ASSIGNMENT AND STOCK PURCHASE AGREEMENT

     THIS ASSIGNMENT AND STOCK PURCHASE AGREEMENT, dated as of December 10, 1999
(this "Agreement"),  is made by and among Outsourcing Solutions Inc., a Delaware
corporation  (the  "Company"),  Madison  Dearborn  Capital  Partners  III,  L.P.
("MDP"),  Madison Dearborn Special Equity III, L.P.  ("MDSE"),  Special Advisors
Fund  I,  L.L.C.  ("SAE"),  DB  Capital  Investors,  L.P.  ("DB"),  First  Union
Investors,  Inc.  ("First  Union"),  Abbott  Capital  1330  Investors  II,  L.P.
("Abbott"),  Abbott Capital Private Equity Fund III, L.P.  ("Abbott  III"),  BNY
Partners Fund, L.L.C.  ("BNY"),  FBR Financial Fund II, L.P. ("FBR") and Harvest
Opportunity  Partners,  L.P.  ("Harvest",  and along with MDSE,  SAE,  DB, First
Union,  Abbott,  Abbott III,  BNY and FBR a  "Purchaser"  and  collectively  the
"Purchasers").  Except as otherwise indicated, capitalized terms used herein are
defined in Section 7 hereof.

     WHEREAS,  MDP,  the Company and others are parties to a Stock  Subscription
and Redemption Agreement, dated as of October 8, 1999, and attached as Exhibit 1
hereto,  and a First Amendment to Stock  Subscription and Redemption  Agreement,
dated as of the date hereof,  and attached as Exhibit 2 hereto (as amended,  the
"Recapitalization Agreement");

     WHEREAS,  MDP  wishes to assign  certain of its rights in, to and under the
Recapitalization  Agreement to the  Purchasers,  and the  Purchasers  wish to be
assigned  certain  of  MDP's  rights  in,  to  and  under  the  Recapitalization
Agreement;

     NOW  THEREFORE,  subject  to the  terms  and  conditions  set  forth in the
Recapitalization  Agreement  and  other  good and  valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereto
agree as follows:

     Section  1.  Assignment.  Subject  to the  terms and  conditions  set forth
herein, MDP hereby grants, transfers and assigns to each Purchaser, individually
and not  jointly  and  severally,  the right  pursuant  to the  Recapitalization
Agreement  to purchase  from the Company  such shares of Voting  Common Stock or
Non-Voting  Common  Stock,  as  applicable,  as set forth on Schedule 1 attached
hereto together with all rights, title, interest and remedies related thereto as
set forth in the  Recapitalization  Agreement or that may otherwise be available
under applicable law (the  "Assignment").  Each Purchaser,  individually and not
jointly  and  severally,  hereby  accepts  the  Assignment;  provided,  that the
obligations of each Purchaser  pursuant to this  Assignment  shall be limited to
the extent of the obligations  set forth in this  Agreement.  The Company hereby
consents to the Assignment.

     Section 2. Sale of Common Stock. Pursuant to the Assignment, and subject to
the terms and  conditions of the  Recapitalization  Agreement,  the Company will
sell to each Purchaser,  and each Purchaser will purchase from the Company, such
shares as set forth on Schedule 1 of Voting  Common  Stock,  par value $0.01 per
share (the "Voting Common Stock") and Non-Voting  Common Stock,  par value $0.01
per share (the "Non-Voting Common Stock", together with the Voting Common Stock,
the "Common  Stock"),  as  applicable,  for a purchase price of $37.54 per share
(being  the same  purchase  price per share of Voting  Common  Stock paid by MDP
under the Recapitalization Agreement).

     Section 3. The Closing.  The closing of the sale and purchase of the Common
Stock  hereunder (the "Closing") will take place at the offices of White & Case,
1155 Avenue of the  Americas,  New York,  New York 10036.  At the  Closing,  the
Company will deliver to each Purchaser a certificate or certificates  evidencing
the  number  of  shares  of  Common  Stock to be  purchased  by such  Purchaser,
registered in the name of such Purchaser  against  payment of the purchase price
therefor by delivery of a cashier's or certified  check or checks of immediately
available  funds or by wire transfer of  immediately  available  funds to a bank
account designated by the Company.

     Section 4. Conditions Precedent to Sale of Common Stock.

     4.A. Conditions to Each Party's Obligations.  The respective obligations of
each of the  parties  hereto  to  effect  the  transactions  set  forth  in this
Assignment  shall be subject to fulfillment or waiver at or prior to the Closing
of each of the  conditions  set forth in  Section  5.01 of the  Recapitalization
Agreement.

     4.B.  Conditions to  Obligations  of the Company.  The  obligations  of the
Company to effect the sale of the Common Stock pursuant to this Assignment shall
be subject to the fulfillment at Closing of the following conditions, any one of
which may be waived by the Company.

     (a) The  representations  and warranties of each Purchaser set forth herein
shall be true and correct in all respects.

     (b) Each  Purchaser  shall have  performed  and  complied  in all  material
respects with
all of the covenants and agreements  and satisfied in all material  respects all
of the conditions  required by this  Assignment to be complied with or satisfied
by each Purchaser at or prior to Closing.

     (c) Each other condition set forth in Section 5.02 of the  Recapitalization
Agreement shall be fulfilled at or prior to the Closing.

     4.C.  Conditions to Obligations of each Purchaser.  The obligations of each
Purchaser to effect the purchase of the Common Stock pursuant to this Assignment
shall be subject to the fulfillment at Closing of the following conditions,  any
one of which may be waived by the  applicable  Purchasers  with  respect  to its
obligations:

     (a) The  representations  and  warranties  of the Company set forth  herein
shall be true and correct in all respects.

     (b) The Company shall have performed and complied in all material  respects
with all of the covenants and agreements and satisfied in all material  respects
all of the  conditions  required  by  this  Assignment  to be  complied  with or
satisfied by the Company at or prior to Closing.

     (c) Each other condition set forth in Section 5.03 of the  Recapitalization
Agreement shall be fulfilled at or prior to the Closing.

     Section 5.  Representations  and  Warranties  of the  Company.  The Company
hereby represents and warrants to each Purchaser each of the representations and
warranties  of the  Company  set forth in Section  3.01 of the  Recapitalization
Agreement,  which are incorporated herein, were true and correct in all respects
when made on October 8, 1999.

     Section 6. Purchasers' Representations and Warranties.

     6.A. Purchasers' Investment  Representations.  Each Purchaser individually,
and not jointly or severally,  hereby  represents that he or it is acquiring the
Common  Stock  purchased  hereunder  for his or its own account with the present
intention of holding such securities for investment  purposes and that it has no
intention of selling such  securities in a public  distribution  in violation of
federal or state  securities laws;  provided that nothing  contained herein will
prevent  the  Purchaser  and the  subsequent  holders  of such  securities  from
transferring   such  securities  in  compliance  with  applicable  law  and  the
Stockholders Agreement.  Each certificate for Common Stock will be conspicuously
imprinted with a legend substantially in the form set forth in Section 10 of the
Stockholders Agreement.

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

     (i) the  Purchaser  is an  "accredited  investor" as defined in Rule 501(a)
under the Securities Act; and

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

     Section 7. Definitions.

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

     "Certificate  of  Incorporation"  means the  Company's  Fourth  Amended and
Restated Certificate of Incorporation.

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

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

     "Stockholders Agreement" means the Stockholders Agreement,  dated as of the
date hereof, by and among the parties hereto and others.

     Section 8. Miscellaneous.

     8.A.  Amendments  and Waivers.  Except as otherwise  provided  herein,  any
provision hereof may be amended or waived generally and the Company may take any
action  herein  prohibited,  or omit to perform  any act herein  required  to be
performed  by it, only if the Company has  obtained  the written  consent of the
holders of at least a majority of the outstanding  shares of Common Stock issued
hereunder  and,  to the  extent  that  any  modification,  amendment  or  waiver
adversely affects the rights of the holders of any class of Common Stock, by the
holders  of at least a  majority  of the  outstanding  shares  initially  issued
hereunder of such adversely affected class of Common Stock. No course of dealing
between the  Company and any holder of Common  Stock or any delay on the part of
any such  holder in  exercising  any  rights  hereunder  or under any  agreement
contemplated hereby or under the Certificate of Incorporation or the Bylaws will
operate as a waiver of any rights of any such holder.

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

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

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

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

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

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

     8.H. Notices.  All notices,  demands or other communications to be given or
delivered  under or by reason of the  provisions  of this  Agreement  will be in
writing and shall be delivered  personally  or by telex or telecopy as described
below or by reputable  overnight courier,  and shall be deemed given on the date
on which such  delivery is made.  If delivered by telex or telecopy such notices
or communications shall be confirmed by a registered or certified letter (return
receipt requested), postage prepaid. 1.I.
<PAGE>

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

                                   OUTSOURCING SOLUTIONS INC.

                                   By: /s/ Gary L. Weller
                                       -----------------------------
                                   Its: EVP
                                       -----------------------------


                                   MADISON DEARBORN CAPITAL PARTNERS
                                       III, L.P.

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

                                          By     Madison Dearborn Partners, Inc.
                                          Its    General Partner

                                               By /s/ Paul R. Wood
                                                  ------------------------------
                                               Its
                                                  ------------------------------


                                   MADISON DEARBORN SPECIALTY EQUITY
                                       III, L.P.

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

                                          By     Madison Dearborn Partners, Inc.
                                          Its      General Partner

                                               By /s/ Paul R. Wood
                                                  ------------------------------
                                               Its
                                                  ------------------------------
                                   SPECIAL ADVISORS FUND I, LLC

                                   By /s/ Paul R. Wood
                                   ------------------------------
                                   Its
                                   ------------------------------
<PAGE>

                                   ABBOTT CAPITAL 1330 INVESTORS II, L.P.

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

                                      By /s/ Thomas W. Hallagan
                                         ------------------------------
                                          Name: Thomas W. Hallagan
                                          Title: Manager

                                   ABBOTT CAPITAL PRIVATE EQUITY FUND III, L.P.

                                      By   Abbott Capital Management, L.L.C.
                                      Its  General Partners

                                      By /s/ Raymond L. Held
                                         ------------------------------
                                          Name: Raymond L. Held
                                          Title: Managing Director

                                   BNY PARTNERS FUND, L.L.C.

                                      By   BNY Private Investment Management,
                                                Inc.
                                      Its  Member Manager

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

                                   FBR FINANCIAL FUND II, L.P.

                                   By: /s/
                                      ------------------------------
                                   Its: Senior Managing Director
                                      ------------------------------

                                   HARVEST OPPORTUNITY PARTNERS, L.P.

                                   By: /s/ Joseph Jolson
                                      ------------------------------
                                   Its: Manager
                                      ------------------------------
<PAGE>

                                   FIRST UNION INVESTORS, INC.

                                   By: /s/
                                      ------------------------------
                                   Title:
                                      ------------------------------
<PAGE>
                                   DB CAPITAL INVESTORS, L.P.
                                   By: DB Capital Partners, L.P.
                                   Its: General Partner

                                   By DB Capital Partners, Inc.

                                   By: /s/ Tyler Zachem
                                       -----------------------------
                                       Name: Tyler Zachem
                                       Title: Managing Director