EARN-OUT AGREEMENT

          THIS EARN-OUT  AGREEMENT  ("Agreement")  made as of October 8, 1997 by
and  among  NSA  Acquisition  Corporation,  a New  York  corporation  ("Buyer"),
Outsourcing Solutions Inc., a Delaware corporation ("OSI"),  North Shore Agency,
Inc., a New York corporation ("North Shore"),  Automated Mailing Services, Inc.,
a New York corporation  ("AMS"),  Mailguard  Security Systems,  Inc., a New York
Corporation  ("Mailguard"),  and DMM Consultants, a sole proprietorship of David
Klein ("DMM Consultants;" collectively, the "Sellers").

                                    RECITALS

          A. Pursuant to an asset purchase  agreement among OSI, Buyer,  Sellers
and certain other  parties,  dated October 8, 1997 (the  "Purchase  Agreement"),
Buyer acquired the assets of Sellers, effective this date.

          B. Pursuant to Section 2.3 of the Purchase  Agreement,  payments under
this Earn-out Agreement shall be additional purchase price consideration for the
Assets (as defined in the Purchase Agreement) of Sellers.

          C. All capitalized terms used herein which are defined in the Purchase
Agreement  shall have the  meanings  herein as are ascribed to such terms in the
Purchase Agreement unless otherwise expressly provided for herein.

          NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter  set forth,  the parties  hereto,  intending to be legally bound, do
hereby agree as follows:

          1. Definitions and Related Matters.

     (a) "1997 Baseline EBITDA" shall mean $4,011,000.

     (b) "Baseline EBITDA" shall mean $3,761,000.

     (c) "Buyer  Benefit  Package"  shall  mean the  employee  benefits  package
contemplated  by Buyer to be offered to certain  employees  of Buyer on or after
January 1, 1998 in lieu of or in addition to certain employee benefits available
to such employees during their term of employment with Sellers;  such additional
benefits may include the establishment of a bonus plan for certain employees, an
alternative  medical  coverage  plan, a dental  plan,  an  accidental  death and
disability  insurance program, a long term disability  insurance program, a life
insurance program, an alternative 401(k) program, an employee assistance program
and a vision plan. The Buyer Benefit  Package may also include the employment of
a human resources executive.

     (d) "Earnings" shall mean earnings of Buyer for purposes of calculating the
Earn-out  Payments.  Earnings shall be determined for purposes of this Agreement
with the following considerations:  (i) actual moving (non-capitalized) expenses
related to the relocation of Seller's  operations  during 1997 and/or 1998 shall
not be included as expenses for purposes of calculating Earnings up to a maximum
possible aggregate  exclusion of $450,000 and (ii) no overhead expenses from OSI
shall be charged  against the earnings of Buyer other than  expenses  related to
matters for which Buyer receives direct benefits.  In addition,  notwithstanding
the first  sentence of this  subsection  1(d),  Earnings  for the First  Payment
Period (as defined below) shall be Earnings of North Shore,  AMS,  Mailguard and
North Shore Canada  (collectively,  the "North Shore Affiliated  Group") for the
period from January 1, 1997 to the Closing Date (the "NSA  Period") and Earnings
of Buyer for the period from the Closing  Date through  December  31, 1997;  and
provided  further that the Earnings of the North Shore  Affiliated Group for the
NSA Period shall be adjusted as follows:  (i) salary  expense for Jerome Goodman
shall be reduced to an amount  equal to the amount of such expense as if it were
incurred  at the same rate as the salary  expense to be  incurred  by Buyer with
respect  to Jerome  Goodman  following  the date  hereof;  (ii) fees paid to DMM
Consultants shall be reduced to $379,851;  (iii) salary expense for Joan Goodman
shall be  reduced  to zero;  (iv)  automobile  expenses  shall be reduced by the
amount incurred for the Toyota "Four Runner" automobile;  (v) salary expense for
maintenance  personnel  shall be reduced by  $20,000;  (vi)  certain  travel and
entertainment  and other  miscellaneous  expenses  incurred  by  members  of the
Goodman  family shall be reduced by an amount not to exceed  $10,000;  and (vii)
appropriate  FICA and  Medicare  expenses  shall be  reduced as  appropriate  in
connection with the reductions referred to in clauses (i), (iii) and (v) of this
sentence.

     (e) "Earn-out Payments" shall mean the payments made to Sellers pursuant to
Sections 2(a), 2(b) and 2(c).

     (f)  "EBITDA"  shall  mean  Earnings   before  interest   expense,   taxes,
depreciation and amortization, each item determined in accordance with GAAP.


          2. Payments.

     (a) For the 12 month period  ending  December 31, 1997 (the "First  Payment
Period"), Buyer will pay Sellers in cash an amount equal to 50% of the amount by
which EBITDA for the First Payment Period exceeds 1997 Baseline EBITDA.

     (b) For each of the 12 month periods ending  December 31, 1998 (the "Second
Payment Period")  December 31, 1999 (the "Third Payment  Period"),  and December
31, 2000 (the "Fourth Payment Period"), Buyer will pay Sellers in cash an amount
equal to 50% of the  amount by which  EBITDA  for the  relevant  Payment  Period
exceeds Baseline EBITDA.

     (c) In addition to the  payments  contemplated  by Sections  2(a) and 2(b),
Buyer will pay Sellers an amount in cash  depending  on the EBITDA for the First
Payment Period as set forth in the following table:

EBITDA for First Payment Period                           Payment to Sellers
-------------------------------                           ------------------
Equals or exceeds 1997 EBITDA Baseline                          $1,500,000
$3,961,000 to $4,010,999                                        $1,250,000
$3,911,000 to $3,960,999                                        $1,000,000
$3,861,000 to $3,910,999                                          $750,000
$3,811,000 to $3,860,999                                          $500,000
$3,761,000 to $3,810,999                                          $250,000
$3,760,999 or below                                                     -0-

     (d) With  respect to the payment for each  Payment  Period,  Buyer will pay
(and OSI will  cause  Buyer to pay) to  Sellers  a  preliminary  payment  of the
aggregate  Earn-out  Payment  due  pursuant  to  Sections  2(a)  and (b) for the
applicable   Payment   Period  on  the  date  Buyer   submits  its   preliminary
determination  to the Sellers  pursuant to Section  3(a)  ("Preliminary  Payment
Date").  In addition,  with respect to the First Payment Period,  Buyer will pay
(and OSI will  cause  Buyer to pay) to  Sellers  a  preliminary  payment  of the
Earn-out Payment due pursuant to Section 2(c) on the Preliminary Payment Date to
the extent OSI  determines  such payment is due to Sellers.  Buyer shall pay any
additional  payments  required  pursuant to Section 3(b) promptly  following the
final and binding  determination,  pursuant to this  Agreement,  of the Earn-Out
Payments  for the  applicable  Payment  Period.  To the extent the amount of the
Earn-Out Payment is less than the aggregate of preliminary  payments  previously
paid for the  applicable  Payment  Period,  Sellers  shall  refund the amount in
excess to Buyer promptly following the final and binding determination, pursuant
to this Agreement, of the applicable Earn-Out Payment.

     (e) Payment of the Earn-Out  Payments shall be distributed among Sellers in
accordance with Schedule 2.5 of the Purchase Agreement.

          3. Determination of Earn-out Payments; Arbitration.


     (a) The  determination  of the  amount  of the  Earn-out  Payments  for any
Payment  Period shall be determined by OSI promptly  after the completion of the
applicable  Payment  Period.  The  determinations  of the amount of the Earn-out
Payments  shall be submitted to the Seller Group  Representative  within 75 days
after end of the applicable Payment Period; provided, however, the determination
of the amount of any  Earn-out  Payment for the First  Payment  Period  shall be
submitted  to the Seller  Group  Representative  within 90 days after end of the
First Payment Period. After such submission and upon request of the Seller Group
Representative, OSI will provide the Seller Group Representative with reasonable
access to its records  relating to the  determination  of the amount of Earn-Out
Payments.   If  the  Seller  Group   Representative   does  not  object  to  the
determination  by OSI of the  applicable  Earn-out  Payment by written notice of
objection (the "Notice of  Objection")  delivered to OSI within 20 business days
after receipt by Sellers of such  determination,  the proposed  Earn-out Payment
shall be deemed final and binding.

     (b) If the Seller  Group  Representative  delivers a Notice of Objection to
the  determination of the Earn-out  Payments within the appropriate time period,
such  Notice of  Objection  to describe  in  reasonable  detail each of Sellers'
proposed adjustments to the proposed  determination of the Earn-out Payment, the
Seller Group Representative and OSI shall negotiate in good faith to resolve any
differences.  If after 15 business days following such notice (the  "Negotiation
Period") any of such objections have not been resolved (the "Disputed Matters"),
then such  Disputed  Matters  shall be  submitted  to  arbitration  in  Chicago,
Illinois.  The arbitrator (the "Arbitrator")  shall be Price Waterhouse LLP. Any
reference  herein to the  Arbitrator  shall be deemed to  include  any member or
employee  thereof (who is a certified  public  accountant)  that such firm shall
designate as the Arbitrator on its behalf.  The  Arbitrator  shall consider only
the Disputed Matters,  and the arbitration shall be conducted in accordance with
the Commercial Rules of the American Arbitration Association then in effect. The
Arbitrator  shall act promptly to resolve all Disputed  Matters and its decision
with respect to all Disputed Matters shall be final and binding upon the parties
hereto and shall not be appealable to any court.  The Arbitrator shall render an
opinion in  writing  setting  forth the basis of its  decision  on the  Disputed
Matters.  Each party  shall pay all costs and  expenses  incurred  by such party
incident to the  arbitration,  provided the costs and expenses of the Arbitrator
shall be shared equally by Sellers and OSI. Any portion of the Earn-out  Payment
that is affected  by the  Disputed  Matter  shall not be  distributed  until the
resolution of the Disputed Matter,  and upon such resolution any increase in the
Earn-out Payment shall be distributed to Sellers.

          4.  Outsourcing  Mail Volume.  OSI shall use  commercially  reasonable
efforts to increase the EBITDA of Buyer by outsourcing  mail  processing  volume
generated from OSI  subsidiaries,  taking into account  reasonable  economic and
logistical factors.  Pricing for such outsourced mail volume shall be negotiated
between Sellers and OSI based on reasonably  competitive  alternatives available
to OSI.  If the parties  are unable to agree on  pricing,  performance  or other
relevant  terms,  OSI shall be under no obligation  to outsource  mail volume to
Buyer pursuant to this section.

          5. Management of Buyer.

     (a) The operational  aspects of the business of Buyer shall be conducted in
all material  respects,  taken as a whole,  as Seller  conducted the operational
aspects of the Business prior to the Closing Date; provided, however, that Buyer
(i) may implement the Buyer Benefit  Package and (ii) may alter the  operational
aspects  of the  business  of Buyer if, in the  reasonable  view of the board of
directors of Buyer,  operational  aspects  require  revision in order to operate
such  business  in  compliance  with  law.  Notwithstanding  clause  (i)  of the
preceding sentence, if the marginal expenses of the Buyer Benefit Package (i.e.,
expenses in excess of such category of expenses that would have been incurred by
the  Business  without  implementation  of the  Buyer  Benefit  Package)  exceed
$500,000  in any  calendar  year,  Sellers  shall have the right  consider  such
expenses a "Disputed Management Matter" (as defined in the next section) if such
expenses  are  unreasonable  in light of the  revenues  being  generated  by the
Business in the applicable year.

     (b) In the event Buyer takes  actions  contrary  to  provisions  of Section
5(a), the Seller Group Representative shall promptly notify OSI in writing. Such
notice  shall  describe  in  reasonable  detail the basis for the  Seller  Group
Representative's belief that the Buyer has taken action contrary to Section 5(a)
("Disputed Management Matters"). After delivery of such notice, the Seller Group
Person  and OSI  shall  negotiate  in good  faith  (i) to  revise  the  Earn-Out
Agreement to appropriately  reflect the then current operations of Buyer or (ii)
to agree that no such revisions are necessary or  appropriate.  Revisions to the
Earn-Out  Agreement may include reducing Baseline EBITDA or adjusting the method
of determining EBITDA for any or all payment periods. If, after 15 business days
following such notice (the "Management Negotiation Period"), any of the Disputed
Management Matters have not been resolved,  then the Disputed Management Matters
shall be submitted to arbitration  in Chicago,  Illinois.  The  arbitrator  (the
"Arbiter") shall be a partner, member or employee within the consulting group of
Price  Waterhouse  LLP. The Arbiter shall consider only the Disputed  Management
Matters,  and  the  arbitration  shall  be  conducted  in  accordance  with  the
commercial  rules of the American  Arbitration  Association  then in effect.  In
making its determination, the Arbiter shall take into consideration, among other
factors,  the effects of the amount and timing of any  expenditures  proposed by
Buyer on the Earn-out  Payments.  The Arbiter  shall act promptly to resolve all
Disputed   Management   Matters  (i)  by  revising  the  Earn-Out  Agreement  to
appropriately  adjust for the Disputed Management Matters or (ii) by determining
that no revisions to the Earn-Out  Agreement are necessary or  appropriate.  The
Arbiter's decision with respect to all Disputed  Management Matters and the need
for any revisions to the Earn-Out  Agreement shall be final and binding upon the
parties  hereto and shall not be appealable  to any court.  Each party shall pay
all costs and  expenses  incurred  by such party  incident  to the  arbitration,
provided that the costs and expenses of the Arbiter  shall be shared  equally by
the Sellers  and OSI.  The  provisions  of this  Section  5(b) shall be the sole
remedy of Seller in connection with any action taken by OSI or Buyer contrary to
Section 5(a).

          6. General.

     (a) Captions. The captions herein have been inserted solely for convenience
of reference  and in no way define,  limit or describe the scope or substance of
any provision of this Agreement.

     (b) Amendments and Status as Parties. This Agreement may be amended only by
a writing signed by OSI, Buyer and Sellers

     (c) Waivers.  Neither this  Agreement  nor any term or condition  hereof or
right hereunder may be waived or shall be deemed to have been waived or modified
in whole or in part by any party or by the  forbearance of any party to exercise
any of its rights  hereunder,  except by written  instrument  executed  by or on
behalf of that party.

     (d)  Assignment.  This  Agreement  shall be  binding  upon and inure to the
benefit of the parties  hereto and may not be  assigned  by Sellers  without the
consent of OSI,  except that each  Seller may assign its rights to the  Earn-out
Payments to its shareholders.

     (e) Counterparts.  This Agreement may be executed in counterparts,  each of
which shall be deemed an original,  and all of which together  shall  constitute
one and the same instrument.

     (f) Entire  Agreement.  This Agreement  constitutes the entire agreement of
the parties hereto relating to the subject matter hereof, and the parties hereto
have made no agreements,  representations or warranties  relating to the subject
matter of this Agreement that are not set forth herein.

     (g) Governing Law. The execution,  interpretation  and  performance of this
Agreement  shall  be  governed  by the  internal  laws of the  state of New York
without giving effect to principles of conflicts of law.

     (h) Merger,  Consolidation,  Etc. In the event Buyer merges or consolidates
with another entity,  or all or substantially all of Buyer's assets are acquired
by another corporation, prior to the payment of Earn-out Payments for the Fourth
Payment Period,  OSI and Buyer shall cause the surviving or acquiring  entity to
assume the obligations of Buyer under this Agreement and to account for payments
under  this  Agreement  consistent  with the  practices  of Buyer  prior to such
acquisition, merger or consolidation.

     (i)  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:

              If to Buyer or OSI:

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

              If to the Seller Group Representative or Sellers:

              Jerome Goodman
              North Shore Agency, Inc.
              117 Cuttermill Road
              Great Neck, NY  11021
              Fax: (516)466-9391

              copy to:

              Pryor, Cashman, Sherman & Flynn
              410 Park Avenue
              New York, NY 10022
              Attention: Eric B. Woldenberg
              Fax: (212) 326-0806

     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  ARBITRATION  PROVISIONS  WHICH MAY BE ENFORCED BY THE
PARTIES HERETO.


          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be executed as of the day and year first above written.


NSA ACQUISITION CORPORATION


By: /s/ Peter D. Waldstein
   -------------------------------
    Peter D. Waldstein
    Vice President

OUTSOURCING SOLUTIONS INC.


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

 North Shore Agency, Inc.


By: /s/ Jerome Goodman
   -------------------------------
    Jerome Goodman
    President

Automated Mailing Services, Inc..


By: /s/ Jerome Goodman
   -------------------------------
    Jerome Goodman
    President



Mailguard Security Systems, Inc.


By: /s/ Jerome Goodman
   -------------------------------
    Jerome Goodman
    President




/s/ David Klein
----------------------------------
David Klein, as sole proprietor
of DMM Consultants