OUTSOURCING SOLUTIONS INC.

                           --------------------------

                         CONSENT SOLICITATION STATEMENT

                            ------------------------

       Relating to its 11% Senior Subordinated Notes due November 1, 2006

                               CUSIP No. 690132AC9

                            ------------------------

        Outsourcing  Solutions Inc., a Delaware corporation (the "Company"),  is
hereby  soliciting  consents (the  "Consents"),  on the terms and subject to the
conditions  set  forth  in this  Consent  Solicitation  Statement  (as it may be
supplemented  or amended  from time to time,  the "Consent  Statement")  and the
related  Consent Form (as it may be  supplemented  or amended from time to time,
the "Consent Form" and together with the Consent Statement,  the "Solicitation")
from holders (each, a "Holder" and,  collectively,  the "Holders") of at least a
majority  of the  aggregate  principal  amount  of its  outstanding  11%  Senior
Subordinated  Notes due November 1, 2006 (the  "Notes")  issued  pursuant to the
Indenture,  dated  November 6, 1996 (the  "Indenture"),  among the Company,  the
subsidiary  guarantors  named  therein  (collectively,   the  "Guarantors")  and
Wilmington Trust Company, as trustee (the "Trustee"),  to the waiver of: (i) the
Company's  obligations  under  Section  4.15  of the  Indenture,  including  its
obligation  to  make  a  Change  of  Control   Offer  in  connection   with  the
recapitalization  of the Company (the  "Recapitalization")  by an investor group
led by an affiliate of Madison Dearborn  Partners,  Inc.  ("MDP");  and (ii) the
failure by the Company to comply with certain technical requirements relating to
the qualification and operation of its financing  subsidiary,  OSI Funding Corp.
("OSI Funding"),  as an Unrestricted  Subsidiary under the Indenture and any and
all  consequences  arising  therefrom  under the  Indenture  (collectively,  the
"Waivers").

        The Company is offering to pay to each Holder who  provides  its Consent
at or prior to 5:00 p.m., New York City time, on the Expiration Date (as defined
below) a payment of $100 per $1,000 of principal  amount of Notes (the  "Consent
Payment").  The Company  will not be  obligated  to make any Consent  Payment in
respect of any  Consents  not  provided at or prior to 5:00 p.m.,  New York City
time,   on  the   Expiration   Date.   Subject  to  the   consummation   of  the
Recapitalization,  the Consent  Payment will be made on the Consent Payment Date
(as defined  below).  Capitalized  terms used in this Consent  Statement and not
otherwise defined herein have the meanings ascribed to them in the Indenture.

        In order to receive the Consent  Payment,  Holders of Notes must provide
their  Consents  (and not have revoked such  Consents) at or prior to 5:00 p.m.,
New York City  time,  on  November  19,  1999 (the  "Expiration  Date"),  unless
extended by the Company in its sole  discretion.  The Company reserves the right
to extend the Solicitation on a daily basis until 5:00 p.m., New York City time,
on the date on which  the  Requisite  Consents  (as  defined  below)  have  been
obtained.  Consents  may be  revoked  at any time prior to the date on which the
Company receives the Requisite Consents.

        MDP's   obligation  to  complete  the   Recapitalization   is  expressly
conditioned  upon the Company  receiving the Requisite  Consents to the Waivers.
See "The Recapitalization - Conditions."

        See "Certain  Considerations"  for a discussion of certain  factors that
should be considered in evaluating the Solicitation.

                 The Solicitation Agent for the Solicitation is:

                          Donaldson, Lufkin & Jenrette

                                November 9, 1999

<PAGE>
        Any Holder  desiring to give its Consent  should either (i) complete and
sign  the  Consent  Form  (or  a  facsimile  thereof)  in  accordance  with  the
instructions  in the Consent Form and mail or deliver it to MacKenzie  Partners,
Inc., the information  and tabulation  agent (the  "Information  Agent") or (ii)
request such Holder's  broker,  dealer,  commercial bank, trust company or other
nominee  to effect  the  transaction  for such  Holder.  A Holder  who has Notes
registered in the name of a broker,  dealer,  commercial  bank, trust company or
other  nominee  must  contact  that  entity if such  Holder  desires to give its
Consent.  A Letter of  Instruction  is contained in the  solicitation  materials
provided  along with this  Consent  Statement  which may be used by a beneficial
owner to instruct the record Holder to deliver Consents.

        In the  event  that the  Solicitation  is  withdrawn  or  otherwise  not
completed,  the Consent Payment will not be paid or become payable to Holders of
the Notes who have  validly  delivered  their  Consents in  connection  with the
Solicitation.  The Solicitation may be abandoned or terminated by the Company at
any time prior to the Consent  Payment Date for any reason.  The record date for
purposes of the Solicitation is November 5, 1999 (the "Record Date").

        If Consents are received from registered  Holders of at least a majority
of the  aggregate  principal  amount of the  outstanding  Notes as of the Record
Date,  such Consents will apply to all Notes issued under the Indenture and each
Holder of such Notes will be bound by such  Consents  regardless of whether such
Holder executed a Consent.

        NEITHER  THE  COMPANY  NOR  DONALDSON,   LUFKIN  &  JENRETTE  SECURITIES
CORPORATION (THE "SOLICITATION AGENT") MAKES ANY RECOMMENDATION AS TO WHETHER OR
NOT HOLDERS SHOULD PROVIDE THEIR CONSENTS IN RESPONSE TO THE SOLICITATION.

        Any  questions  regarding  the  Solicitation  should be  directed to the
Solicitation Agent. Requests for additional copies of this Consent Statement and
the Consent Form may be directed to the Information Agent. Beneficial owners may
also  contact  their  broker,  dealer,  commercial  bank or  trust  company  for
assistance concerning the Solicitation.

        THIS SOLICITATION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE  COMMISSION (THE  "COMMISSION")  NOR HAS THE COMMISSION PASSED UPON
THE FAIRNESS OR MERITS OF SUCH SOLICITATION NOR UPON THE ACCURACY OR ADEQUACY OF
THE  INFORMATION  CONTAINED  IN OR  INCORPORATED  BY  REFERENCE  IN THIS CONSENT
STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


<PAGE>


FORWARD LOOKING STATEMENTS

        This Consent Statement  (including the documents  incorporated or deemed
incorporated by reference herein) includes  "forward-looking  statements" within
the  meaning of  Section  27A of the  Securities  Act of 1933,  as amended  (the
"Securities  Act") and Section 21E of the  Securities  Exchange Act of 1934,  as
amended (the "Exchange Act"). All statements other than statements of historical
fact provided or incorporated by reference herein are forward looking statements
and may contain information about financial results, economic conditions, trends
and  known   uncertainties.   The   forward-looking   statements   contained  or
incorporated by reference herein are subject to certain risks and  uncertainties
that could cause actual results to differ materially from those reflected in the
forward-looking statements.  Factors that might cause such a difference include,
but are not limited to: (i) general  economic or business  conditions  affecting
the account  receivables  management  services  industry,  either  nationally or
regionally,  being  less  favorable  than  expected;  (ii)  expected  synergies,
economies of scale and cost savings from recent  acquisitions by the Company not
being fully realized or realized within the expected time frames; (iii) costs or
operational  difficulties  related to  integrating  the  operations  of recently
acquired  companies with the Company's  operations  being greater than expected;
(iv)  increased  competition  in the  accounts  receivable  management  services
industry;  (v) implementation of or changes in the laws, regulations or policies
governing the accounts  receivable  management  industry  that could  negatively
affect such industry;  (vi) changes in general economic conditions in the United
States;   (vii)  the  other  factors   discussed  under  the  caption   "Certain
Considerations" included elsewhere in this Consent Statement; and (viii) factors
discussed  from time to time in the  Company's  public  filings,  including  the
Annual  Report on Form 10-K for the year ended  December 31,  1998.  Readers are
cautioned not to place undue reliance on these forward-looking statements, which
reflect management's analysis,  judgment,  belief or expectations only as of the
date  hereof.  Neither the Company nor the  Solicitation  Agent  undertakes  any
obligation to publicly revise these forward-looking statements to reflect events
or circumstances that arise after the date hereof. In addition to the disclosure
contained  herein,  readers should  carefully review any disclosure of risks and
uncertainties  contained in other  documents the Company files or has filed from
time to time with the Commission  pursuant to the Exchange Act. See  "Additional
Information; Incorporation of Certain Information by Reference."


<PAGE>




                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
SUMMARY ..................................................................   1

BACKGROUND OF THE SOLICITATION............................................   3
        Outsourcing Solutions Inc.........................................   3
        Purpose of the Solicitation.......................................   3
        Source of Funds for Consent Payments..............................   3

THE RECAPITALIZATION......................................................   4
        General...........................................................   4
        Sources and Uses..................................................   5
        Conditions........................................................   5
        Indemnification...................................................   6
        Termination.......................................................   6
        Ancillary Agreements..............................................   6
        The Purchaser.....................................................   7
        Management........................................................   7
        New Senior Credit Facility........................................   8

THE SOLICITATION..........................................................  11
        Purpose of the Solicitation.......................................  11
        Consent Payment...................................................  13
        Requisite Consents; Record Date; Effective Date;
           Expiration Date................................................  13
        Waiver; Extensions; Amendments....................................  13
        Consent Procedures................................................  14
        Withdrawal Rights.................................................  16
        Fees and Expenses.................................................  16
        Information, Tabulation and Paying Agents.........................  17

CAPITALIZATION............................................................  18

UNAUDITED PRO FORMA FINANCIAL DATA........................................  19

CERTAIN CONSIDERATIONS....................................................  24
        Substantial Leverage; Ability to Service Debt.....................  24
        Additional Borrowings Available...................................  25
        Substantial Restrictions and Covenants............................  25
        Subordination; Asset Encumbrances.................................  25
        Control by Principal Stockholder..................................  26
        Holding Company Structure.........................................  26
        Competition.......................................................  26
        Impact of Governmental Regulation.................................  27
        Litigation........................................................  27
        Dependence on Key Management......................................  27
        Environmental Liabilities.........................................  27


CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS............................  28
        Tax Considerations for Consenting Holders.........................  28
        Tax Considerations for Non-Consenting Holders.....................  28
        Backup Withholding................................................  28

ADDITIONAL INFORMATION;

     INCORPORATION OF CERTAIN INFORMATION BY REFERENCE....................  29

MISCELLANEOUS.............................................................  30
ANNEX I .................................................................. A-1
ANNEX II.................................................................. A-3
ANNEX III................................................................. A-4


<PAGE>

                                     SUMMARY

        For  your  convenience,   the  Solicitation  is  summarized  below.  The
following  summary  is not  intended  to be  complete  and is  qualified  in its
entirety by reference to the more detailed  information included or incorporated
by reference in this Consent  Statement.  Holders of the Notes are urged to read
carefully this Consent Statement and the documents  incorporated by reference in
their  entirety.  Each of the  capitalized  terms used in this  summary  and not
defined herein has the meaning set forth elsewhere in this Consent Statement.

                                       The Solicitation

The Solicitation and            The Company is  soliciting  the  Consents  from
 Consent Payment......          the  Holders of the Notes  with  respect to the
                                Waivers.  The  Company  is  offering  to pay to
                                each Holder who  validly  consents to (and does
                                not revoke such  Consent) the Waivers  prior to
                                5:00  p.m.,   New  York  City   time,   on  the
                                Expiration  Date, the Consent  Payment for such
                                Notes.  The  Consent  Payment  will  be made on
                                the    date    of    the    closing    of   the
                                Recapitalization    (the    "Consent    Payment
                                Date").  The  Company's  obligation to make the
                                Consent Payment is expressly  conditioned upon,
                                and    subject   to,   the   closing   of   the
                                Recapitalization.

Purpose of the                  The  purpose of the  Solicitation  is to obtain
   Solicitation.......          the  Requisite  Consents  to the waiver of: (i)
                                the  Company's  obligations  under Section 4.15
                                of the  Indenture,  including its obligation to
                                make a Change of  Control  Offer in  connection
                                with the  Recapitalization and (ii) the failure
                                by  the   Company   to  comply   with   certain
                                technical    requirements   relating   to   the
                                qualification  and  operation of its  financing
                                subsidiary,  OSI  Funding,  as an  Unrestricted
                                Subsidiary  under the Indenture and any and all
                                consequences   arising   therefrom   under  the
                                Indenture.

Requisite Consents....          The duly  executed  (and not revoked)  Consents
                                of the registered  Holders of a majority of the
                                outstanding  aggregate  principal amount of the
                                Notes as of the Record Date (as  defined)  will
                                be  required  to effect the  Waivers  under the
                                Indenture  governing the Notes (the  "Requisite
                                Consents").

Effective Date .......          The    Consents    shall    become    effective
                                immediately  upon  the  Company  receiving  the
                                Requisite   Consents  and   certifying  to  the
                                Trustee that such Requisite  Consents have been
                                received (the "Effective  Date").  The Consents
                                shall cease to be  effective  in the event that
                                the  Solicitation is abandoned or terminated by
                                the  Company  for  any  reason   prior  to  the
                                Consent Payment Date.

Expiration Date.......          The  Expiration  Date  shall  be  November  19,
                                1999.  The  Company  will not be  obligated  to
                                accept   any   Consents   received   after  the
                                Expiration   Date.  The  Company  reserves  the
                                right to  extend  the  Solicitation  on a daily
                                basis until 5:00 p.m.,  New York City time,  on
                                the date on which the  Requisite  Consents have
                                been received.

Withdrawal Rights.....          Consents  may be  revoked  at any time prior to
                                the Effective  Date by following the procedures
                                described herein.

Record Date...........          Date  The   Record  Date  for  purposes  of  the
                                Solicitation  is   the   close  of  business  on
                                November 5, 1999.  Only  Holders  of Notes as of
                                the Record Date may execute Consentsand  receive
                                the Consent Payment.

Waiver; Extensions;             The Company  expressly  reserves the right,  in
  Amendments..........          its  sole  discretion,  subject  to  applicable
                                law,  at any  time or from  time  to  time,  to
                                waive  any  conditions  to  the   Solicitation,
                                extend the  Expiration  Date or amend the terms
                                of   the    Solicitation   or   terminate   the
                                Solicitation  before the Consent  Payment  Date
                                whether  or not  the  Requisite  Consents  have
                                been received.

Brokerage Commissions.          No  brokerage  commissions  are  payable by the
                                Holders  of  the  Notes  to  the   Solicitation
                                Agent,  the Information  Agent,  the Company or
                                the Paying Agent (as defined below).

Solicitation Agent....          Donaldson,   Lufkin   &   Jenrette   Securities
                                Corporation.

Information and
  Tabulation Agent....          MacKenzie Partners, Inc.

Paying Agent..........          U.S.  Bank  Trust  National   Association  (the
                                "Paying Agent").

Further Information...          Additional  copies  of this  Consent  Statement
                                may be obtained by contacting  the  Information
                                Agent  or  the  Solicitation   Agent  at  their
                                respective  telephone numbers and addresses set
                                forth  on  the  back  cover  of  this   Consent
                                Statement.   Copies  of  the  other   documents
                                incorporated   by   reference   herein  may  be
                                obtained as described  below under  "Additional
                                Information;     Incorporation    of    Certain
                                Information by Reference."

See "Certain  Considerations"  beginning on page 24 for a discussion  of certain
factors that should be considered in evaluating the Solicitation.


<PAGE>

                         BACKGROUND OF THE SOLICITATION

Outsourcing Solutions Inc.

        The  Company is one of the  largest  providers  of  accounts  receivable
management services in the United States with revenues of $497.8 million for the
twelve months ended June 30, 1999 (the "LTM Period").  The Company believes that
it  differentiates  itself  from its  competitors  by  providing a full range of
accounts  receivable  management  services  on a national  basis that allows its
customers to outsource the management of the entire credit cycle.  The Company's
breadth  of  services  across  all  stages  of the  credit  cycle  allows  it to
cross-sell services to existing customers as well as to expand its customer base
by providing  specific services to potential  customers in targeted  industries.
These services include contingent fee services,  portfolio  purchasing  services
and outsourcing services, which accounted for approximately 72%, 17%, and 11% of
revenues for the LTM Period, respectively.

          Contingent  fee services  involve  collecting on  delinquent  consumer
          accounts for a fixed percentage of realized collections or a fixed fee
          per account.

          Portfolio   purchasing   services  involve  acquiring   portfolios  of
          non-performing  consumer  receivables from credit grantors,  servicing
          such portfolios and retaining all amounts collected.

          Outsourcing   services   include   contract   management  of  accounts
          receivable, billing and teleservicing.

        The customer  base for the accounts  receivable  management  industry is
dominated by credit grantors in four end-markets: banks, health care, utilities,
and telecommunications.  Other significant sources of account placements include
retail  companies,  and  student  loan  and  other  governmental  agencies.  The
Company's customers include a full range of local,  regional and national credit
grantors  such as American  Express,  AT&T,  Citigroup,  First USA,  Sony,  Time
Warner, US West, Bally's,  New Jersey Department of Treasury and various student
loan guaranty  agencies  including the California  Student Aid  Commission,  the
Great Lakes Higher Education Corporation and USA Group Guaranty Services Inc. No
customer of the Company accounted for more than 5% of the Company's  revenues in
1998.

        The Company was formed in 1995 by McCown De Leeuw & Co., Inc., a private
equity investment firm, to acquire Account Portfolios,  Inc., one of the largest
purchasers  and servicers of  non-performing  accounts  receivables  portfolios.
Since the Company's  formation it has completed six additional  acquisitions and
has  established  itself as a leading  industry  consolidator.  The  Company has
experienced  significant  growth in its  business  through  internal  growth and
acquisitions,  with its revenues increasing from $29.6 million in 1995 to $497.8
million in the LTM Period.

Purpose of the Solicitation

        The purpose of the  Solicitation is to obtain the Requisite  Consents to
the  waiver  of:  (i)  the  Company's  obligations  under  Section  4.15  of the
Indenture,  including  its  obligation  to make a  Change  of  Control  Offer in
connection  with the  Recapitalization  and (ii) the  failure by the  Company to
comply with certain  technical  requirements  relating to the  qualification and
operation  of  its  financing  subsidiary,   OSI  Funding,  as  an  Unrestricted
Subsidiary  under the Indenture and any and all consequences  arising  therefrom
under the Indenture. See "The Solicitation - Purpose of the Solicitation."

Source of Funds for Consent Payments

        The funds  necessary  to pay the Consent  Payments  will come out of the
proceeds being raised to finance the Recapitalization. See "The Recapitalization
- Sources and Uses."

                              THE RECAPITALIZATION

General

        The Recapitalization will be effected pursuant to the Stock Subscription
and  Redemption   Agreement,   dated  as  of  October  8,  1999  (the  "Purchase
Agreement"),  between the  Company,  certain of its existing  stockholders  (the
"Stockholders"),  warrantholders (the  "Warrantholders")  and optionholders (the
"Optionholders" and, collectively with the Stockholders and Warrantholders,  the
"Equityholders"),   and  Madison   Dearborn  Capital  Partners  III,  L.P.  (the
"Purchaser"), a private equity investment fund.

        The  Recapitalization  will be effected  under the terms of the Purchase
Agreement as follows:

          Certain new investors,  which may include the Purchaser, will purchase
          from the Company  100,000  units for an  aggregate  purchase  price of
          $100.0  million.  Each unit will  consist  of one share of 14%  Senior
          Mandatorily  Redeemable  Preferred Stock (the "Preferred Stock") and a
          number of shares of Common Stock that,  together with all other shares
          of Common  Stock issued with the units,  represents  8.7% of the fully
          diluted  common equity of the Company as of the date of the closing of
          the Recapitalization (the "Closing").

          The Purchaser and certain other  investors will purchase  Common Stock
          from the Company for an  aggregate  purchase  price  ranging from $195
          million to $215 million, depending upon several factors, including the
          Company's  revolver  availability  at the Closing and the  transaction
          fees and  expenses of the  Recapitalization  payable by the Company or
          the  Purchaser.  The total  number of shares of Common Stock issued to
          the Purchaser will represent  approximately 78.0% of the fully diluted
          common equity of the Company as of the Closing.

          At the  Closing,  the  Company  will  redeem  all  of its  outstanding
          preferred stock.  Certain existing  stockholders will retain a portion
          of their shares of Common Stock (the "Rollover Shares"), such that the
          Rollover Shares will represent approximately 6.3% of the fully diluted
          common  equity of the Company as of the  Closing.  All other shares of
          Common Stock  (including  those issued upon the  conversion of all the
          Company's outstanding warrants) will be redeemed by the Company at the
          Closing  (the  "Redemption  Shares").  Each  Optionholder  will  elect
          whether  to retain  some or all of their  options to  purchase  Common
          Stock or to have them cashed out at the Closing.

          The aggregate  consideration  for the  Redemption  Shares will be $790
          million, plus or minus a working capital adjustment, and minus the sum
          of the Company's  debt at Closing,  the value of the Rollover  Shares,
          certain fees and expenses of the Company,  and amounts paid or payable
          by the Company with  respect to change of control  payments to certain
          employees pursuant to existing employment agreements.

        All outstanding  borrowings and obligations under the Company's existing
credit  agreement will be replaced and refinanced by a new $475.0 million senior
credit  facility  (the "New Senior  Credit  Facility")  at the Closing.  The New
Senior  Credit  Facility  will  consist of (i) a six-year  non-amortizing  $75.0
million  revolving  credit  facility  (approximately  $4.0  million  of which is
expected to be drawn at Closing) and (ii) a $400.0  million term loan  facility,
which will be  comprised of a $125.0  million  six-year  amortizing  term loan A
facility  and a $275.0  million  six and one  half-year  amortizing  term loan B
facility. See "- New Senior Credit Facility."

Sources and Uses

        The  following  table sets forth the expected  sources and uses of funds
(dollars in  millions) in  connection  with the  Recapitalization,  assuming the
Recapitalization  occurred on June 30, 1999.  The actual amounts of such sources
and  uses  may  differ  upon  consummation  of  the  Recapitalization  and  such
differences may be material.


     Sources of Funds       Amount          Uses of Funds            Amount
---------------------    ----------    -------------------        ------------
Notes.................   $  100.0      Refinance Existing
                                        Senior Credit Facility...    $ 415.5

New Senior
Credit Facility:                       Assumption of the Notes...      100.0

   Term Loans.........      400.0       Redemption of Capital
                                           Stock.................      249.7
   Revolving Credit
      Loans...........        4.0      Rollover Shares...........       15.8

Preferred Stock ......      100.0      Fees and Expenses.........       24.2

Common Equity
  Investment..........      195.4      Consent Payments .........       10.0

Rollover Shares ......       15.8      Other Indebtedness .......        5.5

Other Indebtedness ...        5.5
                          ---------                               ----------
   Total Sources .....   $  820.7          Total Uses..........      $ 820.7
                          =========                               ==========


Conditions

        The Purchase  Agreement  contains  customary  conditions to the Closing,
including that: (i) the  representations  and warranties of the parties are true
and correct;  (ii) the parties have performed all requirements  specified in the
Purchase  Agreement;  (iii) no  preliminary  injunction,  decree or other  order
exists that would prohibit the consummation of the transaction; (iv) no statute,
rule, regulation, executive order, decree or order of any kind exists that would
prohibit the  consummation of the  transaction;  (v) the parties have executed a
stockholders   agreement;   (vi)  the  parties  have   delivered  the  requested
certificates;  and (vii) the parties have  delivered the  requested  opinions of
counsel.

        The Purchaser's  obligation to complete the  Recapitalization is subject
to certain other conditions,  including that: (i) no material adverse change has
occurred; (ii) all necessary third party consents have been obtained;  (iii) the
Advisory  Services  Agreement,  dated  September  21,  1995,  by and between OSI
Holdings  Corp.  and MDC  Management  Company  III,  L.P.  has been  assigned to
Purchaser; (iv) certain conditions to the financing of the Recapitalization have
been  satisfied  including,  among others,  that Purchaser has obtained from the
Holders,  and the Trustee has taken all  necessary  actions with respect to, all
waivers,  consents  and  amendments  necessary  to (a) waive the  failure by the
Company  to  comply  with  certain  technical   requirements   relating  to  the
qualification  and operation of OSI Funding as an Unrestricted  Subsidiary under
the  Indenture  and  any  and  all  consequences  arising  therefrom  under  the
Indenture,  and (b) have the Holders  waive the  Company's  obligation to make a
Change of Control Offer or to make a Change of Control Payment,  in each case on
terms and  conditions  Purchaser  and the Company  each deem  satisfactory;  (v)
Purchaser has received the  resignations,  effective as of the Closing,  of each
non-employee director and officer of the Company and its subsidiaries other than
those whom the  Purchaser  has  specified in writing at least five business days
prior to the Closing;  (vi) the Company has  obtained  the vote of  stockholders
holding more than 75% of the voting power of all of the outstanding stock of the
Company  approving  payments  the Company has made or is or may be  obligated to
make that would be "parachute  payments" (within the meaning of Internal Revenue
Code ss. 280G(b)) so that any such payments either will not be excess  parachute
payments or will be exempt from treatment as a parachute  payment under Code ss.
280G(b);  (vii)  the  Company's  preferred  stock  has  been  exchanged  and the
Company's nonvoting common stock has been converted as specified in the Purchase
Agreement;   (viii)  the  Company  has  neither  received  notification  of  the
termination  of  its  business   relationship   with  its  major  customers  nor
experienced  any material  adverse  change in the Company's  contracts  with its
major  customers;  (ix) the stock to be redeemed has been delivered;  and (x) an
escrow  agreement  related to a potential  working  capital  adjustment has been
entered into.

Indemnification

        From and after the  Closing,  the Company  must and the  Purchaser  must
cause the Company to maintain in effect in the Certificate of  Incorporation  of
the Company the provisions with respect to indemnification  set forth in Article
Eight of the  Certificate  of  Incorporation  of the Company as in effect at the
Closing. Such provisions may not be amended, repealed, or otherwise modified for
a period of six (6) years from the  Closing in any manner  that would  adversely
affect the rights  thereunder of individuals  (or their estates) who at the date
of the  Purchase  Agreement  and/or  as of the  Closing  are or were  directors,
officers,  employees or agents of the Company or its  Subsidiaries,  unless such
modification is required by law.

Termination

        The  Purchase  Agreement  may be  terminated  and  the  Recapitalization
abandoned, at any time prior to the Closing:

        1.     by mutual consent of the Company and the Purchaser;

        2.     by the Company or the Purchaser if the  Recapitalization  has not
               been completed on or before December 31, 1999 (or such later date
               as may be agreed to in writing by the Company and the Purchaser),
               by reason of the failure of any condition to the  consummation of
               the Recapitalization which must be fulfilled to its satisfaction,
               provided that no party may  terminate  the Purchase  Agreement if
               such failure has been caused  primarily by such party's  material
               breach of the Purchase Agreement;

        3.     by  either  the  Company  or the  Purchaser  if (i) there are any
               inaccuracies,  misrepresentations  or breaches  of the  breaching
               party's  representations or warranties in the Purchase Agreement,
               such that the  nonbreaching  party's  obligation  to  effect  the
               Recapitalization  cannot be met, or (ii) the breaching  party has
               breached or failed to perform in all material respects any of its
               material  covenants or agreements  contained  within the Purchase
               Agreement  as to which  notice  has been  given to the  breaching
               party and the  breaching  party has  failed to cure or  otherwise
               resolve to the reasonable  satisfaction of the nonbreaching party
               within 15 days after receipt of such notice; or

        4.     by  the  Company  or  the  Purchaser  if  a  court  of  competent
               jurisdiction  or other  governmental  body has  issued  an order,
               decree or ruling or taken any other action restraining, enjoining
               or otherwise  prohibiting  the  transactions  contemplated by the
               Purchase Agreement and such order, decree, ruling or other action
               has become final and nonappealable.

        In  the  event  of the  termination  of the  Purchase  Agreement  by the
Purchaser  or the  Company,  written  notice will be given to the other party or
parties specifying the provision pursuant to which such termination is made, and
the Purchase Agreement will become void and have no effect, and there will be no
liability on the part of any party except under  certain  sections  that survive
any termination of the Purchase Agreement.

Ancillary Agreements

        Simultaneous  with  the  Closing,   an  escrow  agreement  (the  "Escrow
Agreement") and a stockholders agreement (the "Stockholders  Agreement") will be
entered into. The Escrow Agreement will be among McCown De Leeuw & Co., Inc., as
the seller's  representative  for the  Equityholders,  and an escrow agent to be
identified by McCown De Leeuw & Co., Inc., as Escrow Agent (the "Escrow Agent").
The Purchase  Agreement provides for adjustments to the redemption price payable
for the Redemption  Shares depending on Company's  closing date working capital,
and that as a result of such adjustments  certain payments may be required to be
made. To  facilitate  such  payments,  the Purchase  Agreement  provides for the
deposit  into  escrow of $5.0  million  otherwise  payable at the Closing to the
Equityholders.  The  Stockholders  Agreement  will be  among  the  Company,  the
Purchaser and certain  Equityholders  and will provide for,  among other things,
(i) the  composition of the Company's  Board of Directors  (the  "Board");  (ii)
certain "drag along" and "tag along" rights among the parties  thereto and (iii)
certain  restrictions  on the ability of the  Equityholders  to  transfer  their
shares of Common Stock.

The Purchaser

        MDP is one of the largest and most experienced private equity investment
firms in the United States.  MDP's  principals  manage Madison  Dearborn Capital
Partners III, L.P.  ("MDCPIII"),  a $2.2 billion investment fund raised in 1999,
Madison  Dearborn  Capital  Partners  II,  L.P.  ("MDCPII"),  a  $925.0  million
investment  fund raised in 1996, and Madison  Dearborn  Capital  Partners,  L.P.
("MDCP"),  a $550.0 million  investment fund raised in 1993.  Previously,  MDP's
principals built a $2.0 billion  management buyout and venture capital portfolio
at First  Chicago  Corporation.  MDP focuses on management  and venture  capital
transactions  and a wide range of other private  equity  investments,  including
growth equity financings,  recapitalizations and acquisition-oriented  financing
transactions.  MDP  focuses  on  investments  in  several  specific  industries,
including  financial  services,  communications,  natural  resources,  consumer,
health care and  industrial.  MDP's  long-standing  investment  philosophy is to
invest in companies that have outstanding management teams and the potential for
significant long-term equity appreciation.

Management

        Board  of  Directors.   Pursuant  to  the  Stockholders  Agreement,  the
authorized number of directors on the Board following the Recapitalization  will
be  established  at such number as will be  determined  from time to time in the
sole  discretion  of  MDCPIII.  The  Stockholders  Agreement  provides  that the
following  individuals  will  be  elected  to  the  Board:  (i)  one  individual
designated by MDCPIII who is a member of the Company's management, provided that
until the first annual meeting of the Company's  stockholders,  Timothy G. Beffa
will serve as such Management Director; and (ii) other individuals designated by
MDCPIII,  who will  initially  be Paul R.  Wood,  Timothy  M. Hurd and two other
persons to be specified by MDCPIII;  provided  that MDCPIII may authorize one or
more other persons to designate one or more additional individuals to be elected
to the Board on such terms and conditions as the Purchaser will determine in its
sole discretion.

        A brief description of each person who will serve on the Board following
the Recapitalization is set forth below:

        Paul R. Wood.  Mr. Wood has served as a principal of MDCPIII, MDCPII and
MDCP since their  respective  formations  in March  1999,  June 1996 and January
1993,  and as a Vice  President  or  Managing  Director of MDP,  their  indirect
general partner.  Prior to that time, Mr. Wood served as Vice President of First
Chicago  Venture  Capital,   which  comprised  the  private  equity   investment
activities of First Chicago  Corporation,  the holding  company  parent of First
National  Bank of Chicago.  Mr. Wood serves on the board of  directors  of Hines
Horticulture,  Inc.,  Eldorado  Bancshares Inc.,  Woods Equipment  Company and a
number of private companies.

        Timothy M.Hurd. Mr. Hurd has served as a principal of MDCPIII and MDCPII
since their respective formations in March 1999 and June 1996, and as a Director
of MDP, their indirect  general  partner.  Mr. Hurd joined MDP in 1996 following
his graduation  from Harvard  Business  School.  From 1992 to 1994, Mr. Hurd was
employed by Goldman,  Sachs & Co. Mr. Hurd also serves on the board of directors
of Woods Equipment Company.

        Timothy G. Beffa. Mr. Beffa has  served as  President,  Chief  Executive
Officer and a Director of the Company since August 1996.  From August 1995 until
August 1996, Mr. Beffa served as president and chief operating  officer of DIMAC
Corporation  and DIMAC DIRECT Inc. and a director of DIMAC DIRECT Inc. From 1989
until August 1995, Mr. Beffa served as a vice president of DIMAC Corporation and
as senior vice president and chief financial  officer of DIMAC DIRECT Inc. Prior
to joining the Company,  Mr.  Beffa was vice  president  of  administration  and
controller for the Internal  Division of Pet  Incorporated,  a food and consumer
products  company,  where he previously had been manager of financial  analysis.
Mr.  Beffa  currently  serves as a director of DIMAC  Holdings,  Inc.  and DIMAC
Corporation.

        Executive Officers.  All of the current non-director  executive officers
of the Company and its  subsidiaries  will continue to serve in such  capacities
following the  Recapitalization  on substantially  the same terms and conditions
other than those whom the  Purchaser  shall have  specified  in writing at least
five business days prior to the Closing.

New Senior Credit Facility

        DLJ Capital  Funding,  Inc.  has issued a  commitment  letter to MDCPIII
under  which it has  committed,  subject to the terms and  conditions  set forth
therein,  to provide  senior  secured  facilities  to the Company  under the New
Senior Credit  Facility.  The New Senior  Credit  Facility will consist of (i) a
six-year  non-amortizing $75.0 million revolving credit facility (the "Revolving
Facility") and (ii) a $400.0  million term loan facility (the "Term  Facility"),
which will be  comprised of a $125.0  million  six-year  amortizing  term loan A
facility  (the "Term A  Facility")  and a $275.0  million six and one  half-year
amortizing  term loan B facility (the "Term B  Facility").  Set forth below is a
brief  description  of the  material  terms of the New Senior  Credit  Facility.
Definitive  documents relating to the New Senior Credit Facility are still being
negotiated and thus the terms set forth herein are subject to change.

        Repayment

        The  Term  A  Facility  and  Term  B.   Facility   mature  in  quarterly
installments,   resulting  in  aggregate  annual  amortization   payments  as  a
percentage of the initial principal amount as follows:

        Year after Closing                              Annual Amortization
   -----------------------------                  ------------------------------
                                                  (In percentage of the initial
                                                              principal amount)

                                            Term A Facility     Term B Facility*
                                            ---------------     ----------------
1...............................                  0.0%                 1.0%
2...............................                  5.0%                 1.0%
3...............................                 10.0%                 1.0%
4...............................                 20.0%                 1.0%
5...............................                 25.0%                 1.0%
6...............................                 40.0%                94.5%


*       With  respect  to the Term B  Facility,  aggregate  annual  amortization
        payments as a percentage  of the initial  principal  amount are 1.0% for
        years 1-5.5 and 94.5% for year 6.5.

        Guarantees; Security

        The New Senior  Credit  Facility  will be  secured by a  first-priority,
perfected  lien on: (i)  substantially  all  property and assets  (tangible  and
intangible)  of the Company and its  present  and future  domestic  subsidiaries
(excluding OSI Funding),  including all capital stock of all direct and indirect
subsidiaries of the Company (excluding OSI Funding);  provided, however, that no
more than 65% of the equity  interests of non-U.S.  subsidiaries  of the Company
will be required to be pledged as  security;  (ii) 100% of the capital  stock of
the Company; and (iii) all intercompany indebtedness in favor of the Company and
its domestic subsidiaries (excluding OSI Funding).

        Interest

        At the Company's option,  the interest rates per annum applicable to the
Revolving  Facility,  Term A Facility and Term B Facility  will bear interest at
the  Administrative  Agent's alternate base rate or  reserve-adjusted  LIBO rate
plus, in each case, the applicable margins set forth below:

                                               Applicable Margins
                                    -----------------------------------------
                                    Alternate Base Rate       LIBO Rate
                                    -------------------       ---------
Revolving Facility...............         2.25%                 3.25%
Term A Facility..................         2.25%                 3.25%
Term B Facility..................         2.75%                 3.75%

        Commencing  after the first two full fiscal  quarters after the Closing,
the  applicable  margin to be used in  calculating  the interest rates under the
Revolving  Facility  and Term A  Facility  will be based  upon the  ratio of the
Company's total debt to EBITDA (the "Leverage Ratio") as follows:

                                                 Applicable Margins
                                 -----------------------------------------------
 Leverage Ratio                Alternate Base Rate                 LIBO Rate
 --------------                -------------------                 ---------
     >4.0x                            2.25%                          3.25%
     -
     >3.5x                            1.75%                          2.75%
     -
     >2.75x                           1.25%                          2.25%
     -
     <2.25x                           0.75%                          1.75%

        Interest  periods  for the LIBO rate will be, at the  Company's  option,
one, two, three or six months.  Interest for the LIBO rate loans will be payable
on the last  business  day of the  applicable  interest  period  thereof (or, if
earlier,  each third month following the commencement of such interest  period).
Interest on the alternative base rate loans will be payable monthly in arrears.

        Prepayments

        The Company is permitted to voluntarily prepay its obligations under the
New Senior Credit  Facility  without  penalty  (exclusive of customary LIBO rate
breakage costs). Obligations under the New Senior Credit Facility are subject to
customary, mandatory prepayments including, without limitation, with (i) 100% of
net cash  proceeds  from the  issuance  of debt  securities  and sales of assets
(subject to certain exceptions), (ii) 50% of net cash proceeds from the issuance
of  equity  securities  (subject  to the  exceptions  and the  maintenance  of a
specified leverage ratio) and (iii) 50% of excess cash flow proceeds (subject to
maintaining a specified leverage ratio).

        Conditions; Covenants; Events of Default

        The  effectiveness  of the New Senior Credit Facility will be subject to
customary conditions.

        The  New  Senior  Credit  Facility  will  contain  customary   covenants
restricting the Company's ability,  and the ability of its subsidiaries to (with
limited  exceptions),  among  other  things:  (i) incur debt,  (ii)  subject the
Company's  assets  to  liens  or  other  encumbrances,  (iii)  incur  contingent
liabilities, (iv) enter into sale/lease-back transactions,  (v) pay dividends or
similar  distributions,  (vi) sell assets other than in the  ordinary  course of
business,  (vii)  merge or  consolidate,  (viii)  enter into  transactions  with
affiliates, (ix) make investments or capital expenditures in excess of specified
levels and (x) refinance,  defease,  repurchase or prepay  subordinated debt. In
addition,  the New Senior  Credit  Facility  will  require  the  Company to meet
certain financial  performance tests,  including:  (i) a maximum leverage ratio,
(ii) a minimum interest  coverage ratio,  (iii) a minimum fixed charge ratio and
(iv) a minimum EBITDA.

        The New Senior Credit Facility will contain events of default  customary
for a recapitalization,  including, among others, a default under the New Senior
Credit Facility upon a change in control and defaults in other agreements.


