ADVISORY SERVICES AGREEMENT

            THIS ADVISORY  SERVICES  AGREEMENT (the "Agreement") is entered into
as of this 21st day of September,  1995, by and between OSI Holdings  Corp.  (on
behalf of itself and its subsidiaries),  a Delaware corporation (the "Company"),
and MDC Management Company III, L.P., a California limited partnership ("MDC").

            WHEREAS, contemporaneously  with  the execution and delivery of this
Agreement the Company and certain  subsidiaries of the Company have acquired all
of the partnership interests in Account Portfolios, L.P., Perimeter Credit, L.P.
and Gulf State Credit, L.P. (the "Acquisition"); and

            WHEREAS,  the execution and delivery of this Agreement is a material
condition to the consummation of the Acquisition.

            NOW,  THEREFORE,  in  consideration  of the mutual  promises  of the
parties hereinafter set forth, MDC and the Company hereto agree as follows:

            1.  Retention as Management  Advisor.  Subject to each of the terms,
conditions and provisions of this  Agreement,  the Company and its  subsidiaries
hereby  retain MDC and MDC hereby  agrees to be  retained by the Company and its
subsidiaries  to perform those  financial and managerial  functions set forth in
Section 4 of this Agreement.

            2. Term.

            2.1 Subject to the provisions for termination set forth herein, this
Agreement  shall  be from  the date  hereof  through  September  21,  2005,  and
automatically  renewable annually  thereafter unless MDC receives 30 days notice
of the termination prior to the renewal date.

            2.2 The Company,  by written notice to MDC, authorized by a majority
of the directors  other than those who are partners,  principals or employees of
MDC (or an affiliate of MDC),  may  terminate  this  Agreement  for  justifiable
cause,  which shall mean any of the following events:  material breach by MDC of
any of its obligations  hereunder;  misappropriation by MDC of funds or property
of the Company or other  willful  breach in the course of the  consultancy;  any
attempt by MDC to secure  personal profit related to the business of the Company
and not fairly  disclosed  to and  approved by the Board of  Directors  or gross
neglect by MDC in the fulfillment of its obligations hereunder.

            2.3 MDC, by thirty (30) days' prior  written  notice to the Company,
may terminate this Agreement at any time.

            3. Compensation.

            3.1 Upon execution and delivery of this Agreement, the Company shall
pay MDC a transaction  fee of $1,600,000 for services  rendered on behalf of the
Company and its subsidiaries in connection with the Acquisition.

            3.2 As compensation to MDC for its management and advisory  services
to the Company and its subsidiaries under this Agreement, the Company, on behalf
of itself and its  subsidiaries,  agrees to pay MDC a fee in the amount of three
hundred  thousand  dollars  ($300,000)  per year.  Such fee shall be  payable in
arrears  in equal  quarterly  installments,  on or before the last day of March,
June, September and December, commencing on December 31, 1995.

            3.3 MDC shall also be entitled to be  reimbursed  by the Company for
all reasonable  out-of-pocket  costs and expenses incurred by MDC and any of its
partners,  employees or affiliates in connection with (i) providing the Services
under this  Agreement,  or (ii) serving as a member of the Board of Directors or
as an officer of the Company including, without limitation, all travel expenses.
Reimbursement shall be provided upon receipt by the Company of invoices from MDC
with respect to such costs and expenses.

            4. Duties as  Management  Advisor.  MDC's duties as a financial  and
management  consultant to the Company and its subsidiaries  under the provisions
of this Agreement shall include providing  services in obtaining  equity,  debt,
lease and  acquisition  financing,  as well as  providing  other  financial  and
consulting  services  for the  operation  and growth of the  Company at any time
during the term of this  Agreement  (the  "Services").  Such  Services  shall be
rendered upon the  reasonable  request of the Company.  MDC shall devote as much
time as reasonably necessary to the affairs of the Company.

            5. Decisions.  The Company  reserves the right to make all decisions
with  regard  to  any  matter  upon  which  MDC  has  rendered  its  advice  and
consultation,  and  there  shall  be no  liability  to MDC for any  such  advice
accepted by the Company pursuant to the provisions of this Agreement.

            6. Authority of Management Advisor. MDC shall have authority only to
act as a consultant  and advisor to the Company.  MDC shall have no authority to
enter into any agreement or to make any  representation,  commitment or warranty
binding  upon the  Company  or to  obtain  or incur  any  right,  obligation  or
liability on behalf of the Company.

            7. Independent Contractor. Except as may be expressly provided
elsewhere in this Agreement, MDC shall act as an independent contractor and
shall have complete charge of its personnel engaged in the performance of the
Services.

