ASSET PURCHASE AGREEMENT



                                  by and among

                           Outsourcing Solutions Inc.,

                        Pacific Software Consulting, LLC

                       Pacific Software Consulting, Inc.,

                                       and

                                Edward F. Lambert













                              Dated April 30, 2001



                                     <PAGE>



                                TABLE OF CONTENTS

                            ASSET PURCHASE AGREEMENT



SECTION                                                                     PAGE
-------                                                                     ----


ARTICLE I  DEFINITIONS.........................................................1
     Affiliate.................................................................1
     Affiliated Group..........................................................1
     Agreement.................................................................1
     Arbiter...................................................................1
     Assets....................................................................1
     Assignment and Assumption Agreement.......................................1
     Assumed Liabilities.......................................................2
     Bill of Sale..............................................................2
     Business..................................................................2
     Buyer.....................................................................2
     Buyer Indemnified Persons.................................................2
     Closing...................................................................2
     Closing Balance Sheet.....................................................2
     Closing Date..............................................................2
     Closing Financial Statements..............................................2
     Closing Review............................................................2
     Closing Statement.........................................................2
     Code......................................................................2
     Confidential Information..................................................2
     Contract..................................................................2
     Court.....................................................................2
     Covenant Not to Compete...................................................3
     Current Assets............................................................3
     Current Liabilities.......................................................3
     Dispute Period............................................................3
     Dollars...................................................................3
     Effective Time............................................................3
     Employment Agreement......................................................3
     Environmental Laws........................................................3
     ERISA.....................................................................3
     Excluded Assets...........................................................3
     Final Payment.............................................................3
     Financial Statements......................................................3
     GAAP......................................................................3
     Government................................................................3
     Hazardous Materials.......................................................3
     Indemnified Losses........................................................4
     Indemnified Party.........................................................4
     Indemnifying Party........................................................4
     Initial Payment...........................................................4
     Intellectual Property.....................................................4
     Interim Balance Sheet.....................................................4
     Interim Statements........................................................4
     IRCA......................................................................4
     Law.......................................................................4
     Liabilities...............................................................4
     Lien......................................................................4
     Losses....................................................................4
     Net Worth.................................................................5
     Net Worth Target..........................................................5
     Notice of Dispute.........................................................5
     OSI.......................................................................5
     Ordinary Course...........................................................5
     Party.....................................................................5
     Patentable Property Purchase Agreement....................................5
     Person....................................................................5
     Plan......................................................................5
     Property..................................................................5
     Purchased Assets..........................................................5
     Restricted Period.........................................................5
     Returns...................................................................6
     Seller....................................................................6
     Seller Indemnified Persons................................................6
     Shareholder...............................................................6
     Shareholder Patentable Property...........................................6
     Tax Affiliate.............................................................6
     Taxes.....................................................................6
     Third Person..............................................................6
     Third Person Claim........................................................6
     Trade Names...............................................................6

ARTICLE II  PURCHASE AND SALE OF ASSETS........................................6
     2.1   Assets to be Purchased..............................................6
     2.2   Assumed Liabilities.................................................6
     2.3   Consideration.......................................................7
     2.4   Post-Closing Adjustments to the Initial Payment.....................7
     2.5   Allocation of Consideration.........................................8
     2.6   Closing.............................................................8
     2.7   Deliveries of Seller at the Closing.................................8
     2.8   Deliveries of Buyer at the Closing..................................8
     2.9   The Closing Balance Sheet and the Closing Statement.................8

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER...........9
     3.1   Corporate Existence and Power of Seller.............................9
     3.2   Approval and Enforceability of Agreement...........................10
     3.3   Financial Statements...............................................10
     3.4   Events Subsequent to December 31, 1999.............................10
     3.5   Assets in Possession of Others.....................................11
     3.6   Accounts and Notes Receivable......................................11
     3.7   Undisclosed Liabilities............................................12
     3.8   Taxes..............................................................12
     3.9   Real Property - Owned..............................................13
     3.10  Personal Property - Owned..........................................13
     3.11  Real and Personal Property - Leased from Seller....................13
     3.12  Real and Personal Property - Leased to Seller......................13
     3.13  Intellectual Property..............................................13
     3.14  Necessary Property and Transfer of Assets..........................14
     3.15  Use and Condition of Property......................................14
     3.16  Licenses and Permits...............................................14
     3.17  Contracts--Disclosure..............................................15
     3.18  Customer Contracts.................................................16
     3.19  Contracts--Validity, Etc...........................................16
     3.20  No Breach of Law or Governing Document.............................16
     3.21  Litigation and Arbitration.........................................17
     3.22  Directors, Officers, Employees and Consultants.....................17
     3.23  Indebtedness to and from Directors, Officers and Others............17
     3.24  Outside Financial Interests........................................17
     3.25  Payments, Compensation and Perquisites of Agents
             and Employees....................................................18
     3.26  Labor Contracts....................................................18
     3.27  Employee Benefit Plans.............................................18
     3.28  Overtime, Back Wages, Vacation and Minimum Wages...................18
     3.29  Discrimination, Workers Compensation and
             Occupational Safety and Health...................................18
     3.30  Alien Employment Eligibility.......................................19
     3.31  Labor Disputes; Unfair Labor Practices.............................19
     3.32  Insurance Policies.................................................19
     3.33  Guarantees.........................................................19
     3.34  Environmental Matters..............................................19
     3.35  Broker's Fees......................................................20
     3.36  Foreign Assets and Operations......................................20
     3.37  Service Warranties and Guarantees..................................21
     3.38  Books and Records..................................................21
     3.39  Truthfulness.......................................................21

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER............................21
     4.1   Corporate Existence of Buyer.......................................21
     4.2   Approval of Agreement..............................................21
     4.3   No Breach of Articles or Indentures................................22
     4.4   Broker's Fees......................................................22

ARTICLE V COVENANTS CONCERNING SELLER.........................................22
     5.1   Operation of the Business..........................................22
     5.2   Preservation of Business...........................................23
     5.3   Insurance and Maintenance of Property..............................24
     5.4   Full Access........................................................24
     5.5   Books, Records and Financial Statements............................24
     5.6   Governmental Filings...............................................24
     5.7   Tax Matters........................................................24

ARTICLE VI OTHER AGREEMENTS...................................................25
     6.1   Change of Seller's Name............................................25
     6.2   Seller's Employees.................................................25

ARTICLE VII COVENANT NOT TO COMPETE...........................................26
     7.1   Covenant Not to Compete............................................26
     7.2   Employees..........................................................26
     7.3   Confidentiality....................................................26
     7.4   Remedies...........................................................27
     7.5   Permitted Exceptions...............................................27

ARTICLE VIII CONDITIONS TO BUYER'S OBLIGATIONS................................27
     8.1   Representations and Warranties of
             Seller and Shareholder...........................................27
     8.2   Approval by Buyer's Board..........................................28
     8.3   Performance of this Agreement......................................28
     8.4   No Material Adverse Change and No
             Extraordinary Distributions......................................28
     8.5   Certificate of Seller and Shareholder..............................28
     8.6   Employment Agreements..............................................28
     8.7   Financial Review...................................................28
     8.8   No Lawsuits........................................................28
     8.9   No Restrictions....................................................28
     8.10  Consents...........................................................29
     8.11  Releases...........................................................29
     8.12  Documents..........................................................29
     8.13  Due Diligence......................................................29
     8.14  Employees and Independent Contractors..............................29
     8.15  Closing Patentable Property Purchase Agreement.....................29
     8.16  Further Assurances.................................................29

ARTICLE IX CONDITIONS TO SELLER'S OBLIGATIONS.................................30
     9.1   Representations and Warranties of Buyer and OSI....................30
     9.2   Performance of this Agreement......................................30
     9.3   Certificate of Buyer...............................................30
     9.4   Employment Agreements..............................................30
     9.5   Payment of Initial Payment.........................................30
     9.6   No Lawsuits........................................................30
     9.7   Documents..........................................................30
     9.8   Closing Patentable Property Purchase Agreement.....................31
     9.9   Further Assurances.................................................31

ARTICLE X INDEMNIFICATION.....................................................31
     10.1  Survival of Representations and Warranties.........................31
     10.2  Seller's Indemnification...........................................32
     10.3  Buyer's Indemnification............................................33
     10.4  Notice of Claim....................................................34
     10.5  Right to Contest Claims of Third Persons...........................34
     10.6  Set-Off Rights.....................................................35

ARTICLE XI MISCELLANEOUS......................................................35
     11.1  Assignment; Binding Agreement......................................35
     11.2  Termination of Agreement...........................................36
     11.3  Manner and Effect of Termination...................................36
     11.4  Non-Disclosure of Information......................................36
     11.5  Bulk Sales.........................................................36
     11.6  Remedies...........................................................37
     11.7  Entire Agreement and Modification..................................37
     11.8  Severability.......................................................37
     11.9  Counterparts.......................................................37
     11.10 Headings; Interpretation...........................................37
     11.11 Choice of Forum and Governing Law..................................37
     11.12 Payment of Fees and Expenses.......................................37
     11.13 Notices............................................................38




<PAGE>




                            ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made as of this 30th day
of April,  2001,  by and  among,  on one hand,  Outsourcing  Solutions  Inc.,  a
Delaware  corporation ("OSI") and Pacific Software  Consulting,  LLC, a Delaware
limited liability company owned by OSI ("Buyer"), and on the other hand, Pacific
Software  Consulting,  Inc., a California  corporation  ("Seller") and Edward F.
Lambert ("Shareholder"). Certain defined terms are set forth in Article I.


                                    RECITALS

     A.   Buyer  desires to  purchase from  Seller the  Purchased Assets and  to
assume the Assumed Liabilities, on the following terms and conditions;

     B.   Seller desires to sell to Buyer the Purchased  Assets and to assign to
Buyer the Assumed Liabilities, on the following terms and conditions; and

     C.   Simultaneously   with  the  Closing,   Buyer  will  purchase   certain
intellectual  property  from  Shareholder  pursuant to the  Patentable  Property
Purchase Agreement.

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
covenants,  representations,  warranties,  conditions and agreements hereinafter
expressed, the Parties agree as follows:



                                    ARTICLE I

                                   DEFINITIONS

"Affiliate"  means a Person that  directly,  or  indirectly  through one or more
intermediaries, controls, is controlled by, or is under common control with, the
Person referred to. In this definition,  "control" means the possession,  direct
or indirect, of the power to direct or cause the direction of the management and
policies of a Person,  whether through ownership of securities,  by contract, or
otherwise.

     "Affiliated Group" has the meaning set forth in Section 1504 of the Code.

     "Agreement" has the meaning set forth in the Preamble.

     "Arbiter" means the individual appointed under Section 2.9(c).

          (a)  "Assets" has the meaning set forth in Schedule 2.1.

     "Assignment  and  Assumption  Agreement"  means the form of instrument  set
forth as Exhibit A.

     "Assumed  Liabilities"  means  Liabilities of Seller to the extent they are
incurred in the Ordinary Course of the Business and to the extent they are:

          (a)  Liabilities that are quantified on the Closing  Balance Sheet and
the Closing Statement; or

          (b)  executory  obligations  arising  from  the  Business   which  are
specifically  set forth on Schedule 1.1(a) hereto to the extent such obligations
are to be performed after the Effective Time and are accompanied by a correlated
duty of performance or payment on the part of the other party(s) thereto.

     "Bill of Sale" means the form of instrument set forth as Exhibit B.

     "Business"  means the business and operations of Seller  including  without
limitation  the  business  generally  conducted  under the trade  name  "Pacific
Software Consulting, Inc."

     "Buyer" has the meaning set forth in the Preamble.

     "Buyer Indemnified Persons" has the meaning set forth in Section 10.2(a).

     "Closing" means the consummation of the  transactions  contemplated by this
Agreement.

          "Closing Balance Sheet" has the meaning set forth in Section 2.9(a).

          "Closing  Date"  means  April 30,  2001 or, if the  conditions  to the
Closing are not by then  satisfied,  on such date  within  three  business  days
following satisfaction of such conditions (other than conditions to be satisfied
at the Closing according to the terms thereof).

          "Closing Financial Statements" means the Closing Balance Sheet and the
Closing Statement prepared pursuant to Section 2.9(a).

          "Closing Review" has the meaning set forth in Section 2.9(a).

          "Closing Statement" has the meaning set forth in Section 2.9(a).

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Confidential Information" has the meaning set forth in Section 7.3.

          "Contract" means any contract, agreement, arrangement,  understanding,
lease,  indenture,  evidence of indebtedness,  binding commitment or instrument,
purchase order or offer,  written or oral,  entered into or made by or on behalf
of  Seller,  or to which  Seller  is a party or by which it or its  property  is
bound.

          "Court"  means any court,  grand jury,  administrative  or  regulatory
body, Government agency, arbitration or mediation panel or similar body.

          "Covenant  Not  to  Compete"  means  the  obligations  of  Seller  and
Shareholder under Article VII.

          "Current Assets" shall be determined in accordance with GAAP and shall
mean (a) accounts  receivable (less an allowance for doubtful  accounts) and (b)
prepaid expenses and supplies.

           "Current Liabilities" shall be determined in accordance with GAAP and
shall mean accounts payable and accrued expenses.

          "Dispute Period" has the meaning set forth in Section 2.9(b).

          "Dollars" or "$" means United States Dollars.

          "Effective Time" means as of 11:59 p.m. on April 30, 2001.

          "Employment    Agreement"   means   the   form   of   employment   and
non-competition agreement set forth as Exhibit C.

          "Environmental Laws" has the meaning set forth in Section 3.34(a).

          "ERISA" means the Employee  Retirement Income Security Act of 1974, as
amended.

          "Excluded Assets" means the Assets identified in Schedule 1.1(b).

          "Final  Payment"  means the Initial  Payment as  adjusted  pursuant to
Section 2.4(a).

          "Financial  Statements"  means  the 2000  Financial  Statements,  1999
Financial  Statements  and  the  1998  Financial  Statements.   "2000  Financial
Statements"  means  Seller's  balance sheet at December 31, 2000 and the related
statements of income and retained earnings and combined statements of cash flows
for the 12  month  period  then  ended,  together  with any  notes or  schedules
thereto.  "1999 Financial  Statements"  means Seller's balance sheet at December
31, 1999 and the related statements of income and retained earnings and combined
statements  of cash flows for the 12 month period then ended,  together with any
notes or schedules thereto.  "1998 Financial  Statements" means Seller's balance
sheet at December  31, 1998 and the related  statements  of income and  retained
earnings  and  combined  statements  of cash flows for the 12 month  period then
ended, together with any notes or schedules thereto.

          "GAAP" means U.S. generally accepted accounting principles.

          "Government"  means the United States of America,  any other nation or
sovereign state, any federal,  bilateral or multilateral governmental authority,
any state, possession,  territory, county, district, municipality, city or other
governmental  unit or subdivision,  and any branch,  agency, or judicial body of
any of the foregoing.

          "Hazardous Materials" has the meaning set forth in Section 3.34(e).

          "Indemnified Losses" has  the meaning set  forth  in  Section 10.2(a).

          "Indemnified Party" has the meaning set forth in Section 10.4.

          "Indemnifying Party" has the meaning set forth in Section 10.4.

          "Initial  Payment"  means Twenty Eight  Thousand  Seven  Hundred Fifty
Dollars ($28,750).

          "Intellectual  Property"  means all of the following (in whatever form
or medium)  which are used,  owned by or  licensed  to Seller:  (a)  patents and
patent  applications,  (b) copyrights and registrations  thereof, (c) mask works
and  registrations  and  applications  for  registration  thereof,  (d) computer
software  (whether in source code or object code), data and  documentation,  (e)
trade  secrets and  confidential  business  information,  whether  patentable or
unpatentable and whether or not reduced to practice,  works-for-hire,  firmware,
programs,  know-how,  manufacturing  and  productions  processes and techniques,
research and  development  information,  inventions,  discoveries,  projections,
analyses, market studies, copyrightable works, financial, marketing and business
data,  pricing and cost information,  business and marketing plans,  proprietary
prospect lists, and customer and supplier lists and information, (f) trademarks,
service marks, trade names,  corporate names,  domain names and applications and
registrations  therefor and (g) other proprietary  rights relating to any of the
foregoing.

          "Interim  Balance  Sheet"  means the  balance  sheet at March 31, 2001
included in the Interim Statements.

          "Interim  Statements"  means the Interim Balance Sheet and the related
statements  of income and  retained  earnings  and  statements  of cash flows of
Seller  for the  three  month  period  then  ended,  together  with any notes or
schedules thereto.

          "IRCA" means the  Immigration  Reform and Control Act of 1986, and the
rules and regulations thereunder.

          "Law" means any statute,  law, treaty,  ordinance,  rule,  regulation,
instrument,   directive,   decree,   order  or  injunction  of  any  Government,
quasi-governmental  authority or Court, and includes rules or regulations of any
regulatory or  self-regulatory  authority  compliance  with which is required by
law.

          "Liabilities" means all liabilities and/or obligations, whether or not
required to be reflected on the financial statements of a business.

          "Lien" means any lien,  security interest,  mortgage,  option,  lease,
tenancy, occupancy,  covenant, condition,  easement,  agreement,  hypothecation,
restriction,  pledge,  charge,  claim or  other  encumbrance  of every  kind and
nature.

          "Losses" has the meaning set forth in Section 10.2(a).

           "Net Worth" means Seller's Current Assets minus Current Liabilities,
calculated in accordance with historical accounting practices of Seller applied
on a consistent basis.

          "Net Worth Target" has the meaning set forth in Section 2.4(a).

          "Notice of  Dispute"  means a notice to Buyer  delivered  pursuant  to
Section 2.9, specifying in reasonable detail all points of disagreement with the
Closing Balance Sheet and the Closing Statement.

          "OSI" has the meaning set forth in the Preamble.

          "Ordinary  Course"  means,  with  respect  to the  Business,  only the
ordinary course of commercial operations customarily engaged in by such Business
consistent with past practices,  and specifically  does not include (a) activity
(i)  involving  the  purchase or sale of a business  or of any  product  line or
business  unit,  (ii)  involving  modification  or adoption of any Plan or (iii)
which requires  approval by the board of directors or  shareholders of an entity
engaged in a business or (b) the incurrence of any Liability for any tort or any
breach or violation of or default under any Contract or any Law.

          "Party"  means any of Buyer and OSI,  or Seller and  Shareholder,  and
"Parties" means all of them.

          "Patentable Property Purchase Agreement" means the Patentable Property
Purchase  Agreement,  dated the date  hereof,  among OSI,  Buyer,  and Edward F.
Lambert, as seller.

          "Person"  means any  natural  person;  any  corporation,  partnership,
limited  liability  company,  limited  liability  partnership,   joint  venture,
association, company or other legal entity; and any Government.

          "Plan" means any agreement,  arrangement, plan or policy, qualified or
non-qualified,  whether or not considered legally binding, that involves (a) any
pension, retirement, profit sharing, deferred compensation, bonus, stock option,
stock purchase, phantom stock, health, welfare or incentive plan; or (b) welfare
or "fringe"  benefits,  including  without  limitation any voluntary  employees'
beneficiary  associations or related trusts,  vacation,  severance,  disability,
medical,  hospitalization,  dental, life and other insurance,  tuition,  company
car, club dues,  income tax  preparation,  sick leave,  maternity,  paternity or
family leave, child care or other benefits;  or (c) any employment,  consulting,
engagement or retainer agreement or arrangement.

          "Property" has the meaning set forth in Section 3.34(a).

          "Purchased  Assets"  means  the  Assets  set  forth in  Schedule  2.1,
excluding the Excluded Assets.

          "Restricted Period" has the meaning set forth in Section 7.1(a).

          "Returns"  means  returns,  reports,  estimated tax and  informational
statements and returns  relating to Taxes which are, were or will be required by
Law to be filed by Seller or other Tax  Affiliate of Seller in  connection  with
the  Business,  and all  information  returns  (e.g.,  Form W-2,  Form 1099) and
reports  relating  to Taxes or Plans.  Any one of the  foregoing  Returns may be
referred to sometimes as a "Return."

          "Seller" has the meaning set forth in the Preamble.

          "Seller  Indemnified  Persons"  has the  meaning  set forth in Section
10.3(a).

          "Shareholder" has the meaning set forth in the Preamble.

          "Shareholder  Patentable  Property"  means the  Intellectual  Property
purchased from Edward F. Lambert  pursuant to the Patentable  Property  Purchase
Agreement simultaneously with the Closing under this Agreement.

          "Tax  Affiliate"  means  any  member of an  Affiliated  Group of which
Seller is or was a member, or any member of a combined or unitary group of which
Seller is or was a member.

          "Taxes"  means  all  taxes,  charges,   fees,  levies  or  other  like
assessments imposed or assessed by any Government,  including without limitation
income, gross receipts,  profits,  windfall profit, employment (including Social
Security, state pension plans and unemployment insurance), withholding, payroll,
franchise,  gross receipts,  sales, use, transfer,  stamp,  occupation,  real or
personal property,  ad valorem,  value added,  premium and excise taxes; Pension
Benefit Guaranty Corporation premiums and any other like Government charges; and
shall include all penalties,  fines, assessments,  additions to tax and interest
resulting  from,  attributable  to, or incurred in connection with such Taxes or
any contest or dispute  thereof.  Any one of the foregoing Taxes may be referred
to sometimes as a "Tax."

          "Third Person" has the meaning set forth in Section 10.5.

          "Third Person Claim" has the meaning set forth in Section 10.5.

          "Trade Names" has the meaning set forth in Section 3.13.



                                   ARTICLE II

                           PURCHASE AND SALE OF ASSETS

     2.1  Assets to be Purchased. Subject to the terms and conditions hereof, on
the Closing Date and as of the Effective  Time,  Seller agrees to sell to Buyer,
free and clear of all Liens,  all right,  title and interest of Seller to and in
all of the  Purchased  Assets.  The  allocation  of the  consideration  for  the
Purchased Assets is set forth on Schedule 2.1.

     2.2  Assumed Liabilities.


          (a)  Subject to the terms and  conditions  hereof, on the Closing Date
and  as of  the  Effective  Time,  Buyer  agrees  to  assume  only  the  Assumed
Liabilities.

