CREDIT AGREEMENT

                           Dated as of March 27, 1998


                                     between


                               FINISHMASTER, INC.,

                                       and

                                    LDI, LTD.









                                                        -1-

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                                CREDIT AGREEMENT


      This Credit  Agreement  dated as of March 27, 1998 is entered into between
FinishMaster,  Inc., an Indiana  corporation  and LDI, Ltd., an Indiana  limited
partnership. The parties hereto agree as follows:


ARTICLE I:  DEFINITIONS

      1.1 Certain  Defined Terms.  In addition to the terms defined  above,  the
following  terms  used in this  Agreement  shall  have the  following  meanings,
applicable both to the singular and the plural forms of the terms defined.

      As used in this Agreement:

      "Advance" means a borrowing  hereunder  consisting of the aggregate amount
of the several Loans made by the Lender to the Borrower of the same Type and, in
the case of Eurodollar Rate Advances, for the same Interest Period.

      "Affiliate"  of any Person means any other Person  directly or  indirectly
controlling,  controlled by or under common  control with such Person.  A Person
shall be deemed to  control  another  Person  if the  controlling  Person is the
"beneficial  owner" (as defined in Rule 13d-3 under the Securities  Exchange Act
of 1934)  of  greater  than ten  percent  (10%) or more of any  class of  voting
securities (or other voting  interests) of the  controlled  Person or possesses,
directly  or  indirectly,  the power to direct  or cause  the  direction  of the
management or policies of the controlled  Person,  whether through  ownership of
capital stock, by contract or otherwise.

      "Agreement" means this Credit Agreement, as it may be amended, restated or
otherwise modified and in effect from time to time.

      "Alternate Base Rate" means,  for any day, a fluctuating  rate of interest
per annum  equal to the  higher of (i) the Prime  Rate for such day and (ii) the
sum of (a) the Federal Funds Effective Rate for such day and (b) one-half of one
percent (0.5%) per annum.

      "Applicable Eurodollar Margin" means, as at any date of determination, the
Applicable Eurodollar Margin as defined in the Senior Credit Facility.

      "Applicable  Floating Rate Margin" means, as at any date of determination,
the Applicable Floating Rate Margin as defined in the Senior Credit Facility.

      "Authorized Officer" means any of the Chairman, President, Chief Financial
Officer, Treasurer or Assistant Secretary of the Borrower, acting singly.


                                                        -1-

<PAGE>



      "Borrower" means FinishMaster, Inc., an Indiana corporation, together with
its successors and assigns,  including a  debtor-in-possession  on behalf of the
Borrower.

      "Borrowing Notice" is defined in Section 2.8 hereof.

      "Business  Day" means (i) with respect to any  borrowing,  payment or rate
selection of Loans bearing  interest at the Eurodollar Rate, a day (other than a
Saturday  or  Sunday)  on which  banks are open for  business  in  Indianapolis,
Indiana and Chicago, Illinois and on which dealings in Dollars are carried on in
the London  interbank market and (ii) for all other purposes a day (other than a
Saturday  or  Sunday)  on which  banks are open for  business  in  Indianapolis,
Indiana and Chicago, Illinois.

      "Closing  Date" means the date on which the  Revolving  Loans are advanced
hereunder.

      "Conversion/Continuation Notice" is defined in Section 2.10(D) hereof.

      "Default" means an event described in Article V hereof.

      "Dollar"  and "$" means  dollars  in the  lawful  currency  of the  United
States.

      "Eurodollar  Base Rate" means,  with respect to a Eurodollar Rate Loan for
any specified  Interest Period,  either (i) the rate of interest per annum equal
to the rate for  deposits  in U.S.  Dollars  in the  approximate  amount of such
Eurodollar Rate Loan with a maturity approximately equal to such Interest Period
which  appears on Telerate  Page 3750,  or, if there is more than one such rate,
the average of such rates  rounded to the nearest  1/100 of 1%, as of 11:00 a.m.
(London time) two Business  Days prior to the first day of such Interest  Period
or (ii) if no such  rate of  interest  appears  on  Telerate  Page  3750 for any
specified  Interest  Period,  the rate at which  deposits  in U.S.  Dollars  are
offered by NBD Bank, N.A. to first-class banks in the London interbank market at
approximately  11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period, in the approximate  amount of the pro rata share of NBD
Bank,  N.A.  of such  Eurodollar  Rate Loan and having a maturity  approximately
equal to such Interest  Period.  The term "Telerate Page 3750" means the display
designated as "Page 3750" on the Associated Press-Dow Jones Telerate Service (or
such other  page as may  replace  Page 3750 on the  Associated  Press-Dow  Jones
Telerate  Service  or such  other  service as may be  nominated  by the  British
Bankers'  Association  as the  information  vendor for the purpose of displaying
British Bankers'  Association  interest rate settlement rates for U.S. Dollars).
Any  Eurodollar  Base  Rate  determined  on the basis of the rate  displayed  on
Telerate  Page  3750  in  accordance  with  the  foregoing  provisions  of  this
subparagraph  shall be subject  to  corrections,  if any,  made in such rate and
displayed by the Associated  Press-Dow Jones Telerate Service within one hour of
the time when such rate is first displayed by such service.

      "Eurodollar  Rate" means,  with respect to a Eurodollar  Rate Loan for the
relevant  Interest Period,  the Eurodollar Base Rate applicable to such Interest
Period plus the then Applicable  Eurodollar Margin. The Eurodollar Rate shall be
rounded  to the next  higher  multiple  of 1/100 of 1% if the rate is not such a
multiple.

                                                        -2-

<PAGE>



      "Eurodollar  Rate Advance"  means an Advance  which bears  interest at the
Eurodollar Rate.

      "Eurodollar  Rate Loan"  means a Loan,  or portion  thereof,  which  bears
interest at the Eurodollar Rate.

      "Federal Funds  Effective  Rate" means,  for any day, an interest rate per
annum equal to the  weighted  average of the rates on  overnight  Federal  funds
transactions  with  members of the Federal  Reserve  System  arranged by Federal
funds  brokers on such day, as published  for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York,  or, if such rate is not so  published  for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Lender from three Federal
funds  brokers  of  recognized  standing  selected  by the  Lender  in its  sole
discretion.

