AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

                           Dated as of April 16, 2001

                                      among

                           OUTSOURCING SOLUTIONS INC.,
                             a Delaware corporation,

                           the Purchasers named herein

                                       AND

                          certain other parties hereto

           Relating to Certain Shares of Common Stock, $0.01 Par Value












<PAGE>


     THIS AMENDED AND RESTATED  REGISTRATION  RIGHTS AGREEMENT (the "Agreement")
is made and entered into as of April 16, 2001, among Outsourcing Solutions Inc.,
a Delaware  corporation (the "Company"),  Madison Dearborn Capital Partners III,
L.P.  ("MDCP"),  Madison Dearborn Special Equity III, L.P.  ("MDSE") and Special
Advisers Fund I, L.L.C.  ("SAF" and collectively with MDCP and MDSE, the "Equity
Investor") and Ares Leveraged  Investment Fund, L.P., Ares Leveraged  Investment
Fund II, L.P.,  DB Capital  Investors,  L.P.,  First Union  Merchant  Bank 1999,
L.L.C., First Union Capital Partners 2001, L.L.C., Abbott Capital 1330 Investors
II, L.P.,  Abbott  Capital  Private  Equity Fund III,  L.P.,  BNY Partners Fund,
L.L.C., Heller Financial,  Inc., Magnetite Asset Investors L.L.C., FBR Financial
Fund II, L.P.,  Harvest  Opportunity  Partners,  L.P., Gryphon Partners II, L.P.
("GPII") and Gryphon  Partners II-A, L.P.  ("GPII-A")  (each a "Purchaser"  and,
collectively, the "Purchasers").

     The Company and certain of the Purchasers (or their Affiliates),  excluding
GPII and GPII-A, previously entered into a Registration Rights Agreement,  dated
December 10, 1999 (relating to 5,920,474.15 shares of Common Stock), pursuant to
that certain  Purchase  Agreement,  dated as of December 10, 1999 (the "Original
Agreement"),  among the  Company and certain of the  Purchasers  (the  "Purchase
Agreement"), relating to the sale by the Company to certain of the Purchasers of
an  aggregate  of  (i)  25,000  shares  of  the  Company's  Class  A 14%  Senior
Mandatorily  Redeemable  Preferred Stock (the "Class A Senior Preferred Stock"),
(ii) 75,000 shares of the Company's  Class B 14% Senior  Mandatorily  Redeemable
Preferred  Stock (the "Class B Senior  Preferred  Stock",  and together with the
Class A  Senior  Preferred  Stock,  the  "Senior  Preferred  Stock")  and  (iii)
596,913.07 shares of the Company's Common Stock (as defined herein) (such shares
of Common  Stock,  together  with the Senior  Preferred  Stock,  the  "Purchased
Securities").

     The Company,  GPII,  GPII-A and certain other  Purchasers  are parties to a
Stock  Subscription  Agreement,  dated as of April 3,  2001  (the  "Subscription
Agreement"),  wherein,  inter alia, GPII and GPII-A are each acquiring  certain,
and may acquire certain additional, shares of the Company's Senior Common Stock,
par value $0.01 per share (the  "Senior  Common  Stock")  (such shares of Senior
Common Stock, the "Subscription Shares").

     In order to induce GPII and GPII-A to enter into the Subscription Agreement
and purchase the Subscription  Shares, the Company has agreed to provide to GPII
and  GPII-A  the  registration  rights  and  other  rights  for the  Registrable
Securities  (as defined  herein) set forth in this  Agreement.  The execution of
this Agreement is a condition to the  obligations of GPII and GPII-A to purchase
the Subscription Shares under the Subscription Agreement.

     In consideration of the foregoing, the parties hereto agree as follows:

     1.  Definitions.  As used  in this  Agreement,  the  following  capitalized
defined terms shall have the following meanings:

     "Advice" shall have the meaning ascribed to that term in the last paragraph
of Section 4.

     "Affiliate"  means,  with respect to any  specified  Person:  (i) any other
Person  directly or indirectly  controlling  or controlled by or under direct or
indirect common control with such specified  Person;  (ii) any other Person that
owns,  directly or indirectly,  10% or more of such specified  Person's  Capital
Stock;  or (iii) any other  Person 10% or more of the  Voting  Stock of which is
beneficially  owned or held directly or indirectly by such specified Person. For
the  purposes  of this  definition,  "control"  when  used with  respect  to any
specified  Person means the power to direct the  management and policies of such
Person, directly or indirectly,  whether through ownership of voting securities,
by contract or otherwise;  and the terms  "controlling"  and  "controlled"  have
meanings  correlative  to the  foregoing.  With  respect to each  Purchaser,  an
Affiliate  shall also include,  without  limitation,  any Person  managed by, or
controlling  or  under  common  control  with  such  Purchaser  or  any  of  its
Affiliates.  Notwithstanding  anything to the contrary  contained herein, (x) no
portfolio  company of MDCP nor any  portfolio  company  of a fund  managed by or
affiliated  with MDCP shall be deemed an  Affiliate  of the  Company  and (y) no
Purchaser or any of their respective  Affiliates shall be deemed an Affiliate of
the Company.

     "Agreement"  shall have the meaning  ascribed to that term in the  preamble
hereto.

     "Black Out Period" shall have the meaning  ascribed to that term in Section
2.1.

     "Board of  Directors"  shall mean the Board of  Directors of the Company or
any authorized committee of such Board of Directors.

     "Business Day" shall mean a day that is not a Legal Holiday.

     "Capital  Stock"  shall  mean,  (i) with  respect to any  Person  that is a
corporation,  corporate stock,  (ii) with respect to any association or business
entity,  any and all  shares,  interests,  participations  or other  equivalents
(however  designated  and whether or not voting) of corporate  stock,  including
each  class of common  stock and  preferred  stock of such  Person;  (iii)  with
respect  to any  Person  that is not a  corporation,  any  and all  partnership,
membership  or other  equity  interests  of such  Person;  and (iv) any  rights,
warrants or options exchangeable for or convertible into any of the foregoing.

     "Certificate of Designation"  shall mean the Certificate of Designation for
the Senior Preferred Stock.

     "Change of  Control"  shall have the  meaning  ascribed to that term in the
Certificate of Designation.

     "Class A Senior  Preferred  Stock" shall have the meaning  ascribed to that
term in the preamble hereto.

     "Class B Senior  Preferred  Stock" shall have the meaning  ascribed to that
term in the preamble hereto.

     "Common Stock" shall mean the Company's $0.01 par value common stock of any
class,  including the Voting Common  Stock,  Non-Voting  Common Stock and Senior
Common Stock.

     "Company"  shall have the  meaning  ascribed  to that term in the  preamble
hereto and shall also include the Company's successors.

     "Demand" shall have the meaning ascribed to that term in Section 2.1.

     "Demand  Registration"  shall  have the  meaning  ascribed  to that term in
Section 2.1.

     "Effectiveness  Period"  shall have the  meaning  ascribed  to that term in
Section 2.1.

     "Equity  Investor"  shall  have the  meaning  ascribed  to that term in the
preamble.

     "Equity Investor Shares" shall mean (a) the Common Stock held by the Equity
Investor or its  designees  or issued or issuable  to the Equity  Investor  upon
conversion  of the Senior  Common Stock  (including  all Common Stock  purchased
pursuant to the  Recapitalization  Agreement or issued or issuable to the Equity
Investor or its designees upon  conversion of the Senior Common Stock  purchased
pursuant  to the  Subscription  Agreement),  whether  held by any of them or any
subsequent  assignee  or  transferee  and (b) any  other  securities  issued  or
issuable  with respect to or in exchange for such Common Stock or Senior  Common
Stock  by  way  of  stock  dividend  or  stock  split  or in  connection  with a
combination  of  shares,   recapitalization,   merger,  consolidation  or  other
reorganization or otherwise.

     "Exchange Act" shall mean the Securities  Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the SEC thereunder.

     "Holder" shall mean each of the Purchasers and the Equity Investor,  for so
long as the Purchasers or the Equity  Investor own any  Registrable  Securities,
and their respective successors, assigns and direct and indirect transferees who
become registered owners of Registrable Securities.