            8. Books and  Records.  MDC's books and records  with respect to the
Services and any reimbursable costs ("Books and Records") shall be kept at MDC's
office  located at 3000 Sand Hill Road,  Building  3,  Suite  290,  Menlo  Park,
California  94025.  The  Books  and  Records  shall be kept in  accordance  with
recognized accounting principles and practices,  consistently applied, and shall
be made available for the Company or the Company's  representatives'  inspection
and copying at all times during regular office hours.  MDC shall not be required
to  maintain  the  Books  and  Records  for more  than  three  (3)  years  after
termination of this Agreement.

            9. Confidential Information.

            9.1 The parties  acknowledge  that during the course of provision of
the Services,  the Company may disclose  confidential  information to MDC or its
affiliated  companies.  MDC  shall  treat  such  information  as  the  Company's
confidential  property and safeguard and keep secret all such information  about
the Company,  including reports and records,  customer lists, trade lists, trade
practices,  and  prices  pertaining  to the  Company's  business  coming  to the
attention or knowledge of MDC because of any  activities  conducted by MDC under
or pursuant to this Agreement.

            9.2 MDC shall  exercise  its best efforts and shall cause any of its
affiliated  companies to exercise their best efforts to prevent any confidential
information  from  being  disclosed  to third  parties,  except  as  necessarily
required  in  the  performance  of  the  Services  and  except  under  terms  of
confidentiality  satisfactory to the Company.  This  obligation  shall remain in
effect until the Company  shall  release MDC or its  affiliated  companies  from
their  obligations  under this paragraph 9, but in no event later than three (3)
years  after  the  completion  of the  Services.  MDC  shall  not use any of the
Company's  confidential  information  in any  way  that  is  detrimental  to the
interests of the Company, directly or indirectly, either during the term of this
Agreement or at any time thereafter.

            10.  Indemnification.  The Company  agrees to indemnify and hold MDC
and its partners,  officers,  directors and agents harmless from damages, losses
or expenses  (including,  without  limitation,  reasonable  attorneys'  fees and
expenses) incurred or paid directly or indirectly, by MDC as a result or arising
out of any  actions  taken  by MDC in  connection  with the  performance  of the
Services  under this Agreement  except to the extent that such actions  resulted
solely  from the gross  negligence  or willful  misconduct  of MDC.  The Company
hereby  further  agrees to reimburse  MDC for all  reasonable  fees and expenses
(including  attorneys fees) incurred in connection with defending any such claim
to which MDC is a party, as such fees and expenses are incurred by MDC.

            11. Notices and Communications.

            11.1  All  communications  relating  to  the  day-to-day  activities
necessary  to render the  Services  shall be  exchanged  between the  respective
representatives  of the Company and MDC, who will be  designated  by the parties
promptly upon commencement of the Services.

            11.2 All other  notices,  demands,  and  communications  required or
permitted hereunder shall be in writing and shall be delivered personally to the
respective  representatives  of the  Company and MDC set forth below or shall be
mailed by registered mail, postage prepaid,  return receipt requested.  Notices,
demands  and  communications  hereunder  shall be  effective:  (i) If  delivered
personally, on delivery; or (ii) if mailed, forty-eight (48) hours after deposit
thereof in the United  States mail  addressed  to the party to whom such notice,
demand,  or  communication is given.  Until changed by written notice,  all such
notices, demands and communications shall be addressed as follows:

            If to the Company:   OSI Holdings Corp.
                                 c/o David B. Kreiss
                                 5605 Lake Island Drive
                                 Atlanta, GA  30327
                                 Tel: (404) 250-0707
                                 Fax: (404) 250-0707

            If to MDC:           McCown De Leeuw & Co.
                                 101 East 52nd Street
                                 31st Floor
                                 New York, New York 10022
                                 Attn:  Mr. Tyler Zachem
                                 Tel: (212) 355-5500
                                 Fax: (212) 355-6283 or
                                      (212) 355-6945

            With copies to:      McCown De Leeuw & Co.
                                 3000 Sand Hill Road
                                 Building 3, Suite 290
                                 Menlo Park, CA  94025
                                 Attn: Mr. Steven A.
                                       Zuckerman
                                 Tel: (415) 854-6000
                                 Fax: (415) 854-0853

            12. Assignments.  MDC shall not assign this Agreement in whole or in
part without the prior written consent of the Company,  provided,  however, that
such consent shall not be  unreasonably  withheld with respect to assignments to
MDC's affiliates or wholly-owned  subsidiaries;  and provided further,  that any
such  assignment  shall not  relieve  MDC of any of its  obligations  under this
Agreement.

