MANAGEMENT STOCK PURCHASE AGREEMENT


     THIS  MANAGEMENT  STOCK  PURCHASE  AGREEMENT,  dated as of November 1, 2000
(this "Agreement"),  is made by and among Outsourcing Solutions Inc., a Delaware
corporation  (the  "Company")  and Bryan  Faliero (the  "Purchaser").  Except as
otherwise  indicated,  capitalized  terms used  herein are  defined in Section 5
hereof.

     The parties hereto agree as follows:

     Section 1. Purchase and Sale of Voting Common Stock.


          1A. Purchase and Sale. Subject to the terms  and conditions set  forth
herein, the Company will sell to the Purchaser,  and the Purchaser will purchase
from the Company,  10,008 shares of Voting  Common Stock at a  purchase price of
$37.47 per share.

          1B. The Closing. The  closing of  the sale and  purchase of the Voting
Common Stock hereunder  (the  "Closing")  will  take  place  at the  offices  of
Outsourcing Solutions Inc., 390 South Woods Mill Road,  Suite 350, Chesterfield,
MO  63017.  At the  Closing,  the  Company  will  deliver  to  the  Purchaser  a
certificate or certificates  evidencing  the  number of shares of  Voting Common
Stock  to  be  purchased  by such  Purchaser, registered  in  the  name of  such
Purchaser against payment of the purchase price therefor by delivery of (i) $125
by means  of a cashier's or certified check  or checks of immediately  available
funds  or by  wire transfer  of  immediately  available  funds to a bank account
designated  by the Company and  (ii) a $374,875  Promissory Note dated as of the
date hereof.

     Section 2. Restrictions on Transfers.

          2A. Restrictions.   Restricted Securities are transferable pursuant to
(i) public offerings registered  under the Securities Act, (ii) Rule 144 or Rule
144A of  the Securities  and Exchange  Commission (or any  similar rule  then in
force) if such rule is available, and (iii) subject to the conditions  specified
in paragraph 2B, any other legally  available  means of transfer pursuant to the
Securities Act. Nothing herein shall  be deemed to create any obligations on the
part of the Company, other than as set forth in the Stockholders Agreement dated
December 10, 1999  (the "Stockholders  Agreement"),  to register any offering of
Restricted Securities under the Securities  Act or to cause the requirements for
sale pursuant to Rule 144 or Rule 144a to be satisfied.

          2B. Procedure for  Transfer.  In connection  with the  transfer of any
Restricted  Securities  (other  than a  transfer  referred  to  in clause (i) of
paragraph  2A above),  the holder thereof  will  deliver  written notice  to the
Company describing  in  reasonable  detail the  transfer or  proposed  transfer,
together with an opinion (reasonably satisfactory  to the Company) of Kirkland &
Ellis or other  counsel  which (to the  Company's  reasonable  satisfaction)  is
knowledgeable  in securities  law matters to  the effect  that such  transfer of
Restricted  Securities  may be effected without  registration of such Restricted
Securities  under  the  Securities  Act.  In addition,  if the  holder  of  such
Restricted  Securities   delivers  to   the  Company   an  opinion   (reasonably
satisfactory  to the Company) of such counsel to the effect  that no  subsequent
transfer  of such  Restricted  Securities  will require  registration  under the
Securities  Act, the  Company will  promptly  upon such  contemplated   transfer
deliver  new certificates  for such  Restricted Securities which do not bear the
Securities Act  Legend set forth in  paragraph 4A below.  If the  Company is not
required to deliver new certificates for such Restricted  Securities not bearing
such legend, the holder thereof will not transfer the same until the prospective
transferee has confirmed to the Company in writing  its agreement to be bound by
the conditions contained in this paragraph and paragraph 4A.

     Section 3.  Representations  and  Warranties  of the  Company.  The Company
hereby represents and warrants to the Purchaser that as of the Closing:

          3A. Organization, etc.  The Company is a  corporation duly  organized,
validly existing and in good standing under  the laws of the State of  Delaware.
The Company has all requisite  corporate power  and authority  to  carry  on its
businesses as now conducted and presently  proposed to be conducted and to carry
out the transactions contemplated by this Agreement.

          3B. Authorization; No Breach. The  execution, delivery and performance
of this Agreement and all  other agreements and transactions contemplated hereby
and thereby have been duly authorized by the Company. This Agreement constitutes
a valid and binding obligation of the Company enforceable in accordance with its
terms,  subject to the  availability  of  equitable  remedies and to the laws of
bankruptcy and other similar laws affecting  creditors'  rights  generally.  The
execution and delivery by the Company of this Agreement and all other agreements
and instruments  contemplated  hereby and thereby to be executed by the Company,
and the offering, sale and issuance of the Voting Common Stock hereunder, do not
and will not (i) conflict with or result in a breach of the terms, conditions or
provisions of, (ii) constitute a default under,  (iii) result in the creation of
any lien,  security  interest,  charge or encumbrance upon the Company's capital
stock or assets  pursuant to, (iv) give any third party the right to  accelerate
any  obligation  under,  (v)  result  in a  violation  of, or (vi)  require  any
authorization,  consent, approval,  exemption or other action by or notice to or
filing  with any court or  administrative  or  governmental  body (other than in
connection  with certain state and federal  securities  laws) or any other third
party pursuant to, the Fourth Amended and Restated  Certificate of Incorporation
or the  Bylaws,  or any  law,  statute,  rule,  regulation,  instrument,  order,
judgment  or  decree  to which  the  Company  is  subject  or any  agreement  or
instrument to which the Company is a party, or by which its assets are bound.

     Section 4. Purchasers' Representations and Warranties.

          4A. Purchasers'  Investment  Representations.   The  Purchaser  hereby
represents that he is acquiring  the Restricted  Securities  purchased hereunder
for his own account with the present  intention of holding such  securities  for
investment purposes and that he has no intention of selling such securities in a
public distribution  in violation of federal or state securities  laws; provided
that nothing  contained herein  will prevent  the Purchaser  and the  subsequent
holders of such securities from transferring such  securities in compliance with
the provisions of  Section 2 hereof. Each certificate for Restricted  Securities
will be  conspicuously  imprinted with a legend  substantially  in the following
form (the "Securities Act Legend"):

     "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY  ISSUED ON
     NOVEMBER 1, 2000, AND HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF
     1933, AS AMENDED (THE "ACT"). THE TRANSFER OF SUCH SECURITIES IS SUBJECT TO
     THE  CONDITIONS  SPECIFIED IN (A) THE MANAGEMENT  STOCK PURCHASE  AGREEMENT
     DATED AS OF NOVEMBER 1, 2000,  BETWEEN THE ISSUER (THE  "COMPANY")  AND THE
     ORIGINAL  PURCHASER HEREOF AND (B) THE  STOCKHOLDERS  AGREEMENT DATED AS OF
     DECEMBER 10, 1999,  BETWEEN THE COMPANY AND THE ORIGINAL  PURCHASER HEREOF,
     AND THE COMPANY  RESERVES THE RIGHT TO REFUSE TO TRANSFER  SUCH  SECURITIES
     UNTIL SUCH  CONDITIONS  HAVE BEEN  FULFILLED WITH RESPECT TO SUCH TRANSFER.
     UPON WRITTEN  REQUEST,  A COPY OF SUCH  CONDITIONS WILL BE FURNISHED BY THE
     COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE."

Whenever any shares of Voting Common Stock cease to be Restricted Securities and
are not otherwise restricted securities,  the holder thereof will be entitled to
receive from the Company,  without expense, upon surrender to the Company of the
certificate  representing  such shares of Voting Common Stock, a new certificate
representing  such shares of Voting Common Stock of like tenor but not bearing a
legend of the character set forth above.

          4B. Other  Representations  and  Warranties  of  the  Purchasers.  The
Purchaser represents and warrants to and covenants and agrees with,  the Company
that:

              (i)  the  Purchaser  has had an opportunity to ask  questions  and
receive answers concerning the terms and conditions of the  securities purchased
hereunder  and has had full  access to such  other  information  concerning  the
Company as the Purchaser  may have  requested and that in making its decision to
invest in the securities being purchased  hereunder it is not in any way relying
on the fact that any other person has decided to invest in the securities;

              (ii) the Purchaser (a) is an "accredited  investor" as  defined in
Rule  501(a) under  the  Securities  Act or  (b) by reason  of its business  and
financial  experience,  and  the  business and  financial  experience  of  those
retained by it to advise it with  respect to its  investment  in the  securities
being  purchased hereunder, it, together with such advisors, has such knowledge,
sophistication and experience  in  business and  financial  matters  so as to be
capable of evaluating the merits and risks of its prospective investment in such
securities,  is able to bear the economic  risk of such  investment  and, at the
present time, is able to afford a complete loss of such investment; and

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

     Section 5.  Definitions.

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

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

          "Restricted Securities" means the Voting Common Stock issued hereunder
and any securities issued with respect to such Voting Common Stock by way of any
stock  dividend or stock split,  or in connection  with a combination of shares,
recapitalization,  merger,  consolidation  or  other  reorganization.  As to any
particular  Restricted  Securities,  such securities will cease to be Restricted
Securities when they have (a) been  effectively  registered under the Securities
Act and disposed of in accordance with the registration statement covering them,
(b) become  eligible for sale  pursuant to Rule 144  (excluding  Rule 144(k)) or
Rule 144A of the Securities and Exchange Commission (or any similar rule then in
force),  or (c)  been  otherwise  transferred  and new  securities  for them not
bearing the  Securities Act Legend set forth in paragraph 5A have been delivered
by the Company in accordance with the second sentence of paragraph 2B.

          "Rule 144" means  Rule 144 promulgated by the  Securities and Exchange
Commission  under the  Securities  Act as such rule may be amended  from time to
time, or any similar rule then in force.

          "Rule 144A" means Rule 144A promulgated by the Securities and Exchange
Commission  under the  Securities  Act as such rule may be amended  from time to
time, or any similar rule then in force.

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

          "Securities Exchange Act"  means the  Securities Exchange Act of 1934,
as amended, or any similar federal law then in force.

          "Securities and Exchange Commission" includes any governmental body or
agency succeeding to the functions thereof.

          "Voting Common Stock"  means the  Company's Voting  Common  Stock, par
value $0.01 per share.

     Section 6.  Miscellaneous.

          6A.  Amendments and Waivers.  Except as otherwise provided herein, any
provision hereof may be amended or waived generally and the Company may take any
action  herein  prohibited,  or omit to perform  any act herein  required  to be
performed  by it, only if the Company has  obtained  the written  consent of the
Purchaser.  No course of dealing  between  the  Company and any holder of Voting
Common  Stock  issued  hereunder  or any delay on the part of the Company or any
such holder in exercising  any rights  hereunder will operate as a waiver of any
rights of the Company or of any such holder.

          6B. Survival  of Representations  and Warranties.  All representations
and warranties contained  herein or made in writing  by any  party in connection
herewith will survive the execution and delivery of this  Agreement,  regardless
of any investigation made by the Company or the Purchaser or on its behalf.

          6C. Successors and Assigns.

              (i)  Except as otherwise expressly  provided herein, all covenants
and agreements contained in this Agreement by or on behalf of any of the parties
hereto  will bind and inure to the  benefit  of the  respective  successors  and
assigns of such parties whether so expressed or not.

