EXHIBIT 1.2
                              ASSUMPTION AGREEMENT

          Keystone Automotive Operations, Inc. ("Keystone"), as of the date
hereof, hereby expressly assumes, and agrees to perform and discharge, all of
the obligations and liabilities of the "Company" under the Purchase Agreement
(the "Purchase Agreement") dated October 23, 2003 among Keystone Merger Sub,
Inc. and Banc of America Securities LLC and UBS Securities LLC, as Initial
Purchasers, including without limitation, the indemnity and contribution
obligations under the Purchase Agreement. All references in the Purchase
Agreement to the "Company" shall hereafter refer to Keystone and its respective
successors.

          Each of Keystone Automotive Operations Of Canada, Inc., Keystone
Automotive Operations Midwest, Inc., Key Comp, Inc., A&A Auto Parts Stores,
Inc., Keystone Automotive Distributors, Inc., American Specialty Equipment
Corp., Kao Management Services, Inc., Keystone Marketing Services, Inc. and
Driverfx.Com, Inc. (the "Assuming Guarantors"), as of the date hereof, hereby
makes the representations and warranties and expressly assumes, and agrees to
perform and discharge, all of the obligations and liabilities, of a "Guarantor"
under the Purchase Agreement, including without limitation, any indemnity and
contribution obligations under the Purchase Agreement. All references in the
Purchase Agreement to the "Guarantors" shall hereafter refer to each of the
Assuming Guarantors and their respective successors.


                            [Signature Page Follows]



     IN WITNESS WHEREOF, each of the undersigned executed and delivered this
Assumption Agreement as of October 30, 2003.


                                        KEYSTONE AUTOMOTIVE OPERATIONS, INC.


                                        By: /s/ Bryant Bynum
                                            ------------------------------------
                                            Name: Bryant Bynum
                                            Title: President


                                        KEYSTONE AUTOMOTIVE OPERATIONS OF
                                         CANADA, INC.
                                        KEYSTONE AUTOMOTIVE OPERATIONS
                                         MIDWEST, INC.
                                        KEY COMP, INC.
                                        A&A AUTO PARTS STORES, INC.
                                        KEYSTONE AUTOMOTIVE DISTRIBUTORS, INC.
                                        AMERICAN SPECIALTY EQUIPMENT CORP.
                                        KAO MANAGEMENT SERVICES, INC.
                                        KEYSTONE MARKETING SERVICES, INC.
                                        DRIVERFX.COM, INC.


                                        By: /s/ Bryant Bynum
                                            ------------------------------------
                                            Name: Bryant Bynum
                                            Title: Treasurer


                 [Keystone and Guarantors Assumption Agreement]

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