<PAGE>
THE SOLICITATION

Purpose of the Solicitation

        Change of Control.  The Company is soliciting  Consents to the waiver of
the Company's  obligations  under Section 4.15 of the  Indenture,  including its
obligation  to  make  a  Change  of  Control   Offer  in  connection   with  the
Recapitalization.  Under  the  Indenture,  a Change of  Control  is  defined  to
include,  among other things, the acquisition by any Person or group (within the
meaning of Section  13(d)(3)  or  14(d)(2)  of the  Exchange  Act)  (other  than
Principals  and Related  Parties) of a direct or indirect  interest in more than
35% of the voting  power of the voting  stock of the Company by way of merger or
consolidation or otherwise.  Absent a waiver of the Company's  obligations under
Section  4.15,  the  Purchaser's  acquisition  of  approximately  78.0%  of  the
Company's  fully diluted common equity in connection  with the  Recapitalization
will  constitute a Change of Control  under the  Indenture.  Section 4.15 of the
Indenture and all related defined terms are set forth in their entirety on Annex
I attached hereto.

        Upon  receipt by the Company of the  Requisite  Consents,  the  Consents
being  solicited  hereby  will  become  effective  and the  Company  will not be
obligated to make a Change of Control  Offer or Change of Control  Payment under
Section 4.15 of the Indenture in  connection  with the  Recapitalization  to any
Holder of Notes regardless of whether such Holder executed a Consent. The waiver
being solicited hereby with respect to the Change of Control relates only to the
Company's obligations under Section 4.15 of the Indenture in connection with the
Recapitalization  and will not serve to waive any future  rights the Holders may
have under Section 4.15 of the Indenture, or to amend, alter or otherwise modify
any of the terms of the Indenture, including Section 4.15 thereof.

        Unrestricted  Subsidiary  Designation.  The Consents  will also serve to
waive the failure by the Company to comply with certain  technical  requirements
relating to the  qualification  and  operation  of its finance  subsidiary,  OSI
Funding,  as an  Unrestricted  Subsidiary  under the  Indenture  and any and all
consequences arising therefrom under the Indenture.

        In  September  1998,  the  Company  formed OSI  Funding as a  qualifying
special-purpose  finance  company  for  use in  helping  to fund  its  portfolio
purchasing   business.   Since   its   formation,   OSI   Funding   has  been  a
nonconsolidated,  bankruptcy-remote,  wholly owned subsidiary of the Company. In
connection with its formation,  OSI Funding  entered into a revolving  warehouse
financing  arrangement  for up to $100.0  million  of funding  capacity  for the
purchase  of loans  and  accounts  receivable  portfolios,  approximately  $35.0
million of which is currently utilized. A majority of all receivables portfolios
purchased  by the  Company  or its  subsidiaries  are now  sold  to OSI  Funding
utilizing such financing  arrangement.  Such  transactions  with OSI Funding are
required to be on the same  economic  terms as those by which the Company or its
subsidiaries  initially  purchases the  receivables  portfolio  from third party
credit grantors. A subsidiary of the Company, through a servicing agreement with
OSI  Funding,  provides  certain  administrative  and  collection  services on a
contingent  fee basis.  Through  OSI  Funding,  the  Company is able to fund the
purchase of  portfolios on an  off-balance  sheet basis,  thereby  substantially
increasing  the  Company's  available  cash flow for  servicing  its  debt.  The
Company's  initial  investment in OSI Funding was $2.5 million,  and the Company
has made investments in OSI Funding  aggregating $5.0 million,  inclusive of the
initial investment.

        Since the formation of OSI Funding,  the Company has treated OSI Funding
as  an  Unrestricted  Subsidiary  under  the  Indenture.   Unlike  a  Restricted
Subsidiary, which is required to guarantee payment of the Notes and generally is
subject  to the  covenant  restrictions  under the  Indenture,  an  Unrestricted
Subsidiary  is not required to guarantee  payment of the Notes and, for the most
part,  is not subject to such  covenant  restrictions.  Under the  Indenture,  a
Subsidiary is deemed to be a Restricted Subsidiary unless it otherwise qualifies
as an Unrestricted Subsidiary.

        In order for a Subsidiary to qualify as an Unrestricted Subsidiary,  the
following conditions must be satisfied: (i) the Subsidiary must be designated as
an  Unrestricted  Subsidiary by the Company's  Board of Directors  pursuant to a
Board Resolution and a certified copy of such Board Resolution, together with an
Officer's  Certificate  certifying  that  such  designation  complied  with  the
applicable  conditions  and was in  accordance  with the  provisions  under  the
Indenture relating to Restricted Payments,  must be filed with the Trustee under
the Indenture;  (ii) the Subsidiary has no Indebtedness  other than Non-Recourse
Debt;  (iii)  the  Subsidiary  is  not  a  party  to  any  agreement,  contract,
arrangement or  understanding  with the Company or any Restricted  Subsidiary of
the Company  unless the terms of any such  agreement,  contract,  arrangement or
understanding are no less favorable to the Company or such Restricted Subsidiary
than  those  that  might  be  obtained  at the  time  from  Persons  who are not
Affiliates of the Company;  (iv) the Subsidiary must be a Person with respect to
which neither the Company nor any of its Restricted  Subsidiaries has any direct
or indirect  obligation (a) to subscribe for additional  Equity Interests or (b)
to maintain or preserve such Person's  financial  condition or cause such Person
to achieve any specified levels of operating results; (v) the Subsidiary has not
guaranteed or otherwise  directly or indirectly  provided credit support for any
Indebtedness  of the  Company or any of its  Restricted  Subsidiaries;  (vi) the
Subsidiary  has at least  one  director  on its  board  directors  that is not a
director  or  executive  officer  of  the  Company  or  any  of  its  Restricted
Subsidiaries;  and (vii) the Subsidiary has at least one executive  officer that
is not a director or executive  officer of the Company or any of its  Restricted
Subsidiaries.  The definition of an Unrestricted  Subsidiary is set forth in its
entirety on Annex II attached hereto.

        It has recently  come to the  attention of the Company that, at the time
of  formation  of OSI Funding,  the Company  failed to take certain  ministerial
actions  to satisfy  the  technical  requirements  under the  Indenture  for the
designation of OSI Funding as an Unrestricted Subsidiary,  despite the fact that
it could have been designated as such at that time.  Namely, the Company did not
satisfy  items (i) and (vii) set  forth  above at the time of  formation  of OSI
Funding, and the Company's obligation under the terms of OSI Funding's financing
arrangements  to purchase an additional $2.5 million of equity in OSI Funding if
certain borrowing  thresholds were exceeded by OSI Funding  conflicted with item
(iv)(a)  set forth  above.  The Company  has since made this  additional  equity
investment in OSI Funding and currently does not have any obligation to purchase
or subscribe  for  additional  equity  interests  in OSI Funding.  But for these
deficiencies,  OSI Funding would have otherwise  satisfied the  requirements for
qualification  as an Unrestricted  Subsidiary under the Indenture at the time of
its  formation.  Had  OSI  Funding  been  properly  designated  an  Unrestricted
Subsidiary  from the time of its  formation,  the Company's  investments  in OSI
Funding would have been Permitted Investments under the Indenture.

        If OSI  Funding  were not to be treated as having  been an  Unrestricted
Subsidiary  since its  formation,  the Company  and OSI Funding  would not be in
compliance  with  certain  restrictive  covenants of the  Indenture.  If it were
determined  that the  Company  was not in  compliance  with the  Indenture,  the
Trustee or the  Holders of 25% of the  aggregate  principal  amount of the Notes
could  notify the Company to comply with such  restrictive  covenants  under the
Indenture,  and, if the Company failed to so comply within the applicable  grace
period,  could  declare the Notes to be  immediately  due and  payable.  In such
event,  the  aggregate  principal  amount of the Notes plus  accrued  and unpaid
interest  thereon to the date of  payment  would,  subject to the  subordination
provisions of the Indenture, then be due and payable.

        While the Company  believes  that its  failure to  properly  qualify and
operate OSI  Funding as an  Unrestricted  Subsidiary  under the  Indenture  is a
technicality and that  substantively OSI Funding should be treated as qualifying
as an Unrestricted  Subsidiary since its formation, in order to remove any doubt
as to the status of OSI Funding as an Unrestricted Subsidiary for the benefit of
the  Purchaser,  the  Company is seeking  the waiver of its  failure to properly
qualify and operate OSI Funding as an  Unrestricted  Subsidiary  and any and all
consequences  arising  therefrom.  Subject to the effectiveness of the Consents,
OSI Funding will be treated as having been duly  designated  as an  Unrestricted
Subsidiary  since its  formation.  Such  actions  will thereby cure any asserted
failure by the Company and OSI Funding to be in compliance  with the  provisions
of the  Indenture  arising  as a  result  of the  Company  not  having  properly
qualified and operated OSI Funding as an Unrestricted Subsidiary and any and all
consequences arising therefrom.

        Section 4.11 of the Indenture  requires that the Company  deliver to the
Trustee an opinion from an accounting,  appraisal or investment  banking firm of
national  standing  as to the  fairness  to the  Holders  of  the  Notes  of any
Affiliate  Transaction  or series of related  Affiliate  Transactions  involving
aggregate  consideration  in  excess of $5.0  million  (a  "Fairness  Opinion").
Section 4.11 of the Indenture is set forth in its entirety on Annex III attached
hereto.  The  execution of the servicing  agreement  between the Company and OSI
Funding in  connection  with the  formation of OSI Funding and the  transactions
undertaken  pursuant  thereto  from  time  to  time  thereafter  were  Affiliate
Transactions  involving  aggregate  consideration in excess of $5.0 million.  In
addition, on four occasions the sale of receivables portfolios by the Company to
OSI Funding involved  aggregate  consideration  in excess of $5.0 million.  As a
result, the Company was required in connection with the servicing  agreement and
such sales to obtain  Fairness  Opinions.  Although  the  Company did not obtain
Fairness  Opinions at such times,  it has since  retained an  appraisal  firm of
national  standing to provide such Fairness  Opinions.  The Company believes the
appraisal  firm  will be able to  provide  it with the  Fairness  Opinions.  The
Company expects to receive such Fairness Opinions prior to the completion of the
Recapitalization.  Upon  receipt  of  Fairness  Opinions  with  respect  to  the
transactions referred to above, the Company will have satisfied the requirements
of Section 4.11 of the  Indenture  with respect to any  potential  noncompliance
arising out of those transactions.

        The Waivers  constitute a single  proposal with respect to the Indenture
and a  consenting  Holder must Consent to the Waivers as an entirety and may not
consent selectively with respect to the Waivers.

        If the  Consents  are  received  from  registered  Holders of at least a
majority  of the  aggregate  principal  amount of the  outstanding  Notes,  such
Consents  will apply to all Notes issued under the  Indenture and each Holder of
such Notes will be bound by such  Consents  regardless  of whether  such  Holder
executed a Consent.

Consent Payment

        The  Consent  Payment is an amount in cash equal to $100 for each $1,000
of  principal  amount  of Notes as to  which  the  Consents  have  been  validly
delivered and not validly  revoked at or prior to 5:00 p.m., New York City time,
on the Expiration  Date. The Company will pay the Consent Payment on the Consent
Payment  Date,  subject  to the  Company's  right to abandon  or  terminate  the
Solicitation,  in its sole  discretion,  prior to the Consent  Payment  Date. In
addition,  the  Company's  obligation  to make the Consent  Payment is expressly
conditioned  upon,  and  subject  to,  the  Closing.   In  the  event  that  the
Solicitation  is withdrawn or otherwise not completed,  the Consent Payment will
not be paid or become payable to Holders of the Notes who have validly delivered
their Consents in connection with the Solicitation. In all cases, payment of the
Consent  Payment shall  constitute  consideration  with respect to the tender of
Consents and will be made only after timely receipt by the Information Agent and
acceptance  by the  Company  of (i) the  properly  completed  and duly  executed
Consents and (ii) any other documents required by the Consent.

        The Consent  Payments  will be  deposited by the Company with the Paying
Agent,  which  will act as agent for the  consenting  Holders  for  purposes  of
receiving  payment from the Company and transmitting  payments to the consenting
Holders on the Consent Payment Date.

Requisite Consents; Record Date; Effective Date; Expiration Date

        To effect the Waivers,  the registered holders of at least a majority of
the aggregate  principal amount of the Notes  outstanding under the Indenture as
of the Record Date must  tender  their  Consents  thereto.  Notwithstanding  the
foregoing,  for purposes of determining whether the Requisite Consents have been
delivered by the Holders,  Notes held by the  Company,  any  Guarantor or any of
their respective affiliates will be disregarded.

        The  Record  Date  for  purposes  of the  Solicitation  is the  close of
business on November  5, 1999.  Only  Holders of Notes as of the Record Date may
execute Consents and receive the Consent Payment.

        The  Consents  shall  become  effective  immediately  upon  the  Company
receiving  the  Requisite  Consents  and  certifying  to the  Trustee  that such
Requisite Consents have been received. The Consents shall cease to be effective,
and no Consent  Payment will be made in respect  thereof,  in the event that the
Solicitation  is abandoned or  terminated by the Company for any reason prior to
the Consent Payment Date.

        The Expiration  Date shall be November 19, 1999. The Company will not be
obligated to accept any Consents received after the Expiration Date. The Company
reserves the right to extend the  Solicitation on a daily basis until 5:00 p.m.,
New York  City  time,  on the date on which  the  Requisite  Consents  have been
received.

Waiver; Extensions; Amendments

        The  Company  expressly  reserves  the  right,  in its sole  discretion,
subject to applicable law at any time or from time to time, to:

      1.       abandon or terminate the  Solicitation for any reason at any time
               prior to the Consent Payment Date, not accept any Consents before
               the Consent  Payment Date whether or not the  Requisite  Consents
               have been  received by such date,  or postpone the  acceptance of
               any Consents or delay the Consent Payment for Consents accepted;

      2.       waive any  condition to the Solicitation and accept all  Consents
               previously delivered pursuant to the Solicitation;

      3.       extend the Expiration Date of the  Solicitation  and  retain  all
               Consents  tendered  pursuant  thereto, subject to the  withdrawal
               rights of Holders; and

      4.       amend the Solicitation in any respect until the Consents that are
               the subject  thereof are delivered.

If the Company extends the Solicitation or if, for any reason, the acceptance of
the  Consents is delayed or if the  Company is unable to accept the  Consents or
pay the Consent Payment pursuant to the Solicitation, then the Information Agent
may retain the delivered  Consents which have not been  previously  withdrawn on
behalf of the Company,  and such  Consents  may not be  withdrawn  except to the
extent consenting Holders are entitled to withdrawal rights.

        Any extension,  termination or amendment of the Solicitation may be made
by giving written or oral notice thereof to the Information Agent, which will be
followed as promptly as practicable  by a public  announcement  thereof.  In the
case of an extension,  a public  announcement will be issued prior to 9:00 a.m.,
New York City time,  on the next  business  day after the  previously  scheduled
Expiration Date of the Solicitation subject to such extension.  Without limiting
the manner in which the Company may choose to make any public announcement,  the
Company shall have no obligation to publish,  advertise or otherwise communicate
any such  public  announcement  other  than by making a release to the Dow Jones
News Service or otherwise as required by law. All Consents  provided pursuant to
the  Solicitation  prior to any extension and not  subsequently  withdrawn  will
remain subject to the Solicitation.

        The terms of any  extension or amendment  of the  Solicitation  may vary
from the original Solicitation.  There can be no assurance that the Company will
exercise its right to extend,  terminate or amend the Consent Statement.  If the
Company amends the terms of the  Solicitation,  such amendment will apply to all
Consents  delivered  pursuant  thereto  regardless of when or in what order such
Consents were  delivered.  The Company does not  presently  intend to change the
terms of the Solicitation, including the amount of the Consent Payment.

        If the Company makes a material change in the terms of the  Solicitation
or the  information  concerning the  Solicitation or waives any condition of the
Solicitation  that  results in a  material  change to the  circumstances  of the
Solicitation,   the  Company  will  disseminate  additional   Solicitations  and
solicitation  material if and to the extent  required by applicable law and will
extend the  Solicitation  if and to the extent  required  in order to permit the
Holders subject to the Solicitation adequate time to consider such materials. If
the Company decides, in its sole discretion, to increase or decrease the Consent
Payment,  the Company will, to the extent  required by applicable law, cause the
Solicitation to be extended,  if necessary so that the Solicitation remains open
at least until the  expiration  of three  business  days from the date that such
notice is first  published,  sent or given by the Company.  For purposes of this
paragraph,  "business day" has the meaning set forth in Rule  14d-1(c)(6)  under
the Exchange Act. In addition,  with respect to any other material change in the
Solicitation or the information  concerning the Solicitation,  the minium period
during which the  Solicitation  must remain open following such material  change
depends upon the facts and circumstances  including, the relative materiality of
such terms or information.

Consent Procedures

        The Notes are  currently on deposit with The  Depository  Trust  Company
("DTC") and are registered in the name of DTC's nominee,  Cede & Co., as nominee
holder of the  Notes.  Cede & Co.  will  execute  an  omnibus  proxy  which will
authorize its participants  (each, a  "Participant")  to consent with respect to
the Notes owned by it and held in the name of Cede & Co. as specified on the DTC
position  listing of Cede & Co.,  as of the  Record  Date,  with  respect to the
Notes. The term "Holder" as used in this Consent Statement means (i) each person
(a) in whose name the Notes are  registered  as of the Record Date; or (b) whose
name  appears  on a  securities  position  listing  of DTC as the  holder  of an
interest  in the  Notes as of the  Record  Date and whom DTC has  authorized  to
consent to the  Waivers  and (ii) any other  person who has been  authorized  by
proxy or in any other manner  acceptable  to the Company to vote Notes on behalf
of the registered Holder thereof.

        Pursuant to Section 9.04 of the Indenture, a Consent with respect to all
or a portion  of a Note is a  continuing  Consent  with  respect to such Note or
portion of a Note  notwithstanding  a  subsequent  transfer of ownership of such
Note.  Consents may be revoked prior to the Effective  Date,  only by the Holder
granting such Consent (or a duly  authorized  proxy of such person) by following
the procedures set forth herein.  Such revocation shall terminate the previously
delivered  Consent with respect to such Note unless a new Consent is given prior
to the Expiration Date by following the procedure set forth herein.

        Giving  a  Consent  will not  affect  the  right of a Holder  to sell or
transfer the Notes,  and such Consent shall be binding upon a subsequent  holder
of the Notes.

        The Company is  requesting  that any and all of the Holders  execute the
Consent  Form  accompanying  this  Consent  Statement.  The Consent Form must be
executed by the Holder in the same manner as the  Holder's  name  appears in the
register  maintained  by the  Trustee or on a DTC  securities  position  listing
reflecting  such Holder as an owner of such Notes. If the Notes are held in more
than one name, as reflected therein,  such Consent Form must be executed by each
such  Holder.   If  the  Consent   Form  is  signed  by  a  trustee,   executor,
administrator,  guardian,  attorney-in-fact,  officer of a corporation, or other
person acting in a fiduciary or representative  capacity,  such person should so
indicate  when  signing  and should  submit with the  Consent  Form  appropriate
evidence  of  authority  to execute the  Consent  Form.  If the Notes owned by a
Holder are held in different  names,  as  reflected in such  register or on such
securities  position  listing,  separate Consent Forms must be executed covering
all such  Notes.  If  applicable,  the  Consent  Form  should  set forth the DTC
participant  number  relating  to the Notes  with  respect to which a Consent is
given. In addition, if the Consent Form relates to less than the total principal
amount of the Notes at maturity held in the name of such Holder, the Holder must
list the  principal  amounts of the Notes at maturity to which the Consent  Form
relates.  Otherwise,  the  Consent  Form  will be  deemed to relate to the total
principal amount of the Notes at maturity held in the name of such Holder.

        Any beneficial owner whose Notes are registered in the name of a broker,
dealer,  commercial  bank,  trust  company  or other  nominee  and who wishes to
Consent  should  promptly  contact  the  person  in  whose  name its  Notes  are
registered  and  instruct  such  registered  Holder to Consent on its behalf.  A
Letter of Instruction is contained in the solicitation  materials provided along
with this Consent  Statement which may be used by a beneficial owner to instruct
the record Holder to deliver  Consents.  If a beneficial owner wishes to Consent
on its own behalf,  it must,  prior to  completing  and  executing  the Consent,
either make appropriate  arrangements to register  ownership of the Notes in its
name or obtain a properly  completed bond power from the registered  Holder. The
transfer of registered ownership may take considerable time.

        All questions as to the validity,  form,  eligibility (including time of
receipt) and the acceptance of Consents will be resolved by the Company,  in its
sole discretion,  whose determination shall be binding. The Company reserves the
absolute  right  to  reject  all  Consents  that are not in  proper  form or the
acceptance  of which  could,  in the opinion of its counsel,  be  unlawful.  The
Company also  reserves the right to waive any  irregularities  or  conditions of
delivery as to particular Consents, including the requirement that Consents must
be  delivered  prior to the  Expiration  Date in order to  receive  the  Consent
Payment.  Unless waived,  any  irregularities  in connection with the deliveries
must be cured within such time as the Company  determines.  None of the Company,
the Solicitation  Agent,  the Information  Agent, the Paying Agent and any other
person will be under any duty to give notification of any such irregularities or
waiver.  Deliveries  of such  Consents  will not be deemed to have been properly
made until such  irregularities have been cured or waived. The interpretation of
the Company of the terms and conditions of this Solicitation shall be binding.

        Consents to the Waivers, to be effective,  must be properly executed and
received by the Company prior to the Expiration  Date. The method of delivery of
all documents, including the fully executed Consent Form, is at the election and
risk of the Holder. Each Holder wishing to consent to the Waivers must complete,
sign and  date the  Consent  Form  accompanying  this  Consent  Statement  (or a
facsimile  thereof) in  accordance  with the  instructions  set forth herein and
therein  and  hand  deliver,  send by  overnight  courier  or send by  facsimile
transmission, to the Information Agent as follows:

                       By Mail, Overnight Courier or Hand:

                            MacKenzie Partners, Inc.

                                156 Fifth Avenue

                               New York, NY 10010

                             Attention: Simon Coope

                                  By Facsimile:

                                 (212) 929-0061

                              Confirm by Telephone:

                          (212) 929-5500 (Call Collect)

                           (800) 322-2885 (Toll Free)

        HOLDERS  WHO WISH TO CONSENT  SHOULD  HAND  DELIVER,  SEND BY  OVERNIGHT
COURIER OR SEND BY FACSIMILE TRANSMISSION, THEIR PROPERLY COMPLETED AND EXECUTED
CONSENT FORM TO THE INFORMATION  AGENT IN ACCORDANCE WITH THE  INSTRUCTIONS  SET
FORTH HEREIN AND THEREIN.  HOWEVER, THE COMPANY RESERVES THE RIGHT TO ACCEPT ANY
CONSENT  RECEIVED BY IT OR THE  INFORMATION  AGENT.  IN NO EVENT SHOULD A HOLDER
TENDER OR DELIVER NOTES.

Withdrawal Rights

        Consents may be revoked at any time prior to the  Effective  Date.  Each
properly  completed and executed  Consent will be counted,  notwithstanding  any
transfer of the Notes to which such Consent  relates,  unless the  procedure for
revoking Consents  described below has been complied with.  Consents may only be
revoked by the Holder granting such Consent (or a duly authorized  proxy of such
Holder).  For a revocation  of Consents to be effective  prior to the  Effective
Date a written notice must be received by the  Information  Agent at its address
set forth above or on the back cover of this Consent Statement.  Any such notice
of  revocation  must (i)  specify  the name of the person  having  executed  the
Consent being revoked, (ii) identify the aggregate principal amount of the Notes
held by such person, and (iii) be signed by the Holder in the same manner as the
original  signature  on the Consent or be  accompanied  by a bond  power,  and a
properly  completed  irrevocable  proxy,  in each case in the name of the person
revoking the Consent, in a satisfactory form as determined by the Company in its
sole discretion,  duly executed by the registered  Holder. A purported notice of
revocation  which lacks any of the required  information or is dispatched to any
other address will not be an effective withdrawal of a Consent previously made.

        Revocation of Consents can only be  accomplished  in accordance with the
foregoing procedures.

        Any  permitted  revocation  of Consents  may not be  rescinded;  and any
Consents  so  withdrawn  will  thereafter  be deemed not  validly  tendered  for
purposes of the Consent Payment;  provided,  however,  that revoked Consents may
again be tendered by following the  procedures  for tendering at or prior to the
Expiration Date.

        All questions as to the validity  (including time of receipt) of notices
of revocation will be determined by the Company,  in its sole discretion,  whose
determination will be final and binding.  None of the Company,  the Solicitation
Agent,  the  Information  Agent,  the Paying  Agent and any other person will be
under any duty to give  notification  of any  defects or  irregularities  in any
notice of revocation,  or shall incur any liability for failure to give any such
notification.

Fees and Expenses

        In addition to the fees and expenses payable to the Solicitation  Agent,
the Company  will pay the Paying Agent  reasonable  and  customary  fees for its
services (and will  reimburse it for its  reasonable  out-of-pocket  expenses in
connection  therewith),  and will pay  brokerage  houses  and other  custodians,
nominees and fiduciaries the reasonable  out-of-pocket expenses incurred by them
in  forwarding  copies  of  this  Solicitation  and  related  documents  to  the
beneficial owners of the Notes and in handling or forwarding their Consents.

Information, Tabulation and Paying Agents

        The Information and Tabulation  Agent for the  Solicitation is MacKenzie
Partners, Inc. All deliveries, correspondence and questions sent or presented to
the  Information  Agent relating to the  Solicitation  should be directed to the
address  or  telephone  number  set  forth  on the back  cover  of this  Consent
Statement.  The Company will pay the Information  Agent reasonable and customary
compensation  for  its  services  in  connection  with  the  Solicitation,  plus
reimbursement for reasonable  out-of-pocket expenses. The Company will indemnify
the  Information  Agent against  certain  liabilities and expenses in connection
therewith, including liabilities under the federal securities laws.

        U.S. Bank Trust  National  Association is acting as the Paying Agent for
the Company in connection with the Solicitation. The Company will pay the Paying
Agent   reasonable  and  customary   compensation   for  such   services,   plus
reimbursement for reasonable out-of-pocket expenses.

        Brokers,   dealers,   commercial  banks  and  trust  companies  will  be
reimbursed by the Company for customary  mailing and handling  expenses incurred
by them in forwarding material to their customers.  The Company will not pay any
fees or  commissions  to any  broker,  dealer or other  person  (other  than the
Information Agent) in connection with the Solicitation.


<PAGE>


CAPITALIZATION

        The following table sets forth the Company's unaudited capitalization as
of June 30, 1999,  on an actual basis and a pro forma basis giving effect to the
Recapitalization and related financing  transactions as if they occurred on such
date. The information in the following table should be read in conjunction  with
the "Unaudited  Pro Forma  Financial  Data"  included  elsewhere in this Consent
Statement.

                                                         Unaudited
                                                 -------------------------
                                                           As of
                                                       June 30, 1999
                                                 -------------------------
                                                 Actual          Pro Forma
                                                 ------          ---------
                                                   (dollars in millions)
Debt:
  Existing Senior Credit Facility                $ 415.5              $  -
  New Senior Credit Facility:(1)
    Revolving Credit Facility                          -               4.0
    Term A Facility                                    -             125.0
    Term B Facility                                    -             275.0
  Notes                                            100.0             100.0
  Other indebtedness                                 5.5               5.5
                                               ------------     -------------
     Total debt                                  $ 521.0           $ 509.5
  Preferred Stock                                      -             100.0
  Stockholders' deficit(2)                         (36.1)           (123.3)
                                               ------------     -------------
     Total capitalization                        $ 484.9           $ 486.2
                                               ============     =============


(1)     The New  Senior  Credit  Facility  will  provide  for  revolving  credit
        borrowings  of up to $75.0  million,  $4.0  million of which the Company
        expects to borrow at Closing.

(2)     See "Unaudited Pro Forma Consolidated Balance Sheet."


<PAGE>


UNAUDITED PRO FORMA FINANCIAL DATA

        The following  unaudited pro forma  financial  data (the  "Unaudited Pro
Forma  Financial  Data") of the Company have been derived by the  application of
pro forma adjustments to the historical  financial statements of the Company for
the periods indicated. The adjustments are described in the accompanying notes.

        The  Unaudited  Pro Forma  Statement  of  Operations  for the year ended
December  31, 1998 and the six month  period ended June 30, 1999 gives effect to
the Recapitalization and related financing transactions, as if such transactions
had occurred at the beginning of the earliest  period  presented.  The Unaudited
Pro Forma Balance Sheet as of June 30, 1999 gives effect to the Recapitalization
and related  financing  transactions  as if such  transactions  occurred on such
date.  The  Unaudited Pro Forma  Financial  Data do not give effect to any other
transactions except those discussed in the accompanying notes. The Unaudited Pro
Forma  Financial  Data are provided for  informational  purposes only and do not
purport to represent  the results of  operations  or  financial  position of the
Company had the  Recapitalization  and related  financing  transactions  in fact
occurred on such dates nor do they  purport to be  indicative  of the  financial
position or results of operations as of any future date or any future period.

        The Unaudited Pro Forma Financial Data and accompanying  notes should be
read in conjunction with the financial statements and accompanying notes thereto
and the other financial information incorporated by reference herein.


<PAGE>





                           OUTSOURCING SOLUTIONS INC.

                 UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

                             (Dollars in Thousands)


                                                       As of June 30, 1999
                                             -----------------------------------
                                             Historical  Adjustments   Pro Forma
                                             ----------  -----------   ---------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents - operating         $  6,889                  $ 6,889
Cash and cash equivalents held for clients      25,206                   25,206
Current portion of purchase loans and
accounts receivable portfolios                  30,202                   30,202
Accounts receivable - trade,                    45,165                   45,165
Other current assets                             9,209                    9,209
      TOTAL CURRENT ASSETS                     116,671                  116,671
PURCHASED LOANS AND ACCOUNTS RECEIVABLE
  PORTFOLIOS                                     8,902                    8,902
PROPERTY AND EQUIPMENT, net                     40,111                   40,111
DEFERRED FEES                                   12,307     $1,316(1)     13,623
INTANGIBLE ASSETS, net                         418,452                  418,452
OTHER                                            2,778                    2,778
      TOTAL ASSETS                            $599,221    $ 1,316      $600,537


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - trade                        $8,036                    8,036
Accounts payable - clients                      25,206                   25,206
Accrued salaries and wages                      13,190                   13,190
Current maturities of notes payable             18,749   $(15,304)(2)    3,445
Other current liabilities                       46,171                   46,171
      TOTAL CURRENT LIABILITIES                111,352                   96,048
                                                          (15,304)

NOTES PAYABLE, NET OF CURRENT PORTION
Term debt                                      370,700     26,550(2)    397,250
Revolver                                        26,700    (22,700)(2)     4,000
11% Senior Subordinated Notes                  100,000                  100,000
Other notes payable                              4,818                    4,818
OTHER LONG-TERM LIABILITIES                     21,743                   21,743
      TOTAL LIABILITIES                        635,313    (11,454)      623,859


REDEEMABLE PREFERRED STOCK                    $      -   $100,000(3)   $100,000
STOCKHOLDERS' EQUITY:
Common stock and additional paid in capital   $ 80,170   $(65,796)(4)  $ 14,374
Accumulated deficit                           (116,262)   (21,434)(4)  (137,696)
Total Stockholders' Deficit                    (36,092)   (87,230)     (123,322)
   TOTAL LIABILITIES, PREFERRED               $599,221   $  1,316      $600,537
   STOCK AND STOCKHOLDERS' EQUITY


    See related Notes to the Unaudited Pro Forma Consolidated Balance Sheet.
<PAGE>

           NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

                             (Dollars in Thousands)


1.   Reflects  deferred  debt  issuance costs  relating to the New Senior Credit
     Facility and deferred  costs  relating to the Consents  from Holders of the
     Notes of $12,750,  net of write-off of existing deferred financing costs of
     $11,434.

2.   Reflects  revolving  credit and term loan  borrowings  and the repayment of
     existing debt as follows:

Current portion of long term debt borrowings under
  the New Senior Credit Facility based
  on scheduled repayments                                       $       2,750

Retirement of existing OSI term loans                                 (18,054)
                                                               ----------------
Net Adjustment                                                  $     (15,304)
                                                               ================

Long term portion of term loan borrowings under the
  New Senior Credit Facility based
  on scheduled repayments                                       $     397,250

Retirement of existing OSI term loans                                (370,700)
                                                               ----------------
Net Adjustment                                                  $      26,550
                                                               ================

Initial draw of revolving credit notes under the
New Senior Credit Facility                                      $       4,000

Retirement of existing OSI revolving credit notes                     (26,700)
                                                               ----------------
Net Adjustment                                                  $      22,700)
                                                               ================


3.   Reflects the issuance of the Preferred Stock.

4.   Reflects the following relating to the Recapitalization:

Equity Purchase Price                                           $    (265,482)

Common Equity Investment                                              211,186

Equity related transaction expenses                                   (11,500)
                                                               ----------------

Net Adjustment                                                  $     (65,796)
                                                               ================

Consent Payment                                                 $     (10,000)

Write-off of deferred financing costs                                 (11,434)
                                                               ----------------
Total Adjustment                                                $     (21,434)
                                                               ================

<PAGE>

                           OUTSOURCING SOLUTIONS INC.

                  UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS(3)

                             (Dollars in Thousands)

                                               Year Ended December 31, 1998
                                       -----------------------------------------
                                    Historical      Adjustments       Pro Forma
                                    ----------      -----------       ---------
REVENUES                           $  479,400                       $  479,400
EXPENSES:

     Salaries and benefits            230,114                          230,114

     Service fees and other
       operating and administrative
       expenses                       140,888                          140,888

     Amortization of purchased
       loans and accounts receivable
       portfolios                      50,703                           50,703

     Amortization of goodwill and
       other intangibles               15,725                           15,725

     Depreciation expense              14,282                           14,282
                                    ---------                         --------
               Total expenses         451,712                          451,712
                                    ---------                         --------

OPERATING INCOME                       27,688                           27,68

INTEREST EXPENSE - Net                 50,627       $  1,955(1)         52,582
                                    ---------       --------          --------
LOSS BEFORE INCOME TAXES AND
MINORITY INTEREST                     (22,939)        (1,955)          (24,894)

PROVISION FOR INCOME TAXES                830              -(2)            830

MINORITY INTEREST                         572                              572
                                    ---------       --------          --------
NET LOSS                           $  (24,341)      $ (1,955)       $  (26,296)
                                    =========       ========          ========


                                               Six months Ended June 30, 1999
                                       -----------------------------------------
                                    Historical      Adjustments       Pro Forma
                                    ----------      -----------       ---------
REVENUES                           $  257,076                       $  257,076
EXPENSES:

     Salaries and benefits            122,162                          122,162

     Service fees and other
       operating and administrative
       expenses                        79,894                           79,894

     Amortization of purchased
       loans and accounts receivable
       portfolios                      20,477                           20,477

     Amortization of goodwill and
       other intangibles                8,204                            8,204

     Depreciation expense               7,225                            7,225
                                    ---------                         --------
               Total expenses         237,962                          237,962
                                    ---------                         --------

OPERATING INCOME                       19,114                           19,114

INTEREST EXPENSE - Net                 25,209       $  1,183(1)         26,392
                                    ---------       --------          --------
LOSS BEFORE INCOME TAXES AND
MINORITY INTEREST                      (6,171)        (1,183)           (7,278)

PROVISION FOR INCOME TAXES                375              -(2)            375

MINORITY INTEREST                           -                                -
                                    ---------       --------          --------
NET LOSS                           $  (6,546)      $ (1,183)       $    (7,729)
                                    =========       ========          ========

           See related Notes to the Unaudited Pro Forma Consolidated
                            Statement of Operations.


<PAGE>





      NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

                             (Dollars in Thousands)

1.   Adjustments to interest expense based on  the  pro  forma capitalization of
     the Company are summarized in the table below:

                                                 Year Ended         Six Months
                                                December 31,      Ended June 30,
                                                    1998               1999
                                                ------------      --------------
   Interest expense on Notes                    $ 11,000.0         $  5,500.0
   Interest expense on term loans under
     the New Senior Credit Facility(A)            38,745.0           19,372.5
   Commitment fee for the revolving credit
      facility under the New Senior Credit
      Facility(B)                                    355.0              177.5

   Amortization of debt issuance costs related
        to the Recapitalization(C)                 1,961.5              980.8

   Elimination of historical interest expense
   (including amortization of debt               (50,106.7)         (24,848.0)
     issuance costs)
                                               ---------------    --------------
                                                 $ 1,954.8        $  1,182.8
                                               ===============    ==============
    -----------------------------

         (A)    The New Senior Credit Facility will consist of the (i) Revolving
                Facility and (ii) Term Facility,  which will be comprised of the
                Term A Facility and the Term B Facility.  The Revolving Facility
                and the Term A Facility  will bear  interest,  at the  Company's
                option, at the  Administrative  Agent's alternate base rate plus
                2.25% or  reserve-adjusted  LIBO rate,  plus  3.25%.  The Term B
                Facility will bear  interest,  at the Company's  option,  at the
                Administrative  Agent's  alternate  base rate plus  2.75% or the
                reserve-adjusted LIBO rate plus 3.75%.

                After the first two full fiscal quarters after the  consummation
                of the Recapitalization, the applicable margin for the Revolving
                Facility and the Term A Facility  will be subject to change,  as
                set  forth in the  proposed  terms  of  the  New  Senior  Credit
                Facility. The interestfor each of the pro forma periods has been
                calculated based on the reserve-adjusted  LIBO rate of 6.00% and
                average drawn down balances based on scheduled payments.

         (B)    The  assumed  commitment  fee  on  the  unused  portion  of  the
                Revolving Facility is 0.5% per annum.

         (C)    Deferred  financing  costs of $12.75  million are amortized over
                the  life  of the  related  debt  ranging  from  six to six  and
                one-half years.

2.   Provision for income taxes was not adjusted, as the effect of the pro forma
     adjustments  would have  increased the  Company's net operating  loss carry
     forwards.

3.   The  unaudited   pro  forma  statement of  operations  excludes  $10,000 of
     Recapitalization and other special charges and the write-off of unamortized
     financing costs of $11,434.

<PAGE>



        CERTAIN CONSIDERATIONS

        The Holders should  carefully  consider the risks described below before
making an investment  decision.  The risks described below are not the only ones
facing the Company.  Additional risks (i) incorporated by reference and (ii) not
presently  known to the Company or that it currently  deems  immaterial may also
impair the Company's business operations.

