OUTSOURCING SOLUTIONS INC.

                   AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
                   -------------------------------------------


     THIS AGREEMENT is made as of April 16, 2001,  among  Outsourcing  Solutions
Inc., a Delaware corporation (the "Company"),  Madison Dearborn Capital Partners
III, L.P. (the "Principal Investor"),  Madison Dearborn Special Equity III, L.P.
("MDSE"),  Special Advisers Fund I, LLC ("SA"), Ares Leveraged  Investment Fund,
L.P.  ("Ares I"),  Ares  Leveraged  Investment  Fund II, L.P.,  ("Ares II"),  DB
Capital  Investors,  L.P.  ("DB"),  First Union  Merchant  Banking 1999,  L.L.C.
("FU99"),  First Union Capital Partners 2001,  L.L.C.  ("FUO1"),  Abbott Capital
1330 Investors II, L.P. ("Abbott"), Abbott Capital Private Equity Fund III, L.P.
("Abbott  III"),  BNY Partners Fund,  L.L.C.  ("BNY"),  Heller  Financial,  Inc.
("Heller"),  Magnetite Asset Investors L.L.C. ("Magnetite"),  FBR Financial Fund
II, L.P.  ("FBR"),  Harvest  Opportunity  Partners,  L.P.  ("Harvest"),  Gryphon
Partners II, L.P.  ("GPII"),  and Gryphon  Partners II-A,  L.P.  ("GPII-A," and,
together with the Principal Investor, MDSE, SA, Ares I, Ares II, DB, FU99, FU01,
Abbott,  Abbott III, BNY, Heller,  Magnetite,  FBR, Harvest,  GPII and any other
Person that executes a counterpart to this Agreement from  time-to-time  in such
capacity,  the  "Investors"),  each of the  stockholders  listed  on  Exhibit  A
attached hereto (including stockholders who acquire capital stock of the Company
after the date hereof and execute a counterpart  to this  Agreement or otherwise
agree  to  be  bound  by  this  Agreement,  the  "Stockholders"),  each  of  the
optionholders  listed on Exhibit B attached hereto (including  optionholders who
acquire  options to purchase  capital stock of the Company after the date hereof
and execute a counterpart  to this  Agreement or otherwise  agree to be bound by
this Agreement,  the "Optionholders")  and each of the warrantholders  listed on
Exhibit C attached hereto (including  warrantholders who acquire warrants of the
Company  after the date hereof and execute a  counterpart  to this  Agreement or
otherwise  agree to be  bound  by this  Agreement,  the  "Warrantholders").  The
Investors,  the  Stockholders,  the  Optionholders  and the  Warrantholders  are
collectively  referred to as the "OSI  Stockholders" and individually as an "OSI
Stockholder." Capitalized terms used herein are defined in paragraph 12 hereof.

     The Company,  certain of the OSI Stockholders,  and others are parties to a
Stock  Subscription  and  Redemption  Agreement  dated as of October 8, 1999, as
amended on December 10, 1999 (the "Recapitalization Agreement").

     The  Company  and Ares I, Ares II, DB,  FU99 (as  assignee  of First  Union
Investors,  Inc.), Abbott,  Abbott III, BNY, Heller and Magnetite  (collectively
the "Unit Purchasers") are parties to a Purchase Agreement, dated as of December
10, 1999 (the "Purchase  Agreement"),  wherein,  inter alia, the Unit Purchasers
acquired certain shares of Common Stock (the "Unit Common Shares").

     The Company,  the Principal Investor,  and DB, FU99 (as assignee),  Abbott,
Abbott III, BNY, FBR and Harvest  (collectively the "Co-Invest  Purchasers") are
parties to an Assignment and Stock Purchase Agreement,  dated as of December 10,
1999 (the "Assignment  Agreement") wherein, inter alia, the Co-Invest Purchasers
acquired certain shares of Common Stock (the "Co-Invest Common Shares").

     The  Company,   GPII  and  GPII-A  (GPII  and  GPII-A  shall  sometimes  be
collectively  referred to herein as "Gryphon")  and certain other  Investors are
parties  to a Stock  Subscription  Agreement,  dated as of April  3,  2001 (the
"Subscription  Agreement"),  wherein, inter alia, GPII, GPII-A and certain other
Investors  are  each  acquiring  certain,   and  GPII  and  GPII-A  may  acquire
additional,  shares of the Company's  Senior  Common Stock,  par value $0.01 per
share (the "Senior Common Stock").

     The  Company  and the OSI  Stockholders  (other  than  Gryphon)  previously
entered into a  Stockholders  Agreement  dated  December 10, 1999 (the "Original
Agreement").

     A  condition  to GPII's and  GPII-A's  obligations  under the  Subscription
Agreement  is that the  Company  and the OSI  Stockholders,  including  GPII and
GPII-A,  enter  into this  Agreement  for the  purposes,  among  others,  of (i)
amending and restating the Original Agreement,  (ii) inducing the Company,  GPII
and GPII-A to execute and deliver the Subscription Agreement, (iii) establishing
the composition of the Company's Board of Directors (the "Board"), (iv) assuring
continuity  in the  management  and  ownership of the Company,  (v) limiting the
manner and terms by which the OSI Stockholders' Common Stock may be transferred,
and (vi) granting certain registration rights to the OSI Stockholders.

     NOW,  THEREFORE,  in consideration of the mutual covenants contained herein
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby agree as follows:

     1. Board of Directors.

     (a)  From and after the Closing and until the  provisions of this paragraph
1 cease to be effective pursuant to 1(d) below, each OSI Stockholder, other than
the Rollover  Stockholders,  shall vote all of his,  her or its OSI  Stockholder
Shares which are voting  shares and any other voting  securities  of the Company
over which such OSI Stockholder has voting control (other than Senior  Preferred
Stock)  and shall  take all other  necessary  or  desirable  actions  within his
control (whether in his, her or its capacity as a stockholder,  director, member
of a board  committee  or officer of the Company or  otherwise,  and  including,
without limitation, attendance at meetings in person or by proxy for purposes of
obtaining a quorum and execution of written  consents in lieu of meetings),  and
the Company  shall take all  necessary or desirable  actions  within its control
(including, without limitation, calling special board and stockholder meetings),
so that:

          (i)  the authorized  number of directors on the Board to be elected by
     the holders of OSI  Stockholder  Shares shall be established at such number
     as shall be  determined  from  time to time in the sole  discretion  of the
     Principal  Investor  (it being  understood  that upon the  occurrence  of a
     Voting  Rights   Triggering   Event  (as  defined  in  the  Certificate  of
     Designation)  the holders of Senior Preferred Stock may elect an additional
     two or more directors in accordance with the terms thereof);

          (ii) the  following  individuals  shall  be  elected  to the  Board by
     holders of the OSI Stockholder Shares:

               (A) one individual  designated by the Principal Investor who is a
          member  of  the  Company's  management  (the  "Management  Director"),
          provided  that  until  the  first  annual  meeting  of  the  Company's
          stockholders, Timothy Beffa shall serve as the Management Director;

               (B) all other  individuals  designated by the Principal  Investor
          (the "Principal Investor Directors"), who shall initially be Paul Wood
          and Timothy Hurd;  provided that the Principal  Investor may authorize
          in writing one or more other Persons (each an "Authorized  Person") to
          designate  one or more  additional  individuals  to be  elected to the
          Board on such terms and  conditions  as the Principal  Investor  shall
          determine in its sole discretion  (provided,  that any such Authorized
          Person  shall  consent  in  writing to such  designation  and  related
          obligations pursuant to Section 3(c));

          (iii)the  removal  from the  Board  (with  or  without  cause)  of any
     individual  designated  hereunder by the Principal Investor shall be at the
     Principal  Investor's  written  request  (or  the  written  request  of  an
     Authorized  Person  in  the  case  of  an  individual  designated  by  such
     Authorized  Person),  but only upon such written request and under no other
     circumstances,   provided  that  if  any  director   elected   pursuant  to
     subparagraph  (ii)(A) above ceases to be an employee of the Company and its
     Subsidiaries,  he or she shall be removed as a director  promptly after his
     or her employment ceases; and

          (iv) in the event  that any  individual  designated  hereunder  by the
     Principal Investor ceases to serve as a member of the Board during his term
     of  office,  the  resulting  vacancy  on the  Board  shall be  filled by an
     individual  designated  by the  Principal  Investor  (or  by an  individual
     designated  by an  Authorized  Person in the case where the  representative
     ceasing to serve as a member of the Board was designated by such Authorized
     Person), provided that in the event the Management Director ceases to serve
     as a member of the Board during his term of office,  the resulting  vacancy
     on the  Board  shall be  filled  by a member  of the  Company's  management
     designated by the Principal Investor.