            Subject to the  foregoing,  all the terms and  conditions  contained
herein  shall  inure to the  benefit  of and shall be binding  upon the  parties
hereto and their  respective  heirs,  personal  representatives,  successors and
assigns.

            13.  Applicable Law and  Severability.  This document  shall, in all
respects,  be  governed  by the laws of the  State  of  Delaware  applicable  to
agreements  executed  and to be wholly  performed  within the State of Delaware.
Nothing  contained  herein shall be construed so as to require the commission of
any act  contrary  to law,  and  wherever  there  is any  conflict  between  any
provisions  contained  herein and any contrary  present or future statute,  law,
ordinance or  regulation,  the latter shall  prevail,  but the provision of this
document which is affected shall be curtailed and limited  only  to  the  extent
necessary to bring it within the requirements of the law.

            14. Further Assurances. Each of the parties hereto shall execute and
deliver any and all additional papers, documents and other assurances, and shall
do any and all acts and  things  reasonably  necessary  in  connection  with the
performance  of their  obligations  hereunder and to carry out the intent of the
parties hereto.

            15. Attorneys'   Fees.  In  the  event any action is instituted by a
party  to  enforce  any  of the  terms  and  provisions  contained  herein,  the
prevailing party in such action shall be entitled to such reasonable  attorneys'
fees, costs and expenses as may be fixed by the court.

            16. Time  of  the Essence. Time  is of the essence of this Agreement
and all the terms, provisions, covenants and conditions hereof.

            17. Captions. The   captions  appearing  at  the commencement of the
paragraphs hereof are descriptive only and for convenience and reference. Should
there be any conflicts between any such caption and the paragraph at the head of
which it appears, the paragraph and not such caption shall control and govern in
the construction of this document.

            18.   Modifications   or   Amendments.   No  amendment,   change  or
modification  of this document shall be valid unless it is in writing and signed
by all the parties  hereto and  expressly  states that an  amendment,  change or
modification of this Agreement is intended.

            19. Separate  Counterparts.  This document may be executed in one or
more separate counterparts, each of which, when so executed, shall be  deemed to
be an original. Such counterparts shall, together, constitute and be one and the
same instrument.

            20. Entire Agreement.  This  Agreement  shall  constitute the entire
understanding  and agreement  between the parties hereto and shall supersede any
and all letters of intent,  whether  written or oral,  pertaining to the subject
matter of this Agreement.

<PAGE>

            IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be
executed by their duly authorized officers on the date first appearing above.

                                   OSI HOLDINGS CORP.


                                   By:    /s/ David B. Kreiss
                                       ---------------------------

                                       Name:  David B. Kreiss
                                       Title: President

                                   MDC MANAGEMENT COMPANY III, L.P.,
                                   a California limited partnership


                                   By:    /s/ David E. King
                                       ---------------------------
                                       General Partner

<PAGE>

                              ASSIGNMENT AGREEMENT

     This  ASSIGNMENT  AGREEMENT  (this  "Agreement"),  dated as of December 10,
1999, is by and between Madison Dearborn  Partners,  Inc.  ("MDP"),  Outsourcing
Solutions Inc.  (f/k/a  Outsourcing  Holdings  Corp.) ("OSI") and MDC Management
Company III, L.P. ("MDC").

        Reference  is  made  to the  Advisory  Services  Agreement  dated  as of
September 21, 1995 (the "Advisory Services  Agreement"),  by and between OSI and
MDC.  Capitalized  terms not otherwise defined in this Instrument shall have the
meanings given to such terms in the Advisory Services Agreement.

        In accordance with its rights under Section 12 of the Advisory  Services
Agreement,  MDC  wishes to (i)  assign  all of its  rights  in, to and under the
Advisory  Services  Agreement  to MDP and (ii)  designate  MDP as MDC  under the
Advisory Services Agreement.

        NOW,  THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged,  the parties hereto hereby covenant
and agree as follows:

1.       Assignment and Assumption.


               (a)  MDC  hereby  assigns  to MDP  all of  its  obligations  with
                    respect to and  arising  from the  performance  of  advisory
                    services  to OSI after the date hereof and all of its rights
                    under the Advisory Services  Agreement,  including,  without
                    limitation,  MDC's  right to  receive  the fee set  forth in
                    Section   3.2   of   the   Advisory   Services    Agreement.
                    Notwithstanding  the foregoing,  MDC's  obligation under the
                    confidentiality  provisions  set  forth in  Section 9 of the
                    Advisory  Services  Agreement  shall  expire  on  the  first
                    anniversary   of  the  date  hereof  with   respect  to  OSI
                    information obtained prior to the date hereof.


