UNIT PURCHASE AGREEMENT

     THIS  UNIT   PURCHASE   AGREEMENT,   dated  as  of  April  10,  2002  (this
"Agreement"),  is made by and  among  Outsourcing  Solutions  Inc.,  a  Delaware
corporation  (the "Company"),  and the Purchasers  listed on the signature pages
hereto  (each a  "Purchaser"  and  collectively  the  "Purchasers").  Except  as
otherwise  indicated,  capitalized  terms used  herein are  defined in Section 7
hereof.

     The parties hereto agree as follows:

     Section 1.  Authorization  of Series B Junior  Preferred Stock. The Company
has authorized a class of 7,500 shares of Series B Junior  Preferred  Stock,  no
par value per  share,  having  the terms and  provisions  set forth on Exhibit A
hereto (the "Series B Junior Preferred Stock").

     Section 2.  Purchase and Sale of Junior Preferred Stock.

     2A.  Purchase  and Sale.  Subject  to the terms  and  conditions  set forth
herein,  the  Company  will  sell to each  Purchaser,  and each  Purchaser  will
purchase  from the  Company,  (i)  such  number  of  shares  of  Series B Junior
Preferred  Stock as is set forth in Schedule 1 attached  hereto at the  purchase
price set forth  thereon and (ii) a warrant (each a "Warrant") to purchase up to
the number of shares of the Company's  Senior Common Stock,  par value $.01 (the
"Senior Common Stock") set forth next opposite such Purchaser's name on Schedule
2 attached  hereto at the purchase  price set forth  thereon.  This purchase and
sale is being  consummated  pursuant to Section 4.C.vii of the Company's  Fourth
Amended and Restated Certificate of Incorporation. The Series B Junior Preferred
Stock and Warrants are collectively referred to herein as the "Units."

     2B.  The  Closing.  The  closing  of the sale  and  purchase  of the  Units
hereunder  (the  "Closing")  will take place at the offices of Kirkland & Ellis,
200 East Randolph,  Chicago,  Illinois 60601.  At the Closing,  the Company will
deliver to each Purchaser (i) a Warrant and (ii) a certificate  or  certificates
evidencing  the  number  of  shares  of  Series B Junior  Preferred  Stock to be
purchased by such  Purchaser,  registered in the name of such Purchaser  against
payment of the purchase  price  therefor by delivery of a cashier's or certified
check  or  checks  of  immediately  available  funds  or  by  wire  transfer  of
immediately available funds to a bank account designated by the Company.

     Section 3.  Restrictions on Transfers.

     3A. Transfer of Restricted  Securities.  No holder of Restricted Securities
(other than Madison Dearborn Capital Partners III, L.P. or its affiliates) shall
sell, transfer,  assign, pledge or otherwise dispose of (whether with or without
consideration  and whether  voluntarily or involuntarily or by operation of law)
any interest in his Restricted Securities (a "Transfer"), except pursuant to the
provisions of this paragraph 3.

     3B. First Offer Right. At least 30 days prior to making any Transfer of any
Restricted   Securities  the   transferring   stockholder   (the   "Transferring
Stockholder") shall deliver a written notice (an "Offer Notice") to the Company.
The Offer  Notice shall  disclose in  reasonable  detail the proposed  number of
Restricted  Securities to be  transferred,  the proposed terms and conditions of
the  Transfer  and the  identity of the  prospective  transferee(s)  (if known).
First,  the  Company  may elect to  purchase  all (but not less than all) of the
Restricted  Securities  specified  in the  Offer  Notice at the price and on the
terms  specified  therein by delivering  written  notice of such election to the
Transferring  Stockholder  as soon as practical but in any event within ten days
after the delivery of the Offer  Notice.  If the Company has elected to purchase
Restricted  Securities from the Transferring  Stockholder,  the transfer of such
shares  shall be  consummated  as soon as  practical  after the  delivery of the
election notice(s) to the Transferring  Stockholder,  but in any event within 15
days after the expiration of the Election Period. To the extent that the Company
has not elected to purchase all of the Restricted  Securities being offered, the
Transferring  Stockholder  may,  within  90 days  after  the  expiration  of the
Election Period and subject to the provisions of subparagraph 3A above, transfer
such Restricted  Securities to one or more third parties at a price no less than
95% of the price per share  specified  in the Offer Notice and on other terms no
more  favorable  to the  transferees  thereof than offered to the Company in the
Offer Notice.  Any  Restricted  Securities  not  transferred  within such 90-day
period shall be reoffered  to the Company  under this  paragraph 3B prior to any
subsequent  Transfer.  The purchase price specified in any Offer Notice shall be
payable solely in cash at the closing of the transaction or in installments over
time

     3C.  Procedure  for  Transfer.  In  connection  with  the  transfer  of any
Restricted  Securities  other than to the  Company or Madison  Dearborn  Capital
Partners III,  L.P. or its  affiliates,  the holder  thereof will deliver to the
Company an opinion (reasonably satisfactory to the Company) of counsel which (to
the Company's  reasonable  satisfaction)  is  knowledgeable  in  securities  law
matters  to the  effect  that such  transfer  of  Restricted  Securities  may be
effected without registration of such Restricted Securities under the Securities
Act.

     Section 4.  Representations  and  Warranties  of the  Company.  The Company
hereby represents and warrants to each Purchaser that as of the Closing:

     4A. Organization, etc. The Company is a corporation duly organized, validly
existing  and in good  standing  under  the laws of the State of  Delaware.  The
Company  has all  requisite  corporate  power  and  authority  to  carry  on its
businesses as now conducted and presently  proposed to be conducted and to carry
out the transactions contemplated by this Agreement.

     4B.  Authorization;  No Breach. The execution,  delivery and performance of
this Agreement and all other agreements and transactions contemplated hereby and
thereby have been duly authorized by the Company.  This Agreement  constitutes a
valid and binding  obligation of the Company  enforceable in accordance with its
terms,  subject to the  availability  of  equitable  remedies and to the laws of
bankruptcy and other similar laws affecting  creditors'  rights  generally.  The
execution and delivery by the Company of this Agreement and all other agreements
and instruments  contemplated  hereby and thereby to be executed by the Company,
and the offering,  sale and issuance of the Units hereunder, do not and will not
(i) conflict  with or result in a breach of the terms,  conditions or provisions
of, (ii)  constitute a default under,  (iii) result in the creation of any lien,
security  interest,  charge or encumbrance  upon the Company's  capital stock or
assets  pursuant  to,  (iv) give any third  party  the right to  accelerate  any
obligation   under,   (v)  result  in  a  violation  of,  or  (vi)  require  any
authorization,  consent, approval,  exemption or other action by or notice to or
filing  with any court or  administrative  or  governmental  body (other than in
connection  with certain state and federal  securities  laws) or any other third
party pursuant to, the Fourth Amended and Restated  Certificate of Incorporation
or the  Bylaws,  or any  law,  statute,  rule,  regulation,  instrument,  order,
judgment  or  decree  to which  the  Company  is  subject  or any  agreement  or
instrument  to which the  Company is a party,  or by which its assets are bound.
The Series B Junior  Preferred  Stock has been duly and validly  authorized  for
issuance by the Company and,  when issued and paid for in  accordance  with this
Agreement, will be fully paid and non-assessable and free and clear of any liens
and preemptive or similar rights. The Senior Common Stock issuable upon exercise
of the Warrants has been duly and validly authorized for issuance by the Company
and, when issued and paid for in accordance with this  Agreement,  will be fully
paid and  non-assessable  and free and  clear of any  liens  and  preemptive  or
similar rights.

     4C. No Registration. Assuming the truth and accuracy of the representations
set forth in Section 5 hereof, the offers and sales of the Units pursuant to the
terms hereof are not required to be registered  under the  Securities Act or any
state securities laws.

     Section 5.  Purchasers' Representations and Warranties.

     5A. Purchasers' Investment  Representations.  Each Purchaser  individually,
and not jointly or severally,  hereby  represents that he or it is acquiring the
Restricted  Securities  purchased  hereunder for his or its own account with the
present intention of holding such securities for investment purposes and that it
has no  intention  of  selling  such  securities  in a  public  distribution  in
violation of federal or state securities laws;  provided that nothing  contained
herein will prevent the Purchaser and the subsequent  holders of such securities
from transferring such securities in compliance with the provisions of Section 3
hereof.  Each  certificate  for  Restricted  Securities  will  be  conspicuously
imprinted with a legend substantially in the following form (the "Securities Act
Legend"):

     "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY  ISSUED ON
     APRIL 10, 2002,  AND HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF
     1933, AS AMENDED (THE "ACT"). THE TRANSFER OF SUCH SECURITIES IS SUBJECT TO
     THE CONDITIONS  SPECIFIED IN THE UNIT PURCHASE  AGREEMENT DATED AS OF APRIL
     10, 2002,  BETWEEN THE ISSUER (THE  "COMPANY")  AND THE ORIGINAL  PURCHASER
     HEREOF,  AND THE  COMPANY  RESERVES  THE RIGHT TO REFUSE TO  TRANSFER  SUCH
     SECURITIES  UNTIL SUCH  CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH
     TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL BE FURNISHED
     BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE."

Whenever any shares of Series B Junior  Preferred  Stock or Senior Common Stock,
as  applicable,  cease  to  be  Restricted  Securities  and  are  not  otherwise
restricted  securities,  the holder thereof will be entitled to receive from the
Company,  without  expense,  upon  surrender  to the Company of the  certificate
representing  such shares of Series B Junior  Preferred  Stock or Senior  Common
Stock,  as applicable,  a new certificate  representing  such shares of Series B
Junior Preferred Stock or Senior Common Stock, as applicable,  of like tenor but
not bearing a legend of the character set forth above.

     5B. Other Representations and Warranties of the Purchasers.  Each Purchaser
individually,  and not  jointly or  severally,  represents  and  warrants to and
covenants and agrees with, the Company that:

          (i) the Purchaser has had an  opportunity to ask questions and receive
     answers  concerning the terms and  conditions of the  securities  purchased
     hereunder and has had full access to such other information  concerning the
     Company, including without limitation the Company's Form 8-K filed on March
     21,  2002,  as the  Purchaser  may have  requested  and that in making  its
     decision to invest in the securities being purchased hereunder it is not in
     any way  relying  on the fact that any other  person  has  decided  to be a
     Purchaser hereunder or to invest in the securities;

          (ii) the Purchaser (a) is an "accredited  investor" as defined in Rule
     501(a)  under  the  Securities  Act or (b) by reason  of his  business  and
     financial  experience,  and the business and financial  experience of those
     retained  by him to  advise  it  with  respect  to  its  investment  in the
     securities being purchased hereunder,  he, together with such advisors, has
     such  knowledge,  sophistication  and  experience in business and financial
     matters  so as to be  capable  of  evaluating  the  merits and risks of its
     prospective  investment  in such  securities,  is able to bear the economic
     risk of such  investment  and,  at the  present  time,  is able to afford a
     complete loss of such investment; and

          (iii) the  Purchaser  has all  requisite  power and authority to enter
     into,  deliver  and  consummate  the  transactions   contemplated  by  this
     Agreement  (including the purchase of the securities to be purchased by the
     Purchaser hereunder) and this Agreement has been duly authorized,  executed
     and  delivered  by the  Purchaser  and  constitutes  a  valid  and  binding
     obligation  of the  Purchaser  enforceable  in  accordance  with its  terms
     (subject  to the  availability  of  equitable  remedies  and to the laws of
     bankruptcy and other similar laws affecting  creditors'  rights  generally)
     and, as applicable,  does not violate the Purchaser's  charter,  by-laws or
     other organizational documents.

     Section 6.  Definitions.

     "Bylaws"  means the Bylaws of the Company,  as such Bylaws may be modified,
amended or amended and restated from time to time.

     "Person" means an  individual,  a  partnership,  a  corporation,  a limited
liability  company,  an  association,  a joint stock  company,  a trust, a joint
venture,  an  unincorporated  organization  or  a  governmental  entity  or  any
department, agency, or political subdivision thereof.

     "Restricted  Securities"  means  the  Series B Junior  Preferred  Stock and
Warrants issued  hereunder and the Senior Common Stock issuable upon exercise of
the  Warrants,  and any  securities  issued with respect to such Series B Junior
Preferred  Stock or Senior  Common  Stock by way of any stock  dividend or stock
split, or in connection with a combination of shares, recapitalization,  merger,
consolidation  or  other   reorganization.   As  to  any  particular  Restricted
Securities,  such  securities  will cease to be Restricted  Securities when they
have (a) been effectively registered under the Securities Act and disposed of in
accordance with the registration  statement covering them or (b) become eligible
for sale  pursuant  to Rule 144  (excluding  Rule  144(k))  or Rule  144A of the
Securities and Exchange Commission (or any similar rule then in force). Whenever
any particular securities cease to be Restricted Securities,  the holder thereof
will be entitled to receive from the Company, without expense, new securities of
like tenor not bearing a  Securities  Act Legend of the  character  set forth in
paragraph 5A.

     "Rule  144" means  Rule 144  promulgated  by the  Securities  and  Exchange
Commission  under the  Securities  Act as such rule may be amended  from time to
time, or any similar rule then in force.

     "Rule 144A" means Rule 144A  promulgated  by the  Securities  and  Exchange
Commission  under the  Securities  Act as such rule may be amended  from time to
time, or any similar rule then in force.

     "Securities  Act" means the  Securities  Act of 1933,  as  amended,  or any
similar federal law then in force.

     "Securities  Exchange  Act" means the  Securities  Exchange Act of 1934, as
amended, or any similar federal law then in force.

     "Securities  and Exchange  Commission"  includes any  governmental  body or
agency succeeding to the functions thereof.

     "Senior  Common Stock" means the Company's  Senior Common Stock,  par value
$0.01.

     Section 7.  Miscellaneous.

     7A.  Remedies.  The holders of the Series B Junior  Preferred  Stock or the
Warrant acquired hereunder  (directly or indirectly) will have all of the rights
and remedies set forth in this Agreement and the  Certificate of  Incorporation,
and all of the rights and  remedies  which such holders have been granted at any
time under any other  agreement or contract,  and all of the rights and remedies
which such holders  have under any law.  Any Person  having any rights under any
provision   of  this   Agreement   will  be  entitled  to  enforce  such  rights
specifically,  to recover  damages by reason of any breach of any  provision  of
this Agreement, and to exercise all other rights granted by law.

     7B.  Amendments  and Waivers.  Except as  otherwise  provided  herein,  any
provision hereof may be amended or waived generally and the Company may take any
action  herein  prohibited,  or omit to perform  any act herein  required  to be
performed  by it, only if the Company has  obtained  the written  consent of the
holders  of at least  two-thirds  of the  outstanding  shares of Series B Junior
Preferred Stock issued  hereunder.  No course of dealing between the Company and
any  holder of Series B Junior  Preferred  Stock or any delay on the part of any
such  holder  in  exercising  any  rights   hereunder  or  under  any  agreement
contemplated hereby or under the Certificate of Incorporation or the Bylaws will
operate as a waiver of any rights of any such holder.

     7C. Survival of Representations  and Warranties.  All  representations  and
warranties  contained  herein  or made in  writing  by any  party in  connection
herewith will survive the execution and delivery of this  Agreement,  regardless
of any investigation made by any Purchaser or on its behalf.

     7D. Successors and Assigns.

          (i) Except as otherwise  expressly  provided herein, all covenants and
     agreements  contained  in  this  Agreement  by or on  behalf  of any of the
     parties  hereto  will  bind and  inure  to the  benefit  of the  respective
     successors  and assigns of such  parties  whether so  expressed  or not. In
     addition,  and whether or not any  express  assignment  has been made,  the
     provisions of this Agreement which are for the  Purchaser's  benefit as the
     purchaser or holder of Units are also for the benefit of and enforceable by
     any subsequent holder of such Purchaser's Units.

          (ii) If a sale,  transfer,  assignment  or  other  disposition  of the
     Series B Junior  Preferred  Stock or the Warrant is made in accordance with
     the provisions of this Agreement to any Person and such  securities  remain
     Restricted  Securities  immediately  after such  disposition,  such  Person
     shall,  at or prior to the time such  securities  are  acquired,  execute a
     counterpart  of this Agreement  with such  modifications  thereto as may be
     necessary  to reflect  such  acquisition,  and such other  documents as are
     necessary to confirm such  Person's  agreement to become a party to, and to
     be bound by, all  covenants,  terms and  conditions  of this  Agreement  as
     theretofore amended.

     7E. Severability.  Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any  provision  of  this  Agreement  is held to be  invalid,  illegal  or
unenforceable  under  any  applicable  law or  rule  in any  jurisdiction,  such
provision will be ineffective only to the extent of such invalidity,  illegality
or unenforceability in such jurisdiction,  without invalidating the remainder of
this  Agreement  in such  jurisdiction  or any  provision  hereof  in any  other
jurisdiction.

     7F. Counterparts.  This Agreement may be executed  simultaneously in two or
more counterparts, any one of which need not contain the signatures of more than
one party, but all such counterparts  taken together will constitute one and the
same Agreement.

     7G. Descriptive  Headings.  The descriptive  headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.

     7H. Governing Law. All issues concerning the  enforceability,  validity and
binding  effect  of  this  Agreement  shall  be  governed  by and  construed  in
accordance with the laws of the State of Delaware,  without giving effect to any
choice of law or  conflict  of law  provision  or rule  (whether of the State of
Delaware or any other  jurisdiction) that would cause the application of the law
of any jurisdiction other than the State of Delaware.

     7I. Notices.  All notices,  demands or other  communications to be given or
delivered  under or by reason of the  provisions  of this  Agreement  will be in
writing and shall be delivered  personally  or by telex or telecopy as described
below or by reputable over night courier,  and shall be deemed given on the date
on which such  delivery is made.  If delivered by telex or telecopy such notices
or communications shall be confirmed by a registered or certified letter (return
receipt requested), postage prepaid

     7J.  Stockholders  Agreement.  The holder of the Series B Junior  Preferred
Stock  acknowledges  that by virtue of executing this Agreement it will become a
party to and be bound by and subject to the terms and  conditions of the Amended
and  Restated  Stockholders  Agreement,  dated as of April 16,  2001,  among the
Company and certain of the Company's stockholders, as amended from time to time,
which is attached as Exhibit B hereto.

                                    * * * * *



<PAGE>




         IN WITNESS WHEREOF, the parties hereto have executed this Unit Purchase
Agreement as of the date first written above.

                                    OUTSOURCING SOLUTIONS INC.

                                    /s/ Eric R. Fencl
                                    -------------------------------------
                                    By:  Eric R. Fencl
                                    Its: Senior Vice President, General
                                         Counsel and Secretary






                                    PURCHASERS TO FOLLOW ON SEPARATE
                                    SIGNATURE PAGES:




<PAGE>


                                    MADISON DEARBORN CAPITAL PARTNERS III, L.P.

                                    By:  Madison Dearborn Partners III, L.P.
                                    Its: General Partners

                                         By:  Madison Dearborn Partners, Inc.
                                         Its: General Partner

                                         /s/ Timothy M. Hurd
                                         --------------------------------
                                         By:  Timothy Hurd
                                         Its: Managing Director



                                    MADISON DEARBORN SPECIAL EQUITY III, L.P.

                                    By:  Madison Dearborn Partners III, L.P.
                                    Its: General Partners

                                         By:  Madison Dearborn Partners, Inc.
                                         Its: General Partner

                                         /s/ Timothy M. Hurd
                                         --------------------------------
                                         By:  Timothy Hurd
                                         Its: Managing Director







<PAGE>


                                   SCHEDULE 1

                              Number of Shares of
                                Series B Junior               Aggregate
        Purchaser               Preferred Stock            Purchase Price
------------------------   ------------------------   ------------------------
Madison Dearborn Capital
Partners III, L.P.                4,059.85                 $4,059,755.86


Madison Dearborn Special
Equity III, L.P.                     90.15                    $90,144.14




<PAGE>


                                   SCHEDULE 2

                           Warrant Number and Shares
                            of Senior Common Stock            Aggregate
        Purchaser           Underlying Such Warrant        Purchase Price
------------------------   ------------------------   ------------------------

Madison Dearborn Capital   Warrant No. 1 evidencing            $97.83
Partners III, L.P.         the right to purchase up
                           to 41,427.14 shares of
                           Senior Common Stock

Madison Dearborn Special   Warrant No. 2 evidencing             $2.17
Equity III, L.P.           the right to purchase up
                           to 919.86 shares of Senior
                           common Stock




<PAGE>


"THE SECURITIES  REPRESENTED BY THIS WARRANT WERE ORIGINALLY ISSUED ON APRIL 10,
2002, AND HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "ACT").  THE  TRANSFER  OF SUCH  SECURITIES  IS SUBJECT TO THE  CONDITIONS
SPECIFIED IN THE UNIT PURCHASE AGREEMENT DATED AS OF APRIL 10, 2002, BETWEEN THE
ISSUER  (THE  "COMPANY")  AND THE  ORIGINAL  PURCHASER  HEREOF,  AND THE COMPANY
RESERVES THE RIGHT TO REFUSE TO TRANSFER SUCH  SECURITIES  UNTIL SUCH CONDITIONS
HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER.  UPON WRITTEN REQUEST, A COPY
OF SUCH CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT
CHARGE.

HOLDERS OF THIS  CERTIFICATE  RECEIVING  SENIOR  COMMON  STOCK  PURSUANT  TO THE
EXERCISE OF THE SECURITIES REPRESENTED HEREBY WILL BE SUBJECT TO RESTRICTIONS ON
TRANSFER,  VOTING AGREEMENTS AND OTHER CONDITIONS AND RESTRICTIONS  SPECIFIED IN
THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF APRIL 16, 2001 AMONG
THE  COMPANY  AND  CERTAIN  OF THE  COMPANY,  COPIES OF WHICH ARE ON FILE AT THE
OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH
SECURITIES UPON WRITTEN REQUEST."

Warrant No. __                                         Number of Shares: _______
Date of Issuance:  April 10, 2002                        (subject to adjustment)



                           OUTSOURCING SOLUTIONS INC.

                             A Delaware Corporation

                     Warrant to Purchase Senior Common Stock

     Outsourcing   Solutions  Inc.  (the  "Company"),   for  good  and  valuable
consideration,   receipt  of  which  is  hereby   acknowledged,   hereby  grants
__________________  or its registered  assigns (the  "Registered  Holder"),  the
right,  subject to the terms set forth below,  to purchase from the Company,  at
any time after the date hereof and on or before the Expiration  Date (as defined
in Section 6), up to __________ (as adjusted from time to time) shares of Senior
Common  Stock,  par value $0.01 per share (the "Senior  Common  Stock"),  of the
Company,  pursuant to the  provisions  of this  warrant  (the  "Warrant"),  at a
purchase price of $49.00 per share (as adjusted from time to time, the "Purchase
Price").  The shares purchasable upon exercise of this Warrant, as adjusted from
time to time pursuant to the provisions of this Warrant,  are sometimes referred
to herein as the "Warrant Shares."

     Section 8. Exercise.

     8A.  Manner of  Exercise.This  Warrant may be exercised  by the  Registered
Holder,  in whole or in part, by surrendering this Warrant and the duly executed
Notice of Exercise  appended hereto as Exhibit A, at the principal office of the
Company,  or at such  other  office  or  agency as the  Company  may  designate,
together  with payment in full of the Purchase  Price  payable in respect of the
Warrant Shares purchased upon such exercise. The Purchase Price shall be paid to
the Company by either (i) a  certified  check or wire  transfer  of  immediately
available  funds  in an  amount  equal  to the  product  of the  Purchase  Price
multiplied by the number of shares of Senior Common Stock being  purchased  upon
such exercise (the "Aggregate  Exercise  Price") or (ii) a written notice to the
Company  that the  Registered  Holder is  exercising  this Warrant (or a portion
thereof) by authorizing the Company to withhold from issuance a number of shares
of Senior  Common Stock  issuable  upon such  exercise of the Warrant which when
multiplied  by the  Market  Price  of the  Senior  Common  Stock is equal to the
Aggregate  Exercise Price (and such withheld  shares shall no longer be issuable
under this Warrant).

     8B. Effective Time of Exercise. Exercise of this Warrant shall be deemed to
have been effected  immediately  prior to the close of business at the Company's
principal  office on the day on which this Warrant is surrendered to the Company
and the Purchase  Price paid as provided in Section 1. Subject to Section  3(a),
at such time, the person or persons in whose name or names any  certificates for
Warrant  Shares  shall be issuable  shall be deemed to have become the holder or
holders of record of the Warrant Shares evidenced by such certificates.

     8C. Delivery to Holder.  Subject to Section 3, as soon as practicable after
the exercise of this Warrant,  and in any event within twenty (20) business days
thereafter,  the Company  shall cause to be issued in the name of, and delivered
to, the Registered  Holder,  or such  Holder(s) as the  Registered  Holder (upon
payment  by  such  Holder  of any  applicable  transfer  taxes)  may  direct,  a
certificate  or  certificates  evidencing  the number of Warrant Shares to which
such Registered Holder shall be entitled.

     Section 9.  Adjustment of Purchase Price and Number of Shares.  In order to
prevent  dilution of the rights  granted under this Warrant,  the Purchase Price
shall be subject to adjustment  from time to time as provided in this Section 2,
and the number of shares of Senior Common Stock obtainable upon exercise of this
Warrant  shall be subject to  adjustment  from time to time as  provided in this
Section 2.

     9A.  Adjustment  of Purchase  Price and Number of Shares  upon  Issuance of
Common Stock. If and whenever the Company issues or sells, or in accordance with
paragraph 2(b) is deemed to have issued or sold, any share of Common Stock for a
consideration per share less than the Purchase Price in effect immediately prior
to such time,  then  immediately  upon such issuance or sale the Purchase  Price
shall be reduced to the lowest net price per share at which such share of Common
Stock has been  issued or sold or is  deemed to have been  issued or sold.  Upon
each such  adjustment of the Purchase Price  hereunder,  the number of shares of
Senior Common Stock  acquirable  upon exercise of this Warrant shall be adjusted
to the number of shares  determined by multiplying  the Purchase Price in effect
immediately  prior to such  adjustment  by the number of shares of Senior Common
Stock  acquirable  upon  exercise  of this  Warrant  immediately  prior  to such
adjustment and dividing the product thereof by the Purchase Price resulting from
such adjustment.

     9B. Effect on Purchase Price of Certain Events. For purposes of determining
the  adjusted  Purchase  Price under  paragraph  2(a),  the  following  shall be
applicable:

          (i) Issuance of Rights or Options. If the Company in any manner grants
     or sells any Options and the lowest price per share for which any one share
     of Common Stock is issuable  upon the exercise of any such Option,  or upon
     conversion or exchange of any Convertible  Security  issuable upon exercise
     of such Option, is less than the Purchase Price in effect immediately prior
     to the time of the  granting  or sale of such  Option,  then such  share of
     Common Stock shall be deemed to have been issued and sold by the Company at
     such time for such price per share.  For  purposes of this  paragraph,  the
     "lowest  price  per  share  for  which  any one  share of  Common  Stock is
     issuable" shall be equal to the sum of the lowest amounts of  consideration
     (if any)  received or  receivable  by the Company  with  respect to any one
     share  of  Common  Stock  upon the  granting  or sale of the  Option,  upon
     exercise of the Option and upon  conversion or exchange of the  Convertible
     Security.  No further  adjustment of the Purchase  Price shall be made upon
     the actual issue of such Common Stock or of such Convertible  Security upon
     the  exercise of such Options or upon the actual issue of such Common Stock
     upon conversion or exchange of such Convertible Security.

          (ii) Issuance of Convertible Securities.  If the Company in any manner
     issues or sells any Convertible Security and the lowest price per share for
     which any one share of Common Stock is issuable upon conversion or exchange
     thereof is less than the Purchase Price in effect  immediately prior to the
     time of such issue or sale, then such share or shares of Common Stock shall
     be deemed to have been issued and sold by the Company at such time for such
     price per share. For the purposes of this paragraph,  the "lowest price per
     share for which any one share of Common Stock is  issuable"  shall be equal
     to the sum of the lowest  amounts of  consideration  (if any)  received  or
     receivable  by the Company  with  respect to any one share of Common  Stock
     upon the issuance of the  Convertible  Security and upon the  conversion or
     exchange  of  such  Convertible  Security.  No  further  adjustment  of the
     Purchase  Price shall be made upon the actual  issue of such  Common  Stock
     upon  conversion or exchange of any Convertible  Security,  and if any such
     issue or sale of such  Convertible  Security  is made upon  exercise of any
     Options for which  adjustments  of the Purchase Price had been or are to be
     made pursuant to other provisions of this Section 2, no further  adjustment
     of the Purchase Price shall be made by reason of such issue or sale.

          (iii) Change in Option Price or Conversion Rate. If the purchase price
     provided for in any Options, the additional consideration,  if any, payable
     upon the issue,  conversion or exchange of any Convertible  Securities,  or
     the  rate at which  any  Convertible  Securities  are  convertible  into or
     exchangeable  for Common Stock changes at any time,  the Purchase  Price in
     effect at the time of such  change  shall be  adjusted  immediately  to the
     Purchase  Price  which  would  have  been in  effect  at such time had such
     Options or  Convertible  Securities  still  outstanding  provided  for such
     changed  purchase price,  additional  consideration  or changed  conversion
     rate, as the case may be, at the time initially granted, issued or sold and
     the  number  of  shares  of  Common  Stock  issuable   hereunder  shall  be
     correspondingly adjusted.

          (iv)   Treatment  of  Expired  Option  and   Unexercised   Convertible
     Securities.  Upon the  expiration of any Option or the  termination  of any
     right to  convert  or  exchange  any  Convertible  Securities  without  the
     exercise of such Option or right,  the Purchase  Price then in effect shall
     be  adjusted  immediately  to the  Purchase  Price which would have been in
     effect at the time of such  expiration  or  termination  had such Option or
     Convertible Securities, to the extent outstanding immediately prior to such
     expiration or termination, never been issued.

          (v)  Calculation  of  Consideration  Received.  If any  Common  Stock,
     Options or Convertible Securities are issued or sold or deemed to have been
     issued or sold for  cash,  the  consideration  received  therefor  shall be
     deemed to be the net amount received by the Company  therefor.  In case any
     Common Stock,  Options or  Convertible  Securities are issued or sold for a
     consideration  other than cash, the amount of the consideration  other than
     cash received by the Company shall be the fair value of such consideration,
     except where such consideration  consists of securities,  in which case the
     amount of  consideration  received by the Company shall be the Market Price
     thereof as of the date of  receipt.  In case any Common  Stock,  Options or
     Convertible Securities are issued to the owners of the non-surviving entity
     in  connection  with any  merger  in which  the  Company  is the  surviving
     corporation, the amount of consideration therefor shall be deemed to be the
     fair  value  of  such  portion  of  the  net  assets  and  business  of the
     non-surviving  entity as is attributable  to such Common Stock,  Options or
     Convertible  Securities,  as  the  case  may  be.  The  fair  value  of any
     consideration  other than cash or securities shall be determined jointly by
     the Company and the Registered Holders of Warrants  representing a majority
     of the shares of Senior  Common  Stock  obtainable  upon  exercise  of such
     Warrants. If such parties are unable to reach agreement within a reasonable
     period of time, such fair value shall be determined by an appraiser jointly
     selected by the Company and the Registered Holders of Warrants representing
     a majority of the shares of Senior Common Stock obtainable upon exercise of
     such  Warrants.  The  determination  of such  appraiser  shall be final and
     binding on the Company and the Registered Holders of the Warrants,  and the
     fees and expenses of such appraiser shall be paid by the Company.

          (vi)  Integrated  Transactions.  In  case  any  Option  is  issued  in
     connection  with  the  issue or sale of other  securities  of the  Company,
     together  comprising  one  integrated  transaction  in  which  no  specific
     consideration  is  allocated to such  Options by the parties  thereto,  the
     Options shall be deemed to have been issued without consideration.

          (vii)  Treasury   Shares.   The  number  of  shares  of  Common  Stock
     outstanding  at any given time does not include  shares owned or held by or
     for the account of the Company or any  Subsidiary,  and the  disposition of
     any shares so owned or held shall be  considered an issue or sale of Common
     Stock.

          (viii)  Record Date.  If the Company  takes a record of the holders of
     Common Stock for the purpose of entitling them (A) to receive a dividend or
     other  distribution  payable in Common  Stock,  Options  or in  Convertible
     Securities  or (B) to subscribe for or purchase  Common  Stock,  Options or
     Convertible  Securities,  then such  record  date shall be deemed to be the
     date of the issue or sale of the shares of Common Stock deemed to have been
     issued or sold upon the  declaration of such dividend or the making of such
     other   distribution  or  the  date  of  the  granting  of  such  right  of
     subscription or purchase, as the case may be

          (ix) Certain Issuances.  Notwithstanding the foregoing, there shall be
     no adjustment to the Purchase Price under paragraph  Section 3 with respect
     to (a) the  issuance  of Common  Stock or options to the  Company's  or its
     affiliates current or former employees, officers, directors, or consultants
     pursuant to compensatory options or purchase rights which have been granted
     or are  granted in the  future,  (b)  warrants  issued to  underwriters  in
     connection  with a  public  offering  registered  under  the  Act,  (c) the
     issuance of Common Stock (or  warrants  exercisable  into Common  Stock) to
     financial  institutions  or  lessors  in  connection  with  the  bona  fide
     incurrence of indebtedness,  equipment financings or similar  transactions,
     (d) the issuance of Common Stock to  strategic  investors or in  connection
     with acquisitions or corporate partnering transactions, (e) the issuance of
     Common  Stock as a dividend  or  distribution  on the  Preferred  Shares or
     Senior  Common  Shares,  (f) the  issuance  of shares of Common  Stock upon
     conversion of the  Preferred  Shares,  Senior Common Shares and  Non-Voting
     Common Shares in accordance with their respective terms or (g) the issuance
     of shares of Common Stock or other shares of the  Company's  capital  stock
     upon conversion or exercise of any outstanding  warrants,  options or other
     convertible instruments.

     9C.  Subdivision or  Combination of Senior Common Stock.  If the Company at
any time  subdivides (by any stock split,  stock dividend,  recapitalization  or
otherwise) one or more classes of its outstanding  shares of Senior Common Stock
into a greater number of shares,  the Purchase Price in effect immediately prior
to such subdivision shall be proportionately reduced and the number of shares of
Senior  Common  Stock   obtainable  upon  exercise  of  this  Warrant  shall  be
proportionately increased. If the Company at any time combines (by reverse stock
split or  otherwise)  one or more  classes of its  outstanding  shares of Senior
Common  Stock into a smaller  number of  shares,  the  Purchase  Price in effect
immediately prior to such combination shall be proportionately increased and the
number of shares of Senior Common Stock obtainable upon exercise of this Warrant
shall be proportionately decreased.

     9D. Reorganization,  Reclassification,  Consolidation,  Merger or Sale. Any
recapitalization,  reorganization, reclassification, consolidation, merger, sale
of all or  substantially  all of the Company's assets or other  transaction,  in
each case which is  effected  in such a way that the  holders  of Senior  Common
Stock are entitled to receive (either  directly or upon subsequent  liquidation)
stock,  securities  or assets with respect to or in exchange  for Senior  Common
Stock is referred to herein as "Organic  Change." Prior to the  consummation  of
any Organic Change,  the Company shall make  appropriate  provision (in form and
substance  satisfactory to the Registered Holders of the Warrants representing a
majority of the Senior  Common Stock  obtainable  upon  exercise of all Warrants
then outstanding) to insure that each of the Registered  Holders of the Warrants
shall  thereafter have the right to acquire and receive,  in lieu of or addition
to (as  the  case  may  be)  the  shares  of  Senior  Common  Stock  immediately
theretofore  acquirable  and  receivable  upon  the  exercise  of such  holder's
Warrant, such shares of stock,  securities or assets as may be issued or payable
with respect to or in exchange  for the number of shares of Senior  Common Stock
immediately theretofore acquirable and receivable upon exercise of such holder's
Warrant had such Organic  Change not taken place.  In any such case, the Company
shall make  appropriate  provision  (in form and substance  satisfactory  to the
Registered Holders of the Warrants  representing a majority of the Senior Common
Stock obtainable upon exercise of all Warrants then outstanding) with respect to
such holders' rights and interests to insure that the provisions of this Section
2 and Sections 3 and 4 hereof shall  thereafter  be  applicable  to the Warrants
(including,  in the case of any such consolidation,  merger or sale in which the
successor  entity or purchasing  entity is other than the Company,  an immediate
adjustment  of the  Purchase  Price to the value  for the  Senior  Common  Stock
reflected  by  the  terms  of  such   consolidation,   merger  or  sale,  and  a
corresponding  immediate  adjustment  in the  number of shares of Senior  Common
Stock  acquirable and receivable upon exercise of the Warrants,  if the value so
reflected is less than the Purchase  Price in effect  immediately  prior to such
consolidation,   merger  or  sale).  The  Company  shall  not  effect  any  such
consolidation,  merger or sale,  unless prior to the consummation  thereof,  the
successor  entity (if other than the Company)  resulting from  consolidation  or
merger or the entity  purchasing  such assets assumes by written  instrument (in
form  and  substance   satisfactory  to  the  Registered   Holders  of  Warrants
representing a majority of the Senior Common Stock  obtainable  upon exercise of
all of the Warrants then  outstanding),  the  obligation to deliver to each such
holder such shares of stock,  securities  or assets as, in  accordance  with the
foregoing provisions, such holder may be entitled to acquire.

     9E. Certain  Events.  If any event occurs of the type  contemplated  by the
provisions of this Section 2 but not expressly  provided for by such  provisions
(including,  without  limitation,  the  granting of stock  appreciation  rights,
phantom stock rights or other rights with equity  features),  then the Company's
board of directors  shall make an  appropriate  adjustment in the Purchase Price
and the number of shares of Senior Common Stock obtainable upon exercise of this
Warrant so as to protect  the rights of the  holders of the  Warrants;  provided
that no such adjustment shall increase the Purchase Price or decrease the number
of shares of Senior Common Stock obtainable as otherwise  determined pursuant to
this Section 2.

     9F. Notices.

          (i) Immediately upon any adjustment of the Purchase Price, the Company
     shall give written notice thereof to the Registered  Holder,  setting forth
     in reasonable detail and certifying the calculation of such adjustment.

          (ii) The Company shall give written notice to the Registered Holder at
     least 20 days  prior to the date on which the  Company  closes its books or
     takes a record (A) with  respect to any dividend or  distribution  upon the
     Senior Common Stock, (B) with respect to any pro rata subscription offer to
     holders of Senior Common Stock or (C) for  determining  rights to vote with
     respect to any Organic Change, dissolution or liquidation.

          (iii) The Company  shall also give  written  notice to the  Registered
     Holders  at least 20 days  prior to the date on which any  Organic  Change,
     dissolution or liquidation shall take place.

     Section  10.  Liquidating  Dividends.  If the  Company  declares  or pays a
dividend  upon the Senior  Common Stock  payable  otherwise  than in cash out of
earnings or earned  surplus  (determined in accordance  with generally  accepted
accounting principles, consistently applied) except for a stock dividend payable
in shares of Senior Common Stock (a  "Liquidating  Dividend"),  then the Company
shall  pay to the  Registered  Holder  of this  Warrant  at the time of  payment
thereof the  Liquidating  Dividend which would have been paid to such Registered
Holder  on the  Senior  Common  Stock  had this  Warrant  been  fully  exercised
immediately  prior to the date on which a record is taken  for such  Liquidating
Dividend,  or, if no record is taken, the date as of which the record holders of
Senior Common Stock entitled to such dividends are to be determined.

     Section 11. Purchase Rights.  If at any time the Company grants,  issues or
sells any Options, Convertible Securities or rights to purchase stock, warrants,
securities  or other  property  pro rata to the  record  holders of any class of
Common Stock (the "Purchase Rights"), then the Registered holder of this Warrant
shall be entitled to acquire, upon the terms applicable to such Purchase Rights,
the  aggregate  Purchase  Rights which such holder  could have  acquired if such
holder  had held the number of shares of Senior  Common  Stock  acquirable  upon
complete exercise of this Warrant  immediately before the date on which a record
is taken for the grant, issuance or sale of such Purchase Rights, or, if no such
record is taken,  the date as of which the record holders of Common Stock are to
be  determined  for  the  grant,   issue  or  sale  of  such  Purchase   Rights.
Notwithstanding  the  foregoing,  this  Section 4 shall not apply to any  grant,
issuance or sale of any Options,  Convertible  Securities or Purchase  Rights to
the Company's or its affiliates current or former employees, officers, directors
or consultants  pursuant to  compensatory  options or purchase rights which have
been granted or are granted in the future.

     Section 12. Transfers.

     12A.  Unregistered   Security.   The  Registered  Holder  of  this  Warrant
acknowledges  that this Warrant and the Warrant Shares have not been  registered
under the  Securities  Act of 1933,  as amended (the  "Act"),  and agrees not to
sell, pledge, distribute,  offer for sale, transfer or otherwise dispose of this
Warrant or any Warrant  Shares in the absence of (i) an  effective  registration
statement  under  the  Act  as to  this  Warrant  or  such  Warrant  Shares  and
registration or  qualification  of this Warrant or such Warrant Shares under any
applicable foreign, U.S. federal or state securities laws then in effect or (ii)
an  exemption  from such  registration  and  qualification  under the Act.  Each
certificate  or other  instrument for Warrant Shares issued upon the exercise of
this Warrant shall bear a legend substantially to the foregoing effect.

     12B.  Stockholders  Agreement.   The  Registered  Holder  of  this  Warrant
acknowledges that the Registered  Holder,  upon exercise of this Warrant,  shall
become a party to and be bound by and subject to the terms and conditions of the
Amended and Restated Stockholders  Agreement,  dated as of April 16, 2001, among
the Company and certain of the Company's  stockholders,  as amended from time to
time,  which is attached as Exhibit B hereto and is incorporated  herein by this
reference.  The Stockholders Agreement shall be binding on the Registered Holder
and the other parties thereto.

     Section  13.  Termination.  This  Warrant  and the rights  hereunder  shall
terminate  upon the tenth  (10th)  anniversary  of the Date of  Issuance of this
Warrant (the "Expiration Date").

     Section 14. Definitions.

          "Common  Stock" means  collectively  the Senior Common  Stock,  Voting
     Common Stock and Non-Voting Common Stock.

          "Convertible  Securities"  means any stock or securities  (directly or
     indirectly) convertible into or exchangeable for Common Stock.

          "Market  Price"  means as to any  security  the average of the closing
     prices of such  security's  sales on all domestic  securities  exchanges on
     which such  security  may at the time be listed,  or, if there have been no
     sales on any such  exchange on any day,  the average of the highest bid and
     lowest asked prices on all such exchanges at the end of such day, or, if on
     any day such security is not so listed,  the average of the  representative
     bid and asked prices quoted in the NASDAQ System as of 4:00 P.M.,  New York
     time,  on such day,  or, if on any day such  security  is not quoted in the
     NASDAQ  System,  the average of the highest bid and lowest  asked prices on
     such  day  in the  domestic  over-the-counter  market  as  reported  by the
     National   Quotation  Bureau,   Incorporated,   or  any  similar  successor
     organization,  in  each  such  case  averaged  over  a  period  of 21  days
     consisting of the day as of which "Market  Price" is being  determined  and
     the 20 consecutive  business days prior to such day;  provided that if such
     security is listed on any domestic  securities  exchange the term "business
     days" as used in this sentence  means  business days on which such exchange
     is open for  trading.  If at any time such  security  is not  listed on any
     domestic securities exchange or quoted in the NASDAQ System or the domestic
     over-the-counter market, the "Market Price" shall be the fair value thereof
     determined  jointly by the Company and the  Registered  Holders of Warrants
     representing  a  majority  of the  Senior  Common  Stock  purchasable  upon
     exercise  of all  the  Warrants  then  outstanding;  provided  that if such
     parties are unable to reach agreement  within a reasonable  period of time,
     such fair value shall be determined by an appraiser jointly selected by the
     Company and the Registered  Holders of Warrants  representing a majority of
     the Senior Common Stock  purchasable upon exercise of all the Warrants then
     outstanding. The determination of such appraiser shall be final and binding
     on the Company and the Registered Holders of the Warrants, and the fees and
     expenses of such appraiser shall be paid by the Company.

          "Non-Voting Common Stock" means the Company's Non-Voting Common Stock,
     par value $0.01.

          "Options"  means any rights or options to  subscribe  for or  purchase
     Common Stock or Convertible Securities.

          "Preferred Shares" means each share of Preferred Stock.

          "Preferred Stock" means the Company's Preferred Stock, no par value.

          "Senior  Common  Share"  means  each  share of  Senior  Common  Stock.

          "Voting  Common  Stock" means the Company's  Voting Common Stock,  par
     value $0.01.

          "Warrants"  means  this  Warrant  and  any  other  warrant  issued  in
     connection with the purchase of Series B Junior Preferred Stock.

     Section 15.  Replacement of Warrants.  Upon receipt of evidence  reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company,  or (in the case of mutilation)  upon surrender and
cancellation  of this Warrant,  the Company will issue,  in lieu thereof,  a new
Warrant of like tenor.

     Section 16. Authorization.  All corporate action on the part of the Company
and its  directors  necessary  for the  authorization,  execution,  delivery and
performance of the Warrant by the Company, and the authorization, sale, issuance
and delivery of the Warrant  Shares has been taken.  The Warrant,  when executed
and delivered by the Company, shall constitute a valid and binding obligation of
the Company,  enforceable in accordance with its terms.  The Warrant Shares have
been duly and validly reserved and, when issued,  will be validly issued,  fully
paid and  nonassessable;  and the  Warrant  Shares  will be free of any liens or
encumbrances  other than any liens or encumbrances  created by or imposed on the
Registered Holders; provided, however, that the Warrant Shares may be subject to
restrictions  on transfer by contract or under state or federal  securities laws
and restrictions.

     Section  17.   Governmental   Consent.   No  consent,   approval  order  or
authorization of or  registration,  qualification,  designation,  declaration or
filing with any governmental authority on the part of the Company is required in
connection with offer, sale or issuance of the Warrant or the Warrant Shares, or
the consummation of any other transaction contemplated hereby.

     Section 18. Notices. Any notice required or permitted by this Warrant shall
be in writing and shall be deemed given when sent, if delivered personally or by
courier,  overnight delivery service or confirmed facsimile, or forty-eight (48)
hours after being  deposited in the regular mail as certified or registered mail
with postage prepaid,  addressed (a) if to the Registered Holder, to the address
of the Registered  Holder most recently  furnished in writing to the Company and
(b) if to the Company,  to the address set forth below or subsequently  modified
by written notice to the Registered Holder.

     Section 19. No Rights as Stockholder. The Registered Holder of this Warrant
shall not have or exercise any rights by virtue hereof as a  stockholder  of the
Company.

     Section 20. No Fractional  Shares.  No fractional  shares will be issued in
connection with any exercise  hereunder.  In lieu of any fractional shares which
would otherwise be issuable,  the Company shall pay cash equal to the product of
such  fraction  multiplied  by the fair market value of one Warrant Share on the
date of exercise,  as  determined in good faith by the Board of Directors of the
Company.

     Section 21. Amendment or Waiver.  Except as otherwise  provided herein, the
provisions  of the  Warrants  may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it, only if the  Company has  obtained  the  written  consent of the  Registered
Holders of Warrants representing a majority of the shares of Senior Common Stock
obtainable upon exercise of the Warrants.

     Section 22. Headings. The headings in this Warrant are descriptive only and
shall not  limit or  otherwise  affect  the  meaning  of any  provision  of this
Warrant.

     Section  23.  Governing  Law.  All issues  concerning  the  enforceability,
validity and binding effect of this Agreement shall be governed by and construed
in accordance  with the laws of the State of Delaware,  without giving effect to
any choice of law or conflict of law  provision or rule (whether of the State of
Delaware or any other  jurisdiction) that would cause the application of the law
of any jurisdiction other than the State of Delaware.





<PAGE>


                                        OUTSOURCING SOLUTIONS INC.

                                        By:
                                               --------------------------------
                                        Name:  Eric R. Fencl
                                        Title: Senior Vice President, General
                                               Counsel and Secretary

                                        390 South Woods Mill Road, Suite 350
                                        Chesterfield, Missouri  63017
                                        Phone: (314) 576-0022
                                        Fax: (314) 576-1867
































           [Signature Page to Warrant to Purchase Senior Common Stock]



<PAGE>


                               NOTICE OF EXERCISE

To:  Outsourcing Solutions Inc.

The  undersigned  hereby  irrevocably,  subject  to  the  terms  and  conditions
contained  in the  attached  Warrant,  elects to purchase  ____ shares of Senior
Common  Stock of  Outsourcing  Solutions  Inc.,  pursuant to the  provisions  of
Section 1 of the attached Warrant,  and tenders herewith payment of the purchase
price for such shares in full, in cash.

In exercising  this Warrant,  the undersigned  hereby confirms and  acknowledges
that the Senior  Common  Stock is being  acquired  solely for the account of the
undersigned and the undersigned will not offer, sell or otherwise dispose of any
of the Senior Common Stock in contravention of Section 3 of the Warrant.

Please issue a certificate or certificates representing said Senior Common Stock
in the name of the undersigned or in such other name as is specified below.



                                       --------------------------------------
                                       (Name)


-------------------------              --------------------------------------
(Date)                                 (Signature)


<PAGE>


                                 ASSIGNMENT FORM

     FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby
sells,  assigns and transfer unto the Assignee named below the attached Warrant,
together  with all of the  rights of the  undersigned  under the  Warrant,  with
respect to the number of shares of Senior Common Stock set forth below:

    Name of Assignee               Address                 No. of Shares
------------------------   ------------------------   ------------------------

and does hereby irrevocably  constitute and appoint ___________ Attorney to make
such transfer on the books of  Outsourcing  Solutions  Inc.,  maintained for the
purpose, with full power of substitution in the premises.

     The undersigned  also represents that, by assignment  hereof,  the Assignee
acknowledges  that this Warrant and the  securities  to be issued upon  exercise
hereof are being  acquired for  investment and that the Assignee will not offer,
sell or otherwise  dispose of this Warrant or any  securities  to be issued upon
exercise  hereof in  contravention  of Section 3 of the  Warrant.  Further,  the
Assignee  has  acknowledged  that upon  exercise of this  Warrant,  the Assignee
shall, if requested by the Company,  confirm in writing,  in a form satisfactory
to the  Company,  that the  securities  so  purchased  are  being  acquired  for
investment and not with a view toward distribution or resale.



Dated:
        -----------------------------


HOLDER:


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


Note: The above signature should correspond exactly with the name on the face of
the attached Warrant.