OUTSOURCING SOLUTIONS INC.

                                    DIRECTOR

                        STOCK OPTION AWARD AGREEMENT [D]


               This  Agreement  (this  "Agreement"),  dated  as of ,  199x  (the
"Agreement  Date"), is made between  Outsourcing  Solutions Inc. (the "Company")
and  _________  (the  "Optionee").  All  capitalized  terms that are not defined
herein shall have the meaning as defined in the Outsourcing  Solutions Inc. 1995
Stock Option and Stock Award Plan, as amended (the "Plan").


                              W I T N E S S E T H :


               1. Grant of Option.  Pursuant to the  provisions of the Plan, the
Company  hereby grants to the Optionee,  subject to the terms and  conditions of
the Plan and subject further to the terms and conditions  herein set forth,  the
right and option to purchase from the Company all or any part of an aggregate of
xxxxx  shares of the $0.01 par value  common  stock of the Company  (the "Common
Stock") at a per share  purchase  price  equal to $25.00  (the  "Option"),  such
Option to be  exercisable  as  hereinafter  provided.  The  Option  shall not be
treated as an  incentive  stock option as defined in Section 422 of the Internal
Revenue Code of 1986, as amended.

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

               (a)Expiration Date.  The Option shall expire ten (10) years after
the  Agreement Date.


               (b)Exercise of Option.

               (i)(1) Subject to the other terms of this Agreement and the Plan,
the Option may be  exercised  on or after the dates  indicated  below as to that
percentage  of the total shares of Common Stock  covered by the Option set forth
opposite each such date,  plus any shares of Common Stock as to which the Option
could have been exercised previously, but was not so exercised:

         Agreement Date and applicable
         anniversary of Agreement Date                              Percentage
               Agreement Date                                           28%
               One-year anniversary                                     24%
               Two-year anniversary                                     24%
               Three-year anniversary                                   24%

               (ii)(2)Notwithstanding   the  foregoing   provisions  of  Section
2(b)(i)(1)  hereof,  but otherwise  subject to the other terms of this Agreement
and the Plan,  immediately  prior to a "Sale of the Business," as defined in and
contemplated by Section 2.4 of the Stockholders Agreement, dated as of September
21, 1995, as amended and restated on January 10, 1996 and February 16, 1996, and
as may be further  amended from time to time,  by and among OSI Holdings  Corp.,
the MDC  Entities,  APT,  the  Management  Stockholders  and the  Non-Management
Stockholders (all as defined therein) (the "Stockholders Agreement"), the Option
shall become fully  exercisable with respect to the total shares of Common Stock
subject to the Option for which the Option was not previously exercised.

               (iii) The Option shall  terminate upon the  termination,  for any
reason, of the Optionee's directorship with the Company, and no shares of Common
Stock  may  thereafter  be  purchased  under  the  Option,  except,  subject  to
expiration of the Option pursuant to Section 2(a) hereof, as follows:

               (1) Upon  retirement of the Optionee as a director of the Company
        after  five (5)  years of  service,  the  Option  shall,  to the  extent
        exercisable  in accordance  with Section  2(b)(i)  hereof on the date of
        such retirement,  remain exercisable,  in whole or in part, for a period
        of three (3) years following such retirement.

               (2) Upon  termination  of service as a director of the Company by
        reason  of  death,  the  Option  shall,  to the  extent  exercisable  in
        accordance  with  Section  2(b)(i)  hereof as of the date of such death,
        remain  exercisable,  in whole or in part, for a period of two (2) years
        after  the  date  of the  Optionee's  death,  by  his  heir,  the  legal
        representative of his estate or by the legatee of the Optionee under his
        last will.

               (3) Upon  termination  of service as a director of the Company by
        reason of  disability  (as defined in the last  sentence of this Section
        2(b)(iii)(3)) the Option shall, to the extent  exercisable in accordance
        with Section 2(b)(i) hereof as of the date of such  termination,  remain
        exercisable,  in whole or in part,  for a period  of one (1) year  after
        such  termination.  For purposes of this Agreement,  "disability"  shall
        mean an inability  (as  determined by the other members of the Board) to
        perform  duties and services as a director of the Company by reason of a
        medically  determinable  physical  or mental  impairment,  supported  by
        medical evidence,  which can be expected to last for a continuous period
        of not less than eight (8) months.

               (4) If the  Optionee  dies  after  termination  of  service  as a
        director  of the  Company  under  paragraph  (1) or (3) of this  Section
        2(b)(iii)  above  during  the  three  or  one  year  period   specified,
        respectively,  in such  paragraphs,  the  Option  shall,  to the  extent
        exercisable in accordance with such  applicable  paragraph (1) or (3) as
        of the date of the Optionee's death, remain exercisable,  in whole or in
        part, for a period of two (2) years after the date of his death,  by the
        Optionee's  heir,  the  legal  representative  of his  estate  or by the
        legatee of the Optionee under his last will.

               (iv)  Any  exercise  of all or any  part of the  Option  shall be
accompanied by a written  notice to the Company  specifying the number of shares
of  Common  Stock as to which  the  Option  is being  exercised.  Upon the valid
exercise of all or any part of the Option, a certificate (or  certificates)  for
the  number of  shares  of Common  Stock  with  respect  to which the  Option is
exercised  shall be issued in the name of the Optionee or other person  entitled
to  exercise  the  Option,  subject to the other  terms and  conditions  of this
Agreement and the Plan.  Notation of any partial  exercise  shall be made by the
Company on Schedule 1 attached hereto.

               (c) Consideration. At the time of any exercise of the Option, the
purchase  price of the shares of Common  Stock as to which the  Option  shall be
exercised shall be paid to the Company:

               (i) in United  States  dollars  by personal  check, bank draft or
        money order, or

               (ii) if permitted by applicable  law, by tendering to the Company
        Common Stock,  duly endorsed for transfer to the Company,  already owned
        for at least six (6) months  prior to the  tender  thereof by the person
        exercising the Option,  which may include shares  received as the result
        of a prior exercise of an Option, having a Fair Market Value on the date
        of  such  exercise  of the  Option  equal  to the  cash  exercise  price
        applicable to such shares of Common Stock, or

               (iii) by a combination of the  consideration  provided for in the
        foregoing clauses (i) and (ii) above having a total Fair Market Value on
        the date of such  exercise of the Option equal to the purchase  price of
        such shares of Common Stock.

               (d)  Nontransferability.  The  Option  shall not be  transferable
other  than by will or by the laws of  descent  and  distribution  and  shall be
exercisable during the Optionee's lifetime only by him.

               (e)  Withholding  Taxes.  At the time of receipt of Common  Stock
upon  the  exercise  of all or any part of the  Option,  the  Optionee  shall be
required to pay to the Company in cash any taxes of any kind  required by law to
be withheld with respect to such Common Stock. In no event shall Common Stock be
delivered to any person  exercising the Option until such person has paid to the
Company in cash, or made arrangements  satisfactory to the Company regarding the
payment  of, the amount of any taxes of any kind  required by law to be withheld
with respect to the Common Stock  subject to the Option,  and the Company  shall
have the right to deduct any such taxes from any  payment of any kind  otherwise
due to the Optionee.

               (f) No Rights as Shareholder.  Neither the Optionee nor any other
person shall become the  beneficial  owner of the shares of Common Stock subject
to the Option, nor have any rights to dividends or other rights as a shareholder
with respect to any such shares,  until the Optionee has exercised the Option in
accordance with the provisions hereof and of the Plan.

               (g) No Right to  Continued  Directorship.  The  Option  shall not
confer upon the  Optionee any right to be retained in the service of the Company
as a director or otherwise.


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

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

               3. Investment  Representation.  If at the time of exercise of all
or part of the Option the Common Stock is not  registered  under the  Securities
Act of 1933,  as amended  (the  "Securities  Act"),  and/or  there is no current
prospectus in effect under the  Securities Act with respect to the Common Stock,
the Optionee shall execute,  prior to the issuance of any shares of Common Stock
to the Optionee by the Company,  an agreement (in such form as the Committee may
specify) in which the  Optionee  represents  and  warrants  that the Optionee is
purchasing  or  acquiring  the  shares  acquired  under this  Agreement  for the
Optionee's own account, for investment only and not with a view to the resale or
distribution  thereof,  and represents and agrees that any subsequent  offer for
sale or distribution of any of such shares shall be made only pursuant to either
(i) a registration  statement on an appropriate  form under the Securities  Act,
which registration  statement has become effective and is current with regard to
the  shares  being  offered  or  sold,  or (ii) a  specific  exemption  from the
registration  requirements of the Securities Act, but in claiming such exemption
the Optionee shall, prior to any offer for sale or sale of such shares, obtain a
prior  favorable  written  opinion,  in form and substance  satisfactory  to the
Committee,   from  counsel  for  or  approved  by  the  Committee,   as  to  the
applicability of such exemption thereto.

               4.  Disposition  of Common  Stock.  Any  shares  of Common  Stock
received by the Optionee  upon  exercise of the Option (or any interest or right
in such shares) cannot be sold,  assigned,  pledged or transferred in any manner
except as permitted by the Stockholders Agreement.

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

               6.  Notices.  Any  notice  hereunder  to  the  Company  shall  be
addressed to it at 390 South Woods Mill Road, Suite 150, Chesterfield,  Missouri
63017,  Attention:  Chief  Financial  Officer,  and any notice  hereunder to the
Optionee shall be addressed to him at Commonwealth  Holdings,  Inc., 444 Madison
Avenue,  Suite 703,  New York,  New York  10022,  subject to the right of either
party to designate at any time hereafter in writing some other address.

               7. Governing Law. The validity, interpretation,  construction and
performance  of this  Agreement  shall be  governed  by the laws of the State of
Delaware  applicable to contracts  executed and to be performed  entirely within
said state.

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

               9.  Modification.  This Agreement may not be modified or amended,
nor may any provision  hereof be waived,  in any way except in writing signed by
the parties hereto.

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


               IN WITNESS  WHEREOF,  Outsourcing  Solutions Inc. has caused this
Agreement to be executed by an appropriate officer and the Optionee has executed
this Agreement, both on the day and year first above written.


                                            OUTSOURCING SOLUTIONS INC.




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






_______________________________(L.S.)
Optionee


<PAGE>





                                                                      SCHEDULE 1


NOTATIONS AS TO PARTIAL EXERCISE


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