Substantial Leverage; Ability to Service Debt

        The  Company's  substantial  indebtedness  could  adversely  affect  its
financial health and prevent it from fulfilling its obligations under the Notes.
The Company will incur a significant  amount of  indebtedness in connection with
the financing of the  Recapitalization.  The following  charts will show certain
important credit statistics for the Company and are presented  assuming that the
Company had completed the Recapitalization and related financing transactions as
of the date or at the  beginning of the period  specified  below and applied the
net proceeds as intended:

                                                           At June 30, 1999
                                                           ----------------
The Company                                             (Dollars in thousands)

Total indebtedness..........................                 $    509,513
Preferred Stock.............................                 $    100,000
Stockholders' deficit.......................                 $    123,322

                                         Fiscal Year Ended      Six Months Ended
                                         December 31, 1998       June 30, 1999
                                         -----------------      ----------------
Pro forma ratio of earnings to
    fixed charges(1)                        1.48x                 1.66x
--------------------------------

(1)  In calculating  the  ratio  of earnings to fixed charges,  earnings consist
     of income before income taxes plus fixed charges. Fixed charges consists of
     interest expense (which includes  amortization of deferred  financing costs
     and  debt  issuance  costs)  and  one-third  of  rental  expenses,   deemed
     representative   of  that  portion  of  rental  expense   estimated  to  be
     attributable to interest.

     The  ability of the Company to make  scheduled  payments  of  principal  or
     interest  on,  or to  refinance,  its  indebtedness  will  depend on future
     operating  performance  and cash  flow,  which are  subject  to  prevailing
     economic  conditions,   prevailing  interest  rate  levels  and  financial,
     competitive,  business and other factors beyond its control.  The degree to
     which the Company is leveraged could have important consequences to holders
     of the Notes, including the following:

1.   the  Company's  ability to obtain additional financing for working capital,
     capital  expenditures,  acquisitions,  debt  payments or general  corporate
     purposes may be impaired;

2.   a  substantial  portion  of the Company's cash flow from operations must be
     dedicated  to the payment of interest on the Notes,  and  interest on other
     existing indebtedness,  thereby reducing the funds available to the Company
     for other purposes;

3.   the agreements governing the Company's  long-term  indebtedness,  including
     the  New  Senior  Credit  Facility  and  the  Indenture,   contain  certain
     restrictive financial and operating covenants;

4.   the indebtedness under the New Senior Credit  Facility  will be at variable
     rates of  interest,  which  will  cause the  Company  to be  vulnerable  to
     increases in interest rates:

5.   the  indebtedness  outstanding under the New Senior Credit Facility will be
     secured by all accounts  receivable and general  intangibles of the Company
     and will  become due prior to the time the  principal  on the Notes  become
     due;

6.   the  Company  is  substantially   more  leveraged   than   certain   of its
     competitors, which might place the Company at a competitive disadvantage

7.   the  Company  may be  hindered in its ability to adjust rapidly to changing
     market conditions;

8.   the Company's  substantial  degree  of  leverage  and negative tangible net
     worth may  negatively  affect  certain  suppliers'  willingness to give the
     Company  favorable  payment terms or customers'  willingness  to engage the
     Company; and

9.   the  Company's substantial degree of leverage could make it more vulnerable
     in the  event  of a  downturn  in  general  economic  conditions  or in its
     business.

        If  operating  cash  flow of the  Company  is  insufficient  to meet its
operating  expenses or to service its debt  requirements as they become due, the
Company  may be required to  refinance a portion of the  principal  of the Notes
prior to their maturity.  If the Company is unable to service its  indebtedness,
it  will be  forced  to  take  actions  such as  reducing  or  delaying  capital
expenditures, selling assets, restructuring or refinancing their indebtedness or
seeking  additional equity capital.  There can be no assurance that any of these
remedies can be effected on satisfactory terms, if at all.

Additional Borrowings Available

        Despite the Company's  level of indebtedness  immediately  following the
Recapitalization,  the Company  will still be able to incur  substantially  more
debt. This could further  exacerbate the risks described above. The terms of the
Indenture do not fully prohibit the Company or its  subsidiaries  from doing so.
Subject to customary maintenance covenants,  the New Senior Credit Facility will
permit additional  borrowings of approximately $71.0 million after completion of
the Recapitalization,  and all of those borrowings would be secured. If new debt
is added to the  Company's  current  debt  levels,  the  related  risks that the
Company now faces could intensify.

Substantial Restrictions and Covenants

        The New Senior Credit Facility will contain, and the Indenture currently
contains, various covenants which limit the Company's management's discretion in
the operation of its business.  The New Senior Credit Facility will contain, and
the Indenture currently contains, numerous restrictive covenants, including, but
not  limited to,  covenants  that  restrict  the  Company's  ability to incur or
refinance indebtedness,  pay dividends, create liens, sell assets, and engage in
certain mergers and  acquisitions.  In addition,  the New Senior Credit Facility
will also require the Company to maintain  financial ratios.  The ability of the
Company to comply with the  covenants  and other terms of the New Senior  Credit
Facility and the Indenture, to make cash payments with respect to the Notes, and
to satisfy its other respective debt obligations (including, without limitation,
borrowings  and other  obligations  under the New Senior Credit  Facility)  will
depend on the future  operating  performance  of the  Company.  In the event the
Company fails to comply with the various  covenants  contained in the New Senior
Credit Facility and the Indenture, it would be a default thereunder,  and in any
such case,  the maturity of  substantially  all of such  long-term  indebtedness
could be accelerated.

Subordination; Asset Encumbrances

        The Notes are  subordinated  in right of  payment  to all  existing  and
future  Senior  Debt,  including  the  principal  of (and  premium,  if any) and
interest on and all other  amounts due on or payable in  connection  with Senior
Debt.  As of June 30,  1999,  on a pro forma  basis after  giving  effect to the
Recapitalization, there would have been outstanding approximately $404.0 million
of Senior Debt, $475.0 million of which would have been fully secured borrowings
under the New Senior Credit Facility.  By reason of such  subordination,  in the
event of the bankruptcy, insolvency, liquidation, reorganization, dissolution or
other winding-up of the Company or upon a default in payment with respect to, or
the  acceleration  of, any Senior Debt,  the holders of such Senior Debt and any
other  creditors  who are holders of Senior Debt and  creditors of  subsidiaries
that are not Guarantors must be paid in full before the Holders of the Notes may
be paid. If the Company  incurs any  additional  pari passu debt, the holders of
such debt would be  entitled to share  ratably  with the Holders of the Notes in
any  proceeds  distributed  in  connection  with  any  bankruptcy,   insolvency,
liquidation,  reorganization,  dissolution  or other  winding-up of the Company.
This may have the effect of reducing  the amount of proceeds  paid to Holders of
the  Notes.  In  addition,  no cash  payments  may be made with  respect  to the
principal of (and premium, if any) or interest on the Notes if a payment default
exists with respect to Senior Debt and, under certain circumstances, no payments
may be made with respect to the principal of (and  premium,  if any) or interest
on the Notes for a period of up to 179 days if a non-payment default exists with
respect to Senior Debt. In addition,  the Indenture permits  subsidiaries of the
Company  to incur debt  under  certain  circumstances.  Any debt  incurred  by a
subsidiary of the Company that is not a Guarantor will be structurally senior to
the Notes.

        The  Company  will be  required  to grant to the  lenders  under the New
Senior Credit Facility  security  interests in substantially  all of the current
and future  assets of the  Company,  including a pledge of all of the issued and
outstanding  shares of capital stock of all of the Company's direct and indirect
domestic subsidiaries.  In addition, the Guarantors will be required to grant to
such lenders  security  interests in all of the current and future assets of the
Guarantors.  In the event of a default on secured  indebtedness,  including  the
guarantees of the Guarantors under the New Senior Credit Facility  (whether as a
result  of  the  failure  to  comply  with  a  payment  or  other  covenant,   a
cross-default,  or otherwise),  the parties granted such security interests will
have a prior secured claim on the capital stock of the Company and the assets of
the Company and the  Guarantors.  If such parties should attempt to foreclose on
their collateral,  the Company's  financial condition and the value of the Notes
would be materially adversely affected.

Control by Principal Stockholder

        Upon  completion  of  the  Recapitalization,   the  Purchaser  will  own
approximately  78.0%  of  the  fully  diluted  common  equity  of  the  Company.
Consequently,  MDP, as the sole general partner of the Purchaser,  will have the
ability to control  the  business  and  affairs of the  Company by virtue of its
ability to elect a majority  of the  Company's  Board and its voting  power with
respect  to  actions  requiring   stockholder   approval.   In  addition,   upon
consummation  of the  Recapitalization,  all directors  serving on the Company's
Board will have been  selected by MDP.  Some  decisions  regarding the Company's
operations or financial  structure may present conflicts of interest between MDP
and the  Holders.  For  example,  MDP may be willing  to  approve  acquisitions,
divestitures or other  transactions  undertaken by the Company that MDP believes
could increase the value of its equity investment.  These types of transactions,
however, could increase the financial risk to the Holders.

Holding Company Structure

        The  Company  conducts   substantially   all  of  its  business  through
subsidiaries  and has few operations of its own. The Company is dependent on the
cash flow of its subsidiaries and distribution  thereof from its subsidiaries to
the Company in order to meet its debt  service  obligations.  It is not expected
that the Company will have any significant assets other than the common stock of
its subsidiaries.

Competition

        The Company is engaged in a highly fragmented and competitive  industry.
The Company competes with many local,  regional and national accounts receivable
management  companies  in the  markets  which it serves.  Some of the  Company's
principal  competitors are less  highly-leveraged  than the Company and may have
greater financial and operating flexibility.

Impact of Governmental Regulation

        Certain of the Company's  operations are subject to compliance  with the
federal Fair Debt Collection Practices Act (the "FDCPA") and comparable statutes
in many states. Under the FDCPA, a third-party  collection company is restricted
in the methods it uses in contacting  consumer  debtors and  eliciting  payments
with respect to placed  accounts.  Requirements  under state  collection  agency
statutes vary, with most requiring compliance similar to that required under the
FDCPA. In addition,  most states and certain  municipalities  require collection
agencies to be licensed with the appropriate regulatory body before operating in
such  jurisdictions.  The Company believes that it is in substantial  compliance
with the FDCPA and comparable  state statutes and that it maintains  licenses in
all jurisdictions in which its operations  require it to be licensed.  There can
be no assurance,  however, that additional federal or state legislation will not
be enacted that would  further  restrict the methods used in  collecting  placed
accounts or require additional regulatory compliance.

Litigation

        Due to the nature of certain of its operations, the Company is regularly
a defendant in various legal proceedings involving claims for damages, including
class  actions  under the FDCPA.  The  Company  believes  that such  proceedings
constitute ordinary and routine litigation incidental to its business. The costs
associated with defending such lawsuits  (including  payments made in connection
with  settlements and judgments) have not  historically  had a material  adverse
effect on the Company's financial condition and operating results.  There can be
no assurance  that the costs  associated  with existing or future claims against
the Company will not have a material  adverse effect on the Company's  financial
condition and operating results.

Dependence on Key Management

        The Company's success will continue to depend to a significant extent on
its  executive  and other key  management  personnel.  Although  the Company has
entered into employment agreements with certain of its executive officers, there
can be no  assurance  that the  Company  will be able to  retain  its  executive
officers and key  personnel or attract  additional  qualified  management in the
future.  In addition,  the success of certain of the Company's  acquisitions may
depend, in part, on the Company's ability to retain management  personnel of the
acquired companies.

Environmental Liabilities

        One of the Company's subsidiaries, the Union Corporation ("Union"), is a
party to several pending  environmental  proceedings involving the United States
Environmental  Protection Agency and comparable state environmental  agencies in
Indiana, Maryland, Massachusetts, New Jersey, Ohio, Pennsylvania, South Carolina
and Virginia. All of these matters relate to discontinued operations of inactive
subsidiaries of Union for which Union may be potentially liable. The Company has
established  reserves  which  it  believes  to  be  adequate  for  the  ultimate
settlement of these environmental proceedings. However, insufficient information
is available regarding the extent and scope of any remedial actions which may be
required to settle these proceedings.  In addition, the costs of potential legal
and  consulting  fees are  difficult to estimate.  Accordingly,  there can be no
assurance  that  the  costs   associated   with  settling  these   environmental
proceedings will not have a material  adverse effect on the Company's  financial
condition and operating results.


<PAGE>


                 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The  following  discussion  is a summary  of  certain  anticipated  U.S.
federal income tax  consequences  of the  Solicitation  to the Holders of Notes.
This  discussion is general in nature,  and does not discuss all aspects of U.S.
federal income taxation that may be relevant to a particular  Holder in light of
the  Holder's  particular  circumstances,  or to  certain  types of the  Holders
subject  to  special  treatment  under  U.S.  federal  income  tax laws (such as
insurance companies, tax-exempt organizations,  financial institutions, brokers,
dealers in securities,  and taxpayers that are neither citizens nor residents of
the United States,  or that are foreign  corporations,  foreign  partnerships or
foreign  estates or trusts).  In addition,  the discussion does not consider the
effect  of any  foreign,  state,  local  or other  tax  laws,  or any  U.S.  tax
considerations  (e.g.,  estate or gift tax) other than U.S.  federal  income tax
considerations,  that may be  applicable to particular  Holders.  Further,  this
summary  assumes  that  the  Holders  hold  their  Notes  as  "capital   assets"
(generally,  property held for investment) within the meaning of Section 1221 of
the Internal Revenue Code of 1986, as amended (the "Code").

        This summary is based on the Code and applicable  Treasury  Regulations,
rulings,  administrative pronouncements and decisions as of the date hereof, all
of which are  subject to change or  differing  interpretations  at any time with
possible retroactive effect.

        EACH  HOLDER IS URGED TO CONSULT ITS OWN TAX  ADVISOR TO  DETERMINE  THE
FEDERAL,  STATE,  LOCAL,  FOREIGN,  AND  OTHER  TAX  CONSEQUENCES  TO IT OF  THE
SOLICITATION.

Tax Considerations for Consenting Holders

        The  Company  intends to treat the  Consent  Payments  for U.S.  federal
income tax  purposes  as a separate  fee for  consenting  to the  Waivers.  As a
result, the Consent Payments will be taxable as ordinary income to the Holders.

Tax Considerations for Non-Consenting Holders

        A Holder who does not Consent and therefore will not receive the Consent
Payment should not recognize any income,  gain, or loss for U.S.  federal income
tax purposes as a result of the Solicitation.

Backup Withholding

        The  receipt of the Consent  Payment by a Holder who  executes a Consent
may be subject  to backup  withholding  at the rate of 31% with  respect to such
payments  unless such Holder (i) is a corporation or comes within certain exempt
categories  and,  when  required,  demonstrates  this fact,  or (ii)  provides a
correct taxpayer identification number that certifies as to no loss of exemption
from backup withholding and otherwise  complies with applicable  requirements of
the backup  withholding  rules.  Any amount  withheld  under these rules will be
credited against the Holder's U.S. federal income tax liability.

        THE  FOREGOING  SUMMARY  DOES NOT DISCUSS  ALL  ASPECTS OF U.S.  FEDERAL
INCOME  TAXATION  THAT MAY BE RELEVANT TO  PARTICULAR  HOLDERS IN LIGHT OF THEIR
PARTICULAR CIRCUMSTANCES AND INCOME TAX SITUATIONS. HOLDERS SHOULD CONSULT THEIR
TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE  SOLICITATION,
INCLUDING THE EFFECT OF ANY FEDERAL, STATE, LOCAL, FOREIGN OR OTHER LAWS.


<PAGE>


                             ADDITIONAL INFORMATION;

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

        The Company is subject to the informational  filing  requirements of the
Exchange  Act  and,  in  accordance  therewith,  is  required  to file  with the
Commission  periodic  reports and other  information  relating to its  business,
financial  condition and other  matters.  These reports and other  informational
filings  required by the Exchange Act should be available for  inspection at the
public reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza,  450  Fifth  Street,  N.W.  Washington,  D.C.  20549  and also  should be
available for inspection  and copying at the regional  offices of the commission
located at Citicorp Center, 500 West Madison Street, Chicago, Illinois 60611 and
7 World Trade  Center,  13th Floor,  New York,  New York 10048.  The  Commission
maintains a Web site that contains reports, proxy and information statements and
other  information  regarding  registrants  that  file  electronically  with the
Commission.  The Commission's Web site address is http://www.sec.gov.  Copies of
such  material  may be  obtained  by  mail,  upon  payment  of the  Commission's
customary fees, from the  Commission's  principal office at Judiciary Plaza, 450
Fifth Street, N.W., Washington D.C. 20549 (telephone number: 1-800-SEC-0330).

        The Company's (i) Annual Report on Form 10-K for the year ended December
31, 1998 and (ii)  Quarterly  Reports on Form 10-Q for the quarters  ended March
31, 1999 and June 30, 1999, each filed by the Company with the  Commission,  are
incorporated herein by reference and shall be deemed to be a part hereof.

        Any statement  contained in a document listed above and  incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded for purposes of this Consent Statement to the extent that a statement
contained  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to  constitute a part of this Consent  Statement.  In addition,  all reports and
other  documents  filed by the Company  pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act  subsequent to the date of this Consent  Statement and
before the termination of the Solicitation shall be deemed to be incorporated by
reference  herein and to be made a part  hereof  from the date of filing of such
reports and documents. Any statement contained in this Consent Statement or in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or  superseded  for purposes of this Consent  Statement to
the extent that a statement  contained in any reports and other  documents filed
by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Consent  Statement  modifies or  supersedes  such
statement.

        The information  related to the Company  contained in this  Solicitation
should be read in conjunction  with the  information  contained in the documents
incorporated by reference.

        The Company will provide without charge to each person to whom a copy of
this  Consent  Statement is  delivered,  upon the written or oral request of any
such  person,  a copy  of any or all of the  documents  incorporated  herein  by
reference,  other than  exhibits to such  documents  (unless  such  exhibits are
specifically incorporated by reference into such documents).  Requests should be
directed to Eric R. Fencl,  Vice  President  and  General  Counsel,  Outsourcing
Solutions  Inc., 390 South Woods Mill Road,  Suite 350,  Chesterfield,  Missouri
63017.  In order to insure timely  delivery of documents prior to the Expiration
Date, any such requests should be made by November 15, 1999.


<PAGE>

                                  MISCELLANEOUS

        No  person  has  been  authorized  to give any  information  or make any
representation  other than as contained in this Consent  Statement and, if given
or made, such  information or  representation  must not be relied upon as having
been authorized.

                                                      OUTSOURCING SOLUTIONS INC.

November 9, 1999


<PAGE>

                                     ANNEX I

SECTION 4.15.         OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

        (a) Upon the  occurrence  of a Change of  Control,  each Holder of Notes
shall have the right to require the Company to repurchase all or any part (equal
to $1,000 or an integral  multiple  thereof) of such Holder's  Notes pursuant to
the offer  described  below (the "Change of Control Offer") at an offer price in
cash (the "Change of Control Payment") equal to 101% of the aggregate  principal
amount thereof plus accrued and unpaid interest and Liquidated  Damages, if any,
thereon to the date of purchase.  Within 30 days  following a Change of Control,
the  Company  shall  mail to each  Holder of Notes at such  Holder's  registered
address a notice stating:  (i) that an offer (an "Offer") is being made pursuant
to this Section 4.15 as a result of a Change of Control,  the length of time the
Offer shall remain open,  and the maximum  aggregate  principal  amount of Notes
that will be accepted  for payment  pursuant  to such Offer;  (ii) the  purchase
price, the amount of accrued and unpaid interest and Liquidated Damages, if any,
as of the purchase date, and the purchase date (which will be no earlier than 30
days or later than 60 days from the date such notice is mailed)  (the "Change of
Control Payment  Date");  (iii) the  circumstances  and material facts regarding
such Change of Control to the extent  known to the Company  (including,  but not
limited  to,  information  with  respect to pro forma and  historical  financial
information  after  giving  effect to such  Change of  Control  and  information
regarding  the  Person or  Persons  acquiring  control);  (iv) that any Note not
tendered will continue to accrue  interest and Liquidated  Damages,  if any; (v)
that,  unless  the  Company  defaults  in the  payment  of the Change of Control
Payment,  all Notes  accepted  for payment  pursuant to the Offer shall cease to
accrue  interest and  Liquidated  Damages,  if any,  after the Change of Control
Payment Date; (vii) that Holders  electing to have any Notes purchased  pursuant
to an Offer will be  required to  surrender  the Notes,  with the form  entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes  completed,  to
the Paying  Agent at the address  specified  in the notice prior to the close of
business on the third Business Day preceding the Change of Control Payment Date;
(viii) that Holders shall be entitled to withdraw  their  election if the Paying
Agent receives,  not later than the close of business on the second Business Day
preceding  the Change of Control  Payment  Date,  a telegram,  telex,  facsimile
transmission  or letter  setting  forth the name of the  Holder,  the  principal
amount of Notes  delivered  for  purchase,  and a statement  that such Holder is
withdrawing  his  election to have the Notes  purchased;  and (ix) that  Holders
whose Notes are being  purchased only in part shall be issued new Notes equal in
principal  amount to the  unpurchased  portion of the Notes  surrendered,  which
unpurchased  portion must be equal to $1,000 in principal  amount or an integral
multiple  thereof.  The Company shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations  thereunder
to the extent such laws and  regulations  are applicable in connection  with the
repurchase of Notes in connection with a Change of Control.

        (b) On the Change of Control  Payment Date,  the Company  shall,  to the
extent  lawful,  (1) accept for payment all Notes or portions  thereof  properly
tendered  pursuant to the Change of Control  Offer,  (2) deposit with the Paying
Agent an amount  equal to the Change of Control  Payment in respect of all Notes
or portions  thereof so tendered and (3) deliver or cause to be delivered to the
Trustee  for  cancellation  the Notes so  accepted  together  with an  Officer's
Certificate  stating the aggregate principal amount of Notes or portions thereof
being  purchased by the Company.  The Paying Agent shall  promptly  mail to each
Holder of Notes so tendered  the Change of Control  Payment for such Notes,  and
the Trustee shall promptly  authenticate and mail (or cause to be transferred by
book  entry)  to each  Holder  a new  Note  equal  in  principal  amount  to any
unpurchased  portion of the Notes  surrendered,  if any; provided that each such
new Note  shall be in a  principal  amount  of $1,000  or an  integral  multiple
thereof.  The  Company  shall  publicly  announce  the  results of the Change of
Control Offer on or as soon as practicable  after the Change of Control  Payment
Date. Any amounts  remaining  after the purchase of Notes pursuant to the Change
of Control Offer shall be returned by the Paying Agent to the Company.

        (c) The Company  shall not be required to make a Change of Control Offer
upon a Change of Control if a third party  makes the Change of Control  Offer in
the manner,  at the times and otherwise in compliance with the  requirements set
forth  herein  applicable  to a Change of Control  Offer made by the Company and
purchases  all Notes  validly  tendered and not  withdrawn  under such Change of
Control Offer.

---------------------------------

        "Change of Control" means the occurrence of any of the following:

        (i)  the  sale,  lease  or  transfer,  in one  or a  series  of  related
transactions  (other than by merger or  consolidation),  of all or substantially
all of the assets of the Company  and its  Restricted  Subsidiaries,  taken as a
whole, to any "person" (as such term is used in Section 13(d)(3) of the Exchange
Act) (other than the Principals or their Related parties);

        (ii)   the adoption of a plan relating to the liquidation or dissolution
of the Company;

        (iii) the  acquisition  by any Person or group  (within  the  meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) (other than the Principals and
their Related Parties) of a direct or indirect  interest in more than 35% of the
voting  power  of  the  voting  stock  of  the  Company  by  way  of  merger  or
consolidation of otherwise; or

        (iv)   a   majority   of the  members of the Board of  Directors  of the
Company cease to be Continuing Directors.

        "Continuing  Directors"  means,  as of any  date of  determination,  any
member of the Board of Directors who (i) was a member of such Board of Directors
on the date of this  Indenture or (ii) was  nominated for election or elected to
such Board of Directors  with, or whose  election to such Board of Directors was
approved by, the affirmative vote of a majority of the Continuing  Directors who
were  members  of such  Board of  Directors  at the time of such  nomination  or
election.

         "Principals"  means each of the  general  partners  of  MDC  Management
Company III, L.P., MDC Management  Company IIIE, L.P. and MDC Management Company
IIIA, L.P. and any Person controlled by one or more of such general partners.


        "Related  Parties"  means  any  Person  controlled  by  the  Principals,
including any  partnership  of which the  Principals or their  Affiliates is the
general partner.


<PAGE>


                                    ANNEX II

        "Unrestricted Subsidiary" means (i) any Subsidiary that is designated by
the  Board  of  Directors  as an  Unrestricted  Subsidiary  pursuant  to a Board
Resolution; but only to the extent that such Subsidiary: (a) has no Indebtedness
other  than  Non-Recourse  Debt;  (b) is not party to any  agreement,  contract,
arrangement or  understanding  with the company or any Restricted  Subsidiary of
the Company  unless the terms of any such  agreement,  contract,  arrangement or
understanding are no less favorable to the Company or such Restricted Subsidiary
than  those  that  might  be  obtained  at the  time  from  Persons  who are not
Affiliates  of the Company;  (c) is a Person with  respect to which  neither the
Company  nor any of its  Restricted  Subsidiaries  has any  direct  or  indirect
obligation (x) to subscribe for additional  Equity  Interests or (y) to maintain
or preserve such Person's financial condition or to cause such Person to achieve
any specified levels of operating  results;  (d) has not guaranteed or otherwise
directly or  indirectly  provided  credit  support for any  Indebtedness  of the
Company or any of its Restricted Subsidiaries; and (e) has at least one director
on its board of  directors  that is not a director or  executive  officer of the
Company or any of its  Restricted  Subsidiaries  and has at least one  executive
officer that is not a director or executive officer of the Company or any of its
Restricted Subsidiaries. Any such designation by the Board of Directors shall be
evidenced  to the Trustee by filing  with the  Trustee a  certified  copy of the
Board Resolution giving effect to such designation and an Officer's  Certificate
certifying that such designation  complied with the foregoing conditions and was
permitted pursuant to and in accordance with the provisions set forth in Section
4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the
foregoing requirements as an Unrestricted Subsidiary,  it shall thereafter cease
to be an  Unrestricted  Subsidiary  for  purposes  of  this  Indenture  and  any
Indebtedness of such  Subsidiary  shall be deemed to be incurred by a Restricted
Subsidiary  of the  Company as of such date (and,  if such  Indebtedness  is not
permitted to be incurred as of such date pursuant to and in accordance  with the
provisions set forth in Section 4.09 hereof,  the Company shall be in default of
such covenant).  The board of Directors of the Company may at any time designate
any Unrestricted  Subsidiary to be a Restricted  Subsidiary;  provided that such
designation  shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding  Indebtedness of such  Unrestricted
Subsidiary and such designation shall only be permitted if (i) such Indebtedness
is permitted to be incurred  pursuant to and in accordance  with the  provisions
set forth in Section  4.09 hereof and (ii) no Default or Event of Default  would
be in existence following such designation.

---------------------------------

        "Non-Recourse  Debt"  means  Indebtedness  (i) as to which  neither  the
Company nor any of its Restricted  Subsidiaries  (a) provides  credit support of
any  kind  (including  any  undertaking,  agreement  or  instrument  that  would
constitute  Indebtedness),  (b) is directly or indirectly liable (as a guarantor
or otherwise),  or (c) constitutes the lender;  and (ii) no default with respect
to which  (including  any  rights  that  the  holders  thereof  may have to take
enforcement  action  against an  Unrestricted  Subsidiary)  would  permit  (upon
notice,  lapse of time or both)  any  holder of any  other  Indebtedness  of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness  or cause the payment thereof to be accelerated or payable prior to
its stated  maturity;  and (iii) as to which the lenders  have been  notified in
writing  that  they  shall not have any  recourse  to the stock or assets of the
Company or any of its Restricted Subsidiaries.

        "Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not (i) an  Unrestricted  Subsidiary or (ii) a direct or indirect
Subsidiary  of an  Unrestricted  Subsidiary;  provided,  however,  that upon the
occurrence  of  any  Unrestricted  Subsidiary  ceasing  to  be  an  Unrestricted
Subsidiary,  such  Subsidiary  shall be included in the definition of Restricted
Subsidiary.

        "Subsidiary"  means,  with respect to any Person,  (i) any  corporation,
association or other business  entity of which more than 50% of the total voting
power of shares of Capital Stock entitled  (without  regard to the occurrence of
any  contingency)  to vote in the  election of  directors,  managers or trustees
thereof is at the time owned or  controlled,  directly  or  indirectly,  by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and (ii) any  partnership  (a) the sole general partner or the managing
general  partner of which is such Person or a  Subsidiary  of such Person or (b)
the  only  general  partners  of  which  are  such  Person  or of  one  or  more
Subsidiaries of such Person (or any combination thereof).


<PAGE>


                                   ANNEX III

SECTION 4.11               TRANSACTIONS WITH AFFILIATES.

        The  Company  shall  not,  and shall not  permit  any of its  Restricted
Subsidiaries  to,  make any payment to, or sell,  lease,  transfer or  otherwise
dispose of any of its  properties  or assets to, or  purchase  any  property  or
assets  from,  or  enter  into  or  make  or  amend  any  contract,   agreement,
understanding,  loan,  advance or  guarantee  with,  or for the  benefit of, any
Affiliate (each of the foregoing, an "Affiliate  Transaction"),  unless (i) such
Affiliate  Transaction  is on terms that are no less favorable to the Company or
the relevant  Restricted  Subsidiary than those that might  reasonably have been
obtained  in  a  comparable  transaction  by  the  Company  or  such  Restricted
Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee
(a) with respect to any  Affiliate  Transaction  or series of related  Affiliate
Transactions  involving  aggregate  consideration  in excess of $1.0 million,  a
resolution  of the  Board of  Directors  set forth in an  Officer's  Certificate
certifying  that such Affiliate  Transaction  complies with clause (i) above and
that  such  Affiliate  Transaction  has  been  approved  by a  majority  of  the
disinterested  members  of the Board of  Directors  and (b) with  respect to any
Affiliate  Transaction  or series of related  Affiliate  Transactions  involving
aggregate consideration in excess of $5.0 million, an opinion as to the fairness
to the Holders of the Notes of such Affiliate Transaction from a financial point
of view  issued  by an  accounting,  appraisal  or  investment  banking  firm of
national standing.

        The  foregoing  provisions  shall  not  apply  to  the  following:   (i)
transactions  between  or  among  the  Company  and/or  any  of  its  Restricted
Subsidiaries;  (ii) Restricted Payments or Permitted Investments permitted under
Section 4.07 hereof;  (iii) the payment of  reasonable  and  customary  fees and
compensation  to, and  indemnity  provided  on behalf of,  officers,  directors,
employees or  consultants  of the Company or any  Restricted  Subsidiary  of the
Company;  (iv) the payment of fees in an aggregate amount not to exceed $750,000
in any twelve-month period pursuant to the Advisory Services Agreement;  (v) any
other  transactions  pursuant to the Advisory Services Agreement or transactions
pursuant to the HBR Services  Agreement,  in each case, as in effect on the date
hereof; and (vi) the payment of fees and expenses as set forth under the caption
"Use of Proceeds" contained in the Offering Circular.


<PAGE>

        Facsimile copies of the Consent Form will be accepted.  The Consent Form
and any other  required  documents  should be sent by each Holder or his broker,
dealer,  commercial bank,  trust company or nominee to the Information  Agent at
the address set forth below.

                              --------------------

          The Information and Tabulation Agent for the Solicitation is:
                              --------------------


                            MACKENZIE PARTNERS, INC.



                       By Mail, Overnight Courier or Hand:

                            MacKenzie Partners, Inc.

                                156 Fifth Avenue

                               New York, NY 10010

                             Attention: Simon Coope

                                  By Facsimile

                                 (212) 929-0061

                              Confirm by telephone:

                          (212) 929-5500 (Call Collect)

                           (800) 322-2885 (Toll Free)

                              --------------------



        Any questions or requests for  assistance  or additional  copies of this
Consent  Statement,  the  Consent  Form and the  Letter  of  Instruction  may be
directed to the  Information  Agent at the telephone  number and location listed
above.  You may also  contact  your  broker,  dealer,  commercial  bank or trust
company for assistance concerning the Solicitation.

                 The Solicitation Agent for the Solicitation is:

                          Donaldson, Lufkin & Jenrette

                                 277 Park Avenue

                            New York, New York 10172

                        Telephone Number: (212) 892-7707

                             Attention: Tom Pereira

                              LETTER OF INSTRUCTION

                              TO REGISTERED HOLDER

                                       OF

                            OUTSOURCING SOLUTION INC.

               11% Senior Subordinated Notes due November 1, 2006

                               CUSIP No. 690132AC9

                    ----------------------------------------


                                                                November 9, 1999
To Our Clients:

    Outsourcing  Solutions  Inc., a Delaware  corporation  (the  "Company"),  is
hereby  soliciting  consents (the  "Consents"),  on the terms and subject to the
conditions  set  forth  in  the  Consent  Solicitation  Statement  (as it may be
supplemented  or amended  from time to time,  the "Consent  Statement")  and the
related  Consent Form (as it may be  supplemented  or amended from time to time,
the "Consent Form" and together with the Consent Statement,  the "Solicitation")
from holders (each, a "Holder" and,  collectively,  the "Holders") of at least a
majority  of the  aggregate  principal  amount  of its  outstanding  11%  Senior
Subordinated  Notes due November 1, 2006 (the  "Notes")  issued  pursuant to the
Indenture,  dated  November 6, 1996 (the  "Indenture"),  among the Company,  the
subsidiary guarantors named therein and Wilmington Trust Company, as trustee, to
the  waiver  of:  (i)  the  Company's  obligations  under  Section  4.15  of the
Indenture,  including  its  obligation  to make a  Change  of  Control  Offer in
connection with the recapitalization of the Company (the  "Recapitalization") by
an  investor  group led by an  affiliate  of  Madison  Dearborn  Partners,  Inc.
("MDP");  and (ii) the failure by the Company to comply with  certain  technical
requirements  relating  to the  qualification  and  operation  of its  financing
subsidiary,  OSI Funding Corp.  ("OSI Funding"),  as an Unrestricted  Subsidiary
under the Indenture and any and all  consequences  arising  therefrom  under the
Indenture  (collectively,  the "Waivers").  Enclosed for your  consideration are
copies of the Consent Statement and the Consent Form. All capitalized terms used
herein and not otherwise defined herein shall have the meanings ascribed to them
in the Solicitation.

IN ORDER TO RECEIVE THE CONSENT  PAYMENT,  HOLDERS OF NOTES MUST  PROVIDE  THEIR
CONSENTS (AND NOT HAVE REVOKED SUCH CONSENTS) AT OR PRIOR TO 5:00 P.M., NEW YORK
CITY TIME,  ON NOVEMBER 19, 1999 (THE  "EXPIRATION  DATE").  THE CONSENTS  SHALL
BECOME EFFECTIVE  IMMEDIATELY UPON THE COMPANY RECEIVING THE REQUISITE  CONSENTS
(AS DEFINED) AND  CERTIFYING  TO THE TRUSTEE THAT SUCH  REQUISITE  CONSENTS HAVE
BEEN RECEIVED. THE COMPANY WILL NOT BE OBLIGATED TO ACCEPT ANY CONSENTS RECEIVED
AFTER THE  EXPIRATION  DATE.  CONSENTS  MAY BE  REVOKED AT ANY TIME PRIOR TO THE
EFFECTIVE DATE OF THE CONSENTS.

     The Company is offering to pay to each Holder who provides its Consent (and
has not revoked such  Consent) at or prior to 5:00 p.m.,  New York City time, on
the Expiration  Date, a payment of $100 per $1,000 of principal  amount of Notes
(the "Consent  Payment").  The Company will not be obligated to make any Consent
Payment in respect of any Consents  not  provided at or prior to 5:00 p.m.,  New
York City time, on the Expiration  Date. The Consent Payment will be made on the
date of the closing of the Recapitalization (the "Consent Payment Date").

     If Consents are received from registered  Holders of at least a majority of
the aggregate  principal  amount of the outstanding  Notes as of the Record Date
(the "Requisite  Consents"),  such Consents will apply to all Notes issued under
the  Indenture  and each  Holder of such  Notes  will be bound by such  Consents
regardless of whether such Holder executed a Consent.

     MDP's obligation to complete the Recapitalization is expressly  conditioned
upon, among other things,  the Company  receiving the Requisite  Consents to the
Waivers.

    This material  relating to the Solicitation is being forwarded to you as the
beneficial  owner of Notes  carried by us for your  account  or benefit  but not
registered in your name.  Delivery of the Consents with respect to any Notes may
only be made by us as the registered  Holder and pursuant to your  instructions.
Accordingly,  we request  instructions  as to whether you wish us to deliver the
Consents with respect to any or all of the Notes held by us for your account. We
urge you to read carefully the Consent Statement, the Consent Form and the other
materials  provided herewith before  instructing us to deliver the Consents with
respect to such Notes.

    Consents  may be  revoked  by  written  notice  of  revocation  received  by
MacKenzie Partners, Inc., the information and tabulation agent (the "Information
Agent")  at any time at or prior  to 5:00  p.m.,  New  York  City  time,  on the
Effective Date. Any permitted  revocation of Consents may not be rescinded;  and
any Consents so withdrawn  will  thereafter  be deemed not validly  tendered for
purposes of the Consent Payment;  provided,  however,  that revoked Consents may
again be  tendered  by  following  the  procedures  for  tendering  prior to the
Expiration Date. No Consent Payment will be made in respect of any Consent which
is not provided at or prior to 5:00 p.m.,  New York City time, on the Expiration
Date.

     Your attention is directed to the following:

     1. If you  desire to deliver  the  Consents  with  respect to any Notes and
receive the Consent Payment,  we must receive your instructions in ample time to
permit us to submit the  Consents on your  behalf at or prior to 5:00 p.m.,  New
York City time, on the Expiration Date.

     2. The  Company's  obligation  to pay the Consent  Payments  for  submitted
Consents is subject to consummation of the Recapitalization.

     3.  MDP's  obligation  to  complete  the   Recapitalization   is  expressly
conditioned upon the Company receiving the Requisite Consents to the Waivers.

    4. The Company expressly reserves the right, in its sole discretion, subject
to applicable law at any time or from time to time, to: (i) abandon or terminate
the  Solicitation  for any reason at any time prior to the Consent Payment Date,
not accept any  Consents  before the  Consent  Payment  Date  whether or not the
Requisite  Consents have been received by such date, or postpone the  acceptance
of any Consents or delay the Consent Payment for Consents  accepted;  (ii) waive
any condition to the Solicitation and accept all Consents  previously  delivered
pursuant  to  the  Solicitation;   (iii)  extend  the  Expiration  Date  of  the
Solicitation and retain all Consents tendered  pursuant thereto,  subject to the
withdrawal  rights of Holders,  and (iv) amend the  Solicitation  in any respect
until the Consents that are the subject thereof are delivered.

    5. Obtaining the Requisite  Consents will enable the Company to proceed with
the  Recapitalization.  If Consents are received from  registered  Holders of at
least a majority of the aggregate  principal amount of the outstanding  Notes as
of the Record  Date,  such  Consents  will apply to all Notes  issued  under the
Indenture  and  each  Holder  of such  Notes  will  be  bound  by such  Consents
regardless of whether such Holder executed a Consent.

     If you wish to have us deliver your Consents  pursuant to the Solicitation,
please  so  instruct  us by  completing,  executing  and  returning  to  us  the
instruction form that appears below. The accompanying  Consent Form is furnished
to you for informational purposes only and may not be used by you to deliver the
Consents.

     IMPORTANT:  The Consent Form (or a facsimile  thereof)  must be received by
the  Information  Agent at or prior to 5:00  p.m.,  New York City  time,  on the
Expiration Date in order for Holders to receive the Consent Payment.


<PAGE>
                                  INSTRUCTIONS

    The  undersigned  acknowledge(s)  receipt of your  letter  and the  enclosed
material referred to therein relating to the Solicitation.

    This will instruct you to deliver the undersigned's  Consent with respect to
the  principal  amount of Notes  indicated  below,  pursuant to the terms of and
conditions set forth in the Consent Statement  November 9, 1999, and the Consent
Form.

----------------------------- --------------------------------------------------

     Consents are to be                                  Principal Amount

   given pursuant to the                                    as to which
        Solicitation                                       Consents are
      ("Yes" or "No")*                               given in the Solicitation

----------------------------- --------------------------------------------------

----------------------------- --------------------------------------------------

----------------------------- --------------------------------------------------

----------------------------- --------------------------------------------------

----------------------------- --------------------------------------------------

----------------------------- --------------------------------------------------

* Unless  otherwise  indicated,  "yes" will be  assumed.  Holders  who desire to
receive the Consent Payment are required to provide their Consents.

--------------------------------------------------------------------------------
                                PLEASE SIGN HERE

--------------------------------------------------------------------------------
                                  Signature(s)

--------------------------------------------------------------------------------
                             Name(s) (Please Print)

--------------------------------------------------------------------------------
                                     Address

--------------------------------------------------------------------------------
                                    Zip Code

--------------------------------------------------------------------------------
                           Area Code and Telephone No.

--------------------------------------------------------------------------------
                    Tax Identification or Social Security No.

--------------------------------------------------------------------------------
                           My Account Number With You

--------------------------------------------------------------------------------
                                      Date

--------------------------------------------------------------------------------

                                  CONSENT FORM

                          To Give Consent in Respect of

               11% Senior Subordinated Notes due November 1, 2006

                              (CUISP No. 690132AC9)

                                       of

                           OUTSOURCING SOLUTIONS INC.

     Pursuant to the Consent Solicitation Statement, dated November 9, 1999


IN ORDER TO RECEIVE THE CONSENT  PAYMENT,  HOLDERS OF NOTES MUST  PROVIDE  THEIR
CONSENTS (AND NOT HAVE REVOKED SUCH CONSENTS) AT OR PRIOR TO 5:00 P.M., NEW YORK
CITY TIME,  ON NOVEMBER 19, 1999 (THE  "EXPIRATION  DATE").  THE CONSENTS  SHALL
BECOME EFFECTIVE  IMMEDIATELY UPON THE COMPANY RECEIVING THE REQUISITE  CONSENTS
(AS DEFINED) AND  CERTIFYING  TO THE TRUSTEE THAT SUCH  REQUISITE  CONSENTS HAVE
BEEN RECEIVED. THE COMPANY WILL NOT BE OBLIGATED TO ACCEPT ANY CONSENTS RECEIVED
AFTER THE  EXPIRATION  DATE.  CONSENTS  MAY BE  REVOKED AT ANY TIME PRIOR TO THE
EFFECTIVE DATE OF THE CONSENTS.

          The Information and Tabulation Agent for the Solicitation is:

                            MACKENZIE PARTNERS, INC.


                          By Mail, Overnight Courier or

                                      Hand:

                            MacKenzie Partners, Inc.

                                156 Fifth Avenue

                               New York, NY 10010

                             Attention: Simon Coope

                                  By Facsimile

                                 (212) 929-0061

                              Confirm by telephone:

                          (212) 929-5500 (Call Collect)

                           (800) 322-2885 (Toll Free)

        Delivery  of this  Consent  Form to an  address  other than as set forth
above will not constitute a valid delivery.

     The instructions  contained herein and in the Consent Statement (as defined
below) should be read carefully before this Consent is completed.


<PAGE>


     By execution hereof,  the undersigned  acknowledges  receipt of the Consent
Solicitation  Statement  dated November 9, 1999 (as the same may be amended from
time to time, the "Consent  Statement")  and this Consent Form and  instructions
hereto  (the  "Consent   Form"),   which   together   constitute  the  Company's
solicitation  (the  "Solicitation")  of consents (the  "Consents")  from holders
(each,  a "Holder" and,  collectively,  the "Holders") of at least a majority of
the  aggregate  principal  amount  of  the  Company's   outstanding  11%  Senior
Subordinated  Notes due  November  1, 2006 (the  "Notes")  as of the Record Date
issued pursuant to the Indenture dated November 6, 1996 (the "Indenture"), among
the  Company,  the  subsidiary  guarantors  named  therein  (collectively,   the
"Guarantors") and Wilmington Trust Company,  as trustee (the "Trustee"),  to the
waiver of: (i) the Company's  obligations  under Section 4.15 of the  Indenture,
including its  obligation  to make a Change of Control Offer in connection  with
the  recapitalization  of the Company  (the  "Recapitalization")  by an investor
group led by an affiliate of Madison Dearborn Partners,  Inc. ("MDP");  and (ii)
the  failure  by the  Company  to comply  with  certain  technical  requirements
relating to the  qualification  and operation of its financing  subsidiary,  OSI
Funding Corp. ("OSI Funding"), as an Unrestricted Subsidiary under the Indenture
and  any  and  all   consequences   arising   therefrom   under  the   Indenture
(collectively, the "Waivers").

     The Company is offering to pay to each Holder who provides its Consent (and
has not revoked such  Consent) at or prior to 5:00 p.m.,  New York City time, on
the  Expiration  Date a payment of $100 per $1,000 of principal  amount of Notes
(the "Consent  Payment").  The Company will not be obligated to make any Consent
Payment in respect of any Consents  not  provided at or prior to 5:00 p.m.,  New
York City time, on the Expiration  Date. The Consent Payment will be made on the
date of the  closing  of the  Recapitalization  (the  "Consent  Payment  Date").
Capitalized  terms used in this Consent Form and not  otherwise  defined  herein
have the meanings ascribed to them in the Consent Statement.

     If Consents are received from registered  Holders of at least a majority of
the aggregate  principal  amount of the outstanding  Notes as of the Record Date
(the "Requisite  Consents"),  such Consents will apply to all Notes issued under
the  Indenture  and each  Holder of such  Notes  will be bound by such  Consents
regardless of whether such Holder executed a Consent.

     MDP's obligation to complete the Recapitalization is expressly  conditioned
upon, among other things,  the Company  receiving the Requisite  Consents to the
Waivers.

     Use  this  Consent  Form  only to  provide  your  Consent  pursuant  to the
Solicitation.

     The Notes are  currently  on  deposit  with the  Depository  Trust  Company
("DTC") and are registered in the name of DTC's nominee,  Cede & Co., as nominee
holder of the  Notes.  Cede & Co.  will  execute  an  omnibus  proxy  which will
authorize its participants  (each, a  "Participant")  to consent with respect to
the Notes owned by it and held in the name of Cede & Co. as specified on the DTC
position  listing of Cede & Co.,  as of the  Record  Date,  with  respect to the
Notes.  The term "Holder" as used in this Consent Form means (i) each person (a)
in whose name the Notes are  registered as of the Record Date; or (b) whose name
appears on a securities  position listing of DTC as the holder of an interest in
the Notes as of the Record  Date and whom DTC has  authorized  to consent to the
Waivers  and (ii) any other  person who has been  authorized  by proxy or in any
other manner acceptable to the Company to vote Notes on behalf of the registered
Holder thereof.

     Pursuant to Section 9.04 of the Indenture, a Consent with respect to all or
a portion of a Note is a continuing Consent with respect to such Note or portion
of a Note  notwithstanding  a  subsequent  transfer of  ownership  of such Note.
Consents  may be revoked  prior to the date on which the  Company  receives  the
Requisite  Consents,  only  by  the  Holder  granting  such  Consent  (or a duly
authorized  proxy of such person) by following the  procedures  set forth in the
Consent  Statement.  Such revocation  shall  terminate the previously  delivered
Consent  with  respect to such Note  unless a new  Consent is given prior to the
Expiration Date by following the procedure set forth herein.

     The  Company is  requesting  that any and all of the Holders  execute  this
Consent  Form.  This  Consent  Form must be  executed  by the Holder in the same
manner as the Holder's name appears in the register maintained by the Trustee or
on a DTC securities  position listing reflecting such Holder as an owner of such
Notes. If the Notes are held in more than one name, as reflected  therein,  such
Consent  Form must be  executed by each such  Holder.  If this  Consent  Form is
signed  by  a  trustee,  executor,  administrator,  guardian,  attorney-in-fact,
officer  of  a   corporation,   or  other  person   acting  in  a  fiduciary  or
representative  capacity, such person should so indicate when signing and should
submit with this Consent Form appropriate  evidence of authority to execute this
Consent  Form.  If the Notes owned by a Holder are held in different  names,  as
reflected in such  register or on such  securities  position  listing,  separate
Consent  Forms must be executed  covering all such Notes.  If  applicable,  this
Consent Form should set forth the DTC  participant  number relating to the Notes
with  respect to which a Consent is given.  In  addition,  if this  Consent Form
relates to less than the total principal amount of the Notes at maturity held in
the name of such Holder, the Holder must list the principal amounts of the Notes
at maturity to which this Consent  Form  relates.  Otherwise,  this Consent Form
will be deemed to relate to the total principal  amount of the Notes at maturity
held in the name of such Holder.

        Any beneficial owner whose Notes are registered in the name of a broker,
dealer,  commercial  bank,  trust  company  or other  nominee  and who wishes to
Consent  should  promptly  contact  the  person  in  whose  name its  Notes  are
registered  and  instruct  such  registered  Holder to Consent on its behalf.  A
Letter of Instruction is contained in the Solicitation  materials provided along
with the Consent  Statement which may be used by a beneficial  owner to instruct
the record Holder to deliver  Consents.  If a beneficial owner wishes to Consent
on its own behalf,  it must,  prior to  completing  and  executing  the Consent,
either make appropriate  arrangements to register  ownership of the Notes in its
name or obtain a properly  completed bond power from the registered  Holder. The
transfer of registered ownership may take considerable time.

     All  questions as to the validity,  form,  eligibility  (including  time of
receipt) and the  acceptance  of Consents will be resolved by the Company in its
sole discretion whose determination  shall be binding.  The Company reserves the
absolute  right  to  reject  all  Consents  that are not in  proper  form or the
acceptance  of which  could,  in the opinion of its counsel,  be  unlawful.  The
Company also  reserves the right to waive any  irregularities  or  conditions of
delivery as to particular Consents, including the requirement that Consents must
be  delivered  prior to the  Expiration  Date in order to  receive  the  Consent
Payment.  Unless waived,  any  irregularities  in connection with the deliveries
must be cured within such time as the Company  determines.  None of the Company,
the Information  Agent, the  Solicitation  Agent, the Paying Agent and any other
will be  under  any duty to give  notification  of any  such  irregularities  or
waiver.  Deliveries  of such  Consents  will not be deemed to have been properly
made until such  irregularities have been cured or waived. The interpretation of
the Company of the terms and conditions of this Solicitation shall be binding.

     HOLDERS WHO WISH TO CONSENT SHOULD HAND DELIVER,  SEND BY OVERNIGHT COURIER
OR SEND BY FACSIMILE TRANSMISSION, THEIR PROPERLY COMPLETED AND EXECUTED CONSENT
FORM TO THE  INFORMATION  AGENT IN ACCORDANCE  WITH THE  INSTRUCTIONS  SET FORTH
HEREIN.  HOWEVER,  THE COMPANY RESERVES THE RIGHT TO ACCEPT ANY CONSENT RECEIVED
BY IT OR THE  INFORMATION  AGENT.  IN NO EVENT SHOULD A HOLDER TENDER OR DELIVER
NOTES.

     THE  SOLICITATION IS NOT BEING MADE TO (NOR WILL NOTES PROVIDED BE ACCEPTED
FROM OR ON  BEHALF  OF)  HOLDERS  IN ANY  JURISDICTION  IN WHICH  THE  MAKING OR
ACCEPTANCE OF THE SOLICITATION  WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH
JURISDICTION.

     Delivery  of  documents  to  DTC  does  not  constitute   delivery  to  the
Information Agent.

    The  undersigned  has  completed,  executed  and  delivered  this Consent to
indicate  the  action  the  undersigned  desires  to take  with  respect  to the
Solicitation.

    Your bank or broker can assist you in completing this form. The instructions
included  with this Consent Form must be  followed.  Questions  and requests for
assistance or for  additional  copies of the Consent  Statement and this Consent
Form may be directed to the Information Agent. See Instruction 9 below.

<PAGE>

     List  below the Notes to which  this  Consent  Form  relates.  If the space
provided below is inadequate, list the certificate numbers and principal amounts
on a separately  executed  schedule and affix the schedule to this Consent Form.
Consent  Payments  will only be made in payments of $100 per $1,000 of principal
amount of Notes.

--------------------------------------------------------------------------------

                              DESCRIPTION OF NOTES

----------------------- -------------------- ---------------------- ------------


     Name(s) and                                                      Principal

    Address(es) of                                 Aggregate           Amount(s)

      Registered                                   Principal         As To Which

      Holder(s)             Certificate            Amount(s)        Consents Are

 (Please include DTC         Number(s)           Represented*       Given in the

       Number)                                                      Solicitation
----------------------- -------------------- ---------------------- ------------

----------------------- -------------------- ---------------------- ------------

----------------------- -------------------- ---------------------- ------------

----------------------- -------------------- ---------------------- ------------

----------------------- -------------------- ---------------------- ------------

----------------------- -------------------- ---------------------- ------------
   TOTAL PRINCIPAL
   AMOUNT OF NOTES

----------------------- -------------------- ---------------------- ------------

     * Unless otherwise indicated in the column labeled "Principal  Amount(s) As
     To Which Consents Are Given in the  Solicitation"  and subject to the terms
     and  conditions of the Consent  Statement,  a Holder will be deemed to have
     tendered the entire  aggregate  principal  amount  represented by the Notes
     indicated   in  the   column   labeled   "Aggregate   Principal   Amount(s)
     Represented." See Instruction 3.
--------------------------------------------------------------------------------


     HOLDERS WHO WISH TO PROVIDE THEIR  CONSENTS MUST COMPLETE THIS CONSENT FORM
IN ITS ENTIRETY. THE COMPANY WILL NOT BE OBLIGATED TO PAY THE CONSENT PAYMENT TO
HOLDERS OF NOTES WHO DELIVER THEIR CONSENTS AFTER THE EXPIRATION DATE.
<PAGE>
                     NOTE: SIGNATURES MUST BE PROVIDED BELOW

               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

     Upon the terms and  subject  to the  conditions  of the  Solicitation,  the
undersigned hereby provides its Consent.

     Subject to, and effective  upon,  the  acceptance  of, and payment for, the
Consent  provided with this Consent Form, the undersigned  hereby (i) waives the
Company's  obligations  under  Section  4.15  of the  Indenture,  including  its
obligation  to  make  a  Change  of  Control   Offer  in  connection   with  the
Recapitalization; and (ii) waives the failure by the Company to properly qualify
and operate its financing subsidiary, OSI Funding, as an Unrestricted Subsidiary
under the Indenture and any and all  consequences  arising  therefrom  under the
Indenture.  The  undersigned  hereby  irrevocably  constitutes  and appoints the
Information  Agent  the  true  and  lawful  agent  and  attorney-in-fact  of the
undersigned  (with full  knowledge that the  Information  Agent also acts as the
agent  of the  Company)  with  respect  to such  Consents,  with  full  power of
substitution and resubstitution  (such  power-of-attorney  being deemed to be an
irrevocable  power  coupled  with an interest) to deliver to the Company and the
Trustee this Consent Form as evidence of the  undersigned's and as certification
that the  Requisite  Consents  to the Waivers  duly  executed by Holders of such
Notes have been received, all in accordance with the terms and conditions of the
Solicitation.

     The undersigned agrees and acknowledges that, by the execution and delivery
hereof, the undersigned makes and provides the written Consent to the Waivers as
permitted by Section 9.04 of the Indenture. The undersigned understands that any
Consent provided hereby shall remain in full force and effect until such Consent
is revoked in accordance with the procedures set forth in the Consent  Statement
and this Consent Form,  which  procedures  are hereby agreed to be applicable in
lieu of any and all other  procedures for revocation set forth in the Indenture,
which are hereby waived.  The undersigned  understands that a revocation of such
Consent will not be effective after the Effective Date.

     The  undersigned  hereby  represents and warrants that the  undersigned has
full power and authority to give any Consent contained  herein.  The undersigned
will, upon request,  execute and deliver any additional  documents deemed by the
Information  Agent or the Company to be  necessary  or  desirable to perfect the
undersigned's Consent to the Waivers.

    The undersigned understands that by providing its Consent pursuant to any of
the  procedures  described  in the  Consent  Statement  under the  caption  "The
Solicitation"  and in the  instructions  hereto  and  acceptance  thereof by the
Company will  constitute a binding  agreement  between the  undersigned  and the
Company, upon the terms and subject to the conditions of the Solicitation.

    For  purposes of the  Solicitation,  the  undersigned  understands  that the
Company  will  be  deemed  to  have  accepted  validly  delivered  Consents  (or
defectively delivered Consents with respect to which the Company has waived such
defect)  if, as and when the  Company  gives  oral,  to be  followed by written,
notice thereof to the Information Agent.

    The  undersigned  understands  that deliveries of Consents may be revoked by
written notice of revocation received by the Information Agent at any time at or
prior to 5:00 p.m.,  New York City time,  on the Effective  Date.  Any permitted
revocation of Consents may not be rescinded;  and any Consents so withdrawn will
thereafter be deemed not validly  tendered for purposes of the Consent  Payment;
provided,  however, that revoked Consents may again be tendered by following the
procedures for tendering prior to the Expiration Date.

    The undersigned  understands  that notice of revocation of a Consent,  to be
effective,  must (i) specify the name of the person having  executed the Consent
being revoked, (ii) identify the aggregate principal amount of the Notes held by
such  person,  and  (iii) be  signed  by the  Holder  in the same  manner as the
original  signature  on the Consent or be  accompanied  by a bond  power,  and a
properly  completed  irrevocable  proxy,  in each case in the name of the person
revoking the Consent, in a satisfactory form as determined by the Company in its
sole discretion,  duly executed by the registered  Holder. A purported notice of
revocation  that lacks any of the required  information  or is dispatched to any
other address will not be effective to revoke a Consent previously given.

    The undersigned understands that, under certain circumstances and subject to
certain conditions of the Solicitation (each of which the Company may waive) set
forth in the Consent Statement, the Company may not be required to accept any of
the Consents  delivered  (including any Consents  delivered after the Expiration
Date).

    All authority conferred or agreed to be conferred by this Consent Form shall
survive the death or incapacity of the undersigned  and every  obligation of the
undersigned  under this  Consent  Form shall be binding  upon the  undersigned's
heirs, personal representatives, executors, administrators, successors, assigns,
trustees in bankruptcy and other legal representatives.

     Unless otherwise indicated herein under "Special Payment Instructions," the
undersigned  hereby requests that any Consent  Payments to be made in connection
with the  Solicitation  be issued to the  order of the  undersigned.  Similarly,
unless otherwise  indicated herein under "Special  Delivery  Instructions,"  the
undersigned  hereby requests that any Consent  Payments to be made in connection
with the  Solicitation be delivered to the undersigned at the address(es)  shown
below. In the event that the "Special Payment  Instructions" box or the "Special
Delivery  Instructions"  box or  both  are  completed,  the  undersigned  hereby
requests  that  any  Consent   Payments  to  be  made  in  connection  with  the
Solicitation  be issued in the name(s) of, and be delivered to, the person(s) at
the address(es) so indicated. The undersigned recognizes that the Company has no
obligation  pursuant  to the  "Special  Payment  Instructions"  box or  "Special
Delivery  Instructions"  box to make any Consent Payment if the Company does not
accept any of the Consents so delivered.


<PAGE>
                                PLEASE SIGN HERE

           (To Be Completed By All Consenting  Holders of Notes)The  completion,
      execution and delivery of this Consent Form will be deemed to constitute a
      Consent to the Waivers.

           This  Consent  Form must be executed by the Holder in the same manner
      as the Holder's name appears in the register  maintained by the Trustee or
      on a DTC securities position listing reflecting such Holder as an owner of
      such  Notes.  If the Notes are held in more  than one name,  as  reflected
      therein,  such Consent  Form must be executed by each such Holder.  If the
      Consent Form is signed by a trustee,  executor,  administrator,  guardian,
      attorney-in-fact,  officer of a  corporation,  or other person acting in a
      fiduciary or representative  capacity, such person should so indicate when
      signing and should  submit with the Consent Form  appropriate  evidence of
      authority to execute the Consent Form.  See  Instruction  4 below.  If the
      Notes owned by a Holder are held in different  names, as reflected in such
      register or on such securities  position  listing,  separate Consent Forms
      must be executed covering all such Notes. If applicable,  the Consent Form
      should set forth the DTC  participant  number  relating  to the Notes with
      respect to which a Consent is given.  In  addition,  if the  Consent  Form
      relates to less than the total  principal  amount of the Notes at maturity
      held in the name of such  Holder,  the  Holder  must  list  the  principal
      amounts  of the Notes at  maturity  to which  the  Consent  Form  relates.
      Otherwise,  the  Consent  Form  will be  deemed  to  relate  to the  total
      principal amount of the Notes at maturity held in the name of such Holder.

           If the signature  appearing below is not of the registered  holder(s)
      of the Notes, then the registered holder(s) must sign a valid proxy.

      X
        ------------------------------------------------------------------------

      X
        ------------------------------------------------------------------------

               (Signature(s) of Holder(s) or Authorized Signatory)

           Dated:  November _____, 1999


       Name(s):
                ----------------------------------------------------------------
                ----------------------------------------------------------------
                                       (Please Print)

      Capacity:
               -----------------------------------------------------------------

      Address:
              ------------------------------------------------------------------
              ------------------------------------------------------------------
                                    (Including Zip Code)




      Area Code and Telephone No.:
                                  ----------------------------------------------



<PAGE>


                       COMPLETE SUBSTITUTE FORM W-9 HEREIN

                  SIGNATURE GUARANTEE (See Instruction 4 below)

        Certain Signatures Must be Guaranteed by an Eligible Institution

--------------------------------------------------------------------------------
            (Name of Eligible Institution Guaranteeing Signature(s))




--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
(Address (including zip code) and Telephone Number(including area code) of Firm)

--------------------------------------------------------------------------------
                             (Authorized Signature)

--------------------------------------------------------------------------------
                                 (Printed Name)

--------------------------------------------------------------------------------
                                    (Title)

Dated:  November___ , 1999




--------------------------------------     -------------------------------------
  SPECIAL PAYMENT INSTRUCTIONS                 SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 3, 4, 5 and 7)             (See Instructions 3, 4, 5 and 7)

To be completed ONLY if the Consent       To be completed ONLY if the Consent
Payments to be made are to be sent        Payments to be made are to be sent
to someone other than the person          to an address different from that
whose signature(s) appear(s) within       shown in the box entitled "Description
this Consent Form.                        of Notes" within this Consent Form.


Name:                                      Name:
     ------------------------------             --------------------------------
            (Please Print)                             (Please Print)


Address:                                   Address:
        ---------------------------                -----------------------------
             (Please Print)                               (Please Print)



                        (Zip Code)                                    (Zip Code)



 Taxpayer Identification or Social             Taxpayer Identification or Social
    Security Number                                 Security Number

   (See Substitute Form W-9 herein)             (See Substitute Form W-9 herein)
--------------------------------------     -------------------------------------

<PAGE>


                                  INSTRUCTIONS

          Forming Part of the Terms and Conditions of the Solicitation

      1. Delivery of this Consent  Form. A properly  completed and duly executed
copy (or  facsimile) of this Consent Form, and any other  documents  required by
this Consent Form, must be received by the Information  Agent at its address set
forth  herein at or prior to 5:00 p.m.,  New York City time,  on the  Expiration
Date;  provided,  however,  that the Company  will not be  obligated to make the
Consent Payment to Holders who tender their Consents after the Expiration  Date.
The method of delivery of this Consent Form and all other required  documents to
the Information  Agent is at the election and risk of Holders.  If such delivery
is by mail, it is suggested that Holders use properly  insured  registered mail,
return receipt  requested,  and that the mailing be made sufficiently in advance
of the Expiration Date to permit  delivery to the Information  Agent at or prior
to 5:00 p.m.,  New York City time,  on such date.  Except as otherwise  provided
below,  the delivery will be deemed made when actually  received or confirmed by
the Information  Agent. This Consent Form should be sent only to the Information
Agent and not to the Company,  the Trustee, the Solicitation Agent or the Paying
Agent.

      2.  Revocation  of Consents.  Consents may be revoked at any time prior to
the Effective  Date.  For a revocation of Consents to be effective  prior to the
Effective Date a written notice must be received by the Information Agent at its
address  set forth  above or on the back cover of this  Consent  Form.  Any such
notice of revocation must (i) specify the name of the person having executed the
Consent being revoked, (ii) identify the aggregate principal amount of the Notes
held by such person, and (iii) be signed by the Holder in the same manner as the
original  signature  on the Consent or be  accompanied  by a bond  power,  and a
properly  completed  irrevocable  proxy,  in each case in the name of the person
revoking the Consent, in a satisfactory form as determined by the Company in its
sole discretion,  duly executed by the registered  Holder. A purported notice of
revocation which lacks any of the required  information will not be an effective
withdraw of a Consent  previously  made. A purported  notice of revocation  that
lacks any of the required information or is dispatched to any other address will
not be effective to revoke a Consent previously given.

      Revocation of Consents can only be  accomplished  in  accordance  with the
foregoing procedures.

      Any  permitted  revocation  of  Consents  may  not be  rescinded;  and any
 Consents  so  withdrawn  will  thereafter  be deemed not validly  tendered  for
 purposes of the Consent Payment;  provided,  however, that revoked Consents may
 again be tendered by following the  procedures for tendering at or prior to the
 Expiration Date.

      All questions as to the validity (including time of receipt) of notices of
 withdrawal  will be determined by the Company,  it its sole  discretion,  whose
 determination will be final and binding.  None of the Company,  the Information
 Agent,  the  Solicitation  Agent, the Paying Agent and any other person will be
 under any duty to give  notification  of any defects or  irregularities  in any
 notice of withdrawal, or shall incur any liability for failure to give any such
 notification.

      3. Partial Tenders and Consents.  If the Consent Form relates to less than
the total  principal  amount of the  Notes at  maturity  held in the name of the
Holder,  such  Holder must list the  principal  amounts of the Notes at maturity
held  in the  name  of such  holder  in the  last  column  of the  box  entitled
"Description of Notes" herein.

      4. Signatures on this Consent and Letter of  Transmittal,  Bond Powers and
Endorsement  Guarantee  of  Signatures.  If this  Consent  Form is signed by the
registered  Holder(s)  of the Notes  tendered  hereby or with  respect  to which
Consent is given, the  signature(s)  must correspond with the name(s) as written
on the face of the certificate(s) without alteration,  enlargement or any change
whatsoever. If this Consent Form is signed by a Participant in DTC whose name is
shown as the owner of the Notes tendered  hereby,  the signature must correspond
with the name shown on the security position listing as the owner of the Notes.

      IF THIS  CONSENT  FORM IS  EXECUTED  BY A HOLDER  OF NOTES  WHO IS NOT THE
REGISTERED HOLDER,  THEN THE REGISTERED HOLDER MUST SIGN A VALID PROXY, WITH THE
SIGNATURE OF SUCH REGISTERED HOLDER GUARANTEED BY AN ELIGIBLE INSTITUTION.

      If any of the Notes are owned of record by two or more joint  owners,  all
such owners must sign this Consent Form.  If any of the Notes are  registered in
different  names,  it will be  necessary  to  complete,  sign and submit as many
separate copies of this Consent Form and any necessary accompanying documents as
there are different names in which the Notes are held.

      [If this  Consent  Form is  signed by an Acting  Holder,  and the  Consent
Payment to be made in connection  with the  Solicitation  is to be issued to the
order of the Acting  Holder,  then the Acting Holder need not provide a separate
bond power.  In any other case  (including if this Consent Form is not signed by
the  Acting  Holder),  the Acting  Holder  must  transmit  a  separate  properly
completed bond power with this Consent Form (executed  exactly as the name(s) of
the  registered  holder(s)  appear(s)  on such  Notes,  and,  with  respect to a
participant  in DTC whose name  appears on a  security  position  listing as the
owner of Notes  exactly as the name(s) of the  participant(s)  appear(s) on such
security position listing),  with the signature on the endorsement or bond power
guaranteed by an Eligible  Institution,  unless such bond powers are executed by
an Eligible Institution.]

      If this  Consent  Form or bond powers are signed by  trustees,  executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting  in a  fiduciary  or  representative  capacity,  such  persons  should so
indicate when signing, and proper evidence  satisfactory to the Company of their
authority to so act must be submitted with this Consent Form.

      Signatures on bond powers and proxies and Consents  provided in accordance
with this  Instruction 4 by registered  Holders not executing  this Consent Form
must be guaranteed by an Eligible Institution.

      No signature  guarantee is required if: (i) this Consent Form is signed by
the registered  holder(s) of the Notes tendered herewith (or by a Participant in
DTC whose name appears on a security position listing as the owner of Notes) and
the payments for the Consent  Payments to be made are to be issued,  directly to
such registered  Holder(s) and the "Special  Payment  Instructions"  box of this
Consent and Letter of Transmittal has not been completed;  or (ii) such Consents
are  delivered for the account of an Eligible  Institution.  In all other cases,
all signatures on Consent Forms must be guaranteed by an Eligible Institution.

      5. Special Issuance and Special Delivery Instructions.  Consenting Holders
should  indicate  in the  applicable  box or boxes the name and address to which
Consent Payments to be made are to be issued or sent, if different from the name
and address of the Holder  signing this Consent Form. In the case of issuance in
a different name, the taxpayer  identification  or social security number of the
person named must also be indicated.

      6. Taxpayer  Identification  Number. Each consenting Holder is required to
provide the Information Agent with the Holder's correct taxpayer  identification
number  ("TIN"),  generally  the Holder's  social  security or federal  employer
identification   number,  on  Substitute  Form  W-9,  which  is  provided  under
"Important Tax Information" below or, alternatively,  to establish another basis
for exemption from backup  withholding.  A Holder must cross out item (2) in the
Certification  box on  Substitute  Form W-9 if such  Holder is subject to backup
withholding.  Failure to provide  the  information  on the form may  subject the
tendering  Holder to 31% federal  income tax backup  withholding on the payment,
including  the Consent  Payment,  if any, made to the Holder or other payee with
respect to Consents delivered pursuant to the Solicitation. The box in Part 3 of
the form  should be checked if the  consenting  Holder has not been issued a TIN
and has applied for a TIN or intends to apply for a TIN in the near  future.  If
the box in Part 3 is checked and the  Information  Agent is not provided  with a
TIN within 60 days thereafter,  the Information Agent will withhold 31% from all
such  payments  with  respect to the  Consent  Payment to be made until a TIN is
provided to the Information Agent.

      7.  Irregularities.  All questions as to the form of all documents and the
validity  (including time of receipt) and deliveries and revocations of Consents
will be determined by the Company,  in its sole discretion,  which determination
shall be final and binding. Alternative, conditional or contingent Consents will
not be considered  valid.  The Company reserves the absolute right to reject any
or all of Consents that are not in proper form or the acceptance of which would,
in the Company's  opinion,  be unlawful.  The Company also reserves the right to
waive any defects,  irregularities  or  conditions  of delivery as to particular
Consents.  The  Company's  interpretations  of the terms and  conditions  of the
Solicitation (including the instructions in this Consent Form) will be final and
binding.  Any defect or  irregularity  in connection with deliveries of Consents
must be cured within such time as the Company  determines,  unless waived by the
Company.  A  defective  Consent  may,  in the sole  discretion  of the  Company,
constitute  a valid  Consent  and will be counted for  purposes  of  determining
whether  Requisite  Consents  have  been  obtained.  None  of the  Company,  the
Information Agent, the Solicitation  Agent, the Paying Agent or any other person
will be under  any duty to give  notice  of any  defects  or  irregularities  in
deliveries  of  Consents or will incur any  liability  to Holders for failure to
give any such notice.

     8. Waiver of Conditions. The Company expressly reserves the absolute right,
in its  sole  discretion,  to  amend  or  waive  any of  the  conditions  to the
Solicitation in the case of any Consents  delivered at any time and from time to
time.

      9. Requests for Assistance or Additional Copies. Any questions or requests
for assistance or additional copies of this Consent Statement may be directed to
the Information Agent at the telephone number and location listed below. You may
also  contact  your  broker,  dealer,  commercial  bank  or  trust  company  for
assistance concerning this Solicitation.


<PAGE>


                            IMPORTANT TAX INFORMATION

      Under  federal  income tax laws, a Holder whose  Consents are accepted for
payment is required to provide the Information  Agent with such Holder's correct
TIN on  Substitute  Form W-9 below or otherwise  establish a basis for exemption
from backup withholding.  If such Holder is an individual, the TIN is his social
security number.  If the Information Agent is not provided with the correct TIN,
a $50 penalty may be imposed by the Internal  Revenue  Service,  and any Consent
Payment, made with respect to Consents provided pursuant to the Solicitation may
be subject to backup  withholding.  Failure to comply truthfully with the backup
withholding  requirements  also may result in the imposition of severe  criminal
and/or civil fines and penalties.

      Certain Holders  (including,  among others,  all  corporations and certain
foreign  persons)  are not subject to these  backup  withholding  and  reporting
requirements.  Exempt  Holders  should  furnish their TIN, write "Exempt" on the
face of the Substitute  Form W-9, and sign,  date and return the Substitute Form
W-9 to the Information Agent. A foreign person,  including entities, may qualify
as an  exempt  recipient  by  submitting  to the  Information  Agent a  properly
completed  Internal Revenue Service Form W-8, signed under penalties of perjury,
attesting to that Holder's  foreign status.  A Form W-8 can be obtained from the
Information  Agent. See the enclosed  "Guidelines for  Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional instructions.

      If backup  withholding  applies,  the  Information  Agent is  required  to
withhold  31% of any  payments  made  to  the  Holder  or  other  payee.  Backup
withholding is not an additional  federal income tax; rather, the federal income
tax liability of persons subject to backup  withholding is reduced by the amount
of tax withheld. If withholding results in an overpayment of taxes, a refund may
be obtained from the Internal Revenue Service.

      Purpose of Substitute Form W-9

      To prevent backup withholding on any Consent Payment, made with respect to
Consents  provided  pursuant  to the  Solicitation,  the Holder is  required  to
provide  the  Information  Agent with  either (i) the  Holder's  correct  TIN by
completing the form below,  certifying  that the TIN provided on Substitute Form
W-9 is correct  (or that such  Holder is awaiting a TIN) and that (A) the Holder
has not been notified by the Internal Revenue Service that the Holder is subject
to backup withholding as a result of failure to report all interest or dividends
or (B) the Internal  Revenue  Service has notified the Holder that the Holder is
no  longer  subject  to  backup  withholding;  or (ii)  an  adequate  basis  for
exemption.

      What Number to Give the Information Agent

      The Holder is required to give the Information Agent the TIN (e.g., social
security number or employer  identification  number) of the registered holder of
the  Notes.  If the  Notes are held in more than one name or are not held in the
name of the actual owner,  consult the enclosed "Guidelines for Certification of
Taxpayer  Identification  Number on Substitute Form W-9" for additional guidance
on which number to report.


<PAGE>

--------------------------------------------------------------------------------
                     Part 1--PLEASE PROVIDE YOUR TIN IN THE

                       BOX AT RIGHT AND CERTIFY BY SIGNING
SUBSTITUTE                      AND DATING BELOW.
                                                  ------------------------------
                                                     Social Security Number

Form W-9                                                      OR
                                                  ------------------------------
Department of the                                 Employer Identification Number
Treasury


Payer's Request for Taxpayer

Identification Number (TIN)

--------------------------------------------------------------------------------
            Part  2--Certification--Under the penalties of  Part3--Awaiting TIN
            perjury, I certify that: (1) The number shown on
            this form is my correct Taxpayer Identification
            Number (or I am waitingfor a number to be issued
            to me) and                                          Awaiting TIN

            (2)  I am  not  subject  to  backup  withholding
            either  because I have not been  notified by the
            Internal  Revenue  Service  ("IRS")  that  I  am
            subject  to  backup  withholding  as a result of
            failure to report all interest or dividends,  or
            the IRS  has  notified  me  that I am no  longer
            subject to backup withholding.

--------------------------------------------------------------------------------

            Certificate  Instructions--You  must  cross  out
            item  (2) in  Part 2  above  if  you  have  been
            notified  by the IRS  that  you are  subject  to
            backup  withholding  because  of  underreporting
            interest  or   dividends  on  your  tax  return.
            However, if after being notified by the IRS that
            you  were  subject  to  backup  withholding  you
            received  another   notification  from  the  IRS
            stating that you are no longer subject to backup
            withholding, do not cross out item (2).

            SIGNATURE                       DATE           , 1999
                        --------------------        ----------
------------------------------- ------------------------------------------------

         NOTE:   FAILURE TO  COMPLETE  AND RETURN THIS FORM MAY RESULT IN BACKUP
                 WITHHOLDING  OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
                 SOLICITATION.   PLEASE  REVIEW  THE  ENCLOSED   GUIDELINES  FOR
                 CERTIFICATION OF TAXPAYER  IDENTIFICATION  NUMBER ON SUBSTITUTE
                 FORM W-9 FOR ADDITIONAL DETAILS.

                 YOU  MUST  COMPLETE  THE  FOLLOWING  CERTIFICATE  IF YOU
      CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
<PAGE>

             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

      I certify under penalties of perjury that a taxpayer identification number
has not been  issued  to me,  and  either  (a) I have  mailed  or  delivered  an
application  to  receive a  taxpayer  identification  number to the  appropriate
Internal Revenue Service Center or Social Security  Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer  identification number within 60 days, 31% of all
reportable  payments  made to me thereafter  will be withheld  until I provide a
number.

--------------------------------        ------------------------------, 1999
       Signature                                   Date
<PAGE>
          The Information and Tabulation Agent for the Solicitation is:

                            MACKENZIE PARTNERS, INC.



                       By Mail, Overnight Courier or Hand:

                            MacKenzie Partners, Inc.

                                156 Fifth Avenue

                               New York, NY 10010

                             Attention: Simon Coope

                                  By Facsimile:

                                 (212) 929-0061

                              Confirm by telephone:

                          (212) 929-5500 (Call Collect)

                           (800) 322-2885 (Toll Free)

                              --------------------

        Any questions or requests for  assistance  or additional  copies of this
 Consent Statement and the Consent Form may be directed to the Information Agent
 at the telephone  number and location  listed above.  You may also contact your
 broker, dealer,  commercial bank or trust company for assistance concerning the
 Solicitation.

                 The Solicitation Agent for the Solicitation is:

                          Donaldson, Lufkin & Jenrette

                                 277 Park Avenue

                            New York, New York 10172

                        Telephone Number: (212) 892-7707

                             Attention: Tom Pereira