      "Floating Rate" means, for any day for any Loan, a rate per annum equal to
the Alternate  Base Rate for such day,  changing and as the Alternate  Base Rate
changes, plus the then Applicable Floating Rate Margin.

      "Floating  Rate  Advance"  means an Advance  which  bears  interest at the
Floating Rate.

      "Floating  Rate  Loan"  means a Loan,  or  portion  thereof,  which  bears
interest at the Floating Rate.

      "Interest  Period" means, with respect to a Eurodollar Rate Loan, a period
of one (1),  two (2),  three (3)  months  or,  six (6)  months  commencing  on a
Business  Day  selected by the Borrower  pursuant to this  Agreement;  provided,
however,  that if there is no such numerically  corresponding  day in such next,
second,  third or sixth succeeding  month, such Interest Period shall end on the
last Business Day of such next, second,  third or sixth succeeding month, as the
case may be. If an Interest  Period would  otherwise end on a day which is not a
Business  Day, such Interest  Period shall end on the next  succeeding  Business
Day, provided, however, that if said next succeeding Business Day falls in a new
calendar  month,  such Interest  Period shall end on the  immediately  preceding
Business Day.

      "Loan(s)"  means,  any  Advance  made  pursuant  to  Section  2.2  and any
Revolving  Loans  hereof,  whether made or continued as or converted to Floating
Rate Loans or Eurodollar Rate Loans.

      "Loan Documents"  means this Agreement,  the Note and all other documents,
instruments  and  agreements  executed in connection  therewith or  contemplated
thereby,  as the same may be amended,  restated  or  otherwise  modified  and in
effect from time to time.

      "Note" means the Revolving Note.

      "Obligations" means all Loans, advances, debts, liabilities,  obligations,
covenants and duties owing by the Borrower to the Lender, or any Indemnitee,  of
any kind or nature, present or future,

                                                        -3-

<PAGE>



arising under this  Agreement,  the Note or any other Loan Document,  whether or
not evidenced by any note, guaranty or other instrument,  whether or not for the
payment of money,  whether  arising by reason of an extension  of credit,  loan,
guaranty,  indemnification,  or in any other manner,  whether direct or indirect
(including  those acquired by  assignment),  absolute or  contingent,  due or to
become due,  now existing or hereafter  arising and however  acquired.  The term
includes, without limitation, all interest,  charges, expenses, fees, attorneys'
fees and disbursements,  paralegals' fees (in each case whether or not allowed),
and any other sum  chargeable to the Borrower  under this Agreement or any other
Loan Document.

      "Payment Date" means the last Business Day of each calendar quarter.

      "Person" means any individual, corporation, firm, enterprise, partnership,
trust,  incorporated or unincorporated  association,  joint venture, joint stock
company,  limited  liability  company  or  other  entity  of  any  kind,  or any
government or political subdivision or any agency, department or instrumentality
thereof.

      "Prime Rate" means the prime rate of interest  announced by NBD Bank, N.A.
from time to time, changing when and as said prime rate changes.  The prime rate
announced  by NBD Bank,  N.A. is merely an index rate and use of the term "prime
rate"  shall not imply that it is the lowest rate  charged by NBD Bank,  N.A. to
any of its customers.

      "Rate Option" means the Eurodollar Rate of the Floating Rate.

      "Revolving Loan" is defined in Section 2.2 hereof.

      "Revolving  Loan  Commitment"  means Ten  Million and 00/100  Dollars,  as
reduced from time to time pursuant to the terms hereof.

      "Revolving Loan Termination Date" means March 27, 1999.

      "Revolving  Note" means a promissory  note, in  substantially  the form of
Exhibit A hereto,  duly  executed by the  Borrower and payable to the order of a
Lender in the amount of its Revolving Loan Commitment,  including any amendment,
restatement, modification, renewal or replacement of such Revolving Note.

      "Senior  Credit  Facility"  means the credit  facility  evidenced  by that
certain Credit Agreement dated as of November 19, 1997 among FinishMaster, Inc.,
the institutions from time to time a party thereto and NBD Bank, N.A., as Agent.

      "Subordination  Agreement" means that certain  Supplemental  Subordination
Agreement  dated March __, 1998 between LDI, Ltd.,  FinishMaster,  Inc., and NBD
Bank,  N.A., as Agent for the lenders  under the Senior Credit  Facility (as the
same may be amended from time to time), with respect to this Agreement.

                                                        -4-

<PAGE>



      "Type" means, with respect to any Loan, its nature as a Floating Rate Loan
or a Eurodollar Rate Loan.

      1.2  References.  The existence  throughout the Agreement of references to
the Borrower's  Subsidiaries is for a matter of convenience only. Any references
to  Subsidiaries  of the  Borrower  set  forth  herein  shall  not in any way be
construed  as  consent  by the  Lender  or  any  Lender  to  the  establishment,
maintenance  or  acquisition  of any  Subsidiary,  except  as may  otherwise  be
permitted hereunder.


ARTICLE II:  THE REVOLVING LOAN FACILITIES

      2.1. Purpose.  The purpose of this Agreement is to set forth the terms and
conditions upon which the Lender shall make the Revolving Loans.

      2.2 Revolving  Loans.  Prior to the  Termination  Date, the Lender jointly
agrees,  on the  terms  and  conditions  set  forth in this  Agreement,  to make
revolving loans to the Borrower from time to time, in Dollars,  in an amount not
to exceed the Revolving  Credit  Commitment at such time (each  individually,  a
"Revolving Loan" and, collectively, the "Revolving Loans"). Subject to the terms
of this Agreement,  the Borrower may borrow,  repay and reborrow Revolving Loans
at any time  prior to the  Termination  Date.  The  Revolving  Loans made on the
Closing  Date shall  initially  be  Floating  Rate Loans and  thereafter  may be
continued as Floating Rate Loans or converted into  Eurodollar Rate Loans in the
manner  provided  in  Section  2.10 and  subject  to the  other  conditions  and
limitations  therein  set  forth  and set  forth  in  this  Article  II.  On the
Termination  Date,  the Borrower shall repay in full the  outstanding  principal
balance of the Revolving Loans.