     "Initial  Public  Equity  Offering"  means a  primary  underwritten  public
offering (but  excluding any offering  pursuant to Form S-8 under the Securities
Act or any other  publicly  registered  offering  pursuant to the Securities Act
pertaining  to an issuance of shares of Common Stock or  securities  exercisable
therefor  under any benefit  plan,  employee  compensation  plan, or employee or
director  stock  purchase  plan) of Common  Stock of the Company  pursuant to an
effective registration statement under the Securities Act.

     "Legal  Holiday" shall mean a Saturday,  a Sunday or a day on which banking
institutions  in The City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed.

     "Lock Up Period"  shall have the  meaning  ascribed to that term in Section
2.1.

     "MDCP" shall have the meaning ascribed to that term in the preamble hereto.

     "MDSE" shall have the meaning ascribed to that term in the preamble hereto.

     "Person"  shall  mean  an  individual,  corporation,  partnership,  limited
liability  company,  joint venture,  association,  joint-stock  company,  trust,
unincorporated  organization  or government  or agency or political  subdivision
thereof.

     "Postponement  Period"  shall  have the  meaning  ascribed  to that term in
Section 2.1.

     "Preferred Stock" means,  with respect to any Person,  Capital Stock of any
class or classes  (however  designated)  of such Person which is preferred as to
the payment of dividends or  distributions,  or as to the distribution of assets
upon any voluntary or  involuntary  liquidation  or  dissolution of such Person,
over  Capital  Stock of any other  class of such  Person.  With  respect  to the
Company, the term "Preferred Stock" shall include the Senior Preferred Stock.

     "Prospectus"  means the prospectus  included in any Registration  Statement
(including,   without  limitation,   a  prospectus  that  discloses  information
previously omitted from a prospectus filed as part of an effective  registration
statement  in reliance  upon Rule 430A  promulgated  pursuant to the  Securities
Act), as amended or supplemented by any prospectus  supplement,  with respect to
the terms of the offering of any portion of the Registrable  Securities  covered
by such Registration Statement,  and all other amendments and supplements to any
such  prospectus,   including  post-effective   amendments,   and  all  material
incorporated by reference or deemed to be incorporated by reference,  if any, in
such prospectus.

     "Purchase  Agreement"  shall have the meaning  ascribed to that term in the
preamble hereto.

     "Purchased  Securities" shall have the meaning ascribed to that term in the
preamble hereto.

     "Purchasers"  shall have the meaning  ascribed to that term in the preamble
hereto.

     "Purchaser  Holder" shall mean each of the  Purchasers,  for so long as the
Purchasers own any Registrable  Securities,  and their  successors,  assigns and
direct and indirect  transferees  who become  registered  owners of  Registrable
Securities.

     "Qualifying  IPO" shall mean an Initial Public Equity  Offering  generating
aggregate gross proceeds to the Company of at least $50.0 million.

     "Recapitalization  Agreement"  means that certain  Stock  Subscription  and
Redemption  Agreement,  dated as of October  8, 1999,  by and among MDCP and the
other parties thereto, as may be amended from time to time.

     "Registrable  Securities"  shall  mean  any of (i) the  Shares  or (ii) the
Equity Investor Shares. As to any particular Registrable Securities, once issued
such securities shall cease to be Registrable Securities when (a) a Registration
Statement  with  respect to the sale of such  securities  by the Holder  thereof
shall have been declared  effective under the Securities Act and such securities
shall have been disposed of by such Holder in accordance with such  Registration
Statement,  (b) such securities have been  distributed to the public pursuant to
Rule 144 (or any successor provision)  promulgated under the Securities Act, (c)
such securities  shall have been otherwise  transferred and new certificates for
them not bearing a legend restricting further transfer shall have been delivered
by the Company and subsequent  disposition of such securities  shall not require
registration or qualification  under the Securities Act or any similar state law
then in force or (d) such securities shall have ceased to be outstanding.

     "Registration  Expenses" shall mean all expenses  incident to the Company's
performance of or compliance with this Agreement, including, without limitation,
all SEC and stock exchange or National  Association of Securities Dealers,  Inc.
registration and filing fees and expenses,  fees and expenses of compliance with
securities or Blue Sky laws (including,  without limitation,  in the event of an
underwritten  offering,  reasonable  fees and  disbursements  of counsel for the
underwriters  in  connection  with  Blue  Sky  qualifications,  if  any,  of the
Registrable  Securities),  rating  agency fees,  printing  expenses,  messenger,
telephone  and  delivery  expenses,  fees and  disbursements  of counsel for the
Company and all independent  certified public accountants,  and, in the event of
an underwritten offering, the fees and disbursements of underwriters customarily
paid by issuers or sellers of securities (but not including (i) any underwriting
discounts or commissions or transfer taxes, if any,  attributable to the sale of
Registrable  Securities by Holders of such  Registrable  Securities or (ii) fees
and expenses of counsel and/or experts for the Holders).

     "Registration  Statement"  shall  mean any  registration  statement  of the
Company  which  covers  any  of  the  Registrable  Securities  pursuant  to  the
provisions of this  Agreement and all  amendments  and  supplements  to any such
Registration  Statement,  including  post-effective  amendments,  in  each  case
including  the  Prospectus  contained  therein,  all  exhibits  thereto  and all
material incorporated by reference therein.

     "Requisite Shares" shall mean a number of Registrable Securities equivalent
to not  less  than  30% of the  Registrable  Securities  (excluding  Registrable
Securities  which are  Equity  Investor  Shares)  outstanding  as of any date of
determination.

     "Rule 144" shall mean Rule 144 under the  Securities  Act (or any successor
provision), as it may be amended from time to time.

     "Rule 144A" shall mean Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.

     "SAF" shall have the meaning ascribed in the preamble hereto.

     "SEC" shall mean the  Securities and Exchange  Commission,  as from time to
time  constituted,  created  under the Exchange Act or, if at any time after the
execution of this Agreement  such  Commission is not existing and performing the
duties now  assigned to it under the  Exchange  Act,  the body  performing  such
duties at such time.

     "Securities Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.

     "Senior  Common Stock" shall have the meaning  ascribed to that term in the
preamble hereto.

     "Senior  Preferred  Stock" shall have the meaning  ascribed to that term in
the preamble hereto.

     "Shares"  shall  mean (a) the Common  Stock held by, or issued or  issuable
upon  conversion of the Senior Common Stock to, the  Purchasers  (including  all
Purchased  Securities  and  all  other  Common  Stock  sold  to  certain  of the
Purchasers  pursuant to the  Assignment and Stock  Purchase  Agreement  dated as
December 10, 1999 and all Subscription  Shares),  whether held by any of them or
any  subsequent  assignee or transferee and (b) any other  securities  issued or
issuable  with  respect to or in exchange  for such Common Stock by way of stock
dividend  or  stock  split  or in  connection  with  a  combination  of  shares,
recapitalization,  merger,  consolidation or other  reorganization or otherwise.
For purposes of this  Agreement,  any  Purchaser  who holds Senior  Common Stock
shall be deemed to be the holder of the Shares  issuable  directly or indirectly
upon exercise or  conversion of such Senior Common Stock in connection  with the
transfer thereof or otherwise and regardless of any restriction or limitation on
the exercise or conversion thereof.

     "Stockholders  Agreement" shall mean the Amended and Restated  Stockholders
Agreement dated the date hereof by and among the Company,  the Equity  Investor,
certain stockholders, optionholders and warrantholders and the Purchasers.

     "Subscription  Agreement"  shall have the meaning  ascribed to that term in
the preamble hereto.

     "Subscription  Shares" shall have the meaning  ascribed to that term in the
preamble hereto.

     "Voting Stock" shall mean any class or classes of Capital Stock pursuant to
which  the  holders  thereof  have  the  general  voting  power  under  ordinary
circumstances  to elect at least a majority of the Board of Directors,  managers
or trustees of any Person (irrespective of whether or not, at the time, stock of
any other class or classes shall have, or might have,  voting power by reason of
the happening of any contingency).

