ASSET PURCHASE AGREEMENT



                                  by and among


                           Outsourcing Solutions Inc.,

                            ABC Acquisition Company,

                     Accelerated Bureau of Collections Inc.,

                Accelerated Bureau of Collections of Ohio, Inc.,

               Accelerated Bureau of Collections of Virginia Inc.,

             Accelerated Bureau of Collections of Massachusetts Inc.

                                       and

                                Travis L. Justus
<PAGE>
                                TABLE OF CONTENTS
                            ASSET PURCHASE AGREEMENT


SECTION                                                                   PAGE


ASSET PURCHASE AGREEMENT.....................................................1


RECITALS.....................................................................1


ARTICLE I....................................................................1

   DEFINITIONS...............................................................1
   ADS.......................................................................1
   ADS.......................................................................1
   Affiliate.................................................................1
   Arbiter...................................................................1
   Assets....................................................................1
   Assignment and Assumption Agreement.......................................2
   Assumed Liabilities.......................................................2
   Balance Sheet Date........................................................3
   Bill of Sale..............................................................3
   Business..................................................................3
   Buyer.....................................................................3
   Closing...................................................................3
   Closing Consideration.....................................................3
   Closing Date..............................................................3
   Closing Date Balance Sheet................................................3
   Closing Date Statement....................................................3
   Closing Financial Statements..............................................3
   Closing Working Capital...................................................3
   Code......................................................................3
   Contract..................................................................4
   Court.....................................................................4
   Current Assets............................................................4
   Current Liabilities.......................................................4
   Dollars...................................................................4
   Effective Time............................................................4
   Employment Agreements.....................................................4
   Excluded Assets...........................................................4
   Final Purchase Price......................................................4
   Financial Statements......................................................4
   GAAP......................................................................4
   Government................................................................4
   Intellectual Property.....................................................4
   Interim Balance Sheet.....................................................5
   Interim Statements........................................................5
   "Knowledge"...............................................................5
   Law.......................................................................5
   Liabilities...............................................................5
   Lien......................................................................5
   Notice of Dispute.........................................................5
   Ordinary Course...........................................................5
   Party.....................................................................6
   Permitted Liens...........................................................6
   Person....................................................................6
   Plan......................................................................6
   "Premises"................................................................6
   Purchased Assets..........................................................6
   Returns...................................................................6
   Sellers...................................................................6
   Sellers Group.............................................................6
   Sellers Group Person......................................................6
   Taxes.....................................................................6
   "Working Capital Target"..................................................7

ARTICLE II...................................................................7

   PURCHASE AND SALE OF ASSETS...............................................7
   2.1 Assets to be Purchased................................................7
   2.2 Assumed Liabilities...................................................7
   2.3 Closing Consideration.................................................7
   2.4  Post-Closing Adjustments to Closing Consideration....................7
   2.5 Allocation of Consideration...........................................8
   2.6 Closing...............................................................8
   2.7 Deliveries of Sellers at Closing......................................8
   2.8 Deliveries of Buyer at Closing........................................8
   2.9 Closing Date Balance Sheet and Statement..............................8

ARTICLE III.................................................................10

   REPRESENTATIONS AND WARRANTIES OF SELLERS................................10
   3.1 Corporate Existence and Power of Sellers.............................10
   3.2 Approval and Enforceability of Agreement.............................10
   3.3 Financial Statements.................................................10
   3.4 Events Subsequent to December 31, 1996...............................11
   3.5 Assets in Possession of Others.......................................12
   3.6 Accounts and Notes Receivable........................................12
   3.7 Undisclosed Liabilities..............................................12
   3.8 Taxes................................................................12
   3.9 Real Property - Owned................................................14
   3.10 Personal Property - Owned...........................................14
   3.11 Real and Personal Property - Leased from Sellers....................14
   3.12 Real and Personal Property - Leased to Sellers......................14
   3.13 Intellectual Property...............................................15
   3.14 Necessary Property and Transfer of Purchased Assets.................16
   3.15 Use and Condition of Property.......................................16
   3.16 Licenses and Permits................................................16
   3.17 Contracts--Disclosure...............................................17
   3.18 Contracts--Validity, Etc............................................18
   3.19 No Breach of Law or Governing Document..............................18
   3.20 Litigation and Arbitration..........................................19
   3.21 Directors, Officers, Employees and Consultants......................19
   3.22 Indebtedness to and from Directors, Officers and Others.............19
   3.23 Outside Financial Interests.........................................19
   3.24 Payments, Compensation and Perquisites of Agents and Employees......20
   3.25 Labor Contracts, Employee Benefit Plans, and Employment Contracts...20
   3.26 ERISA...............................................................20
   3.27 Terminated Plans....................................................21
   3.28 Overtime, Back Wages, Vacation and Minimum Wages....................21
   3.29 Discrimination and Occupational Safety and Health...................21
   3.30 Alien Employment Eligibility........................................21
   3.31 Labor Disputes; Unfair Labor Practices..............................22
   3.32 Insurance Policies..................................................22
   3.33 Guarantees..........................................................22
   3.34 Environmental Matters...............................................22
   3.35 Broker's Fees.......................................................23
   3.36 Foreign Assets......................................................23
   3.37 Foreign Operations and Export Control...............................24
   3.38 Books and Records...................................................24
   3.39 Truthfulness........................................................24

ARTICLE IV..................................................................24

   REPRESENTATIONS AND WARRANTIES OF BUYER..................................24
   4.1 Corporate Existence of Buyer.........................................24
   4.2 Approval of Agreement................................................24
   4.3 No Breach of Articles or Indentures..................................24

ARTICLE V...................................................................25

   COVENANTS CONCERNING SELLERS.............................................25
   5.1 Operation of the Business............................................25
   5.2 Preservation of Business.............................................26
   5.3 Insurance and Maintenance of Property................................26
   5.4 Full Access..........................................................26
   5.5 Books, Records and Financial Statements..............................26
   5.6 Governmental Filings.................................................27
   5.7 Tax Matters..........................................................27
   5.8 Employees............................................................27

ARTICLE VI..................................................................28

   CHANGE OF NAME...........................................................28
   6.1 Change of Name.......................................................28

ARTICLE VII.................................................................28

   CONDITIONS TO BUYER'S OBLIGATIONS........................................28
   7.1 Representations and Warranties of Sellers............................28
   7.2 Performance of this Agreement........................................28
   7.3 Material Adverse Change and Extraordinary Distributions..............28
   7.4 Certificate of Sellers...............................................29
   7.5 Opinion of Counsel...................................................29
   7.6 Employment Agreements................................................29
   7.7 No Lawsuits..........................................................29
   7.8 No Restrictions......................................................30
   7.9 Consents.............................................................30
   7.10 Releases............................................................30
   7.11 Documents...........................................................30
   7.12 Further Assurances..................................................30

ARTICLE VIII................................................................30

   CONDITIONS TO SELLERS' OBLIGATIONS.......................................30
   8.1 Representations and Warranties of Buyer..............................31
   8.2 Performance of this Agreement........................................31
   8.3 Certificate of Buyer.................................................31
   8.5 Employment Agreements................................................31
   8.6 Payment of Closing Consideration and Assumption of 
       Assumed Liabilitie...................................................31
   8.7 Further Assurances...................................................31

ARTICLE IX..................................................................31

   INDEMNIFICATION..........................................................31
   9.1 Survival of Representations and Warranties...........................31
   9.2 Sellers' Indemnification.............................................31
   9.3 Buyer's Indemnification..............................................32
   9.4 Notice of Claim......................................................32
   9.5 Right to Contest Claims of Third Persons.............................32
   9.6 Limitations..........................................................33

ARTICLE X...................................................................33

   MISCELLANEOUS............................................................33
   10.1 Assignment; Binding Agreement.......................................33
   10.2 Termination of Agreement............................................34
   10.3 Manner and Effect of Termination....................................34
   10.4 Non-Disclosure of Information.......................................34
   10.5 Transfer Taxes and Expenses.........................................35
   10.6 Bulk Sales..........................................................35
   10.7 Remedies............................................................35
   10.8 Entire Agreement and Modification...................................35
   10.9 Severability........................................................35
   10.10 Counterparts.......................................................35
   10.11 Headings; Interpretation...........................................36
   10.12 Governing Law......................................................36
   10.13 Payment of Fees and Expenses.......................................36
   10.14 Sellers Group Representative.......................................36
   10.15 Liabilities After Effective Time...................................36
   10.16 Notices............................................................36

<PAGE>
                            ASSET PURCHASE AGREEMENT


     THIS ASSET PURCHASE AGREEMENT  (the"Agreement") is made as of this 10th day
of November  1997,  by and among,  on one hand,  Outsourcing  Solutions  Inc., a
Delaware   corporation   ("OSI"),   and  ABC  Acquisition  Company,  a  Colorado
corporation  and a wholly-owned  subsidiary of OSI  ("Buyer"),  and on the other
hand,  Accelerated  Bureau of Collections,  Inc., a Colorado  corporation  ("ABC
Inc."),  Accelerated  Bureau of  Collections of Ohio,  Inc., a Ohio  corporation
("ABC Ohio"),  Accelerated  Bureau of Collections of Virginia,  Inc., a Virginia
corporation   ("ABC   Virginia")  and  Accelerated   Bureau  of  Collections  of
Massachusetts,  Inc., a Massachusetts  corporation ("ABC Massachusetts")  (each,
a"Seller" and together,  the"Sellers") and Travis L. Justus  (the"Stockholder").
Certain defined terms are set forth in Article I.

                                    RECITALS

     Buyer  desires  to  purchase  from  Sellers  the  Purchased  Assets  on the
following terms and conditions; and

     Sellers desire to sell to Buyer the Purchased Assets on the following terms
and conditions.

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
covenants,  representations,  warranties,  conditions and agreements hereinafter
expressed, the Parties agree as follows:

                                    ARTICLE I
                                   DEFINITIONS
     "ADS" means Accelerated Data Systems, Inc., a Colorado
corporation.

     "ADS  Collection  System"  means  that  collection  of  computer  software,
programs,  source  code and design  documents  which  support  the  business  of
Sellers.

     "Affiliate" means a Person that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, the
Person referred to. In this definition,"control" means the possession, direct or
indirect,  of the power to direct or cause the direction of the  management  and
policies of a Person,  whether through ownership of securities,  by contract, or
otherwise.

     "Arbiter" means the individual appointed under Section 2.9(d).

     "Assets" means all assets and property and associated rights and interests,
real,  personal and mixed,  tangible and intangible,  of whatever kind, owned or
used by Sellers.  Without  limiting the generality of the foregoing,  the Assets
include the following items:

          (a) all assets  reflected  and/or  described  on the  Interim  Balance
Sheet, except any such assets which have been disposed of in the Ordinary Course
of the Business since the Balance Sheet Date;

          (b) all  assets  owned  or used  by  Sellers  which  have  been  fully
depreciated or written off;

          (c) all assets acquired by Sellers since the Balance Sheet Date;

          (d) all accounts receivable of Sellers;

          (e) all  inventories  of  Sellers,  including  but not  limited to all
supplies;

          (f) all  Intellectual  Property of Sellers  (and for the  avoidance of
doubt this does not  include  Intellectual  Property  of ADS  including  but not
limited to the ADS Collection System as more specifically  described herein) and
documentation  thereof  and the right and power to assert,  defend  and  recover
title  thereto  and the right to  recover  for past  damages  on  account of the
infringement, misuse, or theft thereof;

          (g) all records, including business,  computer,  engineering and other
records,  and all  associated  documents,  discs,  tapes  and other  storage  or
recordkeeping  media of  Sellers,  including  but not limited to all sales data,
customer lists, accounts,  bids, contracts,  supplier records and other data and
information of the Business;

          (h) all of Sellers' rights and claims against others under  Contracts;
and

          (i) all other  claims  against  others,  rights  and choses in action,
liquidated or  unliquidated,  of Sellers  arising from the  Business,  including
those  arising  under  insurance  policies  and  those  related  to the  Assumed
Liabilities.

       "Assignment and Assumption Agreement" means the form of
instrument set forth as Exhibit 1.1(a).

       "Assumed Liabilities" means Liabilities of Sellers to the
extent they are:

          (a)  Liabilities  that are (i) Current  Liabilities  quantified on the
Closing Financial  Statements,  (ii) the long-term  liabilities reflected on the
Closing  Date  Balance  Sheet  and  (iii),  if  incurred  after the date of this
Agreement, incurred in compliance with this Agreement; or

          (b)  executory  obligations  arising from the  Business  which are not
required under GAAP to be quantified and included in the financial statements of
the Business and which (i) if required to be set forth on a Schedule, are so set
forth,  (ii) are incurred  under a Contract for the sale of goods or services by
Sellers  (other than  Contracts  between any Seller and  another  Sellers  Group
Person),  (iii) are to be  performed  after  the  Effective  Time and  (iv),  if
incurred after the date of this  Agreement and prior to the Effective  Time, are
incurred in compliance with this Agreement.

     "Balance Sheet Date" means September 30, 1997.

     "Bill of Sale" means the form of instrument set forth as Exhibit 1.1(b).

     "Business" means the business and operations of Sellers  including  without
limitation the business  generally  conducted under the trade  names"Accelerated
Bureau of Collections."

     "Buyer" means ABC Acquisition Company, a Colorado corporation.

     "Closing" means the consummation of the  transactions  contemplated by this
Agreement.

     "Closing Consideration" means Thirty Two Million Dollars ($32,000,000).
  
     "Closing Date" means November 10, 1997 or, if the conditions to Closing are
not by then  satisfied,  on such  Closing  Date as the  Parties  may agree to in
writing.

     "Closing Date Balance Sheet" means the balance sheet  prepared  pursuant to
Section 2.9.

     "Closing Date Statement" means the statement  prepared  pursuant to Section
2.9.

     "Closing Financial Statements" means the Closing Date Balance Sheet and the
Closing Date Statement prepared pursuant to Section 2.9.

     "Closing  Working  Capital"  means total Current Assets minus total Current
Liabilities,  as  determined on the Closing Date  Statement  pursuant to Section
2.9.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Contract" means any contract, agreement, binding commitment or instrument,
purchase order or offer,  written or oral,  entered into or made by or on behalf
of Sellers.
       
     "Court" means any court or judicial body of any Government.
       
     "Current Assets" shall be determined in accordance with GAAP.
       
     "Current Liabilities" shall be determined in accordance with GAAP but shall
not include the current portion of long-term liabilities.

     "Dollars" or"$" means United States Dollars.
       
     "Effective Time" means the effective time of the Closing, which shall be as
of 12:01 A.M. on November 1 1997.

     "Employment  Agreements" means the forms of employment and  non-competition
agreements set forth as Exhibits 7.6(a), 7.6(b) and 7.6(c).

     "Excluded Assets" means the Assets identified in Schedule 1.1(b).

     "Final Purchase Price" means the Closing Consideration as adjusted pursuant
to Section 2.4.

     "Financial  Statements"  means the 1996  Financial  Statements and the 1995
Financial  Statements.  "1996 Financial  Statements" means the Sellers' compiled
combined  statement of assets and liabilities - income tax basis at December 31,
1996 and the related statements of revenues and expenses for the 12 month period
then ended."1995  Financial  Statements"  means the Sellers'  compiled  combined
statement of assets and  liabilities - income tax basis at December 31, 1995 and
the related  statements  of revenues  and  expenses for the 12 month period then
ended.

     "GAAP" means United States generally accepted accounting principles.

     "Government" means the United States of America, any other nation or state,
and any  federal,  bilateral or  multilateral  governmental  authority;  and any
possession,   territory,   county,   district,   municipality,   city  or  other
governmental unit or subdivision of any of the foregoing.

     "Intellectual Property" means, to the extent any of the following are owned
by any Seller,  trademarks,  trade names,  corporate  names,  service  marks and
registrations thereof and applications therefor,  together with that part of the
goodwill of the Business connected with the use of and symbolized by such marks;
patents,  copyrights and computer software, both source code and executable code
(but excluding any non-transferable  licenses of commercially available software
not created or  customized  for the  Business),  and  registrations  thereof and
applications  therefor;  inventions,  discoveries,  processes,  ideas,  designs,
methods, formulae, trade secrets, unregistered copyrights, proprietary technical
information,   know-how  and  data;  licenses,   sublicenses,   assignments  and
agreements  with  respect  to  the  foregoing;  and  all  manuals,  records  and
documentation with respect to the foregoing.

     "Interim  Balance  Sheet" means the statement of assets and  liabilities at
September 30, 1997 included in the Interim Statements.

     "Interim  Statements"  means the  Interim  Balance  Sheet  and the  related
statements  of revenues  and  expenses of the Sellers for the nine month  period
then ended, together with any notes or schedules thereto.

     "Knowledge"  of any Person of or with respect to any matter means that such
Person (if a natural  person) or any of the officers or directors of such Person
(if not a natural  person) has actual  awareness  or knowledge of such matter or
would have  actual  knowledge  or  awareness  after due inquiry of the books and
records of Sellers.
       
     "Law"  means  any  statute,  law,  treaty,  ordinance,   rule,  regulation,
instrument,   directive,   decree,   order  or  injunction  of  any  Government,
quasi-governmental  authority or Court, and includes rules or regulations of any
regulatory or self-  regulatory  authority  compliance with which is required by
Law.

     "Liabilities"  means all  liabilities  and/or  obligations,  whether or not
required to be reflected on the financial statements of a business.

     "Lien" means any security interest, mortgage, pledge, charge, adverse claim
or other encumbrance.

     "Notice of Dispute" means a notice to Buyer  delivered  pursuant to Section
2.9, specifying in reasonable detail all points of disagreement with the Closing
Date Balance Sheet and Closing Date Statement.

     "Ordinary  Course" means,  with respect to the Business,  only the ordinary
course of  commercial  operations  customarily  engaged in by such  business and
specifically does not include (a) activity (i) involving the purchase or sale of
such  business  or  of  any  product  line  or  business  unit,  (ii)  involving
modification  or adoption of any Plan or (iii)  which  requires  approval by the
board of directors or  shareholders of an entity engaged in such business or (b)
the  incurrence  of any  liability for any tort or any breach or violation of or
default under any agreement or Law.

     "Party" means any of Buyer, OSI, Sellers or Stockholder, and"Parties" means
all of them.

     "Permitted Liens" means liens set forth on Schedule 1.1(c).
       
     "Person" means any natural person; any corporation, partnership, company or
other corporate entity; and any Government.

     "Plan"  means any  agreement,  arrangement,  plan or policy,  qualified  or
non-qualified,  whether or not considered legally binding, that involves (a) any
pension, retirement, profit sharing, deferred compensation, bonus, stock option,
stock purchase, phantom stock, health, welfare or incentive plan; or (b) welfare
or"fringe"  benefits,  including  without  limitation  any voluntary  employees'
beneficiary  associations or related trusts,  vacation,  severance,  disability,
medical,  hospitalization,  dental, life and other insurance,  tuition,  company
car, club dues,  income tax  preparation,  sick leave,  maternity,  paternity or
family leave, child care or other benefits;  or (c) any employment,  consulting,
engagement or retainer agreement or arrangement.

     "Premises" means the Business  premises leased by any Seller the lease with
respect to which will be assumed by Buyer.
       
     "Purchased Assets" means the Assets excluding the Excluded Assets.

     "Returns"  means  returns,   reports,   estimated  tax  and   informational
statements and returns  relating to Taxes which are, were or will be required by
Law to be filed by Sellers,  and all information  returns (e.g.,  Form W-2, Form
1099) and reports relating to Taxes or Plans.  Any one of the foregoing  Returns
may be referred to sometimes as a"Return."

     "Sellers" means ABC Inc., ABC Ohio, ABC Virginia and ABC Massachusetts

     "Sellers Group" means Sellers and Stockholder.

     "Sellers Group Person" means a Person included in the Sellers Group.

     "Taxes" means all taxes,  charges,  fees,  levies or other like assessments
imposed or assessed by any  Government,  including  without  limitation  income,
gross receipts, profits, windfall profit, employment (including Social Security,
state  pension  plans  and  unemployment   insurance),   withholding,   payroll,
franchise,  gross receipts,  sales, use, transfer,  stamp,  occupation,  real or
personal property,  ad valorem,  value added,  premium and excise taxes; Pension
Benefit Guaranty Corporation premiums and any other like Government charges; and
shall include all penalties,  fines, assessments,  additions to tax and interest
resulting  from,  attributable  to, or incurred in connection with such Taxes or
any contest or dispute  thereof.  Any one of the foregoing Taxes may be referred
to sometimes as a"Tax."

     "Working  Capital  Target" shall mean $100,000 plus one- half the aggregate
amount of the long-term  liabilities reflected in the Closing Date Balance Sheet
(including the current portion thereof).




<PAGE>
                                   ARTICLE II
                           PURCHASE AND SALE OF ASSETS

     2.1 Assets to be Purchased.  Subject to the terms and conditions hereof, on
the Closing Date and as of the Effective  Time,  Sellers agree to sell to Buyer,
free and clear of all Liens other than  Permitted  Liens,  all right,  title and
interest of Sellers to and in all of the Purchased Assets.

     2.2 Assumed Liabilities

          (a) Subject to the terms and  conditions  hereof,  on the Closing Date
and  as of  the  Effective  Time,  Buyer  agrees  to  assume  only  the  Assumed
Liabilities.

          (b)  Notwithstanding  the foregoing,  if the assignment or transfer of
any  obligation  or instrument  would cause a breach  thereof and if no required
consent to such  assignment  or transfer  has been  obtained,  then,  at Buyer's
election and in its reasonable  discretion such  obligation or instrument  shall
not be  assigned  or  transferred,  but Buyer  shall act as agent for Sellers in
order to obtain for Buyer the benefits under such obligation or instrument.

          (c) EXCEPT AS EXPRESSLY AND UNAMBIGUOUSLY PROVIDED IN THIS SECTION 2.2
OR ELSEWHERE IN WRITING,  NEITHER  BUYER NOR ANY  AFFILIATE OF BUYER  ASSUMES OR
AGREES TO BECOME  LIABLE FOR OR  SUCCESSOR  TO ANY  LIABILITIES  OR  OBLIGATIONS
WHATSOEVER,   LIQUIDATED  OR  UNLIQUIDATED,  KNOWN  OR  UNKNOWN,  CONTINGENT  OR
OTHERWISE,  WHETHER OF  SELLERS,  ANY  AFFILIATE  OF  SELLERS,  ANY  PREDECESSOR
THEREOF, OR ANY OTHER PERSON, OR OF THE BUSINESS.

     2.3 Closing  Consideration.  In consideration for the sale of the Purchased
Assets,  Buyer shall (i) pay to Sellers the Closing  Consideration,  adjusted as
described in Section 2.4 and (ii) assume the Assumed Liabilities.

     2.4 Post-Closing Adjustments to Closing Consideration

          (a) To the  extent the  Closing  Working  Capital is greater  than the
Working Capital Target, the Closing Consideration shall (on a post-closing basis
pursuant to Section  2.4(b)) be  increased  on a  dollar-for-dollar  basis by an
amount equal to such excess.  To the extent the Closing  Working Capital is less
than  the  Working  Capital  Target,  the  Closing  Consideration  shall  (on  a
post-closing   basis   pursuant   to   Section   2.4(b))  be   decreased   on  a
dollar-for-dollar  basis  by an  amount  equal  to  such  deficit.  The  Closing
Consideration  as so adjusted is hereinafter  referred to as the"Final  Purchase
Price."  The  Closing  Working  Capital  and the Final  Purchase  Price shall be
determined  based on the Closing  Financial  Statements  (as finally  determined
under Section 2.9).

          (b) Not more than 5 business  days after  final  determination  of the
Final Purchase Price in the manner specified in Section 2.9, (i) Buyer shall pay
to Sellers the amount,  if any, by which the Final  Purchase  Price  exceeds the
Closing Consideration, or (ii) Sellers shall pay to Buyer the amount, if any, by
which  the Final  Purchase  Price is less than the  Closing  Consideration.  Any
payment or distribution from Buyer or Sellers so required to be made shall be by
wire transfer of  immediately  available  funds and shall bear interest from the
Closing Date through the date of payment at the prime  lending rate of Citibank,
N.A. from time to time prevailing.

     2.5 Allocation of Consideration.  The consideration provided for in Section
2.4 shall be allocated among the Sellers and the Purchased Assets as provided in
Schedule 2.5 hereto,  or as mutually  agreed to in writing by the Parties  after
the determination of the Final Purchase Price. Such allocation shall be prepared
in accordance with Section 1060 of the Code.

     2.6 Closing. The Closing shall take place at 10:00 a.m. on the Closing Date
at the offices of Bryan Cave LLP, St. Louis, Missouri.

     2.7 Deliveries of Sellers at Closing. At Closing, subject to the conditions
to the Sellers'  obligations in Article VIII,  Sellers shall execute and deliver
or cause to be delivered the documents identified in Article VII.

     2.8 Deliveries of Buyer at Closing.  At Closing,  subject to the conditions
to the Buyer's  obligations  in Article VII, Buyer shall (a) execute and deliver
or cause to be  delivered  the  documents  identified  in  Article  VIII and (b)
transfer the Closing  Consideration  by wire  transfer of  immediately-available
funds to an account or accounts designated by Sellers.

     2.9 Closing Date Balance Sheet and Statement.

          (a) Buyer, in cooperation  with Sellers,  shall prepare a closing date
balance sheet of the Sellers  ("Closing Date Balance  Sheet") and a closing date
statement (the"Closing Date Statement"),  each as of the Effective Time and each
prepared in accordance with Section 2.9(b). The Closing Date Balance Sheet shall
also be prepared in accordance with Section  5.7(a).  The Closing Date Statement
shall reflect  Closing  Working  Capital,  as of the Effective Time. The Closing
Date Balance  Sheet and the Closing  Date  Statement  are herein  referred to as
the"Closing  Financial  Statements."  Buyer shall deliver the Closing  Financial
Statements to Sellers Group Representative not later than 60 calendar days after
the Closing Date.

          (b) Notwithstanding that Sellers' historical financial statements have
been prepared with certain  variations from GAAP (as set forth on Schedule 3.3),
the Closing Financial Statements shall be prepared in accordance with GAAP, with
all appropriate accruals and reserves.

          (c)  If  Sellers  dispute  the  Closing  Financial  Statements  or the
resulting  calculation  of the Final  Purchase  Price,  as  delivered  by Buyer,
Sellers Group  Representative  shall deliver to Buyer a Notice of Dispute within
ten  business  days after the date  Sellers  Group  Representative  receives the
Closing Financial  Statements(the"Dispute Period"). If during the Dispute Period
Sellers Group  Representative  fails to deliver a Notice of Dispute, the Closing
Financial Statements shall be deemed final and binding at the end of the Dispute
Period.

          (d) Upon receipt of the Notice of Dispute  within the Dispute  Period,
Buyer shall promptly consult with Sellers Group  Representative  with respect to
Sellers'  specified  points of disagreement in an effort to resolve the dispute.
If any such dispute cannot be resolved by Buyer and Sellers Group Representative
within 20 calendar days after Buyer  receives the Notice of Dispute,  they shall
refer  the  dispute  to  a  partner  in  KPMG  Peat  Marwick,  certified  public
accountants  (the"Arbiter"),  as an arbitrator to finally determine,  as soon as
practicable,  and in any event within 30 calendar days after such reference, all
points of disagreement  with respect to the Closing  Financial  Statements.  For
purposes of such arbitration, each Party shall submit proposed Closing Financial
Statements.  The  Arbiter  shall  apply  the  terms of  Section  2.9(b)  of this
Agreement and shall otherwise  conduct the arbitration  under such procedures as
the Parties may agree or, failing such agreement,  under the Commercial Rules of
the American Arbitration  Association.  The fees and expenses of the arbitration
and the  Arbiter  incurred in  connection  with the  arbitration  of the Closing
Financial  Statements  shall be allocated  between the Parties by the Arbiter in
proportion to the extent either Party did not prevail on items in dispute in the
Closing Financial  Statements;  provided,  that such fees and expenses shall not
include, so long as a Party complies with the procedures of this Section 2.9(d),
the other Party's outside counsel or accounting fees. All  determinations by the
Arbiter  shall be final,  conclusive  and  binding  with  respect to the Closing
Financial Statements and the allocation of arbitration fees and expenses.
<PAGE>
                                   ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF SELLERS

     Sellers and Stockholder,  jointly and severally,  hereby make the following
representations and warranties,  each of which Sellers and Stockholder represent
and  warrant  is true and  correct on the date  hereof  and each of which  shall
survive the Closing Date and the transactions  contemplated hereby to the extent
provided in Section 9.1.

     3.1 Corporate Existence and Power of Sellers.

          (a) Each Seller has  delivered to Buyer a copy of its  certificate  of
incorporation,  certified by its  secretary.  Each Seller is a corporation  duly
organized,  validly existing and in good standing under the laws of the state of
its incorporation.

          (b) Each Seller has the  corporate  power and authority to own and use
its  assets and to  transact  the  business  in which it is  engaged,  holds all
franchises,  licenses  and permits  necessary  and  required  therefor,  is duly
licensed or  qualified  to do business as a foreign  corporation  and is in good
standing in each jurisdiction  where failure of such Seller to be so licensed or
qualified  could be  expected  to have a material  adverse  affect on any of the
Assets  or on  any  Seller's  ability  to  perform  its  obligations  under  the
Agreement.  Each Seller has the power to enter into this  Agreement,  to perform
its  obligations  hereunder  and to  consummate  the  transactions  contemplated
hereby.

     3.2 Approval and Enforceability of Agreement.

          (a) The execution and delivery of this Agreement and the  consummation
of the transactions contemplated hereby have been duly authorized,  approved and
ratified by all necessary  action on the part of the Sellers Group.  Each Seller
has delivered to Buyer correct and complete  copies of the  resolutions  of such
Seller,  certified by its secretary,  giving  authorization  and approval of the
transactions  contemplated  hereby.  Such  resolutions  have not  been  altered,
amended or revoked. Pursuant to such resolutions, each Seller has full authority
to enter into and deliver this Agreement,  to perform its obligations  hereunder
and to consummate the transactions contemplated hereby.

          (b)  Assuming  due  execution  and  delivery  hereof  by  Buyer,  this
Agreement  is the legal,  valid and binding  obligation  of each  Sellers  Group
Person, enforceable against each according to its terms.

     3.3 Financial Statements.

          (a) Sellers have delivered to Buyer correct and complete copies of the
Financial  Statements  and Interim  Statements.  The  Financial  Statements  are
compiled by Maxwell Pierce Teague, certified public accountant,  and his reports
are appended thereto.

          (b) The Financial  Statements and Interim Statements were derived from
the books and records of the Sellers and (i) are true,  complete  and correct in
all material  respects and (ii) present fairly,  in all material  respects,  the
financial position,  results of operations and cash flows of the Business at the
dates and for the periods  indicated.  The Interim Statements have been prepared
in accordance with GAAP.

     3.4 Events  Subsequent  to December  31,  1996.  To the  Knowledge  of each
Seller,  since December 31, 1996, except as set forth in the Interim  Statements
and on Schedule 3.4, there has been no:

          (a)  change  in the  business,  condition  (financial  or  otherwise),
operations or prospects of any Seller other than changes in the Ordinary Course,
which individually or in the aggregate has been materially adverse;

          (b) material damage, destruction or loss, whether covered by insurance
or not, affecting any Purchased Assets;

          (c) declaration, setting aside or payment of any distribution (in cash
or in kind) with respect to any securities of Sellers;

          (d) increase in or  commitment to  materially  increase  compensation,
benefits or other remuneration to or for the benefit of any officer, employee or
agent of any Seller,  or, in connection  with the Business,  any other Person or
any benefits granted under any Plan with or for the benefit of any such officer,
employee, agent or Person;

          (e)  transaction  entered into or carried out by any Seller other than
in the Ordinary Course;

          (f) borrowing or incurrence of any indebtedness,  contingent or other,
by or on behalf of any Seller,  or any  endorsement,  assumption or guarantee of
payment or performance of any  Indebtedness  or Liability of any other Person or
entity by any Seller;

          (g) change made by any Seller in its Tax or  financial  accounting  or
any Tax election including without limitation the election to be treated as an S
Corporation within the meaning of Section 1361 of the Code;

          (h) grant of any Lien with respect to the Purchased Assets;

          (i) transfer of any Assets other than arm's  length  sales,  leases or
dispositions in the Ordinary Course of the Business;

          (j)  material  modification  or  termination  of any  Contract  or any
material term thereof;

          (k)  lease  or  acquisition  of any  capital  assets  included  in the
Purchased Assets with a value greater than $10,000 per item;

          (l) loan or advance to any Person; or

          (m)  commitment  or agreement by any Seller to do any of the foregoing
items (c) through (l).

     3.5 Assets in Possession of Others. To the Knowledge of the Sellers, except
as set forth on Schedule  3.5,  no Seller  holds  title to or  ownership  of any
material Assets in the possession of others.

     3.6  Accounts  and Notes  Receivable.  To the  Knowledge  of  Sellers,  all
accounts and notes  receivable  reflected on the Interim Balance Sheet,  and all
accounts and notes  receivable  accruing  subsequently to the Balance Sheet Date
(except those which have been collected  since the Balance Sheet Date),  are (a)
valid,   genuine  and  subsisting,   (b)  subject  to  no  defenses,   set-offs,
counterclaims,  security  interests or other  encumbrances,  and (c) current and
collectible. All accounts receivable of Sellers in existence on the Closing Date
will be paid in full, net of applicable reserves, on or before 270 calendar days
after the Closing Date, less any discounts set forth on Schedule 3.6.

     3.7 Undisclosed Liabilities. To the Knowledge of the Sellers, no Seller has
any Liabilities whatsoever, known or unknown, asserted or unasserted, liquidated
or unliquidated,  accrued,  absolute,  contingent or otherwise,  and there is no
basis for any claim against any Seller for any such Liability  except (a) to the
extent  reflected on the Interim  Balance Sheet,  (b) to the extent set forth on
Schedule 3.4, or (c) Liabilities incurred in the Ordinary Course of the Business
since the Balance  Sheet Date,  none of which  will,  or could,  have a material
adverse effect upon the business, condition (financial or otherwise), operations
or prospects of the Business.

     3.8 Taxes.

          (a) All Returns  required to be filed by any Seller on or prior to the
Closing Date with respect to Taxes have been or will be timely filed.

          (b) All amounts  shown on each of such  Returns have been paid or will
be paid when due.

          (c) Any  Taxes  which are to be  assumed  by Buyer in  respect  of the
Purchased  Assets  which at the  Closing  Date are not yet due and owing will be
adequately reflected on the Closing Balance Sheet as a reserve for Taxes.

          (d) There are no grounds for the  assertion or assessment of any Taxes
against Seller,  the Purchased Assets or the Business other than those reflected
or reserved against on the Closing Balance Sheet.

          (e) Neither the Purchased  Assets nor the Business are and will not be
encumbered by any liens arising out of any unpaid Taxes and there are no grounds
for the  assertion or assessment of any liens against the Assets or the Business
in respect of any Taxes.

          (f) The transactions contemplated by this Agreement will not give rise
to (i) the creation of any liens against the Purchased Assets or the Business in
respect of any Taxes or (ii) the assertion of any  additional  Taxes against the
Purchased Assets or the Business.

          (g)  There  is  no  action  or  proceeding  or  unresolved  claim  for
assessment  or  collection,  pending or  threatened,  by, or present or expected
dispute  with,  any  governmental  authority for  assessment or collection  from
Seller  of any  Taxes  of any  nature  affecting  the  Purchased  Assets  or the
Business.

