OUTSOURCING SOLUTIONS INC.
                           2000 EQUITY INCENTIVE PLAN


     1. Purpose. This plan shall be known as the Outsourcing Solutions Inc. 2000
Equity  Incentive Plan (as amended,  supplemented or restated from time to time,
the  "Plan").  This  Plan is  intended  to  promote  the  long-term  growth  and
profitability  of  Outsourcing  Solutions  Inc.,  a  Delaware  corporation,   by
providing  those  persons  who are  involved  in its  management  and  growth an
opportunity to acquire an ownership interest in the Company, thereby encouraging
such persons to contribute to and  participate in the success of the Company and
to remain in its  employ.  The  purpose of this Plan is to enable the Company to
compensate  and/or  provide  incentives  to  Participants  in carrying out their
duties or providing services to the Company.

     2. Administration of the Plan.

          (a) Subject to the  provisions  hereof,  the Board shall have full and
     exclusive  power  and  authority  to  administer  this Plan and to take all
     actions  that are  specifically  contemplated  hereby or are  necessary  or
     appropriate in connection with the  administration  hereof. The Board shall
     also have full and exclusive power to interpret this Plan and to adopt such
     rules, regulations and guidelines for carrying out this Plan as it may deem
     necessary  or proper,  all of which  powers  shall be exercised in the best
     interests of the Company and in keeping with the  objectives  of this Plan.
     The  Board  may,  in its  discretion,  provide  for  the  extension  of the
     exercisability of an Award,  accelerate the vesting or exercisability of an
     Award,  eliminate or make less restrictive any restrictions contained in an
     Award, waive any restriction or other provision of this Plan or an Award or
     otherwise  amend or modify an Award in any  manner  that is either  (i) not
     adverse to the Participant to whom such Award was granted or (ii) consented
     to by such  Participant.  The Board may  correct  any  defect or supply any
     omission or reconcile any inconsistency in this Plan or in any Award in the
     manner and to the extent the Board deems  necessary or desirable to further
     the purposes of the Plan.  Any decision of the Board in the  interpretation
     and  administration  of this Plan shall lie  within  its sole and  absolute
     discretion  and shall be  final,  conclusive  and  binding  on all  parties
     concerned.

          (b) The Board may  delegate  to the  President  of the  Company and to
     other senior officers of the Company its duties under this Plan pursuant to
     such conditions or limitations as the Board may establish.

          (c) No member of the Board or officer of the Company to whom the Board
     has delegated  authority in accordance  with the provisions of Section 2(b)
     of this Plan shall be liable for anything done or omitted to be done by him
     or her,  by any  member of the Board or by any  officer  of the  Company in
     connection with the  performance of any duties under this Plan,  except for
     his or her own willful misconduct or as expressly provided by statute.

          (d) The Board shall  determine the  Participants to whom, and the time
     or times at  which,  Awards  shall be made and the  number  of shares to be
     included in the Awards.  Within the  limitations of the Plan, the number of
     shares for which  Awards will be granted  from time to time and the periods
     for which the Awards will be outstanding will be determined by the Board.

          (e) Each Award  granted  pursuant to the Plan shall be evidenced by an
     Option Agreement or Award Agreement (the "Agreement").  The Agreement shall
     not be a precondition  to the granting of options or stock or other awards;
     however, no person shall have any rights under any option or stock or other
     awards granted under the Plan unless and until the Participant to whom such
     option or stock or other award shall have been granted  shall have executed
     and  delivered to the Company an Agreement.  The Board shall  prescribe the
     form of all Agreements. A fully executed original of the Agreement shall be
     provided to both the Company and the Participant.

     3. Shares of Stock Subject to the Plan. The total number of shares that may
be optioned or awarded  under the Plan is 400,000  shares of the $0.01 par value
voting common stock of the Company (the "Common  Stock") except that said number
of shares  shall be  adjusted  as  provided  in Section  13. No  employee  shall
receive,  over the term of the Plan,  awards of  restricted  stock for more than
250,000  shares  of Common  Stock or  awards  in the form of stock  appreciation
rights or options to purchase  more than  250,000  shares of Common  Stock.  Any
shares  subject  to an option  which for any  reason  expires  or is  terminated
unexercised and any restricted stock which is forfeited may again be optioned or
awarded under the Plan;  provided,  however,  that forfeited shares shall not be
available  for further  awards if the  employee  has  realized  any  benefits of
ownership from such shares.  Shares subject to the Plan may be either authorized
and  unissued   shares  or  issued  shares   acquired  by  the  Company  or  its
Subsidiaries.

     4. Eligibility.  Directors and key salaried employees,  including officers,
and  consultants  of the Company and its  Subsidiaries  are  eligible to receive
Awards  under the Plan.  The  directors,  employees  and  consultants  who shall
receive  Awards under the Plan shall be selected from time to time by the Board,
in its sole  discretion,  from  among  those  eligible,  which may be based upon
information  furnished to the Board by the Company's  management,  and the Board
shall determine,  in its sole discretion,  the number of shares to be covered by
the Award or Awards  granted to each such  person  selected.  Such key  salaried
employees, consultants and directors who are selected to participate in the Plan
shall be referred to collectively herein as "Participants."

     5.  Duration of the Plan. No Award may be granted under the Plan after more
than ten years  from the date the Plan is  adopted  by the Board or the date the
Plan receives shareholder approval, whichever is earlier, but Awards theretofore
granted may extend beyond that date.

     6. Terms and Conditions of Stock Options.  Options  granted under this Plan
are not intended to be Incentive Stock Options.  Each option shall be subject to
all the  applicable  provisions of the Plan,  including the following  terms and
conditions, and to such other terms and conditions not inconsistent therewith as
the Board shall determine.

          (a) The option price per share shall be determined by the Board.

          (b) Each option shall be  exercisable  pursuant to the  attainment  of
     such performance  goals and/or during and over such period ending not later
     than ten years from the date it was granted,  as may be  determined  by the
     Board and stated in the  Agreement.  In no event may an option be exercised
     more than 10 years from the date the option was granted.

          (c) An option  shall not be  exercisable  with respect to a fractional
     share of Common Stock or with respect to the lesser of fifty (50) shares or
     the full number of shares then subject to the option.  No fractional shares
     of Common  Stock  shall be issued  upon the  exercise  of an  option.  If a
     fractional  share of Common  Stock  shall  become  subject  to an option by
     reason of a stock dividend or otherwise, the optionee shall not be entitled
     to exercise the option with respect to such fractional share.

          (d) Each  option  may be  exercised  by giving  written  notice to the
     Company  specifying  the number of shares to be  purchased,  which shall be
     accompanied by payment in full  including,  if required by applicable  law,
     applicable  taxes,  if any.  Payment,  except as provided in the Agreement,
     shall be

               (A) in United States dollars by check or bank draft, or

               (B) by tendering to the Company Common Stock shares already owned
          for at least six months by the person exercising the option, which may
          include  shares  received  as the  result  of a prior  exercise  of an
          option, and having a Fair Market Value on the date on which the option
          is  exercised  equal to the cash  exercise  price  applicable  to such
          option, or

               (C) by a combination  of United  States  dollars and Common Stock
          shares as aforesaid.

          No optionee  shall have any rights to  dividends  or other rights of a
     shareholder  with respect to shares of Common  Stock  subject to his or her
     option until he or she has given  written  notice of exercise of his or her
     option and paid in full for such shares.