      2.3  [Reserved].

      2.4 Rate Options for all  Advances.  The  Revolving  Loans may be Floating
Rate Advances or Eurodollar Rate Advances, or a combination thereof, selected by
the Borrower in  accordance  with  Section  2.10.  The  Borrower may select,  in
accordance  with Section 2.10, Rate Options and Interest  Periods  applicable to
portions of the Revolving Loans and the Term Loans; provided that there shall be
no more than eight (8)  Interest  Periods in effect  with  respect to all of the
Loans at any time.

      2.5  Optional Payments; Mandatory Prepayments.

      (A) Optional Payments. The Borrower may from time to time repay or prepay,
without  penalty  or  premium  all or any  part  of  outstanding  Floating  Rate
Advances. Eurodollar Rate Advances may be voluntarily repaid or prepaid prior to
the last day of the applicable  Interest Period,  subject to the indemnification
provisions  contained in subsection (B) below,  provided,  that the Borrower may
not so prepay  Eurodollar  Rate Advances  unless it shall have provided at least
three Business Days' written notice to the Lender of such prepayment.


                                                        -5-

<PAGE>



      (B) Funding  Indemnification.  If any payment of a Eurodollar Rate Advance
occurs on a date which is not the last day of the  applicable  Interest  Period,
whether because of acceleration,  prepayment, or otherwise, or a Eurodollar Rate
Advance is not made on the date  specified  by the Borrower for any reason other
than default by the Lender, the Borrower indemnifies each Lender for any loss or
cost incurred by it resulting therefrom, including, without limitation, any loss
or cost in  liquidating or employing  deposits  acquired to fund or maintain the
Eurodollar Rate Advance.

      2.6  Reduction of  Commitments.  The Borrower may  permanently  reduce the
Revolving Loan Commitment in whole,  or in part, in an aggregate  minimum amount
of  $1,000,000  and  integral  multiples  of  $100,000  in excess of that amount
(unless the Revolving  Loan  Commitment is reduced in whole),  upon at least one
Business  Day's  written  notice to the Lender,  which notice shall  specify the
amount  of any  such  reduction;  provided,  however,  that  the  amount  of the
Revolving  Loan  Commitment  may not be reduced  below the  aggregate  principal
amount of the outstanding  Revolving Credit Obligations.  All accrued commitment
fees  shall  be  payable  on  the  effective  date  of  any  termination  of the
obligations of the Lender to make Loans hereunder.

      2.7  [Reserved].

      2.8 Method of  Selecting  Types and  Interest  Periods for  Advances.  The
Borrower  shall select the Type of Advance  and, in the case of each  Eurodollar
Rate Advance,  the Interest Period applicable to each Advance from time to time.
The Borrower shall give the Lender  irrevocable  notice in the form of Exhibit B
hereto (a "Borrowing  Notice") not later than 9:30 a.m.  (Indianapolis time) (a)
on the Borrowing  Date of each Floating Rate Advance and (b) three Business Days
before the Borrowing Date for each Eurodollar Rate Advance,  specifying: (i) the
Borrowing  Date  (which  shall  be a  Business  Day) of such  Advance;  (ii) the
aggregate amount of such Advance;  (iii) the Type of Advance selected;  and (iv)
in the case of each  Eurodollar  Rate Advance,  the Interest  Period  applicable
thereto.  The Borrower shall select Interest Periods so that, to the best of the
Borrower's  knowledge,  it will not be necessary to prepay all or any portion of
any  Eurodollar  Rate Advance prior to the last day of the  applicable  Interest
Period in order to make mandatory  prepayments as required pursuant to the terms
hereof.  Each Floating Rate Advance and all  Obligations  other than Loans shall
bear  interest from and including the date of the making of such Advance to (but
not including) the date of repayment thereof at the Floating Rate, changing when
and as such  Floating  Rate  changes.  Changes in the rate of  interest  on that
portion  of any  Advance  maintained  as a Floating  Rate Loan will take  effect
simultaneously with each change in the Alternate Base Rate. Each Eurodollar Rate
Advance  shall bear  interest  from and  including the first day of the Interest
Period  applicable  thereto to (but not including) the last day of such Interest
Period at the interest rate  determined as  applicable to such  Eurodollar  Rate
Advance.

      2.9 Minimum  Amount of Each Advance.  Each Advance shall be in the minimum
amount  of  $500,000  (and in  multiples  of  $100,000  if in  excess  thereof),
provided,  however,  that any Floating  Rate Advance may be in the amount of the
unused Aggregate Revolving Loan Commitment.


                                                        -6-

<PAGE>



      2.10 Method of Selecting  Types and Interest  Periods for  Conversion  and
Continuation of Advances.

      (A) Right to Convert. The Borrower may elect from time to time, subject to
the  provisions of Section 2.4 and this Section 2.10, to convert all or any part
of a Loan of any Type into any other Type or Types of Loans;  provided  that any
conversion  of any  Eurodollar  Rate Advance  shall be made on, and only on, the
last day of the Interest Period applicable thereto.

      (B)  Automatic  Conversion  and  Continuation.  Floating  Rate Loans shall
continue as Floating  Rate Loans unless and until such  Floating  Rate Loans are
converted into  Eurodollar  Rate Loans.  Eurodollar Rate Loans shall continue as
Eurodollar  Rate  Loans  until the end of the then  applicable  Interest  Period
therefor,  at which  time such  Eurodollar  Rate  Loans  shall be  automatically
converted  into  Floating  Rate Loans unless the  Borrower  shall have given the
Lender notice in accordance with Section 2.10(D)  requesting that, at the end of
such Interest  Period,  such Eurodollar Rate Loans continue as a Eurodollar Rate
Loan.

      (C) No Conversion Post-Default or Post-Unmatured Default.  Notwithstanding
anything to the contrary  contained in Section  2.10(A) or Section  2.10(B),  no
Loan may be converted  into or continued as a Eurodollar  Rate Loan (except with
the consent of the Lender)  when any Default or  Unmatured  Default has occurred
and is continuing.