     (b)  The Company shall pay the reasonable  out-of-pocket expenses  incurred
by each  director  (including  any  director  elected  by  holders of the Senior
Preferred Stock in accordance with the Certificate of Designation) in connection
with attending the meetings of the Board and any committee thereof.

     (c)  If the Principal Investor (or an Authorized Person) fails to designate
an individual to fill a directorship  pursuant to the terms of this paragraph 1,
the individual  previously  holding such  directorship  shall be elected to such
position,  or if such individual  fails or declines to serve, the election of an
individual to such  directorship  shall be  accomplished  in accordance with the
Company's Bylaws and applicable law;  provided that the OSI  Stockholders  shall
vote to remove any such  individual  the Principal  Investor (or the  Authorized
Person, if applicable) so directs in accordance with paragraph 1(a)(iii).

     (d)  The provisions  set forth in this  paragraph 1 shall  remain in effect
until the consummation of a Qualified Public Offering.

     2.   Representations and Warranties.  Each OSI  Stockholder  represents and
warrants as to itself that (i) such OSI  Stockholder  is the record owner of the
number of OSI Stockholder  Shares set forth opposite his, her or its name on the
applicable   Exhibit  attached  hereto,   (ii)  this  Agreement  has  been  duly
authorized,  executed and delivered by such OSI  Stockholder and constitutes the
valid and binding obligation of such OSI Stockholder,  enforceable in accordance
with its terms,  and (iii) such OSI  Stockholder  has not  granted  and is not a
party to any proxy,  voting trust or other agreement which is inconsistent with,
conflicts  with or violates any  provision of this  Agreement.  No holder of OSI
Stockholder  Shares shall grant any proxy or become party to any voting trust or
other  agreement  which is  inconsistent  with,  conflicts  with or violates any
provision of this  Agreement.  The Company  represents  and  warrants  that this
Agreement  has been duly  authorized,  executed and delivered by the Company and
constitutes  the valid and binding  obligation  of the Company,  enforceable  in
accordance with its terms

     3.   Restrictions on Transfer of OSI Stockholder Shares.

     (a)  Transfer  of  OSI Stockholder Shares.  No holder  of  OSI  Stockholder
Shares 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,  her or its OSI  Stockholder  Shares (a
"Transfer"),  except  pursuant to the  provisions of this  paragraph 3, or, with
respect  to any OSI  Stockholder  other  than  the  Principal  Investor  and its
Affiliates,  with the prior written  approval of the Principal  Investor,  which
approval  shall  not  be  unreasonably  withheld  (but  which  approval  may  be
conditioned  upon  the  transferee  agreeing  to be  bound  by this  Agreement);
provided, however, that the Principal Investor may withhold such approval in its
sole  discretion  with regard to any proposed  Transfer to a  Competitor,  or an
affiliate of a Competitor, of the Company.

     (b)  Drag-Along Rights.

          (i) If the Board and the holders of a majority of the shares of Common
Stock then outstanding  approve a Sale of the Company (an "Approved Sale"), each
OSI  Stockholder  and each  holder of OSI  Stockholder  Shares  shall  vote for,
consent  to and  take all  actions  required  in  connection  with and  raise no
objections  against such Approved  Sale. If the Approved Sale is structured as a
(A) merger or consolidation,  each holder of OSI Stockholder  Shares shall waive
any dissenters'  rights,  appraisal  rights or similar rights in connection with
such  merger  or  consolidation  or  (B)  sale  of  stock,  each  holder  of OSI
Stockholder  Shares  shall agree to sell all of his OSI  Stockholder  Shares and
rights to acquire  OSI  Stockholder  Shares,  in each case on the same terms and
conditions  approved  by the Board and  applicable  to all holders of the Common
Stock then  outstanding.  Each holder of OSI  Stockholder  Shares shall take all
necessary  or  desirable  actions in  connection  with the  consummation  of the
Approved Sale as requested by the Company.

          (ii) The  obligations  of the holders of OSI  Stockholder  Shares with
respect to the Approved Sale of the Company are subject to the  satisfaction  of
the following  conditions:  (A) upon the consummation of the Approved Sale, each
OSI  Stockholder  and  each  holder  of OSI  Stockholder  Shares  (in his or her
capacity as such) shall have the right to receive the same terms, conditions and
form of  consideration  with respect to such OSI Stockholder  Shares (and in the
same  proportion  of the aggregate  consideration  with respect to such Approved
Sale  that  such  holder  would  have  received  if the OSI  Stockholder  Shares
constituted all of the issued and  outstanding  capital stock of the Company and
if such aggregate  consideration had been distributed by the Company in complete
liquidation  pursuant to the applicable  rights and preferences set forth in the
Company's  Certificate of Incorporation as in effect  immediately  prior to such
Approved Sale;  provided,  however,  the holders of Senior Common Stock shall be
entitled to a  Liquidation  Preference  (as defined  therein) only to the extent
permitted in the Company's Certificate of Incorporation);  (B) if any holders of
a class of OSI Stockholder  Shares are given an option as to the form and amount
of  consideration  to be received,  each holder of such class of OSI Stockholder
Shares  shall be given the same  option;  and (C) each holder of then  currently
exercisable  rights to acquire shares of a class of OSI Stockholder Shares shall
be  given an  opportunity  to  either  (i)  exercise  such  rights  prior to the
consummation  of the Approved  Sale and  participate  in such sale as holders of
such  class of OSI  Stockholder  Shares  or (ii)  upon the  consummation  of the
Approved Sale,  receive in exchange for such rights  consideration  equal to the
amount  determined by multiplying (1) the same amount of consideration per share
of a class of OSI  Stockholder  Shares  received by holders of such class of OSI
Stockholder  Shares in connection with the Approved Sale less the exercise price
per share of such class of OSI Stockholder Shares of such rights to acquire such
class of OSI Stockholder Shares by (2) the number of shares of such class of OSI
Stockholder  Shares  represented  by  such  rights  assuming  such  rights  were
exercised  as of the  date  of  consummation  of the  Approved  Sale;  provided,
however,  that if the purchaser in any Approved Sale desires to have some or all
OSI Stockholders who are members of the Company's  management retain or rollover
some or all of their OSI Stockholder Shares and/or desires to have the Principal
Investor and/or other  specified  stockholders of the Company retain or rollover
some or all of their OSI  Stockholder  Shares in order to qualify  the  Approved
Sale for recapitalization  accounting,  the foregoing provisions in (A), (B) and
(C) shall not apply to the extent of any such  retention or  rollover;  provided
further,  however,  that no OSI Stockholder shall be required by this Agreement,
without such OSI  Stockholder's  written consent,  to retain or rollover some or
all  of  their  OSI  Stockholder  Shares,  except  in  a  merger  in  which  all
stockholders  are required to be treated  equally with respect to such retention
or rollover.

          (iii) Each OSI Stockholder  will bear,  and shall  not be  required to
bear  more  than,  his or its pro  rata  share  (based  upon the  number  of OSI
Stockholder  Shares  to be  sold) of the  costs  of any sale of OSI  Stockholder
Shares  pursuant to an Approved  Sale to the extent such costs are  incurred for
the benefit of all such holders of OSI Stockholder  Shares and are not otherwise
paid  by the  Company  or  the  acquiring  party;  provided  that  no  such  OSI
Stockholder  shall be required  to make any such  payment  unless the  Principal
Investor is required to pay its pro rata share. Costs incurred by the holders of
OSI Stockholder  Shares on their own behalf will not be considered  costs of the
Approved Sale. Each OSI Stockholder transferring OSI Stockholder Shares pursuant
to an Approved Sale shall be obligated to join on a pro rata basis (based on the
number of OSI  Stockholder  Shares to be sold) in any  indemnification  or other
obligations  that are part of the  terms and  conditions  of the  Approved  Sale
(other than any such  obligations  that relate  specifically to a particular OSI
Stockholder,  such  as  indemnification  with  respect  to  representations  and
warranties given by an OSI Stockholder regarding such OSI Stockholder's title to
and ownership of OSI Stockholder Shares).  Notwithstanding the foregoing, no OSI
Stockholder  shall be obligated in connection with any Approved Sale to agree to
indemnify  or hold  harmless the  transferees  in an amount in excess of the net
proceeds paid to such OSI Stockholder in connection with the Approved Sale.

     (c)  Co-Sale Rights.