          (h) There is no extension or waiver of the period for assertion of any
Taxes against any Seller affecting the Purchased Assets or the Business.

          (i) No Seller is  a"foreign  person"  within  the  meaning  of Section
1445(f)(3)  of the Internal  Revenue Code of 1986,  as from time to time amended
(the"Code").

          (j) None of the Purchased Assets or Assumed Liabilities is subject to,
or constitutes,  a safe harbor lease within the meaning of Section  168(f)(8) of
the Code.

          (k) None of the Purchased  Assets has been financed  with, or directly
or indirectly  secures,  any  industrial  revenue bonds or debt, the interest on
which is tax exempt under Section 103(a) of the Code.

          (l)  None  of  the  Purchased  Assets  or  Assumed   Liabilities  will
constitute a partnership,  joint venture,  or other arrangement or contract that
could be treated as a partnership for federal income tax purposes.

          (m) None of the Purchased  Assets consists of stock in a subsidiary of
any Seller.

          (n) None of the Purchased Assets is tax-exempt use property within the
meaning of Section 168(h) of the Code.

          (o) None of the Purchased  Assets is subject to a tax  indemnification
agreement.

     3.9 Real  Property - Owned.  No Seller has any interest in, or any right or
obligation to acquire any interest in, any parcel of real property.

     3.10 Personal  Property - Owned.  Each Seller has good and marketable title
to all of the personal  property  included in the Purchased Assets owned by such
Seller,  including all personal property  reflected on the Interim Balance Sheet
or acquired after the date thereof  (except any personal  property  subsequently
sold in the  Ordinary  Course of the  Business),  free and clear of all options,
Liens, leases, covenants, conditions, agreements and other restrictions of every
kind and there exists no  restriction  on the use or transfer of such  property.
Sellers,  as a group, have good and marketable title to all of personal property
included in the Purchased Assets.

     3.11 Real and  Personal  Property  - Leased  from  Sellers.  No Seller is a
lessor of any real or personal property.

     3.12 Real and Personal Property - Leased to Sellers.

          (a) Set forth on  Schedule  3.12(a)  hereto is a  description  of each
lease under which any Seller is the lessee of any real property, and on Schedule
3.12(b)  hereto is a  description  of each lease  under  which any Seller is the
lessee of any personal property. Sellers have delivered to Buyer a true, correct
and complete copy of each lease identified on Schedules 3.12(a) or 3.12(b).  The
premises or property  described in said leases are presently occupied or used by
such  Seller as lessee  under the terms of such  leases.  Except as set forth on
Schedules 3.12(a) or 3.12(b),  all rentals due under such leases have been paid,
and there  exists no default  under the terms of such  leases,  and no event has
occurred  which,  upon passage of time or the giving of notice,  or both,  would
result in any event of default or prevent  Sellers from exercising and obtaining
the benefits of any rights or options contained therein. Sellers have all right,
title and  interest of the lessee  under the terms of said  leases,  free of all
Liens and all such leases are valid and in full force and effect.

          (b) Consent is necessary for the assignment of all leases set forth on
Schedules  3.12(a) or 3.12(b)  under which any Seller or any Seller is lessee to
Buyer.  Upon Closing,  subject to Buyer's  obtaining lessor consent,  Buyer will
have all right, title and interest of the lessee under the terms of such leases,
free of all Liens.

          (c) There is no  default  or basis  for  acceleration  or  termination
under,  nor has any event  occurred nor does any condition  exist which with the
passage of time or the giving of notice,  or both, would constitute a default or
basis for acceleration under any underlying lease,  agreement,  mortgage or deed
of trust,  which default or basis for acceleration  would  materially  adversely
affect any lease  described on  Schedules  3.12(a) or 3.12(b) or the property or
use of the property covered by such lease. There will be no default or basis for
acceleration  under any such underlying  lease,  agreement,  mortgage or deed of
trust as a result of the transactions provided for in this Agreement.

     3.13 Intellectual  Property. Set forth on Schedule 3.13 hereto is a list of
all material  Intellectual Property owned, used, licensed or assigned by or to a
Sellers  Group  Person or by or to any  Seller.  Except as set forth on Schedule
3.13:

          (a) all such Intellectual property is valid and enforceable;

          (b) good and marketable  title to, or the  unrestricted  right to use,
all such  Intellectual  Property,  together  with all  common  law rights to the
subject matter thereof,  is held by Sellers and/or any Seller, free and clear of
all Liens;

          (c) the use,  licensing or sale by or to Sellers  and/or any Seller of
any of the Intellectual Property does not require the acquiescence, agreement or
consent  of any third  party,  and there  exists  no  restriction  on the use or
transfer of any such item;

          (d) the conduct of the Business does not  contravene,  conflict  with,
violate or infringe upon any Intellectual Property right of a third party and no
proprietary  information or trade secret has been  misappropriated by any Seller
and/or from any other Seller from any third party.

          (e) such Intellectual  Property is not subject to a challenge or claim
of infringement,  interference or unfair  competition or other claim and, to the
best knowledge of each Sellers Group Person,  such Intellectual  Property is not
being infringed upon or violated by any third party.

          (f)   there  are  no   interferences,   challenges,   proceedings   or
infringement  suits  pending or, to the best  knowledge  of each  Sellers  Group
Person, threatened with respect to any such Intellectual Property; and

          (g) no Sellers Group Person has granted a license in such Intellectual
Property to any other party,  and to the best  knowledge  of each Sellers  Group
Person, no license,  assignment or other transfer of such Intellectual  Property
has been  granted or made by any third party  having a right to do so that would
materially adversely affect the Business.

     3.14  Necessary  Property and Transfer of Purchased  Assets.  The Purchased
Assets  constitute  all of Sellers'  property and material  property  rights now
used,  useful or necessary in any  material  respect for the conduct,  as of the
Closing  Date,  of the  Business  in the  manner  and  to the  extent  presently
conducted  by Sellers.  Seller  makes no  representation  or warranty  about the
sufficiency  of the Purchased  Assets in  connection  with any future or planned
conduct  of the  Business  by  Buyer.  Except as set  forth in  Section  3.18 or
elsewhere in the Agreement, to the Knowledge of Sellers, no consent is necessary
to, and there exists no  restriction  on, the  transfer of any of the  Purchased
Assets to  Buyer.  To the  knowledge  of  Sellers,  there  exists no  condition,
restriction or reservation affecting the title to or utility of, in any material
respect,  the Purchased Assets or Assumed  Liabilities which would prevent Buyer
from  occupying  or utilizing  the  Purchased  Assets or enforcing  the material
rights  thereunder,  or any part  thereof,  to the same full extent that Sellers
might  continue to do so if the sale and  transfer  contemplated  hereby did not
take place. Upon the Closing,  good and marketable title to the Purchased Assets
shall be vested in Buyer  free and  clear of all  taxes  and  Liens  other  than
Permitted Liens.

    3.15 Use and Condition of Property.

          (a) To the  Knowledge  of each  Seller  owning  the  same,  all of the
Purchased  Assets are in good operating  condition and repair as required in all
material  respects  for their use in the  Business  as  presently  conducted  or
planned and conform to all  applicable  Laws,  and no notice of any violation of
any Law relating to any of such  property or assets has been received by Sellers
except such as have been fully complied with. To the Knowledge of the applicable
Seller, all improvements  leased pursuant to the Assumed Liabilities comply with
all applicable  zoning and building code  ordinances  and all  applicable  fire,
environmental,  occupational  safety and health standards and similar  standards
established  by Law,  and the same use  thereof  by Buyer will not result in any
violation  of any such  code,  ordinance  or  standard  which  would  materially
adversely affect the Business or the Purchased  Assets.  To the Knowledge of any
Sellers Group Person, there is no pending, proposed, or threatened change in any
such code,  ordinance or standard which would  materially  adversely  affect the
Business or the use of the Purchased Assets.

          (b) To the Knowledge of any Sellers Group Person, there is no pending,
proposed, or threatened  condemnation proceeding or similar action affecting the
Purchased Assets or with respect to any streets or public amenities  appurtenant
thereto or in the vicinity thereof which would  materially  adversely affect the
Business or the use of the Purchased Assets.

     3.16  Licenses  and  Permits.  Set  forth  on  Schedule  3.16  hereto  is a
description  of each license or permit which,  to the  Knowledge of Sellers,  is
required  for  the  conduct  of the  Business  together  with  the  name  of the
government  agency or entity  issuing such license or permit.  Such licenses and
permits are valid and in full force and effect.  Such  licenses  and permits are
not transferable by Sellers.

     3.17  Contracts--Disclosure.  Except  as set  forth  in  Schedule  3.17  or
elsewhere  in the  Agreement  and the  Schedules  hereto,  there is not,  to the
Knowledge of Sellers, outstanding:

               (i) Any single  Contract  providing for an  expenditure by any of
Sellers in excess of $5,000,  Contracts  with the same or  affiliated  vendor(s)
providing  for an  expenditure  by any  Seller  in  excess  of  $10,000,  or any
Contracts in the aggregate providing for expenditures by any Seller in excess of
$10,000,  for the purchase of any real property,  machinery,  equipment or other
items which are in the nature of capital investment.

               (ii) Any single  Contract  providing for an expenditure by any of
Sellers  in excess of $5,000,  Contract  with the same or  affiliated  vendor(s)
providing for an expenditure by any Seller in excess of $10,000, or Contracts in
the aggregate providing for expenditures by any Seller in excess of $10,000, for
the purchase of raw materials,  supplies,  component parts or any other items or
services.

               (iii) Any  Contract to sell  products  or to provide  services to
third  Persons  which (i) is at a price which would  result in a net loss on the
sale of such products or providing of such  services,  (ii) is pursuant to terms
or  conditions  which any of Sellers or any Seller cannot  reasonably  expect to
satisfy or fulfill in their  entirety,  or (iii)  involves  more than  $5,000 or
which, together with all other Contracts to or with the same party or affiliated
parties, involves more than $10,000.

               (iv) Any Contract for  materials,  supplies,  component  parts or
other items or services  in excess of the  normal,  ordinary,  usual and current
requirements  of the Business or at a price in excess of the current  reasonable
market price.

               (v) Any revocable or irrevocable indemnity or power of attorney.

               (vi) Any evidence of  indebtedness,  loan  agreement,  indenture,
promissory note, letter of credit, foreign exchange contract,  conditional sales
agreement or other similar type of agreement.

               (vii) Any Contract which involves (i) a sharing of profits,  (ii)
future payments of $10,000 or more per annum to other Persons or (iii) any joint
venture, partnership or similar arrangement.

               (viii)  Any   Contract   involving   any  sales   agency,   sales
representation, distributorship or franchise.

               (ix) Any Contract  containing  covenants  limiting the freedom of
any of Sellers to compete in any line of  business  or with any Person or in any
area.

               (x) Any Contract not made in the Ordinary Course of the Business.

               (xi) Any other material Contract which is not cancelable  without
penalty  on 30  calendar  days'  notice  or less and  which is not set  forth on
another Schedule.

     3.18 Contracts--Validity, Etc.

          (a) Each  Contract  is a valid and binding  obligation  of the parties
thereto, enforceable in accordance with its terms and in full force and effect.

          (b) No Seller is in breach or  violation  of any  Contract  or default
thereunder.  To the Knowledge of the applicable  Seller,  the other party to any
Contract is not in breach or violation thereof or default  thereunder.  No event
has  occurred  which,  through the  passage of time or the giving of notice,  or
both,  would  constitute,  and neither the  execution of this  Agreement nor the
completion  of the  Closing  does or will  constitute  or result  in, a material
breach or  violation  of or  default  under  any  Contract,  or would  cause the
acceleration  of any  obligation  of any party thereto or the creation of a Lien
upon any Asset.

          (c) Each  Contract  will be duly assigned to Buyer on the Closing Date
and upon such  assignment,  subject to Buyer  obtaining the consent of the other
party  thereto,  Buyer will acquire all right,  title and interest of Sellers in
and to such Contract and will be substituted for such Sellers under the terms of
such Contract.

     3.19 No  Breach  of Law or  Governing  Document.  To the  Knowledge  of the
Sellers, no Seller is in default under or in violation of (a) any applicable Law
of any  Government  (including,  without  limitation,  the Fair Debt  Collection
Practices  Act and any  state  or  local  counterpart  or  equivalent),  (b) any
franchise or license,  or (c) any  provision of its articles or  certificate  of
incorporation or association or bylaws.  Neither the execution of this Agreement
nor the  completion  of the Closing does or will,  to the  Knowledge of Sellers,
constitute  or result in any such  default,  breach or  violation.  No Seller is
required to obtain any Government permits or consents to effect the transactions
contemplated  hereby.  No Ultimate  Parent Entity of Sellers,  together with all
entities  it  controls,  is a $10  million  person  under the  Hart-Scott-Rodino
Antitrust  Improvement Act of 1976, or the rules relating thereto  (the"H-S-R").
As  used in this  Section  3.19,  the  terms"Ultimate  Parent  Entity,""control"
and"$10 million person" shall be defined by the H-S-R.

     3.20 Litigation and Arbitration. To the Knowledge of Sellers, except as set
forth on Schedule 3.20 hereto and except with respect to claims from debtors and
employees  arising in the Ordinary Course,  there is no suit,  claim,  action or
proceeding now pending or, to the Knowledge of any Seller, threatened before any
Court,  grand jury,  administrative  or regulatory  body,  governmental  agency,
arbitration  or  mediation  panel or similar  body,  nor except with  respect to
potential  claims from debtors and employees  arising in the Ordinary Course are
there any grounds therefor, to which any of Sellers and/or any Seller is a party
or which may result in any judgment,  order, decree,  liability,  award or other
determination  which will, or could,  have any material  adverse effect upon any
Purchased  Asset or upon  the  business,  condition  (financial  or  otherwise),
operations  or prospects of the Business.  No such  judgment,  order,  decree or
award has been entered against any of Sellers or against any Seller, nor has any
such liability been incurred which has, or could have, such effect.  There is no
claim,  action or  proceeding  now pending or, to the  Knowledge  of any Sellers
Group  Person,  threatened  before  any Court,  grand  jury,  administrative  or
regulatory body, governmental agency,  arbitration or mediation panel or similar
body  which  will,  or  could,   prevent  or  hamper  the  consummation  of  the
transactions contemplated by this Agreement.

     3.21 Directors,  Officers, Employees and Consultants. Set forth on Schedule
3.21 hereto is a complete list of:

          (a) all directors of each of Sellers;

          (b) all officers (with office held) of each of Sellers;

          (c) all hourly  employees of Sellers who earn $25,000 or more per year
and all salaried employees of Sellers; and

          (d) all consultants or professional  advisors to Sellers who were paid
more than $10,000 by Sellers during the first six months of 1997;

together,  in  the case  of officers and employees of Sellers,  with the current
rate of compensation payable to each.

     3.22 Indebtedness to and from Directors, Officers and Others. Except as set
forth on  Schedule  3.22,  (a) no Seller  or other  Seller  is  indebted  to any
director,  officer,  employee or agent of any Seller or other Seller  except for
amounts  due as normal  salaries,  wages and  bonuses  and in  reimbursement  of
ordinary  expenses on a current  basis and (b) no officer,  employee or agent of
any Seller or other Seller is indebted to any Seller or other Seller.

     3.23 Outside  Financial  Interests.  Except as  identified on Schedule 3.23
hereto,  no  director  or  officer  of any  Seller  has any  direct or  indirect
financial  interest in any  competitor  with or supplier or customer of any such
Seller;  provided,  however,  that  for  this  purpose  ownership  of  corporate
securities  having  no  more  than 2% of the  outstanding  voting  power  of any
competitor, supplier or customer for which securities are listed on any national
securities  exchange or authorized  for  quotation on the  Automated  Quotations
System of the National  Association  of Securities  Dealers,  Inc.  shall not be
deemed  to be such a  financial  interest  provided  such  Person  has no  other
connection or relationship with such competitor, supplier or customer.

     3.24 Payments, Compensation and Perquisites of Agents and Employees. To the
Knowledge of Sellers, (a) all payments to agents, consultants and others made by
any Seller or other Seller in connection  with the Business have been in payment
of bona  fide  fees and  commissions  and not as  bribes,  illegal  or  improper
payments,  (b) each Seller or other Seller has properly and accurately reflected
on its books and records all compensation paid to and perquisites provided to or
on behalf of its consultants,  agents and employees,  and (c) such  compensation
and  perquisites  have been properly and  accurately  disclosed in the Financial
Statements and Interim  Statements and other public or private reports,  records
or filings of any Seller or other Seller, to the extent required by Law.

     3.25 Labor Contracts,  Employee  Benefit Plans,  and Employment  Contracts.
Except as set forth on  Schedule  3.25  hereto,  no Seller is a party to (a) any
union collective bargaining, works council, joint or multi-employer association,
employee  committee  or  similar  Contract,  (b) any Plan or (c) any  employment
Contract.  True,  correct  and  complete  copies of all  documents  creating  or
evidencing any such Contract or Plan listed on Schedule 3.25 have been delivered
to Buyer.  There are no negotiations,  demands or proposals which are pending or
which have been made since January 1, 1994 which concern matters now covered, or
that would be covered, by the type of Contracts or Plans listed in this Section.

     3.26 ERISA.

          (a) All Plans  disclosed  on  Schedule  3.26  comply  in all  material
respects  with,  and have been operated and  maintained in compliance  with, the
Employee  Retirement Income Security Act of 1974, as amended ("ERISA"),  and all
other  applicable  Laws,  to the  extent  applicable.  No"reportable  event" (as
defined in Section 4043(b) of ERISA)  or"prohibited  transaction" (as defined in
Section  4975(c)(1)  of the Code or  Section  406 of ERISA)  has  occurred  with
respect to any Plan and, except as may result from Closing,  there is no fact or
circumstance  which  may  lead to the  occurrence  of any  reportable  event  or
prohibited  transaction.  Sellers  do not  maintain  and  are  not  required  to
contribute  to, nor have they ever  maintained or been required to contribute to
(i) a defined  benefit  pension plan or (ii) a defined  contribution  plan which
requires minimum contributions.

          (b) No Seller or Sellers has ever been a party to or  participant  in,
or been  required  to  contribute  to, any  multi-employer  plan (as  defined in
Section 3(37) of ERISA).

          (c) All Sellers have complied in all material respects with the health
care continuation requirements of the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended ("COBRA").

     3.27  Terminated  Plans.  To their  respective  Knowledge,  no  Seller  has
terminated  or taken action to  terminate  any employee  benefit  plan.  None of
Sellers,  nor any Seller,  has any liability to any Person or entity,  including
without  limitation  the  Pension  Benefit  Guaranty   Corporation,   any  other
Government  agency or any  participant in or beneficiary of any employee plan of
another  entity,  and none of Sellers is liable for any excise,  income or other
tax or penalty as a result of the termination of any employee benefit plan.

     3.28 Overtime,  Back Wages, Vacation and Minimum Wages. To the Knowledge of
each Seller,  no present or former employee of such Seller has any claim against
the Sellers Group (whether under U.S., federal, state or local law, foreign law,
any employment  agreement,  or otherwise) on account of or for (a) overtime pay,
other than  overtime  pay for the current  payroll  period,  (b) wages or salary
(excluding  current  bonus,  accruals  and amounts  accruing  under  pension and
profit-sharing  plans) for any period other than the current payroll period, (c)
vacation,  time off or pay in lieu of  vacation  or time  off,  other  than that
earned  in  respect  of the  current  fiscal  year or (d) any  violation  of any
statute,  ordinance or regulation  relating to minimum wages or maximum hours of
work.

     3.29 Discrimination and Occupational Safety and Health. To the Knowledge of
each  Seller,  except  as set  forth on  Schedule  3.20,  (a) no Person or party
(including,  but not limited to, any Government) has any claim, or basis for any
action or proceeding,  against such Seller arising out of any statute, ordinance
or regulation  relating to discrimination in employment or employment  practices
or occupational safety and health standards,  and (b) since formation, no Seller
or other Seller has received any notice from any U.S. federal,  state,  local or
foreign  Government  alleging  a  violation  of  occupational  safety  or health
standards.

     3.30 Alien Employment  Eligibility.  To the Knowledge of each Seller,  with
respect to each Person  employed by such Seller or of Sellers on or after May 1,
1987, and who actually  commenced such  employment on or after November 6, 1986,
(a) such Seller hired such Person in compliance with the Immigration  Reform and
Control Act of 1986 and the rules and  regulations  thereunder  ("IRCA") and (b)
each of Sellers and/or each Seller has complied with all recordkeeping and other
regulatory requirements under IRCA.

     3.31 Labor Disputes; Unfair Labor Practices.  There is neither pending nor,
to the Knowledge of any Seller,  threatened,  any labor dispute,  strike or work
stoppage  which  affects  or which may  affect  the  Business,  and no Seller is
currently covered by any injunction issued by any Court.  Since January 1, 1994,
to the Knowledge of each Seller,  neither it nor its agents,  representatives or
employees of each of them, has committed any unfair labor practice as defined in
the National Labor  Relations Act of 1947, as amended.  To the Knowledge of each
Seller,  (a) there is not now  pending or  threatened  any  charge or  complaint
against such Seller by the National Labor  Relations  Board,  any state or local
labor or employment agency or any representative  thereof,  and the execution of
this  Agreement and the Closing  hereunder will not result in any such charge or
complaint, nor is there pending or threatened any grievance or arbitration under
any labor or  employment  Contract,  (b) no right of  representation  by a labor
organization  exists  respecting  the  employees  of such  Seller,  nor is there
pending a  representation  election,  (c) no collective  bargaining  Contract is
currently being negotiated and no organizing effort is currently being made with
respect to the employees of such Seller,  and (d) no such Seller has any ongoing
or future  liabilities or obligations  under any settlement  Contract or consent
decree.

     3.32 Insurance Policies. Set forth on Schedule 3.32 hereto is a list of all
insurance  policies  and bonds in force  covering or  relating to the  Purchased
Assets or the Business, including without limitation all properties,  operations
or personnel of each of Sellers.

     3.33  Guarantees.  None of Sellers is a  guarantor,  indemnitor,  surety or
accommodation  party or  otherwise  liable  for any  indebtedness  of any  other
Person, firm or corporation, except as endorser of checks received and deposited
in the Ordinary Course of the Business.

     3.34 Environmental Matters

          (a) To the  Knowledge  of Sellers  and except as set forth on Schedule
3.34,  the Premises and all current uses and any previous  uses by a Seller have
been and are in compliance with all Legal  Requirements.  Except as set forth in
Schedule 3.34,  each Seller has, to its Knowledge,  properly  obtained and is in
compliance with all material and necessary  permits,  registrations,  approvals,
and licenses and has properly made all filings with and any  submissions  to any
Legal Authority required by any Legal Requirement.  To the Knowledge of Sellers,
as applicable,  no deficiencies  have been asserted or alleged by any such Legal
Authority with respect to such items.

          (b) Except as forth on Schedule  3.34,  to the Knowledge of any Seller
Group Person,  there has been no spill,  discharge,  leak,  leaching,  emission,
migration,  injection,  disposal,  escape,  dumping  or  release  of any kind on
beneath,  above,  or into the Premises or into the  environment  surrounding the
Premises  of  any  Hazardous  Materials,   including  without  limitation  those
materials regulated by any Legal Requirement.

          (c) Except as set forth on Schedule  3.34,  there are and have been to
the Knowledge of any Seller Group Person,  no (i)  Hazardous  Materials  stored,
disposed of, generated, manufactured,  refined, transported, produced or treated
at,  upon or from the  Premises;  (ii)  asbestos  fibers on, in or  beneath  the
Premises or (iii) underground storage tanks on or beneath the Premises.

          (d) Each Seller has  delivered to Buyer,  as part of the execution and
delivery of this Agreement, complete copies of any and all documents received by
such Seller from or submitted to any Legal Authority relating to the environment
condition of the Premises and any  reviews,  audits,  reports or other  analyses
concerning the Premises conducted by the Sellers,  any prospective  purchaser or
any other party whether or not such reviews,  audits,  reports or other analyses
were submitted to any Legal Authority.

          (e) Except as set forth in Schedule  3.34,  no Seller has Knowledge of
any  civil,  criminal  or  administrative   action,  suit,  summons,   citation,
complaint,  claim, notice, demand, request,  judgment,  order, lien, proceeding,
hearing,  study,  inquiry  or  investigation  based on or  related  to any Legal
Requirement  related  to  environmental  matters  concerning  the  Premises  and
applicable to such Seller.

          (f) For purposes of this Section 3.34,"Hazardous Materials" shall mean
any flammable, explosive,  radioactive, toxic, infectious,  hazardous substance,
waste,  pollutant,  contaminant,  chemical,  waste,  or other or other material,
including  but not  limited to  petroleum  including  crude oil or any  fraction
thereof,  asbestos  fibers or solid waste,  defined or regulated under any Legal
Requirements; "Legal Authority" shall mean any federal, state, county, municipal
or other governmental department,  commission,  board, bureau, court, agency, or
instrumentality  having  jurisdiction  or  authority  over the  Premises  or its
operations;"Legal   Requirement"  shall  mean  any  law,  statute,  code,  rule,
regulation,  ordinance,  order, judgment,  decree, writ, injunction,  franchise,
permit, certificate, license, authorization, registration, or other direction or
requirement of any Legal Authority, applicable to the Premises.

     3.35 Broker's  Fees.  None of Sellers nor any other member of Sellers Group
has retained any broker,  finder or agent or agreed to pay any  brokerage  fees,
finder's fees or commissions  with respect to the  transactions  contemplated by
this Agreement.

     3.36 Foreign  Assets.  None of Sellers has an interest in any real property
or  tangible  or  intangible  property  located  outside of the  United  States,
including  any  stock,   securities  or  investments  in,  claims  against,   or
receivables from any entities or Persons with  substantially  all their property
or business so located.

     3.37 Foreign  Operations  and Export  Control.  No Seller has conducted the
Business outside the United States.

     3.38 Books and Records. The books of account, stock record books and minute
books  and  other  corporate  records  of each of  Sellers  are in all  material
respects  complete and correct,  have been  maintained in  accordance  with good
business practices and the matters contained therein are accurately reflected on
the Financial Statements and Interim Statements, to the extent appropriate.

     3.39 Truthfulness. The representations and warranties of Sellers herein and
the statements and certificates  furnished or to be furnished by or on behalf of
Sellers pursuant to this Agreement are and will be materially true and correct.

                                   ARTICLE IV
                     REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer and OSI hereby make the  following  representations  and  warranties,
each of which is true and  correct on the date  hereof  and each of which  shall
survive the Closing Date and the sale  contemplated  hereby  pursuant to Section
9.1.

     4.1 Corporate  Existence of Buyer.  Buyer is a corporation  duly organized,
validly  existing and in good standing  under the laws of the State of Colorado.
Buyer has the corporate power and authority to own and use its properties and to
transact  the  business  in  which  it is  engaged.  OSI is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware.  OSI  has  the  corporate  power  and  authority  to own  and  use its
properties and to transact the business in which it is engaged.

     4.2 Approval of Agreement. The execution and delivery of this Agreement and
the  consummation  of  the  transactions  contemplated  hereby  have  been  duly
authorized and approved by all necessary  corporate action of Buyer and OSI, and
such  authorization  and  approval  have  not  been  revoked.  Pursuant  to such
authorization  and approval,  each of Buyer and OSI has full power and authority
to enter into this Agreement and the Employment  Agreements,  and to perform its
obligations hereunder, and to consummate the transactions contemplated hereby.

     4.3 No Breach of Articles or  Indentures.  The execution of this  Agreement
and the consummation of the transactions  contemplated  hereby have not and will
not  constitute  or  result  in the  breach  of any of  the  provisions  of,  or
constitute a default under any material  indenture,  evidence of indebtedness or
other  commitment  to which Buyer or OSI is a party or by which either is bound,
which  breach or default  would have a  material  adverse  effect on OSI and its
subsidiaries,  taken  as a  whole.  The  execution  of  this  Agreement  and the
consummation of the transactions  contemplated  hereby have not and will not (a)
constitute  or result in the breach of any of the  provisions of the articles of
incorporation or by-laws of Buyer or the certificate of incorporation or by-laws
of OSI or (b)  except  with  respect  to H-S-R and any state  license  or permit
requirements related to the collection of debts,  require any consent,  approval
or authorization of, of filing of any certificate, notice application, report or
other document with any Government.

                                    ARTICLE V
                          COVENANTS CONCERNING SELLERS

     Each of Sellers  covenants  and agrees with Buyer that,  from and after the
date of this Agreement and until the Closing Date,  each of Sellers will conduct
the Business  subject to the provisions and  limitations in Sections 5.1 through
5.5:

     5.1 Operation of the Business.  Without the prior written consent of Buyer,
no Seller will:

          (a) Except in the Ordinary  Course,  grant any increase in the rate of
pay of any of its employees,  grant any increase in the salaries of any officer,
employee or agent, enter into or increase the benefits provided under any bonus,
profit-sharing,    incentive   compensation,   pension,   retirement,   medical,
hospitalization,  life  insurance  or other  insurance  plan or plans,  or other
contracts  or  commitments,  or in any  other way  increase  in any  amount  the
benefits or compensation of any such officer, employee or agent.

          (b)  Enter  into any  employment  Contract  or  collective  bargaining
agreement.

          (c) Enter into any Contract or engage in any transaction  which is not
in the usual and Ordinary Course of the Business or which is  inconsistent  with
past practices.

          (d) Sell or dispose of or encumber  any Assets  except in the Ordinary
Course.

          (e) Make, or enter into any Contract for, any capital  expenditure  or
enter into,  modify,  amend,  or cancel any lease of capital  equipment  or real
property.

          (f) Enter  into any  Contract,  whether  for the  purchase  or sale of
inventory,  supplies,  other  products or services  or  otherwise  except in the
Ordinary Course.

          (g) Create, assume, incur or guarantee any indebtedness other than (i)
in the usual and Ordinary  Course of the  Business  and with a maturity  date of
less  than  one  year or (ii)  that  incurred  pursuant  to  existing  Contracts
disclosed in the Schedules delivered pursuant to this Agreement.

          (h) Declare or pay any dividend or make any sale of or distribution in
respect of its  capital  stock or  directly or  indirectly  redeem,  purchase or
otherwise acquire any of its capital stock.

          (i) Make or  institute  any  unusual  or novel  method of  transacting
business or change any  accounting  procedures  or  practices  or its  financial
structure.

          (j) Make any  amendments to or changes in its articles or  certificate
of incorporation or association or bylaws.

          (k)  Perform  any act,  or attempt to do any act, or permit any act or
omission to act, which will cause a breach of any material Contract.

          (l) Take any action or incur any  liability or  obligation  which,  if
taken or incurred prior to the date of this  Agreement,  would be required to be
disclosed on any Schedule hereto.

     5.2 Preservation of Business. Each Seller shall:

          (a)  Carry on the  Business  in the  Ordinary  Course  diligently  and
substantially in the same manner as heretofore conducted.

          (b) Keep its business organization intact, including keeping available
the services of its present  employees and preserving its present  relationships
with suppliers and customers and others having business relations with it.

          (c) Perform all  obligations  required to be performed by it under any
Contract or lease.

     5.3 Insurance  and  Maintenance  of Property.  Sellers and each Seller will
maintain all insurance  policies and bonds set forth on Schedule  3.32, and will
maintain the Purchased Assets in good condition and repair.

     5.4 Full  Access.  Representatives  of Buyer  shall have full access at all
reasonable times to all premises,  properties,  books, records,  Contracts,  tax
records and  documents  of Sellers  relating to the  Business,  and Sellers will
furnish to Buyer any  information  in respect of the  Business as Buyer may from
time to time request.  Such  examination  and  investigation  by Buyer shall not
affect  the  warranties  and   representations  of  Sellers  contained  in  this
Agreement.

     5.5 Books, Records and Financial Statements. Each of Sellers shall maintain
its books and financial  records in accordance  with the past  practices of such
Seller. Said books and financial records shall fairly and accurately reflect the
operations of the Business.  Each of Sellers shall furnish to Buyer promptly, as
available, financial statements and operating reports applicable to the Business
since  September 30 1997, all of which shall be prepared in accordance with past
practices of such Seller and shall  present  fairly the  financial  position and
results  of  operations  of the  Business  at the  dates  and  for  the  periods
indicated.

     5.6  Governmental  Filings.  Each of Sellers will  cooperate  with Buyer in
making,  as soon as  practicable  following  the execution  hereof,  all filings
required by any Government in connection with the  transactions  contemplated by
this  Agreement.  All  information  provided by Sellers in connection  with such
filings will be true,  accurate and complete and will comply with all applicable
laws and regulations.

     5.7 Tax Matters.

          (a) The  Parties  agree  that the  amount  for  reserved  taxes on the
Closing Date Balance Sheet will be broken down on a schedule to the Closing Date
Balance Sheet into its separate components,  with each component identifying the
specific taxable period and specific Tax for which a particular reserve is being
created or  continued  (each  separate  component  being  referred  to herein as
a"Reserve").

          (b) Each of Sellers  agrees to furnish,  or cause to be furnished,  to
Buyer, upon request, as promptly as practicable, such information and assistance
(including access to books and records) relating to the Purchased Assets and the
Assumed  Liabilities as is reasonably  necessary for the  preparation of any Tax
Return,  claim for refund or audit or prosecution or defense of any claim,  suit
or proceeding relating to any Taxes.

          (c) All real estate, personal property, ad valorem and any other local
or state taxes  relating to the Purchased  Assets or the Business which shall be
accrued  but unpaid as of the  Closing  Date,  or which  shall be paid as of the
Closing Date but relate in whole or in part to periods  after the Closing  Date,
shall be prorated to the Closing Date and shall be reflected on the Closing Date
Balance Sheet.  Any such prorated  taxes which may be ultimately  assessed after
the Closing  Date shall be paid by Sellers to Buyer or Buyer to Sellers,  as the
case may be, within 30 calendar days of such determination.

     5.8  Employees.  As of 12:01 a.m. on the Closing  Date,  (but for financial
reporting  purposes as of the Effective Time) all employees of each Seller shall
cease to be employees of each Seller and shall become employees of the Buyer. At
Closing, each Seller shall transfer sponsorship to Buyer of all of the Plans set
forth on Schedule  5.8(b) and Buyer agrees to assume all such Plans  pursuant to
the Change of Sponsorship and Assumption  Agreement,  in the form of Exhibit 5.8
(the"Change  of  Sponsorship  Agreement").  Nothing  in this  Section  5.8 shall
prevent Buyer from  terminating  the employment of any  individual  employee for
cause or for other valid business purposes.


                                   ARTICLE VI
                                 CHANGE OF NAME

     6.1 Change of Name.  Promptly after the Closing Date, each of ABC Inc., ABC
Ohio, ABC Virginia,  ABC  Massachusetts,  and any affiliate of Sellers,  in such
manner as is reasonably  requested by Buyer,  shall each change its name to some
name other than"Accelerated Bureau of Collections, Inc.,","Accelerated Bureau of
Collections of Ohio, Inc.,""Accelerated Bureau of Collections of Virginia, Inc."
or"Accelerated  Bureau of  Collections of  Massachusetts,"  or any variations or
abbreviations  thereof (provided that names including only the term"Accelerated"
shall not be deemed a variation or abbreviation  thereof),  and file appropriate
notification of its change of name in all jurisdictions  where such notification
is required.
<PAGE>



                                   ARTICLE VII
                        CONDITIONS TO BUYER'S OBLIGATIONS

     The  obligations  of Buyer to consummate the  transactions  provided for in
this  Agreement  shall be subject to the  satisfaction  of each of the following
conditions on or before the Closing Date, subject to the right of Buyer to waive
any one or more of such conditions:

     7.1  Representations  and Warranties of Sellers.  The  representations  and
warranties of Sellers and the Stockholder contained in this Agreement and in the
certificates  and  papers  to be  delivered  to  Buyer  pursuant  hereto  and in
connection  herewith  shall be true and correct in all material  respects on the
date hereof and on the Closing Date (except for changes  specifically  permitted
hereunder)  as  though  such  representations  and  warranties  were made on the
Closing Date.

