OUTSOURCING SOLUTIONS INC.

                    NON-QUALIFIED STOCK OPTION AWARD AGREEMENT [B]

               This Agreement (the "Agreement"),  dated               ,  is made
                                                       ---------------
between  Outsourcing  Solutions Inc. (the  "Company") and                   (the
                                                          ------------------
"Optionee").  All  capitalized  terms that are not defined herein shall have the
meaning as defined in the  Company's  1995 Stock Option and Stock Award Plan, as
amended  (the  "Plan").  References  to "he,"  "him,"  and "his"  shall mean the
feminine form of such terms, when applicable.

                                 W I T N E S S E T H :
                                 --------------------

               1. Grant of Option.  Pursuant to the  provisions of the Plan, the
Company  hereby grants to the Optionee,  subject to the terms and  conditions of
the Plan and subject further to the terms and conditions  herein set forth,  the
right and option to purchase  from the Company,  all or any part of an aggregate
of       shares of $0.01 par value common stock of the Company (the  "Stock") at
  -------
a  per  share  purchase price equal to $  .00 (the "Option"),  such Option to be
                                        --
exercisable  as  hereinafter  provided.  The  Option  shall not be treated as an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended.

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

               (a) Expiration  Date.  The  Option  shall  expire  ten (10) years
after the date indicated above.

               (b) Exercise of Option.  Subject  to  the  other  terms  of  this
Agreement  and the Plan,  the Option may be exercised on or after the date which
is eight years from the date hereof;  provided,  however, that such Option shall
become  exercisable  (i) with  respect to fifty  percent  (50%) of the shares of
Stock subject to the Option on or after the  satisfaction by the Company of such
reasonable performance targets as are established in good faith by the Committee
or the  Board in  writing  on or  before  December  31 of each year for the next
succeeding  year, as set forth in a resolution of the Committee or the Board (as
applicable),  as to that percentage of the total shares of Stock covered by this
Option  set forth on  Schedule I  attached  hereto and (ii) with  respect to the
remaining  fifty percent (50%) of the shares of Stock subject to the Option upon
the occurrence of a Liquidation Event, as defined on Schedule I attached hereto,
subject to the  achievement by the Company of internal rate of return targets as
set forth on such  Schedule  I, plus any  shares of Stock as to which the Option
could have been exercised prior to satisfaction of such conditions in (i) and/or
(ii) in a particular year (if any) but was not so exercised. Notwithstanding the
foregoing, the Option shall become fully exercisable as to those shares of Stock
referred  in clause (i) above  immediately  upon the  occurrence  of a Change in
Control (as defined in Section 3 below).

               Any  exercise  of  all  or any  part  of  this  Option  shall  be
accompanied by a written  notice to the Company  specifying the number of shares
of Stock as to which the  Option is being  exercised.  Notation  of any  partial
exercise shall be made by the Company on Schedule II attached hereto.

               (c) Consideration. At the time of any exercise of the Option, the
purchase  price of the shares of Stock as to which the Option shall be exercised
shall be paid to the Company (i) in cash,  (ii) with Stock  already owned for at
least  eight  months  by the  Optionee  having a total  fair  market  value,  as
determined  in accordance  with Section 6(a) of the Plan ("Fair Market  Value"),
equal to the purchase  price of such Stock,  or (iii) a combination  of cash and
Stock (such Stock  having  already  been owned for at least eight  months by the
Optionee)  having a total Fair  Market  Value,  as so  determined,  equal to the
purchase price of such Stock.

               (d) Exercise Upon Death, Disability or Termination of Employment.
(i) In the event of the death of the  Optionee  while an employee of the Company
or a subsidiary of the Company,  the Option,  to the extent such Option would be
exercisable in accordance  with Section 2(b) hereof as of the date of his death,
may be immediately  exercised after his death by the legal representative of the
Optionee's  estate or by the legatee of the  Optionee  under his last will for a
period of two years  from the date of his death or until the  expiration  of the
stated period of the Option, whichever period is the shorter.

               (ii)  If  the  Optionee's   employment  with  the  Company  or  a
subsidiary of the Company shall terminate by reason of permanent  disability (as
defined in the last  sentence of this  Section  2(d)(ii)),  his  Option,  to the
extent exercisable in accordance with Section 2(b) hereof as of the date of such
termination,  may be immediately  exercised after such termination of employment
but may not be exercised after the expiration of the period of one year from the
date of such  termination  of  employment or of the stated period of the Option,
whichever period is the shorter;  provided,  however,  that if the Optionee dies
within a period of one year from the date of such termination of employment, any
unexercised  Option,  to the extent  exercisable in accordance with Section 2(b)
hereof as of the date of such  termination,  may be exercised after his death by
the legal  representative  of his estate or by the legatee of the Optionee under
his last will until the  expiration  of the period of two years from the date of
his  death or of the  stated  period  of the  Option,  whichever  period  is the
shorter.  For purposes of this Agreement,  "permanent  disability" shall mean an
inability (as  determined by the Committee) to perform duties and services as an
employee of the Company or a subsidiary  of the Company by reason of a medically
determinable physical or mental impairment, supported by medical evidence, which
can be  expected  to last for a  continuous  period of not less  than  eight (8)
months.

               (iii)  If  (A)  the  Company  or  a  subsidiary  of  the  Company
terminates the  Optionee's  employment  with the Company or such  subsidiary and
such  termination  is not "for  cause"  (as  defined  in  Section  2.5(d) of the
Stockholders Agreement,  dated as of September 21, 1995, as amended and restated
on January 10, 1996 and on February 16, 1996 and as may be further  amended from
time to time, by and among the Company,  the MDC Entities (as defined  therein),
APT (as defined therein),  the Management  Stockholders (as defined therein) and
the   Non-Management   Stockholders  (as  defined  therein)  (as  amended,   the
"Stockholders  Agreement")) or (B) the Optionee  terminates  employment with the
Company or such  subsidiary  for "good reason" (as defined in Section  2.5(c) of
the Stockholders  Agreement),  the Optionee's  Option, to the extent such Option
would have been  exercisable  in  accordance  with Section 2(b) hereof as of the
date of such termination, may thereafter be immediately exercised but may not be
exercised  after the  expiration of the period of one year from the date of such
termination  of  employment  or of the stated  period of the  Option,  whichever
period is the shorter;  provided,  however,  that if the Optionee  dies within a
period one year from the date of such termination of employment, any unexercised
Option, to the extent such Option would have been exercisable in accordance with
Section  2(b)  hereof  as of the date of such  termination,  may  thereafter  be
exercised  by the legal  representative  of his estate or by the  legatee of the
Optionee  under his last will  until the  expiration  of the period of two years
from the date of his  death or of the  stated  period of the  Option,  whichever
period is the shorter.

               (iv)  If  the  Optionee's   employment  with  the  Company  or  a
subsidiary of the Company is terminated by reason of the  Optionee's  retirement
after attaining both five (5) years of continuous  service with the Company or a
subsidiary of the Company and 59 1/2 years of age, to the extent  exercisable in
accordance  with  Section 2(b) hereof as of the date of such  termination,  such
Option may  thereafter be immediately  exercised but may not be exercised  after
the expiration of the period of two (2) years from the date of such  termination
of  employment or of the stated  period of the Option,  whichever  period is the
shorter; provided, however, that if the Optionee dies within a period of two (2)
years from the date of such termination of employment,  any unexercised  Option,
to the extent  exercisable in accordance with Section 2(b) hereof as of the date
of such termination,  may thereafter be exercised by the legal representative of
his  estate or by the  legatee  of the  Optionee  under his last will  until the
expiration  of the  period  of two  years  from the date of his  death or of the
stated period of the Option, whichever period is the shorter.

               (v)  If the Optionee's employment is terminated by the Company or
a  subsidiary  of the Company  "for cause" (as defined in Section  2.5(d) of the
Stockholders  Agreement) or if the  Optionee's  employment is terminated for any
reason not described in this Section 2(d), the Optionee's Option shall terminate
on the date of such termination.

               (e)  Nontransferability.  This  Option  shall not be transferable
other than by will or by the laws of descent and distribution.

               (f)  Withholding  Taxes.  If  required  by  applicable  law,  the
Optionee shall be required to pay  withholding  taxes, if any, to the Company in
cash at the time of  receipt of Stock  upon the  exercise  of all or any part of
this Option;  provided,  however, tax withholding  obligations may be met by the
withholding  of  Stock  otherwise   deliverable  to  the  Optionee  pursuant  to
procedures approved by the Committee;  provided further,  however, the amount of
Stock so withheld shall not exceed the minimum required withholding  obligation.
In no event shall Stock be delivered  to any  Optionee  until he has paid to the
Company in cash the amount of tax  required to be withheld by the Company  under
applicable law, if any, or has elected to have such tax withholding obligations,
if any, met by the withholding of Stock in accordance  with procedures  approved
by the Committee.

               (g) No Rights as Stockholder. The Optionee shall have no dividend
rights or any other rights as a stockholder  with respect to any shares of Stock
subject to the  Option  until he has given  written  notice of  exercise  of the
Option and paid in full for such shares.

               (h) No Right to  Continued  Employment.  This  Option  shall  not
confer upon the Optionee any right with respect to  continuance of employment by
the Company or a subsidiary  of the  Company,  nor shall it interfere in any way
with the right of the Company or such a subsidiary to terminate  his  employment
at any time.

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

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

               3. Change in Control.  For purposes of this Agreement,  a "Change
in Control"  shall be deemed to have  occurred if a "Sale of the  Business,"  as
defined in and contemplated by Section 2.4 of the  Stockholders  Agreement shall
have occurred.

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

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

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

               7.     Notices.   Any  notice  hereunder to  the Company shall be
addressed to it at c/o McCown De Leeuw & Co., 101 East 52nd Street,  31st Floor,
New York, New York 10022, Attention: David King, and any notice hereunder to the
Optionee shall be addressed to him at              ,   Attention:              ,
                                     --------------              --------------
subject  to  the  right  of either  party to  designate at any time hereafter in
writing some other address.

               8. Governing   Law.  This  Agreement  shall  be  governed  by and
construed in accordance with the laws of the State of Delaware.

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

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

                                            OUTSOURCING SOLUTIONS INC.


                                            By:
                                                --------------------------------
                                                Name:Timothy Beffa
                                                Title: President & CEO

OPTIONEE

                           (L.S.)
---------------------------

<PAGE>


                                                                     SCHEDULE I

Subject to paragraph (b) of Section 2 of the Agreement, the Option will vest and
become  exercisable in accordance with paragraph (1) below with respect to fifty
percent  (50%) of the shares of Stock  subject to the Option and the Option will
vest and become  exercisable in accordance with paragraph (2) below with respect
to the  remaining  fifty  percent  (50%) of the  shares of Stock  subject to the
Option.

        (1) With  respect to 50% of the shares of Stock  subject to the  Option:
Subject to the  achievement  of annual  performance  targets  established by the
Board of Directors of the Company (the  "Board") or the Committee (as defined in
the Agreement) in consultation with management,  this portion of the Option will
vest evenly on an annual basis over five (5) years  beginning on the date of the
Agreement,  i.e.,  with respect to 20% of the total number of shares  subject to
this portion of the Option in each year (the "Annual Option Allocation").

50% of the Annual Option  Allocation  not vested in any year would be subject to
catch-up  vesting in the immediately  following year, based upon the achievement
of the performance targets applicable to such immediately following year, and to
the extent  such  Annual  Option  Allocation  does not vest in such  immediately
following  year, it shall be forfeited and the Option shall never be exercisable
with  respect to the  shares  covered by such  unvested  portion of such  Annual
Option Allocation;  provided,  however, that, notwithstanding the foregoing, the
Option  may  become  exercisable  with  respect  to such  shares  to the  extent
otherwise provided in paragraph (b) of Section 2 of the Agreement.

        (2) With  respect to 50% of the shares of Stock  subject to the  Option:
This  portion  of the Option  will vest upon the  occurrence  of a  "Liquidation
Event" (as defined  below),  subject to the achievement by the Company of McCown
De Leeuw & Co. ("MDC") internal rate of return ("IRR") targets  according to the
schedule set forth below :


<PAGE>




================================================================================
                                      Year

--------------------------------------------------------------------------------
                      1            2            3            4             5
         -----------------------------------------------------------------------
         25.00%      0.00%       0.00%         0.00%       20.00%        40.00%
         -----------------------------------------------------------------------
         30.00%      0.00%       0.00%        20.00%       40.00%        60.00%
         -----------------------------------------------------------------------
MDC IRR* 35.00%      0.00%      20.00%        40.00%       60.00%        80.00%
         -----------------------------------------------------------------------
         40.00%     20.00%      40.00%        60.00%       80.00%       100.00%
         -----------------------------------------------------------------------
         45.00%     40.00%      60.00%        80.00%      100.00%
         -----------------------------------------------------------------------
         50.00%     60.00%      80.00%        100.00%
         -----------------------------------------------------------------------
         55.00%     60.00%      100.00%
         -----------------------------------------------------------------------
         75.00%     80.00%
         -----------------------------------------------------------------------
         100.00%    100.00%
         -----------------------------------------------------------------------
         *After giving effect to exercise of management options.

================================================================================


For purposes of this Agreement,  "Liquidation Event" shall mean a sale by MDC of
any of its shares of common stock of the Company to an unaffiliated  third party
(including,  without limitation, in a public offering). Upon a Liquidation Event
in which MDC sells less than all of its shares of common  stock of the  Company,
this  portion of the Option  will  partially  vest and  become  exercisable,  in
accordance  with the  foregoing  schedule,  on a ratable  basis  based  upon the
proportion  of MDC shares sold in the  Liquidation  Event  relative to the total
number of shares owned by MDC immediately prior to the Liquidation Event.


<PAGE>


                                                                     SCHEDULE II

                        NOTATIONS AS TO PARTIAL EXERCISE

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

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

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

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

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

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

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

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

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

           ========== ============ ============ =========== =========





<PAGE>


                                                                     SCHEDULE II
                                                                          Page 2

               This  STOCK   OPTION   AMENDMENT   AGREEMENT   (this   "Amendment
Agreement"),  dated  as of  June 3,  1999,  is  made  by and  among  OUTSOURCING
SOLUTIONS    INC.,    a    Delaware    corporation    (the    "Company"),    and
               (the "Optionee").
---------------

                                W I T N E S S E T H :
                                - - - - - - - - - -


               WHEREAS, the Optionee is a common law employee of the Company;


               WHEREAS, the Optionee is the holder of an outstanding option (the
"Option") to purchase an aggregate of           shares of $0.01 par value common
                                     -----------
stock of the Company  ("Stock")  awarded  pursuant to the Outsourcing  Solutions
Inc.  (formerly  OSI Holdings  Corp.) 1995 Stock Option and Stock Award Plan, as
amended (the "Plan"), and that certain Agreement,  dated         , 199 , between
                                                        ---------     -
the Company and the Optionee (the "Option Agreement"); and

               WHEREAS,  the  parties  hereto  desire  to amend  the  terms  and
conditions  of the Option  Agreement  to modify the  exercise  terms  thereof as
hereinafter set forth.

               NOW,  THEREFORE,  in  consideration  of the mutual  covenants and
agreements  hereinafter  set forth and other  good and  valuable  consideration,
receipt of which is hereby acknowledged, the parties hereto agree as follows:

               Section 1. Amendment of Option  Agreement.  The Option  Agreement
shall be and  hereby is  amended  by:  (a)  deleting  Schedule  I of the  Option
Agreement in its entirety  and  re-designating  Schedule II as Schedule I of the
Option  Agreement,  and (b)  deleting  paragraph  (b) of Section 2 of the Option
Agreement in its entirety and inserting the following in lieu thereof:

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

                      Date                                 Percentage
                      ----                                 ----------

                   --------------                              50%
                   --------------                              25%
                   --------------                              25%


               (ii)  Notwithstanding the foregoing provisions of Section 2(b)(i)
        hereof,  but subject to Section 2(a) and 2(d) hereof,  immediately prior
        to a "Change in  Control,"  as  hereinafter  defined,  the Option may be
        exercised  with  respect to all or any  portion  of the total  number of
        shares of Stock covered by the then unexercised Option.

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

               Section  2.  Optionee   Bound  by  Plan.   The  Optionee   hereby
acknowledges  receipt of a copy of the Plan and agrees to be bound by all of the
terms and provisions of the Plan and the Option  Agreement,  as amended  hereby,
including,  without  limitation,  the terms and  provisions  of the Plan and the
amended Option Agreement adopted after the date hereof.

               Section 3. Not a Contract of Employment. This Amendment Agreement
shall not be deemed to constitute a contract of employment  between the Optionee
and the  Company or its  subsidiaries  or  affiliates,  nor shall any  provision
hereof  restrict the right of the Company and/or its  subsidiaries or affiliates
to discharge  the  Optionee,  or restrict the right of the Optionee to terminate
his employment with the Company or its  subsidiaries  or affiliates,  subject to
any employment  agreement  currently or hereafter in effect between the Optionee
and the Company and/or any such subsidiary or affiliate.

               Section 4. Successors and Assigns. This Amendment Agreement shall
be  binding  upon  and  inure  to the  benefit  of the  Optionee  and his  legal
representatives, executors, administrators, heirs, distributees and legatees and
shall  be  binding  upon  and  inure  to the  benefit  of the  Company,  and any
subsidiary  or  affiliate,  and  any  successor  organizations,  to  any  of the
foregoing which may employ the Optionee.

               Section 5. Governing Law; Severability.  This Amendment Agreement
shall be governed by and construed in  accordance  with the laws of the State of
Delaware.  If, under such law, any portion of this Amendment Agreement is at any
time  deemed to be in  conflict  with any  applicable  statute,  rule,  judicial
interpretation  binding on the parties,  regulation or  ordinance,  such portion
shall be deemed to be modified or altered to conform  thereto or, if that is not
possible, to be omitted from this Amendment Agreement; and the invalidity of any
such portion  shall not affect the force,  effect and validity of the  remaining
portions hereof.

               Section 6. Stockholder  Approval.  This Amendment Agreement shall
become  effective on the date it is approved by more than  seventy-five  percent
(75%) of the voting  power of the  Company's  outstanding  stock,  and,  if such
approval is not obtained prior to December 31, 1999,  this  Amendment  Agreement
shall thereupon  automatically be canceled and deemed to have been null and void
ab initio.

               Section 7. Miscellaneous. Except as expressly amended hereby, the
terms and conditions of the Option  Agreement shall remain unchanged and in full
force and  effect.  No term or  provision  of this  Amendment  Agreement  may be
amended,  changed,  waived,  discharged  or terminated  orally,  but may only be
amended,  changed, waived,  discharged or terminated by an instrument in writing
executed by each of the parties to this Amendment Agreement. Section headings of
this Amendment  Agreement are for convenience of reference only and shall not be
considered a part of this Amendment  Agreement.  This Amendment Agreement may be
executed  in  one or  more  counterparts,  all of  which  taken  together  shall
constitute one and the same instrument.

               IN WITNESS WHEREOF, the parties hereto have signed this Amendment
Agreement as of the day and year first written above.

                                               OUTSOURCING SOLUTIONS, INC.



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



                                               OPTIONEE
                                                       -------------------------