          (i)  In the event that the  Principal Investor or its  Affiliates  (as
defined  in  paragraph  3(d)  but not  including  its  limited  partners)  or an
Authorized Person or its Affiliates (any of the above the "Transferring Holder")
propose to effect a direct or indirect Transfer (other than a Permitted Transfer
as defined in paragraph 3(d)) of OSI Stockholder Shares, the Transferring Holder
shall promptly give written notice (the "Co-Sale Notice") to the Company and the
other OSI  Stockholders  at least 30 days prior to the closing of such Transfer.
The Co-Sale  Notice shall  describe in reasonable  detail the proposed  Transfer
including,  without  limitation,  the name of,  and the number (by class) of OSI
Stockholder  Shares to be purchased by, the  transferee,  the purchase  price of
each OSI  Stockholder  Share to be sold,  the number of shares the  Transferring
Holder  proposes to Transfer,  any other terms of the proposed  Transfer and the
date the proposed Transfer will be consummated, it being understood that if such
proposed  Transfer by the Transferring  Holder is in a public offering under the
Securities  Act and the  provisions  of paragraph 6 apply,  then this  paragraph
3(c)(i) shall not apply.

          (ii) Each  other OSI  Stockholder  may  elect  to  participate  in the
contemplated   Transfer  by  delivering   irrevocable   written  notice  to  the
Transferring  Holder setting forth the number of OSI Stockholder Shares such OSI
Stockholder  desires to sell in the  contemplated  Transfer within 20 days after
receipt  of the  Co-Sale  Notice.  If  any  OSI  Stockholders  have  elected  to
participate in such Transfer  (each,  a  "Participant"),  each such  Participant
(subject  in the case of  Optionholders  and  Warrantholders  to the  Option  or
Warrant being  exercisable  and to the payment by such holder of the  applicable
exercise price) shall be entitled to sell in the contemplated  Transfer,  at the
same price and on the same  terms as the  Transferring  Holder,  a number of OSI
Stockholder  Shares  equal to the  product  of (A) the  quotient  determined  by
dividing the percentage of OSI Stockholder  Shares owned by such  Participant by
the aggregate  percentage of OSI  Stockholder  Shares owned by the  Transferring
Holder and all Participants  and (B) the number of OSI Stockholder  Shares to be
sold in the contemplated Transfer.

     For  example,  if  the  Co-Sale  Notice  contemplated  a sale  of  100  OSI
     Stockholder  Shares by the  Transferring  Holder,  and if the  Transferring
     Holder  at  such  time  own 30% of all OSI  Stockholder  Shares  and if the
     Participants own 20% of all OSI Stockholder Shares, the Transferring Holder
     would  be  entitled  to sell  60  shares  (30%/50%  x 100  shares)  and the
     Participants would be entitled to sell 40 shares (20% / 50% x 100 shares).

          (iii)The  Transferring  Holder  shall use  reasonable  best efforts to
obtain the agreement of the prospective  transferee(s)  to the  participation of
the Participants in any contemplated  Transfer,  and the Transferring Holder may
not Transfer any of their  respective OSI Stockholder  Shares to the prospective
transferee(s)   if  the   prospective   transferee(s)   declines  to  allow  the
participation of the Participants in accordance with the foregoing formula.

          (iv) Each  Participant  will bear its pro rata share  (based  upon the
number of shares sold) of the  reasonable  costs of any sale of OSI  Stockholder
Shares  pursuant  to a sale  subject to this  paragraph  3(c) to the extent such
costs are incurred for the benefit of all selling OSI  Stockholders  and are not
otherwise paid by the Company or the acquiring party; provided, that no such OSI
Stockholder  shall be required  to make any such  payment  unless the  Principal
Investor  is  required  to pay its pro rata  share.  Costs  incurred  by the OSI
Stockholders on their own behalf will not be considered costs of the transaction
hereunder.

     (d)  Permitted  Transfers.  The restrictions  set forth in this paragraph 3
shall not apply with respect to: (i) any Transfer of OSI  Stockholder  Shares by
any OSI Stockholder to the Company,  (ii) any Transfer of OSI Stockholder Shares
by any OSI Stockholder  who is a natural person,  pursuant to applicable laws of
descent  and  distribution  or among  such  OSI  Stockholder's  Family  Group or
Affiliates,  as applicable,  (iii) any Transfer of OSI Stockholder Shares by any
OSI Stockholder or Warrantholder  that is a corporation,  partnership or limited
liability  company,  to its  Affiliates,  (iv) any  Transfer of OSI  Stockholder
Shares by any Investors,  to their respective  officers,  directors,  employees,
partners,  members or Affiliates or to other Investors,  (v) any Transfer of OSI
Stockholder  Shares by any OSI Stockholder,  pursuant to a Public Sale, (vi) any
Transfer of OSI Stockholder  Shares by any Unit Purchasers and their Affiliates,
of Unit Common Shares to any Person in accordance  with the Purchase  Agreement,
(vii) any Transfer of OSI  Stockholder  Shares by any Co-Invest  Purchasers  and
their  Affiliates,  of Co-Invest  Common Shares to any Person in accordance with
paragraph  8, (viii) any  Transfer of OSI  Stockholder  Shares by the  Principal
Investor and its Affiliates, to any Person, provided that immediately after such
transfer the Principal  Investor and its  Affiliates  own not less than 50.1% of
the shares of the Company's Common Stock calculated on a fully-diluted basis and
(ix) any Transfer or Transfers by Gryphon and its Affiliates of an amount not to
exceed,  individually  or in  the  aggregate,  100,000  OSI  Stockholder  Shares
(collectively referred to herein as "Permitted Transferees");  provided that the
restrictions  contained in this  paragraph 3 shall  continue to be applicable to
the OSI Stockholder Shares after any such Transfer (other than a Transfer to the
Company  or  as  provided  in  paragraph  3(e));  provided,   further  that  the
transferees of such OSI  Stockholder  Shares (other than in the case of a Public
Sale or in the case where the  Company is the  transferee)  shall have agreed in
writing  to be bound  by the  provisions  of this  Agreement  affecting  the OSI
Stockholder  Shares so  transferred;  provided,  further  that the  provision in
subparagraphs  3(d)(ii),  (iii) or  (viii)  shall not  apply to  Transfers  by a
Rollover  Stockholder  which is a  partnership  or the  Principal  Investor to a
partner of such Rollover  Stockholder  or Principal  Investor until such time as
there has been an initial public offering of the Company's  securities (in which
event such OSI Stockholder Shares will remain subject to the other terms hereof,
including  paragraph 4);  provided,  further that the  restrictions set forth in
this  paragraph  3 shall not  apply  with  respect  to the  execution  by an OSI
Stockholder  of, and any Transfers  pursuant to, the Pledge or the Senior Credit
Pledge.  For  purposes of this  Agreement,  "Family  Group"  means as to any OSI
Stockholder who is a natural person his or her spouse and  descendants  (whether
natural or adopted) and any trust solely for the benefit of such OSI Stockholder
or his or her spouse and/or  descendants,  and "Affiliate" of an OSI Stockholder
means any other  Person,  directly or indirectly  controlling,  controlled by or
under  common  control  with  such OSI  Stockholder  and any  partner  of an OSI
Stockholder  which is a partnership  and any officer,  director or member of any
OSI Stockholder which is a corporation or other entity.

     Except for transfers permitted by Section 3(d)(iv), any Affiliate of an OSI
Stockholder  (other than a natural  person)  who  receives  any OSI  Stockholder
Shares shall Transfer such OSI Stockholder  Shares to the OSI  Stockholder  from
whom the OSI Stockholder  Shares were  originally  received or acquired within 5
days after ceasing to be an Affiliate of such OSI Stockholder.

     Notwithstanding  anything in this  Agreement to the  contrary,  no Rollover
Stockholder which is a party to the Pledge shall Transfer any of his, her or its
OSI  Stockholder  Shares until such time as such OSI  Stockholder  Shares are no
longer subject to the Pledge,  at which time such OSI Stockholder  Shares may be
Transferred pursuant to the terms of this paragraph 3.

     (e)  Termination  of  Restrictions.  The  restrictions  set  forth  in this
paragraph 3 shall continue with respect to each OSI Stockholder  Share until the
earlier of (i) the date on which such OSI Stockholder Share has been transferred
in a Public  Sale,  (ii) the date on which such OSI  Stockholder  Share has been
transferred  pursuant to this  paragraph  3 (other  than a transfer  pursuant to
subparagraph 3(d) and other than a transfer  approved by the Principal  Investor
pursuant to paragraph  3(a) on the  condition  that the  transferee  agree to be
bound  by this  Agreement),  (iii)  the  tenth  anniversary  of the date of this
Agreement or (iv) the consummation of a Qualified Public Offering.

     4    Holdback Agreement.  No holder of OSI Stockholder Shares  shall effect
any public sale or distribution  of any OSI  Stockholder  Shares or of any other
capital  stock or  equity  securities  of the  Company  (other  than the  Senior
Preferred  Stock),  or  any  securities  convertible  into  or  exchangeable  or
exercisable for such stock or securities, during the seven days prior to and the
180-day  period  beginning  on the  effective  date of any  underwritten  public
offering of capital stock (or securities  convertible  into or exchangeable  for
capital stock) (other than the Senior Preferred Stock) of the Company unless the
underwriters  managing the registration  otherwise agree. This paragraph 4 shall
remain in effect with respect to each OSI Stockholder Share until earlier of (a)
the date on which such OSI  Stockholder  Share has been  transferred in a Public
Sale,  or (b) the  ninetieth  (90th) day  following  the  closing of a Qualified
Public  Offering;  provided,  however,  that for each holder of OSI  Stockholder
Shares  who is an  employee  of the  Company at the time of a  Qualified  Public
Offering  or who is  not an  Independent  Third  Party  immediately  after  such
Qualified Public  Offering,  the restrictions on the transfer of OSI Stockholder
Shares set forth in this paragraph 4 shall terminate only upon (a) above.

     5   Call Upon Termination of Management Stockholder's Employment.

     (a)  Notwithstanding any other provision of this Agreement to the contrary,
upon the death,  disability,  retirement or  termination  of employment  (each a
"Call Event") of any Management  Stockholder  employed immediately prior to such
Call Event by the Company or any of the Company's  Subsidiaries,  the Company or
its designee  shall,  on terms and subject to the  conditions  set forth in this
paragraph  5,  have the  right  (the  "Management  Call")  at the  option of the
Company,  to  purchase  all but not less than all of the Call  Shares and Vested
Stock Options held by such Management Stockholder,  and any Permitted Transferee
of Call  Shares or Vested  Stock  Options  of such  Management  Stockholder,  by
delivering written notice to such Management Stockholder or his or her Permitted
Transferees, within 60 days after the occurrence of the Call Event. The offering
price for the Call  Shares or Vested  Stock  Options  offered  pursuant  to this
paragraph  5 shall be equal to the Fair  Market  Value of such  Call  Shares  or
Vested Stock Options at such time. As used in this  Agreement,  the "Fair Market
Value" of any OSI Stockholder Shares (including Call Shares) or any Vested Stock
Options  shall be as  determined  in good faith by the Board of Directors of the
Company (without discount for lack of marketability or minority interest).

     (b)  If  the  Company  shall  elect  to exercise  the  Management  Call  in
accordance  with this  paragraph  5, the closing of the  purchase by the Company
shall  take place no later than 45 days  after the  exercise  of the  Management
Call, which time in the case of the death of a Management Stockholder may at the
Company's  election be  extended  to provide  for probate of such  Stockholder's
estate.  On the  date  scheduled  for  such  closing,  the  price  for  the  OSI
Stockholder  Shares or Vested Stock Options subject to the Management Call shall
be paid in full to the  Management  Stockholder  holding  such  OSI  Stockholder
Shares  (including,  if  applicable,  such OSI  Stockholder  Shares  held by any
Permitted  Transferee  of such  Management  Stockholder)  by the  Company or its
designee against delivery of a certificate or certificates,  as the case may be,
representing  the purchased  shares in proper form for  transfer.  In connection
with such closing,  such Management  Stockholder and/or Permitted Transferee (as
the case may be) shall warrant to the Company or its designee that he, she or it
has good and marketable title to the purchased OSI Stockholder  Shares or Vested
Stock Options, free and clear of all claims,  liens,  charges,  encumbrances and
security interests of any nature whatsoever except those under this Agreement.

     6    Piggyback Registration Rights.

     (a)  Right to  Piggyback.  Whenever the Company proposes to register any of
its Common Stock under the Securities Act (other than a registration on Form S-4
or S-8 or any successor or similar  forms) for the account of the Company or any
other  Person,  and  the  registration  form  to be  used  may be  used  for the
registration of OSI Stockholder Shares (a "Piggyback Registration"), the Company
will give prompt written notice to all holders of OSI Stockholder  Shares of its
intention to effect such a registration and, subject to paragraphs 6(c) and 6(d)
below, will include in such registration all OSI Stockholder Shares with respect
to which the Company has received written requests for inclusion  therein within
15 days after the receipt of the Company's notice.

     (b)  Piggyback  Expenses.  In all  Piggyback  Registrations,  all costs and
expenses  incident  to the  Company's  performance  of or  compliance  with this
paragraph 6, including,  without  limitation,  all registration and filing fees,
fees and  expenses of  compliance  with  securities  or blue sky laws,  printing
expenses, messenger and delivery expenses, fees and disbursements of custodians,
fees and disbursements of counsel for the Company, and all independent certified
public  accountants,  underwriters  (excluding  discounts and commissions),  and
other  persons  retained or employed by the  Company  (all such  expenses  being
herein called "Registration Expenses") will be paid by the Company.

     (c)  Priority  on  Registrations.   If  a  Piggyback   Registration  is  an
underwritten  registration,  and the managing underwriters advise the Company in
writing  (with  a copy to  each  party  hereto  requesting  registration  of OSI
Stockholder Shares) that, in their opinion,  the number of securities  requested
to be included in such registration exceeds the number which can be sold in such
offering without  adversely  affecting the  marketability of such offering,  the
Company  will  include  in such  registration  (1)  with  respect  to a  primary
registration:  (a) first,  the securities that the Company proposes to sell, and
(b)  second,  the  OSI  Stockholder  Shares  requested  to be  included  in such
registration  pursuant  to this  Section 6  together  with any other  holders of
securities to whom registration rights may hereafter be granted,  pro rata among
the  holders  thereof  on the basis of the number of OSI  Stockholder  Shares or
other securities owned by each such holder,  and (2) with respect to a secondary
registration:  (a)  first,  the shares of  capital  stock of the  Company of any
stockholder  exercising  his, her or its right to include his, her or its shares
of Common Stock in a Demand  Registration,  and (b) second,  the OSI Stockholder
Shares requested to be included in such registration  pursuant to this Section 6
together with any other holders of  securities to whom  registration  rights may
hereafter  be granted,  pro rata among the  holders  thereof on the basis of the
number of OSI Stockholder  Shares or other securities owned by each such holder.
If,  as a result of the  proration  provisions  of this  Section  6(c),  any OSI
Stockholder  shall not be entitled to include  all OSI  Stockholder  Shares in a
Piggyback  Registration  that such OSI Stockholder has requested to be included,
such OSI  Stockholder  may elect to  withdraw  his  request to  include  its OSI
Stockholder Shares in such registration (a "Withdrawal Election"); provided that
a Withdrawal  Election shall be made prior to the  effectiveness  of the related
registration  statement and shall be irrevocable  and, after making a Withdrawal
Election,  an OSI Stockholder  shall no longer have any right to include its OSI
Stockholder Shares in the registration as to which such Withdrawal  Election was
made.

     (d)  Withdrawal  by  Company.  If, at any time after  giving  notice of its
intention to register any of its  securities as set forth in paragraph  6(a) and
before the effective  date of such  registration  statement  filed in connection
with such  registration,  the Company shall  determine,  for any reason,  not to
register such securities,  the Company may, at its sole discretion,  give prompt
written notice of such  determination  to each holder of OSI Stockholder  Shares
and  thereupon  shall  be  relieved  of  its  obligation  to  register  any  OSI
Stockholder  Shares  in  connection  with  such  registration  (but not from its
obligation to pay the Registration  Expenses in connection therewith as provided
herein).

     7    Grant of Preemptive Rights.

     (a)  If the Company  agrees to issue New  Securities  to any  Person  (such
Person  an  "Acquiring  Person")  at  a  subscription,   offering,  exercise  or
conversion price ("Offer Price") lower than either (x) the Fair Market Value (as
defined in paragraph 5(a)) of such New Securities at the time the Company agrees
to issue such New Securities or (y) the applicable Original Purchase Price, then
the Company hereby grants each Rollover  Stockholder  and each Investor,  and/or
its respective  Affiliates,  as the case may be, so long as such Investor and/or
its Affiliates  beneficially owns 35% or more of the OSI Stockholder Shares held
by such  Investor or its  Affiliates on the date hereof  (collectively  with the
Rollover Stockholders,  the "Right A Holders"),  preemptive rights to purchase a
pro rata portion of such New  Securities at the same price and on the same terms
and  conditions  offered  to such  Acquiring  Person.  In the event (and on each
occasion)  that the  Company  shall  decide  to  undertake  an  issuance  of New
Securities  to an  Acquiring  Person,  the Company will give all Right A Holders
written notice (a "Preemptive Notice") of the Company's decision, describing the
type of New Securities and the terms upon which the Company has decided to issue
the New Securities (including,  without limitation,  the expected timing of such
issuance  which will in no event exceed 60 days after the date of the Preemptive
Notice). For the avoidance of doubt, the OSI Stockholders  acknowledge and agree
that no OSI  Stockholder  has any  preemptive  rights  with  respect  to any OSI
Stockholder Shares issued or issuable pursuant to the Subscription Agreement.

     (b)  If the Company issues New Securities to the Principal  Investor or its
Affiliates,  which issuance  (including any prior issuance with respect to which
such Unit  Purchaser,  Co-Invest  Purchaser,  GPII or GPII-A  had no  preemptive
rights  hereunder)  would either otherwise  entitle a Unit Purchaser,  Co-Invest
Purchaser,  GPII or GPII-A to purchase at least $1.5  million of New  Securities
under this  paragraph  7(b) or dilute  (calculated on a fully diluted basis) the
percentage  of  beneficial  ownership  of the  Company's  Common Stock by a Unit
Purchaser,  Co-Invest Purchaser,  GPII or GPII-A as of the issue date of the New
Securities by 10% or more,  then the Company hereby grants each Unit  Purchaser,
Co-Invest Purchaser,  GPII or GPII-A and its respective Affiliates (the "Right B
Holders"  and  collectively  with the Right A Holders,  the  "Rights  Holders"),
preemptive  rights to purchase a pro rata portion of such New  Securities at the
same  price  and on the same  terms  and  conditions  offered  to the  Principal
Investor or its Affiliates,  as applicable.  In the event (and on each occasion)
that the Company shall decide to undertake an issuance of New  Securities to the
Principal Investor or its Affiliates,  the Company will give all Right B Holders
a  Preemptive  Notice  of the  Company's  decision,  describing  the type of New
Securities  and the terms upon which the  Company  has  decided to issue the New
Securities (including,  without limitation, the expected timing of such issuance
which will in no event exceed 60 days after the date of the Preemptive Notice).

     (c)  Each of the Rights Holders, as applicable, shall have 20 business days
from the date on which it receives a Preemptive  Notice to agree to purchase its
pro rata portion of such New Securities  for the  applicable  price and upon the
same terms  specified in the  Preemptive  Notice by giving written notice to the
Company.  Each Rights Holder,  as applicable,  shall have the option to purchase
less than all of its pro rata portion.  If, in  connection  with such a proposed
issuance  of New  Securities,  any Rights  Holders  shall for any reason fail or
refuse to give such  written  notice to the Company  within such 20-day  period,
such OSI Stockholder  shall,  for all purposes of this paragraph 7, be deemed to
have  refused (in that  particular  instance  only) to purchase  any of such New
Securities  and to have  waived (in that  particular  instance  only) all of its
rights  under this  paragraph 7 to  purchase  any of such New  Securities.  Upon
expiration of the offering  periods  described in this  paragraph 7, the Company
shall be entitled to sell such New  Securities  and other  securities  which the
Rights Holders, as applicable,  have elected not to purchase during the 120 days
following  such  expiration  on terms and  conditions  no more  favorable to the
purchasers thereof than those offered to the applicable Rights Holders.  Any New
Securities  offered or sold by the  Company  after such  120-day  period must be
reoffered to the applicable  Rights  Holders,  as the case may be, provided that
the applicable  Rights Holders  continue to meet the  requirements  set forth in
this paragraph 7. The rights  granted by this  paragraph 7 shall  terminate upon
the consummation of a Qualified Public Offering. Notwithstanding anything herein
to the contrary,  no Rights Holder has any preemptive rights with respect to any
New Securities  issued in connection  with (i) debt or preferred stock financing
(so long as such preferred stock does not constitute New  Securities),  (ii) the
exercise of options,  warrants or other rights or the  conversion or exchange of
securities of the Company, (iii) the receipt of paid-in-kind  dividends,  (iv) a
stock split, stock dividend, stock distribution or recapitalization in which all
similarly  situated  OSI  Stockholders  are  treated  in a similar  manner,  (v)
issuances  to  the  directors,  officers  or  employees  of the  Company  or any
Subsidiary of the Company  pursuant to a benefit plan or similar  arrangement or
as an inducement  to hire a director,  officer or employee of the Company or any
Subsidiary  of the Company,  provided  that such  issuances  are approved by the
Board of Directors  or (vi)  issuances to customers or suppliers of the Company,
provided that such issuances are approved by the Board of Directors.  As used in
this  paragraph 7, the term "pro rata  portion"  with respect to a Rights Holder
shall mean the aggregate  number of New Securities to be issued  multiplied by a
fraction, the numerator of which is the number of OSI Stockholder Shares held at
such time by such Rights  Holder and the  denominator  of which is the aggregate
number of OSI Stockholder Shares on a fully diluted basis;  provided that in the
case of preemptive  rights triggered  pursuant to Section 7(a)(y) above, the pro
rata portion shall be based on the number of OSI Stockholder Shares purchased by
the applicable  Rights Holder at an applicable  Original Purchase Price which is
higher than the Offer  Price  relative  to the total  number of OSI  Stockholder
Shares then outstanding.

     8    First Offer Right.  Prior  to  making  any  Transfer  (other  than   a
Permitted  Transfer) of any Co-Invest Common Shares by a Co-Invest  Purchaser or
its  assignee,  such Person (the  "Transferring  Stockholder")  shall  deliver a
written  notice (an "Offer  Notice") to the Company and the Principal  Investor.
The Offer  Notice shall  disclose in  reasonable  detail the proposed  number of
Co-Invest Common Shares to be transferred,  the proposed terms and conditions of
the Transfer  and the  identity,  if known,  of the  prospective  transferee(s).
First,  the  Company  may elect to  purchase  all (but not less than all) of the
Co-Invest  Common  Shares  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 and the Principal Investor as soon as practical but in
any event within ten days after the delivery of the Offer Notice. If the Company
has not elected to purchase all of the Co-Invest  Common Shares specified in the
Offer Notice within such ten-day  period,  the  Principal  Investor may elect to
purchase all (but not less than all) of the Co-Invest Common Shares 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 5 days  after  expiration  of the  Company's
election.  If the  Company or the  Principal  Investor  has  elected to purchase
Co-Invest Common Shares 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 10
days after the expiration of the applicable  election period. To the extent that
the Company and the  Principal  Investor have not elected to purchase all of the
Co-Invest Common Shares being offered, the Transferring  Stockholder may, within
90 days after the expiration of the election  period of the Principal  Investor,
transfer such Co-Invest Common Shares 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 not materially more favorable to the  transferees  thereof than offered to
the Company and the Principal Investor in the Offer Notice. Any Co-Invest Common
Shares not  transferred  within such 90-day  period  shall be  reoffered  to the
Company and the Principal  Investor under this Section 8 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 as otherwise agreed to with
the applicable Co-Invest Purchaser.  Notwithstanding anything to the contrary in
this  Agreement,  (a) this Section 8 shall  terminate and be of no further force
and effect  immediately  upon the consummation of a Qualified Public Offering or
at any time the Principal  Investor ceases to beneficially own, in the aggregate
with its Affiliates,  less than 40% of the  outstanding  shares of the Company's
Common  Stock (on a fully  diluted  basis) and (b) the  rights of the  Principal
Investor pursuant to this Section 8 may not be assigned or otherwise transferred
to any Person other than its Affiliates.

     9    Power of Attorney.

     (a)  In  order   to   secure   each   Stockholder's,   Optionholder's   and
Warrantholder's  obligation to (1) vote his, her or its OSI  Stockholder  Shares
and other voting  securities of the Company in accordance with the provisions of
paragraph  1  (except  for  Rollover  Stockholders)  and  (2)  comply  with  the
requirements  of  paragraphs   3(b)  and,  as  applicable,   paragraph  5,  each
Stockholder,   each  Optionholder  and  each  Warrantholder  hereby  irrevocably
appoints   the   Principal   Investor  as  his,  her  or  its  true  and  lawful
attorney-in-fact,  with full power of substitution,  to (a) vote all of his, her
or its OSI Stockholder Shares and other voting securities of the Company for the
election  and/or  removal of directors  and all such other  matters as expressly
provided  for in paragraph 1 (except for Rollover  Stockholders)  and  paragraph
3(b)  and (b)  take  all  actions,  and  execute  and  deliver  all  agreements,
certificates  or other  documents,  in each case necessary to implement and give
effect to the  agreements  set forth in paragraph 3(b) and paragraph 5 hereof in
the name and for the benefit and obligation of such Stockholder, Optionholder or
Warrantholder.  The  Principal  Investor may exercise the  irrevocable  power of
attorney  granted to it hereunder at any time any  Stockholder,  Optionholder or
Warrantholder  fails to comply with the provisions of this Agreement.  The power
of attorney granted by each Stockholder, Optionholder and Warrantholder pursuant
to this  paragraph  9 is  coupled  with an  interest  and is given to secure the
performance   of  each   Stockholder's,   Optionholder's   and   Warrantholder's
obligations  to the  Principal  Investor  under  this  Agreement.  Such power of
attorney is irrevocable (subject to paragraph 9(b) below), and shall survive the
death, incompetency,  disability, bankruptcy or dissolution of such Stockholder,
Optionholder or Warrantholder and the subsequent  holders of his, her or its OSI
Stockholder Shares.

     (b)  The provisions set forth in paragraph  9(a) above shall terminate upon
the consummation of a Qualified Public Offering.

     10   Legend. Each  certificate evidencing  OSI  Stockholder Shares and each
certificate  issued in exchange for or upon the transfer of any OSI  Stockholder
Shares (if such shares remain OSI Stockholder  Shares after such transfer) shall
be stamped or otherwise  imprinted with a legend in substantially  the following
form:

     "The securities  represented by this  certificate are subject to an Amended
     and Restated  Stockholders  Agreement  dated as of April 16, 2001 among the
     issuer of such  securities  (the  "Company")  and certain of the  Company's
     stockholders,  as amended and  modified  from time to time.  A copy of such
     Stockholders  Agreement shall be furnished without charge by the Company to
     the holder hereof upon written request.

     The securities  represented by this  certificate  have not been  registered
     under the Securities Act of 1933, as amended (the "Securities Act"), or any
     state  securities  laws  and may  not be  transferred,  sold  or  otherwise
     disposed  of  except  pursuant  to  an  effective  registration  under  the
     Securities  Act or pursuant to an opinion of counsel,  satisfactory  to the
     Company,  to the  effect  that  an  exemption  from  such  registration  is
     available.

The Company shall imprint such legend on certificates evidencing OSI Stockholder
Shares  outstanding  as of the date hereof.  The legend set forth above shall be
removed  from the  certificates  evidencing  any  shares  which  cease to be OSI
Stockholder  Shares.  The parties hereto  acknowledge  and agree that the legend
required  to be placed  on  certificates  representing  OSI  Stockholder  Shares
pursuant to the Original Agreement still applies.

     11   Transfer. Prior to transferring any OSI Stockholder Shares (other than
pursuant  to a  Public  Sale  or a Sale  of the  Company)  to  any  Person,  the
transferring  holders of OSI  Stockholder  Shares  shall  cause the  prospective
transferee  to be  bound  by  this  Agreement,  in  the  same  capacity  as  the
transferor,  and to execute and deliver to the Company and the other  holders of
OSI Stockholder Shares a counterpart of this Agreement. The requirements of this
paragraph  11  shall  terminate  upon the  consummation  of a  Qualified  Public
Offering.

     12   Definitions.

     "Call Shares" shall mean collectively (i) restricted shares of Common Stock
granted,  or (ii) shares of Common Stock  received  upon the exercise of options
granted, to certain key employees of the Company (or the Company's Subsidiaries)
pursuant to any Company stock option or stock award plan.

     "Certificate  of  Designation"  means the Certificate of Designation of the
Powers,  Preferences  and  Relative,  Participating,  Optional and Other Special
Rights of Class A 14% Senior Mandatorily  Redeemable  Preferred Stock, Series A,
and Class B 14 % Senior Mandatorily  Redeemable  Preferred Stock,  Series A, and
Qualifications, Limitations and Restrictions Thereof.

     "Common Stock" means  collectively  the Company's  Senior Common Stock, par
value  $0.01 per  share,  Voting  Common  Stock,  par value  $0.01 per share and
Nonvoting Common Stock, par value $0.01.

     "Competitor" means any Person who is engaged in the (i) accounts receivable
management  services and  outsourcing  business,  (ii) consumer debt  purchasing
business (other than related to asset backed securities or similar  investments)
or (iii) credit card business,  and shall include,  without limitation,  Capital
One, Providian,  Metris and NCO Group; provided, that no Person or any Affiliate
thereof shall be a Competitor for purposes of this Agreement solely by reason of
(a) the beneficial ownership for investment purposes of (x) less than 15% of the
voting  equity  securities  of any  Person  engaged,  directly  or  through  its
Affiliates,  in the business  described in clauses (i) or (ii), or (y) less than
50% of the voting equity  securities of any Person engaged,  directly or through
its  Affiliates,  in the  business  described in clause  (iii),  and (b) being a
lender to any Person, whether or not it is a Competitor.

     "Credit  Agreement"  means the Credit  Agreement,  dated as of November 30,
1999, among the Company, the various financial institutions and other Persons as
are or may become parties thereto, DLJ Capital Funding, Inc., as the syndication
agent,  lead  arranger and sole book running  manager,  Harris Trust and Savings
Bank, as documentation  Agent, and Fleet National Bank, N.A., as  administrative
agent, as amended,  supplemented,  replaced, refinanced, amended and restated or
otherwise modified from time to time.

     "Demand  Registration" with respect to the OSI Stockholders has the meaning
ascribed  to it  in  that  certain  Amended  and  Restated  Registration  Rights
Agreement,  dated as of the date hereof, among the Company and the Persons named
therein, relating to the Company's Common Stock.

     "Independent  Third Party" means any Person who,  immediately  prior to the
contemplated transaction, does not own together with its affiliates in excess of
10% of the Company's Common Stock on a fully-diluted  basis voting capital stock
(a "10% Owner)",  who is not controlling,  controlled by or under common control
with any such 10% Owner and who is not the  spouse  or  descendent  (by birth or
adoption)  of any such 10%  Owner or a trust for the  benefit  of such 10% Owner
and/or such other Persons.

     "Management Stockholder" shall mean the individuals listed on Exhibit B, it
being  understood  that any other  member of the  management  of the Company who
becomes a stockholder  or  optionholder  of the Company  (including  through the
receipt of Call Shares) shall be a Management Stockholder.

     "New  Securities"  means (i) any Common Stock or (ii) any securities of the
Company which are  convertible  into,  or any options,  warrants or other rights
which are exercisable or exchangeable for, Common Stock.

     "Options"  means any options to purchase Common Stock issued by the Company
to Optionholders.

     "Original  Purchase  Price"  means,  with respect to Gryphon,  the purchase
price  per  share  of  Senior  Common  Stock  paid by  Gryphon  pursuant  to the
Subscription  Agreement,  and,  with  respect  to  the  other  OSI  Stockholders
(excluding  Gryphon),  the price per Unit  Common  Share as set forth in Section
2.04 of the  Purchase  Agreement.  Each such  Original  Purchase  Price shall be
equitably  adjusted for stock splits,  stock dividends,  stock  combinations and
similar events.

     "OSI Stockholder  Shares" means (i) any Common Stock purchased or otherwise
acquired  by any OSI  Stockholder,  (ii) any  Common  Stock  issued or  issuable
directly  or  indirectly  to an OSI  Stockholder  upon  exercise  of Warrants or
Options or  conversion  of Senior Common Stock and (iii) any Common Stock issued
or issuable with respect to the  securities  referred to in clauses (i) and (ii)
above  by  way  of  stock  dividend  or  stock  split  or in  connection  with a
combination  of  shares,   recapitalization,   merger,  consolidation  or  other
reorganization.  For purposes of this Agreement,  any Person who holds Warrants,
Options  or Senior  Common  Stock  shall be  deemed to be the  holder of the OSI
Stockholder Shares issuable directly or indirectly upon exercise of the Warrants
or Options or conversion of Senior Common Stock in connection  with the transfer
thereof or otherwise  and  regardless  of any  restriction  or limitation on the
exercise or conversion  thereof.  As to any particular OSI  Stockholder  Shares,
such  shares  shall  cease to be OSI  Stockholder  Shares  when  they  have been
disposed of in a Public Sale.

     "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  and a  governmental  entity  or  any
department, agency or political subdivision thereof.

     "Pledge" means, with respect to a Rollover Stockholder,  the pledge of such
Rollover  Stockholder's OSI Stockholder  Shares pursuant to the Pledge Agreement
by and among  the  Company  and the  Rollover  Stockholder  dated as of the date
hereof.

     "Public  Sale"  means  any sale of OSI  Stockholder  Shares  to the  public
pursuant to an offering  registered  under the  Securities  Act or,  following a
public offering of any class of Common Stock of the Company registered under the
Securities  Act, to the public  pursuant to the  provisions  of Rule 144, or any
successor provision thereto, adopted under the Securities Act.

     "Qualified  Public Offering" means the issuance and sale in an underwritten
public offering  registered  under the Securities Act of shares of the Company's
Common Stock having an aggregate offering value of at least $50 million.

     "Rollover   Stockholders"   has  the   meaning   ascribed   to  it  in  the
Recapitalization Agreement.

     "Sale of the Company" means the sale of the Company to an Independent Third
Party or group of  Independent  Third  Parties  pursuant  to which such party or
parties  acquire (i) capital  stock of the Company  possessing  the voting power
under  normal  circumstances  to  elect a  majority  of the  Company's  board of
directors (whether by merger, consolidation or sale or transfer of the Company's
capital  stock)  or  (ii)  all or  substantially  all of  the  Company's  assets
determined on a consolidated basis.

     "Securities  Act" means the Securities Act of 1933, as amended from time to
time.

     "Senior Common Stock" has the meaning set forth in the recitals hereto.

     "Senior Credit Pledge" means the pledge by each  applicable OSI Stockholder
of its OSI Stockholder  Shares pursuant to the  Shareholders'  Pledge  Agreement
(which is Exhibit  G-1 of the Credit  Agreement),  by and among  Fleet  National
Bank, N.A., in its capacity as  administrative  agent under the Credit Agreement
and each OSI Stockholder a signatory thereto, as amended, supplemented,  amended
and restated or otherwise modified from time to time.

     "Senior  Preferred  Stock" means  collectively  the  Company's  Class A 14%
Senior Mandatorily Redeemable Preferred Stock, par value $0.01 per share (or any
series  thereof)  and the Class B 14% Senior  Mandatorily  Redeemable  Preferred
Stock, par value $0.01 per share (or any series thereof).

     "Subsidiary"  means, with respect to any Person,  any corporation,  limited
liability  company,  partnership,  association or other business entity of which
(i) if a  corporation,  a majority of the total  voting power of shares of stock
entitled  (without  regard to the occurrence of any  contingency) to vote in the
election of  directors,  managers  or  trustees  thereof is at the time owned or
controlled,  directly or indirectly,  by that Person or one or more of the other
Subsidiaries  of that  Person  or a  combination  thereof,  or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the  limited  liability  company,  partnership  or  other  similar  ownership
interest thereof is at the time owned or controlled,  directly or indirectly, by
any Person or one or more Subsidiaries of that Person or a combination  thereof.
For  purposes  hereof,  a Person or  Persons  shall be deemed to have a majority
ownership interest in a limited liability company,  partnership,  association or
other business entity if such Person or Persons shall be allocated a majority of
limited  liability  company,  partnership,  association or other business entity
gains or losses or shall be or control the managing  director or general partner
of such limited liability  company,  partnership,  association or other business
entity.

     "Vested Stock Options" shall mean vested and exercisable  stock options for
the Common Stock granted to certain key employees of the Company pursuant to any
Company stock option plan.

     "Warrants" means any warrants to acquire Common Stock issued by the Company
to Warrantholders.

     13   Transfers  in  Violation  of  Agreement.   Any  Transfer or  attempted
Transfer of any OSI  Stockholder  Shares in violation  of any  provision of this
Agreement  shall be void,  and the Company shall not record such Transfer on its
books or treat any purported  transferee of such OSI  Stockholder  Shares as the
owner of such shares for any purpose.

     14   Amendment and Waiver.

     (a)  Except as otherwise  provided  herein, no  modification,  amendment or
waiver of any provision of this Agreement shall be effective against the Company
or the OSI  Stockholders  unless  such  modification,  amendment  or  waiver  is
approved  in writing by the  Company  and the holders of at least 50% of the OSI
Stockholder  Shares and, with respect to any provision  that would,  directly or
indirectly,  reduce the rights or  increase  the  obligations  of any  Investors
hereunder,   by  the  Investors  (other  than  the  Principal  Investor  or  its
Affiliates)  holding  a  majority  of all  OSI  Stockholder  Shares  held by the
Investors  (other  than the  Principal  Investor or its  Affiliates);  provided,
however,  that  no  modification,  amendment  or  waiver  that  affects  an  OSI
Stockholder  in a manner  different  from any  other  OSI  Stockholder  shall be
effective  without such OSI Stockholder's  consent.  The failure of any party to
enforce any of the provisions of this Agreement  shall in no way be construed as
a waiver  of such  provisions  and  shall not  affect  the  right of such  party
thereafter to enforce each and every  provision of this  Agreement in accordance
with its terms.

     (b)  The OSI Stockholders acknowledge and agree that upon the execution and
delivery of this Agreement by the requisite holders of OSI Stockholder Shares as
provided in Section 14 of the  Original  Agreement,  the  Original  Agreement is
terminated and superseded by this Agreement.

     15   Severability.  Whenever possible,  each  provision  of this  Agreement
shall  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 in any respect under any applicable law or rule in any
jurisdiction,  such invalidity,  illegality or unenforceability shall not affect
the  validity,  legality  or  enforceability  of any  other  provision  of  this
Agreement   in  such   jurisdiction   or  affect  the   validity,   legality  or
enforceability  of any provision in any other  jurisdiction,  but this Agreement
shall be  reformed,  construed  and  enforced  in such  jurisdiction  as if such
invalid, illegal or unenforceable provision had never been contained herein.

     16   Entire Agreement. Except as otherwise expressly set forth herein, this
Agreement,  the agreements  referred to herein and the other agreements executed
contemporaneously   with  this  Agreement  embody  the  complete  agreement  and
understanding among the parties hereto with respect to the subject matter hereof
and   supersedes   and  preempts  any  prior   understandings,   agreements   or
representations by or among the parties, written or oral, which may have related
to the  subject  matter  hereof  in any  way.  Notwithstanding  anything  to the
contrary,  nothing contained in this Agreement shall affect, limit or impair the
rights and  remedies of Heller in its  capacity as (i) agent and a lender to the
Company or any Subsidiary  pursuant to any agreement  under which the Company or
any  Subsidiary  has borrowed  money,  including  without  limitation the Credit
Agreement,  and (ii) the  beneficiary of any and all agreements  entered into by
the Company or any Subsidiary for the benefit of Heller, as agent and lender, to
induce Heller to enter into the Credit Agreement.

     17   Successors  and Assigns.  Except as  otherwise  provided  herein, this
Agreement  shall  bind and inure to the  benefit  of and be  enforceable  by the
Company  and  its  successors  and  assigns  and the  OSI  Stockholders  and any
subsequent holders of OSI Stockholder  Shares and the respective  successors and
assigns of each of them, so long as they hold OSI Stockholder  Shares;  provided
that the rights of the Stockholders and  Optionholders  under paragraph 1 hereof
may  not be  assigned  without  the  prior  written  approval  of the  Principal
Investor.  Notwithstanding anything herein to the contrary, upon the exercise of
its rights under the Senior  Credit  Pledge with respect to any OSI  Stockholder
Shares subject to the Senior Credit Pledge, the Administrative Agent (as defined
in the Senior Credit Pledge) shall succeed to the rights of each  applicable OSI
Stockholder and automatically become subject to the obligations of each such OSI
Stockholder pursuant to this Agreement.

     18   Counterparts. This Agreement may be executed in multiple counterparts,
each of  which  shall  be an  original  and all of which  taken  together  shall
constitute one and the same agreement.

     19   Remedies.  The Company, the Investors, and the other OSI  Stockholders
shall be entitled to enforce their rights under this Agreement specifically,  to
recover  damages by reason of any breach of any provision of this  Agreement and
to exercise all other rights  existing in their favor.  The parties hereto agree
and  acknowledge  that money  damages  would not be an  adequate  remedy for any
breach of the provisions of this  Agreement and that the Company,  any Investor,
and any other OSI Stockholder  may in its sole discretion  apply to any court of
law  or  equity  of  competent  jurisdiction  for  specific  performance  and/or
injunctive relief (without posting a bond or other security) in order to enforce
or prevent any violation of the provisions of this Agreement.

     20   Notices. Any notice provided for in this Agreement shall be in writing
and shall be either personally delivered, or mailed by first class mail (postage
prepaid) or sent by reputable overnight courier service (charges prepaid) to the
Company at the address set forth below and to any other recipient at the address
indicated  on  the  schedules  hereto  and  to  any  subsequent  holder  of  OSI
Stockholder Shares subject to this Agreement at such address as indicated by the
Company's  records,  or at such address or to the attention of such other person
as the  recipient  party has  specified by prior  written  notice to the sending
party.  Notices  shall be deemed to have been  given  hereunder  when  delivered
personally,  three business days after deposit in the U.S. mail and one business
day after  deposit with a reputable  overnight  courier  service.  The Company's
address is:

               Outsourcing Solutions Inc.
               c/o Madison Dearborn Capital Partners, III, L.P.
               Suite 3800
               Three First National Plaza Chicago, IL 60602
               Attention:  Timothy M. Hurd
                           Director

               with a copy to:

               Kirkland & Ellis
               200 E. Randolph
               Chicago, IL 60601
               Attention:  Michael H. Kerr, P.C.
                           Richard W. Porter


     21   Governing  Law.  All  issues  and questions  concerning  the  relative
rights of the Company and its  stockholders  and all other issues and  questions
concerning the construction, validity, interpretation and enforceability of this
Agreement  and the  exhibits  and  schedules  hereto  shall be governed  by, and
construed in accordance with, the laws of the State of New York,  without giving
effect to any choice of law or  conflict of law rules or  provisions  that would
cause the  application of the laws of any  jurisdiction  other than the State of
New York. In furtherance of the foregoing,  the internal law of the State of New
York shall control the  interpretation  and  construction of this Agreement (and
all schedules and exhibits hereto), even though under that jurisdiction's choice
of  law  or  conflict  of law  analysis,  the  substantive  law  of  some  other
jurisdiction would ordinarily apply.

     22   Business  Days. If any time period for giving  notice or taking action
hereunder  expires on a day which is a Saturday,  Sunday or legal holiday in the
state in which the Company's  chief-executive office is located, the time period
shall  automatically be extended to the business day immediately  following such
Saturday, Sunday or legal holiday.

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

     24   Bank Holding Company. Notwithstanding anything to the contrary in this
Agreement,  DB,  First  Union  Investors,  Inc.,  and  Heller  or any  of  their
respective  direct or indirect  transferees of Unit Common Shares,  or any other
OSI Stockholder that is a bank holding company or any affiliate thereof (each, a
"Regulated  Holder"),  shall not be entitled  to vote with the other  holders of
Voting  Common Stock  unless,  until and to the extent (x) permitted by the Bank
Holding  Company  Act  of  1956,  as  amended,  and  Section  225.2(q)(2)(i)  of
Regulation Y promulgated  thereunder,  and (y) such  Regulated  Holder  provides
written notice thereof to the Corporation.




<PAGE>


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

                           OUTSOURCING SOLUTIONS INC.

                                  By:    /s/ Timothy G. Beffa
                                         -------------------------------------
                                  Its:   President and Chief Executive Officer
                                         -------------------------------------



                           MADISON DEARBORN CAPITAL PARTNERS III, L.P.

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

                                  By:    /s/ Paul R. Wood
                                         -------------------------------------
                                  Its:   Managing Director
                                         -------------------------------------



                           MADISON DEARBORN SPECIAL EQUITY III, L.P.

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

                                  By:    /s/ Paul R. Wood
                                         -------------------------------------
                                  Its:   Managing Director
                                         -------------------------------------



                           SPECIAL ADVISORS FUND I, LLC

                                  By:    /s/ Paul R. Wood
                                         -------------------------------------
                                  Its:   Managing Director
                                         -------------------------------------




<PAGE>


                           ARES LEVERAGED INVESTMENT FUND, L.P.

                           By:    Ares Management, L.P.
                           Its:   General Partner

                                  By:
                                         -------------------------------------
                                  Its:
                                         -------------------------------------


                           ARES LEVERAGED INVESTMENT FUND II, L.P.

                           By:    Ares Management II, L.P.
                           Its:   General Partner

                                  By:
                                         -------------------------------------
                                  Its:
                                         -------------------------------------


                           MAGNETITE ASSET INVESTORS L.L.C.

                           By:    BLACKROCK FINANCIAL MANAGEMENT, INC.
                                  As Managing Member

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



                           DB CAPITAL INVESTORS, L.P.

                           By:    DB Capital Partners, L.P.
                           Its:   General Partner

                           DB Capital Partners, Inc.

                                  By:    /s/ Jon E. Mattson
                                         -------------------------------------
                                  Name:  Jon E. Mattson
                                  Title: Vice President





<PAGE>


                           ABBOTT CAPITAL 1330 INVESTORS II, L.P.

                           By:    Abbott Capital 1330 GenPar II, L.L.C.,
                           Its:   General Partner

                                  By:    /s/ Kathryn J. Stokel
                                         -------------------------------------
                                  Name:  Kathryn J. Stokel
                                  Title: Managing Director



                           ABBOTT CAPITAL PRIVATE EQUITY FUND III, L.P.

                           By:    Abbott Capital Management, L.L.C.,
                           Its:   Investment Manager

                                  By:    /s/ Kathryn J. Stokel
                                         -------------------------------------
                                  Name:  Kathryn J. Stokel
                                  Title: Managing Director



                           BNY PARTNERS FUND, L.L.C.

                           By:    BNY Private Investment Management, Inc.,
                           Its:   Member Manager

                                  By:    /s/ Burton M. Siegel
                                         -------------------------------------
                                  Name:  Burton M. Siegel
                                  Title: Senior Vice President



                           HELLER FINANCIAL, INC.

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





<PAGE>


                           FBR FINANCIAL FUND II, L.P.

                                  By:
                                         -------------------------------------
                                  Its:
                                         -------------------------------------



                           HARVEST OPPORTUNITY PARTNERS, L.P.

                                  By:
                                         -------------------------------------
                                  Its:
                                         -------------------------------------



                           FIRST UNION INVESTORS, INC.

                                  By:
                                         -------------------------------------
                                  Its:
                                         -------------------------------------



                           GRYPHON PARTNERS II, L.P.,
                           a Delaware limited partnership

                           By:    Gryphon GenPar II, LLC
                           Its:   General Partner

                                  By:    /s/ R. David Andrews
                                         -------------------------------------
                                  Name:  R. David Andrews
                                  Title: President



                           GRYPHON PARTNERS II-A, L.P.,
                           a Delaware limited partnership

                           By:    Gryphon GenPar II, LLC
                           Its:   General Partner

                                  By:    /s/ R. David Andrews
                                         -------------------------------------
                                  Name:  R. David Andrews
                                  Title: President


<PAGE>



                           FIRST UNION MERCHANT BANKING 1999, L.L.C.

                                  By:    /s/ Frederick W. Eubank II
                                         -------------------------------------
                                  Its:   Partner
                                         -------------------------------------



                           FIRST UNION CAPITAL PARTNERS 2001, L.L.C.

                                  By:    /s/ Frederick W. Eubank II
                                         -------------------------------------
                                  Its:   Partner
                                         -------------------------------------






<PAGE>




                             EXHIBIT A: STOCKHOLDERS
                             -----------------------


Name                                            Number of OSI Stockholder Shares
----                                            --------------------------------

McCown De Leeuw & Company, III, L.P.                        219,940.82
McCown De Leeuw & Company III Offshore (Europe), L.P.        18,568.55
McCown De Leeuw & Company III Offshore (Asia), L.P.           4,336.86
Gamma Fund, L.L.C.                                            4,956.41
Peter C. Rosvall                                            144,518.39
Heller Financial, Inc.                                        6,537.91
Chase Equity Associates, L.P.                                32,689.57
Clipper Capital Associates, L.P.                                757.46
Clipper/Merchant Partners, L.P.                               8,388.32
Clipper/Merban, L.P.                                          9,825.26
Clipper Equity Partners I, L.P.                               7,368.95
Clipper/European RE, L.P.                                     4,912.63
CS First Boston Merchant Investments 1995/1996, L.P.          1,436.95
MLQ Investors                                                52,303.31


<PAGE>




                            EXHIBIT B: OPTIONHOLDERS
                            ------------------------


Name                                                       Number of Options
----                                                       -----------------

William Hewitt                                                  10,000
Timothy Beffa                                                   70,175
Patrick Carroll                                                 12,500
Michael DiMarco                                                 50,000
Bryan Faliero                                                   18,750
Eric Fencl                                                      12,000
Dennis Grady                                                    15,000
Jon Mazzoli                                                     10,000
C. Bradford McLeod                                              15,000
Michael Meyer                                                   25,000
Michael Staed                                                   25,000
Gary Weller                                                     50,000
Michael Aleshire                                                 4,000
David Burton                                                     3,500
Richard Hoffman                                                  2,000
Daniel Picciano                                                 15,000
Daniel Pijut                                                     6,000
John Stetzenbach                                                 5,000
David St. John                                                   5,000
Steven Wendling                                                 10,000
William Cruz                                                     5,000
Robert Freidman                                                  4,000
George Macauley                                                  7,500
Stuart Pim                                                       4,000
Marilyn Popovich                                                 5,000
Gary Praznik                                                     3,000
Peter Pugal                                                      5,000
Geoff Rigabar                                                    9,000
Christopher Shuler                                               5,000
Karen Stein-Townsend                                             5,000
Michael Swanson                                                  3,000
Kerry Walbridge                                                  9,000
Stanislaw Wolk                                                  10,000
Geoge Wright                                                     3,000
Scott Yates                                                      9,000


<PAGE>




                            EXHIBIT C: WARRANTHOLDERS
                            -------------------------


Name                                                       Number of Warrants
----                                                       ------------------

None