               (b)  MDP hereby accepts the foregoing  assignment of MDC's rights
                    and  hereby  assumes  all of MDC's  obligations  to  perform
                    advisory  services  under the  Advisory  Services  Agreement
                    after the date hereof and assumes  all  obligations  arising
                    from the performance of such services.

               (c)  OSI hereby consents to MDC's  assignment of its rights under
                    the Advisory  Services  Agreement  to MDP and accepts  MDP's
                    assumption of the  obligation to perform  advisory  services
                    under the Advisory Services Agreement after the date hereof.
                    Notwithstanding   anything  to  the  contrary  contained  in
                    Section 12 of the Advisory  Services  Agreement,  OSI hereby
                    agrees that after MDC's  assignment  of its rights under the
                    Advisory Services Agreement to MDP, MDC shall be relieved of
                    all  of  its   obligations   under  the  Advisory   Services
                    Agreement.

2.      OSI hereby represents and warrants to MDP and MDC as follows:

               (a)  OSI has full power and authority to execute and deliver this
                    Agreement  and to perform  its  obligations  hereunder.  The
                    execution, delivery and performance of this Agreement by OSI
                    has  been  duly  authorized  and  approved  by its  Board of
                    Directors and no other  corporate  action on the part of OSI
                    is  necessary  to  authorize  the  execution,  delivery  and
                    performance  of this  Agreement by OSI.  This  Agreement has
                    been duly  executed and  delivered by OSI and,  assuming the
                    due execution and delivery of this Agreement by MDP and MDC,
                    is a valid and binding obligation of OSI enforceable against
                    OSI in accordance with its terms.

               (b)  The  execution  and  delivery of this  Agreement by OSI will
                    not:  (1)  violate  any  provision  of  the  Certificate  of
                    Incorporation or By-Laws of OSI or the comparable  governing
                    documents  of any  of  its  Subsidiaries;  (2)  violate  any
                    statute, ordinance, rule, regulation, order or decree of any
                    court or of any governmental or regulatory  body,  agency or
                    authority applicable to OSI or any of its Subsidiaries or by
                    which any of their  respective  properties  or assets may be
                    bound;  (3) require any filing with,  or permit,  consent or
                    approval  of, or the giving of any  notice to, or  obtaining
                    any new or  additional  licenses  from any  governmental  or
                    regulatory body, agency or authority;  and (4) except as set
                    forth in Section 3.01(d) of the Company's disclosure letter,
                    result  in  a  violation  or  breach  of,   conflict   with,
                    constitute  (with or without  due notice or lapse of time or
                    both) a  material  default  (or  give  rise to any  right of
                    termination,  cancellation,  payment or acceleration) under,
                    or result in the creation of any encumbrance upon any of the
                    properties  or  assets  of OSI  or  any of its  Subsidiaries
                    under,  any of the terms,  conditions  or  provisions of any
                    license,  franchise,  permit,  agreement,  lease,  or  other
                    instrument  or  obligation  to  which  OSI  or  any  of  its
                    Subsidiaries  is a  party,  or by  which  it or any of their
                    respective properties or assets are bound or subject.

               (c)  OSI and MDC have each fully performed all of its obligations
                    under the Advisory Services Agreement to date and neither is
                    in breach of such agreement.

3.      MDC does hereby represent and warrant to MDP and OSI as follows:

               (a)  MDC has full power and authority to execute and deliver this
                    Agreement  and to perform  its  obligations  hereunder.  The
                    execution, delivery and performance of this Agreement by MDC
                    has been  duly  authorized  by MDC and no other  partnership
                    action  on the part of MDC is  necessary  to  authorize  the
                    execution,  delivery and  performance  of this  Agreement by
                    MDC. This  Agreement has been duly executed and delivered by
                    MDC and,  assuming  the due  execution  and delivery of this
                    Agreement by MDP and OSI, is a valid and binding  obligation
                    of MDC enforceable against MDC in accordance with its terms.

               (b)  The  execution  and  delivery of this  Agreement by MDC will
                    not: (1) violate any provision of the Certificate of Limited
                    Partnership  or By-Laws of MDC;  or (2)  require  any filing
                    with,  or permit,  consent or approval  of, or the giving of
                    any notice to, or obtaining any new or  additional  licenses
                    from  any  governmental  or  regulatory   body,   agency  or
                    authority.

               (c)  MDC and OSI have each fully performed all of its obligations
                    under the Advisory Services Agreement to date and neither is
                    in breach of such agreement.

4.      MDP represents and warrants to MDC and OSI  as follows:

               (a)  MDP has all  requisite  partnership  power and  authority to
                    execute  and  deliver  this  Agreement  and to  perform  its
                    obligations   hereunder.    The   execution   delivery   and
                    performance   of  this   Agreement  by  MDP  has  been  duly
                    authorized  by MDP.  No other  action on the part of MDP (or
                    its  partners)  is necessary  to  authorize  the  execution,
                    delivery and  performance  of this  Agreement  by MDP.  This
                    Agreement  has been duly  executed and  delivered by MDP and
                    assuming the due execution and delivery of this Agreement by
                    OSI and  MDC,  is a valid  and  binding  obligation  of MDP,
                    enforceable against MDP in accordance with its terms.

               (b)  The  execution  and  delivery of this  Agreement by MDP will
                    not: (1) violate any provision of the Certificate of Limited
                    Partnership  or By-Laws of MDP;  or (2)  require  any filing
                    with,  or permit,  consent or approval  of, or the giving of
                    any notice to, or obtaining any new or  additional  licenses
                    from  any  governmental  or  regulatory   body,   agency  or
                    authority.

5.             This Agreement is executed and delivered  pursuant to Sections 18
               ("Modifications  or Amendments")  and 12  ("Assignments")  of the
               Advisory Services Agreement. From the date hereof, all references
               to MDC in the Advisory  Services  Agreement shall be deemed to be
               references to MDP.

6.      The first sentence of Section 3.2 shall be deleted and replaced with the
  following:

                      As  compensation  to MDP for its  management  and advisory
               services  to  the  Company  and  its   subsidiaries   under  this
               Agreement, the Company, on behalf of itself and its subsidiaries,
               agrees to pay MDP a fee in the  amount of five  hundred  thousand
               dollars ($500,000) per year.

1.      Section 11.2 of the Advisory Services Agreement shall be amended to read
  as follows:

                      11.2  All  other  notices,   demands,  and  communications
               required or permitted  hereunder shall be in writing and shall be
               delivered  personally to the  respective  representatives  of the
               Company and MDP set forth below or shall be mailed by  registered
               mail, postage prepaid, return receipt requested. Notices, demands
               and communications hereunder shall be effective: (i) if delivered
               personally,  on  delivery;  or (ii) if mailed,  forty-eight  (48)
               hours after deposit  thereof in the United States mail  addressed
               to the party to whom such notice,  demand,  or  communication  is
               given. Until changed by written notice, all such notices, demands
               and communication shall be addressed as follows:

                      If to the Company:    Outsourcing Solutions Inc.
                                            390 South Woods Mill Road
                                            Suite 350
                                            Chesterfield, Missouri 63017
                                            Attention:    Eric Fencl, Esq.
                                                          General Counsel

                                            Phone:        (314) 576-0022
                                            Fax:          (314) 576-1867


                      If to MDP:            Madison Dearborn Partners, Inc.
                                            Suite 3800
                                            Three First National Plaza
                                            Chicago, IL 60602
                                            Attention:    Timothy Hurd
                                            Phone:        (312) 895-1170
                                            Fax:          (312) 895-1156

                                            with a copy to:

                                            Kirkland & Ellis
                                            200 E. Randolph
                                            Chicago, IL 60601
                                            Attention:    Michael H. Kerr, P.C.
                                            Phone:        (312) 861-2000
                                            Fax:          (312) 861-2200

1.             This Agreement may be executed in one or more  counterparts,  all
               of which  shall be  considered  one and the same  Agreement,  and
               shall become effective when one or more of such counterparts have
               been  signed by each of the parties  and  delivered  to the other
               party.

1.             This  Agreement  shall be governed by,  performed,  construed and
               enforced  in  accordance  with the laws of the State of New York,
               without  giving  effect to any choice of law or  conflict  of law
               rules  or  provisions  (whether  of the  State of New York or any
               other  jurisdiction) that would cause the application of the laws
               of any jurisdiction other than the State of New York.

<PAGE>


        IN WITNESS  WHEREOF,  the parties  hereto  have  caused this  Assignment
Agreement to be duly executed as of the day and year first above written.

                                    MADISON DEARBORN PARTNERS, INC.

                                    By: /s/ Paul R. Wood
                                        ----------------------------------------
                                    Its:

                                    MDC MANAGEMENT COMPANY III, L.P.

                                    By: /s/
                                        ----------------------------------------

                                    Its:

                                    OUTSOURCING SOLUTIONS INC.

                                    By: /s/ Eric R. Fencl
                                        ----------------------------------------

                                    Its: