two (2)  years  from the date of grant or (b) one (1) year
         from the date of exercise.  The agreement shall include the Option term
         and exercise conditions.

                  (i)  Certificates.  The  certificate or  certificates  for the
         shares  issuable  upon an  exercise  of an  Option  shall be  issued as
         promptly as practicable after such exercise. An Optionee shall not have
         any rights of a  shareholder  in respect to the shares of Common  Stock
         subject to an Option until the date of issuance of a stock  certificate
         to him  for  such  shares.  In no case  may a  fraction  of a share  be
         purchased  or issued  under the Plan,  but if, upon the  exercise of an
         Option, a fractional share would otherwise be issuable, the Corporation
         shall  either (a) sell the same and credit the  proceeds of the sale to
         the  Optionee  or (b)  credit to the  Optionee  a cash sum equal to the
         market  value  of such  fractional  share  interest  on the  date  such
         fractional share interest was created.

                  (j) No Right to Continued  Service.  Nothing in the Plan or in
         any agreement  entered into pursuant  hereto shall confer on any person
         any right to continue in the employ



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         of the  Corporation  or the  Subsidiaries  or affect  any rights of the
         Corporation,  a Subsidiary,  or the shareholders of the Corporation may
         have to terminate his service at any time.

                  (k) Incentive Stock Options and  Non-Qualified  Stock Options.
         Options granted under the Plan may be incentive stock options under ss.
         422 of the Code or  non-qualified  stock options.  All Options  granted
         hereunder shall be clearly identified as either incentive stock options
         or  non-qualified  stock options.  In no event shall the exercise of an
         incentive  stock option affect the right to exercise any  non-qualified
         stock option, nor shall the exercise of any non-qualified  stock option
         affect the right to exercise any incentive stock option. Nothing in the
         Plan  shall be  construed  to  prohibit  the grant of  incentive  stock
         options and non-qualified  stock options to the same person;  provided,
         however,  that incentive stock options and non-qualified  stock options
         shall  not  be  granted  in  a  manner  whereby  the  exercise  of  one
         non-qualified  stock  option or  incentive  stock  option  affects  the
         exercisability of the other.

         6. Adjustment of Shares. In the event of any change after the effective
date of the Plan in the outstanding shares of stock of the Corporation by reason
of  any   reorganization,   recapitalization,   stock  split,   stock  dividend,
combination of shares, exchange of shares, merger or consolidation, liquidation,
or any other  change after the  effective  date of the Plan in the nature of the
shares of stock of the Corporation,  the Committee shall determine what changes,
if any, are appropriate in the number and kind of shares of stock reserved under
the Plan,  in the number of shares which may be issued to any  individual in any
calendar year and in the option price under and the number and kind of shares of
stock covered by outstanding  Options granted under the Plan. Any  determination
of the Committee hereunder shall be conclusive.

         7.  Amendment.  The Board of Directors of the Corporation may amend the
Plan from time to time,  except that without the  approval of the  Corporation's
shareholders:

                  (a) the number of shares of Common Stock which may be reserved
         for issuance under the Plan may not be increased  except as provided in
         Section 6 hereof;

                  (b) the period during which an Option may be exercised may not
         be  extended  beyond ten (10) years from the date on which such  Option
         was granted;

                  (c) the class of  employees  to whom  options  may be  granted
         under the Plan may not be modified materially; and

                  (d) no other  amendment to the Plan may be made which requires
         the approval of the Corporation's  shareholders under applicable law or
         under the rules and regulations of the NASDAQ Stock Market.

         No amendment of the Plan may, without the consent of the Optionee, make
any changes in any outstanding Option  theretofore  granted under the Plan which
would adversely affect the rights of such Optionee.



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          8.  Termination.  The  Board  of  Directors  of  the  Corporation  may
terminate the Plan at any time and no Option shall be granted  thereafter.  Such
termination,  however,  shall not affect the validity of any Option  theretofore
granted under the Plan.  In any event,  no stock option may be granted after the
conclusion  of a ten  (10)  year  period  commencing  on the  date  the Plan was
adopted. The Board of Directors of the Corporation may from time to time suspend
or discontinue  the Plan with respect to any shares as to which Options have not
been granted.

         9.  Successors.  The Plan  shall be  binding  upon the  successors  and
assigns of the Corporation.

         10.  Governing  Law.  The terms of Options  granted  hereunder  and the
rights and  obligations  hereunder of the  Corporation,  the Optionees and their
successors in interest  shall,  except to the extent governed by federal law, be
governed by Indiana law without regard to conflict of law rules.

         11.   Government  and  Other   Regulations.   The  obligations  of  the
Corporation to issue or transfer and deliver shares under Options  granted under
the Plan shall be subject to compliance with all applicable  laws,  governmental
rules and regulations, and administrative action.

         12.  Effective Date. The Plan became  effective when it was approved by
the Corporation's Board of Directors.