     2. Registration Rights and Other Rights of the Holders.

     2.1 Demand Registration.

     (a) Request for Registration.  At any time (i) the Equity Investor may make
an unlimited number of written requests (each a "Demand") for registration under
the Securities Act of its Registrable Securities (a "Demand Registration"), (ii)
on or  after  December  10,  2002,  Purchasers  owning,  individually  or in the
aggregate, at least the Requisite Shares may make up to two Demands for a Demand
Registration and (iii) after an Initial Public Equity Offering, GPII and GPII-A,
collectively, may make one Demand if GPII and GPII-A have collectively purchased
$20,000,000  in Senior Common Stock pursuant to the  Subscription  Agreement and
may make one additional  Demand if GPII and GPII-A have  collectively  purchased
$40,000,000 in Senior Common Stock pursuant to the Subscription  Agreement.  Any
such Demand will  specify the number of  Registrable  Securities  proposed to be
sold and will also specify the intended method of disposition  thereof.  Subject
to the other  provisions  of this Section  2.1,  the Company  shall give written
notice of such  Demand  within 10 days  after the  receipt  thereof to all other
Holders.  Within 30 days after receipt of such notice by any Holder, such Holder
may  request in writing  that its  Registrable  Securities  be  included in such
registration,  and the  Company  shall  include in the Demand  Registration  the
Registrable  Securities of any such selling Holder  requested to be so included.
Each such  request by such other  selling  Holders  shall  specify the number of
Registrable   Securities  proposed  to  be  sold  and  the  intended  method  of
disposition thereof.  Upon a Demand, the Company will (y) prepare,  file and use
its commercially  reasonable efforts to cause to become effective within 90 days
of such  Demand a  Registration  Statement  in  respect  of all the  Registrable
Securities  which Holders request for inclusion  therein;  provided that if such
Demand  occurs  during a Black Out  Period or a period  (not to exceed 180 days)
during which the Company is  prohibited  or  restricted  from issuing or selling
Common Stock pursuant to any underwriting or purchase  agreement  relating to an
underwritten  public offering of Common Stock or securities  convertible into or
exchangeable for Common Stock under Rule 144A or registered under the Securities
Act  or  any  agreement  with  a  securityholder   of  the  Company   exercising
registration  rights (a "Lock Up Period"),  the Company shall not be required to
notify the Holders of such Demand or file such  Registration  Statement prior to
the end of the Black Out Period or Lock Up Period,  as the case may be, in which
event,  the Company will use its commercially  reasonable  efforts to cause such
Registration  Statement to become  effective no later than 90 days after the end
of the Black Out Period or Lock Up Period, as the case may be, and (z) keep such
Registration   Statement  effective  for  the  shorter  of  (a)  180  days  (the
"Effectiveness  Period")  and (b) such period of time as all of the  Registrable
Securities  included in such  Registration  Statement have been sold thereunder.
Notwithstanding  anything set forth in the immediately  preceding sentence,  the
Company may (I) postpone the filing  period,  suspend the  effectiveness  of any
registration,  suspend  the use of any  Prospectus  and shall not be required to
amend or supplement the Registration  Statement,  any related  Prospectus or any
document incorporated therein by reference (other than an effective registration
statement being used for an underwritten  offering) in the event that, and for a
period,  in the case of any  particular  Demand  Registration,  not to exceed an
aggregate of 90 days ("Black Out Period") if (i) an event or circumstance occurs
as a result of which the Registration  Statement,  any related Prospectus or any
document  incorporated  therein by  reference  as then  amended or  supplemented
would,  in the Company's good faith judgment,  contain an untrue  statement of a
material  fact or omit to state a material  fact  necessary in order to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading, and (ii) the Company determines in its good faith judgment
that (A) the disclosure of such event at such time would have a material adverse
effect on the  business,  operations  or  prospects  of the  Company  or (B) the
disclosure  otherwise  relates to a material  business  transaction or any other
material matter, which has not yet been publicly disclosed;  provided,  further,
that,  if the  effectiveness  of any  Registration  Statement  is suspended as a
result of a Black Out Period, the Effectiveness  Period shall be extended by the
number of days in any Black Out  Period and (II) at any time prior to an Initial
Public  Equity  Offering  by the  Company,  postpone  the  filing of one  Demand
Registration,  by giving written notice thereof to all Holders, for a period not
to exceed an aggregate of 180 days ("Postponement  Period");  provided,  that at
the end of the  Postponement  Period  the  Company  will  use  its  commercially
reasonable  efforts  to  cause a  Registration  Statement  with  respect  to all
Registrable  Securities  of  Holders  electing  to  participate  in such  Demand
Registration  to  become   effective  within  90  days  after  the  end  of  the
Postponement Period.

     In  the  event  of the  occurrence  of  any  Black  Out  Period  during  an
Effectiveness  Period or Lock Up Period,  the Company will  promptly  notify the
Holders of Registrable Securities thereof in writing.

     (b) Effective  Registration.  Except as specifically  provided herein,  the
Company  is only  required  to effect  two Demand  Registrations  under  Section
2.1(a)(ii)  and  up to  two  Demand  Registrations  under  2.1(a)(iii)  of  this
Agreement (whether or not all of the Holders of Registrable  Securities elect to
participate  in such  Demand  Registration  on the basis set  forth  herein).  A
registration will not be deemed to have been effected as a Demand  Registration,
and  thereby  satisfy  the  obligation  hereunder,  unless it has been  declared
effective by the SEC and the Company has complied in all material  respects with
its  obligations  under this Agreement with respect  thereto;  provided that if,
after it has become effective,  the offering of Registrable  Securities pursuant
to such registration is or becomes the subject of any stop order,  injunction or
other  order  or   requirement  of  the  SEC  or  any  other   governmental   or
administrative  agency, or if any court prevents or otherwise limits the sale of
Registrable  Securities  pursuant to the registration (for any reason other than
the act or omissions of the Holders) for the period of time contemplated hereby,
such  registration  will  be  deemed  not  to  have  been  effected.  If  (i)  a
registration  requested  pursuant to Section 2.1(a)(ii) or 2.1(a)(iii) is deemed
not to have been effected or (ii) the registration requested pursuant to Section
2.1(a)(ii)  or  2.1(a)(iii)  does not  remain  effective  for the  Effectiveness
Period,  then  the  Company  shall  not be  deemed  to have  effected  a  Demand
Registration and its obligations  pursuant to Section  2.1(a)(ii) or 2.1(a)(iii)
will  continue.  The Holders of  Registrable  Securities  shall be  permitted to
withdraw  all  or  any  part  of  the  Registrable   Securities  from  a  Demand
Registration   at  any  time  prior  to  the  effective   date  of  such  Demand
Registration.  If at any time a  Registration  Statement is filed  pursuant to a
Demand Registration under Section 2.1(a)(ii) or 2.1(a)(iii),  and subsequently a
sufficient  number of the  Registrable  Securities are withdrawn from the Demand
Registration so that such  Registration  Statement does not cover that number of
Registrable  Securities at least equal to one-half of the Registrable Securities
of the Purchaser  Holders  outstanding as of such date, the Holders who have not
withdrawn their Registrable  Securities shall have the opportunity to include an
additional number of Registrable  Securities in the Demand  Registration so that
such  Registration  Statement  covers that number of  Registrable  Securities at
least equal to one-half of the Registrable  Securities of the Purchaser  Holders
outstanding as of such date. If an additional  number of Registrable  Securities
is not so included,  the Company may withdraw the Registration  Statement.  Such
withdrawn Registration Statement will not count as a Demand Registration and the
Company shall continue to be obligated to effect such  registration  pursuant to
Section 2.1(a)(ii) or 2.1(a)(iii).

