AMENDMENT NO. 3
                                       TO
                                CREDIT AGREEMENT

         AMENDMENT NO. 3 TO CREDIT AGREEMENT  ("Amendment")  dated as of October
30, 1998, 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,  as
amended by Amendment  No. 1 thereto  dated as of December 10, 1997 and Amendment
No. 2 thereto dated as of March 27, 1998 (as amended,  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:

         1.1.  Section 1.1 of the Credit  Agreement is amended by deleting  from
the  definition  of  "Borrowing  Base" the  phrase  "(iv) at all  times  between
December 1, 1998 and April 30, 1999," and substituting therefor the following:

         "(iv) at all times between November 3, 1998 and April 30, 1999,".

         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 Required  Lenders and the
Agent.

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



<PAGE>




         (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.

         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.

                                                         2

<PAGE>




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


                                 FINISHMASTER, INC., as Borrower

                                 By: /s/ Robert Millard
                                    --------------------------------
                                    Name:  Robert Millard
                                    Title:  Senior Vice President and
                                            Chief Financial Officer


                                 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: Vice President


                                 PNC BANK, OHIO

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