      (D)  Conversion/Continuation  Notice.  The Borrower  shall give the Lender
irrevocable notice (a "Conversion/Continuation  Notice") of each conversion of a
Floating Rate Loan into a Eurodollar  Rate Loan or  continuation of a Eurodollar
Rate Loan not later than 10:00 a.m.  (Indianapolis  time)  three  Business  Days
prior to the date of the requested conversion or continuation,  specifying:  (1)
the  requested  date  (which  shall be a  Business  Day) of such  conversion  or
continuation;  (2) the amount and Type of the Loan to be converted or continued;
and (3) the  amount of  Eurodollar  Rate  Loan(s)  into which such Loan is to be
converted  or  continued  and the  duration of the  Interest  Period  applicable
thereto.

      2.11 Default Rate.  After the occurrence  and during the  continuance of a
Default,  at the option of the Lender,  the interest  rate(s)  applicable to the
Obligations  shall be  increased  by two  percent  (2.0%)  per  annum  above the
Floating Rate or Eurodollar Rate, as applicable.

      2.12 Method of Payment.  All  payments of  principal,  interest,  and fees
hereunder  shall  be  made,  without  setoff,  deduction  or  counterclaim,   in
immediately  available  funds to the Lender at the  Lender's  address  specified
herein, by 2:00 p.m. (Indianapolis time) on the date when due.

      2.13 Note. The Lender is authorized to record the principal amount of each
of its Loans  and each  repayment  with  respect  to its  Loans on the  schedule
attached to the Note; provided, however, that the failure to so record shall not
affect the Borrower's obligations under any such Note.


                                                        -7-

<PAGE>



      2.14  Telephonic  Notices.  The Borrower  authorizes  the Lender to extend
Advances,  effect selections of Types of Advances and to transfer funds based on
telephonic  notices  made by any person or  persons  the Lender or any Lender in
good faith believes to be acting on behalf of the Borrower.  The Borrower agrees
to  deliver  promptly  to  the  Lender  a  written  confirmation,  signed  by an
Authorized  Officer,  if such  confirmation  is  requested  by the Lender or any
Lender, of each telephonic  notice. If the written  confirmation  differs in any
material respect from the action taken by the Lender,  (i) the telephonic notice
shall  govern  absent  manifest  error  and (ii) the  Lender or the  Lender,  as
applicable,  shall  promptly  notify the  Authorized  Officer who provided  such
confirmation of such difference.

      2.15  Promise to Pay;  Interest  Payment  Dates;  Interest  and Fee Basis;
Taxes; Loan and Control Accounts.

      (A) Promise to Pay. The Borrower  unconditionally promises to pay when due
the principal amount of each Loan and all other Obligations  incurred by it, and
to pay all unpaid interest accrued thereon, in accordance with the terms of this
Agreement and the Note.

      (B) Interest  Payment Dates.  Interest  accrued on each Floating Rate Loan
shall be payable on each Payment  Date,  commencing  with the first such date to
occur  after the date  hereof,  and at  maturity  (whether  by  acceleration  or
otherwise).  Interest  accrued on each  Eurodollar Rate Loan shall be payable on
the last  day of its  applicable  Interest  Period,  on any  date on  which  the
Eurodollar Rate Loan is prepaid,  whether by  acceleration or otherwise,  and at
maturity.  Interest  accrued on each  Eurodollar  Rate Loan  having an  Interest
Period  longer than three  months  shall also be payable on the last day of each
three-month  interval  during  such  Interest  Period.  Interest  accrued on the
principal  balance of all other  Obligations  shall be payable in arrears (i) on
the last day of each calendar month,  commencing on the first such day following
the incurrence of such  Obligation,  (ii) upon  repayment  thereof in full or in
part,  and  (iii) if not  theretofore  paid in  full,  at the  time  such  other
Obligation becomes due and payable (whether by acceleration or otherwise).

      2.16  Termination  Date.  This  Agreement  shall be  effective  until  the
Termination  Date.  Notwithstanding  the  termination  of this  Agreement on the
Termination Date, until all of the Obligations (other than contingent  indemnity
obligations) shall have been fully and indefeasibly paid and satisfied,  and all
financing  arrangements  among  the  Borrower  and the  Lender  shall  have been
terminated,  all of the rights and remedies  under this  Agreement and the other
Loan Documents shall survive.


ARTICLE III:  CONDITIONS PRECEDENT

      3.1 Each  Advance.  The Lender  shall not be required to make any Advance,
unless on the  applicable  Borrowing  Date there  exists no Default or Unmatured
Default and the representations and warranties  contained in Article IV continue
to be true and correct in all material respects.


                                                        -8-

<PAGE>



ARTICLE IV:  REPRESENTATIONS AND WARRANTIES

       In order to induce the Lender to enter  into this  Agreement  and to make
the Loans and the other  financial  accommodations  to the Borrower and to issue
the Letters of Credit described herein, the Borrower  represents and warrants as
follows to each Lender and the Lender as of the Closing Date,  and thereafter on
each date as required by Article III.

      4.1  Organization;   Corporate  Powers.  The  Borrower  and  each  of  its
Subsidiaries  (i) is a  corporation  duly  organized,  validly  existing  and in
existence under the laws of the jurisdiction of its  organization,  (ii) is duly
qualified to do business as a foreign  corporation and is in good standing under
the laws of each  jurisdiction  in which  failure to be so qualified and in good
standing could not reasonably be expected to have a Material Adverse Effect, and
(iii) has all  requisite  corporate  power and  authority  to own,  operate  and
encumber its property and to conduct its business as presently  conducted and as
proposed to be conducted.

      4.2 Authority. The Borrower and each of its Subsidiaries has the requisite
corporate  power and authority to execute,  deliver and perform each of the Loan
Documents.

      4.3  Enforceability.  The  Loan  Documents  are  enforceable  against  the
Borrower in accordance with their respective terms.

ARTICLE V:  DEFAULTS

      5.1 Defaults. Each of the following occurrences shall constitute a Default
under this Agreement:

      (A) Failure to Make Payments When Due. The Borrower  shall (i) fail to pay
when due any of the  Obligations  consisting  of  principal  with respect to the
Loans or (ii) shall fail to pay within three (3) Business  Days of the date when
due  any of the  other  Obligations  under  this  Agreement  or the  other  Loan
Documents.