     (c) Priority in Demand  Registrations  Pursuant to Section 2.1. If a Demand
Registration  pursuant to this Section 2.1 involves an underwritten offering and
the lead managing  underwriter advises the Company in writing that, in its view,
the number of Registrable  Securities requested by the Holders to be included in
such registration together with any other securities permitted to be included in
such  registration,  exceeds the number which, in the view of such lead managing
underwriter,  can be sold,  the  number  of such  Registrable  Securities  to be
included in such  registration  shall be allocated pro rata among all requesting
Holders on the basis of the relative number of Registrable  Securities then held
by each such Holder (provided that any Registrable  Securities thereby allocated
to any such Holder that exceed such Holder's request shall be reallocated  among
the remaining  requesting Holders in like manner).  In the event that the number
of Registrable  Securities requested to be included in such registration is less
than the number  which,  in the view of the lead  managing  underwriter,  can be
sold,  the Company may include in such  registration  the securities the Company
proposes to sell up to the number of  securities  that,  in the view of the lead
managing underwriter, can be sold without adversely affecting the success of the
offering, including the price at which the Registrable Securities can be sold.

     (d)  Selection  of  Underwriter.  If the Holders so elect,  the offering of
Registrable Securities pursuant to a Demand Registration shall be in the form of
an underwritten offering. The Holders of a majority of Registrable Securities to
be  sold  in such  Demand  Registration  shall  select  one or  more  nationally
recognized  firms of  investment  bankers  (to whom the  Company  shall not have
reasonably  objected)  to act as the managing  underwriter  or  underwriters  in
connection with such offering and shall select any additional investment bankers
and managers to be used in connection with the offering.

     (e) Expenses.  The Company will pay all Registration Expenses in connection
with the registrations  requested pursuant to Section 2.1(a).  Each Holder shall
pay all  underwriting  discounts and  commissions  and transfer  taxes,  if any,
relating to the sale or  disposition  of such  Holder's  Registrable  Securities
pursuant to any registration statement requested pursuant to this Section 2.1.

     3. [Intentionally Omitted]

     4.  Registration  Procedures.  In connection  with the  obligations  of the
Company  with  respect to any  Registration  Statement  pursuant  to Section 2.1
hereof and  pursuant  to Section 6 of the  Stockholders  Agreement,  the Company
shall:

     (a) Within a  reasonable  period of time prior to the  initial  filing of a
Registration  Statement or Prospectus  and a reasonable  period of time prior to
the filing of any amendment or supplement thereto, furnish to the Holders of the
Registrable Securities included in such Registration Statement, and the managing
underwriters,  if any, copies of all such documents  proposed to be filed, which
documents  (other  than  those  incorporated  or  deemed to be  incorporated  by
reference) will be subject to the review of such Holders, and such underwriters,
if any,  and use  reasonable  commercial  efforts  to  cause  the  officers  and
directors  of the  Company,  counsel to the  Company and  independent  certified
public  accountants  to the Company to respond to such  reasonable  inquiries as
shall be necessary, in the opinion of the respective counsel to such Holders and
such underwriters,  to conduct a reasonable  investigation within the meaning of
the Securities Act. The Company shall not file any such  Registration  Statement
or related  Prospectus  or any  amendments or  supplements  thereto to which the
Holders  of  a  majority  of  the  Registrable   Securities   included  in  such
Registration Statement shall reasonably object on a timely basis;

     (b) Prepare and file with the SEC such amendments, including post-effective
amendments,  to each  Registration  Statement  as may be  necessary to keep such
Registration  Statement  continuously  effective for the applicable  time period
required  hereunder;  cause the related  Prospectus  to be  supplemented  by any
required Prospectus  supplement,  and as so supplemented to be filed pursuant to
Rule 424 under  the  Securities  Act;  and  comply  with the  provisions  of the
Securities  Act and the  Exchange  Act with  respect to the  disposition  of all
securities  covered  by  such  Registration  Statement  during  such  period  in
accordance  with the intended  methods of disposition by the sellers thereof set
forth in such  Registration  Statement as so amended or in such Prospectus as so
supplemented;

     (c)  Notify  the  Holders  of  Registrable  Securities  to be sold  and the
managing underwriters,  if any, promptly, and (if requested by any such Person),
confirm  such notice in  writing,  (i)(A) when a  Prospectus  or any  Prospectus
supplement  or  post-effective  amendment  is  proposed to be filed and (B) with
respect to a Registration  Statement or any post-effective  amendment,  when the
same has become  effective,  (ii) of any request by the SEC or any other Federal
or state governmental  authority for amendments or supplements to a Registration
Statement or related  Prospectus  or for  additional  information,  (iii) of the
issuance by the SEC, any state  securities  commission,  any other  governmental
agency  or any  court  of any stop  order,  order or  injunction  suspending  or
enjoining  the  use of a  Prospectus  or  the  effectiveness  of a  Registration
Statement or the  initiation of any  proceedings  for that purpose,  (iv) of the
receipt by the Company of any notification with respect to the suspension of the
qualification  or  exemption  from  qualification  of  any  of  the  Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any
proceeding  for  such  purpose,  and  (v)  of the  happening  of  any  event  or
information  becoming  known that  makes any  statement  made in a  Registration
Statement or related  Prospectus untrue in any material respect or that requires
the making of any changes in such Registration  Statement or Prospectus so that,
in the  case  of a  Registration  Statement,  it will  not  contain  any  untrue
statement of a material  fact or omit to state any material  fact required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  under which they were made, not misleading,  and that in the case
of a Prospectus,  it will not contain any untrue statement of a material fact or
omit to state any material  fact  required to be stated  therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading;

     (d) Use its commercially reasonable efforts to avoid the issuance of or, if
issued,  obtain the withdrawal of any order enjoining or suspending the use of a
Prospectus or the  effectiveness  of a Registration  Statement or the lifting of
any suspension of the qualification (or exemption from  qualification) of any of
the  Registrable  Securities for sale in any  jurisdiction  described in Section
4(h), at the earliest practicable moment;

     (e) If requested by the lead  managing  underwriters,  if any, (i) promptly
incorporate  in  a  Prospectus  supplement  or  post-effective   amendment  such
information as the managing  underwriters,  if any, reasonably believe should be
included  therein,  and  (ii)  make  all  required  filings  of such  Prospectus
supplement or such post-effective  amendment under the Securities Act as soon as
practicable  after the Company has  received  notification  of the matters to be
incorporated  in  such  Prospectus   supplement  or  post-effective   amendment;
provided,  however,  that the  Company  shall not be required to take any action
pursuant  to this  Section  4(e) that  would,  in the opinion of counsel for the
Company, violate applicable law;

     (f)  Upon  written  request  to the  Company,  furnish  to each  Holder  of
Registrable  Securities to be sold pursuant to a Registration Statement and each
managing  underwriter,  if any,  without charge,  at least one conformed copy of
such  Registration  Statement and each amendment  thereto,  including  financial
statements  and  schedules,   all  documents   incorporated   or  deemed  to  be
incorporated  therein by  reference,  and all  exhibits to the extent  requested
(including those  previously  furnished or incorporated by reference) as soon as
practicable after the filing of such documents with the SEC;

     (g) Deliver to each Holder of Registrable Securities to be sold pursuant to
a Registration Statement, and the underwriters,  if any, without charge, as many
copies of the Prospectus  (including each form of prospectus) and each amendment
or supplement thereto as such persons reasonably request; and the Company hereby
consents to the use of such Prospectus and each amendment or supplement  thereto
by each of the selling Holders of Registrable  Securities and the  underwriters,
if any, in connection with the offering and sale of the  Registrable  Securities
covered by such Prospectus and any amendment or supplement thereto;

     (h)  Prior  to any  public  offering  of  Registrable  Securities,  use its
commercially  reasonable  efforts to register or qualify or  cooperate  with the
Holders of  Registrable  Securities to be sold,  the  underwriters,  if any, and
their  respective  counsel in connection with the  registration or qualification
(or exemption  from such  registration  or  qualification)  of such  Registrable
Securities  for offer and sale  under  the  securities  or Blue Sky laws of such
jurisdictions as any such Holder or underwriter  reasonably requests in writing;
keep each such registration or qualification (or exemption  therefrom) effective
during the period such  Registration  Statement is required to be kept effective
hereunder  and do any and all other acts or things  necessary  or  advisable  to
enable the  disposition  in such  jurisdictions  of the  Registrable  Securities
covered by the applicable  Registration Statement;  provided,  however, that the
Company  shall not be required to (i)  qualify  generally  to do business in any
jurisdiction  where it is not then so  qualified  or (ii) take any action  which
would  subject  it  to  general  service  of  process  or  to  taxation  in  any
jurisdiction where they are not so subject;