              (ii) If a sale,  transfer, assignment or other disposition  of any
Voting Common Stock is made in accordance  with the provisions of this Agreement
to any Person and such securities remain Restricted Securities immediately after
such disposition, such Person shall, at or prior to the time such securities are
acquired,  execute a  counterpart  of this  Agreement  with  such  modifications
thereto  as may be  necessary  to  reflect  such  acquisition,  and  such  other
documents as are necessary to confirm such Person's  agreement to become a party
to, and to be bound by, all covenants, terms and conditions of this Agreement as
theretofore amended.

          6D. Severability.  Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any  provision of  this Agreement is held to be  invalid, illegal or
unenforceable  under  any  applicable  law or  rule  in any  jurisdiction,  such
provision will be ineffective only to the extent of such invalidity,  illegality
or unenforceability in such jurisdiction,  without invalidating the remainder of
this  Agreement  in such  jurisdiction  or any  provision  hereof  in any  other
jurisdiction.

          6E. Counterparts. This Agreement may be executed simultaneously in two
or more counterparts,  any one of which  need not contain the signatures of more
than one party, but all such counterparts taken together will constitute one and
the same Agreement.

          6F. Descriptive  Headings.  The descriptive headings of this Agreement
are  inserted  for  convenience  only  and do  not  constitute  a part  of  this
Agreement.

          6G. Governing Law. All issues concerning the enforceability,  validity
and binding  effect of  this Agreement  shall be  governed by and  construed  in
accordance with the laws of the State of New York,  without giving effect to any
choice of law or conflict of law  provision or rule (whether of the State of New
York or any other  jurisdiction)  that would cause the application of the law of
any jurisdiction other than the State of New York.

          6H. Notices.  All notices, demands or other communications to be given
or delivered  under or by reason of the  provisions  of this  Agreement  will be
in writing  and shall  be delivered  personally  or  by  telex  or  telecopy  as
described below or by reputable over night courier, and shall be deemed given on
the date on which such delivery is made.  If delivered by telex or telecopy such
notices or communications shall be confirmed by a registered or certified letter
(return receipt requested), postage prepaid.


                           *     *     *     *     *


<PAGE>




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

                                    OUTSOURCING SOLUTIONS INC.

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



                                    /s/ Bryan Faliero
                                    ------------------------------------------
                                    Bryan Faliero


<PAGE>



$374,875                                                      November 1, 2000

                                 PROMISSORY NOTE

     FOR VALUE RECEIVED, Bryan Faliero ("Maker"),  hereby promises to pay to the
order of Outsourcing Solutions Inc., a Delaware corporation  ("Payee"),  at such
place as Payee  shall  designate  to Maker  from  time to time in  writing,  the
principal sum of Three Hundred  Seventy Four Thousand Eight Hundred Seventy Five
Dollars  ($374,875.00),  on the terms and  conditions  set  forth  herein.  This
Promissory  Note shall bear  interest  (computed on the basis of a 360-day year,
counting the number of actual days elapsed) on the principal balance outstanding
from time to time from the date hereof at the rate of 6.01% percent per annum.

     The principal  balance of this  Promissory  Note and all accrued and unpaid
interest shall be paid on the seventh anniversary of the date hereof.

     Maker may prepay all or any portion of the outstanding  principal amount of
this Promissory  Note,  together with the full amount of any accrued interest on
this Promissory Note through the date of prepayment, at any time without penalty
or premium.

     Notwithstanding the foregoing:

     (a) The Payee may declare all or any portion of the  outstanding  principal
amount of this Note  (together  with all accrued  interest  hereon and all other
amounts due in connection  herewith)  immediately due and payable and may demand
immediate payment thereof upon the termination of Maker's  employment with Payee
for any reason other than Maker's death, disability, or termination by the Payee
without cause (as defined in the Employment Agreement, dated as of June 4, 1999,
by and between Payee and Maker); and

     (b)  Immediately  upon  receipt by Maker of proceeds of any sale of Pledged
Shares (as defined in the  Management  Stock Pledge  Agreement,  dated as of the
date hereof, between Payee and Maker), Maker shall prepay this Note in an amount
equal to such  proceeds,  with any such  prepayment  being  applied first to any
accrued and unpaid interest on the Note.