     7.2  Performance of this  Agreement.  Each of Sellers and each Seller shall
have  duly  performed  or  complied  in all  material  respects  with all of the
obligations  to be  performed  or  complied  with by it under  the terms of this
Agreement on or prior to the Closing Date.

     7.3 Material Adverse Change and  Extraordinary  Distributions.  There shall
have been no material  adverse  change,  actual or  threatened,  in the Business
(including the Purchased Assets and Assumed Liabilities), whether or not covered
by  insurance,  as a result of any cause  whatsoever.  There  shall have been no
extraordinary  distribution by any of Sellers,  by the officers of Sellers or by
any stockholders of any assets or dividends of the Business.

     7.4 Certificate of Sellers.  Buyer shall have received a certificate signed
by the  President  and Treasurer of each of Sellers dated as of the Closing Date
and subject to no  qualification  certifying  that the  conditions  set forth in
Sections 7.1, 7.2, 7.3, 7.7, 7.8, 7.9 and 7.10 hereof have been fully satisfied.
Such certificate  shall be deemed a  representation  and warranty of Sellers and
Stockholder under this Agreement.

     7.5 Opinion of Counsel.  Buyer shall have  received from Holland & Hart LLP
counsel to the Sellers  Group,  an opinion dated the Closing Date, to the effect
that:

          (a) Each Seller is a corporation duly organized,  validly existing and
in good  standing  under  the laws of the  state of its  incorporation.  Each of
Sellers  and  each  Seller  has  full  power  and  authority  to own and use its
properties and carry on its business as it is being conducted  immediately prior
to the Closing Date.

          (b)  This  Agreement  has  received  all  requisite  approval  by  the
stockholders  and by the Board of  Directors  of each of Sellers,  has been duly
executed  and  delivered  by each  Sellers  Group  Person,  and is  binding  and
enforceable  against each Sellers  Group  Person in  accordance  with its terms,
except  as  the  enforceability  thereof  may  be  limited  by  (i)  bankruptcy,
insolvency,  reorganization,  moratorium and other laws of general applicability
relating to or affecting creditors' rights and (ii) general principles of equity
(regardless of whether enforceability is considered in a proceeding in equity or
at law).

Such opinion  shall be  addressed  to Buyer and OSI and shall  provide that such
opinion may also  delivered  to and relied upon by the agents and lenders  under
OSI's Amended and Restated Credit Agreement, dated as of October 8, 1997.

     7.6  Employment  Agreements.  Travis L.  Justus  shall  have  executed  and
delivered an Employment  Agreement in substantially  the form attached hereto as
Exhibit  7.6(a),  Linda Brown shall have  executed and  delivered an  Employment
Agreement in substantially the form attached hereto as Exhibit 7.6(b),  and Jeff
Walter  shall  have   executed  and   delivered  an   Employment   Agreement  in
substantially the form attached hereto as Exhibit 7.6(c).


     7.7 No Lawsuits. No suit, action or other proceeding or investigation shall
be threatened or pending  before or by any Court or Government  concerning  this
Agreement or the consummation of the  transactions  contemplated  hereby,  or in
connection  with any claim against any Seller or of Sellers not disclosed on the
Schedules  hereto.  No Government  shall have threatened or directed any request
for information concerning this Agreement, the transactions  contemplated hereby
or the  consequences or implications of such transaction to Buyer or to Sellers,
or any officer, director, employee or agent of any of them.

     7.8  No  Restrictions.  There  shall  exist  no  material  restrictions  or
reservations  affecting  the title to or utility of the  Purchased  Assets which
would prevent Buyer from  occupying and utilizing the Purchased  Assets,  or any
part thereof,  to the same full extent that Sellers  might  continue to do so if
the sale and transfer contemplated hereby did not take place.

     7.9  Consents.  All consents and  approvals  necessary to ensure that Buyer
will  continue to have in all material  respects the same full rights in respect
to the Purchased Assets as Sellers had immediately  prior to the consummation of
the  transaction  contemplated  hereunder  shall have been  obtained;  provided,
however,  Sellers  shall not be  required  to obtain the  consents  required  in
customer  agreements,  lease agreements (other than the lease for the Englewood,
Colorado facility), and licenses.

     7.10 Releases.  Prior to the Closing Date,  Sellers shall have delivered to
Buyer the written  release of all Liens other than  Permitted  Liens relating to
the Purchased Assets executed by the holder of or parties to each such Lien. The
releases shall be satisfactory in substance and form to Buyer and its counsel.

     7.11  Documents.  Buyer  shall  have  received  from each of Sellers on the
Closing Date:

          (a) Bills of Sale and other appropriate  documents  conveying to Buyer
good and marketable title to the Purchased Assets.

          (b) The  Assignment  and  Assumption  Agreement and other  appropriate
assignments, with related consents, if any are so required.

          (c) The Change of Sponsorship Agreement.

     7.12 Further Assurances. Buyer shall have received such further instruments
and  documents  as may  reasonably  be  required  to carry out the  transactions
contemplated  hereby and to evidence the  fulfillment of the  agreements  herein
contained and the  performance  of all  conditions to the  consummation  of such
transactions.


                                  ARTICLE VIII
                       CONDITIONS TO SELLERS' OBLIGATIONS

     The obligations of Sellers to consummate the  transactions  provided for in
this  Agreement  shall be subject to the  satisfaction  of each of the following
conditions  on or before the  Closing  Date,  subject to the right of Sellers to
waive any one or more of such conditions:

     8.1  Representations  and  Warranties  of Buyer.  The  representations  and
warranties  of Buyer  contained in this  Agreement and in the  certificates  and
papers to be delivered to Sellers  pursuant  hereto and in  connection  herewith
shall be true and correct in all material respects on the date hereof and on the
Closing Date (except for changes  specifically  permitted  hereunder)  as though
such representations and warranties were made on the Closing Date.

     8.2  Performance  of this  Agreement.  Buyer shall have duly  performed  or
complied in all material respects with all of the obligations to be performed or
complied with by it under the terms of this Agreement on or prior to the Closing
Date.

     8.3 Certificate of Buyer.  Sellers shall have received a certificate signed
by an  officer  of  Buyer  dated  as of  the  Closing  Date  and  subject  to no
qualification  certifying  that the conditions set forth in Sections 8.1 and 8.2
hereof  have  been  fully  satisfied.   Such  certificate   shall  be  deemed  a
representation and warranty of Buyer hereunder.

     8.4 Employment Agreements.  Buyer and OSI shall have executed and delivered
Employment  Agreements in  substantially  the form  attached  hereto as Exhibits
7.6(a), 7.6(b) and 7.6(c).

     8.5 Payment of Closing Consideration and Assumption of Assumed Liabilities.
On the  Closing  Date,  Sellers  shall  have  received  from  Buyer the  Closing
Consideration,  the  Assignment  and  Assumption  Agreement  and the  Change  of
Sponsorship Agreement.

     8.6  Further   Assurances.   Sellers   shall  have  received  such  further
instruments  and  documents  as may  reasonably  be  required  to carry  out the
transactions  contemplated  hereby  and  to  evidence  the  fulfillment  of  the
agreements  herein  contained  and  the  performance  of all  conditions  to the
consummation of such transactions.

                                   ARTICLE IX
                                 INDEMNIFICATION

     9.1 Survival of Representations  and Warranties.  The  representations  and
warranties   made  in  this  Agreement   shall  survive  the  Closing  and  sale
contemplated  hereby for a period of 12 months from the Closing Date;  provided,
however the foregoing shall not apply to  representations  and warranties  under
Section 3.8, which shall survive until the expiration of the applicable  statute
of  limitations,  and Section 3.2 and the last sentence of Section  3.14,  which
shall survive without limitation hereunder.

     9.2  Sellers'  Indemnification.  Each  Sellers  Group  Person,  jointly and
severally,  hereby agrees to hold Buyer,  OSI and the  shareholders,  directors,
officers,  successors, assigns and agents of each of them (the"Buyer Indemnified
Persons")  harmless and indemnify each of them from and against,  and waives any
claim for  contribution  or indemnity  against  Buyer  Indemnified  Persons with
respect to, any and all claims, losses, damages, liabilities,  expenses or costs
("Losses"),  plus reasonable attorneys' fees and expenses incurred in connection
with Losses and/or  enforcement of this  Agreement,  plus interest from the date
incurred  through the date of payment at the prime lending rate of Citibank N.A.
from time to time  prevailing (in  all,"Indemnified  Losses")  incurred or to be
incurred by any of them (a) to the extent  resulting  from or arising out of any
breach or  violation of the  representations,  warranties  of any Sellers  Group
Person contained in this Agreement,  (b) to the extent resulting from or arising
out of any breach or violation of the  covenants  or  agreements  of any Sellers
Group Person  contained in this  Agreement,  including  the  provisions  of this
Article IX, and (c) to the extent resulting from or arising out of any liability
or  obligation  of any  Sellers  Group  Person  not  expressly  assumed by Buyer
hereunder.

     9.3 Buyer's Indemnification. Buyer and OSI hereby agree to hold Sellers and
the Stockholder  (the"Sellers  Indemnified Persons") harmless and indemnify each
of them  from and  against  any and all  Indemnified  Losses  incurred  or to be
incurred by any of them, (a) to the extent  resulting from or arising out of any
breach or violation of the representations, warranties, covenants and agreements
of Buyer and OSI contained in this  Agreement,  including the provisions of this
Article IX and (b) to the extent from or arising out of any Assumed Liability.

     9.4  Notice of Claim.  In the event  that Buyer  seeks  indemnification  on
behalf of a Buyer Indemnified Person, or any of Sellers seeks indemnification on
behalf of a Sellers  Indemnified  Person,  such  Party  seeking  indemnification
(the"Indemnified  Party") shall give written  notice to the  Indemnifying  Party
specifying the facts  constituting  the basis for such claim and the amount,  to
the extent known, of the claim asserted.  The  Indemnifying  Party shall pay the
amount of any valid claim not more than 30 calendar  days after the  Indemnified
Party provides notice to the Indemnifying Party of such amount.

     9.5 Right to Contest  Claims of Third Persons.  If an Indemnified  Party is
entitled  to  indemnification  hereunder  because  of a  claim  asserted  by any
claimant (other than an indemnified  person  hereunder)  ("Third  Person"),  the
Indemnified  Party shall give the Indemnifying  Party  reasonably  prompt notice
thereof  after  such  assertion  is  actually  known to the  Indemnified  Party;
provided,  however,  that the right of a person to be  indemnified  hereunder in
respect of claims made by a Third Person  shall not be  adversely  affected by a
failure  to give such  notice  unless,  and then  only to the  extent  that,  an
Indemnifying Party is prejudiced thereby.  The Indemnifying Party shall have the
right,  upon  written  notice  to  the  Indemnified  Party,  and  using  counsel
reasonably  satisfactory  to the  Indemnified  Party,  to  investigate,  secure,
contest  or settle  the  claim  alleged  by such  Third  Person  (a"Third-Person
Claim"),  provided that the Indemnifying Party has unconditionally  acknowledged
to the  Indemnified  Party in writing his or its  obligation  to  indemnify  the
persons to be indemnified hereunder with respect to such Third-Person Claim; the
Indemnified Party may thereafter participate in (but not control) the defense of
any such  Third-Person  Claim with its own  counsel at its own  expense,  unless
separate  representation is necessary to avoid a conflict of interest,  in which
case such  representation  shall be at the  expense of the  Indemnifying  Party.
Unless and until the Indemnifying Party so acknowledges his or its obligation to
indemnify,  the Indemnified Party shall have the right, at its option, to assume
and control defense of the matter and to look to the Indemnifying  Party for the
full amount of the costs of defense.  The failure of the  Indemnifying  Party to
respond in writing to the aforesaid notice of the Indemnified Party with respect
to such  Third-Person  Claim within 20 calendar days after receipt thereof shall
be deemed an election not to defend the same. If the Indemnifying Party does not
so acknowledge  his or its obligation to indemnify and assume the defense of any
such  Third-Person  Claim,  (a) the  Indemnified  Party may defend  against such
claim, in such manner as it may deem appropriate, including, but not limited to,
settling such claim, after giving notice of the same to the Indemnifying  Party,
on such  terms  as the  Indemnified  Party  may  deem  appropriate,  and (b) the
Indemnifying  Party may  participate  in (but not  control)  the defense of such
action,  with its own  counsel at its own  expense.  If the  Indemnifying  Party
thereafter seeks to question the manner in which the Indemnified  Party defended
such  Third-Person  Claim or the  amount or nature of any such  settlement,  the
Indemnifying  Party  shall  have the  burden  to prove by clear  and  convincing
evidence that conduct of the Indemnified  Party in the defense and/or settlement
of such Third-Person  Claim constituted gross negligence or willful  misconduct.
The Parties shall make available to each other all relevant information in their
possession  relating to any such  Third-Person  Claim and shall cooperate in the
defense thereof.

     9.6  Limitations.  The Buyer  Indemnified  Persons shall not be entitled to
recover or seek to recover Indemnified Losses (a) to the extent such Indemnified
Losses exceed $2,500,000,  once any Sellers Group Person has made payments to or
on behalf of Buyer Indemnified  Persons with respect to such Indemnified  Losses
in such amount;  or (b) for a breach of a representation or warranty (other than
those in Section 3.2,  Section 3.6 and the last sentence of Section 3.14) unless
such Indemnified Losses exceed $250,000 in the aggregate, and only to the extent
such Indemnified Losses exceed such amount.


                                    ARTICLE X
                                  MISCELLANEOUS

     10.1 Assignment; Binding Agreement.

          (a)  This  Agreement  and  all or  any  part  of  Buyer's  rights  and
obligations  hereunder  may be  assigned by Buyer at any time to any one or more
Affiliates  of Buyer.  Buyer  shall  cause such  Affiliate(s)  to perform any of
Buyer's obligations hereunder which are assigned to such Affiliate(s).

          (b) Neither this  Agreement nor any of the Sellers  Group's  rights or
obligations hereunder may be assigned by any member of the Sellers Group without
Buyer's prior written consent.

          (c) This  Agreement  shall be  binding  upon  and  shall  inure to the
benefit of the parties hereto and to their  respective  successors and permitted
assigns.

     10.2  Termination  of  Agreement.   This  Agreement  and  the  transactions
contemplated hereby may be terminated prior to the Closing Date only as follows:

          (a) By mutual consent of Buyer and Sellers.

          (b) By either Buyer or Sellers if the Closing  shall not have occurred
on or before November 30, 1997, or such other date, if any, as Buyer and Sellers
shall agree upon.

     10.3 Manner and Effect of Termination.

          (a)  Any  action  by  Sellers  to  terminate  this  Agreement  and the
transactions  contemplated  hereby, as provided in Section 10.2 hereof, shall be
taken by the Sellers Group  Representative  (as defined in Section  10.14).  Any
such action by Buyer shall be taken by its Chairman of the Board,  its President
or any appropriately authorized officer.

          (b) If this  Agreement is  terminated  pursuant to Section 10.2 hereof
without fault of either party or breach of this  Agreement,  all  obligations of
Sellers and Buyer hereunder  shall  terminate,  without  liability of Sellers to
Buyer or of Buyer to Sellers.  In such event,  each party  hereto  shall pay all
legal and other costs and  expenses  incurred by such party in  connection  with
this Agreement and the transactions contemplated hereby.

          (c)  Nothing in this  Section or  elsewhere  in this  Agreement  shall
impair or restrict  the rights of any party to any and all remedies at law or in
equity in the event of a breach of or default under this Agreement.

     10.4  Non-Disclosure  of Information.  Without the prior written consent of
Buyer,  except as required by law,  Sellers  will not  disclose or reveal to any
third Person any confidential,  non-public or commercially  valuable information
(a)  concerning  Buyer to which  Sellers  were exposed in  connection  with this
Agreement,  (b) concerning the Business or (c) the transactions  contemplated by
this   Agreement.   Without  the  prior   written   consent  of  Sellers   Group
Representative,  except as required by law, Buyer will not disclose or reveal to
any  third  Person  any  confidential,   non-public  or  commercially   valuable
information concerning the transactions  contemplated by this Agreement.  Either
party shall have, in addition to other remedies  available in law or equity, the
right to enjoin the other from disclosing or revealing  information in violation
of this section.

     10.5 Transfer Taxes and Expenses.

          (a) Sellers  shall pay all  documentary  stamp,  intangible  and other
transfer  taxes  which  arise as a result  of the sale of the  Purchased  Assets
contemplated under this Agreement.

          (b) Buyer and Sellers shall use their respective reasonable efforts to
provide or obtain from any taxing  authority any  certificate  or other document
necessary  to  mitigate,  reduce or  eliminate  any Taxes  (including  additions
thereto or interest and penalties  thereon) that otherwise would be imposed with
respect to the transactions contemplated in this Agreement.

     10.6 Bulk Sales.  Buyer hereby waives  compliance with any applicable State
Uniform  Commercial  Code or other  statutory  provisions  governing bulk sales.
Sellers  agree to  indemnify,  defend and hold  harmless  Buyer from any and all
loss, cost or expenses,  resulting from the assertion of claims made against the
Purchased  Assets sold  hereunder or against Buyer by creditors of Sellers under
any bulk sales law with respect to  liabilities  and  obligations of Sellers not
assumed  by  Buyer  hereunder,  such  indemnity  to be in  accordance  with  the
provisions of Article IX hereof.

     10.7  Remedies.  Nothing  contained  herein  is  intended  to or  shall  be
construed to limit the remedies which either party may have against the other in
the event of a breach of or default under this Agreement, it being intended that
any remedies shall be cumulative and not exclusive.

     10.8 Entire  Agreement  and  Modification.  This  Agreement,  including the
Schedules  attached hereto and the documents to be delivered pursuant to Article
VII and Article VIII, and Exhibits, constitutes the entire agreement between the
parties.  No changes of,  modifications of, or additions to this Agreement shall
be valid unless the same shall be in writing and signed by all parties hereto.

     10.9  Severability.  If any provision of this Agreement shall be determined
to be  contrary  to law and  unenforceable  by any court of law,  the  remaining
provisions shall be severable and enforceable in accordance with their terms.

     10.10 Counterparts. This Agreement may be executed in one or more identical
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will  constitute  one and the same  instrument.  This  Agreement may be
executed and thereafter  transmitted by telecopier,  and the telecopier  receipt
shall constitute an original.

     10.11  Headings;  Interpretation.  The table of  contents  and  article and
section  headings  contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or  interpretation of the Agreement.
Both parties have participated  substantially in the negotiation and drafting of
this Agreement,  and each party hereby disclaims any defense or assertion in any
litigation or arbitration that any ambiguity herein should be construed  against
the draftsman.

     10.12  Governing  Law. This  Agreement  shall be construed and  interpreted
according to the laws of the State of Colorado without regard to the conflict of
laws rules of such state.

     10.13  Payment of Fees and  Expenses.  Each Party hereto shall pay all fees
and expenses incurred by such Party incident to the negotiation, preparation and
execution of this Agreement and the consummation of the transaction contemplated
hereby,  including  the fees of counsel,  accountants  and other experts of such
Party and any finder's or brokerage fees incurred by such Party.

     10.14  Sellers  Group  Representative  By  execution  and  delivery of this
Agreement,  each Sellers Group Person hereby  constitutes and appoints Travis L.
Justus  as the  representative  of  such  person  hereunder  (the"Sellers  Group
Representative")  with full  power and  authority  to give or make all  notices,
objections,  directions  and other  communications  to be given or made by or on
behalf of any Sellers Group Person,  to take any actions or give any consents of
waivers which may be taken or given by or on behalf of any Sellers Group Person,
to bind and act on behalf of the Sellers Group with respect to any matters which
may arise or in  connection  with this  Agreement  and the exhibits  hereto (but
excluding the Employment  Agreements)  and to otherwise act for and on behalf of
the Sellers Group (except in connection with the Employment Agreements).  In the
event that the Sellers Group Representative  should die or become incapacitated,
his  successor  shall be selected by the estate or  personal  representative  of
Sellers Group  Representative,  and written  notice of such  selection  shall be
given to Buyer and OSI.


     10.15  Liabilities  After Effective Time.  Except as otherwise  provided in
this  Agreement,  Liabilities  incurred by Buyer with  respect to the  Purchased
Assets after the Effective Time shall be Liabilities of Buyer.

     10.16  Notices.  All notices,  requests,  demands and other  communications
hereunder  shall be  deemed  to have  been  duly  given if the same  shall be in
writing and shall be delivered (i)  personally,  (ii) by registered or certified
mail,  postage  prepaid,  (iii) by facsimile  transmission  or (iv) by overnight
delivery service and addressed as set forth below:

          (a) If to Buyer or OSI:

                       Outsourcing Solutions, Inc.
                       390 South Woods Mill Road, Suite 150
                       Chesterfield, MO  63017
                       Attention:  Timothy G. Beffa
                       Fax: 314-576-1867

                       copy to:

                       Bryan Cave LLP
                       One Metropolitan Square
                       N. Broadway, Suite 3600
                       St. Louis, MO  63102
                       Attention:  Peter D. Van Cleve
                       Fax: 314-259-2020

          (b) If to any member of the Sellers Group:

                       Travis L. Justus
                       Accelerated Bureau of Collection, Inc.
                       5295 DTC Parkway
                       Englewood, Colorado 80111
                       Fax:  (303) 488-7031

                       copy to:

                       Holland & Hart LLP
                       555 Seventeenth Street, Suite 3200
                       Denver, Colorado 80202-3979
                       Attention: Mark D. Safty
                       Fax: (303) 295-8261

     Any such notice shall be effective  upon receipt.  Any party may change the
address to which notices are to be addressed by giving the other parties  notice
in the manner herein set forth.

THIS AGREEMENT  CONTAINS AN ARBITRATION  PROVISION  WHICH MAY BE ENFORCED BY THE
PARTIES HERETO.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement, on
the day and year first above written.


ABC ACQUISITION COMPANY


By:      /s/ Timothy G. Beffa
         ---------------------



OUTSOURCING SOLUTIONS INC.


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


ACCELERATED BUREAU OF COLLECTIONS, INC.


By:      /s/ Travis L. Justus
         --------------------


ACCELERATED BUREAU OF COLLECTIONS OF OHIO, INC.


By:      /s/ Travis L. Justus
         --------------------



ACCELERATED BUREAU OF COLLECTIONS OF VIRGINIA, INC.


By:      /s/ Travis L. Justus
         ---------------------



ACCELERATED BUREAU OF COLLECTIONS OF MASSACHUSETTS, INC.


By:      /s/ Travis L. Justus
         --------------------


         /s/ Travis L. Justus
         --------------------
Travis L. Justus



                               TABLE OF SCHEDULES


1.1(b)                Excluded Assets
1.1(c)                Permitted Liens
2.5                   Allocation of Consideration by Seller
3.4                   Events Subsequent to December 31, 1996
3.5                   Assets in Possession of Others
3.12(a)               Real Property - Leased to Sellers
3.12(b)               Personal Property - Leased to Sellers
3.13                  Intellectual Property
3.16                  Licenses and Permits
3.17                  Contracts--Disclosure
3.20                  Litigation and Arbitration
3.21                  Directors, Officers, Employees and Consultants
3.23                  Outside Financial Interests
3.25                  Employee Benefit Plans and Employment Contracts
3.26                  ERISA
3.32                  Insurance Policies
3.34                  Environmental Matters