      (B) Other  Defaults.  The Borrower shall default in the  performance of or
compliance  with any term  contained in this  Agreement,  and such default shall
continue for thirty (30) days after the occurrence thereof.

      (C)  Default  as to  Other  Indebtedness.  The  Borrower  or  any  of  its
Subsidiaries  shall fail to make any  payment  when due  (whether  by  scheduled
maturity, required prepayment,  acceleration,  demand or otherwise) with respect
to any Indebtedness the outstanding principal amount of which Indebtedness is in
excess of $2,500,000 ("Cross Default  Indebtedness"),  or any breach, default or
event of default  shall  occur,  or any other  condition  shall  exist under any
instrument,  agreement  or  indenture  pertaining  to  any  such  Cross  Default
Indebtedness,  if the  effect  thereof  is to cause an  acceleration,  mandatory
redemption, a requirement that the Borrower offer to purchase such Cross Default
Indebtedness or other required repurchase of such Cross Default Indebtedness, or
permit the

                                                        -9-

<PAGE>



holder(s) of such Cross Default  Indebtedness  to accelerate the maturity of any
such Cross Default  Indebtedness or require a redemption or other  repurchase of
such Cross Default Indebtedness; or any such Cross Default Indebtedness shall be
otherwise  declared to be due and  payable (by  acceleration  or  otherwise)  or
required to be prepaid, redeemed or otherwise repurchased by the Borrower or any
of its Subsidiaries  (other than by a regularly  scheduled required  prepayment)
prior to the stated maturity thereof.

      (D)  Involuntary Bankruptcy; Appointment of Receiver, Etc.

                  (i)  An  involuntary  case  shall  be  commenced  against  the
         Borrower or any of the Borrower's  Subsidiaries  and the petition shall
         not be dismissed,  stayed,  bonded or discharged within sixty (60) days
         after  commencement of the case; or a court having  jurisdiction in the
         premises  shall  enter a decree or order for  relief in  respect of the
         Borrower or any of the Borrower's  Subsidiaries in an involuntary case,
         under any applicable bankruptcy, insolvency or other similar law now or
         hereinafter  in effect;  or any other  similar  relief shall be granted
         under any applicable federal, state, local or foreign law.

                  (ii) A decree or order of a court having  jurisdiction  in the
         premises for the appointment of a receiver,  liquidator,  sequestrator,
         trustee,  custodian or other  officer  having  similar  powers over the
         Borrower  or  any of  the  Borrower's  Subsidiaries  or  over  all or a
         substantial  part  of  the  property  of  the  Borrower  or  any of the
         Borrower's  Subsidiaries  shall be  entered;  or an  interim  receiver,
         trustee or other  custodian  of the  Borrower or any of the  Borrower's
         Subsidiaries  or of all or a  substantial  part of the  property of the
         Borrower or any of the Borrower's  Subsidiaries shall be appointed or a
         warrant  of  attachment,  execution  or  similar  process  against  any
         substantial  part  of  the  property  of  the  Borrower  or  any of the
         Borrower's Subsidiaries shall be issued and any such event shall not be
         stayed,  dismissed,  bonded or discharged  within sixty (60) days after
         entry, appointment or issuance.

      (E) Voluntary  Bankruptcy;  Appointment of Receiver,  Etc. The Borrower or
any of the Borrower's Subsidiaries shall (i) commence a voluntary case under any
applicable  bankruptcy,  insolvency  or other  similar law now or  hereafter  in
effect, (ii) consent to the entry of an order for relief in an involuntary case,
or to the conversion of an involuntary  case to a voluntary case, under any such
law,  (iii) consent to the  appointment  of or taking  possession by a receiver,
trustee or other custodian for all or a substantial  part of its property,  (iv)
make any  assignment  for the  benefit of  creditors  or (v) take any  corporate
action to authorize any of the foregoing.

      (F) Judgments and Attachments.  Any money judgment(s)  (other than a money
judgment  covered  by  insurance  as to  which  the  insurance  company  has not
disclaimed  or  reserved  the right to  disclaim  coverage),  writ or warrant of
attachment,  or similar process against the Borrower or any of its  Subsidiaries
or any of  their  respective  assets  involving  in any  single  case  or in the
aggregate an amount in excess of  $2,500,000  is or are entered and shall remain
undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days or
in any event later than fifteen (15) days prior to the date of any proposed sale
thereunder.

                                                       -10-

<PAGE>



      (G)  Dissolution.  Any order,  judgment or decree shall be entered against
the Borrower  decreeing its  involuntary  dissolution or split up and such order
shall  remain  undischarged  and  unstayed  for a period in excess of sixty (60)
days;  or the  Borrower  shall  otherwise  dissolve or cease to exist  except as
specifically permitted by this Agreement.

      (H) Loan  Documents.  At any time, for any reason,  any Loan Document as a
whole  that  materially  affects  the  ability  of the  Lender  to  enforce  the
Obligations  ceases to be in full force and effect or the Borrower or any of the
Borrower's  Subsidiaries  party  thereto  seeks  to  repudiate  its  obligations
thereunder.

      A Default  shall be deemed  "continuing"  until  cured or until  waived in
writing in accordance with Section 6.3.


ARTICLE VI:  ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS
AND REMEDIES

      6.1 Termination of Commitments;  Acceleration. If any Default described in
Section 5.1(D) or 5.1(E) occurs with respect to the Borrower, the obligations of
the  Lender  to make  Loans  hereunder  shall  automatically  terminate  and the
Obligations  shall  immediately  become due and payable  without any election or
action on the part of the Lender.  If any other Default  occurs,  the Lender may
terminate or suspend the obligations of the Lender to make Loans  hereunder,  or
declare  the  Obligations  to  be  due  and  payable,  or  both,  whereupon  the
Obligations  shall  become  immediately  due and payable,  without  presentment,
demand,  protest  or  notice of any kind,  all of which the  Borrower  expressly
waives.

      6.2  Amendments.  Subject to the provisions of this Article VI, the Lender
and the Borrower may enter into agreements  supplemental  hereto for the purpose
of adding or modifying any  provisions to the Loan  Documents or changing in any
manner the rights of the Lender or the Borrower hereunder or waiving any Default
hereunder.

      6.3 Preservation of Rights. No delay or omission of the Lender to exercise
any right under the Loan Documents shall impair such right or be construed to be
a  waiver  of  any  Default  or an  acquiescence  therein,  notwithstanding  the
existence  of a  Default  or  the  inability  of the  Borrower  to  satisfy  the
conditions   precedent  to  such  Loan  shall  not   constitute  any  waiver  or
acquiescence.  Any  single  or  partial  exercise  of any such  right  shall not
preclude other or further  exercise  thereof or the exercise of any other right,
and no  waiver,  amendment  or  other  variation  of the  terms,  conditions  or
provisions  of the Loan  Documents  whatsoever  shall be valid unless in writing
signed by the Lender  required  pursuant  to Section  6.2,  and then only to the
extent in such writing  specifically  set forth.  All remedies  contained in the
Loan Documents or by law afforded shall be cumulative and all shall be available
to the Lender until the Obligations have been paid in full.



                                                       -11-

<PAGE>



ARTICLE VII:  GENERAL PROVISIONS

      7.1 Governmental  Regulation.  Anything contained in this Agreement to the
contrary  notwithstanding,  no Lender shall be obligated to extend credit to the
Borrower  in  violation  of  any  limitation  or  prohibition  provided  by  any
applicable statute or regulation.

      7.2 Headings.  Section  headings in the Loan Documents are for convenience
of  reference  only,  and  shall not  govern  the  interpretation  of any of the
provisions of the Loan Documents.

      7.3 Entire  Agreement.  The Loan Documents embody the entire agreement and
understanding among the Borrower,  the Lender and supersede all prior agreements
and  understandings  among the Borrower,  and the Lender relating to the subject
matter thereof.

      7.4  Expenses; Indemnification.

      (A) Expenses.  The Borrower shall  reimburse the Lender for any reasonable
costs, charges for internal legal services and out-of-pocket expenses (including
attorneys' and paralegals' fees and time charges of attorneys and paralegals for
the Lender,  which attorneys and paralegals may be employees of the Lender) paid
or  incurred  by the Lender in  connection  with the  preparation,  negotiation,
execution,   delivery,   syndication,   review,  amendment,   modification,  and
administration of the Loan Documents.  The Borrower also agrees to reimburse the
Lender for any costs,  internal charges and  out-of-pocket  expenses  (including
attorneys' and paralegals' fees and time charges of attorneys and paralegals for
the Lender,  which attorneys and paralegals may be employees of the Lender) paid
or incurred by the Lender in connection  with the collection of the  Obligations
and enforcement of the Loan Documents.

      (B) Indemnity. The Borrower further agrees to defend, protect,  indemnify,
and hold harmless the Lender and each of their respective  Affiliates,  and each
of the Lender's,  or  Affiliate's  respective  officers,  directors,  employees,
attorneys and Lender (collectively,  the "Indemnitees") from and against any and
all liabilities,  obligations,  losses, damages, penalties,  actions, judgments,
suits,  claims,  costs,  expenses of any kind or nature  whatsoever  (including,
without  limitation,  the fees and disbursements of counsel for such Indemnitees
in connection with any  investigative,  administrative  or judicial  proceeding,
whether or not such  Indemnitees  shall be designated a party thereto),  imposed
on, incurred by, or asserted  against such Indemnitees in any manner relating to
or arising out of:

                  (i) this Agreement,  or any act, event or transaction  related
            or attendant thereto or to the making of the Loans; or

                  (ii) any liabilities, obligations,  responsibilities,  losses,
            damages, personal injury, death, punitive damages, economic damages,
            consequential  damages,  treble  damages,  intentional,  willful  or
            wanton  injury,  damage  or  threat  to  the  environment,   natural
            resources   or  public   health  or  welfare,   costs  and  expenses
            (including, without limitation, attorney, expert and consulting fees
            and costs of investigation, feasibility or remedial action studies),
            fines,

                                                       -12-

<PAGE>



            penalties  and  monetary  sanctions,  interest,  direct or indirect,
            known or unknown,  absolute or contingent,  past,  present or future
            relating  to  violation  of  any  environmental,  health  or  safety
            Requirements  of Law arising  from or in  connection  with the past,
            present or future  operations of the Borrower,  its  Subsidiaries or
            any of their  respective  predecessors  in  interest,  or, the past,
            present or future  environmental,  health or safety condition of any
            respective  property  of  the  Borrower  or  its  Subsidiaries,  the
            presence of asbestos-containing materials at any respective property
            of the  Borrower or its  Subsidiaries  or the Release or  threatened
            Release of any Contaminant into the environment  (collectively,  the
            "Indemnified Matters");

provided,  however,  the  Borrower  shall have no  obligation  to an  Indemnitee
hereunder  with respect to  Indemnified  Matters  caused  solely by or resulting
solely from the willful  misconduct or Gross  Negligence  of such  Indemnitee or
breach of contract by such  Indemnitee  with respect to the Loan  Documents,  in
each  case,  as  determined  by the final  non-appealed  judgment  of a court of
competent jurisdiction.  If the undertaking to indemnify,  pay and hold harmless
set forth in the preceding sentence may be unenforceable because it is violative
of any law or public policy,  the Borrower shall  contribute the maximum portion
which it is permitted to pay and satisfy  under  applicable  law, to the payment
and satisfaction of all Indemnified Matters incurred by the Indemnitees.

      (C) Survival of Agreements. The obligations and agreements of the Borrower
under this Section 10.7 shall survive the termination of this Agreement.

      7.5 Severability of Provisions. Any provision in any Loan Document that is
held to be inoperative,  unenforceable, or invalid in any jurisdiction shall, as
to  that  jurisdiction,  be  inoperative,   unenforceable,  or  invalid  without
affecting  the  remaining  provisions  in that  jurisdiction  or the  operation,
enforceability,  or validity of that provision in any other jurisdiction, and to
this end the provisions of all Loan Documents are declared to be severable.

      7.6 GOVERNING LAW. ANY DISPUTE BETWEEN THE BORROWER AND THE LENDER ARISING
OUT  OF,  CONNECTED  WITH,   RELATED  TO,  OR  INCIDENTAL  TO  THE  RELATIONSHIP
ESTABLISHED  BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS,  AND WHETHER ARISING IN CONTRACT,  TORT,  EQUITY,  OR OTHERWISE,
SHALL BE RESOLVED IN ACCORDANCE  WITH THE INTERNAL  LAWS (WITHOUT  REGARD TO THE
CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF INDIANA.

      7.7  CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

      (A)  JURISDICTION.  EXCEPT AS  PROVIDED  IN  SUBSECTION  (B),  EACH OF THE
PARTIES  HERETO  AGREES THAT ALL DISPUTES  AMONG THEM ARISING OUT OF,  CONNECTED
WITH,  RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP  ESTABLISHED  AMONG THEM IN
CONNECTION  WITH,  THIS  AGREEMENT  OR ANY OF THE OTHER LOAN  DOCUMENTS  WHETHER
ARISING IN CONTRACT,  TORT, EQUITY, OR OTHERWISE, MAY BE RESOLVED EXCLUSIVELY BY
STATE OR FEDERAL COURTS

                                                       -13-

<PAGE>



LOCATED IN INDIANAPOLIS,  INDIANA,  BUT THE PARTIES HERETO  ACKNOWLEDGE THAT ANY
APPEALS  FROM THOSE  COURTS MAY HAVE TO BE HEARD BY A COURT  LOCATED  OUTSIDE OF
INDIANAPOLIS, INDIANA. EACH OF THE PARTIES HERETO WAIVES IN ALL DISPUTES BROUGHT
PURSUANT TO THIS  SUBSECTION  (A) ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION
OF THE COURT CONSIDERING THE DISPUTE.

      (B) OTHER  JURISDICTIONS.  THE BORROWER  AGREES THAT THE LENDER SHALL HAVE
THE RIGHT TO PROCEED  AGAINST  THE  BORROWER  OR ITS  PROPERTY IN A COURT IN ANY
LOCATION  TO ENABLE  SUCH PERSON TO (1) OBTAIN  PERSONAL  JURISDICTION  OVER THE
BORROWER  OR (2) REALIZE ON ANY  SECURITY  FOR THE  OBLIGATIONS  OR TO ENFORCE A
JUDGMENT OR OTHER  COURT ORDER  ENTERED IN FAVOR OF SUCH  PERSON.  THE  BORROWER
AGREES THAT IT WILL NOT ASSERT ANY  PERMISSIVE  COUNTERCLAIMS  IN ANY PROCEEDING
BROUGHT BY SUCH  PERSON TO REALIZE ON ANY  SECURITY  FOR THE  OBLIGATIONS  OR TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH  PERSON.  THE  BORROWER
WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH SUCH
PERSON HAS COMMENCED A PROCEEDING DESCRIBED IN THIS SUBSECTION (B).

      (C) VENUE.  THE  BORROWER  IRREVOCABLY  WAIVES ANY  OBJECTION  (INCLUDING,
WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON  CONVENIENS)  WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY SUCH  ACTION OR  PROCEEDING  WITH  RESPECT  TO THIS  AGREEMENT  OR ANY OTHER
INSTRUMENT,  DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION  HEREWITH
IN ANY JURISDICTION SET FORTH ABOVE.

      (D) WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO  IRREVOCABLY  WAIVES
ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE,  WHETHER SOUNDING
IN CONTRACT,  TORT, OR OTHERWISE,  ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE  RELATIONSHIP  ESTABLISHED  AMONG THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER INSTRUMENT,  DOCUMENT OR AGREEMENT  EXECUTED OR DELIVERED
IN CONNECTION HEREWITH.  EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY
SUCH CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION  SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL  COUNTERPART  OR A
COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN  EVIDENCE OF THE CONSENT OF THE
PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


                                                       -14-

<PAGE>



      7.8  SUBORDINATION.  THE OBLIGATIONS UNDER THIS AGREEMENT ARE SUBORDINATED
TO CERTAIN SENIOR  INDEBTEDNESS  TO THE EXTENT AND ON THE TERMS SET FORTH IN THE
SUBORDINATION AGREEMENT.


ARTICLE VI:  NOTICES

      6.1 Giving Notice.  Except as otherwise  permitted herein, all notices and
other  communications  provided to any party hereto under this  Agreement or any
other  Loan  Documents  shall be in  writing  or by telex  or by  facsimile  and
addressed  or  delivered  to such  party at its  address  set  forth  below  its
signature  hereto or at such other address as may be designated by such party in
a notice to the other parties. Any notice, if mailed and properly addressed with
postage prepaid, shall be deemed given when received; any notice, if transmitted
by telex or  facsimile,  shall be  deemed  given  when  transmitted  (answerback
confirmed in the case of telexes).

      6.2 Change of  Address.  The  Borrower  and the Lender may each change the
address  for  service  of  notice  upon it by a notice in  writing  to the other
parties hereto.


ARTICLE VII:  COUNTERPARTS

      This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart.  This Agreement shall be
effective when it has been executed by the Borrower and the Lender.


                  [Remainder of This Page Intentionally Blank]

                                                       -15-

<PAGE>



      IN WITNESS  WHEREOF,  the  Borrower  and the  Lender  have  executed  this
Agreement as of the date first above written.


                                      FINISHMASTER, INC.,
                                        as the Borrower



                                      By: /s/ Roger A. Sorokin
                                          ------------------------------
                                          Roger A. Sorokin,
                                          Vice President Finance

                                      Address:
                                      4259 40th Street
                                      Kentwood, Michigan  49512

                                      Attention:  Roger A. Sorokin
                                      Telephone No.: 616-949-0607
                                      Facsimile No.: 616-949-1264



                                      LDI, LTD.,
                                      as Lender

                                      By:      LDI Management, Inc.
                                          ------------------------------

                                      By:      /s/ Andre B. Lacy
                                          ------------------------------
                                               Andre B. Lacy, Chairman and CEO

                                      Address:
                                      54 Monument Circle
                                      Indianapolis, Indiana  46204
                                      Attention:  Andre B. Lacy
                                      Telephone No.: 317-237-2272
                                      Facsimile No.: 317-237-5430




                                                       -16-

<PAGE>



                                    EXHIBIT A
                                       TO
                                CREDIT AGREEMENT

                             Form of Revolving Note

THE OBLIGATIONS UNDER THIS NOTE ARE SUBORDINATED TO CERTAIN SENIOR  INDEBTEDNESS
TO THE  EXTENT  AND  ON  THE  TERMS  SET  FORTH  IN  THAT  CERTAIN  SUPPLEMENTAL
SUBORDINATION  AGREEMENT  DATED AS OF MARCH 27,  1998,  BY AND AMONG LDI,  LTD.,
FINISHMASTER,  INC. AND NBD BANK, N.A., AS AGENT, AS SUCH AGREEMENT IS FROM TIME
TO TIME AMENDED.