          (b)  Notwithstanding  the foregoing,  if the assignment or transfer of
any  obligation  or  instrument  would cause a breach  thereof and if a required
consent to such  assignment or transfer has not been obtained,  then, at Buyer's
election  and in its sole  discretion,  and subject to Buyer's  right to require
strict compliance with Section 8.10 hereof,  such obligation or instrument shall
not be assigned or transferred to Buyer, but Buyer shall act as agent for Seller
in order to obtain for Buyer the benefits under such obligation or instrument.

          (c)  EXCEPT AS  EXPRESSLY AND  UNAMBIGUOUSLY  PROVIDED IN THIS SECTION
2.2, NEITHER BUYER NOR ANY AFFILIATE OF BUYER ASSUMES OR AGREES TO BECOME LIABLE
FOR OR SUCCESSOR TO ANY  LIABILITIES  OR OBLIGATIONS  WHATSOEVER,  LIQUIDATED OR
UNLIQUIDATED,  KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE, WHETHER OF SELLER, ANY
AFFILIATE OF SELLER,  ANY PREDECESSOR  THEREOF,  OR ANY OTHER PERSON,  OR OF THE
BUSINESS.  NO OTHER  STATEMENT IN OR PROVISION  OF THIS  AGREEMENT  AND NO OTHER
STATEMENT, WRITTEN OR ORAL, ACTION OR FAILURE TO ACT INCLUDES OR CONSTITUTES ANY
SUCH ASSUMPTION OR AGREEMENT, AND ANY STATEMENT TO THE CONTRARY BY ANY PERSON IS
UNAUTHORIZED AND HEREBY DISCLAIMED.

     2.3  Consideration. The consideration for the Purchased Assets shall be the
aggregate  of  (a)  the  Final  Payment  and  (b)  the  amount  of  the  Assumed
Liabilities.

     2.4  Post-Closing Adjustments to the Initial Payment.

          (a)  To the  extent the Net Worth is  greater  than $1 (the "Net Worth
Target"), the Initial Payment shall (on a post-closing basis pursuant to Section
2.4(b)) be  increased  on a  dollar-for-dollar  basis by an amount equal to such
excess.  To the  extent  the Net Worth is less than the Net  Worth  Target,  the
Initial  Payment shall (on a post-closing  basis pursuant to Section  2.4(b)) be
decreased on a dollar-for-dollar  basis by an amount equal to such deficit.  The
Initial  Payment  as so  adjusted  is  hereinafter  referred  to as  the  "Final
Payment." The Net Worth and the Final  Payment shall be determined  based on the
Closing  Balance Sheet and the Closing  Statement (as finally  determined  under
Section 2.9).

          (b) Not more than 5 business  days after  final  determination  of the
Final  Payment,  (i) Buyer shall pay to Seller the amount,  if any, by which the
Final Payment  exceeds the Initial Payment or (ii) Seller shall pay to Buyer the
amount, if any, by which the Final Payment is less than the Initial Payment. Any
payment or distribution  from Buyer or Seller so required to be made shall be by
wire transfer of  immediately  available  funds and shall bear interest from the
Closing  Date  through the date of payment at the prime  lending rate of Bank of
America from time to time prevailing.

     2.5  Allocation of Consideration. The consideration provided for in Section
2.3 shall be allocated among the Purchased Assets,  the Assumed  Liabilities and
Covenant  Not to Compete as  provided in  Schedule  2.5  hereto,  or as mutually
agreed  to in  writing  by the  Parties  after  the  determination  of the Final
Payment.  Such  allocation  shall be prepared in accordance with Section 1060 of
the Code.

     2.6  Closing.  The Closing  shall take  place at 10:00 a.m. on  the Closing
Date or such other time as the  Parties  agree at the offices of Bryan Cave LLP,
211 N. Broadway, One Metropolitan Square, Suite 3600, St. Louis, Missouri 63102.

     2.7  Deliveries  of Seller at the Closing.  At the Closing,  subject to the
conditions  to Seller's  obligations  in Article IX,  Seller  shall  execute and
deliver or cause to be delivered the documents identified in Article VIII.

     2.8  Deliveries  of Buyer at the Closing.  At the  Closing,  subject to the
conditions to the Buyer's  obligations in Article VIII,  Buyer shall (a) execute
and deliver or cause to be delivered the documents  identified in Article IX and
(b) transfer the Initial Payment by wire transfer of immediately-available funds
to an account or accounts  designated  by Seller not less than two business days
before the Closing Date.

     2.9  The Closing Balance Sheet and the Closing Statement..


          (a)  Beginning  on or after the Closing  Date and as of the  Effective
Time,  Buyer shall conduct a review and examination of the Purchased  Assets and
Assumed  Liabilities  (the  "Closing  Review") at Buyer's sole cost and expense.
Seller, at its sole cost and expense, may have a representative review all final
work papers in connection with the Closing Review.  On the basis of such Closing
Review,  Buyer shall prepare a balance sheet as of the Effective  Time ("Closing
Balance  Sheet") and a  statement  of net assets as of the  Effective  Time (the
"Closing  Statement"),  reflecting the book value,  as of the Effective Time, of
the  Purchased  Assets  less the Assumed  Liabilities,  in  accordance  with the
principles  and procedures as outlined on Schedule  2.9(a) applied  consistently
with the accounting  policies and procedures followed in preparing the Financial
Statements.  The  Closing  Balance  Sheet and the Closing  Statement  are herein
referred to as the  "Closing  Financial  Statements."  Buyer  shall  deliver the
Closing Financial Statements to Seller not later than 60 calendar days after the
Closing Date.

          (b)  If Seller disputes the Closing Financial  Statements as delivered
by Buyer, then not more than 20 calendar days after the date Seller receives the
Closing Financial Statements (the "Dispute Period") Seller shall provide Buyer a
Notice of Dispute. If during the Dispute Period Seller fails to deliver a Notice
of Dispute,  the Closing Financial  Statements shall be deemed final and binding
at the end of the Dispute Period.

          (c) Upon receipt of the Notice of Dispute  within the Dispute  Period,
Buyer shall  promptly  consult  with Seller with  respect to Seller's  specified
points of disagreement in an effort to resolve the dispute.  If any such dispute
cannot be  resolved  by Buyer and Seller  within 20  calendar  days after  Buyer
receives  the Notice of  Dispute,  they shall  refer the dispute to a partner in
Ernst  &  Young  LLP,  certified  public  accountants  (the  "Arbiter"),  as  an
arbitrator to finally determine, as soon as practicable, and in any event within
30 calendar days after such reference,  all points of disagreement  with respect
to the Closing Financial Statements. If Ernst & Young LLP is the auditor for OSI
and its subsidiaries  (or is providing a material amount of consulting  services
to OSI and its  subsidiaries)  at the  time of the  dispute,  the  Parties  will
mutually agree upon another  nationally  recognized  accounting firm to serve as
Arbiter.  For purposes of such  arbitration,  each Party shall  submit  proposed
Closing  Financial  Statements;  Buyer's  proposals need not be identical to the
Closing Financial  Statements  delivered pursuant to Section 2.9(a). The Arbiter
shall  apply the terms of this  Section  2.9,  and shall  otherwise  conduct the
arbitration  under such  procedures  as the Parties may agree or,  failing  such
agreement,  under the Commercial Rules of the American Arbitration  Association.
The fees and expenses of the arbitration and the Arbiter  incurred in connection
with the arbitration of the Closing Financial Statements shall be allocated,  to
the extent  practical,  between the Parties by the Arbiter in  proportion to the
extent either Party did not prevail on items in dispute in the Closing Financial
Statements;  provided, that such fees and expenses shall not include, so long as
a Party  complies  with the  procedures  of this Section 2.9, the other  Party's
outside counsel or accounting fees. All  determinations  by the Arbiter shall be
final,  conclusive and binding with respect to the Closing Financial  Statements
and the allocation of arbitration fees and expenses.



                                   ARTICLE III

            REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER

     Each of Seller and  Shareholder,  jointly and  severally,  hereby makes the
following  representations and warranties,  each of which Seller and Shareholder
represent  and  warrant is true and correct on the date hereof and shall be true
and correct on the Closing Date and each of which shall survive the Closing Date
and the transactions contemplated hereby pursuant to Section 10.1.

     3.1  Corporate Existence and Power of Seller.


          (a)  True and  complete  copies of the articles of  incorporation  and
bylaws  and all  amendments  thereto of Seller,  have been  delivered  to Buyer.
Seller is a corporation  duly organized,  validly  existing and in good standing
under the Laws of the state of its incorporation.

          (b)  Seller  has the corporate power and  authority to own and use its
Assets  and  to  transact  the  business  in  which  it is  engaged,  holds  all
franchises,  licenses, permits necessary and required therefor, is duly licensed
or qualified to do business as a foreign  corporation and is in good standing in
each  jurisdiction  where such license or qualification is required.  Seller has
the corporate  power to enter into this  Agreement,  to perform its  obligations
hereunder, and to consummate the transactions contemplated hereby. Seller has no
direct or indirect  subsidiaries  or other entity in which it has a  controlling
interest  nor does Seller have any direct or indirect  ownership  or  beneficial
interest in any other entity or enterprise.

     3.2  Approval and Enforceability of Agreement.

          (a)  The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly authorized,  approved and
ratified by all necessary action on the part of Seller.  At the Closing,  Seller
will deliver to Buyer correct and complete  copies of the resolutions of Seller,
certified  by  its  secretary,   giving   authorization   and  approval  of  the
transactions  contemplated hereby. Such resolutions shall not have been altered,
amended or revoked.  Seller has full  authority  to enter into and deliver  this
Agreement,   to  perform  its  obligations   hereunder  and  to  consummate  the
transactions  contemplated  hereby.  Shareholder has the full power, legal right
and  capacity  to  enter  into  and  deliver  this  Agreement,  to  perform  his
obligations hereunder and to consummate the transactions contemplated hereby.

          (b)  Assuming  due  execution  and  delivery  hereof  by  Buyer,  this
Agreement is the legal,  valid and binding obligation of Seller and Shareholder,
enforceable against each of Seller and Shareholder according to its terms except
that (i) such  enforcement  may be  limited  by or  subject  to any  bankruptcy,
insolvency,  reorganization,  moratorium  or similar  laws now or  hereafter  in
effect relating to or limiting  creditors'  rights generally and (ii) the remedy
of specific  performance and injunctive and other forms of equitable  relief are
subject to certain equitable  defenses and to the discretion of the Court before
which any proceeding therefor may be brought.

     3.3 Financial Statements. Attached as Schedule 3.3 hereto are the Financial
Statements  and the Interim  Statements.  The Financial  Statements  and Interim
Statements  were  derived from the books and records of the Business and (a) are
true,  complete and correct in all material respects,  (b) present fairly in all
material respects the financial  position,  results of operations and cash flows
of the  Business  at the  dates  and for the  periods  indicated,  (c) have been
prepared in  accordance  with GAAP applied on a basis  consistent  with previous
periods, and (d) do not include any untrue statement of a material fact required
to be stated or reflected  therein or omit to state or reflect any material fact
necessary to make any statements therein not misleading.

     3.4  Events  Subsequent   to  December 31, 1999.  Since  December 31, 1999,
except as set forth on Schedule 3.4, there has been no:

          (a)  change in the business,  condition  (financial  or  otherwise) or
operations  of  Seller  other  than  changes  in  the  Ordinary  Course,   which
individually or in the aggregate has been materially adverse to the Business;

          (b)  loss or threatened loss of a material customer Contract;

          (c)  damage, destruction or loss, whether covered by insurance or not,
affecting any Purchased Asset;

          (d)  declaration, setting  aside  or  payment of any  dividend  or any
distribution (in cash or in kind) with respect to any securities of Seller;

          (e)  increase in or commitment to increase  compensation,  benefits or
other  remuneration to or for the benefit of any shareholder,  member,  partner,
director,  officer,  employee  or agent of Seller,  or, in  connection  with the
Business,  any other Person or any benefits  granted  under any Plan with or for
the  benefit  of any  such  shareholder,  member,  partner,  director,  officer,
employee, agent or Person;

          (f)  transaction entered into  or carried out  by Seller other than in
the Ordinary Course of the Business;

          (g)  borrowing or incurrence of any indebtedness, contingent or other,
by or on behalf of  Seller,  or any  endorsement,  assumption  or  guarantee  of
payment or performance of any  indebtedness  or Liability of any other Person or
entity by Seller;

          (h)  change made by Seller  in its Tax or financial accounting  or any
Tax election;

          (i)  grant of any Lien with respect to the Purchased Assets;

          (j)  transfer of any Assets other than arm's length  sales,  leases or
dispositions in the Ordinary Course of the Business;

          (k)  modification  or termination  (other  than  a termination  due to
expiration) of any Contract or any material term thereof;

          (l)  lease  or  acquisition  of  any  capital  assets included  in the
Purchased Assets with a value greater than $10,000 per item;

          (m)  loan or advance to any Person; or

          (n)  commitment or agreement  by Seller  to do  any of  the  foregoing
items (d) through (m).

     3.5  Assets in  Possession  of  Others.  Seller  does not hold  title to or
ownership of any Assets in the possession of Persons other than Seller.

     3.6  Accounts and Notes Receivable.  All accounts and notes  receivable  of
Seller as of the  Effective  Date shall be  reflected  on the Closing  Financial
Statements,  and shall be (a) valid,  genuine and subsisting,  (b) arose or will
have arisen in the Ordinary Course of the Business,  (c) subject to no defenses,
set-offs,  counterclaims,  or Lien,  and (d) except to the extent of any reserve
for bad debt allowances on the Closing Financial  Statements,  current and fully
collectible.  All  accounts or notes  receivable  of Seller in  existence on the
Closing Date will be paid in full, net of applicable  reserves,  on or before 60
calendar  days after the Closing  Date.  Any accounts or notes  receivable  with
respect to which Buyer makes a claim for indemnification under Article X and has
received full  consideration  from Seller for such accounts or notes  receivable
will be transferred to Seller.

     3.7  Undisclosed Liabilities. Seller has  no Liabilities  whatsoever, known
or  unknown,  asserted  or  unasserted,  liquidated  or  unliquidated,  accrued,
absolute,  contingent or otherwise, and, there is no basis for any claim against
Seller for any such Liability  except (a) to the extent set forth on the Closing
Financial  Statements,  (b) to the  extent  set forth on  Schedule  3.7,  or (c)
Liabilities incurred in the Ordinary Course of the Business, none of which will,
or could, have a material adverse effect upon the business, condition (financial
or otherwise) or operations of the Business.

     3.8  Taxes.

          (a)  All Tax and information Returns required to be filed by Seller on
or prior to the Closing  Date with  respect to Taxes have been or will be timely
filed.

          (b)  All amounts shown on each of such Returns have  been paid or will
be paid when due.

          (c)  Any Taxes which  are to be  assumed  by Buyer in  respect  of the
Purchased  Assets which as of the Effective  Time are not yet due and owing will
be adequately reflected on the Closing Balance Sheet as a reserve for Taxes.

          (d)  There are no grounds for the assertion or assessment of any Taxes
against Seller,  the Purchased Assets or the Business other than those reflected
or reserved against on the Closing Balance Sheet.

          (e)  Neither the Purchased Assets nor the Business are and will not be
encumbered by any Liens arising out of any unpaid Taxes and there are no grounds
for the assertion or assessment of any Liens against the Purchased Assets or the
Business in respect of any Taxes.

          (f)  The transactions  contemplated  by this  Agreement  will not give
rise to (i) the  creation  of any  Liens  against  the  Purchased  Assets or the
Business in respect of any Taxes or (ii) the assertion of any  additional  Taxes
against the Purchased Assets or the Business.

          (g)  There  is  no  action  or  proceeding  or  unresolved  claim  for
assessment  or  collection,  pending or  threatened,  by, or present or expected
dispute with, any Government  authority for assessment or collection from Seller
of any Taxes of any nature affecting the Purchased Assets or the Business.

          (h)  There  is no extension or  waiver of the  period for assertion of
any Taxes against Seller affecting the Purchased Assets or the Business.

          (i)  Seller  is not a "foreign  person" within  the meaning of Section
1445(f)(3) of the Code.

          (j)  None of  the Purchased Assets  or Assumed Liabilities are subject
to, or constitute,  a safe harbor lease within the meaning of Section  168(f)(8)
of the Code prior to its repeal.

          (k)  None of the Purchased Assets have been financed with, or directly
or indirectly  secures,  any  industrial  revenue bonds or debt, the interest on
which is tax exempt under Section 103(a) of the Code.

          (l)  None  of  the  Purchased  Assets  or  Assumed   Liabilities  will
constitute a partnership,  joint venture,  or other arrangement or contract that
could be treated as a partnership for federal income tax purposes.

          (m)  None of the Purchased  Assets consist of stock in a subsidiary of
Seller.

          (n)  None of the Purchased Assets are tax-exempt  use property  within
the meaning of Section 168(h) of the Code.

          (o)  None of the Purchased Assets are subject to a tax indemnification
agreement.

     3.9  Real  Property  - Owned.  Seller has no  interest  in, or any right or
obligation to acquire any interest in, any parcel of real
property.

     3.10 Personal  Property  - Owned.  Except  as set  forth on  Schedule  3.10
hereto,  Seller has good and  marketable  title to all of the personal  property
included in the Purchased Assets,  free and clear of all Liens, and there exists
no restriction on the use or transfer of such property.

     3.11 Personal Property - Leased from Seller.  There is no lease under which
Seller is the lessor or sublessor of any personal property.

     3.12 Real and Personal Property - Leased to Seller. There is no lease under
which Seller is the lessee of any real  property.  There is no lease under which
Seller is the lessee of any personal property.

     3.13 Intellectual Property.

          (a)  Except  for the trade  names  listed  on  Schedule  3.13  ("Trade
Names"),  Seller  does  not  own  any  Intellectual  Property.  Other  than  the
Shareholder  Patentable  Property and the Trade  Names,  Seller does not use any
Intellectual Property in connection with the Business.

          (b)  Seller  represents and warrants as follows: (i) there has been no
claim made against Seller asserting the invalidity,  misuse or  unenforceability
of any of the Trade Names or  challenging  Seller's right to use or ownership of
any of the  Trade  Names,  and  there  are no  grounds  for any  such  claim  or
challenge;  (ii) Seller is not aware of any infringement or  misappropriation of
any of the Trade Names or of any facts raising a likelihood of  infringement  or
misappropriation;  (iii)  the  conduct  of the  Business  has not  infringed  or
misappropriated,  and does not  infringe  or  misappropriate,  any  intellectual
property or proprietary right of any other entity;  and (iv) to the knowledge of
Seller and Shareholder,  the  consummation of the  transactions  contemplated by
this  Agreement  will not alter or impair  Buyer's right to use any of the Trade
Names.

     3.14 Necessary  Property and Transfer of Assets.  The Purchased Assets, the
Assumed  Liabilities and the Shareholder  Patentable Property constitute all the
property and property  rights now used,  useful or necessary  for the conduct of
the  Business  in the manner and to the extent  presently  conducted  by Seller.
Except as set forth on Schedule  3.14 hereto,  no consent is  necessary  to, and
there exists no restriction  on, the transfer of any of the Purchased  Assets or
the assignment of the Assumed  Liabilities to Buyer.  There exists no condition,
restriction  or  reservation  affecting the title to or utility of the Purchased
Assets or Assumed  Liabilities  which  would  prevent  Buyer from  occupying  or
utilizing  the  Purchased  Assets or  enforcing  the  rights  under the  Assumed
Liabilities,  or any part  thereof,  to the same full extent  that Seller  might
continue  to do so if the sale and  transfer  contemplated  hereby  did not take
place.  Upon the Closing,  good and marketable title to the Purchased Assets and
the rights under the Assumed Liabilities shall be vested in Buyer free and clear
of all taxes and Liens.

     3.15 Use and Condition of Property.

          (a)  All of the Purchased Assets are in good  operating  condition and
repair (normal wear and tear excepted) as required for their use in the Business
as presently  conducted,  and conform to all  applicable  Laws. No notice of any
violation of any Law relating to any of the  Purchased  Assets has been received
by Seller except such as have been fully complied with. All improvements located
on, and the use  presently  being  made of all real  property  included  in, the
Purchased Assets or leased pursuant to the Assumed  Liabilities  comply with all
applicable  zoning  and  building  code  ordinances  and  all  applicable  fire,
environmental,  occupational  safety and health standards and similar  standards
established  by Law,  and the same use  thereof  by Buyer will not result in any
violation of any such code, ordinance or standard. There is no pending, proposed
or  threatened  change in any such  code,  ordinance  or  standard  which  would
adversely affect the Business or the use of the Purchased Assets.

          (b)  There   is  no  pending,  proposed  or  threatened   condemnation
proceeding or similar action  affecting the Purchased  Assets or with respect to
any streets or public amenities  appurtenant  thereto or in the vicinity thereof
which would adversely affect the Business or the use of the Purchased Assets.

     3.16 Licenses  and  Permits.  Set  forth  on  Schedule  3.16  hereto  is  a
description  of each license or permit  required for the conduct of the Business
and a list of where  licenses or permits may be required  together with the name
of the Government agency or entity issuing such license or permit.  The licenses
and permits  set forth on Schedule  3.16 are valid and in full force and effect.
Except  as  noted on  Schedule  3.16,  such  licenses  and  permits  are  freely
transferable by Seller,  and upon the Closing,  Buyer will have all right, title
and interest of the holder thereof.

     3.17 Contracts--Disclosure.  Except as set  forth in Schedule 3.17 there is
not outstanding:

          (a)  Any single Contract  providing  for an  expenditure  by Seller in
excess of $10,000 over the  remaining  life of such Contract for the purchase of
any real property,  machinery,  equipment or other items which are in the nature
of capital investment.

          (b)  Any single  Contract providing  for an  expenditure  by Seller in
excess of $10,000 for the purchase of raw materials,  supplies,  component parts
or any other items or services.

          (c)  Any Contract  to sell  products  or to provide  services to third
Persons  which (a) is at a price which would result in a net loss on the sale of
such  products  or  providing  of such  services  or (b) is pursuant to terms or
conditions which Seller cannot  reasonably expect to satisfy or fulfill in their
entirety, or (d) involves more than $10,000.

          (d)  Any Contract for  materials, supplies,  component  parts or other
items  or  services  in  excess  of the  normal,  ordinary,  usual  and  current
requirements  of the Business or at a price in excess of the current  reasonable
market price.

          (e)  Any revocable  or  irrevocable  guaranty,  indemnity  or power of
attorney.

          (f)  Any  evidence  of   indebtedness,   loan  agreement,   indenture,
promissory note, letter of credit, foreign exchange contract,  conditional sales
agreement or other similar type of agreement.

          (g)  Any Contract which involves (i) a sharing of profits, (ii) future
payments  of  $10,000  or more per  annum to other  Persons,  or (ii) any  joint
venture, partnership or similar arrangement.

          (h)  Any Contract involving  any sales agency,  sales  representation,
distributorship or franchise.

          (i)  Any Contract containing  covenants expressly limiting the freedom
of Seller to compete in any line of business  or with any Person or in any area.

          (j)  Any Contract not made in the Ordinary Course of the Business.

          (k)  Any other  material  Contract  which  is not  cancelable  without
penalty  on 30  calendar  days'  notice  or less and  which is not set  forth on
another Schedule.

     3.18 Customer Contracts.  Seller has  previously  delivered  to OSI a true,
correct and complete copy of all customer service contracts,  to which Seller is
a party (a "Customer Contract"). Schedule 3.18 sets forth all Customer Contracts
of Seller,  including the expiration  date, and the outstanding  payments due to
Seller  under each  Customer  Contract.  Except as set forth in  Schedule  3.18,
Seller is not a party to any customer  contract.  On the Closing Date,  Schedule
3.18 shall set forth all Customer  Contracts  of Seller as of the Closing  Date.
There are no  retainers  or  prepayments  required  or paid  under any  Customer
Contract as of the date  hereof.  Except as provided in any  Customer  Contract,
there are no  obligations  of Seller,  in writing or  otherwise,  to perform any
material services. Customer Contracts are entered into in the Ordinary Course on
a project by project  basis,  are  performed and  terminated in accordance  with
their  terms  and  may be  modified,  renewed  or  extended  based  upon  mutual
agreement.

     3.19 Contracts--Validity, Etc.


          (a)  Each Contract,  including each Customer Contract,  is a valid and
binding  obligation of the parties  thereto,  enforceable in accordance with its
terms and in full force and effect.

          (b)  Seller is not,  and to the  knowledge  of Seller and  Shareholder
the other party to each Contract,  including each Customer Contract,  is not, in
breach or violation  thereof or default under any Contract.  To the knowledge of
Seller and Shareholder, no event has occurred which, through the passage of time
or the giving of notice,  or both, would  constitute,  or result in, a breach or
violation of or default under any Contract,  including a Customer  Contract,  or
would  cause the  acceleration  of any  obligation  of any party  thereto or the
creation of a Lien upon any Purchased Asset. Except for the consents referred to
on Schedule 3.19, neither the execution of this Agreement nor the Closing of the
transactions  contemplated hereby does or will constitute or result in, a breach
or violation of or default under any Contract, including a Customer Contract, or
would  cause the  acceleration  of any  obligation  of any party  thereto or the
creation of a Lien upon any Purchased Asset. No obligations  under any Contract,
including a Customer Contract, will result in a loss to Buyer or would result in
a loss to Seller,  assuming it had continued the  Business.  Neither  Seller nor
Shareholder  has any knowledge or information of any facts  indicating,  nor any
other  reason to believe,  that any party to a Customer  Contract  has intent to
terminate  such Customer  Contract or to  materially  diminish the terms of such
Customer  Contract or that any party to a Customer Contract will not continue to
be a customer of the Business after the Closing in accordance  with the terms of
such Customer Contract.

          (c)  Each Contract, including  each  Customer  Contract,  will be duly
assigned  to Buyer on the  Closing  Date and upon such  assignment,  Buyer  will
acquire all right, title and interest of Seller in and to such Contract and will
be substituted for Seller under the terms of such Contract.  Except as set forth
on Schedule 3.19, no consent is required for such assignment.

     3.20 No Breach of Law or Governing  Document.  Seller has complied with and
is not in default under or in breach or violation of, (a) any  applicable Law of
any Government body  (including,  without  limitation,  the Fair Debt Collection
Practices  Act and any  state  or  local  counterpart  or  equivalent),  (b) any
franchise or license,  or (c) any provision of its articles of  incorporation or
bylaws.  Neither the  execution of this  Agreement nor the  consummation  of the
transactions  contemplated  hereunder  does or will  constitute or result in any
such  default,  breach or  violation.  No  government  permits or  consents  are
necessary to effect the transactions contemplated hereby.

     3.21 Litigation  and  Arbitration.  There  is no  suit,  claim,  action  or
proceeding now pending or threatened  before any Court, nor or there any grounds
therefor,  to  which  Seller  is a party  or  which  may  result  in any  Order,
Liability,  or other determination which will, or could, have any adverse effect
upon  any  Purchased  Asset  or  upon  the  business,  condition  (financial  or
otherwise) or operations of the Business. No such Order has been entered against
Seller,  nor has any such Liability been incurred which has, or could have, such
effect. There is no claim, action or proceeding now pending or threatened before
any Court  which  will,  or could,  prevent  or hamper the  consummation  of the
transactions contemplated by this Agreement.

     3.22 Directors,  Officers, Employees and Consultants. Set forth on Schedule
3.22 hereto is a complete list of:

          (a)  all directors of Seller;

          (b)  all officers (with office held) of Seller;

          (c)  all employees of Seller; and

          (d)  all consultants to Seller;

together,  in each case, with the current rate of compensation  payable to each.
Attached to Schedule  3.22 is a true,  correct and complete copy of the standard
form  employment  agreement  of Seller.  Except as set forth on  Schedule  3.22,
Seller is not a party to any employment  agreement  which has terms that vary in
any  respect  from the  terms  set  forth  in the  standard  form of  employment
agreement attached hereto in Schedule 3.22.

     3.23 Indebtedness to and from Directors, Officers and Others. Seller is not
indebted  to any  director,  officer,  employee  or agent of Seller  except  for
amounts  due as normal  salaries,  wages and  bonuses  and in  reimbursement  of
ordinary  expenses on a current  basis and no  shareholder,  director,  officer,
employee or agent of Seller is indebted to Seller.

     3.24 Outside Financial Interests.  No director or officer of Seller nor the
owner of more than 5% of the capital  stock of Seller has any direct or indirect
financial  interest  in any  competitor  with or supplier or customer of Seller;
provided,  however,  that for this purpose  ownership  of  corporate  securities
having  no more  than 2% of the  outstanding  voting  power  of any  competitor,
supplier or customer for which securities are listed on any national  securities
exchange or authorized for quotation on the Automated  Quotations  System of the
National Association of Securities Dealers,  Inc. shall not be deemed to be such
a  financial   interest   provided  such  Person  has  no  other  connection  or
relationship with such competitor, supplier or customer.

     3.25 Payments,  Compensation  and Perquisites of Agents and Employees.  All
payments to agents, consultants and others made by Seller in connection with the
Business  have been in  payment  of bona fide  fees and  commissions  and not as
bribes,  illegal or  improper  payments.  Seller  has  properly  and  accurately
reflected  on its books and records  all  compensation  paid to and  perquisites
provided  to or on  behalf  of  its  consultants,  agents  and  employees.  Such
compensation and perquisites have been properly and accurately  disclosed in the
Financial Statements and Interim Statements and other public or private reports,
records or filings of Seller, to the extent required by Law.

     3.26 Labor  Contracts.  Seller  is not a  party  to  any  union  collective
bargaining,  works  council,  joint  or  multi-employer  association,   employee
committee or similar Contract.  There are no negotiations,  demands or proposals
which are pending or which have been made which concern matters now covered,  or
that would be covered, by the type of Contracts listed in this Section.

     3.27 Employee  Benefit  Plans.  Seller has never  been a party to, does not
maintain and is not required to contribute to, nor has Seller ever maintained or
been required to contribute to an "employee  benefit plan" as defined in Section
3(3) of ERISA.  Seller has never been a party to, does not  maintain  and is not
required to  contribute  to, nor has Seller ever  maintained or been required to
contribute to a Plan.  There are no  Liabilities  related to or that could arise
from any Plan that will pass to Buyer as result of the transactions contemplated
hereby.

     3.28 Overtime, Back Wages, Vacation and Minimum Wages. No present or former
employee of Seller has (or within the last two years has had) any claim  against
Seller  (whether under any Law,  Contract or otherwise) on account of or for (a)
wages or salary  (excluding  current bonus,  accruals and amounts accruing under
pension and profit-sharing  Plans) for any period other than the current payroll
period,  (b)  vacation,  time off or pay in lieu of vacation or time off,  other
than that earned in respect of the current  fiscal year or (c) any  violation of
any statute,  ordinance or regulation relating to minimum wages or maximum hours
of  work.

     3.29 Discrimination,  Workers  Compensation  and  Occupational  Safety  and
Health. No Person or party  (including,  but not limited to, any Government) has
(or  within  the last two years  has had) any  claim,  notice of claim,  charge,
lawsuit or basis  thereof,  against  Seller  arising out of any Law  relating to
discrimination in employment or employment  practices or occupational safety and
health  standards,  and no such  claim,  notice of claim,  charge of  lawsuit is
pending or threatened  against  Seller.  Seller has not received any notice from
any Person alleging a violation of any such Law or occupational safety or health
standards.  Seller has no outstanding  Contracts or obligations to indemnify any
Person for violation of the Laws and standards set forth in this Section. Seller
has filed EEO-1 reports and affirmative action plans with appropriate Government
agencies.  There are no pending workers  compensation  claims involving  Seller.
Seller has  delivered to Buyer a true,  correct and complete list of all workers
compensation claims made.

     3.30 Alien Employment Eligibility.  With respect to each Person employed by
Seller on or after May 1, 1987, and who actually commenced such employment on or
after November 6, 1986, (a) Seller hired such Person in compliance with the IRCA
and (b)  Seller  has  complied  with  all  recordkeeping  and  other  regulatory
requirements under IRCA.

     3.31 Labor Disputes;  Unfair Labor Practices.  There is neither pending nor
threatened,  any labor  dispute,  strike or work stoppage which affects or which
may affect the Business,  and Seller is not currently  covered by any injunction
issued by any Court.  Neither Seller nor any of its agents,  representatives  or
employees,  has committed  any unfair labor  practice as defined in the National
Labor Relations Act of 1947, as amended.  There is not now pending or threatened
any charge or complaint  against Seller by the National Labor  Relations  Board,
any state or local labor or employment agency or any representative thereof, and
the  execution  of this  Agreement  and  the  consummation  of the  transactions
contemplated  hereunder will not result in any such charge or complaint,  nor is
there pending or  threatened  any  grievance or  arbitration  under any labor or
employment  Contract.  No right of representation by a labor organization exists
respecting  the  employees  of  Seller,  nor is there  pending a  representation
election. No collective bargaining Contract is currently being negotiated and no
organizing  effort is  currently  being made with  respect to the  employees  of
Seller.  Seller  has no  ongoing  or future  Liabilities  under  any  settlement
Contract or consent decree with respect to labor matters.

     3.32 Insurance Policies. Set forth on Schedule 3.32 hereto is a list of all
insurance  policies  and bonds in force  covering or  relating to the  Purchased
Assets or the Business, including without limitation all properties,  operations
or personnel of Seller.

     3.33 Guarantees.  Seller  is  not   a  guarantor,   indemnitor,  surety  or
accommodation  party or  otherwise  liable  for any  indebtedness  of any  other
Person, firm or corporation, except as endorser of checks received and deposited
in the Ordinary Course.

     3.34 Environmental Matters.


          (a)  Seller's use of the real  property  used in  connection  with the
Business  ("Property") complies and has at all times complied with, and does not
cause,  has not caused,  and will not cause  Liability  to be incurred by Seller
under any Laws, including without limitation the codes,  licenses and permits of
all Governments relating to the protection of health, safety or the environment,
including by way of  illustration  and not by way of  limitation:  the Clean Air
Act; the Federal  Water  Pollution  Control Act; the Resource  Conservation  and
Liability Act; the Toxic Substance Control Act; the Comprehensive  Environmental
Response and Liability  Act; the  Hazardous  Materials  Transportation  Act; the
Atomic Energy Act; the Emergency  Planning and Community  Right-to-Know Act; and
the Oil Pollution  Prevention  Act; and all amendments to each thereto,  and all
other applicable environmental Laws (collectively, "Environmental Laws"). Seller
is not in violation and has not violated, in connection with the ownership, use,
maintenance or operation of the Property and the conduct of the Business, of any
Environmental Laws.

          (b)  There  are  no  past,   pending  or  threatened   investigations,
inquiries, notices or other proceedings by any Government entity with respect to
Seller in  connection  with the actual or  alleged  violation  of, or  Liability
arising under, any Environmental Laws with respect to the Property.

          (c)  Seller  has  all  necessary  permits,  registrations,  approvals,
certificates  and licenses  relating to the protection of health,  safety or the
environment  as  required  by the  Environmental  Laws.  Seller  has  previously
delivered to Buyer or its representatives  true, accurate and complete copies of
any and all such permits, registrations, approvals, certificates and licenses.

          (d)  There are no Environmental  Laws which require any work, repairs,
construction  or capital  expenditures  with  respect to the  Property,  nor has
Seller received any notice of any of the same.

          (e)  During Seller's occupancy  of the  Property  there  has  been  no
spill,  discharge,  leak,  emission,  injection,  disposal,  dumping,  emptying,
escape,  leaching,  pumping  or  release  of any kind on,  beneath  or above the
Property or into the  environment  surrounding  or adjoining the Property of any
pollutants,  contaminants,  hazardous  substances,  hazardous  chemicals,  toxic
chemicals,   extremely  hazardous  substances,   petroleum  products,  petroleum
substances,  toxic substances,  hazardous wastes, infectious wastes, radioactive
materials,   asbestos  fibers  or  solid  wastes   (collectively  as  "Hazardous
Materials"),  including  but not limited to those  defined in the  Environmental
Laws.

          (f)  During Seller's  period of  occupancy  of the Property  there has
been no past, and there is no current or anticipated,  storage,  disposal,  use,
generation, manufacture, refinement, transportation,  production or treatment of
any Hazardous Materials at or upon the Property.

          (g)  Seller  knows of no  information that any Person,  including  any
employee, may have any life threatening health condition or long term disability
as a result of the prior use of the  Property  or as a result of the  release of
any Hazardous Materials on the Property or into the environment  surrounding the
Property.

          (h)  No  asbestos fibers or  materials  or  polychlorinated  biphenyls
(PCBs) are on the Property.

     3.35 Broker's Fees. Neither Seller nor Shareholder has retained any broker,
finder  or  agent  or  agreed  to pay  any  brokerage  fees,  finder's  fees  or
commissions with respect to the transactions contemplated by this Agreement.

     3.36 Foreign  Assets and  Operations.  Seller has no  interests in any real
property  or  tangible  or  intangible  property  located  outside of the United
States,  including any stock,  securities or investments in, claims against,  or
receivables from any entities or Persons with  substantially  all their property
or business so located. Seller has not conducted the Business outside the United
States.

     3.37 Service Warranties and Guarantees.  Set forth on Schedule 3.37 are the
standard forms of service warranties and guarantees used by Seller and copies of
all other outstanding service warranties and guarantees.  Except as set forth on
Schedule  3.37,  no service  warranty or similar  claims have been made  against
Seller except routine claims as to which, in the aggregate,  losses and expenses
in respect  thereto have not and will not exceed $5,000.  The aggregate loss and
expense attributable to all service,  warranty and similar claims now pending or
hereafter  asserted with respect to services provided on or prior to the Closing
Date will not exceed the amount reserved therefor on the Closing Balance Sheet.

     3.38 Books and Records. The books of account, stock record books and minute
books  and  other  corporate  records  of Seller  are in all  material  respects
complete and correct,  have been  maintained  in  accordance  with good business
practices  and the matters  contained  therein are  accurately  reflected on the
Financial Statements and Interim Statements. The minute books and stock books of
Seller have been made  available  to Buyer and are  correct and  complete to the
date hereof.

     3.39 Truthfulness.  No representation or warranty  of Seller or Shareholder
herein and no  statement  or  certificate  furnished or to be furnished by or on
behalf of Seller or Shareholder pursuant to this Agreement or in connection with
the  transactions  contemplated  hereby  contains  or will  contain  any  untrue
statement  of a  material  fact or omits or will omit to state a  material  fact
necessary  in order to make the  statements  contained  herein  or  therein  not
misleading.



                                   ARTICLE IV

                     REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer and OSI hereby make the  following  representations  and  warranties,
each of which is true and  correct on the date  hereof  and  except for  changes
expressly permitted by this Agreement,  shall be true and correct on the Closing
Date and each of which shall survive the Closing Date and the sale  contemplated
hereby pursuant to Section 10.1.

     4.1  Corporate Existence of Buyer.  Buyer  is a  limited liability  company
duly  organized,  validly  existing and in good  standing  under the laws of the
State  of  Delaware.  Buyer  has  the  power  and  authority  to own and use its
properties  and to  transact  the  business  in  which it is  engaged.  OSI is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware.  OSI has the corporate  power and authority to own and
use its properties and to transact the business in which it is engaged.

     4.2  Approval of Agreement.

          (a)  The execution and delivery of this Agreement and the consummation
of the transactions  contemplated  hereby have been duly authorized and approved
by all necessary  corporate action of Buyer and OSI, and such  authorization and
approval have not been  revoked.  Pursuant to such  authorization  and approval,
each of Buyer and OSI has full power and authority to enter into this Agreement,
and to perform its obligations  hereunder and thereunder,  and to consummate the
transactions contemplated hereby.

          (b)  Assuming due  execution  and  delivery  hereof  by  Seller,  this
Agreement  is the legal,  valid and  binding  obligation  of each Buyer and OSI,
enforceable against each according to its terms except that (i) such enforcement
may be  limited by or subject  to any  bankruptcy,  insolvency,  reorganization,
moratorium  or similar laws now or  hereafter in effect  relating to or limiting
creditors'  rights  generally  and (ii) the remedy of specific  performance  and
injunctive and other forms of equitable relief are subject to certain  equitable
defenses and to the discretion of the Court before which any proceeding therefor
may be brought.

          (c)  Neither Buyer  nor OSI is  required  to obtain  any  third  party
contractual consents to effect the transactions contemplated hereby

     4.3  No Breach of Articles or Indentures.  The execution of this  Agreement
and the consummation of the transactions  contemplated  hereby have not and will
not  constitute  or  result  in the  breach  of any of  the  provisions  of,  or
constitute a default under any material  indenture,  evidence of indebtedness or
other  commitment  to which Buyer or OSI is a party or by which either is bound,
which  breach or default  would have a  material  adverse  effect on OSI and its
subsidiaries,  taken  as a  whole.  The  execution  of  this  Agreement  and the
consummation  of the  transactions  contemplated  hereby  have  not and will not
constitute  or result  in the  breach of any of the  provisions  of the  charter
documents of Buyer or the certificate of incorporation or by-laws of OSI.

     4.4  Broker's Fees. Neither Buyer  nor OSI has  retained any broker, finder
or agent or agreed to pay any brokerage fees,  finder's fees or commissions with
respect to the transactions contemplated by this Agreement.



                                    ARTICLE V

                           COVENANTS CONCERNING SELLER

     Seller  covenants  and agrees with Buyer  that,  from and after the date of
this  Agreement  and until the Closing  Date,  Seller will  conduct the Business
subject to the following provisions and limitations:

     5.1  Operation of the Business. Without the prior written consent of Buyer,
Seller will not:

          (a)  Other than in the Ordinary Course, grant any increase in the rate
of pay of any of its  employees,  grant  any  increase  in the  salaries  of any
officer,  employee or agent,  enter into or increase the benefits provided under
any bonus, profit-sharing, incentive compensation, pension, retirement, medical,
hospitalization,  life  insurance  or other  insurance  plan or plans,  or other
contracts  or  commitments,  or in any  other way  increase  in any  amount  the
benefits or compensation of any such officer, employee or agent.

          (b)  Enter  into  any employment  Contract  or  collective  bargaining
agreement.

          (c)  Enter into any Contract or engage in any transaction which is not
in the usual and Ordinary Course or which is inconsistent with past practices.

          (d)  Sell  or dispose  of or  encumber any Assets not in the usual and
Ordinary Course.

          (e)  Make, or enter into any Contract for, any capital expenditure  or
enter into,  modify,  amend,  or cancel any lease of capital  equipment  or real
property.

          (f)  Enter  into  any Contract, whether  for the  purchase  or sale of
inventory,  supplies,  other products or services or otherwise other than in the
Ordinary Course.

          (g)  Create, assume, incur  or guarantee  any indebtedness  other than
(i) in the usual and Ordinary Course of the Business and with a maturity date of
less  than  one  year or (ii)  that  incurred  pursuant  to  existing  Contracts
disclosed in the Schedules delivered pursuant to this Agreement.

          (h)  Declare or pay  any dividend or make  any sale of or distribution
in respect of its capital  stock or directly or indirectly  redeem,  purchase or
otherwise  acquire any of its capital stock or issue any of its capital stock or
other securities.

          (i)  Make or institute any unusual method of  transacting  business or
change any accounting procedures or practices or its financial structure.

          (j)  Make any amendments  to or changes in its articles or certificate
of incorporation or association or bylaws.

          (k)  Perform any act, or attempt  to do any act,  or permit any act or
omission to act, which will cause a breach of any material Contract.

          (l)  Take any action or incur any  Liability or obligation  which,  if
taken or incurred prior to the date of this  Agreement,  would be required to be
disclosed on any Schedule hereto.

     5.2  Preservation  of  Business.   Seller  shall  carry  on   the  Business
diligently  and  substantially  in the same manner as  heretofore  conducted and
shall keep its business  organizations  intact,  including keeping available the
services of its present employees and preserving its present  relationships with
suppliers and customers and others having business relations with Seller. Seller
shall perform all obligations  required to be performed by it under any Contract
or lease.

     5.3  Insurance  and  Maintenance  of  Property.  Seller  will cause all the
Purchased  Assets  and all  property  owned or leased  pursuant  to the  Assumed
Liabilities  to be insured  against all ordinary and insurable  risks (except in
respect  of any  leased  property  where the terms of the lease do not impose on
lessee the obligation to maintain  insurance and where the loss of such property
would not  materially  adversely  affect the conduct of the  Business)  and will
operate,  maintain  and repair all of such  property  in a careful,  prudent and
efficient manner.

     5.4  Full  Access.  Representatives  of Buyer shall have full access at all
reasonable times to all premises,  properties,  books, records,  Contracts,  tax
records  and  documents  of Seller  relating  to the  Business,  and Seller will
furnish to Buyer any  information  in respect of the  Business as Buyer may from
time to time request.  Such  examination  and  investigation  by Buyer shall not
affect the warranties and representations of Seller and Shareholder contained in
this Agreement.

     5.5  Books, Records and  Financial  Statements.  Seller shall  maintain its
books and financial records in accordance with GAAP consistently applied, and on
a basis  consistent with the past practices of Seller.  Said books and financial
records  shall fairly and  accurately  reflect the  operations  of the Business.
Seller shall furnish to Buyer promptly,  as available,  the Financial Statements
and operating  reports  applicable to the Business since January 1, 1998, all of
which shall be prepared in accordance with GAAP  consistently  applied and shall
present fairly the financial  position and results of operations of the Business
at the dates and for the periods indicated.

     5.6  Governmental  Filings Seller will  cooperate with Buyer in making,  as
soon as practicable  following the execution hereof, all filings required by any
Government in connection with the  transactions  contemplated by this Agreement.
All information provided by Seller in connection with such filings will be true,
accurate and complete and will comply with all applicable Laws.

     5.7  Tax Matters.


          (a)  Seller shall  pay  all applicable  sales,  use or  other  similar
transfer  Taxes  that are,  or  become,  due or payable as a result of the sale,
conveyance,  assignment, transfer or delivery of the Purchased Assets hereunder,
whether levied on Buyer, the Purchased Assets or Seller.  Seller, in the case of
the Purchased Assets, shall prepare, subject to Buyer's reasonable approval, and
file any Returns required in respect of such Taxes.

          (b)  All  real  estate, personal  property, ad  valorem and  any other
local or state Taxes  relating to the  Purchased  Assets or the  Business  which
shall be accrued but unpaid as of the Effective  Time, or which shall be paid as
of the  Effective  Time but  relate  in whole or in part to  periods  after  the
Effective  Time,  shall be prorated to the Effective Time and shall be reflected
on the Closing  Balance  Sheet.  Any such prorated Taxes which may be ultimately
assessed  after the Effective  Time shall be paid by Seller to Buyer or Buyer to
Seller, as the case may be, within thirty days of such determination.

          (c)  Seller and Buyer shall report Buyer's  purchase of the  Purchased
Assets  pursuant  to  Section  1060 of the Code and other  applicable  Laws in a
consistent  manner  and shall take no  position  contrary  thereto  and file the
appropriate Form 8594, attached as Schedule 5.7 with their respective income tax
returns.  To the  extent  Buyer  determines  that a Form 1099  should be sent to
Seller,  it shall be only on Form 1099-MISC with respect to the Internal Revenue
with no filing being made in Missouri;  and, Seller and Buyer shall not take any
contrary income tax positions.

          (d)  Seller agrees to furnish or cause to be  furnished, upon request,
as promptly as practicable, such information and assistance (including access to
books and records) relating to the Purchased Assets and the Assumed  Liabilities
as is reasonably  necessary for the preparation of any Return for Taxes,  claims
for refund or audit or prosecution  or defense of any claim,  suit or proceeding
relating to any proposed adjustment of Taxes paid.

          (e)  Seller, upon request, shall use its reasonable efforts to provide
or obtain from any taxing authority any certificate or other document  necessary
to  mitigate,  reduce or eliminate  any Taxes  (including  additions  thereto or
interest and penalties  thereon) that otherwise would be imposed with respect to
the transactions contemplated in this Agreement.

          (f)  Seller shall furnish to Buyer,  as provided in Section 1445(b)(2)
of the Code, an affidavit  pursuant to Section 1445(a),  stating under penalties
of perjury,  Seller's  United  States  taxpayer  identification  number and that
Seller is not a foreign person.



                                   ARTICLE VI

                                OTHER AGREEMENTS

     6.1  Change of Seller's  Name.  Within ten business  days after the Closing
Date,  Seller, in such manner as is reasonably  requested by Buyer, shall change
its name to some name  other than  "Pacific  Software  Consulting,  Inc." or any
variation or  abbreviation  thereof,  and file  appropriate  notification of its
change of name in all jurisdictions where such notification is required.  Seller
will take all steps as may be appropriate to insure to Buyer the continued right
to use the name "Pacific Software Consulting,  Inc." and all variants thereof in
connection with Buyer's operation of the Business.

     6.2  Seller's  Employees.  To the extent  that Buyer has not  entered  into
employment  agreements or independent  contractor  agreements as of the Closing,
Seller  and  Shareholder  shall  indemnify  and hold Buyer  Indemnified  Persons
harmless from all  Liabilities  and  obligations  related to such  employees and
independent  contractors except for Ordinary Course payroll and related expenses
of such employees and costs and wages of such independent  contractors since the
last payroll  disbursement date before the Closing Date which will be assumed by
Buyer.  It is hereby  acknowledged  that  Buyer is not  assuming  any  Liability
arising  from or related to  Seller's  employees  and  independent  contractors,
except for the payroll and related  expenses of employees and costs and wages of
independent  contractors  since the last  payroll  disbursement  date before the
Closing  Date which will be assumed by Buyer.  The  indemnity  set forth in this
Section 6.2 shall be made in accordance with the provisions of Article X hereof,
without regard to the limitations contained in Section 10.2(b).


<PAGE>

                                   ARTICLE VII

                             COVENANT NOT TO COMPETE

     7.1  Covenant Not to Compete.

          (a)  As a further inducement to Buyer to purchase the Purchased Assets
and to assume the Assumed  Liabilities,  each of Seller and  Shareholder  agrees
that for the period from the Closing Date until the expiration of six years from
the Closing Date (the "Restricted Period"),  each of Seller and Shareholder will
not, directly or indirectly:  (i) engage in or in any way own, manage,  operate,
control  or  otherwise  advise  or  assist  or be  actively  connected  with any
enterprise which engages in, or otherwise  carries on, any business  activity in
the United  States of America which is in  competition  with the Business or any
business  in which OSI and its  subsidiaries  are  engaged;  or (ii)  solicit or
accept  business  from,  or provide  competitive  products or  services  to, any
customers  (whether or not such Persons have done  business  with Seller once or
more than  once) or  accounts  of Seller  (prior to the  Closing  Date) or Buyer
(after the Closing Date).

          (b)  It is expressly  understood  and  agreed  that  although  Seller,
Shareholder and Buyer consider the restrictions  contained in this Section to be
reasonable in the context in which made, if a final  judicial  determination  is
made that the time, territory,  scope or any other restriction contained in this
Section is unreasonable or otherwise  unenforceable,  neither this Agreement nor
the  provisions  of this  Section  shall be rendered  void,  but shall be deemed
amended to apply as to such maximum scope,  time and territory and to such other
extent as such Court may judicially determine or indicate to be reasonable,  and
as so modified,  the restrictions contained in this Section shall be binding and
enforceable.

     7.2  Employees.  Each of Seller  and  Shareholder  agrees  that  during the
Restricted  Period neither it nor its successors or assigns will hire any Person
who is or shall be in the employ or service of Seller prior to the Closing Date,
and whom Buyer  intends to  employ,  or seek to entice,  induce or in any manner
influence  any such  employee  to leave his or her  employment  or not accept or
continue in such employment.

     7.3  Confidentiality.  Each of Seller and Shareholder  will not at any time
disclose to any Person  other than Buyer or use any  "Confidential  Information"
(as hereinafter  defined) owned,  possessed,  licensed or used by or relating to
the Business,  whether or not such  information  is embodied in writing or other
physical  form.  For  purposes  of  this  Agreement,  the  phrase  "Confidential
Information" means all trade names, trademarks, service marks, patents and trade
secrets and any and all other  information not publicly  available which relates
to specific  matters  concerning  the Business,  such as,  without  limiting the
generality of the foregoing, engineering, design, manufacturing, maintenance and
repair  information;  computer  software and  programs;  component  sourcing and
supply  information;  identities of suppliers,  customers and  contractors;  ___
product distribution  information;  pricing and compensation policies;  sales or
financing procedures or methods;  operational methods; strategic plans; internal
financial  information;  research  and  development  plans and  activities;  and
acquisition and expansion plans.  Each of Seller and Shareholder  recognizes and
agrees that all documents and objects  containing any Confidential  Information,
whether  developed by Seller,  Shareholder  or by someone else for Seller,  will
after the Closing Date become the exclusive property of Buyer.

     7.4  Remedies. Because the breach or anticipated  breach of the restrictive
covenants  provided  for in this  Article  VII  will  result  in  immediate  and
irreparable  harm and  injury to Buyer,  for which it will not have an  adequate
remedy  at law,  each of Seller  and  Shareholder  agrees  that  Buyer  shall be
entitled to relief in equity to temporarily,  preliminarily  and/or  permanently
enjoin such breach or anticipated breach and to seek any and all other legal and
equitable  remedies to which Buyer may be entitled.  Should such action be taken
and an injunction issued, Buyer shall be entitled to reimbursement of attorneys'
fees and costs incurred.

     7.5  Permitted  Exceptions.  Nothing  contained  herein shall  restrict (A)
Seller and  Shareholder  from owning two percent  (2%) or less of the  corporate
securities of any Person in competition  with the Business which  securities are
listed on any national  securities  exchange or authorized  for quotation on the
Automated  Quotations System of the National  Association of Securities Dealers,
Inc.,  if such  Person  has no  other  connection  or  relationship,  direct  or
indirect,  with the issuer of such securities or (B) Shareholder  from providing
systems  consulting  services to non-financial  services  entities provided such
systems consulting shall not directly or indirectly involve accounts  receivable
management.


<PAGE>

                                  ARTICLE VIII.

                        CONDITIONS TO BUYER'S OBLIGATIONS

     The  obligations  of Buyer to consummate the  transactions  provided for in
this  Agreement  shall be subject to the  satisfaction  of each of the following
conditions on or before the Closing Date, subject to the right of Buyer to waive
any one or more of such conditions:

     8.1  Representations  and  Warranties  of  Seller  and   Shareholder.   The
representations  and  warranties  of Seller and  Shareholder  contained  in this
Agreement, including the Schedules hereto, and in the certificates and papers to
be delivered to Buyer pursuant  hereto and in connection  herewith shall be true
and correct in all material  respects on the date hereof and on the Closing Date
(except  for  changes   specifically   permitted   hereunder)   as  though  such
representations and warranties were made on the Closing Date.

     8.2  Approval  by  Buyer's  and  OSI's  Boards.   This  Agreement  and  the
transactions  contemplated  hereby  shall  have  been  approved  by or under the
authority of Buyer's and OSI's respective Boards of Directors.

     8.3  Performance of this Agreement.  Seller and Shareholder shall have duly
performed or complied  with all of the  obligations  to be performed or complied
with by it under the terms of this Agreement on or prior to the Closing Date.

     8.4  No Material  Adverse Change and No Extraordinary  Distributions. There
shall  have  been no  material  adverse  change,  actual or  threatened,  in the
Business   (including  the  Purchased  Assets,   the  Assumed   Liabilities  and
relationships with customers),  whether or not covered by insurance, as a result
of any cause  whatsoever.  Between  the date of this  Agreement  and the Closing
Date,  there shall have been no  extraordinary  distribution  by Seller,  by the
officers of Seller, of any Assets or dividends of the Business.

     8.5  Certificate  of Seller and  Shareholder.  Buyer shall have  received a
certificate  signed by the President of Seller and  Shareholder  dated as of the
Closing Date and subject to no qualification  certifying that the conditions set
forth in Sections 8.1, 8.2, 8.3, 8.4, 8.8, 8.9,  8.10, and 8.11 hereof have been
fully satisfied.  Such certificate shall be deemed a representation and warranty
of Seller and Shareholder under this Agreement.

     8.6. Employment  Agreement.  Edward F.  Lambert  shall  have  executed  and
delivered an Employment  Agreement in substantially  the form attached hereto as
Exhibit C.

     8.7. Financial   Review.   OSI  shall   have  completed   the  reviews  and
examinations  of Seller's  financial  statements for the year ended December 31,
2000 and the interim period ended March 31, 2001 and Buyer shall be satisfied in
all respects with the results of such reviews.

     8.8  No Lawsuits.  No suit,  action  or  other proceeding  or investigation
shall be threatened or pending  before or by any Court or Government  concerning
this Agreement or the consummation of the transactions  contemplated  hereby, or
in  connection  with any claim  against  Seller not  disclosed on the  Schedules
hereto.  No  Government  shall have  threatened  or  directed  any  request  for
information concerning this Agreement,  the transactions  contemplated hereby or
the consequences or implications of such transactions to Buyer, to Seller, or to
any officer, director, employee or agent of them.

     8.9  No Restrictions.  There shall  exist no  conditions,  restrictions  or
reservations  affecting the title to or utility of the Purchased  Assets and the
rights under the Assumed  Liabilities  which would prevent Buyer from  occupying
and utilizing the Purchased Assets, or any part thereof, to the same full extent
that Seller might continue to do so if the sale and transfer contemplated hereby
did not take place.

     8.10 Consents.  All consents  and approvals  necessary to ensure that Buyer
will  continue to have the same full rights in respect to the  Purchased  Assets
and the Assumed  Liabilities as Seller had immediately prior to the consummation
of the transactions contemplated hereunder shall have been obtained.

     8.11 Releases. At or prior to the Closing Date, Seller shall have delivered
to Buyer the  written  release of all Liens  relating to the  Purchased  Assets,
executed by the holder of or parties to each such Lien.  The  releases  shall be
reasonably satisfactory in substance and form to Buyer and its counsel.

     8.12 Documents. Buyer shall have received from Seller on the Closing Date:

          (a) The Bill of Sale and  other  appropriate  documents  conveying  to
Buyer good  and  marketable title  to the  Purchased  Assets,  duly executed  by
Seller.

          (b)The  Assignment  and  Assumption  Agreement  and other  appropriate
assignments,  with related  consents,  if any are so required,  duly executed by
Seller.

          (c) A certificate of good standing of Seller dated within five days of
the Closing Date, from the Secretary of State of the State of California.

          (d) A copy,  certified by the Secretary of Seller to be true, complete
and correct as of the Closing Date, of the articles of incorporation  and bylaws
of  Seller  and all  resolutions,  authorizations,  consents,  approvals  and/or
ratifications  of the  shareholders  and  directors  of Seller  required for the
authorization  of  Seller  to enter  into  this  Agreement  and  consummate  the
transactions  contemplated  hereunder.  Such  certificate  shall also  contain a
certification  of  the  incumbency  and  genuineness  of the  signatures  of the
officers of Seller  executing any document to be delivered to Buyer and shall be
deemed a  representation  and  warranty  of Seller  and  Shareholder  under this
Agreement.

     8.13 Due  Diligence.  Buyer shall be  satisfied  in all  respects  with the
results of its due diligence review of the Business and its condition, including
without limitation  customer,  vendor, and other third Person  relationships and
environmental,   tort,  securities,   corporate,  product  liability,   employee
benefits, taxation and insurance matters.

     8.14 Employees and Independent Contractors. [Intentionally deleted.]

     8.15 Closing  Patentable  Property  Purchase  Agreement.  The  transactions
contemplated  under the Patentable  Property Purchase  Agreement shall have been
consummated.

     8.16 Further Assurances. Buyer shall have received such further instruments
and  documents  as may  reasonably  be  required  to carry out the  transactions
contemplated  hereby and to evidence the  fulfillment of the  agreements  herein
contained and the  performance  of all  conditions to the  consummation  of such
transactions.



                                   ARTICLE IX.

                       CONDITIONS TO SELLER'S OBLIGATIONS

     The  obligations of Seller to consummate the  transactions  provided for in
this  Agreement  shall be subject to the  satisfaction  of each of the following
conditions  on or before  the  Closing  Date,  subject to the right of Seller to
waive any one or more of such conditions:

     9.1  Representations  and Warranties of Buyer and OSI. The  representations
and  warranties  of Buyer and OSI  contained in this  Agreement,  including  the
Schedules  hereto,  and in the certificates and papers to be delivered to Seller
pursuant  hereto and in  connection  herewith  shall be true and  correct in all
material respects on the date hereof and on the Closing Date (except for changes
specifically  permitted hereunder) as though such representations and warranties
were made on the Closing Date.

     9.2  Performance of this Agreement. Buyer and OSI shall have duly performed
or complied with all of the  obligations  to be performed or complied with by it
under the terms of this Agreement on or prior to the Closing Date.

     9.3  Certificate of Buyer.  Seller shall have received a certificate signed
by an officer of Buyer and OSI dated as of the  Closing  Date and  subject to no
qualification certifying that the conditions set forth in Sections 9.1, 9.2, and
9.6  hereof  have  been  fully  satisfied.  Such  certificate  shall be deemed a
representation and warranty of Buyer and OSI hereunder.

     9.4  Employment  Agreement.  Buyer shall have  executed and  delivered  the
Employment Agreement in substantially the form attached hereto as Exhibits C.

     9.5  Payment of Initial  Payment. On the Closing  Date,  Seller  shall have
received  from Buyer the  Initial  Payment to be  delivered  under  Section  2.8
hereof.

     9.6  No Lawsuits.  No suit,  action or  other proceeding  or  investigation
shall be threatened or pending  before or by any Court or Government  concerning
this Agreement or the consummation of the transactions  contemplated  hereby. No
Government  shall have  threatened  or  directed  any  request  for  information
concerning  this  Agreement,   the  transactions   contemplated  hereby  or  the
consequences or implications of such transactions to Buyer, to Seller, or to any
officer, director, employee or agent of it.

     9.7  Documents.  Seller and Shareholder  shall have  received from Buyer on
the Closing Date:

          (a)  The Assignment and Assumption Agreement, duly executed by Buyer.

          (b)  A certificate of good standing of Buyer dated within five days of
the Closing Date, from the Secretary of State of the State of Delaware.

          (c)  A certificate  of good  standing of OSI dated within five days of
the Closing Date, from the Secretary of State of Delaware.

          (d)  A copy, certified by the Secretary of Buyer to be true,  complete
and  correct  as of  the  Closing  Date,  of  the  certificate  or  articles  of
incorporation and bylaws of Buyer and all resolutions, authorizations, consents,
approvals  and/or  ratifications  of the  directors  of Buyer  required  for the
authorization  of  Buyer  to  enter  into  this  Agreement  and  consummate  the
transactions  contemplated  hereunder.  Such  certificate  shall also  contain a
certification  of  the  incumbency  and  genuineness  of the  signatures  of the
officers of Buyer  executing any document to be delivered to Seller and shall be
deemed a representation and warranty of Buyer under this Agreement.

          (e)  A copy,  certified by the Secretary of OSI  to be true,  complete
and correct as of the Closing  Date, of the  certificate  of  incorporation  and
bylaws of OSI and all resolutions,  authorizations,  consents,  approvals and/or
ratifications  of the directors of OSI required for the  authorization of OSI to
enter  into  this  Agreement  and  consummate  the   transactions   contemplated
hereunder. Such certificate shall also contain a certification of the incumbency
and  genuineness of the signatures of the officers of OSI executing any document
to be delivered to Seller and shall be deemed a  representation  and warranty of
OSI under this Agreement.


     9.8  Closing  Patentable  Property  Purchase  Agreement.  The  transactions
contemplated  under the Patentable  Property Purchase  Agreement shall have been
consummated.


     9.9 Further Assurances. Seller shall have received such further instruments
and  documents  as may  reasonably  be  required  to carry out the  transactions
contemplated  hereby and to evidence the  fulfillment of the  agreements  herein
contained and the  performance  of all  conditions to the  consummation  of such
transactions.



                                   ARTICLE X.

                                 INDEMNIFICATION

     10.1 Survival of Representations  and Warranties.  The  representations and
warranties of the Parties made in this  Agreement or in any exhibit,  statement,
Schedule,  certificate,  instrument or document  delivered pursuant hereto shall
survive the Closing and shall  remain in effect for a period of three years from
the Closing Date and shall  thereupon  terminate  and be of no further force and
effect; provided, however, that the foregoing shall not apply to representations
and warranties under Sections 3.2, 3.8, 3.13, 3.14, 3.27 and 3.34; and provided,
further,  that this shall not prohibit any claim for Indemnified Losses pursuant
to  Section  10.2  after  such  applicable   survival  period  with  respect  to
Indemnified  Losses as to which the  Indemnifying  Party has received  notice in
accordance with this Article X prior to the expiration of such survival  period.
The  expiration of any  representation  or warranty made in this Agreement or in
any exhibit, statement, Schedule, certificate,  instrument or document delivered
pursuant  hereto  shall not impair or  restrict  the rights that any Party could
assert with  respect to any and all  remedies at law or in equity in the absence
of such representation or warranty. All representations and warranties hereunder
shall be deemed to be material and,  except as otherwise  specifically  provided
herein,  relied  upon by the  Parties  with  or to  whom  the  same  were  made,
notwithstanding  any  investigation  or inspection  made by or on behalf of such
Party or Parties.  which shall  survive until the  expiration of the  applicable
statute of limitations.

     10.2 Seller's Indemnification.

          (a)  Seller and Shareholder hereby jointly and severally agree to hold
Buyer, OSI and the shareholders,  directors,  officers,  employees,  Affiliates,
successors,  assigns  and  agents  of  each of them  (collectively,  the  "Buyer
Indemnified  Persons")  harmless from, against and in respect of, and waives any
claim for contribution or indemnity with respect to, any and all claims, losses,
damages,  Liabilities,  expenses or costs ("Losses"), plus reasonable attorneys'
fees and expenses incurred in connection with Losses and/or  enforcement of this
Agreement,  plus interest from the date incurred  through the date of payment at
the prime  lending rate plus 2% of Bank of America from time to time  prevailing
(in all,  "Indemnified Losses") incurred or to be incurred by any of them to the
extent  resulting from or arising out of, or alleged to result from or arise out
of:

               (i)   any  breach  or  violation  of  the   representations   and
warranties,  of  Seller  and  Shareholder  contained  in  Article  III  of  this
Agreement;

               (ii)  any breach or violation of the  covenants or  agreements of
Seller  contained in this  Agreement,  or in any exhibit,  statement,  Schedule,
certificate,  instrument or document  delivered  pursuant hereto,  including the
provisions of this Article X;

               (iii) any  Liability  of Seller  not  expressly  assumed by Buyer
hereunder, without regard to the fact that any indemnifiable matter described in
this  subsection  (iii)  may have  been  disclosed  in the  Schedules  or in any
documents  included or referred to therein or may be otherwise known to Buyer at
the date of this Agreement or on the Closing Date;

               (iv)  the  assertion  of any  claim  by a party  to any  Contract
assumed by Buyer relating to the  performance of such Contract to the extent the
claim relates to the portion of such  Contract  completed by Seller prior to the
Closing;

               (v)   the assertion  of any claim  by any  person  related  to or
arising out of the  transactions  contemplated in the Agreement of Purchases and
Sale of Stock, dated December 31, 2000 between Shareholder and Edward L. Witt;

               (vi)  any  claim  by  a  present  or  former employee  of  Seller
(whether under any Law, Contract or otherwise) on account of or for overtime pay
prior to the Closing Date,

               (vii) any claim Buyer may have against  Shareholder in connection
with the Patentable Property Purchase Agreement; and

               (viii)without  being limited  by the  foregoing  subsections  (i)
through (vii) and without  regard to whether any one or more of the items listed
in this  subsection  (viii) may be disclosed in the Schedules or otherwise known
to Buyer as of the date of this  Agreement  or on the Closing Date except to the
extent of the amounts reflected on the Closing Statement:

                     (A) All Taxes of Seller  and  Shareholder  and  Seller's or
Shareholder's Liability for its own Taxes or its Liability, if any (for example,
by reason  of  transferee  Liability  or  application  of  Treas.  Reg.  Section
1.1502-6) for Taxes of others,  and fines and penalties and reasonable  expenses
(including but not limited to reasonable  attorneys' fees and expenses)  payable
with respect to or arising out of any claim or assessment for such Taxes against
Buyer or the Purchased  Assets,  (1) for any taxable  period ending on or before
the  Effective  Time,  except to the extent  such Taxes are  reflected  as a Tax
Liability  on the Closing  Statement of Net Assets,  (2) for any taxable  period
resulting from a breach of any of the representations or warranties contained in
Section 3.8 hereof,  or (3)  sustained in a tax period of Buyer ending after the
Effective Time arising out of the  settlement or other  resolution of a proposed
tax  adjustment  which relates to a tax period ending on or before the Effective
Time; and

                     (B) Seller's termination  of any of its employees  prior to
the Closing Date,  except to the extent the amounts of such Losses are reflected
on the Closing Statement.

          (b)  The Buyer Indemnified  Persons  shall not be  entitled to recover
Indemnified  Losses (i) pursuant to Section  10.2(a)(i) (other than for a breach
of a  representation  and  warranty in Section 3.2,  Section  3.6,  Section 3.8,
Section  3.14,  Section 3.27 and Section  10.2(a)(iv))  unless such  Indemnified
Losses exceed $50,000 in the aggregate,  but upon reaching such amount, from the
first dollar to the full extent of all Indemnified Losses; or (ii) to the extent
such  Indemnified  Losses  exceed the  aggregate  consideration  paid for (i)the
Purchased  Assets as  contemplated  under Section 2.3 of this Agreement and (ii)
the Shareholder  Patentable  Property as  contemplated  under Section 2.3 of the
Patentable  Property  Purchase  Agreement,  once Seller or Shareholder  has made
payments  to or on behalf of Buyer  Indemnified  Persons  with  respect  to such
Indemnified Losses in such amount.

     10.3 Buyer's Indemnification.

          (a)  Buyer and OSI hereby agree to hold Seller, Shareholder  and their
shareholders,  directors, officers, employees,  Affiliates,  successors, assigns
and agents of each of them  (collectively,  the  "Seller  Indemnified  Persons")
harmless from,  against and in respect of, and waives any claim for contribution
or indemnity with respect to, any and all  Indemnified  Losses incurred or to be
incurred  by any of them,  to the extent  resulting  from or arising  out of, or
alleged  to result  from or arise out of:  (i) any  breach or  violation  of the
representations, warranties, covenants and agreements of Buyer and OSI contained
in  this  Agreement,  or  in  any  exhibit,  statement,  Schedule,  certificate,
instrument or document  delivered  pursuant hereto,  including the provisions of
this  Article  X; or (ii) any  Liability  of Buyer with  respect to the  Assumed
Liabilities.

          (b)  The Seller Indemnified  Persons  shall not be entitled to recover
Indemnified  Losses for a breach of a representation or warranty of Buyer or OSI
contained in this Agreement unless such Indemnified Losses exceed $50,000 in the
aggregate,  but upon  reaching  such  amount,  from the first dollar to the full
extent of all Losses.

     10.4 Notice of Claim.  In the event  that Buyer  seeks  indemnification  on
behalf of a Buyer Indemnified Person, or Seller seeks  indemnification on behalf
of  a  Seller  Indemnified  Person,  such  Party  seeking  indemnification  (the
"Indemnified  Party")  shall  give  written  notice  to  the  other  Party  (the
"Indemnifying Party") specifying the facts constituting the basis for such claim
and the amount,  to the extent  known,  of the claim  asserted.  With respect to
claims  other than Third Person  Claims,  the  Indemnifying  Party shall have 20
calendar days after the Indemnified  Party provides  notice to the  Indemnifying
Party to make such  investigation of the claim as the  Indemnifying  Party deems
necessary or desirable. For purposes of such investigation,  the claimant agrees
to make available to the Indemnifying Party or its authorized  representative(s)
the information  relied upon by the claimant to  substantiate  the claim. If the
Indemnified Party and the Indemnifying Party agree at or prior to the expiration
of such 20 day period (or any  mutually  agreed upon  extension  thereof) to the
validity and amount of such claim, the  Indemnifying  Party shall pay the amount
of such claim not more than 10 calendar days after agreement. If the Indemnified
Party and the Indemnifying Party do no agree within such period (or any mutually
agreed upon extension  thereof),  the  Indemnified  Party may seek any available
legal remedy.

     10.5 Right to Contest Claims of Third Persons.  If an Indemnified  Party is
entitled  to  indemnification  hereunder  because  of a  claim  asserted  by any
claimant (other than an indemnified  person  hereunder)  ("Third  Person"),  the
Indemnified  Party shall give the Indemnifying  Party  reasonably  prompt notice
thereof  after  such  assertion  is  actually  known to the  Indemnified  Party;
provided,  however,  that the right of a Person to be  indemnified  hereunder in
respect of claims made by a Third Person  shall not be  adversely  affected by a
failure  to give such  notice  unless,  and then  only to the  extent  that,  an
Indemnifying Party is prejudiced thereby.  The Indemnifying Party shall have the
right,  upon  written  notice  to  the  Indemnified  Party,  and  using  counsel
reasonably  satisfactory  to the  Indemnified  Party,  to  investigate,  secure,
contest  or settle  the claim  alleged  by such  Third  Person (a "Third  Person
Claim"),  provided that the Indemnifying Party has unconditionally  acknowledged
to the  Indemnified  Party in writing his or its  obligation  to  indemnify  the
persons to be indemnified hereunder with respect to such Third Person Claim; the
Indemnified Party may thereafter participate in (but not control) the defense of
any such Third  Person  Claim with its own  counsel at its own  expense,  unless
separate  representation is necessary to avoid a conflict of interest,  in which
case such  representation  shall be at the  expense of the  Indemnifying  Party.
Unless and until the Indemnifying Party so acknowledges his or its obligation to
indemnify,  the Indemnified Party shall have the right, at its option, to assume
and control defense of the matter and to look to the Indemnifying  Party for the
full amount of the costs of defense.  The failure of the  Indemnifying  Party to
respond in writing to the aforesaid notice of the Indemnified Party with respect
to such Third Person Claim within 20 calendar days after  receipt  thereof shall
be deemed an election not to defend the same. If the Indemnifying Party does not
so acknowledge  his or its obligation to indemnify and assume the defense of any
such Third  Person  Claim,  (a) the  Indemnified  Party may defend  against such
claim, in such manner as it may deem appropriate, including, but not limited to,
settling such claim, after giving notice of the same to the Indemnifying  Party,
on such  terms  as the  Indemnified  Party  may  deem  appropriate,  and (b) the
Indemnifying  Party may  participate  in (but not  control)  the defense of such
action,  with its own  counsel at its own  expense.  If the  Indemnifying  Party
thereafter seeks to question the manner in which the Indemnified  Party defended
such  Third  Person  Claim or the amount or nature of any such  settlement,  the
Indemnifying  Party  shall  have the  burden  to prove by clear  and  convincing
evidence that conduct of the Indemnified  Party in the defense and/or settlement
of such Third Person Claim constituted  gross negligence or willful  misconduct.
The Parties shall make available to each other all relevant information in their
possession  relating to any such Third Person  Claim and shall  cooperate in the
defense thereof.

     10.6 Set-Off  Rights.  Subject to complying with the procedures of Sections
10.4  and/or  10.5,  Buyer or OSI shall  have the right to seek,  in their  sole
discretion,  satisfaction of Indemnified  Losses: (a) from Seller or Shareholder
or (b) by  offsetting  Indemnified  Losses  against any  payments  due under any
"Earn-Out" payment which may be due to pursuant to Section 2.8 of the Patentable
Property Purchase Agreement.


                                   ARTICLE XI.

                                  MISCELLANEOUS

     11.1 Assignment; Binding Agreement.

          (a)  This  Agreement  and  all or  any  part  of  Buyer's  rights  and
obligations  hereunder  may be  assigned by Buyer at any time to any one or more
Affiliates  of Buyer.  Buyer  shall  cause such  Affiliate(s)  to perform any of
Buyer's obligations hereunder which are assigned to such Affiliate(s).

          (b)  Neither this Agreement nor any of Seller's  rights or obligations
hereunder may be assigned by Seller without Buyer's prior written consent.

          (c)  This  Agreement shall be  binding  upon  and  shall  inure to the
benefit of the Parties hereto and to their  respective  successors and permitted
assigns.

     11.2 Termination  of  Agreement.   This  Agreement  and  the   transactions
contemplated hereby may be terminated prior to the Closing Date only as follows:

          (a)  By mutual consent of Buyer and Seller.

          (b)  By either Buyer or Seller if the Closing  shall not have occurred
on or before May 31, 2001, or such other date, if any, as Buyer and Seller shall
agree upon.

          (c)  By Buyer if:

               (i)   Either Buyer's  or OSI's  Board of  Directors  declines  to
approve this Agreement and the transaction contemplated hereby, or

               (ii)  Buyer  determines,   in  its  sole  discretion,   that  the
transaction  contemplated  hereby has become inadvisable or impractical (A) as a
result of Buyer's  investigation  of the Business prior to the Closing or (B) by
reason of the institution or threat by any Person, Governmental or otherwise, of
any  litigation,  investigation  or proceeding  (it being  understood and agreed
that,  without  limiting the generality of the foregoing,  a written  request by
Government authorities for information with respect to the proposed transactions
may be deemed to be a threat of litigation, investigation or proceedings).

     11.3 Manner and Effect of Termination.

          (a)  Any  action  by  Seller  to  terminate  this  Agreement  and  the
transactions  contemplated  hereby, as provided in Section 11.2 hereof, shall be
taken by its Board of Directors.  Any such action by Buyer shall be taken by its
Chairman of the Board, its President or any appropriately authorized officer.

          (b)  If this  Agreement is terminated  pursuant to Section 11.2 hereof
without fault of either Party or breach of this  Agreement,  all  obligations of
Seller and Buyer hereunder shall terminate, without Liability of Seller to Buyer
or of Buyer to Seller.  In such event, each Party hereto shall pay all legal and
other  costs  and  expenses  incurred  by such  Party in  connection  with  this
Agreement and the transactions contemplated hereby.

          (c)  Nothing in this  Section or  elsewhere  in this  Agreement  shall
impair or restrict  the rights of any Party to any and all remedies at law or in
equity in the event of a breach of or default under this Agreement.

     11.4 Non-Disclosure  of Information.  Without the  prior written consent of
Buyer,  Seller will not disclose or reveal to any third Person any confidential,
non-public or commercially  valuable  information (a) concerning  Buyer to which
Seller was exposed in  connection  with this  Agreement  or (b)  concerning  the
Business.

     11.5 Bulk Sales.  Buyer hereby waives  compliance with any applicable State
Uniform  Commercial  Code or other  statutory  provisions  governing bulk sales.
Seller  agrees to  indemnify,  defend and hold  harmless  Buyer from any and all
loss, cost or expenses,  resulting from the assertion of claims made against the
Purchased  Assets sold  hereunder or against  Buyer by creditors of Seller under
any bulk sales Law with  respect to  Liabilities  of Seller not assumed by Buyer
hereunder,  such indemnity to be in accordance  with the provisions of Article X
hereof, without regard to the limitations contained in Section 10.2(b).

     11.6 Remedies.  Nothing  contained  herein  is  intended  to  or  shall  be
construed to limit the remedies which either Party may have against the other in
the event of a breach of or default under this Agreement, it being intended that
any remedies shall be cumulative and not exclusive.

     11.7 Entire  Agreement  and  Modification.  This  Agreement,  including the
Schedules  and  Exhibits  attached  hereto  and the  documents  to be  delivered
pursuant  hereto,  constitutes  the entire  agreement  between the  Parties.  No
changes of,  modifications  of,  amendments  to, or additions to this  Agreement
shall be valid  unless the same shall be in  writing  and signed by all  Parties
hereto.

     11.8 Severability.  If any provision  of this Agreement shall be determined
to be  contrary  to Law and  unenforceable  by any court of law,  the  remaining
provisions shall be severable and enforceable in accordance with their terms.

     11.9 Counterparts.  This Agreement may be executed in one or more identical
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will  constitute  one and the same  instrument.  This  Agreement may be
executed and thereafter  transmitted by telecopier,  and the telecopier  receipt
shall constitute an original.

     11.10 Headings;  Interpretation.  The table of  contents  and  article  and
section  headings  contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or  interpretation of the Agreement.
Both  Parties  have  participated  substantially  in  the  negotiation  of  this
Agreement,  and each Party  hereby  disclaims  any defense or  assertion  in any
litigation or arbitration that any ambiguity herein should be construed  against
the draftsman.

     11.11 Choice of Forum and Governing Law. In light of the parties' interests
in  ensuring  that  disputes   regarding   the   interpretation,   validity  and
enforceability  of this  Agreement  are  resolved  on a uniform  basis,  and the
execution of, and the making of, this  Agreement in Missouri,  the parties agree
that:  (a) any  litigation  involving any  noncompliance  with or breach of this
Agreement,  or regarding the interpretation,  validity and/or  enforceability of
this  Agreement,  shall be filed and conducted in the state or federal courts in
St. Louis,  Missouri;  and (b) the Agreement  shall be interpreted in accordance
with and governed by the laws of the State of Missouri,  without  regard for any
conflict of law principles.

     11.12 Payment of Fees and  Expenses.  Each Party  hereto shall pay all fees
and expenses incurred by such Party incident to the negotiation, preparation and
execution  of  this  Agreement  and  the   consummation   of  the   transactions
contemplated  hereby,  including  the fees of  counsel,  accountants  and  other
experts of such Party and any finder's or brokerage fees incurred by such Party.

     11.13 Notices.  All notices,  requests,  demands and  other  communications
hereunder  shall be  deemed  to have  been  duly  given if the same  shall be in
writing and shall be delivered  (a)  personally,  (b) by registered or certified
mail, postage prepaid,  (c) by facsimile  transmission (with a copy confirmed by
mail) or (d) by overnight delivery service and addressed as set forth below:

          (a)  If to Buyer or OSI:
                 Outsourcing Solutions Inc.
                 390 South Woods Mill Road, Suite 350
                 Chesterfield, MO  63017
                 Attention:  President and CEO
                 Fax: (314) 576-1867

               copy to (which shall not constitute notice):
                 Bryan Cave LLP
                 One Metropolitan Square
                 211 N. Broadway, Suite 3600
                 St. Louis, MO  63102
                 Attention:  Peter D. Van Cleve
                 Fax: (314) 259-2020

          (b)  If to Seller and Shareholder:
                 Pacific Software Consulting, Inc.
                 254 6th Street
                 Seal Beach, California 90740
                 Attention:  Edward F. Lambert

               copy to (which shall not constitute notice):
                 Cheadle & Garrett
                 4041 Macarthur Boulevard
                 Newport Beach, CA 92660
                 Attention:  C. Tucker Cheadle
                 Fax:  (949) 833-1292

Any such  notice  shall be  effective  upon  receipt.  Any Party may  change the
address to which notices are to be addressed by giving the other Party notice in
the manner herein set forth.


THIS AGREEMENT  CONTAINS AN ARBITRATION  PROVISION  WHICH MAY BE ENFORCED BY THE
PARTIES HERETO.

     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, on the
day and year first above written.



PACIFIC SOFTWARE CONSULTING, INC.

By:/s/ Edward F. Lambert
   -----------------------
Name:  Edward F. Lambert
Title:  President


/s/ Edward F. Lambert
--------------------------
Edward F. Lambert


OUTSOURCING SOLUTIONS INC.



By:/s/ Gary L. Weller
   -----------------------
Name:  Gary L. Weller
       -------------------
Title:  EVP-CFO
        -------------------



PACIFIC SOFTWARE CONSULTING, LLC



By:/s/ Eric R. Fencl
   -----------------------
Name:  Eric R. Fencl
       -------------------
Title:  Secretary
        -------------------




<PAGE>


                         TABLE OF EXHIBITS AND SCHEDULES

                                    Exhibits

Exhibit A                     Form of Assignment and Assumption Agreement
Exhibit B                     Form of Bill of Sale
Exhibit C                     Form of Employment Agreement for Edward F. Lambert



                                    Schedules

Schedule 1.1(a)               Assumed Liabilities
Schedule 1.1(b)               Excluded Assets
Schedule 2.1                  Allocation of Consideration
Schedule 2.9(a)               Closing Financial Statements Principles
                                and Procedures
Schedule 3.3                  Financial Statements
Schedule 3.4                  Events Subsequent to December 31, 1999
Schedule 3.7                  Undisclosed Liabilities
Schedule 3.10                 Personal Property - Owned
Schedule 3.13                 Trade Names
Schedule 3.14                 Necessary Property and Transfer of
                                Purchased Assets
Schedule 3.16                 Licenses and Permits
Schedule 3.17                 Contracts - Disclosure
Schedule 3.18                 Customer Contracts
Schedule 3.19                 Contracts - Validity
Schedule 3.22                 Directors, Officers, Employees and Consultants
Schedule 3.32                 Insurance Policies
Schedule 3.37                 Service Warranties and Guarantees




<PAGE>










                     PATENTABLE PROPERTY PURCHASE AGREEMENT



                                  by and among

                           Outsourcing Solutions Inc.,

                        Pacific Software Consulting, LLC,

                                       and

                               Edward F. Lambert,















                              Dated April 30, 2001



<PAGE>


                                TABLE OF CONTENTS

                     PATENTABLE PROPERTY PURCHASE AGREEMENT



SECTION                                                                     PAGE
-------                                                                     ----


ARTICLE I  DEFINITIONS.........................................................1
     Affiliate.................................................................1
     Affiliated Group..........................................................1
     Agreement.................................................................1
     Arbiter...................................................................1
     Asset Purchase Agreement..................................................1
     Business..................................................................1
     Buyer.....................................................................2
     Buyer Indemnified Persons.................................................2
     Closing...................................................................2
     Closing Date..............................................................2
     Closing Payment...........................................................2
     Confidential Information..................................................2
     Contract..................................................................2
     Court.....................................................................2
     Covenant Not to Compete...................................................2
     Dollars...................................................................2
     Earnings..................................................................2
     Earn-Out Payments.........................................................2
     EBITDA....................................................................2
     Effective Time............................................................2
     Employment Agreements.....................................................2
     First Earn-Out Payment....................................................2
     First Payment Period......................................................2
     Government................................................................2
     Indemnified Losses........................................................3
     Indemnified Party.........................................................3
     Indemnifying Party........................................................3
     Intellectual Property.....................................................3
     Law.......................................................................3
     Liabilities...............................................................3
     Lien......................................................................3
     Losses....................................................................3
     OSI.......................................................................3
     Ordinary Course...........................................................3
     Party.....................................................................4
     Patentable Property.......................................................4
     Person....................................................................4
     Plan......................................................................4
     Purchased Assets..........................................................4
     Restricted Period.........................................................4
     Returns...................................................................4
     Second Earn-Out Payment...................................................4
     Second Payment Period.....................................................4
     Seller....................................................................4
     Seller Indemnified Persons................................................4
     Tax Affiliate.............................................................4
     Taxes.....................................................................4
     Third Person..............................................................5
     Third Person Claim........................................................5

ARTICLE II  PURCHASE AND SALE OF ASSETS........................................5
     2.1   Assets to be Purchased..............................................5
     2.2   No Assumed Liabilities..............................................5
     2.3   Consideration.......................................................5
     2.4   Allocation of Consideration.........................................5
     2.5   Closing.............................................................5
     2.6   Deliveries of Seller at the Closing.................................5
     2.7   Deliveries of Buyer at the Closing..................................6
     2.8   Earn-Out Payments...................................................6

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER...........................9
     3.1   Corporate Existence and Power of Company............................9
     3.2   Approval and Enforceability of Agreement............................9
     3.3   Undisclosed Liabilities.............................................9
     3.4   Intellectual Property..............................................10
     3.5   Necessary Property and Transfer of Assets..........................10
     3.6   Notice of Violation................................................11
     3.7   No Breach of Law or Governing Document.............................11
     3.8   Litigation and Arbitration.........................................11
     3.9   Broker's Fees......................................................11
     3.10  Truthfulness.......................................................11

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER............................11
     4.1   Corporate Existence of Buyer.......................................11
     4.2   Approval of Agreement..............................................12
     4.3   No Breach of Articles or Indentures................................12
     4.4   Broker's Fees......................................................12

ARTICLE V COVENANTS CONCERNING SELLER.........................................12
     5.1   Operation of the Business..........................................13
     5.2   Preservation of Business...........................................13
     5.3   Full Access........................................................13
     5.4   Governmental Filings...............................................13

ARTICLE VI OTHER AGREEMENTS...................................................13
     6.1   Tax Matters........................................................13

ARTICLE VII COVENANT NOT TO COMPETE...........................................14
     7.1   Covenant Not to Compete............................................14
     7.2   Employees..........................................................15
     7.3   Confidentiality....................................................15
     7.4   Remedies...........................................................15
     7.5   Permitted Exceptions...............................................15

ARTICLE VIII CONDITIONS TO BUYER'S OBLIGATIONS................................16
     8.1   Representations and Warranties of Seller...........................16
     8.2   Approval by Buyer's Board..........................................16
     8.3   Performance of this Agreement......................................16
     8.4   No Material Adverse Change and No Extraordinary Distributions......16
     8.5   Certificate of Seller..............................................16
     8.6   Employment Agreements..............................................16
     8.7   No Lawsuits........................................................16
     8.8   No Restrictions....................................................17
     8.9   Consents...........................................................17
     8.10  Releases...........................................................17
     8.11  Documents..........................................................17
     8.12  Closing Asset Purchase Agreement...................................17
     8.13  Further Assurances.................................................17

ARTICLE IX CONDITIONS TO SELLER'S OBLIGATIONS.................................17
     9.1   Representations and Warranties of Buyer and OSI....................17
     9.2   Performance of this Agreement......................................18
     9.3   Certificate of Buyer...............................................18
     9.4   Payment of Closing Payment.........................................18
     9.5   No Lawsuits........................................................18
     9.6   Documents..........................................................18
     9.7   Closing Asset Purchase Agreement...................................19
     9.8   Further Assurances.................................................19

ARTICLE X INDEMNIFICATION.....................................................19
     10.1  Survival of Representations and Warranties.........................19
     10.2  Seller's Indemnification...........................................19
     10.3  Buyer's Indemnification............................................20
     10.4  Notice of Claim....................................................21
     10.5  Right to Contest Claims of Third Persons...........................21
     10.6  Set-Off Rights.....................................................22

ARTICLE XI MISCELLANEOUS......................................................22
     11.1  Assignment; Binding Agreement......................................22
     11.2  Termination of Agreement...........................................22
     11.3  Manner and Effect of Termination...................................23
     11.4  Non-Disclosure of Information......................................23
     11.5  Bulk Sales.........................................................23
     11.6  Remedies...........................................................23
     11.7  Entire Agreement and Modification..................................24
     11.8  Severability.......................................................24
     11.9  Counterparts.......................................................24
     11.10 Headings; Interpretation...........................................24
     11.11 Choice of Forum and Governing Law..................................24
     11.12 Payment of Fees and Expenses.......................................24
     11.13 Notices............................................................24




<PAGE>



                     PATENTABLE PROPERTY PURCHASE AGREEMENT

     THIS PATENTABLE PROPERTY PURCHASE AGREEMENT (the "Agreement") is made as of
this 30th day of April, 2001, by and among, on one hand,  Outsourcing  Solutions
Inc., a Delaware  corporation  ("OSI") and Pacific Software  Consulting,  LLC, a
Delaware  limited  liability  company owned by OSI  ("Buyer"),  and on the other
hand,  Edward F.  Lambert  ("Seller").  Certain  defined  terms are set forth in
Article I.


                                    RECITALS

     A.   Buyer desires to purchase from Seller the  Patentable  Property on the
following terms and conditions;

     B.   Seller  desires to  sell  to  Buyer  the  Patentable Property  on  the
following terms and conditions; and

     C.   Simultaneously with  the Closing, Buyer  will purchase  certain assets
from Pacific Software Consulting,  Inc., a California  corporation  ("Company"),
pursuant to the Asset Purchase Agreement.

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
covenants,  representations,  warranties,  conditions and agreements hereinafter
expressed, the Parties agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

"Affiliate"  means a Person that  directly,  or  indirectly  through one or more
intermediaries, controls, is controlled by, or is under common control with, the
Person referred to. In this definition,  "control" means the possession,  direct
or indirect, of the power to direct or cause the direction of the management and
policies of a Person,  whether through ownership of securities,  by contract, or
otherwise.

     "Affiliated Group" has the meaning set forth in Section 1504 of the Code.

     "Agreement" has the meaning set forth in the Preamble.

     "Arbiter" means the individual appointed under Section 2.8(c).

     "Asset Purchase  Agreement" means the Asset Purchase  Agreement,  dated the
date hereof, among OSI, Buyer, Pacific Software Consulting, Inc., as seller, and
Edward F. Lambert, shareholder.

     "Business" means the business and operations of Company  including  without
limitation  the  business  generally  conducted  under the trade  name  "Pacific
Software Consulting, Inc."

     "Buyer" has the meaning set forth in the Preamble.

     "Buyer Indemnified Persons" has the meaning set forth in Section 10.2(a).

     "Closing" means the consummation of the  transactions  contemplated by this
Agreement.

     "Closing  Date" means April 30, 2001 or, if the  conditions  to the Closing
are not by then  satisfied,  on such date within three  business days  following
satisfaction  of such  conditions  (other than conditions to be satisfied at the
Closing according to the terms thereof).

     "Closing Payment" means Three Million Nine Hundred Seventy One Thousand Two
Hundred Fifty Dollars ($3,971,250).

     "Confidential Information" has the meaning set forth in Section 7.3.

     "Contract"  means  any  contract,  agreement,  arrangement,  understanding,
lease,  indenture,  evidence of indebtedness,  binding commitment or instrument,
purchase order or offer,  written or oral,  entered into or made by or on behalf
of  Company,  or to which  Company is a party or by which it or its  property is
bound.

     "Court" means any court,  grand jury,  administrative  or regulatory  body,
Government agency, arbitration or mediation panel or similar body.

     "Covenant  Not to Compete"  means the  obligations  of Seller under Article
VII.

     "Dollars" or "$" means United States Dollars.

     "Earnings"  shall mean  earnings of Buyer for purposes of  calculating  the
Earn-Out Payments (and, in the case of the First Payment Period, earnings of the
Company from January 1, 2001 until the Effective Time).

     "Earn-Out Payments" has the meaning set forth in Section 2.8(d).

     "EBITDA" has the meaning set forth in Section 2.8(a).

     "Effective Time" means as of 11:59 p.m. on April 30, 2001.

     "Employment  Agreement"  means the form of employment  and  non-competition
agreement set forth as Exhibit C to the Asset Purchase Agreement.

     "First Earn-Out Payment" has the meaning set forth in Section 2.8(a).

     "First Payment Period" has the meaning set forth in Section 2.8(a).

     "Government"  means the  United  States  of  America,  any other  nation or
sovereign state, any federal,  bilateral or multilateral governmental authority,
any state, possession,  territory, county, district, municipality, city or other
governmental  unit or subdivision,  and any branch,  agency, or judicial body of
any of the foregoing.

     "Indemnified Losses" has the meaning set forth in Section 10.2(a).

     "Indemnified Party" has the meaning set forth in Section 10.4.

     "Indemnifying Party" has the meaning set forth in Section 10.4.

     "Intellectual  Property"  means all of the  following  (in whatever form or
medium) which are used,  owned by or licensed to Seller in  connection  with the
Business: (a) patents and patent applications,  (b) copyrights and registrations
thereof,  (c) mask works and  registrations  and  applications  for registration
thereof, (d) computer software (whether in source code or object code), data and
documentation,  (e) trade secrets and confidential business information, whether
patentable   or   unpatentable   and  whether  or  not   reduced  to   practice,
works-for-hire,  firmware,  programs,  know-how,  manufacturing  and productions
processes and  techniques,  research and  development  information,  inventions,
discoveries,   projections,   analyses,  market  studies,  copyrightable  works,
financial,  marketing and business data, pricing and cost information,  business
and marketing plans, proprietary prospect lists, and customer and supplier lists
and information,  (f) trademarks,  service marks, trade names,  corporate names,
domain  names  and  applications  and  registrations   therefor  and  (g)  other
proprietary rights relating to any of the foregoing.

     "Law"  means  any  statute,  law,  treaty,  ordinance,   rule,  regulation,
instrument,   directive,   decree,   order  or  injunction  of  any  Government,
quasi-governmental  authority or Court, and includes rules or regulations of any
regulatory or  self-regulatory  authority  compliance  with which is required by
law.

     "Liabilities"  means all  liabilities  and/or  obligations,  whether or not
required to be reflected on the financial statements of a business.

     "Lien" means any lien, security interest, mortgage, option, lease, tenancy,
occupancy, covenant, condition, easement, agreement, hypothecation, restriction,
pledge, charge, claim or other encumbrance of every kind and nature.

     "Losses" has the meaning set forth in Section 10.2(a).

     "OSI" has the meaning set forth in the Preamble.

     "Ordinary  Course" means,  with respect to the Business,  only the ordinary
course  of  commercial  operations  customarily  engaged  in  by  such  Business
consistent with past practices,  and specifically  does not include (a) activity
(i)  involving  the  purchase or sale of a business  or of any  product  line or
business  unit,  (ii)  involving  modification  or adoption of any Plan or (iii)
which requires  approval by the board of directors or  shareholders of an entity
engaged in a business or (b) the incurrence of any Liability for any tort or any
breach or violation of or default under any Contract or any Law.

     "Party" means any of Buyer, OSI or Seller and "Parties" means all of them.

     "Patentable Property" means the Intellectual Property set forth on Schedule
3.4, all of which shall be transferred to Buyer pursuant to this Agreement.

     "Person" means any natural person;  any corporation,  partnership,  limited
liability company,  limited liability partnership,  joint venture,  association,
company or other legal entity; and any Government.

     "Plan"  means any  agreement,  arrangement,  plan or policy,  qualified  or
non-qualified,  whether or not considered legally binding, that involves (a) any
pension, retirement, profit sharing, deferred compensation, bonus, stock option,
stock purchase, phantom stock, health, welfare or incentive plan; or (b) welfare
or "fringe"  benefits,  including  without  limitation any voluntary  employees'
beneficiary  associations or related trusts,  vacation,  severance,  disability,
medical,  hospitalization,  dental, life and other insurance,  tuition,  company
car, club dues,  income tax  preparation,  sick leave,  maternity,  paternity or
family leave, child care or other benefits;  or (c) any employment,  consulting,
engagement or retainer agreement or arrangement.

     "Purchased Assets" has the meaning set forth in Asset Purchase Agreement.

     "Restricted Period" has the meaning set forth in Section 7.1(a).

     "Returns"  means  returns,   reports,   estimated  tax  and   informational
statements and returns  relating to Taxes which are, were or will be required by
Law to be filed by Seller or other Tax  Affiliate of Seller in  connection  with
the  Business,  and all  information  returns  (e.g.,  Form W-2,  Form 1099) and
reports  relating  to Taxes or Plans.  Any one of the  foregoing  Returns may be
referred to sometimes as a "Return."

     "Second Earn-Out Payment" has the meaning set forth in Section 2.8(b).

     "Second Payment Period" has the meaning set forth in Section 2.8(b).

     "Seller" has the meaning set forth in the Preamble.

     "Seller Indemnified Persons" has the meaning set forth in Section 10.3(a).

     "Tax Affiliate"  means any member of an Affiliated Group of which Seller is
or was a member, or any member of a combined or unitary group of which Seller is
or was a member.

     "Taxes" means all taxes,  charges,  fees,  levies or other like assessments
imposed or assessed by any  Government,  including  without  limitation  income,
gross receipts, profits, windfall profit, employment (including Social Security,
state  pension  plans  and  unemployment   insurance),   withholding,   payroll,
franchise,  gross receipts,  sales, use, transfer,  stamp,  occupation,  real or
personal property,  ad valorem,  value added,  premium and excise taxes; Pension
Benefit Guaranty Corporation premiums and any other like Government charges; and
shall include all penalties,  fines, assessments,  additions to tax and interest
resulting  from,  attributable  to, or incurred in connection with such Taxes or
any contest or dispute  thereof.  Any one of the foregoing Taxes may be referred
to sometimes as a "Tax."

     "Third Person" has the meaning set forth in Section 10.5.

     "Third Person Claim" has the meaning set forth in Section 10.5.


                                   ARTICLE II

                           PURCHASE AND SALE OF ASSETS

     2.1  Assets to be Purchased.  Subject  to the terms and  conditions hereof,
on the  Closing  Date and as of the  Effective  Time,  Seller  agrees to sell to
Buyer,  free and clear of all Liens, all right,  title and interest of Seller to
and in all of the Patentable Property.

     2.2  No Assumed Liabilities.  PURSUANT TO THIS AGREEMENT, NEITHER BUYER NOR
ANY  AFFILIATE OF BUYER  ASSUMES OR AGREES TO BECOME  LIABLE FOR OR SUCCESSOR TO
ANY LIABILITIES OR OBLIGATIONS WHATSOEVER,  LIQUIDATED OR UNLIQUIDATED, KNOWN OR
UNKNOWN,  CONTINGENT OR OTHERWISE,  WHETHER OF SELLER,  ANY AFFILIATE OF SELLER,
ANY  PREDECESSOR  THEREOF,  OR ANY OTHER PERSON,  OR OF THE  BUSINESS.  NO OTHER
STATEMENT IN OR PROVISION OF THIS AGREEMENT AND NO OTHER  STATEMENT,  WRITTEN OR
ORAL,  ACTION OR FAILURE TO ACT INCLUDES OR CONSTITUTES  ANY SUCH  ASSUMPTION OR
AGREEMENT,  AND ANY STATEMENT TO THE CONTRARY BY ANY PERSON IS UNAUTHORIZED  AND
HEREBY DISCLAIMED.

     2.3  Consideration.  The consideration for the Patentable Property shall be
the aggregate of (a) the Closing Payment and (b) the Earn-Out Payments,  if any,
contingent  upon  the  productivity  and use of such  property  provided  for in
Section 2.8.

     2.4  Allocation of Consideration. The consideration provided for in Section
2.3 shall be allocated among the Patentable Property and Covenant Not to Compete
as  provided  in  Schedule  2.4  hereto.  Such  allocation  shall be prepared in
accordance with Section 1060 of the Code.

     2.5  Closing. The Closing  shall take place  at 10:00 a.m.  on the  Closing
Date or such other time as the  Parties  agree at the offices of Bryan Cave LLP,
211 N. Broadway, One Metropolitan Square, Suite 3600, St. Louis, Missouri 63102.

     2.6  Deliveries  of Seller at the Closing.  At the Closing,  subject to the
conditions  to Seller's  obligations  in Article IX,  Seller  shall  execute and
deliver or cause to be delivered the documents identified in Article VIII.

     2.7  Deliveries  of Buyer at the Closing.  At the  Closing,  subject to the
conditions to the Buyer's  obligations in Article VIII,  Buyer shall (a) execute
and deliver or cause to be delivered the documents  identified in Article IX and
(b) transfer the Closing Payment by wire transfer of immediately-available funds
to an account or accounts  designated  by Seller not less than two business days
before the Closing Date.

     2.8  Earn-Out Payments.

          (a)  If  the  Company and  Buyer  achieve  Earnings  before   interest
expense,  Taxes,   depreciation  and  amortization,   each  item  determined  in
accordance with GAAP consistently  applied ("EBITDA"),  in excess of $1,500,000,
for the period  beginning as of the first day January 2001 and continuing for 12
full months  thereafter (the "First Payment  Period") (that is, the aggregate of
(i) EBITDA for the Company  from  January 1, 2001 until the  Effective  Time and
(ii) EBITDA for Buyer from the Effective  Time until  December 31, 2001),  Buyer
will pay Seller in cash the amount set forth  opposite  the EBITDA  obtained  by
Company  and Buyer for the First  Payment  Period in the  following  table  (the
"First Earn-Out Payment"):

Category   EBITDA for the First Payment Period        First Earn-Out Payment
--------   -----------------------------------        ----------------------

   I           $1,500,001 - $2,500,000             Two  (2)  times  the   amount
                                                   by  which  the EBITDA exceeds
                                                   $1,500,000  (for  amounts  up
                                                   to $2,500,000 of EBITDA)
   II        Equals or exceeds $2,500,001          One  (1)  times  the   amount
                                                   by which  the EBITDA  exceeds
                                                   $2,500,000, plus  the  amount
                                                   determined for Category I

          (b)  If Buyer achieves EBITDA in excess of $1,000,000,  for the period
beginning  as of the first day  January  2002 and  continuing  for 6 full months
thereafter  (the  "Second  Payment  Period"),  Buyer will pay Seller in cash the
amount set forth  opposite the EBITDA  obtained by Buyer for the Second  Payment
Period in the following table (the "Second Earn-Out Payment"):

Category  EBITDA for the Second Payment Period      Second Earn-Out Payment
--------  ------------------------------------      -----------------------

   I           $1,000,001 - $2,000,000           Two and  one half  (2.5)  times
                                                 the amount by  which the EBITDA
                                                 exceeds $1,000,000 (for amounts
                                                 up to $2,000,000 of EBITDA)
   II        Equals or exceeds $2,000,001        One  (1) times  the  amount  by
                                                 which    the   EBITDA   exceeds
                                                 $2,000,000,  plus   the  amount
                                                 determined for Category I



          (c)  Earnings shall be determined  for purposes of this Agreement with
the earn-out principles and procedures set forth on Schedule 2.8.

          (d)  To the extent OSI determines an First or Second Earn-Out  Payment
(collectively,  the First Earn-Out  Payment and the Second Earn-Out  Payment are
the  "Earn-Out  Payments"  and  individually,  an "Earn-Out  Payment") is due to
Seller, Buyer will pay (and OSI will cause Buyer to pay) to Seller a preliminary
payment of such Earn-Out Payment due pursuant to Section 2.8(a) or 2.8(b) on the
date Buyer submits its preliminary  determination  to Seller pursuant to Section
2.8(e).  Buyer shall pay any additional  payments  required  pursuant to Section
2.8(a) or  2.8(b)  promptly  following  the  final  and  binding  determination,
pursuant  to  this  Agreement,  of  the  applicable  Earn-Out  Payment  for  the
applicable  Payment Period.  To the extent the amount of any Earn-Out Payment is
less than the preliminary  payment  previously  paid for the applicable  Payment
Period, Seller shall refund the amount in excess to Buyer promptly following the
final and binding determination,  pursuant to this Agreement,  of the applicable
Earn-Out Payment.

          (e)  The  determination  of  the amount  of  the  applicable  Earn-Out
Payment  shall  be  determined  by OSI  promptly  after  the  completion  of the
applicable  Payment  Period based on the  financial  statements of Buyer for the
applicable  Payment  Period (and, in the case of the First Payment  Period,  the
financial  statements  of the Company from January 1, 2001 through the Effective
Time).  The  determination  of the  amount  of any  Earn-Out  Payment  shall  be
submitted to Seller within 60 calendar days after end of the applicable  Payment
Period.  After such  submission  and upon  request of Seller,  OSI will  provide
Seller with reasonable  access to its records  relating to the  determination of
the amount of the applicable  Earn-Out Payment. If Seller does not object to the
determination  by OSI of the  applicable  Earn-Out  Payment by written notice of
objection (the "Notice of  Objection")  delivered to OSI within 20 calendar days
after receipt by Seller of such  determination,  the proposed  Earn-Out  Payment
shall be deemed final and binding.  If Seller  delivers a Notice of Objection to
the  determination  of an Earn-Out  Payment within the appropriate  time period,
such Notice of  Objection to describe in  reasonable  detail  Seller's  proposed
adjustments to the proposed  determination of the applicable  Earn-Out  Payment,
Seller and OSI shall negotiate in good faith to resolve any differences.  During
such negotiation, Seller shall have the right to demand an audit and examination
of the  applicable  financial  statements of Buyer,  which shall be conducted at
OSI's  sole  cost  and  expense.  Such  audit  shall  be  conducted  as  soon as
practicable  after written demand by Seller and, upon  completion,  delivered to
Seller ("Audit Delivery Date").  If after 15 calendar days following such notice
any of the Audit  Delivery  Date (or, if Seller  waives or fails to exercise the
right to cause an audit to be conducted,  30 calendar days after delivery of the
Notice of Objection) have not been resolved (the "Disputed Matters"),  then such
Disputed  Matters  shall be submitted to  arbitration  in Chicago,  Illinois.  A
partner in Ernst & Young LLP, certified public accountants (the "Arbiter") shall
consider only the Disputed  Matters,  and the arbitration  shall be conducted in
accordance  with the Commercial  Rules of the American  Arbitration  Association
then in effect. If Ernst & Young LLP is the auditor for OSI and its subsidiaries
(or is  providing  a  material  amount  of  consulting  services  to OSI and its
subsidiaries)  at the time of the dispute,  the Parties will mutually agree upon
another nationally  recognized  accounting firm to serve as Arbiter. The Arbiter
shall act promptly to resolve all Disputed Matters and its decision with respect
to all Disputed  Matters shall be final and binding upon the Parties  hereto and
shall not be  appealable  to any court.  The Arbiter  shall render an opinion in
writing  setting forth the basis of its decision on the Disputed  Matters.  Each
Party shall pay all costs and  expenses  incurred by such Party  incident to the
arbitration,  provided  the costs and  expenses of the  Arbiter  shall be shared
equally by Seller and OSI.  Any portion of an Earn-Out  Payment that is affected
by the Disputed  Matter shall not be  distributed  until the  resolution  of the
Disputed  Matter,  and upon  such  resolution  any  increase  in the  applicable
Earn-Out  Payment  shall  be  distributed  to  Seller,  or any  decrease  in the
applicable Earn-Out Payment shall be repaid to OSI by Seller.


                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller hereby makes the following  representations and warranties,  each of
which Seller  represents and warrants is true and correct on the date hereof and
shall be true and  correct on the Closing  Date and each of which shall  survive
the Closing Date and the  transactions  contemplated  hereby pursuant to Section
10.1.

     3.1  Corporate Existence and Power of Company.

          (a)  Company is a corporation  duly organized, validly existing and in
good standing under the Laws of the state of its incorporation.

          (b)  Company has the corporate  power and authority to own and use its
assets  and  to  transact  the  business  in  which  it is  engaged,  holds  all
franchises,  licenses, permits necessary and required therefor, is duly licensed
or qualified to do business as a foreign  corporation and is in good standing in
each jurisdiction  where such license or qualification is required.  Company has
the corporate  power to enter into this  Agreement,  to perform its  obligations
hereunder, and to consummate the transactions contemplated hereby.

     3.2  Approval and Enforceability of Agreement.

          (a)  Seller has the full power, legal right and capacity to enter into
and  deliver  this  Agreement,  to  perform  his  obligations  hereunder  and to
consummate the transactions contemplated hereby.

          (b)  Assuming  due  execution  and  delivery  hereof  by  Buyer,  this
Agreement  is the legal,  valid and binding  obligation  of Seller,  enforceable
against Seller  according to its terms except that (i) such  enforcement  may be
limited by or subject to any bankruptcy, insolvency, reorganization,  moratorium
or similar laws now or hereafter  in effect  relating to or limiting  creditors'
rights generally and (ii) the remedy of specific  performance and injunctive and
other forms of equitable relief are subject to certain equitable defenses and to
the discretion of the Court before which any proceeding therefor may be brought.

     3.3  Undisclosed  Liabilities.  In  connection  with the  Business  and the
Patentable  Property,  Seller has no Liabilities  whatsoever,  known or unknown,
asserted  or  unasserted,   liquidated  or  unliquidated,   accrued,   absolute,
contingent or otherwise, and, there is no basis for any claim against Seller for
any such Liability except to the extent set forth on Schedule 3.3.

     3.4  Intellectual Property.

          (a)  Seller does not own or use any  Intellectual Property  other than
the Patentable  Property.  Schedule 3.4 contains a true and accurate description
of the  Patentable  Property  in the  form of a  draft  business  method  patent
application  (the  "Application").  There are no all  licenses  or other  rights
granted  by any  Seller  to any  third  party  with  respect  to any item of the
Patentable Property.

          (b)  Seller  represents  and warrants as follows:  (i) the  Patentable
Property along with the related  goodwill and the Trade Names (as defined in the
Asset  Purchase  Agreement)  encompasses  all  proprietary  rights  necessary or
desirable for the conduct of the Business as presently  conducted or proposed to
be  conducted  (in each case free and clear of all Liens);  (ii) Seller has good
and marketable title to the Patentable Property free and clear of all Liens and,
to Seller's  knowledge,  Seller has taken all actions  necessary to maintain and
protect the  Patentable  Property;  (iii)  there has been no claim made  against
Seller or Company asserting the invalidity,  misuse or  unenforceability  of the
Patentable  Property or  challenging  Seller's  right to use or ownership of the
Patentable  Property,  and there are no grounds for any such claim or challenge;
(iv)  Seller  is  not  aware  of any  infringement  or  misappropriation  of the
Patentable  Property or of any facts  raising a likelihood  of  infringement  or
misappropriation;  (v) Seller's use of the Patentable Property has not infringed
or  misappropriated,  and does not infringe or misappropriate,  any intellectual
property  or  proprietary  right  of any  other  entity;  (vi)  no  loss  of the
Patentable Property is threatened,  pending or reasonably foreseeable; and (vii)
the  consummation  of the  transactions  contemplated by this Agreement will not
alter, impair or extinguish the Patentable Property.

     3.5  Necessary  Property and Transfer of Assets.  The Purchased Assets, the
Assumed  Liabilities  (as  defined  in the  Asset  Purchase  Agreement)  and the
Patentable  Property  constitute all the property and property  rights now used,
useful or  necessary  for the  conduct of the  Business in the manner and to the
extent  presently  conducted by the Company and Seller.  No consent is necessary
to, and there exists no restriction on, the transfer of the Patentable  Property
to Buyer.  There exists no condition,  restriction or reservation  affecting the
title to or utility of the  Patentable  Property  which would prevent Buyer from
utilizing the Patentable Property,  or any part thereof, to the same full extent
that Seller might continue to do so if the sale and transfer contemplated hereby
did not  take  place.  Upon  the  Closing,  good  and  marketable  title  to the
Patentable  Property  shall be vested  in Buyer  free and clear of all taxes and
Liens.  Seller does not represent and warrant,  or provide any other  assurance,
that the patent  application  will result in the  issuance of a business  method
patent in accord  with the patent  application;  and,  if such patent is issued,
that it will be enforceable in accord with its terms.  After the Closing,  Buyer
shall, in its sole  discretion,  determine  whether and in what form to file the
Application  with the U.S.  Patent and  Trademark  Office  ("PTO") and, if it so
determines to file the  Application  with the PTO, Buyer be responsible  for any
prosecution and related fees and costs incurred by Buyer in connection with such
filing.  Seller  understands  that, if it so determines to file the  Application
with the PTO, such  business  method  patent may not  ultimately  issue with the
result  that  Buyer  may have to rely  solely  on such  other  rights  as may be
available under applicable state and federal law.


     3.6  Notice of Violation.  No notice  of any violation  of any Law relating
to the Patentable Property has been received by Seller.

     3.7  No  Breach  of Law or  Governing  Document.  In  connection  with  the
Patentable Property,  Seller has complied with and is not in default under or in
breach or violation of, (a) any applicable Law of any Government body or (b) any
franchise  or  license.   Neither  the  execution  of  this  Agreement  nor  the
consummation of the transactions  contemplated hereunder does or will constitute
or result in any such  default,  breach or violation.  No government  permits or
consents are necessary to effect the transactions contemplated hereby.

     3.8  Litigation  and  Arbitration.  There  is no  suit,  claim,  action  or
proceeding now pending or threatened  before any Court, nor or there any grounds
therefor,  to  which  Seller  is a party  or  which  may  result  in any  Order,
Liability,  or other determination which will, or could, have any adverse effect
upon the  Patentable  Property or upon the  business,  condition  (financial  or
otherwise) or operations of the Business. No such Order has been entered against
Seller,  nor has any such Liability been incurred which has, or could have, such
effect. There is no claim, action or proceeding now pending or threatened before
any Court  which  will,  or could,  prevent  or hamper the  consummation  of the
transactions contemplated by this Agreement.

     3.9  Broker's  Fees.  Neither  Seller nor Company has  retained any broker,
finder  or  agent  or  agreed  to pay  any  brokerage  fees,  finder's  fees  or
commissions with respect to the transactions contemplated by this Agreement.

     3.10 Truthfulness.  No  representation or  warranty of Seller herein and no
statement or certificate  furnished or to be furnished by or on behalf of Seller
pursuant to this Agreement or in connection with the  transactions  contemplated
hereby contains or will contain any untrue statement of a material fact or omits
or will omit to state a material fact  necessary in order to make the statements
contained herein or therein not misleading.


                                   ARTICLE IV

                     REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer and OSI hereby make the  following  representations  and  warranties,
each of which is true and  correct on the date  hereof  and  except for  changes
expressly permitted by this Agreement,  shall be true and correct on the Closing
Date and each of which shall survive the Closing Date and the sale  contemplated
hereby pursuant to Section 10.1.

     4.1  Corporate Existence  of Buyer.  Buyer  is a  limited liability company
duly  organized,  validly  existing and in good  standing  under the laws of the
State  of  Delaware.  Buyer  has  the  power  and  authority  to own and use its
properties  and to  transact  the  business  in  which it is  engaged.  OSI is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware.  OSI has the corporate  power and authority to own and
use its properties and to transact the business in which it is engaged.

     4.2  Approval of Agreement.

          (a)  The execution and delivery of this Agreement and the consummation
of the transactions  contemplated  hereby have been duly authorized and approved
by all necessary  corporate action of Buyer and OSI, and such  authorization and
approval have not been  revoked.  Pursuant to such  authorization  and approval,
each of Buyer and OSI has full power and authority to enter into this Agreement,
and to perform its obligations  hereunder and thereunder,  and to consummate the
transactions contemplated hereby.

          (b)  Assuming due  execution  and  delivery  hereof  by  Seller,  this
Agreement  is the legal,  valid and  binding  obligation  of each Buyer and OSI,
enforceable against each according to its terms except that (i) such enforcement
may be  limited by or subject  to any  bankruptcy,  insolvency,  reorganization,
moratorium  or similar laws now or  hereafter in effect  relating to or limiting
creditors'  rights  generally  and (ii) the remedy of specific  performance  and
injunctive and other forms of equitable relief are subject to certain  equitable
defenses and to the discretion of the Court before which any proceeding therefor
may be brought.

          (c)  Neither Buyer  nor OSI is  required  to obtain  any  third  party
contractual consents to effect the transactions contemplated hereby

     4.3 No Breach of Articles or  Indentures.  The execution of this  Agreement
and the consummation of the transactions  contemplated  hereby have not and will
not  constitute  or  result  in the  breach  of any of  the  provisions  of,  or
constitute a default under any material  indenture,  evidence of indebtedness or
other  commitment  to which Buyer or OSI is a party or by which either is bound,
which  breach or default  would have a  material  adverse  effect on OSI and its
subsidiaries,  taken  as a  whole.  The  execution  of  this  Agreement  and the
consummation  of the  transactions  contemplated  hereby  have  not and will not
constitute  or result  in the  breach of any of the  provisions  of the  charter
documents of Buyer or the certificate of incorporation or by-laws of OSI.

     4.4 Broker's Fees. Neither Buyer nor OSI has retained any broker, finder or
agent or agreed to pay any brokerage  fees,  finder's fees or  commissions  with
respect to the transactions contemplated by this Agreement.

<PAGE>

                                    ARTICLE V

                           COVENANTS CONCERNING SELLER

     Seller covenants and agrees with Buyer that:

     5.1  Operation of the Business. Without the prior written consent of Buyer,
Seller will not:

          (a)  Enter into any  Contract or engage in any transaction  related to
the Patentable Property.

          (b)  Sell or dispose of or encumber any Patentable Property.

          (c)  Take any action or incur any  Liability or obligation  which,  if
taken or incurred prior to the date of this  Agreement,  would be required to be
disclosed on any Schedule hereto.

     5.2  Preservation  of  Business.   Company  shall  carry  on  the  Business
diligently and substantially in the same manner as heretofore conducted.

     5.3  Full  Access.  Representatives of Buyer  shall have full access at all
reasonable times to all premises,  properties,  books, records,  Contracts,  tax
records and documents of Seller relating to the Patentable Property,  and Seller
will furnish to Buyer any  information in respect of the Patentable  Property as
Buyer may from time to time request. Such examination and investigation by Buyer
shall not affect the warranties and  representations of Seller contained in this
Agreement.

     5.4  Governmental  Filings Seller will  cooperate with Buyer in making,  as
soon as practicable  following the execution hereof, all filings required by any
Government in connection with the  transactions  contemplated by this Agreement.
All information provided by Seller in connection with such filings will be true,
accurate and complete and will comply with all applicable Laws.


                                   ARTICLE VI

                                OTHER AGREEMENTS

     6.1  Tax Matters.

          (a)  Seller  shall pay  all  applicable  sales,  use or other  similar
transfer  Taxes  that are,  or  become,  due or payable as a result of the sale,
conveyance,   assignment,  transfer  or  delivery  of  the  Patentable  Property
hereunder,  whether levied on Buyer, the Patentable Property or Seller.  Seller,
in the case of the  Patentable  Property,  shall  prepare,  subject  to  Buyer's
reasonable approval, and file any Returns required in respect of such Taxes.

          (b)  All  personal  property, ad valorem  and any other local or state
Taxes relating to the Patentable Property or the Business which shall be accrued
but unpaid as of the Effective  Time, or which shall be paid as of the Effective
Time but relate in whole or in part to periods after the Effective  Time,  shall
be prorated to the Effective Time and shall be reflected on the Closing  Balance
Sheet.  Any such  prorated  Taxes  which may be  ultimately  assessed  after the
Effective Time shall be paid by Seller to Buyer or Buyer to Seller,  as the case
may be, within thirty days of such determination.

          (c)  Seller  and  Buyer  shall   allocate   Buyer's  purchase  of  the
Patentable  Property  pursuant to Section 1060 of the Code and other  applicable
Laws in a consistent manner and shall take no position contrary thereto and file
the appropriate Form 8594, attached as Schedule 6.1 with their respective income
tax returns.  To the extent Buyer  determines that a Form 1099 should be sent to
Seller,  it shall be only on Form 1099-B with  respect to the  Internal  Revenue
with no filing being made in Missouri;  and, Seller and Buyer shall not take any
contrary income tax positions. If the classes for Form 8594 are changed then the
consideration shall be allocated as required for such new classes.

          (d)  Seller agrees to furnish or cause to be furnished,  upon request,
as promptly as practicable, such information and assistance (including access to
books  and  records)  relating  to  the  Patentable  Property  as is  reasonably
necessary  for the  preparation  of any Return  for Taxes,  claims for refund or
audit or prosecution or defense of any claim, suit or proceeding relating to any
proposed adjustment of Taxes paid.

          (e)  Seller, upon request, shall use its reasonable efforts to provide
or obtain from any taxing authority any certificate or other document  necessary
to  mitigate,  reduce or eliminate  any Taxes  (including  additions  thereto or
interest and penalties  thereon) that otherwise would be imposed with respect to
the transactions contemplated in this Agreement.


                                   ARTICLE VII

                             COVENANT NOT TO COMPETE

     7.1  Covenant Not to Compete.

          (a)  As a  further inducement  to Buyer  to  purchase  the  Patentable
Property  and to enter  into  the  transactions  contemplated  under  the  Asset
Purchase  Agreement,  Seller  agrees that for the period  from the Closing  Date
until  the  expiration  of six years  from the  Closing  Date  (the  "Restricted
Period"),  Seller will not, directly or indirectly:  (i) engage in or in any way
own,  manage,  operate,  control or  otherwise  advise or assist or be  actively
connected  with any  enterprise  which engages in, or otherwise  carries on, any
business  activity in the United States of America which is in competition  with
the Business or any business in which OSI and its subsidiaries  are engaged;  or
(ii)  solicit or accept  business  from,  or  provide  competitive  products  or
services to, any customers  (whether or not such Persons have done business with
Company  once or more than once) or  accounts  of Company  (prior to the Closing
Date) or Buyer (after the Closing Date).

          (b)  It is expressly  understood and agreed that  although  Seller and
Buyer  consider the  restrictions  contained in this Section to be reasonable in
the context in which made, if a final  judicial  determination  is made that the
time,  territory,  scope or any other  restriction  contained in this Section is
unreasonable  or  otherwise  unenforceable,   neither  this  Agreement  nor  the
provisions of this Section shall be rendered  void,  but shall be deemed amended
to apply as to such maximum  scope,  time and territory and to such other extent
as such Court may judicially  determine or indicate to be reasonable,  and as so
modified,  the  restrictions  contained  in this  Section  shall be binding  and
enforceable.

     7.2  Employees.  Seller agrees that during the Restricted Period neither it
nor its  successors  or  assigns  will hire any Person who is or shall be in the
employ or service of Company prior to the Closing  Date,  and whom Buyer intends
to  employ,  or seek to  entice,  induce  or in any  manner  influence  any such
employee  to leave  his or her  employment  or not  accept or  continue  in such
employment.

     7.3  Confidentiality.  Seller  will not at any time  disclose to any Person
other than Buyer or use any "Confidential  Information" (as hereinafter defined)
owned,  possessed,  licensed or used by or relating to the Business,  whether or
not such information is embodied in writing or other physical form. For purposes
of this Agreement, the phrase "Confidential  Information" means all trade names,
trademarks,  service  marks,  patents  and trade  secrets  and any and all other
information not publicly  available which relates to specific matters concerning
the  Business,  such as,  without  limiting  the  generality  of the  foregoing,
engineering, design, manufacturing, maintenance and repair information; computer
software and programs; component sourcing and supply information;  identities of
suppliers, customers and contractors;  product distribution information; pricing
and compensation policies; sales or financing procedures or methods; operational
methods;   strategic  plans;  internal  financial   information;   research  and
development  plans and activities;  and acquisition and expansion plans.  Seller
recognizes and agrees that all documents and objects containing any Confidential
Information, whether developed by Seller, Company or by someone else for Seller,
will after the Closing Date become the exclusive property of Buyer.

     7.4  Remedies.  Because the breach or anticipated breach of the restrictive
covenants  provided  for in this  Article  VII  will  result  in  immediate  and
irreparable  harm and  injury to Buyer,  for which it will not have an  adequate
remedy at law, Seller agrees that Buyer shall be entitled to relief in equity to
temporarily,  preliminarily and/or permanently enjoin such breach or anticipated
breach and to seek any and all other legal and equitable remedies to which Buyer
may be entitled.  Should such action be taken and an  injunction  issued,  Buyer
shall be entitled to reimbursement of attorneys' fees and costs incurred.

     7.5  Permitted  Exceptions.  Nothing contained herein shall restrict Seller
from (A) owning two  percent  (2%) or less of the  corporate  securities  of any
Person in  competition  with the  Business  which  securities  are listed on any
national  securities  exchange or  authorized  for  quotation  on the  Automated
Quotations System of the National  Association of Securities  Dealers,  Inc., if
such Person has no other  connection or relationship,  direct or indirect,  with
the issuer of such securities or (B) providing  systems  consulting  services to
non-financial  services  entities  provided  such systems  consulting  shall not
directly or indirectly involve accounts receivable management..

<PAGE>

                                  ARTICLE VIII.

                        CONDITIONS TO BUYER'S OBLIGATIONS

     The  obligations  of Buyer to consummate the  transactions  provided for in
this  Agreement  shall be subject to the  satisfaction  of each of the following
conditions on or before the Closing Date, subject to the right of Buyer to waive
any one or more of such conditions:

     8.1  Representations  and  Warranties of Seller . The  representations  and
warranties  of Seller  contained  in this  Agreement,  including  the  Schedules
hereto,  and in the  certificates  and papers to be delivered to Buyer  pursuant
hereto and in  connection  herewith  shall be true and  correct in all  material
respects  on the  date  hereof  and on the  Closing  Date  (except  for  changes
specifically  permitted hereunder) as though such representations and warranties
were made on the Closing Date.

     8.2  Approval  by  Buyer's  and  OSI's  Boards.   This  Agreement  and  the
transactions  contemplated  hereby  shall  have  been  approved  by or under the
authority of Buyer's and OSI's respective Boards of Directors.

     8.3  Performance  of this  Agreement.  Seller shall have duly  performed or
complied  with all of the  obligations  to be performed  or complied  with by it
under the terms of this Agreement on or prior to the Closing Date.

     8.4  No Material  Adverse Change and No Extraordinary  Distributions. There
shall  have  been no  material  adverse  change,  actual or  threatened,  in the
Business  (including  the  Patentable  Property),  whether  or  not  covered  by
insurance, as a result of any cause whatsoever.

     8.5  Certificate of Seller . Buyer shall have received a certificate signed
by  Seller  dated  as of  the  Closing  Date  and  subject  to no  qualification
certifying  that the  conditions  set forth in Sections 8.1, 8.2, 8.3, 8.4, 8.7,
8.8, 8.9, and 8.10 hereof have been fully satisfied.  Such certificate  shall be
deemed a representation and warranty of Seller under this Agreement.

     8.6  Employment  Agreement.  Edward F.  Lambert  shall  have  executed  and
delivered an Employment  Agreement in substantially the form attached as Exhibit
C to the Asset Purchase Agreement.

     8.7. No Lawsuits.  No suit,  action or other  proceeding  or  investigation
shall be threatened or pending  before or by any Court or Government  concerning
this Agreement or the consummation of the transactions  contemplated  hereby, or
in  connection  with any claim  against  Seller not  disclosed on the  Schedules
hereto.  No  Government  shall have  threatened  or  directed  any  request  for
information concerning this Agreement,  the transactions  contemplated hereby or
the consequences or implications of such transactions to Buyer, to Seller, or to
any officer, director, employee or agent of them.

     8.8  No Restrictions.  There shall  exist no  conditions,  restrictions  or
reservations  affecting the title to or utility of the Patentable Property which
would prevent Buyer from occupying and utilizing the Patentable Property, or any
part thereof, to the same full extent that Seller might continue to do so if the
sale and transfer contemplated hereby did not take place.

     8.9  Consents.  All consents and  approvals  necessary to ensure that Buyer
will continue to have the same full rights in respect to the Patentable Property
as  Seller  had  immediately  prior  to the  consummation  of  the  transactions
contemplated hereunder shall have been obtained.

     8.10 Releases. At or prior to the Closing Date, Seller shall have delivered
to Buyer the written  release of all Liens relating to the Patentable  Property,
executed by the holder of or parties to each such Lien.  The  releases  shall be
reasonably satisfactory in substance and form to Buyer and its counsel.

     8.11 Documents.  Buyer shall have received  from Seller on the Closing Date
the  Assignment  to Buyer of the  Patentable  Property  in the form of Exhibit A
hereto, duly executed by Seller.

     8.12 Closing Asset Purchase Agreement. The transactions  contemplated under
the Asset Purchase Agreement shall have been consummated.

     8.13 Further Assurances. Buyer shall have received such further instruments
and  documents  as may  reasonably  be  required  to carry out the  transactions
contemplated  hereby and to evidence the  fulfillment of the  agreements  herein
contained and the  performance  of all  conditions to the  consummation  of such
transactions.

<PAGE>

                                   ARTICLE IX.

                       CONDITIONS TO SELLER'S OBLIGATIONS

     The  obligations of Seller to consummate the  transactions  provided for in
this  Agreement  shall be subject to the  satisfaction  of each of the following
conditions  on or before  the  Closing  Date,  subject to the right of Seller to
waive any one or more of such conditions:

     9.1  Representations  and Warranties of Buyer and OSI. The  representations
and  warranties  of Buyer and OSI  contained in this  Agreement,  including  the
Schedules  hereto,  and in the certificates and papers to be delivered to Seller
pursuant  hereto and in  connection  herewith  shall be true and  correct in all
material respects on the date hereof and on the Closing Date (except for changes
specifically  permitted hereunder) as though such representations and warranties
were made on the Closing Date.

     9.2  Performance of this Agreement. Buyer and OSI shall have duly performed
or complied with all of the  obligations  to be performed or complied with by it
under the terms of this Agreement on or prior to the Closing Date.

     9.3  Certificate of Buyer.  Seller shall have received a certificate signed
by an officer of Buyer and OSI dated as of the  Closing  Date and  subject to no
qualification certifying that the conditions set forth in Sections 9.1, 9.2, and
9.5  hereof  have  been  fully  satisfied.  Such  certificate  shall be deemed a
representation and warranty of Buyer and OSI hereunder.

     9.4  Payment of Closing  Payment.  On the Closing  Date, Seller  shall have
received  from Buyer the  Closing  Payment to be  delivered  under  Section  2.6
hereof.

     9.5  No Lawsuits.   No suit,  action or  other proceeding or  investigation
shall be threatened or pending  before or by any Court or Government  concerning
this Agreement or the consummation of the transactions  contemplated  hereby. No
Government  shall have  threatened  or  directed  any  request  for  information
concerning  this  Agreement,   the  transactions   contemplated  hereby  or  the
consequences or implications of such transactions to Buyer, to Seller, or to any
officer, director, employee or agent of it.

     9.6  Documents. Seller shall have received from Buyer on the Closing Date:

          (a)  A certificate of good standing of Buyer dated within five days of
the Closing Date, from the Secretary of State of the State of Delaware.

          (b)  A  certificate  of good standing of OSI dated within five days of
the Closing Date, from the Secretary of State of Delaware.

          (c)  A copy,  certified by the Secretary of Buyer to be true, complete
and  correct  as of  the  Closing  Date,  of  the  certificate  or  articles  of
incorporation and bylaws of Buyer and all resolutions, authorizations, consents,
approvals  and/or  ratifications  of the  directors  of Buyer  required  for the
authorization  of  Buyer  to  enter  into  this  Agreement  and  consummate  the
transactions  contemplated  hereunder.  Such  certificate  shall also  contain a
certification  of  the  incumbency  and  genuineness  of the  signatures  of the
officers of Buyer  executing any document to be delivered to Seller and shall be
deemed a representation and warranty of Buyer under this Agreement.

          (d)  A copy,  certified by the  Secretary of OSI  to be true, complete
and correct as of the Closing  Date, of the  certificate  of  incorporation  and
bylaws of OSI and all resolutions,  authorizations,  consents,  approvals and/or
ratifications  of the directors of OSI required for the  authorization of OSI to
enter  into  this  Agreement  and  consummate  the   transactions   contemplated
hereunder. Such certificate shall also contain a certification of the incumbency
and  genuineness of the signatures of the officers of OSI executing any document
to be delivered to Seller and shall be deemed a  representation  and warranty of
OSI under this Agreement.


     9.7  Closing Asset Purchase Agreement.  The transactions contemplated under
the Asset Purchase Agreement shall have been consummated.


     9.8  Further  Assurances.   Seller   shall  have   received   such  further
instruments  and  documents  as may  reasonably  be  required  to carry  out the
transactions  contemplated  hereby  and  to  evidence  the  fulfillment  of  the
agreements  herein  contained  and  the  performance  of all  conditions  to the
consummation of such transactions.

<PAGE>

                                   ARTICLE X.

                                 INDEMNIFICATION

     10.1 Survival of Representations  and Warranties.  The  representations and
warranties of the Parties made in this  Agreement or in any exhibit,  statement,
Schedule,  certificate,  instrument or document  delivered pursuant hereto shall
survive the Closing and shall  remain in effect for a period of three years from
the Closing Date and shall  thereupon  terminate  and be of no further force and
effect; provided, however, that the foregoing shall not apply to representations
and warranties under Sections 3.2, 3.4 and 3.5; and provided, further, that this
shall not prohibit  any claim for  Indemnified  Losses  pursuant to Section 10.2
after such applicable  survival period with respect to Indemnified  Losses as to
which the Indemnifying Party has received notice in accordance with this Article
X prior  to the  expiration  of such  survival  period.  The  expiration  of any
representation or warranty made in this Agreement or in any exhibit,  statement,
Schedule,  certificate,  instrument or document  delivered pursuant hereto shall
not impair or restrict  the rights that any Party could  assert with  respect to
any and all  remedies at law or in equity in the absence of such  representation
or warranty.  All representations and warranties hereunder shall be deemed to be
material and, except as otherwise  specifically  provided herein, relied upon by
the  Parties  with  or  to  whom  the  same  were  made,   notwithstanding   any
investigation or inspection made by or on behalf of such Party or Parties. which
shall survive until the expiration of the applicable statute of limitations.

     10.2 Seller's Indemnification.

          (a)  Seller agrees to hold Buyer, OSI and the shareholders, directors,
officers, employees, Affiliates,  successors, assigns and agents of each of them
(collectively,  the "Buyer  Indemnified  Persons") harmless from, against and in
respect of, and waives any claim for  contribution or indemnity with respect to,
any and all claims, losses, damages, Liabilities,  expenses or costs ("Losses"),
plus reasonable  attorneys' fees and expenses incurred in connection with Losses
and/or  enforcement  of this  Agreement,  plus  interest  from the date incurred
through the date of payment at the prime lending rate plus 2% of Bank of America
from time to time prevailing (in all,  "Indemnified  Losses")  incurred or to be
incurred  by any of them to the  extent  resulting  from or  arising  out of, or
alleged to result from or arise out of:

               (i)   any  breach  or  violation  of  the   representations   and
warranties, of Seller contained in Article III of this Agreement;

               (ii)  any breach or violation of the covenants or  agreements  of
Seller  contained in this  Agreement,  or in any exhibit,  statement,  Schedule,
certificate,  instrument or document  delivered  pursuant hereto,  including the
provisions of this Article X;

               (iii) any  Liability of Seller,  without  regard to the fact that
any  indemnifiable  matter  described  in this  subsection  (iii)  may have been
disclosed in the Schedules or in any  documents  included or referred to therein
or may be  otherwise  known to Buyer  at the  date of this  Agreement  or on the
Closing Date;

               (iv)  the assertion  of any  claim by any  person  related  to or
arising out of the  transactions  contemplated in the Agreement of Purchases and
Sale of Stock, dated December 31, 2000 between Seller and Edward L. Witt;

               (v)   any  claim  Buyer may  have  against Company  or  Seller in
connection with the Asset Purchase Agreement; and

               (vi)  without  being  limited by the  foregoing  subsections  (i)
through (v) and without regard to whether any one or more of the items listed in
this  subsection  (vi) may be disclosed in the  Schedules or otherwise  known to
Buyer as of the date of this  Agreement  or on the  Closing  Date:  all Taxes of
Seller and Seller's  Liability for its own Taxes or its  Liability,  if any (for
example, by reason of transferee Liability or application of Treas. Reg. Section
1.1502-6) for Taxes of others,  and fines and penalties and reasonable  expenses
(including but not limited to reasonable  attorneys' fees and expenses)  payable
with respect to or arising out of any claim or assessment for such Taxes against
Buyer or the Patentable Property, (1) for any taxable period ending on or before
the  Effective  Time or (2)  sustained in a tax period of Buyer ending after the
Effective Time arising out of the  settlement or other  resolution of a proposed
tax  adjustment  which relates to a tax period ending on or before the Effective
Time.

          (b)  The Buyer Indemnified  Persons  shall not be  entitled to recover
Indemnified  Losses to the extent such  Indemnified  Losses exceed the aggregate
consideration paid for (i) the Patentable Property as contemplated under Section
2.3 of this  Agreement  and (ii) the  Purchased  Assets  as  contemplated  under
Section 2.3 of the Asset Purchase Agreement, once Seller has made payments to or
on behalf of Buyer Indemnified  Persons with respect to such Indemnified  Losses
in such amount.

     10.3 Buyer's Indemnification. Buyer and OSI hereby agree to hold Seller and
his Affiliates,  successors,  assigns and agents of each of them  (collectively,
the "Seller Indemnified  Persons") harmless from, against and in respect of, and
waives any claim for  contribution  or  indemnity  with  respect to, any and all
Indemnified  Losses  incurred or to be  incurred  by any of them,  to the extent
resulting from or arising out of, or alleged to result from or arise out of: (i)
any  breach or  violation  of the  representations,  warranties,  covenants  and
agreements  of Buyer and OSI  contained  in this  Agreement,  or in any exhibit,
statement,  Schedule,  certificate,  instrument or document  delivered  pursuant
hereto,  including  the  provisions  of this  Article X and (ii) any  default in
making  payment in which case Seller may pursue any remedies  with Buyer and OSI
concurrently without first exhausting any remedies against Buyer.

     10.4 Notice of Claim.  In the  event that Buyer  seeks  indemnification  on
behalf of a Buyer Indemnified Person, or Seller seeks  indemnification on behalf
of  a  Seller  Indemnified  Person,  such  Party  seeking  indemnification  (the
"Indemnified  Party")  shall  give  written  notice  to  the  other  Party  (the
"Indemnifying Party") specifying the facts constituting the basis for such claim
and the amount,  to the extent  known,  of the claim  asserted.  With respect to
claims  other than Third Person  Claims,  the  Indemnifying  Party shall have 20
calendar days after the Indemnified  Party provides  notice to the  Indemnifying
Party to make such  investigation of the claim as the  Indemnifying  Party deems
necessary or desirable. For purposes of such investigation,  the claimant agrees
to make available to the Indemnifying Party or its authorized  representative(s)
the information  relied upon by the claimant to  substantiate  the claim. If the
Indemnified Party and the Indemnifying Party agree at or prior to the expiration
of such 20 day period (or any  mutually  agreed upon  extension  thereof) to the
validity and amount of such claim, the  Indemnifying  Party shall pay the amount
of such claim not more than 10 calendar days after agreement. If the Indemnified
Party and the Indemnifying Party do no agree within such period (or any mutually
agreed upon extension  thereof),  the  Indemnified  Party may seek any available
legal remedy.

     10.5 Right to Contest Claims of Third Persons.  If an Indemnified  Party is
entitled  to  indemnification  hereunder  because  of a  claim  asserted  by any
claimant (other than an indemnified  person  hereunder)  ("Third  Person"),  the
Indemnified  Party shall give the Indemnifying  Party  reasonably  prompt notice
thereof  after  such  assertion  is  actually  known to the  Indemnified  Party;
provided,  however,  that the right of a Person to be  indemnified  hereunder in
respect of claims made by a Third Person  shall not be  adversely  affected by a
failure  to give such  notice  unless,  and then  only to the  extent  that,  an
Indemnifying Party is prejudiced thereby.  The Indemnifying Party shall have the
right,  upon  written  notice  to  the  Indemnified  Party,  and  using  counsel
reasonably  satisfactory  to the  Indemnified  Party,  to  investigate,  secure,
contest  or settle  the claim  alleged  by such  Third  Person (a "Third  Person
Claim"),  provided that the Indemnifying Party has unconditionally  acknowledged
to the  Indemnified  Party in writing his or its  obligation  to  indemnify  the
persons to be indemnified hereunder with respect to such Third Person Claim; the
Indemnified Party may thereafter participate in (but not control) the defense of
any such Third  Person  Claim with its own  counsel at its own  expense,  unless
separate  representation is necessary to avoid a conflict of interest,  in which
case such  representation  shall be at the  expense of the  Indemnifying  Party.
Unless and until the Indemnifying Party so acknowledges his or its obligation to
indemnify,  the Indemnified Party shall have the right, at its option, to assume
and control defense of the matter and to look to the Indemnifying  Party for the
full amount of the costs of defense.  The failure of the  Indemnifying  Party to
respond in writing to the aforesaid notice of the Indemnified Party with respect
to such Third Person Claim within 20 calendar days after  receipt  thereof shall
be deemed an election not to defend the same. If the Indemnifying Party does not
so acknowledge  his or its obligation to indemnify and assume the defense of any
such Third  Person  Claim,  (a) the  Indemnified  Party may defend  against such
claim, in such manner as it may deem appropriate, including, but not limited to,
settling such claim, after giving notice of the same to the Indemnifying  Party,
on such  terms  as the  Indemnified  Party  may  deem  appropriate,  and (b) the
Indemnifying  Party may  participate  in (but not  control)  the defense of such
action,  with its own  counsel at its own  expense.  If the  Indemnifying  Party
thereafter seeks to question the manner in which the Indemnified  Party defended
such  Third  Person  Claim or the amount or nature of any such  settlement,  the
Indemnifying  Party  shall  have the  burden  to prove by clear  and  convincing
evidence that conduct of the Indemnified  Party in the defense and/or settlement
of such Third Person Claim constituted  gross negligence or willful  misconduct.
The Parties shall make available to each other all relevant information in their
possession  relating to any such Third Person  Claim and shall  cooperate in the
defense thereof.

     10.6 Set-Off  Rights.  Subject to complying with the procedures of Sections
10.4  and/or  10.5,  Buyer or OSI shall  have the right to seek,  in their  sole
discretion,  satisfaction  of  Indemnified  Losses:  (a) from  Seller  or (b) by
offsetting  Indemnified  Losses  against  any  payments  due under any  Earn-Out
Payments which may be due to Seller pursuant to Section 2.8.

<PAGE>

                                   ARTICLE XI.

                                  MISCELLANEOUS

     11.1 Assignment; Binding Agreement.

          (a)  This  Agreement  and  all or  any  part  of  Buyer's  rights  and
obligations  hereunder  may be  assigned by Buyer at any time to any one or more
Affiliates  of Buyer.  Buyer  shall  cause such  Affiliate(s)  to perform any of
Buyer's obligations hereunder which are assigned to such Affiliate(s).

          (b)  Neither this Agreement nor any of Seller's  rights or obligations
hereunder may be assigned by Seller without Buyer's prior written consent.

          (c)  This Agreement  shall be  binding upon  and  shall inure  to  the
benefit of the Parties hereto and to their  respective  successors and permitted
assigns.

     11.2 Termination  of  Agreement.   This  Agreement  and   the  transactions
contemplated hereby may be terminated prior to the Closing Date only as follows:

          (a)  By mutual consent of Buyer and Seller.

          (b)  By either Buyer or Seller  if the Closing shall not have occurred
on or before May 31, 2001, or such other date, if any, as Buyer and Seller shall
agree upon.

          (c)  By Buyer if:

               (i)   Either Buyer's  or OSI's  Board of  Directors  declines  to
approve this Agreement and the transaction contemplated hereby, or

               (ii)  Buyer  determines,   in  its  sole  discretion,   that  the
transaction  contemplated  hereby has become inadvisable or impractical (A) as a
result of Buyer's  investigation  of the Business prior to the Closing or (B) by
reason of the institution or threat by any Person, Governmental or otherwise, of
any  litigation,  investigation  or proceeding  (it being  understood and agreed
that,  without  limiting the generality of the foregoing,  a written  request by
Government authorities for information with respect to the proposed transactions
may be deemed to be a threat of litigation, investigation or proceedings).

     11.3 Manner and Effect of Termination.

          (a)  Any  action  by  Buyer  to  terminate  this   Agreement  and  the
transactions  contemplated  hereby, as provided in Section 11.2 hereof, shall be
taken  by its  Chairman  of  the  Board,  its  President  or  any  appropriately
authorized officer.

          (b)  If this Agreement  is terminated  pursuant to Section 11.2 hereof
without fault of either Party or breach of this  Agreement,  all  obligations of
Seller and Buyer hereunder shall terminate, without Liability of Seller to Buyer
or of Buyer to Seller.  In such event, each Party hereto shall pay all legal and
other  costs  and  expenses  incurred  by such  Party in  connection  with  this
Agreement and the transactions contemplated hereby.

          (c)  Nothing  in this Section or  elsewhere  in this  Agreement  shall
impair or restrict  the rights of any Party to any and all remedies at law or in
equity in the event of a breach of or default under this Agreement.

     11.4 Non-Disclosure  of Information.  Without the  prior written consent of
Buyer,  Seller will not disclose or reveal to any third Person any confidential,
non-public or commercially  valuable  information (a) concerning  Buyer to which
Seller was exposed in  connection  with this  Agreement  or (b)  concerning  the
Business.

     11.5 Bulk Sales.  Buyer hereby waives  compliance with any applicable State
Uniform  Commercial  Code or other  statutory  provisions  governing bulk sales.
Seller  agrees to  indemnify,  defend and hold  harmless  Buyer from any and all
loss, cost or expenses,  resulting from the assertion of claims made against the
Patentable Property sold hereunder,  such indemnity to be in accordance with the
provisions of Article X hereof,  without regard to the limitations  contained in
Section 10.2(b).

     11.6 Remedies.  Nothing  contained  herein  is  intended   to or  shall  be
construed to limit the remedies which either Party may have against the other in
the event of a breach of or default under this Agreement, it being intended that
any remedies shall be cumulative and not exclusive.

     11.7 Entire  Agreement  and  Modification.  This  Agreement,  including the
Schedules  and  Exhibits  attached  hereto  and the  documents  to be  delivered
pursuant  hereto,  constitutes  the entire  agreement  between the  Parties.  No
changes of,  modifications  of,  amendments  to, or additions to this  Agreement
shall be valid  unless the same shall be in  writing  and signed by all  Parties
hereto.

     11.8 Severability.  If any provision of this Agreement  shall be determined
to be  contrary  to Law and  unenforceable  by any court of law,  the  remaining
provisions shall be severable and enforceable in accordance with their terms.

     11.9 Counterparts.  This Agreement may be executed in one or more identical
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will  constitute  one and the same  instrument.  This  Agreement may be
executed and thereafter  transmitted by telecopier,  and the telecopier  receipt
shall constitute an original.

     11.10 Headings;  Interpretation.  The table of  contents  and  article  and
section  headings  contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or  interpretation of the Agreement.
Both  Parties  have  participated  substantially  in  the  negotiation  of  this
Agreement,  and each Party  hereby  disclaims  any defense or  assertion  in any
litigation or arbitration that any ambiguity herein should be construed  against
the draftsman.

     11.11 Choice of Forum and Governing Law. In light of the parties' interests
in  ensuring  that  disputes   regarding   the   interpretation,   validity  and
enforceability  of this  Agreement  are  resolved  on a uniform  basis,  and the
execution of, and the making of, this  Agreement in Missouri,  the parties agree
that:  (a) any  litigation  involving any  noncompliance  with or breach of this
Agreement,  or regarding the interpretation,  validity and/or  enforceability of
this  Agreement,  shall be filed and conducted in the state or federal courts in
St. Louis,  Missouri;  and (b) the Agreement  shall be interpreted in accordance
with and governed by the laws of the State of Missouri,  without  regard for any
conflict of law principles.

     11.12 Payment of Fees and  Expenses.  Each Party  hereto shall pay all fees
and expenses incurred by such Party incident to the negotiation, preparation and
execution  of  this  Agreement  and  the   consummation   of  the   transactions
contemplated  hereby,  including  the fees of  counsel,  accountants  and  other
experts of such Party and any finder's or brokerage fees incurred by such Party.

     11.13 Notices.  All notices,  requests,  demands  and other  communications
hereunder  shall be  deemed  to have  been  duly  given if the same  shall be in
writing and shall be delivered  (a)  personally,  (b) by registered or certified
mail, postage prepaid,  (c) by facsimile  transmission (with a copy confirmed by
mail) or (d) by overnight delivery service and addressed as set forth below:

          (a)  If to Buyer or OSI:

               Outsourcing Solutions Inc.
               390 South Woods Mill Road, Suite 350
               Chesterfield, MO  63017
               Attention:  President and CEO
               Fax: (314) 576-1867

               copy to (which shall not constitute notice):

               Bryan Cave LLP
               One Metropolitan Square
               211 N. Broadway, Suite 3600
               St. Louis, MO  63102
               Attention:  Peter D. Van Cleve
               Fax: (314) 259-2020


          (b)  If to Seller:

               Edward F. Lambert
               254 6th Street
               Seal Beach, California 90740

               copy to (which shall not constitute notice):

               Cheadle & Garrett
               4041 Macarthur Boulevard
               Newport Beach, CA 92660
               Attention:  C. Tucker Cheadle
               Fax:  (949) 833-1292

Any such  notice  shall be  effective  upon  receipt.  Any Party may  change the
address to which notices are to be addressed by giving the other Party notice in
the manner herein set forth.


<PAGE>


THIS AGREEMENT  CONTAINS AN ARBITRATION  PROVISION  WHICH MAY BE ENFORCED BY THE
PARTIES HERETO.

     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, on the
day and year first above written.


/s/ Edward F. Lambert
--------------------------
Edward F. Lambert




OUTSOURCING SOLUTIONS INC.



By:/s/ Gary L. Weller
   -----------------------
Name:  Gary L. Weller
       -------------------
Title:  EVP & CFO
        -------------------




PACIFIC SOFTWARE CONSULTING, LLC



By:/s/ Eric R. Fencl
   -----------------------
Name:  Eric R. Fencl
       -------------------
Title:  Secretary
        -------------------




<PAGE>



                         TABLE OF EXHIBITS AND SCHEDULES

                                    Exhibits

Exhibit A                      Form of Assignment of Patentable Property


                               Schedules

Schedule 2.4                   Allocation of Consideration
Schedule 2.8                   Earn-Out Principles and Procedures
Schedule 3.3                   Undisclosed Liabilities
Schedule 3.4                   Patentable Property