FINISHMASTER, INC.
                                STOCK OPTION PLAN
                   (AMENDED AND RESTATED AS OF JUNE 30, 1998)


          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  subsidiaries (the
"Subsidiaries"),  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 Subsidiaries,  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  Subsidiaries  and to enable the  Corporation  and the
Subsidiaries  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).  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 time or times when an Option shall  become  vested and
         first exercisable;

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

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

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

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

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


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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.

                  (a) The  Committee  may,  consistent  with the purposes of the
         Plan,  grant  Options  to  officers  and  other  key  employees  of the
         Corporation or of its  Subsidiaries 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 its  Subsidiaries;
         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  one  hundred
         thousand (100,000).

                  (b) Each Non-Employee Director serving as such on February 24,
         1999 shall automatically receive on such date an Option to purchase one
         thousand  (1,000)  shares of Common Stock in accordance  with the terms
         and subject to the conditions of the Plan. Each  Non-Employee  Director
         who is elected as such at any  subsequent  annual  shareholder  meeting
         shall automatically  receive, on the date of such shareholder  meeting,
         an Option to purchase an  additional  one  thousand  (1,000)  shares of
         Common Stock in accordance with the terms and subject to the conditions
         of the Plan. If, on the date of the annual  shareholder  meeting in any
         given year, the number of shares of Common Stock  available for Options
         to be granted to Non-Employee  Directors under the Plan is insufficient
         to grant each Non-Employee  Director entitled thereto an Option for the
         full number of shares  contemplated by this subsection 3(b), the shares
         of Common Stock  available  shall be allocated  ratably (to the nearest
         whole  share)  among the  Options  to be  granted  to the  Non-Employee
         Directors  on  such  date.  All  of  such  Options  to  be  awarded  to
         Non-Employee  Directors shall be  "non-qualified"  stock options (i.e.,
         not qualified under Section 422 of the Code).

          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

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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.  Except for Options  granted to Non-Employee
         Directors  pursuant to the first  sentence  of Section  3(b) above (for
         which the exercise price shall be the closing price on June 30, 1998 of
         the  shares  of Common  Stock as  reported  on the  market on which the
         Corporation's  shares are  traded),  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 market on which
         the  Corporation's  shares are traded 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.

                  (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.  Except as set forth in the proviso
         immediately  succeeding  this sentence,  if an Optionee ceases to be an
         employee of the Corporation or one

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         of the  Subsidiaries  or if there is a disposition  of a Subsidiary for
         which the Optionee  performed the majority of his or her services,  any
         Option  granted to such Optionee  shall  terminate at the expiration of
         three (3) months from such  cessation;  provided,  however,  that if an
         Optionee  ceases to be an  employee  of the  Corporation  or one of the
         Subsidiaries  solely by reason of such  Optionee's  retirement  upon or
         after  reaching  age sixty  (60),  the  Committee  may, in its sole and
         complete discretion, extend the period within which the Options held by
         such  Optionee  may  be  exercised  following  cessation  of his or her
         employment  to the end of the period  fixed by the  Committee  for each
         such Option at the time it was granted in  accordance  with  subsection
         5(b) above.  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  5(d),  no Option shall in any event be
         exercisable  after the  expiration of the period fixed by the Committee
         in accordance with subsection 5(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  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  Subsidiaries  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

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         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  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

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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   market  on  which  the
         Corporation's shares are traded.

         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.

          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.


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         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.