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


               This   Non-qualified   Stock   Option   Award   Agreement   (this
"Agreement"), dated as of ---------, 2000, 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.  2000 Equity  Incentive  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  voting 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  Company,"  as  defined  in and  contemplated  by the  Stockholders
Agreement,  dated as of December 10, 1999,  as may be amended from time to time,
by and among Outsourcing  Solutions Inc., Madison Dearborn Capital Partners III,
L.P.,  and  the  OSI  Stockholders  (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," or (B) the Optionee  terminates
        employment  with the Company or such  subsidiary  for "good reason," 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 the
        purposes  of this  Agreement,  Optionee  shall be  deemed  to have  been
        terminated  "for cause" if his or her employment was terminated for: (i)
        embezzlement,  theft or other  misappropriation  of any  property of the
        Company or any subsidiary, (ii) gross or willful misconduct resulting in
        substantial loss to the Company or any subsidiary or substantial  damage
        to the  reputation  of the  Company  or any  subsidiary,  (iii)  any act
        involving  moral  turpitude  which results in a conviction  for a felony
        involving  moral  turpitude,  fraud  or  misrepresentation,  (iv)  gross
        neglect of his or her assigned  duties to the Company or any subsidiary,
        (v) gross breach of his or her fiduciary  obligations  to the Company or
        any subsidiary, or (vi) any chemical dependence which materially affects
        the performance of his or her duties and responsibilities to the Company
        or any subsidiary; provided that in the case of the misconduct set forth
        in clauses (iv) and (vi) above,  such  misconduct  shall  continue for a
        period of 30 days following written notice thereof by the Company to the
        Optionee.  For purposes of this  Agreement  "good reason" shall mean the
        occurrence of any of the following events,  except for the occurrence of
        such  an  event  in  connection   with  the  termination  of  Optionee's
        employment by the Company or any of its  Subsidiaries  for cause:  (i) a
        significant reduction in the authorities,  duties or responsibilities of
        Optionee;  or (ii) a  failure  to pay  base  salary  after  the due date
        thereof  provided that the Company shall have received written notice of
        such failure to pay from  Optionee and shall not have paid (or caused to
        be paid)  such  base  salary  amount  within 20 days of such  notice,  a
        reduction  in  base  salary,  the  reduction  or  discontinuance  of any
        incentive compensation plan or the taking of any action which materially
        adversely  affects  Optionee's  participation  in or benefits  under any
        fringe benefit provided to Optionee;  provided that the actions referred
        to in clause (ii) above (other than with respect to a failure to pay, or
        reduction in, base salary) shall not constitute  "good reason" events if
        such actions were taken by the Company or its Subsidiaries as part of an
        overall plan by the Company or its  Subsidiaries  and made applicable to
        the same extent to all executives of the Company or its Subsidiaries.

               (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(d)(iii)),  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.

               (vii)  If  the   Optionee's   employment  is   terminated   under
        circumstances not otherwise  described in this Section 2(d), the Option,
        to the extent exercisable in accordance with Section 2(b)(i) or 2(b)(ii)
        upon such termination, may be exercised after such termination until the
        earlier to occur of 90 days  following such  termination  and the stated
        expiration  date of the Option.  If the Optionee  dies during the 90 day
        period following  termination of his or her employment specified in this
        Section 2(d)(vii),  the Option, to the extent the Option would have been
        exercisable  pursuant to this Section  2(d)(vii),  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 first anniversary of the
        Optionee's death and the stated expiration date of the Option.

               (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 t o 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>
<TABLE>
<CAPTION>

                                                                      Schedule I






                        NOTATIONS AS TO PARTIAL EXERCISE

<S>                    <C>                  <C>                  <C>                  <C>
====================== ==================== ==================== ==================== ====================
       Date of          Number of Shares     Balance of Shares       Authorized            Notation
      Exercise         of Stock Purchased   of Stock on Option        Signature              Date
---------------------- -------------------- -------------------- -------------------- --------------------


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</TABLE>