     (i) In connection with any sale or transfer of Registrable  Securities that
will result in such Securities no longer being Registrable Securities, cooperate
with the Holders  thereof and the managing  underwriters,  if any, to facilitate
the timely  preparation  and delivery of certificates  representing  Registrable
Securities to be sold, which certificates shall not bear any restrictive legends
and shall be in a form eligible for deposit with The  Depository  Trust Company,
and to  enable  such  Registrable  Securities  to be in such  denominations  and
registered in such names as the managing  underwriters,  if any, or such Holders
may  request  at least  two  Business  Days  prior  to any  sale of  Registrable
Securities;

     (j) Upon the occurrence of any event  contemplated by Section  4(c)(v),  as
promptly as  practicable,  prepare a  supplement  or  amendment,  including,  if
appropriate,  a post-effective  amendment,  to each Registration  Statement or a
supplement to the related  Prospectus or any document  incorporated or deemed to
be incorporated  therein by reference,  and file any other required  document so
that,  as  thereafter  delivered,  such  Prospectus  will not  contain an untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances under which they were made, not misleading;

     (k) Enter into such  agreements  (including  an  underwriting  agreement in
form,  scope and substance as is customary in  underwritten  offerings) and take
all such other  reasonable  actions in  connection  therewith  (including  those
reasonably requested by the managing underwriters,  if any) in order to expedite
or facilitate the disposition of such  Registrable  Securities,  and, whether or
not  an  underwriting   agreement  is  entered  into  and  whether  or  not  the
registration is an underwritten registration:  (i) make such representations and
warranties to the underwriters and selling Holders,  if any, with respect to the
business  of the  Company  and  its  subsidiaries  (including  with  respect  to
businesses  or  assets  acquired  or to be  acquired  by any of  them),  and the
Registration Statement, Prospectus and documents, if any, incorporated or deemed
to be incorporated by reference  therein,  in each case, in form,  substance and
scope  as are  customarily  made by  issuers  to  underwriters  in  underwritten
offerings,  and confirm the same if and when requested;  (ii) obtain opinions of
counsel to the Company and updates thereof (which counsel and opinions (in form,
scope  and  substance)   shall  be  reasonably   satisfactory  to  the  managing
underwriters if any, addressed to each of the underwriters, and selling Holders,
if any),  covering  the matters  customarily  covered in opinions  requested  in
underwritten  offerings and such other matters as may be reasonably requested by
such underwriters or selling Holders;  (iii) use their  commercially  reasonable
efforts to obtain  customary "cold comfort" letters and updates thereof from the
independent certified public accountants of the Company (and, if necessary,  any
other independent  certified public accountants of any subsidiary of the Company
or of any business  acquired by the Company for which  financial  statements and
financial  data  is,  or  is  required  to  be,  included  in  the  Registration
Statement),  addressed (where  reasonably  possible) to each of the underwriters
and selling  Holders,  if any, such letters to be in customary form and covering
matters of the type customarily  covered in "cold comfort" letters in connection
with underwritten offerings;  (iv) if an underwriting agreement is entered into,
the  same  shall  contain  indemnification  provisions  and  procedures  no less
favorable to the underwriters,  if any, than those set forth in Section 5 hereof
(or  such  other   provisions   and   procedures   acceptable  to  the  managing
underwriters, if any); and (v) deliver such documents and certificates as may be
reasonably  requested  by the  managing  underwriters,  if any, to evidence  the
continued validity of the representations and warranties made pursuant to clause
(i) above and to evidence compliance with any customary  conditions contained in
the underwriting agreement or other agreement entered into by the Company;

     (l) Make available for inspection by a  representative  of any  underwriter
participating  in any  such  disposition  of  Registrable  Securities,  and  any
attorney,   consultant  or  accountant  retained  by  such  selling  Holders  or
underwriter,  at the offices where normally  kept,  during  reasonable  business
hours,  all  pertinent  financial  and other  records,  corporate  documents and
properties  of the  Company  and its  subsidiaries  (including  with  respect to
businesses  and  assets  acquired  or to be  acquired  to the  extent  that such
information  is available to the Company),  and cause the  officers,  directors,
agents and employees of the Company and its subsidiaries (including with respect
to  businesses  and assets  acquired  or to be  acquired to the extent that such
information is available to the Company) to supply all  information in each case
reasonably  requested  by  any  such  representative,   underwriter,   attorney,
consultant  or  accountant  in  connection  with  such  Registration  Statement;
provided,  however,  that such  Persons  shall first  agree in writing  with the
Company that any information  that is reasonably and in good faith designated by
the  Company  in  writing  as  confidential  at the  time  of  delivery  of such
information shall be kept confidential by such Persons, unless (i) disclosure of
such information is required by court or administrative order or is necessary to
respond  to  inquiries  of  regulatory  authorities,  (ii)  disclosure  of  such
information is required by law (including any disclosure  requirements  pursuant
to Federal  securities  laws in connection  with the filing of the  Registration
Statement  or  the  use of  any  Prospectus),  (iii)  such  information  becomes
generally  available  to the public  other than as a result of a  disclosure  or
failure to safeguard such  information  by such Person or (iv) such  information
becomes  available  to such Person from a source  other than the Company and its
subsidiaries and such source is not bound by a confidentiality agreement;

     (m) Comply  with all applicable  rules and  regulations of the SEC and make
generally available to their securityholders  earnings statements satisfying the
provisions  of  Section  11(a) of the  Securities  Act and Rule  158  under  the
Securities  Act, no later than 45 days after the end of any 12-month  period (or
90 days after the end of any  12-month  period if such period is a fiscal  year)
(i) commencing at the end of any fiscal quarter in which Registrable  Securities
are sold to underwriters in a firm commitment or reasonable efforts underwritten
offering and (ii) if not sold to underwriters in such an offering, commencing on
the  first  day of the  first  fiscal  quarter  after  the  effective  date of a
Registration Statement, which statement shall cover said period, consistent with
the requirements of Rule 158 under the Securities Act; and

     (n) Cooperate  with each seller of  Registrable  Securities  covered by any
Registration  Statement  and  each  underwriter,  if any,  participating  in the
disposition  of such  Registrable  Securities  and their  respective  counsel in
connection with any filings required to be made with the National Association of
Securities Dealers, Inc.

     The Company may require a Holder of  Registrable  Securities to be included
in a Registration Statement to furnish to the Company such information regarding
(i) the intended  method of distribution of such  Registrable  Securities,  (ii)
such  Holder  and (iii) the  Registrable  Securities  held by such  Holder as is
required by law to be disclosed in such Registration Statement,  and the Company
may exclude from such Registration  Statement the Registrable  Securities of any
Holder who unreasonably  fails to furnish such  information  within a reasonable
time after receiving such request.  The Company shall not be required to provide
indemnification  to any  underwriter or any other person relating to information
referred  to in  clauses  (i)  and  (ii)  provided  to the  Company  in  writing
specifically for inclusion in such Registration Statement.

     If any  such  Registration  Statement  refers  to any  Holder  by  name  or
otherwise as the Holder of any securities of the Company, then such Holder shall
have the right to require (i) the  insertion  therein of  language,  in form and
substance reasonably satisfactory to such Holder, to the effect that the holding
by such Holder of such securities is not to be construed as a recommendation  by
such  Holder of the  investment  quality  of the  Company's  securities  covered
thereby  and that such  holding  does not imply that such  Holder will assist in
meeting any future financial  requirements of the Company,  or (ii) in the event
that such  reference  to such Holder by name or otherwise is not required by the
Securities Act, the deletion of the reference to such Holder in any amendment or
supplement to the  Registration  Statement  filed or prepared  subsequent to the
time that such reference ceases to be required.

     Each  Holder  of  Registrable  Securities  agrees  by  acquisition  of such
Registrable  Securities that, upon receipt of any notice from the Company of the
happening  of any event of the kind  described in Section  4(c)(ii),  4(c)(iii),
4(c)(iv) or 4(c)(v) hereof, such Holder will forthwith  discontinue  disposition
of such  Registrable  Securities  covered  by  such  Registration  Statement  or
Prospectus  until such  Holder's  receipt of the copies of the  supplemented  or
amended  Prospectus  contemplated by Section 4(j) hereof, or until it is advised
in  writing  (the  "Advice")  by the  Company  that  the  use of the  applicable
Prospectus  may be resumed,  and, in either  case,  has  received  copies of any
additional  or  supplemental  filings  that are  incorporated  or  deemed  to be
incorporated by reference in such Prospectus. If the Company shall give any such
notice, the Effectiveness  Period shall be extended by the number of days during
such  period  from and  including  the date of the giving of such  notice to and
including the date when each Holder of  Registrable  Securities  covered by such
Registration Statement shall have received (x) the copies of the supplemented or
amended Prospectus  contemplated by Section 4(j) hereof or (y) the Advice,  and,
in either case, has received  copies of any additional or  supplemental  filings
that  are  incorporated  or  deemed  to be  incorporated  by  reference  in such
Prospectus.

     5. Indemnification and Contribution.

     (a) The  Company  shall  indemnify  and hold  harmless  each  Holder,  each
underwriter  who  participates in an offering of Registrable  Securities,  their
respective  Affiliates,  each  Person,  if any, who controls any of such parties
within the  meaning of  Section  15 of the  Securities  Act or Section 20 of the
Exchange Act and each of their  respective  directors,  officers,  employees and
agents, as follows:

          (i) from and against any and all loss,  liability,  claim,  damage and
     expense  whatsoever,  joint or  several,  as  incurred,  arising out of any
     untrue  statement or alleged untrue  statement of a material fact contained
     in  any  Registration  Statement  (or  any  amendment  thereto),   covering
     Registrable  Securities,  including all documents  incorporated  therein by
     reference, or the omission or alleged omission therefrom of a material fact
     required to be stated therein or necessary to make the statements  therein,
     in the  light  of  the  circumstances  under  which  they  were  made,  not
     misleading  or  arising  out of any  untrue  statement  or  alleged  untrue
     statement of a material fact  contained in any Prospectus (or any amendment
     or supplement  thereto) or the omission or alleged omission  therefrom of a
     material fact  necessary in order to make the  statements  therein,  in the
     light of the circumstances under which they were made, not misleading;

          (ii) from and against any and all loss,  liability,  claim, damage and
     expense  whatsoever,  joint or several,  as incurred,  to the extent of the
     aggregate  amount paid in settlement of any litigation  (other than amounts
     the  Holders  agree to pay in any  written  settlement  agreement),  or any
     investigation  or proceeding by any court or  governmental  agency or body,
     commenced or  threatened,  or of any claim  whatsoever  based upon any such
     untrue  statement or  omission,  or any such  alleged  untrue  statement or
     omission,  if such settlement is effected with the prior written consent of
     the Company; and

          (iii) from and against any and all  expenses  whatsoever,  as incurred
     (including  reasonable fees and  disbursements of one counsel chosen by the
     Holders  or any  underwriter  (except  to the  extent  otherwise  expressly
     provided in Section 5(c) hereof)),  reasonably  incurred in  investigating,
     preparing or defending  against any  litigation,  or any  investigation  or
     proceeding  by any  court or  governmental  agency  or body,  commenced  or
     threatened, or any claim whatsoever based upon any such untrue statement or
     omission,  or any such alleged untrue statement or omission,  to the extent
     that any such  expense is not paid under  subparagraph  (i) or (ii) of this
     Section 5(a);

provided  that this  indemnity  does not apply to any  loss,  liability,  claim,
damage or expense to the extent  arising out of an untrue  statement or omission
or  alleged  untrue  statement  or  omission  (i) made in  reliance  upon and in
conformity with written information  furnished to the Company by a Holder or any
underwriter in writing  expressly for use in the Registration  Statement (or any
amendment thereto) or any Prospectus (or any amendment or supplement thereto) or
(ii) contained in any preliminary  prospectus if such Holder or such underwriter
failed  to send or  deliver a copy of the  Prospectus  (in the form it was first
provided to such parties for confirmation of sales) to the Person asserting such
losses,  claims,  damages or  liabilities on or prior to the delivery of written
confirmation  of any sale of  securities  covered  thereby to such Person in any
case where such delivery is required by the Securities  Act and such  Prospectus
would have corrected such untrue statement or omission.  Any amounts advanced by
the Company to an  indemnified  party  pursuant to this Section 5 as a result of
such losses  shall be returned to the Company if it shall be finally  determined
by such a court in a judgment  not  subject to appeal or final  review that such
indemnified party was not entitled to indemnification by the Company.

     (b) By  accepting  the  benefits of this  Agreement,  each  Holder  agrees,
severally  and not jointly,  to indemnify  and hold  harmless the Company,  each
underwriter who  participates  in an offering of Registrable  Securities and the
other  selling  Holders  and  each  of  their  respective  directors,   officers
(including each officer of the Company who signed the  Registration  Statement),
employees  and agents and each Person,  if any,  who  controls the Company,  any
underwriter  or any other selling Holder within the meaning of Section 15 of the
Securities  Act or Section 20 of the Exchange  Act, from and against any and all
loss, liability, claim, damage and expense whatsoever described in the indemnity
contained in Section 5(a) hereof,  as incurred,  but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions,  made in the
Registration  Statement (or any  amendment  thereto) or any  Prospectus  (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information furnished to the Company by such selling Holder expressly for use in
the Registration  Statement (or any amendment  thereto),  or any such Prospectus
(or any amendment or supplement thereto). Notwithstanding the provisions of this
Section 5(b), a Holder of  Registrable  Securities  shall not be required to pay
any  indemnification in an amount in excess of the net proceeds received by such
Holder in the offering to which such Registration Statement relates.

     (c) Each  indemnified  party shall give prompt notice to each  indemnifying
party of any action  commenced  against it in respect of which  indemnity may be
sought  hereunder,  enclosing  a copy  of all  papers  properly  served  on such
indemnified  party,  but  failure to so notify an  indemnifying  party shall not
relieve such indemnifying  party from any liability which it may have other than
on account of this indemnity agreement. An indemnifying party may participate at
its own expense in the defense of any such action.  If an indemnifying  party so
elects within a reasonable time after receipt of such notice,  such indemnifying
party, jointly with any other indemnifying party, may assume the defense of such
action with  counsel  chosen  thereby and  approved by the  indemnified  parties
defendant in such action; provided that if any such indemnified party reasonably
determines,  based on  advice  of  counsel,  that  there  may be legal  defenses
available to such  indemnified  party which are different from or in addition to
those  available  to such  indemnifying  party  or that  representation  of such
indemnifying party and any indemnified party by the same counsel would present a
conflict  of  interest,  then such  indemnifying  party or parties  shall not be
entitled to assume such  defense.  If an  indemnifying  party is not entitled to
assume the defense of such  action as a result of the  proviso to the  preceding
sentence,  counsel for such indemnifying  party shall be entitled to conduct the
defense of such  indemnifying  party and counsel for each  indemnified  party or
parties  shall be entitled to conduct the defense of such  indemnified  party or
parties at the  expense of the  indemnifying  party.  If an  indemnifying  party
assumes  the defense of an action in  accordance  with and as  permitted  by the
provisions of this paragraph,  such  indemnifying  party shall not be liable for
any fees and expenses of counsel for the indemnified parties incurred thereafter
in  connection  with such action.  In no event shall the  indemnifying  party or
parties  be  liable  for the fees and  expenses  of more  than one  counsel  (in
addition  to any  local  counsel),  separate  from  its  own  counsel,  for  all
indemnified parties in connection with any one action or separate but similar or
related  actions  in the  same  jurisdiction  arising  out of the  same  general
allegations or circumstances.

     (d)  In  order  to  provide  for  just  and   equitable   contribution   in
circumstances  under  which any of the  indemnity  provisions  set forth in this
Section 5 is for any reason held to be  unavailable to the  indemnified  parties
although  applicable in accordance  with its terms,  the Company and the Holders
shall  contribute  to the aggregate  losses,  liabilities,  claims,  damages and
expenses of the nature  contemplated by such indemnity agreement incurred by the
Company  and  the  Holders,  as  incurred;  provided  that  notwithstanding  the
provisions of this Section 5(d), a Holder of Registrable Securities shall not be
required  to  contribute  any  amount in  excess of the  amount by which the net
proceeds  received  by such Holder in the  offering  to which such  Registration
Statement  relates  exceeds  the  amount of any  damages  that such  Holder  has
otherwise   been   required   to  pay  and  no  Person   guilty  of   fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled to  contribution  from any Person that was not guilty of such
fraudulent  misrepresentation.  As between  the Company  and the  Holders,  such
parties shall contribute to such aggregate losses, liabilities,  claims, damages
and  expenses of the nature  contemplated  by such  indemnity  agreement in such
proportion as shall be appropriate to reflect the relative fault of the Company,
on the one hand, and Holders,  on the other hand, with respect to the statements
or omissions which resulted in such loss,  liability,  claim, damage or expense,
or  action  in  respect  thereof,  as  well  as  any  other  relevant  equitable
considerations.  The relative fault of the Company,  on the one hand, and of the
Holders,  on the other hand,  shall be  determined  by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied by the Company,  on the one hand, or by or on behalf of the Holders, on
the other, and the parties'  relative intent,  knowledge,  access to information
and  opportunity to correct or prevent such  statement or omission.  The Company
and the Holders of the  Registrable  Securities  agree that it would not be just
and equitable if  contribution  pursuant to this Section 5 were to be determined
by pro rata  allocation or by any other method of allocation  that does not take
into account the relevant equitable considerations. For purposes of this Section
5, each Affiliate of each Holder, and each director,  officer,  employee,  agent
and Person,  if any, who controls a Holder or such Affiliate  within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have
the same  rights  to  contribution  as such  Holder,  and each  director  of the
Company, each officer of the Company who signed the Registration Statement,  and
each Person,  if any, who controls the Company  within the meaning of Section 15
of the  Securities  Act or  Section 20 of the  Exchange  Act shall have the same
rights to  contribution  as the Company (except in the case where an indemnified
party is entitled to conduct the defense as provided above).

     (e) The indemnity and  contribution  covenants  contained in this Section 5
shall  remain  operative  and in full  force and  effect  regardless  of (i) any
investigation  made by or on  behalf  of a Holder or any  Person  controlling  a
Holder,  (ii) any sale of any Registrable  Securities pursuant to this Agreement
and receipt by the Holders of the proceeds thereof,  or (iii) any termination of
this  Agreement  for any  reason,  including  after  the  initial  filing of the
Registration  Statement  to which these  indemnity  and  contribution  covenants
relate.

     60  Rule  144 and  Rule  144A.  The  Company  shall  use  its  commercially
reasonable  efforts  to file the  reports  required  to be filed by it under the
Securities Act and the Exchange Act in a timely manner and, if at any time it is
not  required to file such  reports but in the past had been  required to or did
file such reports,  it will, upon the request of any Holder or beneficial  owner
of Registrable Securities,  make available other information as required by, and
so long as necessary to permit, sales of Registrable Securities pursuant to Rule
144 or Rule 144A, as applicable.  Notwithstanding the foregoing, nothing in this
Section  6 shall be  deemed  to  require  the  Company  to  register  any of its
securities pursuant to the Exchange Act.

     7.   Underwritten   Registrations.   No  Person  may   participate  in  any
underwritten  registration  hereunder unless such Person (i) agrees to sell such
Registrable  Securities  on the basis  reasonably  provided in any  underwriting
arrangements  approved  by  the  Persons  entitled  hereunder  to  approve  such
arrangements  and (ii)  completes  and  executes all  questionnaires,  powers of
attorney,  indemnities,  underwriting  agreements and other  documents  required
under the terms of such underwriting arrangements.

     8. Miscellaneous.

     (a) Remedies. In the event of a breach by the Company or by a Holder of any
of its  obligations  under  this  Agreement,  each  Holder and the  Company,  in
addition  to being  entitled to exercise  all rights  granted by law,  including
recovery of damages,  will be  entitled  to specific  performance  of its rights
under this Agreement.  The Company and each Holder agrees that monetary  damages
would not be adequate  compensation  for any loss incurred by reason of a breach
of any of the  provisions of this Agreement and each hereby further agrees that,
in the event of any action for specific  performance  in respect of such breach,
it shall waive the defense that a remedy at law would be adequate.

     (b) No Inconsistent Agreements. Neither the Company nor the Equity Investor
will enter into any agreement  that is  inconsistent  with the rights granted to
the Holders and  indemnified  persons in this  Agreement or otherwise  conflicts
with the provisions hereof. Without the written consent of the Purchaser Holders
of a majority of the outstanding Shares held by Purchaser  Holders,  the Company
and the Equity  Investor shall not grant to any Person any rights which conflict
with or are  inconsistent  with  the  provisions  of this  Agreement;  it  being
acknowledged that the Company may grant rights to Demand  Registrations  without
requiring that the Purchaser  Holders be granted any rights with respect thereto
(including  but not limited to  piggy-back  registration  rights) so long as the
Purchaser  Holders are  treated in the same  manner  with  respect to such newly
granted rights as the Equity Investor is treated.

     (c) Amendments and Waivers.

          (i) The provisions of this Agreement, including the provisions of this
     sentence,  may not be  amended,  modified or  supplemented,  and waivers or
     consents  to  departures  from  the  provisions  hereof  may not be  given,
     otherwise than with the prior written consent of the Company,  MDCP and the
     Holders  of not  less  than a  majority  of the  then  outstanding  Shares.
     Notwithstanding  the  foregoing,  a waiver or  consent  to depart  from the
     provisions hereof with respect to a matter that relates  exclusively to the
     rights  of  Holders  whose   securities   are  being  sold  pursuant  to  a
     Registration  Statement and that does not directly or indirectly affect the
     rights  of other  Holders  may be given by  Holders  of a  majority  of the
     Registrable  Securities  being  sold  by  such  Holders  pursuant  to  such
     Registration  Statement;  provided,  however,  that the  provisions of this
     sentence may not be amended,  modified or supplemented except in accordance
     with the provisions of the immediately preceding sentence.  Notwithstanding
     the foregoing, no amendment,  modification,  supplement,  waiver or consent
     with  respect to Section 5 shall be made or given  otherwise  than with the
     prior written consent of each Holder or former Holder affected  thereby and
     no amendment,  modification,  supplement, waiver or consent with respect to
     Section  2.1(a)(iii)  shall be made or given  otherwise than with the prior
     written consent of GPII and GPII-A.

          (ii) The Original  Agreement  shall  automatically  be terminated  and
     superseded  upon  the  execution  and  delivery  of this  Agreement  by the
     requisite parties pursuant to Section 8(c) thereof.

     (d) Notices. All notices and other communications provided for herein shall
be made in writing by hand-delivery, next-day air courier, certified first-class
mail, return receipt requested, telex or telecopier:

          (i)   if to the Company, as provided in the Purchase Agreement,

          (ii)  if to the Equity Investor:

                Madison Dearborn Capital Partners III, L.P.
                Suite 3800, Three First National Plaza
                Chicago, IL 60602
                Attention: Timothy M. Hurd

          (iii) if the Purchasers,  as provided in the Purchase Agreement or the
          Subscription Agreement as the case may be, or

          (iv)   if to any  other Person  who is then the registered  Holder  of
          Shares or Registrable Securities,  to the address of such Holder as it
          appears in the register therefor of the Company.

     Except as otherwise  provided in this  Agreement,  all such  communications
shall be deemed to have been duly given:  when  delivered by hand, if personally
delivered;  one  Business  Day after being  timely  delivered  to a next-day air
courier;  five Business Days after being deposited in the mail, postage prepaid,
if mailed;  when answered back, if telexed;  and when receipt is acknowledged by
the recipient's telecopier machine, if telecopied.

     (e)  Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding upon the successors and permitted  assigns of each of the parties
and shall  inure to the  benefit of each  Holder of Shares  and Equity  Investor
Shares. The Company may not assign any of its rights hereunder without the prior
written  consent of each Holder of Shares and Equity Investor  Shares;  provided
that a merger or  consolidation  of the Company with another Person  pursuant to
which the issuer or issuers  of any  securities  issued to Holders of Shares and
Equity Investor Shares in connection with such merger or  consolidation  becomes
obligated   under  this  Agreement   shall  not  be  considered  an  assignment.
Notwithstanding  the  foregoing,  no successor or assignee of the Company  shall
have any of the rights  granted  under this  Agreement  until such Person  shall
acknowledge its rights and obligations  hereunder by a signed written  statement
of such person's acceptance of such rights and obligations. If any transferee of
any Holder shall acquire  Shares and/or  Equity  Investor  Shares in any manner,
whether by operation of law or otherwise,  such Shares or Equity Investor Shares
shall be held subject to all of the terms of this  Agreement,  and by taking and
holding such Shares or Equity  Investor Shares such person shall be conclusively
deemed  to have  agreed  to be  bound by and to  perform  all of the  terms  and
provisions  of this  Agreement  and such person shall be entitled to receive the
benefits hereof.

     (f)  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be deemed to be an  original  and,  all of which  taken
together shall constitute one and the same Agreement.

     (g) Governing Law;  Submission to  Jurisdiction.  THIS  AGREEMENT  SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS  MADE AND  PERFORMED  WITHIN THE STATE OF NEW YORK.  THE
COMPANY, THE EQUITY INVESTOR AND THE PURCHASERS HEREBY IRREVOCABLY SUBMIT TO THE
JURISDICTION  OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT,  AND EACH  IRREVOCABLY  ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY,  GENERALLY  AND  UNCONDITIONALLY,  JURISDICTION  OF THE
AFORESAID COURTS.

     (h)  Severability.  The remedies  provided  herein are  cumulative  and not
exclusive of any remedies provided by law. If any term,  provision,  covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall use their  reasonable  efforts to find and  employ an  alternative
means to achieve the same or substantially  the same result as that contemplated
by such term,  provision,  covenant or restriction.  It is hereby stipulated and
declared to be the  intention of the parties  that they would have  executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

     (i)  Headings.  The  headings  in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise  affect the meaning hereof.  All
references  made in this  Agreement to "Section" and  "paragraph"  refer to such
Section or paragraph of this Agreement, unless expressly stated otherwise

     (j) Legends.  Each Holder agrees that  substantially  the following  legend
shall be placed  on  certificates  representing  any  Shares or Equity  Investor
Shares owned by them:

          THE SECURITIES  REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED
          UNLESS SUCH TRANSFER  COMPLIES WITH THE  PROVISIONS OF A  REGISTRATION
          RIGHTS  AGREEMENT  DATED AS OF APRIL 16,  2001,  A COPY OF WHICH IS ON
          FILE WITH THE SECRETARY OF OUTSOURCING SOLUTIONS INC. AND IS AVAILABLE
          WITHOUT  CHARGE  UPON  WRITTEN  REQUEST  THEREFOR.  THE HOLDER OF THIS
          CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE,  AGREES TO BE BOUND BY
          ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENT.

The parties hereto  acknowledge  and agree that the legend required to be placed
on  certificates  representing  any Shares or Equity Investor Shares pursuant to
Section 8(j) of the Original  Agreement  still  applies.  The Company  agrees to
remove the legend on the Shares and Equity  Investor  Shares  upon the resale of
such  Shares and Equity  Investor  Shares in  accordance  with the terms of this
Agreement.

     (k)  Notwithstanding  anything to the contrary,  nothing  contained in this
Agreement  shall  affect,  limit or impair  the rights  and  remedies  of Heller
Financial, Inc. in its capacity as (i) a lender to the Company or any Subsidiary
pursuant to any agreement under which the Company or any Subsidiary has borrowed
or may borrow money, and (ii) the beneficiary of any and all agreements  entered
into by the Company or any Subsidiary for the benefit of Heller Financial,  Inc.
as lender.




<PAGE>


     IN WITNESS  WHEREOF,  the  parties  have caused  this  Registration  Rights
Agreement to be duly executed as of the date first written above.


                           OUTSOURCING SOLUTIONS INC.

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



                           MADISON DEARBORN CAPITAL PARTNERS III, L.P.

                           By:   Madison Dearborn Partners III, L.P.
                           Its:  General Partners

                                 By:    Madison Dearborn Partners, Inc.
                                 Its:   General Partner

                                 By:    /s/ Paul R. Wood
                                        ------------------------------------
                                 Name:  Paul R. Wood
                                 Title: Managing Director



                           ARES LEVERAGED INVESTMENT FUND, L.P.

                           By:   Ares Management, L.P.
                           Its:  General Partner

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



                           ARES LEVERAGED INVESTMENT FUND II, L.P.

                           By:   Ares Management, L.P.
                           Its:  General Partner

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



<PAGE>

                           DB CAPITAL INVESTORS, L.P.

                           By:   DB Capital Partners, L.P.
                           Its:  General Partner

                                 DB Capital Partners, Inc.

                                 By:    /s/ Jon E. Mattson
                                        ------------------------------------
                                 Name:  Jon E. Mattson
                                 Title: Vice President



                           FIRST UNION INVESTORS, INC.

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



                           ABBOTT CAPITAL 1330 INVESTORS II, L.P.

                           By:   Abbott Capital 1330 GenPar II,  L.L.C.
                           Its:  General Partner

                                 By:    /s/ Kathryn J. Stokel
                                        ------------------------------------
                                 Name:  Kathryn J. Stokel
                                 Title: Managing Director



                           ABBOTT CAPITAL PRIVATE EQUITY FUND III, L.P.

                           By:   Abbott  Capital  Management,  L.L.C.
                           Its:  Investment Manager

                                 By:    /s/ Kathryn J. Stokel
                                        ------------------------------------
                                 Name:  Kathryn J. Stokel
                                 Title: Managing Director



                           BNY PARTNERS FUND, L.L.C.

                           By:   BNY Private  Investment  Management,  Inc.
                           Its:  Member Manager

                                 By:    /s/ Burton M. Siegel
                                        ------------------------------------
                                 Name:  Burton M. Siegel
                                 Title: Senior Vice President



                           HELLER FINANCIAL, INC.

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



                           MAGNETITE ASSET INVESTORS L.L.C.

                           By:   Blackrock  Financial  Management,  Inc.,
                                 as Managing Member

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



                           FBR FINANCIAL FUND II, L.P.

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

<PAGE>


                           HARVEST OPPORTUNITY PARTNERS, L.P.

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



                           MADISON DEARBORN SPECIAL EQUITY III, L.P.

                           By:   Madison Dearborn Partners III, L.P.
                           Its:  General Partner

                                 By:    Madison Dearborn Partners, Inc.,
                                 Its:   General Partner

                                 By:    /s/ Paul R. Wood
                                        ------------------------------------
                                 Name:  Paul R. Wood
                                 Title: Managing Director



                           SPECIAL ADVISORS FUND I, LLC

                                 By:    /s/ Paul R. Wood
                                        ------------------------------------
                                 Name:  Paul R. Wood
                                 Title: Managing Director



                           GRYPHON PARTNERS II, L.P.,
                           a Delaware limited partnership

                           By:   Gryphon GenPar II, LLC
                           Its:  General Partner

                                 By:    /s/ R. David Andrews
                                        ------------------------------------
                                 Name:  R. David Andrews
                                 Title: President



                           GRYPHON PARTNERS II-A, L.P.,
                           a Delaware limited partnership

                           By:   Gryphon GenPar II, LLC
                           Its:  General Partner


                                 By:    /s/ R. David Andrews
                                        ------------------------------------
                                 Name:  R. David Andrews
                                 Title: President



                           FIRST UNION MERCHANT BANK 1999, L.L.C.

                                 By:    /s/
                                        ------------------------------------
                                 Name:
                                 Title: Partner



                           FIRST UNION CAPITAL PARTNERS 2001, L.L.C.

                                 By:    /s/
                                        ------------------------------------
                                 Name:
                                 Title: Partner