     Without  affecting  the  liability  of  any  maker,  endorser,   surety  or
guarantor,  Payee may,  without  notice,  grant renewals or  extensions,  accept
partial payments, or agree not to sue any party liable on this Promissory Note.

     Whenever  possible,  each  provision  of  this  Promissory  Note  shall  be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any provision of this  Promissory  Note shall be prohibited by or invalid
under such law,  such  provision  shall be severable and be  ineffective  to the
extent of such  prohibition or invalidity,  without  invalidating  the remaining
provisions of this Promissory Note.

     In the event Maker fails to pay any amounts due hereunder within 30 days of
the date when such  amounts are due,  Maker shall pay to the holder  hereof,  in
addition to such  amounts  due, all costs of  collection,  including  reasonable
attorneys fees.

     This  Promissory  Note shall be binding upon Maker and his  successors  and
assigns, and shall inure to the benefit of Payee and its successors and assigns.
Maker's rights,  obligations and interests in and under this Promissory Note may
not be assigned, sold, transferred or conveyed without the prior written consent
of Payee in its sole discretion.

     This  Promissory  Note and the  rights of the  parties  hereunder  shall be
governed by and construed in  accordance  with the internal laws of the State of
New York.  This Note is secured by a pledge of certain  shares of Voting  Common
Stock of  Outsourcing  Solutions  Inc.  held by Maker  pursuant to that  certain
Management  Stock Pledge Agreement dated as of the date hereof between Payee and
Maker.  To the extent that the shares  pledged  under such Pledge  Agreement are
insufficient to satisfy the amount due hereunder  (including any attorney's fees
incurred by Payee  hereunder),  Maker shall be liable for any deficiency only up
to a maximum of $187,375. Otherwise, this Note is non-recourse to Maker.

                                    * * * * *


<PAGE>



     IN WITNESS WHEREOF,  Maker,  intending to be legally bound hereby, has duly
executed and delivered this Promissory Note on the date first set forth above.


                                          /s/ Bryan Faliero
                                          --------------------------------
                                          Bryan Faliero



<PAGE>

                       MANAGEMENT STOCK PLEDGE AGREEMENT


     THIS  MANAGEMENT  STOCK  PLEDGE  AGREEMENT  is made as of  November 1, 2000
between Bryan Faliero  ("Pledgor"),  and Outsourcing  Solutions Inc., a Delaware
corporation (the "Company").

     The  Company  and  Pledgor  are  parties  to a  Management  Stock  Purchase
Agreement  dated as of the date  hereof,  pursuant  to which  Pledgor  purchased
shares of the  Company's  Voting  Common  Stock,  par value $0.01 per share (the
"Purchased  Shares").  The Company has allowed  Pledgor to purchase a portion of
the  Purchased  Shares by  delivery  to the  Company of a  promissory  note (the
"Note") in an  aggregate  principal  amount  equal to a portion of the  purchase
price of the  Purchased  Shares.  This Pledge  Agreement  provides the terms and
conditions  upon  which the Note is  secured  by a pledge to the  Company of the
Purchased Shares (the "Pledged Shares").

     NOW, THEREFORE, in consideration of the premises contained herein and other
good and valuable  consideration the receipt and sufficiency of which are hereby
acknowledged,  and in order to induce the  Company to accept the Note as payment
for the Purchased Shares, Pledgor and the Company hereby agree as follows:

     1. Pledge. Pledgor hereby pledges to the Company, and grants to the Company
a  security  interest  in, the  Pledged  Shares as  security  for the prompt and
complete  payment  when due of the unpaid  principal of and interest on the Note
and full payment and  performance of the  obligations and liabilities of Pledgor
hereunder.

     2.  Delivery  of  Pledged  Shares.  In  the  event  that  the  certificates
representing  the Pledged Shares are at any time  delivered to Pledgor,  Pledgor
shall  immediately  deliver to the Company  the  certificates  representing  the
Pledged  Shares,  together with duly executed forms of assignment  sufficient to
transfer title thereto to the Company.

     3. Voting Rights; Cash Dividends.  Notwithstanding anything to the contrary
contained  herein,  during the term of this Pledge  Agreement until such time as
there  exists a default in the payment of  principal  or interest on the Note or
any other default under the Note or hereunder,  Pledgor shall be entitled to all
voting rights with respect to the Pledged Shares and shall, subject to the terms
of the Note,  be entitled to receive all cash  dividends  paid in respect of the
Pledged  Shares.  Upon the occurrence of and during the  continuance of any such
default,  Pledgor  shall no longer be able to vote the  Pledged  Shares  and the
Company shall retain all such cash  dividends  payable on the Pledged  Shares as
additional security hereunder.

     4. Stock Dividends;  Distributions, etc. If, while this Pledge Agreement is
in effect,  Pledgor  becomes  entitled to receive or receives any  securities or
other property in addition to, in substitution of, or in exchange for any of the
Pledged   Shares   (whether   as  a   distribution   in   connection   with  any
recapitalization,  reorganization  or  reclassification,  a  stock  dividend  or
otherwise),  Pledgor shall accept such securities or other property on behalf of
and  for the  benefit  of the  Company  as  additional  security  for  Pledgor's
obligations  under the Note and shall promptly deliver such additional  security
to the  Company  together  with  duly  executed  forms of  assignment,  and such
additional security shall be deemed to be part of the Pledged Shares hereunder.

     5. Default. If Pledgor defaults in the payment of the principal or interest
under the Note  when it  becomes  due  (whether  upon  demand,  acceleration  or
otherwise) or any other event of default under the Note or this Pledge Agreement
occurs (including the bankruptcy or insolvency of Pledgor),  and such default is
not cured  within  thirty (30) days,  the Company may  exercise  any and all the
rights,  powers and remedies of any owner of the Pledged  Shares  (including the
right to vote the shares and receive dividends and distributions with respect to
such  shares)  and shall have and may  exercise  without  demand any and all the
rights and remedies  granted to a secured  party upon default  under the Uniform
Commercial  Code  of New  York  or  otherwise  available  to the  Company  under
applicable  law.  Without  limiting the foregoing,  the Company is authorized to
sell,  assign and deliver at its discretion,  from time to time, all or any part
of the Pledged  Shares at any private sale or public  auction,  on not less than
ten days written  notice to Pledgor,  at such price or prices as  determined  in
good  faith by the  Company's  Board of  Directors  and upon  such  terms as the
Company may deem  advisable.  Pledgor  shall have no right to redeem the Pledged
Shares  after any such sale or  assignment.  At any such  sale or  auction,  the
Company may bid for, and become the  purchaser  of, the whole or any part of the
Pledged Shares offered for sale. In case of any such sale,  after  deducting the
costs,  attorneys'  fees and other expenses of sale and delivery,  the remaining
proceeds of such sale shall be applied to the principal of and accrued  interest
on the Note;  provided that after payment in full of the indebtedness  evidenced
by the Note, the balance of the proceeds of sale then remaining shall be paid to
Pledgor and Pledgor shall be entitled to the return of any of the Pledged Shares
remaining  in the  hands  of the  Company.  Pledgor  shall  be  liable  for  any
deficiency  (up  to a  maximum  of  $187,375)  if  the  remaining  proceeds  are
insufficient to pay the indebtedness under the Note in full,  including the fees
of any attorneys employed by the Company to collect such deficiency.

     6. Costs and Attorneys' Fees. All costs and expenses (including  reasonable
attorneys' fees) incurred in exercising any right,  power or remedy conferred by
this Pledge  Agreement or in the enforcement  thereof,  shall become part of the
indebtedness  secured  hereunder and shall be paid by Pledgor or repaid from the
proceeds of the sale of the Pledged Shares hereunder.

     7. No Other Liens;  No Sales or Transfers.  Pledgor  hereby  represents and
warrants that he has good and valid title to all of the Pledged Shares, free and
clear of all liens, security interests and other encumbrances,  other than those
imposed by that certain Stockholders Agreement, dated December 10, 1999, between
the Company and the  stockholders of the Company,  and Pledgor hereby  covenants
that, until such time as all of the outstanding principal of and interest on the
Note has been repaid,  Pledgor shall not (i) create,  incur, assume or suffer to
exist any pledge,  security  interest,  encumbrance,  lien or charge of any kind
against the Pledged Shares or Pledgor's  rights as a holder thereof,  other than
pursuant  to this  Agreement,  or (ii) sell or  otherwise  transfer  any Pledged
Shares or any interest therein.

     8.  Further  Assurances.  Pledgor  agrees that at any time and from time to
time upon the written request of the Company,  Pledgor shall execute and deliver
such further documents (including UCC financing  statements) and do such further
acts and things as the  Company  may  reasonably  request in order to effect the
purposes of this Pledge Agreement.

     9. Severability. Any provision of this Pledge Agreement which is prohibited
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective  to the  extent  of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

     10. No  Waiver;  Cumulative  Remedies.  The  Company  shall not by any act,
delay,  omission  or  otherwise  be deemed to have  waived  any of its rights or
remedies  hereunder,  and no waiver shall be valid unless in writing,  signed by
the  Company,  and then only to the extent  therein  set forth.  A waiver by the
Company  of any  right or  remedy  hereunder  on any one  occasion  shall not be
construed as a bar to any right or remedy which the Company would otherwise have
on any future  occasion.  No failure to exercise nor any delay in  exercising on
the part of the Company,  any right, power or privilege hereunder shall preclude
any other or further exercise thereof or the exercise of any other right,  power
or privilege.  The rights and remedies herein provided are cumulative and may be
exercised  singly  or  concurrently,  and are not  exclusive  of any  rights  or
remedies provided by law.

     11. Waivers, Amendments; Applicable Law. None of the terms or provisions of
this Pledge Agreement may be waived,  altered,  modified or amended except by an
instrument in writing,  duly executed by the parties hereto.  This Agreement and
all  obligations  of the Pledgor  hereunder  shall  together with the rights and
remedies of the Company  hereunder,  inure to the benefit of the Company and its
successors  and  assigns.  This Pledge  Agreement  shall be governed  by, and be
construed and interpreted in accordance with, the laws of the State of New York.

                                    * * * * *


     IN  WITNESS  WHEREOF,  this  Management  Stock  Pledge  Agreement  has been
executed as of the date first above written.



                            OUTSOURCING SOLUTIONS INC.


                            By:/s/ Timothy Beffa
                               ---------------------------------

                            Name: Timothy Beffa

                            Its: President and Chief Executive Officer



                            PLEDGOR:



                            /s/ Bryan Faliero
                            ------------------------------------
                            Bryan Faliero


<PAGE>


                                   STOCK POWER

     FOR VALUE RECEIVED,  Bryan Faliero ("Employee"),  hereby sells, assigns and
transfers unto  __________________________,  _______ shares of the Voting Common
Stock,  par value $0.01 per share,  of  Outsourcing  Solutions  Inc., a Delaware
corporation  (the  "Corporation"),  standing  in his  name on the  books  of the
Corporation  represented  by  certificate  no.  _____  herewith  and  do  hereby
irrevocably constitute and appoint _________________________________ attorney to
transfer  said  stock  on the  books  of the  Corporation  with  full  power  of
substitution in the premises.

Dated:
        ----------------------

                                            /s/ Bryan Faliero
                                            ------------------------------------
                                            Bryan Faliero