OUTSOURCING SOLUTIONS INC.
                   NON-QUALIFIED STOCK OPTION AWARD AGREEMENT [E]


          This  Non-qualified  Stock Option Award Agreement (this  "Agreement"),
dated as of           ,  199 ,  is  made  between  Outsourcing  Solutions   Inc.
           -----------      -
(the "Company") and        (the  "Optionee").  All capitalized terms used herein
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that are not defined  herein shall have the  respective  meanings  given to such
terms in the Outsourcing  Solutions  Inc.  (formerly  OSI  Holdings  Corp.) 1995
Stock  Option and Stock Award Plan, as amended (the "Plan").


                                W I T N E S S E T H :
                                - - - - - - - - - -

        1.     Grant of Option.  Pursuant  to  the  provisions  of the Plan, the
Company hereby grants to the Optionee,  subject  to the terms and  conditions of
the Plan and subject further to the terms and  conditions  herein set forth, the
right and option to purchase from the Company all or any part of an aggregate of
shares of the $0.01 par value common stock of the Company  (the  "Stock"),  at a
per  share  purchase  price  equal  to $ (the  "Option"),   such  Option  to  be
exercisable  as   hereinafter  provided.  The Option  shall not be treated as an
"incentive  stock option," as defined in Section 422 of the Code.

        2.     Terms and  Conditions.  It  is  understood  and  agreed  that the
Award evidenced hereby is subject to the following terms and conditions:

               (a)  Expiration Date.  The  Option  shall  expire  ten (10) years
after the date indicated above.

               (b)  Exercise  of Option.  (i) Subject to the other terms of this
Agreement  and the  Plan,  the  Option  may be  exercised  on or after the dates
indicated  below as to that  percentage  of the total shares of Stock subject to
the Option as set forth below opposite each such date,  plus any shares of Stock
as to which the Option  could  have been  exercised  previously,  but was not so
exercised.

                              Date                            Percentage
                              ----                            ----------


               ------------------------------------               25%

               ------------------------------------               25%

               ------------------------------------               25%

               ------------------------------------               25%


                (ii)  Notwithstanding   the  foregoing   provisions  of  Section
2(b)(i) hereof,  but subject to Section 2(a) and 2(d) hereof,  immediately prior
to a "Sale of the  Business," as defined in and  contemplated  by Section 2.4 of
the  Stockholders  Agreement,  dated as of September  21,  1995,  as amended and
restated on January 10,  1996,  and  February  16,  1996,  and as may be further
amended from time to time,  by and among OSI Holdings  Corp.,  the MDC Entities,
APT, the Management  Stockholders and the  Non-Management  Stockholders  (all as
defined  therein) (the  "Stockholders  Agreement"),  the Option may be exercised
with  respect  to all or any  portion  of the  total  number  of shares of Stock
covered by the then unexercised Option.

               (iii)  Any  exercise  of all or any part of the  Option  shall be
accompanied  by a written  notice to the Company  specifying the whole number of
shares  of Stock as to which  the  Option  is being  exercised.  Upon the  valid
exercise of all or any part of the Option, a certificate (or  certificates)  for
the  number of shares of Stock with  respect  to which the  Option is  exercised
shall be  issued in the name of the  Optionee,  subject  to the other  terms and
conditions  of this  Agreement  and the Plan.  Notation of any partial  exercise
shall be made by the Company on Schedule I attached hereto.

               (c)  Consideration. At  the  time  of any exercise of the Option,
the  purchase  price of the  shares  of Stock as to which  the  Option  shall be
exercised  shall be paid to the Company (i) in United States dollars by personal
check,  bank draft or money  order,  (ii) if  permitted  by  applicable  law and
approved by the Committee in accordance with the Plan, with Stock, duly endorsed
for  transfer to the  Company,  owned by the  Optionee  (or the Optionee and his
spouse  jointly) for at least six (6) months prior to the tender thereof and not
used for another such exercise  during such six-month  period and having a total
fair market value,  as determined in accordance  with Paragraph 6(a) of the Plan
("Fair Market Value"),  on the date of such exercise of the Option equal to such
purchase  price  of  such  shares  of  Stock,  or  (iii)  a  combination  of the
consideration provided for in the foregoing clauses (i) and (ii) of this Section
2(c) having a total Fair Market Value on the date of such exercise  equal to the
purchase price of such shares of Stock.

               (d)  Exercise   Upon   Death,   Disability   or   Termination  of
Employment. The Option shall terminate upon the termination,  for any reason, of
the Optionee's  employment with the Company or a subsidiary of the Company,  and
no shares of Stock may  thereafter  be  purchased  under the  Option,  except as
follows:
                 (i)  In the event  of  the  death  of  the  Optionee  while  an
        employee of the Company or a subsidiary of the Company, the  Option,  to
        the extent exercisable in accordance  with  Section  2(b)(i) or 2(b)(ii)
        at the  time of his or her death,  may be exercised after the Optionee's
        death by the legal  representative  of the  Optionee's   estate  or  the
        legatee of the Optionee  under his last will  until the earlier to occur
        of  the  second  anniversary  of  the  Optionee's  death  and the stated
        expiration  date of the Option.

                (ii)  If  the  Optionee's  employment  with  the  Company  or  a
        subsidiary  of the  Company  shall  terminate  by  reason  of  permanent
        disability  (as defined in the last sentence of this Section  2(d)(ii)),
        the Option, to the extent exercisable in accordance with Section 2(b)(i)
        or 2(b)(ii) upon such termination of employment,  may be exercised after
        such termination  until the earlier to occur of the first anniversary of
        such  termination  and the stated  expiration  date of the  Option.  For
        purposes  of  this  Agreement,  "permanent  disability"  shall  mean  an
        inability  (as  determined  by the  Committee)  to  perform  duties  and
        services as an employee of the Company or a subsidiary of the Company by
        reason  of a  medically  determinable  physical  or  mental  impairment,
        supported  by  medical  evidence,  which can be  expected  to last for a
        continuous period of not less than eight (8) months.

               (iii)  If  (A)  the  Company  or  a  subsidiary  of  the  Company
        terminates the Optionee's employment with the Company or such subsidiary
        and such termination is not "for cause" (as defined in Section 2.5(d) of
        the Stockholders  Agreement),  or (B) the Optionee terminates employment
        with the  Company or such  subsidiary  for "good  reason" (as defined in
        Section 2.5(c) of the Stockholders Agreement), the Option, to the extent
        exercisable  in  accordance  with Section  2(b)(i) or 2(b)(ii) upon such
        termination of employment, may be exercised after such termination until
        the earlier to occur of the first  anniversary of such  termination  and
        the stated expiration date of the Option.

                (iv)  If  the Optionee's   employment  with  the  Company  or  a
        subsidiary  of the  Company is  terminated  by reason of the  Optionee's
        retirement  after  attaining  both five (5) years of continuous  service
        with the Company or a subsidiary of the Company and 59 1/2 years of age,
        the Option, to the extent exercisable in accordance with Section 2(b)(i)
        or 2(b)(ii) upon such retirement, may be exercised after such retirement
        until the earlier to occur of the second  anniversary of such retirement
        and the stated expiration date of the Option.

                 (v)  If  the  Optionee  dies  during  the  one-year or two-year
        period following  termination  of his or  her  employment  specified  in
        Section 2(d)(ii), 2(d)(iii) or 2(d)(iv), the Option,  to the  extent the
        Option would have been exercisable  pursuant to Section 2(d)(ii),  2(d)
        (iii) or  2(d)(iv)  as  of  the  date  of  the  Optionee's death, may be
        exercised after the Optionee's  death by the legal representative of his
        estate or the legatee of the  Optionee  under his  last  will  until the
        earlier to occur of the second anniversary  of the Optionee's death  and
        the stated expiration date of the Option.

                (vi)  If the Optionee's employment is terminated by  the Company
        or a subsidiary of the Company "for cause" (as defined in Section 2.5(d)
        of the  Stockholders Agreement) or  under  circumstances  not  otherwise
        described in this Section 2(d), the Option shall automatically,  without
        any further  action  required by the  Company,  terminate on the date of
        such  termination  of  employment  and  shall  cease  to  thereafter  be
        exercisable with respect to any shares of Stock.

               (e)  Nontransferability.  The  Option  shall not be  transferable
otherwise  than  by  will  or the  laws of  descent  and  distribution,  and are
exercisable, during the lifetime of the Optionee, only by him.

               (f)  Withholding  Taxes. At the time of receipt of Stock upon the
exercise of all or any part of the Option, the Optionee shall be required to pay
to the Company in cash (or make other  arrangements,  in accordance with Section
12 of the Plan, for the  satisfaction  of) any taxes of any kind required by law
to be withheld with respect to such Stock;  provided,  however,  tax withholding
obligations  may be met, in whole or in part,  by the  withholding  of shares of
Stock  otherwise  deliverable  to the Optionee  upon such  exercise  pursuant to
procedures approved by the Committee;  provided further,  however, the amount of
shares so  withheld  may not  exceed the amount  necessary  to satisfy  required
Federal,  state,  local and foreign  withholding  obligations  using the minimum
statutory  rate.  In no event shall Stock or other  property be delivered to the
Optionee  until  the  Optionee  has  paid  to  the  Company  in  cash,  or  made
arrangements satisfactory to the Company regarding the payment of, the amount of
any taxes of any kind  required by law to be withheld  with respect to the Stock
subject to the Option,  and the Company  shall have the right to deduct any such
taxes from any payment of any kind otherwise due to the Optionee.

               (g)  No Rights as  Stockholder.  The Optionee  shall  not  become
the beneficial owner of the shares of Stock subject to the Option,  nor have any
rights to dividends or other  rights as a  shareholder  with respect to any such
shares,  until the  Optionee has  exercised  the Option in  accordance  with the
provisions hereof and of the Plan.

               (h)  No Right to  Continued  Employment.  The  Option  shall  not
confer upon the  Optionee any right to be retained in the service of the Company
or a subsidiary of the Company, nor restrict in any way the right of the Company
or any subsidiary of the Company,  which right is hereby expressly reserved,  to
terminate his employment at any time with or without cause.

               (i)  Inconsistency  with  Plan.   Notwithstanding  any  provision
herein to the contrary,  the Option provides the Optionee with no greater rights
or claims  than are  specifically  provided  for  under the Plan.  If and to the
extent that any provision  contained in this Agreement is inconsistent  with the
Plan, the Plan shall govern.

               (j)  Compliance with Laws, Regulations,  Stockholders  Agreement.
The Option and the obligation of the Company to sell and deliver shares of Stock
hereunder  shall be subject in all  respects to (i) all  applicable  Federal and
state  laws,  rules  and  regulations,  (ii)  any  registration,  qualification,
approvals or other  requirements  imposed by any government or regulatory agency
or body which the  Committee  shall,  in its sole  discretion,  determine  to be
necessary or applicable and (iii) the terms of the Stockholders Agreement in all
respects.  Moreover,  the Option may not be  exercised if its  exercise,  or the
receipt of shares of Stock  pursuant  thereto,  would be contrary to  applicable
law.

        3.     Investment Representation.  If  at the time of exercise of all or
part of the Option the Stock is not registered under the Securities Act of 1933,
as amended (the  "Securities  Act"),  and/or there is no current  prospectus  in
effect under the  Securities  Act with respect to the Stock,  the Optionee shall
execute,  prior to the  issuance  of any shares of Stock to the  Optionee by the
Company,  an agreement  (in such form as the Committee may specify) in which the
Optionee, among other things, represents,  warrants and agrees that the Optionee
is  purchasing  or acquiring the shares  acquired  under this  Agreement for the
Optionee's own account, for investment only and not with a view to the resale or
distribution  thereof,  that  the  Optionee  has  knowledge  and  experience  in
financial and business  matters,  that the Optionee is capable of evaluating the
merits and risks of owning any shares of Stock  purchased or acquired under this
Agreement,  that the Optionee is a person who is able to bear the economic  risk
of such ownership and that any subsequent  offer for sale or distribution of any
of such shares shall be made only pursuant to (i) a registration statement on an
appropriate  form under the  Securities  Act, which  registration  statement has
become effective and is current with regard to the shares being offered or sold,
or  (ii)  a  specific  exemption  from  the  registration  requirements  of  the
Securities  Act, it being  understood  that to the extent any such  exemption is
claimed, the Optionee shall, prior to any offer for sale or sale of such shares,
obtain a prior favorable written opinion, in form and substance  satisfactory to
the  Committee,  from  counsel  for  or  approved  by the  Committee,  as to the
applicability of such exemption thereto.

        4.     Disposition of Stock. In  addition  to the restrictions set forth
in Section 3, no share of Stock  received by the Optionee  upon  exercise of the
Option (or any interest or right in such shares) can be sold, assigned,  pledged
or transferred in any manner except as permitted by the Stockholders Agreement

        5.     Optionee  Bound  by  Plan; Stockholders  Agreement.  The Optionee
hereby acknowledges receipt of a copy of the Plan and the Stockholders Agreement
and  agrees  to be bound by all of the  terms and  provisions  of each  thereof,
including the terms and provisions  adopted after the granting of the Option but
prior to the complete exercise hereof,  subject to the last paragraph of Section
16 of the Plan as in effect on the date hereof.

        6.     Notices.  Any notice hereunder to the Company  shall be addressed
to
it  at  390  South  Woods  Mill  Road, Suite 350, Chesterfield,  Missouri 63017,
Attention: Chief Financial Officer,  and any notice hereunder  to the  Optionee,
shall be addressed to him at                                                   ,
                             --------------------------------------------------
Attention:                   , subject to the right of either party to designate
           ------------------
at any time hereafter in writing some other address.

        7.     Governing  Law.  The  validity,  interpretation, construction and
performance  of this  Agreement  shall be  governed  by the laws of the State of
Delaware  applicable to contracts  executed and to be performed  entirely within
such state, without regard to the conflict of law provisions thereof.

        8.     Severability. If any of the provisions of this Agreement should
bedeemed unenforceable,  the remaining provisions shall remain in full force and
effect.

        9.     Modification. Except as otherwise permitted  by  the  Plan,  this
Agreement  may not be  modified  or  amended,  nor may any  provision  hereof be
waived,  in any  way  except  in  writing  signed  by  the  party  against  whom
enforcement thereof is sought.

        10.    Counterparts.  This   Agreement   has   been   executed   in  two
counterparts, each of which shall constitute one and the same instrument.


               IN WITNESS  WHEREOF,  Outsourcing  Solutions Inc. has caused this
Agreement  to be executed by a duly  authorized  officer  and the  Optionee  has
executed this Agreement, both as of the day and year first above written.

                                            OUTSOURCING SOLUTIONS INC.


                                            By
                                              ----------------------------
                                              Name:  Timothy G. Beffa
                                              Title: President & Chief Executive
                                                     Officer

                                            OPTIONEE

                                              ---------------------------



<PAGE>

                        NOTATIONS AS TO PARTIAL EXERCISE

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Date of   Number of Shares     Balance of Shares       Authorized       Notation
Exercise  of Stock Purchased   of Stock on Option        Signature         Date
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