                                 REVOLVING NOTE


U.S. $10,000,000                                           Indianapolis, Indiana
                                                                  March 27, 1998


      FOR VALUE  RECEIVED,  the  undersigned,  FINISHMASTER,  INC.,  an  Indiana
corporation  (the  "Borrower"),  HEREBY  UNCONDITIONALLY  PROMISES TO PAY to the
order of LDI LTD., an Indiana limited  partnership  (the "Lender") the principal
sum of TEN MILLION  DOLLARS  ($10,000,000),  or, if less,  the aggregate  unpaid
amount of all "Revolving Loans" (as defined in the Credit Agreement  referred to
below) made by the Lender to the Borrower pursuant to Section 2.2 of the "Credit
Agreement"  (as defined  below) on the  "Revolving  Loan  Termination  Date" (as
defined in the Credit Agreement),  or on such earlier date as may be required by
the  terms of the  Credit  Agreement.  Capitalized  terms  used  herein  and not
otherwise defined herein are as defined in the Credit Agreement.

           The Borrower  promises to pay interest on the unpaid principal amount
of each Revolving Loan from the date of such Revolving Loan until such principal
amount  is paid in full at a rate or rates per annum  determined  in  accordance
with the terms of the Credit Agreement. Interest hereunder is due and payable at
such times and on such dates as set forth in the Credit Agreement.

           Both principal and interest are payable in lawful money of the United
States of America to the Agent (as defined below),  to such domestic  account as
the Agent may designate,  in same day funds. At the time of each Revolving Loan,
and upon each payment or prepayment  of principal of each  Revolving  Loan,  the
Lender shall make a notation  either on the schedule  attached hereto and made a
part hereof, or in such Lender's own books and records,  in each case specifying
the amount of such Revolving Loan, the respective  Interest  Period thereof,  in
the case of Eurodollar  Rate Loans,  or the amount of principal  paid or prepaid
with  respect to such  Revolving  Loan,  as the case may be;  provided  that the
failure of the Lender to make any such  recordation or notation shall not affect
the Obligations of the Borrower hereunder or under the Credit Agreement.

           This Revolving  Note is one of the  "Revolving  Note" referred to in,
and is entitled to the benefits of, the Credit  Agreement  dated as of March 27,
1998 (as amended, restated, supplemented or modified from

                                                            -1-

<PAGE>



time to time,  the "Credit  Agreement")  among the Borrower and the Lender.  The
Credit Agreement,  among other things,  (i) provides for the making of Revolving
Loans by the Lender to the Borrower from time to time in an aggregate amount not
to exceed at any time the outstanding  U.S. Dollar amount first above mentioned,
the  indebtedness of the Borrower  resulting from each such Revolving Loan being
evidenced by this Revolving Note and (ii) contains  provisions for  acceleration
of the maturity  hereof upon the happening of certain stated events and also for
prepayments  of the  principal  hereof  prior to the  maturity  hereof,  without
penalty or premium, upon the terms and conditions therein specified.

           Demand,  presentment,  protest  and notice of  nonpayment  are hereby
waived by the Borrower.

           Whenever in this Revolving  Note reference is made to the Agent,  the
Lender or Borrower, such reference shall be deemed to include, as applicable,  a
reference to their respective  successors and assigns permitted  pursuant to the
Credit  Agreement.  The  provisions of this Revolving Note shall be binding upon
and shall  inure to the  benefit  of said  successors  and  assigns.  Borrower's
successors and assigns shall include, without limitation, a receiver, trustee or
debtor in possession of or for Borrower.

           This Revolving Note shall be governed by,  interpreted  and enforced,
and the rights and liabilities of the parties hereto  determined,  in accordance
with the internal laws (without  regard to the conflicts of law  provisions)  of
the State of Indiana.


                                         FINISHMASTER, INC.


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


                                                            -2-

<PAGE>



             SCHEDULE OF REVOLVING LOANS AND PAYMENTS OR PREPAYMENTS

                                              Amount of
                                   Interest   Principal  Unpaid
          Amount of     Type of    Period/    Paid or    Principal    Notation
Date      Loan          Loan       Rate       Prepaid    Balance      Made By
----      ----          ----       ----       -------    -------      -------





                                                        -3-

<PAGE>


                                    EXHIBIT B
                                       TO
                                CREDIT AGREEMENT

                            Form of Borrowing Notice


TO:      LDI,  LTD.,  as  lender  (the  "Lender"),  under  that  certain  Credit
         Agreement  dated as of March 27, 1998 (the "Credit  Agreement")  by and
         among  FinishMaster,  Inc. (the "Borrower") and the Lender (such Credit
         Agreement,  as the  same  may be  amended,  restated,  supplemented  or
         otherwise modified from time to time, the "Credit Agreement")

           The Borrower  hereby gives to the Lender a Borrowing  Notice pursuant
to Section 2.8 of the Credit  Agreement,  and Borrower hereby requests to borrow
on , (the  "Borrowing  Date")  from the Lender on a pro rata basis an  aggregate
principal amount of:

           $                          in Revolving Loans as a
                  ---
                  ---Floating Rate Advance

                  ---
                  ---Eurodollar Advance

                  o         Applicable Interest Period of              month(s).

           The  Borrower  hereby  represents  and warrants  that the  conditions
contained in Article III have been satisfied.

           Unless  otherwise  defined  herein,   terms  defined  in  the  Credit
Agreement shall have the same meanings in this Notice.

                                            Dated:                         ,

                                            FINISHMASTER, INC.


                                            By:
                                               ------------------------------
                                            Name:
                                            Title:











                                                        -1-