FIRST  SUPPLEMENTAL  INDENTURE,  dated as of March 31,  1998 (the
"Supplemental  Indenture")  between Outsourcing  Solutions,  Inc., a corporation
organized under the laws of the State of Delaware (the  "Company"),  North Shore
Agency Inc., a New York corporation ("NSA"),  Accelerated Bureau of Collections,
Inc.,  a  Colorado  corporation  ("ABC"),  Sherman  Acquisition  Corporation,  a
Delaware corporation ("Sherman"),  The Union Corporation, a Delaware corporation
("Union"),  Allied  Bond &  Collection  Agency,  Inc.,  a  Delaware  corporation
("Allied  Bond"),  American Child Support Service  Bureau,  Inc., a Pennsylvania
corporation   ("American  Child"),   Capital  Credit  Corporation,   a  Delaware
corporation  ("CCC"),  High Performance  Services,  Inc., a Delaware corporation
("HPSI"),  High Performance  Services of Florida,  Inc., a Delaware  corporation
("HPSI Florida"), Interactive Performance, Inc., a Delaware corporation ("IPI"),
Interactive  Performance  of Florida,  Inc.,  a Delaware  corporation  ("IPFL"),
Interactive  Performance  of Georgia,  Inc.,  a Delaware  corporation  ("IPGA"),
Transworld Systems Inc., a California corporation ("TSI"), UCO Properties, Inc.,
a Delaware corporation ("UCO Properties"),  Union Financial Services Group, Inc.
, a Nevada corporation  ("UCOFS"),  American Recovery Company,  Inc., a Maryland
corporation  ("ARC"),  C.S.N.  Corp., a Illinois  corporation  ("CSN"),  General
Connector  Corporation,  a  Massachusetts  corporation  ("GCC"),   U.C.O.-M.B.A.
Corporation,  a  Pennsylvania  corporation  ("UCOMBA"),  Union  Specialty  Steel
Casting  Corporation,  a Pennsylvania  corporation  ("Union  Steel"),  Perimeter
Credit,  L.L.C., a Delaware limited  liability  company  ("Perimeter")  and Gulf
State Credit, L.L.C., a Delaware limited liability company ("Gulf State"), (each
individually,  an  "Additional  Guarantor"  and  collectively,  the  "Additional
Guarantors") (as defined below) and Wilmington Trust Company (the "Trustee"), as
Trustee under the Indenture (as defined below).  Capitalized  terms used and not
defined  herein  shall  have the same  meanings  given in the  Indenture  unless
otherwise indicated.

               WHEREAS,  the  Company,  the  Guarantors  listed  therein and the
Trustee are parties to that certain  Indenture dated as of November 6, 1996 (the
"Indenture")  pursuant to which the Company  issued its 11% Senior  Subordinated
Notes 2006 (the "Notes") and the Guarantors  guaranteed  the  obligations of the
Company under the Indenture and the Notes;

               WHEREAS,  pursuant  to  Section  4.18  of the  Indenture,  if the
Company  acquires  or  creates  any  additional  subsidiary  which is a domestic
Restricted  Subsidiary,  each  such  subsidiary  shall  execute  and  deliver  a
supplemental  indenture pursuant to which such subsidiary shall  unconditionally
guaranty the Company's obligations under the Notes;

               WHEREAS,  each   of  the  Additional  Guarantors  is  a  domestic
Restricted Subsidiary of the Company;

               WHEREAS, the Company and the  Trustee desire to have  each of the
Additional  Guarantors  enter  into  this  Supplemental  Indenture  and agree to
guaranty the  obligations  of the Company  under the Indenture and the Notes and
each Additional  Guarantor desires to enter into the Supplemental  Indenture and
to guaranty the  obligations of the Company under the Indenture and the Notes as
of such date;

               WHEREAS,  Section 9.1 of the Indenture provides that the Company,
the Guarantors and the Trustee may,  without the written  consent of the holders
of the outstanding Notes, amend the Indenture as provided herein;

               WHEREAS,  by  entering  into  this  Supplemental  Indenture,  the
Company,  and the Trustee have  consented to amend the  Indenture in  accordance
with the terms and conditions herein; and

               WHEREAS, each Guarantor hereby acknowledges and consents to amend
the Indenture in accordance with the terms and conditions herein;

               WHEREAS,  all acts  and  things  prescribed  by the  Articles  of
Incorporation  and the  By-laws  (each  as now in  effect)  of  each  Additional
Guarantor  necessary  to make this  Supplemental  Indenture  a valid  instrument
legally binding on the Additional  Guarantor for the purposes herein  expressed,
in accordance with its terms, have been duly done and performed;

               NOW,  THEREFORE,  in consideration of the foregoing and for other
good and valuable  consideration,  the receipt of which is hereby  acknowledged,
the Company,  the  Additional  Guarantors  and the Trustee  hereby agree for the
benefit of each other and the equal and  ratable  benefit of the  holders of the
Notes as follows:

               1. Additional Guarantors as Guarantors. As of the date hereof and
pursuant to this Indenture Supplement,  each Additional Guarantor shall become a
Guarantor  under clause (ii) of the  definition of Guarantor in the Indenture in
accordance  with the terms and  conditions of the Indenture and shall assume all
rights and obligations of a Guarantor thereunder.

               2.  Compliance with and Fulfillment of Condition of Section 4.18.
The execution  and delivery of this  Supplemental  Indenture by each  Additional
Guarantor (along with such  documentation  relating thereto as the Trustee shall
require,  including,  without  limitation,  an  Opinion  of  Counsel  as to  the
enforceability  of the  Supplemental  Indenture  and an  Officer's  Certificate)
fulfills the obligations of the Company under Section 4.18 of the Indenture.


               3. Construction. For all purposes of this Supplemental Indenture,
except as otherwise  herein expressly  provided or unless the context  otherwise
requires: (i) the terms and expressions used herein shall have the same meanings
as corresponding terms and expressions used in the Indenture; and (ii) the words
"herein,"  "hereof" and "hereby" and other words of similar  import used in this
Supplemental  Indenture refer to this Supplemental  Indenture as a whole and not
to any particular Section hereof.

               4. Trustee  Acceptance.  The Trustee accepts the amendment of the
Indenture effected by this Supplemental  Indenture,  as hereby amended, but only
upon the terms and  conditions set forth in the  Indenture,  as hereby  amended,
including the terms and  provisions  defining and limiting the  liabilities  and
responsibilities of the Trustee in the performance of its duties and obligations
under the Indenture,  as hereby amended.  Without limiting the generality of the
foregoing, the Trustee has no responsibility for the correctness of the recitals
of fact herein  contained  which shall be taken as the statements of each of the
Company   and   each   Additional   Guarantor,   respectively,   and   makes  no
representations as to the validity or enforceability  against any of the Company
or the Additional Guarantors.

               5. Indenture  Ratified.  Except as expressly amended hereby,  the
Indenture  is in  all  respects  ratified  and  confirmed  and  all  the  terms,
conditions and provisions thereof shall remain in full force and effect.

               6. Holders Bound. This  Supplemental  Indenture shall form a part
of the Indenture for all purposes,  and every holder of the Notes  heretofore or
hereafter authenticated and delivered shall be bound hereby.

               7. Successors and Assigns.  This Supplemental  Indenture shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

               8. Counterparts.  This Supplemental  Indenture may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original,  and all of such counterparts shall together constitute one and the
same instrument.

               9. Governing Law. This  Supplemental  Indenture shall be governed
by and construed in  accordance  with the internal laws of the State of New York
without giving effect to principles of conflicts of laws.



<PAGE>



               IN WITNESS WHEREOF,  the Company,  the Additional  Guarantors and
the Trustee have caused this  Supplemental  Indenture to be duly  executed as of
the date first above written.

               COMPANY:

               OUTSOURCING SOLUTIONS INC.

               By:    /s/ Timothy G. Beffa                
               Title: President

               ADDITIONAL GUARANTORS:

               NORTH SHORE AGENCY, INC.

               By:    /s/ Timothy G. Beffa                
               Title: Vice President

               ACCELERATED BUREAU OF COLLECTIONS, INC.

               By:    /s/ Timothy G. Beffa                
               Title:  Vice President

               SHERMAN ACQUISITION CORPORATION

               By:    /s/ Timothy G. Beffa                
               Title: President

               THE UNION CORPORATION

               By:    /s/ Timothy G. Beffa                
               Title:  President

               ALLIED BOND & COLLECTION AGENCY, INC.

               By:    /s/ Richard C. Hoffman              
               Title: Assistant Secretary

               AMERICAN CHILD SUPPORT SERVICE BUREAU, INC.

               By:    /s/ Richard C. Hoffman              
               Title:  Assistant Secretary

<PAGE>




               CAPITAL CREDIT CORPORATION

               By:    /s/ Timothy G. Beffa                
               Title: Chief Executive Officer

               HIGH PERFORMANCE SERVICES, INC.

               By:    /s/ Timothy G. Beffa                
               Title: President

               HIGH PERFORMANCE SERVICES OF FLORIDA, INC.

               By:    /s/ Timothy G. Beffa                
               Title: President

               INTERACTIVE PERFORMANCE, INC.

               By:    /s/ Timothy G. Beffa                
               Title: Chairman of the Board

               INTERACTIVE PERFORMANCE SERVICES OF
                  FLORIDA, INC.

               By:    /s/ Timothy G. Beffa                
               Title: President

               INTERACTIVE PERFORMANCE SERVICES OF
                  GEORGIA, INC.

               By:    /s/ William B. Hewitt               
               Title: President

               TRANSWORLD SYSTEMS INC.

               By:    /s/ Richard C. Hoffman              
               Title: Assistant Secretary

               UCO PROPERTIES, INC.


               By:    /s/ Timothy G. Beffa                
               Title: President

<PAGE>




               UNION FINANCIAL SERVICES GROUP, INC.

               By:    /s/ Timothy G. Beffa                
               Title: Vice President

               AMERICAN RECOVERY COMPANY, INC.

               By:    /s/ Timothy G. Beffa                
               Title: President

               C.S.N. CORP.

               By:    /s/ Timothy G. Beffa                
               Title: President

               GENERAL CONNECTOR CORPORATION

               By:    /s/ Timothy G. Beffa                
               Title: President

               U.C.O.-M.B.A. CORPORATION


               By:    /s/ Timothy G. Beffa                
               Title: President

               UNION SPECIALTY STEEL CASTING CORPORATION

               By:    /s/ Timothy G. Beffa                
               Title: President

               PERIMETER CREDIT, L.L.C.

               By  Account Portfolios Inc.,
                    as Sole Member

               By:    /s/ Timothy G. Beffa                
               Title: Chairman of the Board

               GULF STATE CREDIT, L.L.C.

               By Account Portfolios, Inc.,
                   as Sole Member

               By:    /s/ Timothy G. Beffa                
               Title: Chairman of the Board

               TRUSTEE:

               WILMINGTON TRUST COMPANY

               By:    /s/ Bruce L. Bisson                 
               Title: Vice President



<PAGE>

               ACKNOWLEDGED AND CONSENTED:

               CFC SERVICES CORP.

               By:    /s/ Timothy G. Beffa                
               Title: President

               A.M. MILLER & ASSOCIATES, INC.

               By:    /s/ Timothy G. Beffa                
               Title: Treasurer

               THE CONTINENTAL ALLIANCE, INC.

               By:    /s/ Richard C. Hoffman              
               Title: Assistant Secretary

               ALASKA FINANCIAL SERVICES, INC.

               By:    /s/ Richard C. Hoffman              
               Title: Assistant Secretary

               ACCOUNT PORTFOLIOS, INC.

               By:    /s/ Timothy G. Beffa                
               Title: Chairman of the Board

               PAYCO AMERICAN CORPORATION


               By:    /s/ Timothy G. Beffa                
               Title: President

               PAYCO-GENERAL AMERICAN CREDITS, INC.

               By:    /s/ Timothy G. Beffa                
               Title: Vice President

               NATIONAL ACCOUNT SYSTEMS, INC.

               By:    /s/ Timothy G. Beffa                
               Title: Vice President

               UNIVERSITY ACCOUNTING SERVICE, INC.

               By:    /s/ Timothy G. Beffa                
               Title: Vice President

               ASSET RECOVERY & MANAGEMENT CORP.

               By:    /s/ Timothy G. Beffa                
               Title: Vice President

               INDIANA MUTUAL CREDIT ASSOCIATION, INC.


               By:    /s/ Timothy G. Beffa                
               Title: Vice President

               FURST AND FURST, INC.

               By:    /s/ Timothy G. Beffa                
               Title: Vice President

               JENNIFER LOOMIS & ASSOCIATES, INC.

               By:    /s/ Timothy G. Beffa                
               Title: Vice President

               FM SERVICES CORPORATION

               By:    /s/ Timothy G. Beffa                
               Title: Vice President

               QUALINK, INC.

               By:    /s/ Timothy G. Beffa                
               Title: Vice President

               PROFESSIONAL RECOVERIES INC.


               By:    /s/ Timothy G. Beffa                
               Title: Vice President

               PAYCO AMERICAN INTERNATIONAL CORP.

               By:    /s/ Timothy G. Beffa                
               Title: Vice President

<PAGE>


                                    GUARANTEE


               ___________________________________    (the    "Guarantor")   has
unconditionally  guaranteed  on  a  senior  basis  (the  "Guarantee")  that  the
Principal of,  interest and Additional  Interest,  if any, on and any Additional
Amounts,  if any,  with  respect to the  Security  upon which this  notation  is
endorsed,  will be  duly  and  punctually  paid in full  when  due,  whether  at
maturity, by acceleration or otherwise,  and interest on overdue Principal,  and
(to the  extent  permitted  by  law)  interest  on any  interest  or  Additional
Interest,  if any,  on or  Additional  Amounts,  if  any,  with  respect  to the
Securities  and all other  Obligations  of the  Company  to the  Holders  or the
Trustee under the Securities or the Indenture (including fees, expenses or other
Obligations) will be promptly paid in full or performed.

               The obligations of the Guarantor to the Holders of Securities and
to the Trustee  pursuant to the Guarantee and the Indenture and the Supplemental
Indenture  are  expressly  set forth,  and are senior  obligations  of each such
Guarantor  to the  extent  and in  the  manner  provided,  in  Article  X of the
Indenture,  and reference is made to such Indenture for the precise terms of the
Guarantee therein made.

               A  trustee,   director,   officer,   employee,   stockholder   or
incorporator,  as such of the  Guarantor  shall not have any  liability  for any
obligations  of  the  Guarantor  under  the  Securities,   the  Indenture,   the
Supplemental  Indenture  or the  Guarantee or for any claim based on, in respect
of,  or by  reason  of,  such  obligations  or their  creation.  Each  Holder by
accepting a Security  waives and  releases  all such  liability.  The waiver and
release are part of the consideration for the issue of the Guarantee.

               All capitalized  terms used but not defined herein shall have the
meaning  ascribed to them in the Security  upon which this notation is endorsed.
As used herein the "First  Supplemental  Indenture" means the First Supplemental
Indenture,  dated  as of  March  31,  1998,  among  the  Company,  the  Original
Guarantors (as defined therein),  the Additional Guarantors (as defined therein)
and the Trustee.

               The Guarantee  shall not be valid or  obligatory  for any purpose
until  the  certificate  of  authentication  on the  Securities  upon  which the
Guarantee is noted shall have been  executed by the Trustee  under the Indenture
and the First  Supplemental  Indenture  by the  manual  signature  of one of its
authorized officers.

               Guarantor:

               By:
                  ---------------------------

               Name:

               Title: