OUTSOURCING SOLUTIONS INC.
                 NON-QUALIFIED STOCK OPTION AWARD AGREEMENT [E]


            This Non-qualified  Stock Option Award Agreement (this "Agreement"),
dated as of _____________, 199x, is made between Outsourcing Solutions Inc. (the
"Company") and ____________ (the "Optionee").  All capitalized terms used herein
that are not defined herein shall  have  the  respective  meanings given to such
terms in the Outsourcing Solutions Inc.(formerly OSI Holdings  Corp.) 1995 Stock
Option and Stock Award Plan, as amended (the "Plan").


                            W I T N E S S E T H :

      1.  Grant of Option.  Pursuant to the  provisions of the Plan, the Company
hereby grants to the Optionee,  subject to the terms and  conditions of the Plan
and subject further to the terms and conditions  herein set forth, the right and
option to purchase from the Company all or any part of an aggregate of __ shares
of the $0.01 par value common stock of the Company (the "Stock"), at a per share
purchase price equal to $_____ (the  "Option"), such Option to be exercisable as
hereinafter  provided.  The Option shall not be treated as an  "incentive  stock
option," as defined in Section 422 of the Code.

      2.  Terms and  Conditions.  It is  understood  and  agreed  that the Award
evidenced hereby is subject to the following terms and conditions:

            (a)  Expiration  Date.  The Option shall expire ten (10) years after
the date indicated above.

            (b)  Exercise  of Option.  (i)  Subject  to the other  terms of this
Agreement  and the  Plan,  the  Option  may be  exercised  on or after the dates
indicated  below as to that  percentage  of the total shares of Stock subject to
the Option as set forth below opposite each such date,  plus any shares of Stock
as to which the Option  could  have been  exercised  previously,  but was not so
exercised.

                  Date                                Percentage

                 --------------                          25%
                 --------------                          25%
                 --------------                          25%
                 --------------                          25%


            (ii) Notwithstanding  the foregoing  provisions  of Section  2(b)(i)
hereof,  but subject to Section  2(a) and 2(d)  hereof,  immediately  prior to a
"Sale of the  Business,"  as defined in and  contemplated  by Section 2.4 of the
Stockholders Agreement,  dated as of September 21, 1995, as amended and restated
on January 10, 1996, and February 16, 1996,  and as may be further  amended from
time to time,  by and among OSI  Holdings  Corp.,  the MDC  Entities,  APT,  the
Management  Stockholders  and the  Non-Management  Stockholders  (all as defined
therein)  (the  "Stockholders  Agreement"),  the  Option may be  exercised  with
respect to all or any portion of the total number of shares of Stock  covered by
the then unexercised Option.

           (iii) Any  exercise   of all or  any  part  of the  Option  shall  be
accompanied  by a written  notice to the Company  specifying the whole number of
shares  of Stock as to which  the  Option  is being  exercised.  Upon the  valid
exercise of all or any part of the Option, a certificate (or  certificates)  for
the  number of shares of Stock with  respect  to which the  Option is  exercised
shall be  issued in the name of the  Optionee,  subject  to the other  terms and
conditions  of this  Agreement  and the Plan.  Notation of any partial  exercise
shall be made by the Company on Schedule I attached hereto.

            (c)  Consideration.  At the time of any exercise of the Option,  the
purchase  price of the shares of Stock as to which the Option shall be exercised
shall be paid to the Company  (i) in United  States  dollars by personal  check,
bank draft or money order,  (ii) if permitted by applicable  law and approved by
the  Committee  in  accordance  with the Plan,  with Stock,  duly  endorsed  for
transfer to the  Company,  owned by the Optionee (or the Optionee and his spouse
jointly)  for at least six (6) months  prior to the tender  thereof and not used
for another such exercise  during such six-month  period and having a total fair
market value, as determined in accordance with Paragraph 6(a) of the Plan ("Fair
Market  Value"),  on the  date of such  exercise  of the  Option  equal  to such
purchase  price  of  such  shares  of  Stock,  or  (iii)  a  combination  of the
consideration provided for in the foregoing clauses (i) and (ii) of this Section
2(c) having a total Fair Market Value on the date of such exercise  equal to the
purchase price of such shares of Stock.

            (d)  Exercise Upon Death,  Disability or Termination  of Employment.
The  Option  shall  terminate  upon  the  termination,  for any  reason,  of the
Optionee's  employment  with the Company or a subsidiary of the Company,  and no
shares of Stock may thereafter be purchased under the Option, except as follows:

            (i)  In the event of the death of the Optionee  while an employee of
      the Company or a  subsidiary  of the  Company,  the Option,  to the extent
      exercisable in accordance  with Section 2(b)(i) or 2(b)(ii) at the time of
      his or her death, may be exercised after the Optionee's death by the legal
      representative  of the  Optionee's  estate or the legatee of the  Optionee
      under his last will until the  earlier to occur of the second  anniversary
      of the Optionee's death and the stated expiration date of the Option.

           (ii)  If the Optionee's  employment  with the Company or a subsidiary
      of the Company  shall  terminate  by reason of  permanent  disability  (as
      defined in the last sentence of this Section 2(d)(ii)), the Option, to the
      extent  exercisable  in accordance  with Section  2(b)(i) or 2(b)(ii) upon
      such  termination of employment,  may be exercised after such  termination
      until the earlier to occur of the first  anniversary  of such  termination
      and  the  stated  expiration  date of the  Option.  For  purposes  of this
      Agreement,  "permanent  disability" shall mean an inability (as determined
      by the  Committee)  to perform  duties and  services as an employee of the
      Company  or  a  subsidiary  of  the  Company  by  reason  of  a  medically
      determinable physical or mental impairment, supported by medical evidence,
      which can be  expected  to last for a  continuous  period of not less than
      eight (8) months.

          (iii)  If (A) the Company or a  subsidiary  of the Company  terminates
      the  Optionee's  employment  with the Company or such  subsidiary and such
      termination  is not "for  cause"  (as  defined  in  Section  2.5(d) of the
      Stockholders  Agreement),  or (B) the Optionee terminates  employment with
      the Company or such  subsidiary  for "good  reason" (as defined in Section
      2.5(c)  of  the  Stockholders  Agreement),   the  Option,  to  the  extent
      exercisable  in  accordance  with  Section  2(b)(i) or 2(b)(ii)  upon such
      termination of employment,  may be exercised after such termination  until
      the earlier to occur of the first  anniversary of such termination and the
      stated expiration date of the Option.

           (iv)  If the Optionee's  employment  with the Company or a subsidiary
      of the Company is terminated by reason of the Optionee's  retirement after
      attaining both five (5) years of continuous  service with the Company or a
      subsidiary  of the  Company and 59 1/2 years of age,  the  Option,  to the
      extent  exercisable  in accordance  with Section  2(b)(i) or 2(b)(ii) upon
      such retirement,  may be exercised after such retirement until the earlier
      to occur of the  second  anniversary  of such  retirement  and the  stated
      expiration date of the Option.

            (v)  If the  Optionee  dies during the  one-year  or two-year period
      following  termination  of his  or her  employment  specified  in  Section
      2(d)(ii),  2(d)(iii)  or  2(d)(iv),  the Option,  to the extent the Option
      would have been  exercisable  pursuant to Section  2(d)(ii),  2(d)(iii) or
      2(d)(iv) as of the date of the Optionee's  death,  may be exercised  after
      the  Optionee's  death by the legal  representative  of his  estate or the
      legatee of the Optionee  under his last will until the earlier to occur of
      the second  anniversary of the Optionee's death and the stated  expiration
      date of the Option.

           (vi)  If the Optionee's  employment is terminated by the Company or a
      subsidiary of the Company "for cause" (as defined in Section 2.5(d) of the
      Stockholders  Agreement) or under circumstances not otherwise described in
      this Section  2(d),  the Option shall  automatically,  without any further
      action required by the Company,  terminate on the date of such termination
      of employment and shall cease to thereafter be exercisable with respect to
      any shares of Stock.

            (e)  Nontransferability.   The  Option  shall  not  be  transferable
otherwise  than  by  will  or the  laws of  descent  and  distribution,  and are
exercisable, during the lifetime of the Optionee, only by him.

            (f)  Withholding  Taxes.  At the time of  receipt  of Stock upon the
exercise of all or any part of the Option, the Optionee shall be required to pay
to the Company in cash (or make other  arrangements,  in accordance with Section
12 of the Plan, for the  satisfaction  of) any taxes of any kind required by law
to be withheld with respect to such Stock;  provided,  however,  tax withholding
obligations  may be met, in whole or in part,  by the  withholding  of shares of
Stock  otherwise  deliverable  to the Optionee  upon such  exercise  pursuant to
procedures approved by the Committee;  provided further,  however, the amount of
shares so  withheld  may not  exceed the amount  necessary  to satisfy  required
Federal,  state,  local and foreign  withholding  obligations  using the minimum
statutory  rate.  In no event shall Stock or other  property be delivered to the
Optionee  until  the  Optionee  has  paid  to  the  Company  in  cash,  or  made
arrangements satisfactory to the Company regarding the payment of, the amount of
any taxes of any kind  required by law to be withheld  with respect to the Stock
subject to the Option,  and the Company  shall have the right to deduct any such
taxes from any payment of any kind otherwise due to the Optionee.

            (g)  No Rights as Stockholder.  The  Optionee  shall not  become the
beneficial  owner of the  shares of Stock  subject to the  Option,  nor have any
rights to dividends or other  rights as a  shareholder  with respect to any such
shares,  until the  Optionee has  exercised  the Option in  accordance  with the
provisions hereof and of the Plan.

            (h)  No Right to  Continued Employment.  The Option shall not confer
upon the  Optionee  any right to be  retained in the service of the Company or a
subsidiary  of the Company,  nor restrict in any way the right of the Company or
any  subsidiary of the Company,  which right is hereby  expressly  reserved,  to
terminate his employment at any time with or without cause.

            (i)  Inconsistency with Plan.   Notwithstanding any provision herein
to the  contrary,  the  Option  provides the  Optionee with no greater rights or
claims than  are  specifically provided for under the Plan. If and to the extent
that  any  provision  contained in this Agreement is inconsistent with the Plan,
the Plan shall govern.

            (j)  Compliance with Laws, Regulations, Stockholders Agreement.  The
Option and the  obligation  of the Company to sell and  deliver  shares of Stock
hereunder  shall be subject in all  respects to (i) all  applicable  Federal and
state  laws,  rules  and  regulations,  (ii)  any  registration,  qualification,
approvals or other  requirements  imposed by any government or regulatory agency
or body which the  Committee  shall,  in its sole  discretion,  determine  to be
necessary or applicable and (iii) the terms of the Stockholders Agreement in all
respects.  Moreover,  the Option may not be  exercised if its  exercise,  or the
receipt of shares of Stock  pursuant  thereto,  would be contrary to  applicable
law.

      3. Investment Representation. If at the time of exercise of all or part of
the Option the Stock is not  registered  under the  Securities  Act of 1933,  as
amended (the "Securities Act"),  and/or there is no current prospectus in effect
under the Securities Act with respect to the Stock,  the Optionee shall execute,
prior to the issuance of any shares of Stock to the Optionee by the Company,  an
agreement  (in such form as the  Committee  may specify) in which the  Optionee,
among  other  things,  represents,  warrants  and agrees  that the  Optionee  is
purchasing  or  acquiring  the  shares  acquired  under this  Agreement  for the
Optionee's own account, for investment only and not with a view to the resale or
distribution  thereof,  that  the  Optionee  has  knowledge  and  experience  in
financial and business  matters,  that the Optionee is capable of evaluating the
merits and risks of owning any shares of Stock  purchased or acquired under this
Agreement,  that the Optionee is a person who is able to bear the economic  risk
of such ownership and that any subsequent  offer for sale or distribution of any
of such shares shall be made only pursuant to (i) a registration statement on an
appropriate  form under the  Securities  Act, which  registration  statement has
become effective and is current with regard to the shares being offered or sold,
or  (ii)  a  specific  exemption  from  the  registration  requirements  of  the
Securities  Act, it being  understood  that to the extent any such  exemption is
claimed, the Optionee shall, prior to any offer for sale or sale of such shares,
obtain a prior favorable written opinion, in form and substance  satisfactory to
the  Committee,  from  counsel  for  or  approved  by the  Committee,  as to the
applicability of such exemption thereto.

      4.  Disposition  of Stock.  In addition to the  restrictions  set forth in
Section 3, no share of Stock  received  by the  Optionee  upon  exercise  of the
Option (or any interest or right in such shares) can be sold, assigned,  pledged
or transferred in any manner except as permitted by the Stockholders Agreement.

      5.  Optionee Bound by Plan;  Stockholders  Agreement.  The Optionee hereby
acknowledges  receipt of a copy of the Plan and the  Stockholders  Agreement and
agrees to be bound by all of the terms and provisions of each thereof, including
the terms and  provisions  adopted after the granting of the Option but prior to
the complete exercise hereof, subject to the last paragraph of Section 16 of the
Plan as in effect on the date hereof.

      6.  Notices. Any notice  hereunder to the Company shall be addressed to it
at  390  South  Woods  Mill  Road,  Suite  350,  Chesterfield,  Missouri  63017,
Attention:  Chief Financial  Officer,  and any notice hereunder to the Optionee,
shall be addressed to him at, ______________________ Attention: ______________ ,
subject  to  the  right  of  either  party to designate at any time hereafter in
writing some other address.

      7.  Governing  Law.  The  validity,   interpretation,   construction   and
performance  of this  Agreement  shall be  governed  by the laws of the State of
Delaware  applicable to contracts  executed and to be performed  entirely within
such state, without regard to the conflict of law provisions thereof.

      8.  Severability.  If any of the  provisions of this  Agreement  should be
deemed  unenforceable,  the remaining  provisions shall remain in full force and
effect.

      9.  Modification.  Except   as  otherwise  permitted  by  the  Plan,  this
Agreement  may  not  be  modified  or  amended,  nor may any provision hereof be
waived,  in   any  way  except  in  writing  signed  by  the  party against whom
enforcement thereof is sought.

     10.  Counterparts.  This  Agreement has been executed in two  counterparts,
each of which shall constitute one and the same instrument.


            IN WITNESS  WHEREOF,  Outsourcing  Solutions  Inc.  has caused  this
Agreement  to be executed by a duly  authorized  officer  and the  Optionee  has
executed this Agreement, both as of the day and year first above written.


                              OUTSOURCING SOLUTIONS INC.


                              By
                                -------------------------
                                Name:  Timothy G. Beffa
                                Title:  President & Chief Executive Officer


                              OPTIONEE

                              ---------------------------



<PAGE>


                        NOTATIONS AS TO PARTIAL EXERCISE


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   Date of     Number of Shares   Balance of Shares     Authorized      Notation
   Exercise        of Stock         of Stock on          Signature        Date
                  Purchased           Option
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