          (e)  Notwithstanding  the  foregoing,  the  Board  may,  in  its  sole
     discretion, grant to a grantee of an option the right (hereinafter referred
     to as a "stock  appreciation  right")  to elect,  in the  manner  described
     below,  in lieu of exercising his or her option for all or a portion of the
     shares of Common Stock  covered by such option,  to  relinquish  his or her
     option with  respect to any or all of such  shares and to receive  from the
     Company a payment  having a value equal to the amount by which (a) the Fair
     Market  Value of a share  of  Common  Stock  on the date of such  election,
     multiplied  by the number of shares as to which the grantee shall have made
     such election,  exceeds (b) the exercise price for that number of shares of
     Common Stock under the terms of such  option.  A stock  appreciation  right
     shall be exercisable at the time the tandem option is exercisable,  and the
     "expiration date" for the stock  appreciation right shall be the expiration
     date for the tandem  option.  A grantee  who makes such an  election  shall
     receive  payment in the sole  discretion  of the Board (i) in cash equal to
     such excess;  or (ii) in the nearest whole number of shares of Common Stock
     of the Company  having an aggregate  Fair Market Value which is not greater
     than the cash amount calculated in (i) above; or (iii) a combination of (i)
     and (ii) above. A stock  appreciation  right may be exercised only when the
     amount described in (a) above exceeds the amount described in (b) above. An
     election to exercise stock appreciation rights shall be deemed to have been
     made on the day written notice of such election, is received by the Company
     at  Outsourcing  Solutions  Inc.,  390 South  Woods Mill  Road,  Suite 350,
     Chesterfield, Missouri 63017, Attention: Chief Financial Officer. An option
     or any  portion  thereof  with  respect to which a grantee  has  elected to
     exercise the stock appreciation rights described above shall be surrendered
     to  the  Company  and  such  option  shall  thereafter  remain  exercisable
     according  to its terms  only with  respect  to the  number of shares as to
     which it would  otherwise  be  exercisable,  less the number of shares with
     respect to which stock appreciation  rights have been exercised.  The grant
     of a stock  appreciation right shall be evidenced by such form of agreement
     as the Board may prescribe.  The agreement  evidencing  stock  appreciation
     rights  shall be  personal  and will  provide  that the stock  appreciation
     rights will not be  transferable  by the grantee  otherwise than by will or
     the laws of descent  and  distribution  and that they will be  exercisable,
     during the lifetime of the grantee, only by him or her.

          (f) Except as provided in the  Agreement,  an option may be  exercised
     only if at all  times  during  the  period  beginning  with the date of the
     granting of the option and ending on the date of such exercise, the grantee
     was an employee of either the Company or of a subsidiary  of the Company or
     of another  corporation  referred to in Section  421(a)(2) of the Code. The
     Agreement shall provide whether,  and if so, to what extent,  an option may
     be exercised  after  termination  of  continuous  employment,  but any such
     exercise  shall  in no event be  later  than  the  termination  date of the
     option.  If the  grantee  should  die,  or become  permanently  disabled as
     determined by the Board in accordance with the Agreement,  at any time when
     the option, or any portion thereof, shall be exercisable by him, the option
     will be exercisable  within a period provided for in the Agreement,  by the
     optionee  or person or persons  to whom his or her rights  under the option
     shall have passed by will or by the laws of descent and  distribution,  but
     in no event at a date later than the  termination of the option.  The Board
     may require medical  evidence of permanent  disability,  including  medical
     examinations by physicians selected by it.

          (g) The  option  by its  terms  shall be  personal  and  shall  not be
     transferable  by the  optionee  otherwise  than by  will or by the  laws of
     descent and  distribution  as provided  in Section  6(f) above.  During the
     lifetime  of an  optionee,  the  option  shall be  exercisable  only by the
     optionee.   In  the  event  any  option  is  exercised  by  the  executors,
     administrators,  heirs or distributees of the estate of a deceased optionee
     as provided in Section 6(f) above, the Company shall be under no obligation
     to issue Common Stock thereunder  unless and until the Company is satisfied
     that the person or  persons  exercising  the option are the duly  appointed
     legal  representative  of the  deceased  optionee's  estate  or the  proper
     legatees or distributees thereof.

          (h) The Board may, but need not,  require such  consideration  from an
     optionee at the time of granting an option as it shall determine, either in
     lieu of, or in addition to, the limitations on  exercisability  provided in
     Section 6(d).

          (i) An option and any Common  Stock  received  upon the exercise of an
     option  shall  be  subject  to  such  other  transfer  restrictions  and/or
     legending requirements that are specified in the Agreement.

     7.  Terms  and  Conditions  of  Restricted  Stock  Awards.  All  awards  of
restricted  stock  under  the  Plan  shall  be  subject  to all  the  applicable
provisions of the Plan,  including the following  terms and  conditions,  and to
such other terms and conditions not inconsistent  therewith,  as the Board shall
determine.

          (a) Awards of  restricted  stock may be in  addition  to or in lieu of
     option grants.

          (b) During a period set by, and/or until the  attainment of particular
     performance goals based upon criteria established by, the Board at the time
     of each award of restricted stock (the  "restriction  period") as specified
     in the Agreement,  the recipient shall not be permitted to sell,  transfer,
     pledge, or otherwise  encumber the shares of restricted stock;  except that
     such shares may be used, if the Agreement permits,  to pay the option price
     of any option  granted  under the Plan  provided an equal  number of shares
     delivered to the optionee shall carry the same  restrictions  as the shares
     so used.

          (c) Shares of restricted  stock shall become free of all  restrictions
     if,  during  the  restriction  period,  (i) the  recipient  dies,  (ii) the
     recipient's  employment  terminates by reason of permanent  disability,  as
     determined by the Board,  (iii) the recipient  retires after attaining both
     59-1/2 years of age and five years of  continuous  service with the Company
     and/or a  subsidiary,  or (iv) if  provided  in the  Agreement,  there is a
     "change in control" of the  Company  (as  defined in such  Agreement).  The
     Board may require  medical  evidence  of  permanent  disability,  including
     medical  examinations by physicians selected by it. If the Board determines
     that any such recipient is not permanently  disabled,  the restricted stock
     held by such recipient shall be forfeited and revert to the Company.

          (d) Unless  and to the extent  otherwise  provided  in the  Agreement,
     shares of  restricted  stock shall be  forfeited  and revert to the Company
     upon the  recipient's  termination  of  employment  during the  restriction
     period for any reason other than death, permanent disability, as determined
     by the Board,  retirement after attaining both 59-1/2 years of age and five
     years of continuous  service with the Company  and/or a subsidiary,  or, to
     the extent provided in the Agreement,  a "change in control" of the Company
     (as defined in the Agreement),  except to the extent the Board, in its sole
     discretion, finds that such forfeiture might not be in the best interest of
     the Company and,  therefore,  waives all or part of the application of this
     provision to the restricted stock held by such recipient.

          (e) Stock certificates for restricted stock shall be registered in the
     name of the recipient but shall be  appropriately  legended and returned to
     the Company by the  recipient,  together  with a stock  power,  endorsed in
     blank by the recipient.  The recipient  shall be entitled to vote shares of
     restricted  stock and shall be  entitled  to all  dividends  paid  thereon,
     except that  dividends paid in Common Stock or other property shall also be
     subject to the same restrictions.

          (f) Restricted  stock shall become free of the foregoing  restrictions
     upon expiration of the applicable  restriction period and the Company shall
     then deliver Common Stock certificates evidencing such stock.

          (g) Restricted Stock and any Common Stock received upon the expiration
     of  the  restriction  period  shall  be  subject  to  such  other  transfer
     restrictions  and/or  legending  requirements  that  are  specified  in the
     Agreement.

     8.  Bonuses  Payable in Stock.  In lieu of cash bonuses  otherwise  payable
under  the  Company's  or  applicable  subsidiary's  compensation  practices  to
employees  eligible  to  participate  in  the  Plan,  the  Board,  in  its  sole
discretion,  may determine that such bonuses shall be payable in Common Stock or
partly  in  Common  Stock  and  partly  in  cash.   Such  bonuses  shall  be  in
consideration of services previously performed and as an incentive toward future
services and shall  consist of shares of Common  Stock  subject to such terms as
the Board may determine in its sole  discretion.  The number of shares of Common
Stock  payable  in lieu of a bonus  otherwise  payable  shall be  determined  by
dividing  such amount by the Fair Market  Value of one share of Common  Stock on
the date the bonus is payable.

     9. Change in Control.

          (a) In the event of a change in control of the Company, as defined (if
     at  all) by the  Board  in each  Agreement,  the  Board  may,  in its  sole
     discretion,  provide that any of the following  applicable actions be taken
     as a result,  or in  anticipation,  of any such  event to  assure  fair and
     equitable treatment of Participants:

               (i)  accelerate  time  periods  for  purposes  of vesting  in, or
          realizing  gain from,  any  outstanding  option or stock  appreciation
          right or shares of restricted stock awarded pursuant to this Plan;

               (ii)  offer  to  purchase   any   outstanding   option  or  stock
          appreciation right or shares of restricted stock made pursuant to this
          Plan from the holder for its equivalent  cash value,  as determined by
          the Board, as of the date of the change in control; or

               (iii) make adjustments or modifications to outstanding options or
          stock  appreciation  rights or with respect to restricted stock as the
          Board  deems  appropriate  to  maintain  and  protect  the  rights and
          interests of the Participants following such change in control.

          (b) In no event,  however,  may any option be exercised after ten (10)
     years from the date it was granted.

     10. Transfer, Leave of Absence. For the purpose of the Plan: (a) a transfer
of an employee  from the Company to a  Subsidiary  or  affiliate of the Company,
whether or not incorporated,  or vice versa, or from one Subsidiary or affiliate
of the  Company to  another,  and (b) a leave of  absence,  duly  authorized  in
writing by the Company or a Subsidiary or affiliate of the Company, shall not be
deemed a termination of employment.

     11. Rights of  Participants.

          (a) No person shall have any rights or claims under the Plan except in
     accordance with the provisions of the Plan and the Agreement.

          (b) Nothing in the Plan shall  interfere  with or limit in any way the
     right  of  the  Company  to  terminate  any  Participant's   employment  or
     consultancy  at any time (with our  without  cause),  nor  confer  upon any
     Participant  any right to  continue  in the employ of, or perform  services
     for,  the Company for any period of time or to continue  his or her present
     (or any other) rate of compensation, and except as otherwise provided under
     this  Plan  or  by  the  Board  in  an  Agreement,  in  the  event  of  any
     Participant's   termination   as  an  employee,   director  or   consultant
     (including, but not limited, the termination by the Company without cause),
     any  portion of such  Participant's  Award that was not  previously  vested
     and/or  exercisable  shall  expire and be  forfeited as of the date of such
     termination.  No director,  employee or consultant shall have a right to be
     selected as a Participant or, having been so selected, to be selected again
     as a Participant.

     12. Tax  Withholding  Obligations.

          (a) If required by applicable  law, the payment of taxes, if any, upon
     the exercise of an option pursuant to Section 6(d) or a stock  appreciation
     right pursuant to Section 6(e), shall be in cash at the time of exercise or
     on the  applicable  tax date  under  Section  83 of the Code,  if  earlier;
     provided,   however,  tax  withholding   obligations  may  be  met  by  the
     withholding of Common Stock otherwise  deliverable to the optionee pursuant
     to procedures approved by the Board; provided further,  however, the amount
     of  Common  Stock  so  withheld  shall  not  exceed  the  minimum  required
     withholding obligation.

          (b) If required by applicable  law,  recipients  of restricted  stock,
     pursuant to Section 7, shall be  required to pay taxes to the Company  upon
     the  expiration  of  restriction  periods or such earlier  dates as elected
     pursuant  to Section 83 of the Code;  provided,  however,  tax  withholding
     obligations  may be  met  by the  withholding  of  Common  Stock  otherwise
     deliverable to the recipient pursuant to procedures  approved by the Board.
     If tax  withholding is required by applicable law, in no event shall Common
     Stock be delivered to any awardee  until he has paid to the Company in cash
     the  amount of such tax  required  to be  withheld  by the  Company  or has
     elected  to have his  withholding  obligations  met by the  withholding  of
     Common Stock in  accordance  with the  procedures  approved by the Board or
     otherwise  entered into an agreement  satisfactory to the Company providing
     for payment of withholding tax.

          (c) The  Company  shall  withhold  from any cash  bonus  described  in
     Section  8, an  amount  of cash  sufficient  to  meet  its tax  withholding
     obligations. If the cash portion of such bonus is not sufficient to satisfy
     such withholding obligation,  the tax withholding obligations shall be paid
     in cash by the  recipient  or may be met by  withholding  of  Common  Stock
     otherwise  deliverable to the recipient pursuant to procedures  approved by
     the Board.

     13.  Changes in Capital.  Upon changes in the  outstanding  Common Stock by
reason  of  a  stock  dividend,   stock  split,   reverse  split,   subdivision,
recapitalization,  merger,  consolidation  (whether  or  not  the  Company  is a
surviving  corporation),  an extraordinary dividend payable in cash or property,
combination or exchange of shares,  separation,  reorganization  or liquidation,
the aggregate  number and class of shares  available  under the Plan as to which
stock  options  and  restricted  stock may be  awarded,  the number and class of
shares under (i) each option (and related stock appreciation rights, if any) and
the option price per share and (ii) each award of  restricted  stock  shall,  in
each case, be correspondingly adjusted by the Board, such adjustments to be made
in the case of outstanding  options (and related stock  appreciation  rights, if
any) without  change in the total price  applicable to such options (and related
stock appreciation rights, if any).

     14. Miscellaneous Provisions.


          (a) The Plan shall be unfunded.  The Company  shall not be required to
     establish any special or separate fund or to make any other  segregation of
     assets to  assure  the  issuance  of  shares  or the  payment  of cash upon
     exercise of any option or stock appreciation right under the Plan. Proceeds
     from the sale of shares of Common Stock  pursuant to options  granted under
     this Plan shall  constitute  general funds of the Company.  The expenses of
     the Plan shall be borne by the Company.

          (b) It is understood  that the Board may, at any time and from time to
     time after the  granting of an option or the award of  restricted  stock or
     bonuses payable in Common Stock hereunder,  specify such additional  terms,
     conditions and restrictions  with respect to such option or stock as may be
     deemed  necessary  or  appropriate  to ensure  compliance  with any and all
     applicable  laws,  including,  but not limited to, terms,  restrictions and
     conditions  for  compliance  with  federal  and state  securities  laws and
     methods of withholding or providing for the payment of required taxes.

          (c) If at any time the Board shall determine, in its discretion,  that
     the listing,  registration or  qualification of shares of Common Stock upon
     any national  securities exchange or under any state or federal law, or the
     consent or approval of any  governmental  regulatory  body, is necessary or
     desirable as a condition of, or in connection with, the sale or purchase of
     shares of Common Stock hereunder, no option or stock appreciation right may
     be exercised or restricted stock or stock bonus may be transferred in whole
     or in part  unless and until  such  listing,  registration,  qualification,
     consent or approval  shall have been  effected or  obtained,  or  otherwise
     provided for, free of any conditions not acceptable to the Board.

          (d) By accepting any benefit under the Plan, each Participant and each
     person  claiming under or through such  Participant  shall be  conclusively
     deemed to have indicated his acceptance and  ratification,  and consent to,
     any action taken under the Plan by the Board or the Company.

          (e) The Plan shall be governed by and construed in accordance with the
     laws of the State of Delaware.

     15. Limits of Liability.

          (a) Any liability of the Company or a subsidiary of the Company to any
     Participant  with respect to any option or award shall be based solely upon
     contractual obligations created by the Plan and the Agreement.

          (b)  Neither  the Company nor a  Subsidiary  of the  Company,  nor any
     member of the Board or the Board, nor any other person participating in any
     determination  of any question  under the Plan,  or in the  interpretation,
     administration  or application of the Plan, shall have any liability to any
     party for any action taken or not taken in connection with the Plan, except
     as may expressly be provided by statute.

     16. Amendments and Termination. The Board may, at any time, amend, alter or
discontinue  the  Plan;   provided,   however,   no  amendment,   alteration  or
discontinuation  shall be made which would impair the rights of any holder of an
award of restricted stock or option or stock appreciation  rights or stock bonus
theretofore  granted,  without his or her written consent, or which, without the
approval of the shareholders, would:

          (a) except as is provided in Section 13,  increase the maximum  number
     of shares of Common Stock reserved for the purpose of the Plan;

          (b)  change  the class of  persons  eligible  to  receive  an award of
     restricted stock or options or stock appreciation rights under the Plan; or

          (c) extend the duration of the Plan.

     The Board may amend the terms of any award of restricted stock or option or
stock appreciation rights theretofore  granted,  retroactively or prospectively,
but no such  amendment  shall impair the rights of any holder without his or her
written consent.

     17.  Duration.  The Plan  shall be  adopted  by the Board as of the date on
which it is approved by a majority of the Company's stockholders, which approval
must occur  within the period  ending  twelve  months after the date the Plan is
adopted.  The Plan shall  terminate  upon the earlier of the following  dates or
events to occur:

     (a) upon the adoption of a resolution of the Board,  terminating  the Plan;
or

     (b) the date all shares of Common Stock  subject to the Plan are  purchased
according to the Plan's provisions; or

     (c) ten years from the date of adoption of the Plan by the Board.

     No such  termination of the Plan shall affect the rights of any Participant
hereunder and all options or stock  appreciation  rights previously  granted and
restricted stock and stock bonuses awarded hereunder shall continue in force and
in operation after the termination of the Plan,  except as they may be otherwise
terminated in accordance with the terms of the Plan.

     18. Definitions.


          (a)  "Award"  means  each  option  or stock or  other  awards  granted
     pursuant to the Plan.

          (b) "Board" means the Company's  Board of Directors or such  committee
     of two or more  persons  selected by the Board to  administer  this Plan to
     whom, and to the extent, the Board has delegated its powers hereunder.

          (c) "Code" shall mean the Internal  Revenue Code of 1986, as it may be
     amended from time to time.

          (d) "Common  Stock" means the Voting Common Stock,  par value $.01 per
     share, of the Company,  and shall include such shares which are substituted
     for shares of the Company's Common Stock pursuant to Section 13.

          (e)  "Company" as applied as of any given time shall mean  Outsourcing
     Solutions Inc., a Delaware  corporation,  except that if prior to the given
     time  any  corporation  or  other  entity  shall  have  acquired  all  or a
     substantial  part of the assets of the  Company  (as herein  defined),  and
     shall have agreed to assume the obligations of the Company under this Plan,
     then such  corporation or other entity shall be deemed to be the Company at
     the given time.

          (f) "Fair Market Value" means such value as the Board,  in good faith,
     shall  determine  on the  relevant  date  (without  discount  for  lack  of
     marketability or minority  interest);  provided that if the Common Stock is
     publicly  traded on an  established  securities  market,  fair market value
     shall be (i) if shares of Common Stock are listed on a national  securities
     exchange,  the mean between the highest and lowest sales price per share of
     Common  Stock on the  consolidated  transaction  reporting  system  for the
     principal national  securities exchange on which shares of Common Stock are
     listed on that date,  or, if there shall have been no such sale so reported
     on that  date,  on the  last  preceding  date on  which  such a sale was so
     reported,  (ii) if shares of Common  Stock are not so listed but are quoted
     on the Nasdaq  National  Market,  the mean  between  the highest and lowest
     sales  price per share of Common  Stock  reported  by the  Nasdaq  National
     Market on that date,  or, if there shall have been no such sale so reported
     on that  date,  on the  last  preceding  date on  which  such a sale was so
     reported or (iii) if shares of Common Stock are not so listed or quoted but
     are traded in the over-the-counter market, the mean between the closing bid
     and asked price on that date, or, if there are no quotations  available for
     such date, on the last  preceding  date on which such  quotations  shall be
     available,  as reported by the Nasdaq Stock Market,  or, if not reported by
     the Nasdaq Stock Market, by the National Quotation Bureau Incorporated.

          (g) "Incentive  Stock Option" means  "incentive  stock options" within
     the meaning of Section 422 of the Code.

          (h)  "Participants"  shall have the  meaning  ascribed to such term in
     Section 4.

          (i)  "Subsidiary"  means any  corporation  in which the Company  owns,
     directly or indirectly,  stock possessing 50% or more of the total combined
     voting power.