MANAGEMENT STOCK PURCHASE AGREEMENT

               THIS MANAGEMENT STOCK PURCHASE  AGREEMENT,  dated as of April 19,
2000 (this  "Agreement"),  is made by and among  Outsourcing  Solutions  Inc., a
Delaware  corporation  (the  "Company"),  and Timothy  Beffa (the  "Purchaser").
Except as  otherwise  indicated,  capitalized  terms used  herein are defined in
Section 5 hereof.

               The parties hereto agree as follows:

               Section 1.    Purchase and Sale of Voting Common Stock.
                             ----------------------------------------

               1A.  Purchase and Sale.  Subject to the terms and  conditions set
forth herein,  the Company will sell to the  Purchaser,  and the Purchaser  will
purchase from the Company, 26,688.02 shares of Voting Common Stock at a purchase
price of $37.47 per share.

               1B. The  Closing.  The  closing of the sale and  purchase  of the
Voting Common Stock  hereunder (the "Closing") will take place at the offices of
Outsourcing Solutions Inc., 390 South Woods Mill Road, Suite 350,  Chesterfield,
MO  63017.  At  the  Closing,  the  Company  will  deliver  to the  Purchaser  a
certificate  or  certificates  evidencing  the number of shares of Voting Common
Stock  to be  purchased  by  such  Purchaser,  registered  in the  name  of such
Purchaser  against payment of the purchase price therefor by delivery of $500 in
cash and a $999,500 Promissory Note dated as of the date hereof.

               Section 2.    Restrictions on Transfers.
                             -------------------------

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

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

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

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

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

               Section 4.  Purchasers' Representations and Warranties.
                           ------------------------------------------

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

        "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY  ISSUED
        ON APRIL 19, 2000, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
        OF 1933,  AS AMENDED (THE "ACT").  THE  TRANSFER OF SUCH  SECURITIES  IS
        SUBJECT TO THE CONDITIONS SPECIFIED IN (A) THE MANAGEMENT STOCK PURCHASE
        AGREEMENT DATED AS OF APRIL 19, 2000, BETWEEN THE ISSUER (THE "COMPANY")
        AND THE ORIGINAL  PURCHASER  HEREOF AND (B) THE  STOCKHOLDERS  AGREEMENT
        DATED AS OF DECEMBER  10,  1999,  BETWEEN  THE COMPANY AND THE  ORIGINAL
        PURCHASER  HEREOF,  AND THE  COMPANY  RESERVES  THE  RIGHT TO  REFUSE TO
        TRANSFER SUCH SECURITIES  UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH
        RESPECT  TO  SUCH  TRANSFER.  UPON  WRITTEN  REQUEST,  A  COPY  OF  SUCH
        CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT
        CHARGE."

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

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

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

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

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

               Section 5.    Definitions.
                             -----------

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

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

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

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

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

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

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

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

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

               Section 6.  Miscellaneous.
                           -------------

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

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

               6C.    Successors and Assigns.
                      ----------------------

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

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

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

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

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

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

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

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

                      OUTSOURCING SOLUTIONS, INC.

                      By: /s/ Eric R. Fencl
                         -----------------------------------------------
                      Its: Senior Vice President, General Counsel and Secretary

                          /s/ Timothy G. Beffa
                      --------------------------------------------------
                      Timothy Beffa
<PAGE>

$999,500                                                          April 19, 2000

                      NON-RECOURSE SECURED PROMISSORY NOTE

        FOR VALUE RECEIVED,  Timothy Beffa ("Maker"),  hereby promises to pay to
the order of Outsourcing  Solutions Inc., a Delaware corporation  ("Payee"),  at
such place as Payee shall  designate to Maker from time to time in writing,  the
principal sum of $999,500.00, on the terms and conditions set forth herein. This
Promissory  Note shall bear  interest  (computed on the basis of a 360-day year,
counting the number of actual days elapsed) on the principal balance outstanding
from time to time from the date hereof at the rate of 6.71% percent per annum.

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

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

        Notwithstanding the foregoing:

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

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

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

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

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

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

        This  Promissory  Note and the rights of the parties  hereunder shall be
governed by and construed in  accordance  with the internal laws of the State of
New York.  This Note is secured by a pledge of certain  shares of Voting  Common
Stock of  Outsourcing  Solutions  Inc.  held by Maker  pursuant to that  certain
Management  Stock Pledge Agreement dated as of the date hereof between Payee and
Maker.  This Note is non-recourse to Maker and is recourse solely to the pledged
stock under such Pledge Agreement.

                                    * * * * *

<PAGE>
        IN WITNESS  WHEREOF,  Maker,  intending to be legally bound hereby,  has
duly executed and  delivered  this  Promissory  Note on the date first set forth
above.
                                     /s/ Timothy G. Beffa
                                  --------------------------------
                                  Timothy Beffa

<PAGE>
                        MANAGEMENT STOCK PLEDGE AGREEMENT

        THIS  MANAGEMENT  STOCK  PLEDGE  AGREEMENT  is made as of April 19, 2000
between Timothy Beffa  ("Pledgor"),  and Outsourcing  Solutions Inc., a Delaware
corporation (the "Company").

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

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

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

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

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

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

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

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

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

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

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

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

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

                                * * * * *

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

                     OUTSOURCING SOLUTIONS INC.


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

                     Name: Eric Fencl

                     Its:   Senior Vice President, General Counsel and Secretary



                     PLEDGOR:

                          /s/ Timothy G. Beffa
                     --------------------------------------------
                     Timothy Beffa

<PAGE>
                                   STOCK POWER

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



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



                                      /s/ Timothy G. Beffa
                                  ---------------------------------
                                  Timothy Beffa