JUNIOR PREFERRED STOCK PURCHASE AGREEMENT

               THIS  JUNIOR  PREFERRED  STOCK  PURCHASE  AGREEMENT,  dated as of
December 10, 1999 (this "Agreement"), is made by and among Outsourcing Solutions
Inc., a Delaware  corporation (the "Company"),  and the Purchasers listed on the
signature pages hereto (each a "Purchaser" and collectively  the  "Purchasers").
Except as  otherwise  indicated,  capitalized  terms used  herein are defined in
Section 7 hereof.

     The parties hereto agree as follows:

     Section 1.  Authorization  of Junior  Preferred  Stock.  The  Company  will
authorize a class of 50,000 shares of Junior  Preferred  Stock, no par value per
share,  having  the terms and  provisions  set  forth on  Exhibit A hereto  (the
"Junior Preferred Stock").

     Section 2. Purchase and Sale of Junior Preferred Stock.

     2A.  Purchase  and Sale.  Subject  to the terms  and  conditions  set forth
herein,  the  Company  will  sell to each  Purchaser,  and each  Purchaser  will
purchase from the Company, such number of shares of Junior Preferred Stock as is
set forth in Schedule 1 attached  hereto at a purchase  price of  $1,000.00  per
share.

     2B.  The  Closing.  The  closing  of the sale and  purchase  of the  Junior
Preferred  Stock  hereunder  (the  "Closing")  will take place at the offices of
White & Case LLP, 1155 Avenue of the Americas,  New York, New York 10036. At the
Closing,   the  Company  will  deliver  to  each   Purchaser  a  certificate  or
certificates  evidencing  the number of shares of Junior  Preferred  Stock to be
purchased by such  Purchaser,  registered in the name of such Purchaser  against
payment of the purchase  price  therefor by delivery of a cashier's or certified
check  or  checks  of  immediately  available  funds  or  by  wire  transfer  of
immediately  available funds to a bank account  designated by the Company.  Each
Purchaser  may  satisfy  his or its  obligation  to pay the  purchase  price  by
directing that a portion of its redemption consideration in connection with that
certain Stock Subscription and Redemption Agreement,  dated October 8, 1999, and
amended as of the date  hereof,  to which the  Company  and the  Purchasers  are
parties, be retained by the Company.

     Section 3. Restrictions on Transfers.

     3.A.  Restrictions.  Restricted Securities are transferable pursuant to (i)
public offerings registered under the Securities Act, (ii) Rule 144 or Rule 144A
of the Securities and Exchange Commission (or any similar rule then in force) if
such rule is  available,  and  (iii)  subject  to the  conditions  specified  in
paragraph  3B, any other  legally  available  means of transfer  pursuant to the
Securities Act.

     3.B.  Procedure  for  Transfer.  In  connection  with the  transfer  of any
Restricted  Securities (other than a transfer referred to in clauses (i) or (ii)
of paragraph 3A above),  the holder  thereof will deliver  written notice to the
Company  describing  in  reasonable  detail the  transfer or proposed  transfer,
together  with an opinion  (reasonably  satisfactory  to the Company) of counsel
which (to the Company's reasonable  satisfaction) is knowledgeable in securities
law matters to the effect that such  transfer of  Restricted  Securities  may be
effected without registration of such Restricted Securities under the Securities
Act. In addition,  if the holder of such Restricted  Securities  delivers to the
Company an opinion of such counsel to the effect that no subsequent  transfer of
such Restricted  Securities will require  registration under the Securities Act,
the  Company  will  promptly  upon  such   contemplated   transfer  deliver  new
certificates for such Restricted Securities which do not bear the Securities Act
Legend  set forth in  paragraph  5A below.  If the  Company is not  required  to
deliver new certificates for such Restricted Securities not bearing such legend,
the holder thereof will not transfer the same until the  prospective  transferee
has  confirmed  to the  Company  in  writing  its  agreement  to be bound by the
conditions contained in this paragraph and paragraph 5A.


     3.C. Transferees. Upon request of any Purchaser, the Company shall promptly
supply to such Purchaser or its prospective transferees all information required
to be  delivered  in  connection  with a transfer  pursuant  to Rule 144A of the
Securities and Exchange commission.

     Section 4.  Representations  and  Warranties  of the  Company.  The Company
hereby represents and warrants to each Purchaser that as of the Closing:

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

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

     4.C.   No   Registration.   Assuming   the  truth  and   accuracy   of  the
representations  set  forth in  Section 5 hereof,  the  offers  and sales of the
Junior  Preferred  Stock  pursuant  to the terms  hereof are not  required to be
registered under the Securities Act or any state securities laws.


     Section 5.  Purchasers' Representations and Warranties.

     5.A. Purchasers' Investment  Representations.  Each Purchaser individually,
and not jointly or severally,  hereby  represents that he or it is acquiring the
Restricted  Securities  purchased  hereunder for his or its own account with the
present intention of holding such securities for investment purposes and that it
has no  intention  of  selling  such  securities  in a  public  distribution  in
violation of federal or state securities laws;  provided that nothing  contained
herein will prevent the Purchaser and the subsequent  holders of such securities
from transferring such securities in compliance with the provisions of Section 3
hereof.  Each  certificate  for  Restricted  Securities  will  be  conspicuously
imprinted with a legend substantially in the following form (the "Securities Act
Legend"):

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

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

     5.B.   Other  Representations  and  Warranties  of  the  Purchasers.   Each
Purchaser individually, and not jointly or severally, represents and warrants to
and covenants and agrees with, the Company that:

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

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

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

     Section 6. Definitions.

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

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

     "Restricted  Securities"  means the Junior Preferred Stock issued hereunder
and any securities  issued with respect to such Junior Preferred Stock by way of
any stock  dividend or stock  split,  or in  connection  with a  combination  of
shares, recapitalization,  merger, consolidation or other reorganization.  As to
any  particular  Restricted  Securities,   such  securities  will  cease  to  be
Restricted  Securities when they have (a) been effectively  registered under the
Securities  Act and disposed of in accordance  with the  registration  statement
covering them, (b) become eligible for sale pursuant to Rule 144 (excluding Rule
144(k)) or Rule 144A of the Securities  and Exchange  Commission (or any similar
rule then in force),  or (c) been otherwise  transferred  and new securities for
them not bearing the  Securities  Act Legend set forth in paragraph 5A have been
delivered  by  the  company  in  accordance  with  paragraph  3B.  Whenever  any
particular securities cease to be Restricted Securities, the holder thereof will
be entitled to receive from the Company, without expense, new securities of like
tenor  not  bearing  a  Securities  Act  Legend  of the  character  set forth in
paragraph 5A.

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

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

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

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

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

     Section 7. Miscellaneous.

     7.A.  Remedies.  The holders of Junior  Preferred Stock acquired  hereunder
(directly or  indirectly)  will have all of the rights and remedies set forth in
this Agreement and the Certificate of  Incorporation,  and all of the rights and
remedies  which  such  holders  have been  granted  at any time  under any other
agreement  or contract,  and all of the rights and  remedies  which such holders
have under any law.  Any Person  having any rights  under any  provision of this
Agreement  will be entitled  to enforce  such  rights  specifically,  to recover
damages  by reason of any  breach of any  provision  of this  Agreement,  and to
exercise all other rights granted by law.

     7.B.  Amendments  and Waivers.  Except as otherwise  provided  herein,  any
provision hereof may be amended or waived generally and the Company may take any
action  herein  prohibited,  or omit to perform  any act herein  required  to be
performed  by it, only if the Company has  obtained  the written  consent of the
holders of at least a majority  of the  outstanding  shares of Junior  Preferred
Stock issued  hereunder and, to the extent that any  modification,  amendment or
waiver  adversely  affects  the  rights  of the  holders  of any class of Junior
Preferred Stock, by the holders of at least a majority of the outstanding shares
initially issued hereunder of such adversely  affected class of Junior Preferred
Stock.  No  course of  dealing  between  the  Company  and any  holder of Junior
Preferred  Stock or any delay on the part of any such holder in  exercising  any
rights  hereunder  or under  any  agreement  contemplated  hereby  or under  the
Certificate  of  Incorporation  or the  Bylaws  will  operate as a waiver of any
rights of any such holder.

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

     7.D. Successors and Assigns.

     (i) Except as  otherwise  expressly  provided  herein,  all  covenants  and
agreements  contained  in this  Agreement  by or on behalf of any of the parties
hereto  will bind and inure to the  benefit  of the  respective  successors  and
assigns of such parties whether so expressed or not. In addition, and whether or
not any express assignment has been made, the provisions of this Agreement which
are for the Purchaser's  benefit as the purchaser or holder of Junior  Preferred
Stock are also for the benefit of and  enforceable by any  subsequent  holder of
such Purchaser's Junior Preferred Stock.

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

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

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

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

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

     7.I. Notices.  All notices,  demands or other communications to be given or
delivered  under or by reason of the  provisions  of this  Agreement  will be in
writing and shall be delivered  personally  or by telex or telecopy as described
below or by reputable over night courier,  and shall be deemed given on the date
on which such  delivery is made.  If delivered by telex or telecopy such notices
or communications shall be confirmed by a registered or certified letter (return
receipt requested), postage prepaid. 1.K.

<PAGE>

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

                                            OUTSOURCING SOLUTIONS INC.

                                            By: /s/ Gary L. Weller
                                                --------------------------------
                                            Its: EVP
                                                --------------------------------

<PAGE>
                                            RAINBOW TRUST ONE

                                            By /s/ Frank J. Hanna
                                               ---------------------------------
                                            Name: Frank J. Hanna
                                            Title: Trustee
<PAGE>
                                            RAINBOW TRUST TWO

                                            By /s/ David G. Hanna
                                               ---------------------------------
                                            Name: David G. Hanna
                                            Title: Trustee
<PAGE>
                                            By /s/ Alan M. Miller
                                               ---------------------------------
                                               Name: Alan M. Miller
<PAGE>
                                            By /s/ Timothy G. Beffa
                                               ---------------------------------
                                               Name: Timothy G. Beffa
<PAGE>

                                            HELLER FINANCIAL, INC.

                                            By /s/ Mark Hutchings
                                               ---------------------------------
                                               Name: Mark Hutchings
                                               Title: AVP
<PAGE>

                                     Title:

                                          McCOWN De LEEUW & CO. III, L.P.

                                            By /s/ David De Leeuw
                                               ---------------------------------
                                               Name: David DeLeeuw
                                               Title:

                                          McCOWN De LEEUW & CO. III EUROPE, L.P.

                                            By /s/ David DeLeeuw
                                               ---------------------------------
                                               Name: David DeLeeuw
                                               Title:

                                          McCOWN De LEEUW & CO. III (ASIA), L.P.

                                            By /s/ David DeLeeuw
                                               ---------------------------------
                                               Name: David DeLeeuw
                                               Title:


                                          GAMMA FUND, L.L.C.

                                            By /s/ David DeLeeuw
                                               ---------------------------------
                                               Name: David DeLeeuw
                                               Title: