STOCK SUBSCRIPTION AGREEMENT


     This  STOCK  SUBSCRIPTION  AGREEMENT,  dated  as of  April  3,  2001  (this
"Agreement"),  is by and among  Gryphon  Partners  II,  L.P.  ("GPII"),  Gryphon
Partners   II-A,   L.P.   ("GPII-A"  and  together  with  GPII,  the  "Principal
Purchaser"), Outsourcing Solutions Inc., a Delaware corporation (the "Company"),
and the additional  investors  identified on the Schedule of Purchasers attached
hereto as Exhibit A (the Principal  Purchaser and each such additional  investor
individually a "Purchaser" and collectively the "Purchasers").

     Pursuant to the terms and subject to the conditions  set forth herein,  the
Purchasers  desire to  subscribe  for,  and the Company  desires to issue to the
Purchasers,  shares of the Senior Common Stock, $.01 par value per share, of the
Company (the "Senior Common Stock").

     NOW, THEREFORE, IT IS AGREED:

                                    ARTICLE I
                               ISSUANCE OF STOCK;
                     PAYMENT OF SUBSCRIPTION PRICE; CLOSING

     1.01 Issuance of Stock at the Initial Closing.

          (a) The  Company  shall  adopt  and,  after  obtaining  the  requisite
stockholder approval,  file with the Secretary of State of the State of Delaware
on or  before  the  Initial  Closing  (as  defined  below) an  amendment  to the
Certificate of  Incorporation  (as defined below) in the form attached hereto as
Exhibit B (the "Certificate Amendment").

          (b) On or  prior  to the  Initial  Closing,  the  Company  shall  have
authorized (i) the sale and issuance to the Purchasers  hereunder at the Initial
Closing  and any  Subsequent  Closings  (as defined  below) of up to  881,952.79
shares of Senior Common Stock (as equitably adjusted for any stock splits, stock
combinations,  stock splits or the like). The Senior Common Stock shall have the
rights, preferences, privileges and restrictions set forth in the Certificate of
Incorporation  (as defined below) as amended by the Certificate  Amendment.  The
shares  of  Senior  Common  Stock  to be sold  pursuant  to this  Agreement  are
collectively referred to herein as the "Sale Shares."

          (c) Subject to the terms and conditions of this  Agreement,  including
without  limitation  the  satisfaction  of each of the  conditions  set forth in
Sections  5.01,  5.02 and  5.03 or the  waiver  thereof  by the  Company  or the
applicable Purchaser,  as applicable,  each Purchaser agrees,  severally but not
jointly, to purchase at the Initial Closing,  and the Company agrees to sell and
issue to each Purchaser at the Initial  Closing,  that number of Sale Shares set
forth opposite each  Purchaser's  name on Exhibit A in the column entitled "Sale
Shares To Be Purchased at Initial Closing" at a price equal to $49.00 per share.

          (d) At the  Initial  Closing,  the Company  and each  Purchaser  shall
become a party to (i) the Amended and Restated Stockholders  Agreement dated the
Initial Closing Date in the form attached hereto as Exhibit C (the "Stockholders
Agreement"),  and (ii) the Amended and Restated  Registration  Rights  Agreement
dated the Initial  Closing  Date in the form  attached  hereto as Exhibit D (the
"Registration  Rights  Agreement"),  and the Company,  Madison  Dearborn Capital
Partners III, L.P. and the Principal  Purchaser shall each become a party to the
Voting  Agreement  dated the Initial Closing Date in the form attached hereto as
Exhibit E (the "Voting Agreement," and together with the Stockholders  Agreement
and the Registration  Rights  Agreement,  the  "Transaction  Documents") and the
Company and each Purchaser shall have the rights and  obligations  hereunder and
thereunder.

     1.02 Subsequent Closings.

          (a) In  addition  to  any  Sale  Shares  purchased  by  the  Principal
Purchaser at the Initial  Closing,  and pursuant to the terms and subject to the
conditions of this Section 1.02, the Principal Purchaser shall have, at any time
prior to the  Termination  Date, the right but not the  obligation,  to purchase
from the  Company up to an  aggregate  of  392,156.86  Sale Shares at a purchase
price of $51.00 per share  (such  amounts as  equitably  adjusted  for any stock
splits, stock combinations, stock splits or the like) (the "Purchase Option").

          (b) On or prior to the Termination  Date, the Principal  Purchaser may
exercise the Purchase Option at any time and from time to time by written notice
to the  Company  which  written  notice  shall set forth (i) the  number of Sale
Shares to be purchased by the Principal  Purchaser  pursuant to such exercise of
the Purchase  Option,  and (ii) the  allocation of such Sale Shares between GPII
and GPII-A (the  "Purchase  Option  Notice").  The closing of such  issuance and
purchase of the Sale Shares  specified  in a Purchase  Option  Notice shall take
place 10 business days from the date of the Purchase Option Notice or such later
time and date as required by law or as the  Principal  Purchaser and the Company
shall mutually determine.

          (c) With respect to the Sale Shares  specified in any Purchase  Option
Notice,  the Purchase Option shall be deemed to have been exercised as of 5 p.m.
local time at the Company's address as specified pursuant to Section 8.06 on the
on the day that such Purchase  Option  Notice is deemed  received by the Company
pursuant to Section 8.06.

          (d) In the event that the Company  shall  propose at any time:  (i) to
declare any dividend or  distribution  upon its capital stock,  whether in cash,
property, stock or other securities,  whether or not a regular cash dividend and
whether or not out of earnings or earned surplus; (ii) to offer for subscription
pro rata to the  holders  of any class or  series  of its  stock any  additional
shares  of stock of any class or series  or other  rights;  (iii) to effect  any
reclassification  or recapitalization of any shares of capital stock outstanding
involving  any  change in such  shares  of  capital  stock;  or (iv) to merge or
consolidate with or into any other corporation,  or sell, lease or convey all or
substantially  all its property or business,  or to liquidate,  dissolve or wind
up; then, in connection with each such event, the Corporation  shall send to the
Principal  Purchaser at least 10 business days prior written  notice of the date
on which a record  shall be taken for such action or event (and  specifying  the
date on which the holders of such  capital  stock shall be entitled  thereto) or
for determining rights to vote in respect of any such matters, as applicable.

          (e) Upon written notice from GPII or GPII-A,  as  applicable,  each of
GPII and GPII-A may assign  their  rights  pursuant  to this  Section  1.02 with
respect to some or all of the  remaining  Sale  Shares  subject to the  Purchase
Option  to any  "Affiliate"  (as  such  term  is  defined  in  the  Stockholders
Agreement)  of GPII or GPII-A,  as the case may be, and such  assignee  shall be
deemed a Principal  Purchaser for purposes of this Section 1.02, but not for any
other  purposes  hereunder.  Any  issuance of Sale  Shares by the  Company  upon
exercise of the Purchase  Option by such assignee  shall be treated for purposes
of the  Stockholders  Agreement as if such Sale Shares had been  transferred  by
GPII or GPII-A,  as applicable,  to such assignee and such deemed transfer shall
be subject to the requirements of the Stockholders Agreement.

          (f) The Purchase  Option shall  expire,  to the extent not  previously
exercised,  as follows:  (1)  automatically on the first anniversary date of the
Initial  Closing;  and (2) if earlier,  by mutual consent of the Company and the
Principal  Purchaser (the earlier of (1) and (2) being referred to herein as the
"Termination Date").

     1.03 Closings.  At each Closing the Company shall deliver to each Purchaser
(with  respect to the Initial  Closing)  and to the  Principal  Purchaser  (with
respect to the Initial  Closing and each  Subsequent  Closing) a certificate  or
certificates  representing  that number of Sale Shares sold to such Purchaser at
such Closing  against  payment of the purchase  price  therefor by check or wire
transfer;  provided,  however,  that the delivery of such certificates  shall be
subject to any requirement that the Purchasers  pledge such Sale Shares pursuant
to and in conformance  with that certain Credit  Agreement  dated as of November
30, 1999 among the Company, DLJ Capital Funding,  Inc., Harris Trust and Savings
Bank, Fleet National Bank, and the additional financial institutions and Persons
parties  thereto,  as amended (the "DLJ Credit  Agreement").  The closing of the
purchase  and  sale  of  Sale  Shares  as  provided  in  Section  1.01  and  the
consummation of the other transactions  contemplated to occur at such closing as
set forth herein (the  "Initial  Closing")  and each closing of the purchase and
sale of Sale  Shares as  provided in Section  1.02 and the  consummation  of the
other  transactions  contemplated  to occur at each  such  closing  as set forth
herein  (each,  a  "Subsequent  Closing")  shall  take  place at the  offices of
Kirkland & Ellis, 200 East Randolph Drive, Chicago,  Illinois 60601. The Initial
Closing  shall take place upon the later of (i) 10  business  days from the date
hereof,  and (ii) as soon as  practicable  after the last of the  conditions set
forth in  Sections  5.01,  5.02 and 5.03 are  fulfilled  or waived  (subject  to
applicable  law),  or at such later time and place and on such later date as the
Principal  Purchaser  and the  Company  shall  mutually  determine.  The Initial
Closing  and  each   Subsequent   Closing  are  sometimes   referred  to  herein
individually as a "Closing" and collectively as the "Closings." The date of each
such Closing is referred to herein as the "Initial  Closing  Date,"  "Subsequent
Closing Date" or as a "Closing Date," as applicable.

     1.04 Obligations are Several. All obligations of the Purchasers pursuant to
this Article I shall be individual,  and not joint and several. Without limiting
any of the  conditions  set forth in Article V, the failure of any  Purchaser to
purchase the  applicable  Sale Shares at a Closing  shall not increase any other
Purchaser's obligation or commitment, if any, to purchase Sale Shares.

<PAGE>
                                   ARTICLE II
                                   [RESERVED]

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

     3.01 Representations and Warranties of the Company.  Except as set forth in
the Company's disclosure letter (the "Company's  disclosure letter"),  delivered
concurrently with the delivery of this Agreement,  the Company hereby represents
and  warrants  to each  Purchaser  as of the date  hereof and as of the  Initial
Closing Date as follows:

          (a) Due  Organization,  Good Standing and Corporate Power. Each of the
Company and its Subsidiaries is a corporation  duly organized,  validly existing
and in good standing under the laws of the jurisdiction of its incorporation and
each such  corporation  has all requisite  corporate power and authority to own,
lease and  operate  its  properties  and to carry on its  business  as now being
conducted.  Each of the  Company  and its  Subsidiaries  is  duly  qualified  or
licensed to do business and is in good  standing in each  jurisdiction  in which
the  property  owned,  leased or  operated  by it or the nature of the  business
conducted by it makes such qualification necessary, except in such jurisdictions
where the failure to be so qualified or licensed and in good standing  would not
have a material adverse effect on the business, prospects,  operations,  results
of operations,  or financial  condition (the "Condition") of the Company and its
Subsidiaries  taken as a whole.  The Company  has made  available  complete  and
correct copies of the  Certificate of  Incorporation  and By-Laws of the Company
and the comparable governing documents of each of its Subsidiaries, in each case
as amended and as in effect as of the date this  representation  and warranty is
given (the "Certificate of Incorporation" and "By-Laws," respectively).

          (b)  Authorization  and  Validity of  Agreement.  The Company has full
power and  authority  to execute  and  deliver  this  Agreement,  to perform its
obligations  hereunder and to consummate the transactions  contemplated  hereby.
The execution,  delivery and  performance of this Agreement by the Company,  and
the consummation by it of the transactions  contemplated  hereby, have been duly
authorized and approved by its Board of Directors  and, to the extent  required,
its stockholders and no other corporate action on the part of the Company or any
of its  Subsidiaries  is  necessary  to authorize  the  execution,  delivery and
performance  of  this  Agreement  by the  Company  and the  consummation  of the
transactions  contemplated  hereby.  This  Agreement  has been duly executed and
delivered by the Company and,  assuming the due  execution  and delivery of this
Agreement by the  Purchasers,  is a valid and binding  obligation of the Company
enforceable against the Company in accordance with its terms.

          (c) Capitalization.

               (i) As of the Initial  Closing,  the authorized  capital stock of
the Company  consists of 15,000,000  shares of Voting  Common  Stock,  par value
$0.01 per share (the "Voting  Common  Stock"),  2,000,000  shares of  Non-Voting
Stock, par value $0.01 per share (the "Non-Voting Common Stock"), 881,953 shares
of Senior Common Stock, and 300,000 shares of Preferred Stock, no par value (the
"Preferred Stock").  With respect to such 300,000 shares of Preferred Stock, (i)
50,000  shares  are  designated  as Class A 14%  Senior  Mandatorily  Redeemable
Preferred  Stock,  of which 25,000  shares are  designated as Class A 14% Senior
Mandatorily  Redeemable  Preferred  Stock,  Series A; (ii)  150,000  shares  are
designated as Class B 14% Senior  Mandatorily  Redeemable  Preferred  Stock,  of
which 75,000 shares are designated as Class B 14% Senior Mandatorily  Redeemable
Preferred  Stock,  Series A, and (iii) 50,000  shares are  designated  as Junior
Preferred  Stock.  The Company may issue up to one additional  series of Class A
14%  Senior  Mandatorily  Redeemable  Preferred  Stock and up to one  additional
series of Class B 14% Senior  Mandatorily  Redeemable  Preferred Stock solely to
holders of the Class A 14% Senior Mandatorily Redeemable Preferred Stock, Series
A and the Class B 14% Senior Mandatorily  Redeemable  Preferred Stock, Series A,
respectively.  As of the date hereof,  (A) 6,088,479.30  shares of Voting Common
Stock were issued and outstanding;  (B) 480,321.30  shares of Non-Voting  Common
Stock were issued and  outstanding;  (C) no shares of Senior  Common  Stock were
issued and outstanding;  (D) 25,000.00 shares of Class A 14% Senior  Mandatorily
Redeemable Preferred Stock were issued and outstanding, all of which were shares
of Class A 14% Senior  Mandatorily  Redeemable  Preferred  Stock,  Series A; (E)
75,000.00 shares of Class B 14% Senior  Mandatorily  Redeemable  Preferred Stock
were issued and  outstanding,  all of which were Class B 14% Senior  Mandatorily
Redeemable  Preferred  Stock,  Series  A; (F) no  shares  of Class A 14%  Senior
Mandatorily  Redeemable  Preferred  Stock  or  shares  of  Class  B  14%  Senior
Mandatorily  Redeemable  Preferred  Stock of any series  other than Series A (in
each  case) were  issued  and  outstanding;  and (G)  7,000.00  shares of Junior
Preferred Stock were issued and outstanding.  All issued and outstanding  shares
of capital stock of the Company have been validly  issued and are fully paid and
nonassessable.  Except as set forth in this  Section  3.01(c)(i)  or in  Section
3.01(c)(i)  of the  Company's  disclosure  letter,  (a)  there  are no shares of
capital stock of the Company authorized, issued or outstanding and (b) there are
not as of the date  hereof,  and at the Initial  Closing  there will not be, any
outstanding or authorized options, warrants, rights, subscriptions,  agreements,
convertible  or  exchangeable  securities  (which  options,   warrants,  rights,
subscriptions,  agreements,  convertible  or  exchangeable  securities  shall be
disclosed  only in  aggregate  number in  Section  3.01(c)(i)  of the  Company's
disclosure  letter),  obligations,  claims of any character,  preemptive rights,
rights of first refusal, or other commitments, contingent or otherwise, relating
to Common Stock or any other shares of capital stock of the Company, pursuant to
which the Company is or may become  obligated to issue  shares of Common  Stock,
any other  shares  of its  capital  stock or any  securities  convertible  into,
exchangeable  for, or evidencing  the right to subscribe  for, any shares of the
capital stock of the Company. All preemptive rights,  rights of first refusal or
similar rights that may be triggered by the transactions  contemplated hereunder
shall,  with respect to each Closing,  have been  complied  with or waived.  The
Company has no  authorized  or  outstanding  bonds,  debentures,  notes or other
indebtedness  the  holders  of which have the right to vote (or  convertible  or
exchangeable  into or exercisable for securities  having the right to vote) with
the  stockholders  of the  Company  or any of  its  Subsidiaries  on any  matter
("Voting  Debt").  A true and complete table showing all of the equity  security
holders of record of all of the equity  securities of the Company as of the date
hereof is included in Section 3.01(c)(i) of the Company's  disclosure letter and
the Company shall deliver to the Principal  Purchaser  immediately  prior to the
Initial  Closing a true and complete  table  showing all of the equity  security
holders  of record of all of the  equity  securities  of the  Company  as of the
Initial Closing. The Company shall have reserved a total of 881,952.78 shares of
Senior  Common  Stock  (as  equitably  adjusted  for  any  stock  splits,  stock
combinations,  stock splits or the like) for issuance  pursuant to Sections 1.01
and 1.02 hereof,  and a total of  881,952.78  shares of Voting  Common Stock (as
equitably adjusted for any stock splits, stock combinations, stock splits or the
like and as may be adjusted as a result of any adjustment in the conversion rate
of the Senior  Common Stock  pursuant to the  Certificate  of  Incorporation  as
amended by the Certificate Amendment) for issuance upon conversion of the Senior
Common Stock.

               (ii) Section 3.01(c)(ii) of the Company's disclosure letter lists
all of the Company's Subsidiaries. Except as set forth on Section 3.01(c)(ii) of
the Company's  disclosure letter, all of the outstanding shares of capital stock
of each of the  Company's  Subsidiaries  have been duly  authorized  and validly
issued,  are  fully  paid  and  nonassessable  and  are  owned,  of  record  and
beneficially,  by the Company,  free and clear of all  Encumbrances  (as defined
below), options or claims whatsoever, except for Encumbrances and claims created
pursuant to the DLJ Credit  Agreement.  Except for such shares and except as set
forth on Section  3.01(c)(ii) of the Company's  disclosure  letter, no shares of
capital stock of any of the Company's Subsidiaries are reserved for issuance and
there are no outstanding or authorized options, warrants, rights, subscriptions,
claims of any character,  agreements,  obligations,  convertible or exchangeable
securities,  or other  commitments,  contingent  or  otherwise,  relating to the
capital  stock of any  Subsidiary,  pursuant to which such  Subsidiary is or may
become  obligated to issue any shares of capital stock of such Subsidiary or any
securities  convertible  into,  exchangeable  for,  or  evidencing  the right to
subscribe  for,  any shares of such  Subsidiary.  Except as set forth on Section
3.01(c)(ii)  of the  Company's  disclosure  letter,  the  Company  does not own,
directly or indirectly, any capital stock or other equity interest in any Person
or have any direct or indirect  equity or  ownership  interest in any Person and
neither the Company nor any of its  Subsidiaries is subject to any obligation or
requirement  to provide  funds for or to make any  investment  (in the form of a
loan,  capital  contribution  or  otherwise)  to or in any  Person.  None of the
Company's Subsidiaries have any authorized, issued or outstanding Voting Debt.

          (d) Consents and Approvals; No Violations. Assuming that, with respect
to  each  applicable   Closing,   the  filings,   if  any,  required  under  the
Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976,  as  amended  (the "HSR
Act"),  are made and the waiting period  thereunder  has been  terminated or has
expired,  the  execution  and delivery of this  Agreement by the Company and the
consummation by the Company of the  transactions  contemplated  hereby will not:
(1) violate any provision of the Certificate of  Incorporation,  the Certificate
Amendment or the By-Laws of the Company or the comparable governing documents of
any of its Subsidiaries;  (2) violate any statute,  ordinance, rule, regulation,
order or decree of any court or of any governmental or regulatory  body,  agency
or authority  applicable to the Company or any of its  Subsidiaries  or by which
any of their  respective  properties  or assets may be bound;  (3)  require  any
filing with, or permit,  consent or approval of, or the giving of any notice to,
or obtaining any new or additional  licenses from any governmental or regulatory
body, agency or authority; and (4) except as set forth in Section 3.01(d) of the
Company's disclosure letter,  result in a violation or breach of, conflict with,
constitute  (with or  without  due  notice or lapse of time or both) a  material
default  (or give rise to any right of  termination,  cancellation,  payment  or
acceleration)  under, or result in the creation of any  Encumbrance  upon any of
the properties or assets of the Company or any of its Subsidiaries under, any of
the terms,  conditions  or provisions of any note,  bond,  mortgage,  indenture,
license,  franchise,  permit,  agreement,  lease,  franchise  agreement or other
instrument or obligation  to which the Company or any of its  Subsidiaries  is a
party, or by which it or any of their respective  properties or assets are bound
or subject,  except for, in the case of clauses (2), (3) and (4) above,  such as
would not have a material adverse effect on the Condition of the Company and its
Subsidiaries  taken as a whole,  and  would  not  prevent  or  materially  delay
consummation of the transactions contemplated by this Agreement.

          (e) Financial Statements; Commission Filings.

               (i) The Company has heretofore  furnished the Purchasers with the
consolidated  balance sheets of the Company and its  Subsidiaries as at December
31, 2000 and 1999 and the related consolidated statements of operations, changes
in  stockholder's  equity and cash flows for the periods then ended,  audited by
Deloitte & Touche LLP (with respect to the period ending  December 31, 1999) and
by  PricewaterhouseCoopers  LLP (with respect to the period ending  December 31,
2000)  (collectively,  the "Audited  Financial  Statements")  and the  unaudited
consolidated  balance  sheet of the Company as at  February  28,  2001,  and the
related   unaudited   consolidated   statements   of   operations,   changes  in
stockholders'  equity  and cash flows for the two month  period  then ended (the
"Unaudited  Financial  Statements"  and  together  with  the  Audited  Financial
Statements,  the "Financial  Statements").  The consolidated  unaudited  balance
sheet as at February 28, 2001,  is sometimes  referred to herein as the "Balance
Sheet" and February 28, 2001,  is sometimes  herein  referred to as the "Balance
Sheet Date." Such Financial Statements  including the footnotes thereto,  except
as indicated  therein,  have been prepared in accordance with generally accepted
accounting  principles  applied on a  consistent  basis  throughout  the periods
covered  thereby,  are  consistent  with the books and  records of the  Company,
fairly  present in all material  respects the financial  position of the Company
and its  Subsidiaries and the results of their operations and cash flows at such
dates and for such  periods,  except  that the  Unaudited  Financial  Statements
(including  the  Balance  Sheet) do not  contain  footnotes  and are  subject to
year-end adjustments.

               (ii) The Company has filed all forms,  reports and documents with
the Securities and Exchange  Commission (the "Commission")  required to be filed
by it pursuant  to the  Federal  securities  laws and the  Commission  rules and
regulations  thereunder,  and all forms,  reports and  documents  filed with the
Commission by the Company (collectively, the "Commission Filings") have complied
in all  material  respects  with  the  applicable  requirements  of the  Federal
securities laws and the Commission rules and regulations promulgated thereunder.
As of their respective dates, the Commission  Filings did not contain any untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  under  which they were made,  not  misleading.  The  Company  has
delivered or made available to the Purchasers  true and complete  copies of each
Commission Filing filed after January 1, 1998.

          (f)  Absence  of Certain  Changes.  Other than as set forth in Section
3.01(f) of the Company's  disclosure letter,  since December 31, 2000, (i) there
has been no  material  adverse  change in the  Condition  of the Company and its
Subsidiaries  taken as a whole,  and (ii) the  business  of the  Company and its
Subsidiaries  has  been  conducted  in  the  ordinary  course  and  in a  manner
consistent with past practice.

          (g) Title to Properties;  Encumbrances. Except as set forth in Section
3.01(g)  of the  Company's  disclosure  letter,  the  Company  and  each  of its
Subsidiaries  has  good and  valid  title  to (i) all of its  material  tangible
properties and assets (real and personal),  including,  without limitation,  all
material  properties  and assets  (real and  personal)  reflected in the Balance
Sheet  except as indicated in the notes  thereto and except for  properties  and
assets reflected in the Balance Sheet which have been sold or otherwise disposed
of in the ordinary course of business after the Balance Sheet Date, and (ii) all
the material tangible properties and assets (real and personal) purchased by the
Company or any of its Subsidiaries  since the Balance Sheet Date except for such
properties  and assets  which  have been sold or  otherwise  disposed  of in the
ordinary course of business  (collectively,  the "Assets"); in each case subject
to no encumbrance,  lien, security interest,  charge or other restriction of any
kind or  character  (each an  "Encumbrance")  except (1) as reflected in Section
3.01(g) of the Company's  disclosure letter,  (2) Encumbrances  reflected on the
Balance Sheet,  and (3)  Encumbrances  which do not materially  detract from the
value of, or materially  impair the use of, any material property by the Company
or any of its Subsidiaries in the operation of its respective  business or which
do not have a material  adverse  effect on the  Condition of the Company and its
Subsidiaries,  taken as a whole.  Following the consummation of the transactions
contemplated by this Agreement,  either the Company or a Subsidiary, as the case
may be,  will  continue  to own  good and  valid  title  to the  Assets  without
incurring any material penalty or other adverse consequence,  including, without
limitation,  any  increase  in  rentals,  royalties,  or  licenses or other fees
imposed as a result of, or arising from, the  consummation  of the  transactions
contemplated by this Agreement.

          (h)  Leases.  Section  3.01(h)  of  the  Company's  disclosure  letter
contains a list of all leases to which the Company or any  Subsidiary is a party
requiring an annual aggregate  payment of at least $200,000.  The Company or its
applicable Subsidiary has a good and valid leaseholder interest in and to all of
the real property subject to any such lease with respect to which it is a lessee
("Leased  Property").  Except as otherwise  set forth in Section  3.01(h) of the
Company's  disclosure letter,  each lease set forth therein is in full force and
effect and is  enforceable in accordance  with its terms;  there are no material
leases, subleases,  licenses,  concessions or other agreements (written or oral)
granting to any Person or entity  (other  than the Company or its  Subsidiaries)
the right to use or occupy the Leased  Property;  all rents and additional rents
due to date from the  Company  or such  Subsidiary  on each such lease have been
paid; in each case,  neither the Company nor any Subsidiary has received  notice
that it is in material default thereunder;  and, to the Knowledge of the Company
there exists no material  event,  occurrence,  condition or act  (including  the
consummation of the transactions  contemplated hereby) which, with the giving of
notice,  the lapse of time or the  happening of any further  event or condition,
would  become a material  default by the  Company or any  Subsidiary  under such
lease.

          (i) Material Contracts.

               (i) Except as set forth in Section 3.01(h), 3.01(i)(i) or 3.01(m)
of the  Company's  disclosure  letter,  or as listed in the exhibit index to the
Company's Form 10-K for the year ended December 31, 2000, as supplemented by the
Company's  other reports filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the  "Exchange  Act") prior to the date hereof
(collectively,  the "Filed  Contracts"),  neither the Company nor any Subsidiary
has or is bound by (a) any  agreement,  contract or  commitment  relating to the
employment  of any  Person by the  Company  or any  Subsidiary  which  cannot be
terminated  by the  Company  or the  Subsidiary  upon  notice of 60 days or less
without penalty or premium and involve  compensation in excess of $150,000 on an
annual basis, (b) any agreement,  contract or commitment materially limiting the
freedom of the Company or any Subsidiary to engage in any line of business or to
compete with any other Person,  (c) any  agreement,  contract or commitment  not
entered into in the ordinary  course of business  which  materially  affects the
business  of the  Company  and the  Subsidiaries  taken  as a  whole  and is not
cancelable  without  penalty within 90 days, or (d) any  agreement,  contract or
commitment  required  to be filed with the  Commission  pursuant to any or Items
601(b)(2),  601(b)(4),  601(b)(9)  or  601(b)(10)  of  Regulation  S-K under the
Exchange Act. The Filed Contracts and the contracts listed in Sections  3.01(h),
3.01(i)(i)  and  3.01(m) of the  Company's  disclosure  letter are  collectively
referred to herein as the "Material Contracts."

               (ii) True,  correct and  complete  copies of all of the  Material
Contracts which are written,  or written  summaries of oral Material  Contracts,
including all amendments and  supplements  thereto,  have been made available to
the Purchasers.  Each of the Material  Contracts is in full force and effect and
is valid,  binding  and  enforceable  in  accordance  with its  terms  except as
enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting  enforcement of creditor's  rights generally
and except insofar as the  availability of equitable  remedies may be limited by
applicable law and except as otherwise would not have a material  adverse effect
on the  Condition  of the Company  and its  Subsidiaries  taken as a whole.  The
Company and its Subsidiaries  are not in breach of any Material  Contract in any
material  respect and have  fulfilled,  or taken all action  necessary to enable
them to fulfill when due, all of their  respective  material  obligations  under
each of the Material  Contracts.  To the  Knowledge  of the  Company,  all other
parties to the Material  Contracts  have complied in all material  respects with
the provisions  thereof,  no party is in breach  thereunder and no notice of any
claim of breach  thereunder  has been given to the  Company or its  Subsidiaries
which breach would be reasonably likely to have a material adverse effect on the
Condition of the Company and its Subsidiaries  taken as a whole. The Company has
no Knowledge of any intent by any party to any Material Contract to terminate or
amend the terms  thereof or to refuse to renew any such  Material  Contract upon
expiration  of its term which  termination,  amendment  or  expiration  would be
reasonably  likely to have a material  adverse  effect on the  Condition  of the
Company and its Subsidiaries taken as a whole.

               (iii) The Company and its  Subsidiaries  are not in breach of any
material term, right,  privilege or preference of, and have fulfilled,  or taken
all action necessary to enable them to fulfill when due, all of their respective
material  obligations  under  all  classes  and/or  series  of  Preferred  Stock
outstanding.

          (j) Compliance with Laws.

               (i)  Except  as set forth in  Section  3.01(k)  of the  Company's
disclosure  letter,  the Company and its Subsidiaries are in compliance with all
applicable  laws  and   regulations  and  all  orders,   judgments  and  decrees
(including,  but not limited to, the Fair Debt Collection  Practices Act and any
state  or  local  counterpart  or  equivalent)  relating  to  its  business  and
operations  (other  than with  respect to taxes,  Environmental  Laws,  employee
benefits,  employee  relations and federal securities laws which are the subject
of  specific  representations  contained  in this  Agreement)  except  where the
failure to so comply would not have a material  adverse  effect on the Condition
of the  Company and its  Subsidiaries  taken as a whole and would not prevent or
materially  delay   consummation  of  the  transactions   contemplated  by  this
Agreement.

               (ii)  The  Company  and  each  of its  Subsidiaries  possess  all
licenses,  certificates  of authority,  certificates  of need,  permits or other
authorizations and regulatory  approvals required by law (a "License") necessary
for the ownership of its properties and the conduct of its business as presently
conducted  in each  jurisdiction  in which the  Company and such  Subsidiary  is
required  to  possess a License,  except  where the  failure  to possess  such a
License would not have a material adverse effect on the Condition of the Company
and its  Subsidiaries  taken as a whole. All such Licenses are in full force and
effect and  neither  the Company nor any  Subsidiary  has  received  any written
notice of any  event,  inquiry,  investigation  or  proceeding  threatening  the
validity of such  Licenses,  except where the failure of such  Licenses to be in
full force and effect or such event, inquiry,  investigation or proceeding would
not have a material  adverse  effect on the  Condition  of the  Company  and its
Subsidiaries taken as a whole.

          (k)  Litigation.  Except  as  set  forth  in  Section  3.01(k)  of the
Company's   disclosure  letter,   there  is  no  action,   suit,   condemnation,
expropriation or other proceeding at law or in equity, or any arbitration or any
administrative  or other  proceeding  by or before (or to the  Knowledge  of the
Company any  investigation  by) any  governmental  or other  instrumentality  or
agency,  pending,  or, to the Knowledge of the Company,  threatened,  against or
affecting  the Company or any of its  Subsidiaries,  or any of their  properties
(including,  but not limited to, Leased Property) or rights which (i) has had or
is reasonably  likely to have a material  adverse effect on the Condition of the
Company and its Subsidiaries  taken as a whole;  (ii) may reasonably  prevent or
materially  delay   consummation  of  the  transactions   contemplated  by  this
Agreement,  or (iii) is, or is  seeking  certification  as, a class  action.  In
addition,  except as set forth in Section  3.01(k) of the  Company's  disclosure
letter, neither the Company, any of its Subsidiaries nor any of their respective
material  tangible  properties  or assets is subject to any  consent  decrees or
judicial or administrative  order,  including without  limitation under the Fair
Debt Collection  Practice Act, any state law equivalent  relating to the ongoing
conduct of the Company's business.

          (l) Employee Benefit Plans.

               (i) Section 3.01(l) of the Company's  disclosure  letter contains
an accurate and complete list of (a) each "employee  benefit plan" (as such term
is defined in Section 3(3) of the  Employee  Retirement  Income  Security Act of
1974,  as amended  ("ERISA"))  contributed  to,  maintained  or sponsored by the
Company or any of its Subsidiaries,  or with respect to which the Company or any
of its Subsidiaries has any liability or potential liability; and (b) each other
retirement, savings, thrift, deferred compensation,  severance, stock ownership,
stock purchase,  stock option,  performance,  bonus, incentive,  material fringe
benefit,  hospitalization or other medical, disability, life or other insurance,
and any other  welfare  benefit  policy,  trust,  understanding  or  arrangement
contributed  to,   maintained  or  sponsored  by  the  Company  or  any  of  its
Subsidiaries  for the  benefit  of any  present or former  employee,  officer or
director of the Company or any of its Subsidiaries, or with respect to which the
Company or any of its  Subsidiaries  has any  liability or potential  liability.
Each such item  listed on  Schedule  3.01(l) is referred to herein as a "Benefit
Plan."

               (ii)  Section  3.01(l) of the  Company's  disclosure  letter also
contains an accurate and complete  list of each  agreement or  commitment of the
Company or any  Subsidiary  of the Company or to which the Company or any of its
Subsidiaries  may have any liability,  with or for the benefit of any current or
former  employee,  officer or director of the Company or any of its Subsidiaries
(including,  without  limitation,  each employment,  compensation or termination
agreement or commitment but excluding employment agreements with annual payments
of less than $150,000). Each such item listed on Schedule 3.01(l) is referred to
herein as a "Compensation Commitment."

               (iii) With  respect to each  Benefit  Plan that is intended to be
qualified  within the meaning of Section 401(a) of the Internal  Revenue Code of
1986, as amended (the "Code") (a) it has received a determination  letter, or in
the case of a standardized  prototype  plan,  such prototype plan has received a
favorable determination letter from the Internal Revenue Service (the "IRS"), or
has been timely  submitted  for a  determination  letter from the IRS, that such
Benefit  Plan is  qualified  under  Section  401(a)  of the  Code,  and,  to the
Knowledge of the Company and its  Subsidiaries,  nothing has occurred  since the
date of such determination  letter or submission that could adversely affect the
qualification of such Benefit Plan or the exemption from taxation of the related
trust;  and (b) no such Benefit Plan is a "defined  benefit plan" (as defined in
Section 3(35) of ERISA) or a  "multiemployer  plan" (as defined in Section 3(37)
of ERISA).

               (iv)  Except as  described  in Section  3.01(l) of the  Company's
disclosure  letter (a) none of the  Benefit  Plans or  Compensation  Commitments
obligates  the  Company  or any  of its  Subsidiaries  to  pay  any  separation,
severance,  termination or similar  benefit or accelerate the vesting or payment
under any  Benefit  Plan or  Compensation  Commitment  solely as a result of any
transaction  contemplated by this Agreement or solely as a result of a change in
control or  ownership  within the meaning of Section  280G of the Code;  and (b)
there is no contract,  agreement,  plan or arrangement  covering any employee or
former  employee of the Company or any of its  Subsidiaries  that  provides  for
payment,  prior to or in connection with this  transaction by the Company or any
of its Subsidiaries that is not deductible under Section 162 or 404 of the Code,
or that is an "excess parachute payment" pursuant to Section 280G of the Code.

               (v) (a)  Each  Benefit  Plan  and any  related  trust,  insurance
contract or fund has been maintained and administered in substantial  compliance
with its respective terms and in substantial compliance with all applicable laws
and  regulations,  including,  but not limited to, ERISA and the Code; (b) there
has been no application or waiver of the minimum  funding  standards  imposed by
Section  412 of the Code with  respect to any  Benefit  Plan,  and  neither  the
Company nor any of its Subsidiaries is aware of any facts or circumstances  that
would materially  change the funded status of any such Benefit Plan; (c) neither
the Company nor any of its  Subsidiaries  has incurred any liability under Title
IV of ERISA or to the Pension  Benefit  Guaranty  Corporation;  (d) there are no
pending or, to the  Knowledge of the Company and its  Subsidiaries,  threatened,
material  actions,  suits,  investigations or claims with respect to any Benefit
Plan or Compensation  Commitment  (other than routine claims for benefits),  and
neither the Company nor any of its Subsidiaries has Knowledge of any facts which
could give rise to (or reasonably be expected to give rise to) any such actions,
suits,  investigations or claims; (e) there have been no prohibited transactions
as defined in Section 406 of ERISA or Section  4975 of the Code with  respect to
any Benefit Plan; and (f) all  contributions  which are due with respect to each
Benefit Plan have been timely made, and all  contributions for periods ending on
the Initial  Closing Date which are not then due have been accrued in accordance
with GAAP.

               (vi) The Company and each of its Subsidiaries has complied in all
material  respects  with the health care  continuation  requirements  of Section
4980B of the Code and Part 6 of  Subtitle B of Title I of ERISA  ("COBRA");  and
the Company and its  Subsidiaries  have no  obligation  under any Benefit  Plan,
Compensation Commitment or otherwise to provide health or other welfare benefits
to or with respect to former employees of the Company or any of its Subsidiaries
or any other person, except as specifically required by COBRA.

               (vii)  With  respect  to  each  Benefit  Plan  and   Compensation
Commitment,  the Company has furnished or made  available to the Purchaser  true
and complete  copies,  as applicable,  of (a) the plan  documents,  summary plan
descriptions and employee handbooks;  (b) IRS Form 5500 Annual Report (including
all  attachments)  for  the  most  recent  plan  year;  (c)  all  related  trust
agreements,  insurance contracts or other funding arrangements; and (d) the most
recent favorable determination letter issued by the IRS.

          (m)  Employment  Relations  and  Agreements.  Except  as set  forth in
Section 3.01(m) and 3.01(l) of the Company's  disclosure letter, (i) each of the
Company and its Subsidiaries is in compliance in all material  respects with all
federal,  state or other  applicable laws  respecting  employment and employment
practices,  terms and conditions of  employment,  workers'  compensation,  plant
closing, and wages and hours, and has not and is not engaged in any unfair labor
practice  where the failure to be in compliance  is reasonably  likely to have a
material  adverse  effect on the  Condition of the Company and its  Subsidiaries
taken  as a  whole;  (ii)  no  representation  question  exists  respecting  the
employees  of  the  Company  or any of its  Subsidiaries;  (iii)  no  collective
bargaining  agreement is currently being negotiated by the Company or any of its
Subsidiaries and neither the Company nor any of its Subsidiaries is a party to a
collective  bargaining  agreement;  and (iv)  neither the Company nor any of its
Subsidiaries  has experienced any labor  difficulty  during the last year except
(in the case of this clause (iv)) as would not have a material adverse effect on
the Condition of the Company and its  Subsidiaries  taken as a whole.  Except as
disclosed in Section 3.01(m) of the Company's  disclosure letter (a) there exist
no employment,  consulting,  severance,  indemnification  agreements or deferred
compensation  agreements  between  the  Company  and any  director,  officer  or
employee of the Company or any agreement that would give any Person the right to
receive any payment from the Company as a result of the transactions pursuant to
this Agreement,  and (b) the Company has no Knowledge that any executive officer
of the Company or any other  management  personnel of the Company having a title
of vice  president  or more senior is obligated  under any  contract  (including
licenses, covenants or commitments of any nature) or other agreement, or subject
to any judgment,  decree or order of any court or  administrative  agency,  that
obligates  such person to provide  services or render advice to any person other
than the Company or any of its Subsidiaries,  or would limit (other than for the
benefit of the Company or any of its Subsidiaries) the freedom of such person to
engage in any line of business or to compete with any other person, in each such
case,  with  respect to any business  currently  conducted by the Company or its
Subsidiaries or reasonably related to the current business of the Company or its
Subsidiaries.  No payments or obligations to make any payments by the Company to
any of its employees or consultants shall arise as a result of the execution and
delivery  of  this  Agreement  by  the  Company  or  the   consummation  of  the
transactions contemplated hereby.

          (n) Taxes.

               (i) Tax  Returns.  The Company and each of its  Subsidiaries  has
filed  or  caused  to be  filed  or will  file or  cause  to be  filed  with the
appropriate  taxing  authorities on a timely basis all material Tax Returns that
are  required  to be filed by, or with  respect  to, the Company and each of its
Subsidiaries  on or prior to the Initial  Closing  Date (taking into account any
extension  of time to file  granted to or on behalf of the Company or any of its
Subsidiaries).  All such Tax Returns have been prepared in  compliance  with all
applicable  laws  and  regulations  and are true and  accurate  in all  material
respects.

               (ii)  Payment  of Taxes.  All  material  Tax  liabilities  of the
Company and its  Subsidiaries  due and payable with respect to all taxable years
or other taxable periods (including  portions thereof) ending on or prior to the
Balance Sheet Date have been, or prior to the Initial Closing Date will be, paid
or adequately  disclosed as a liability on the Balance  Sheet.  All material Tax
liabilities of the Company and its  Subsidiaries due and payable with respect to
all taxable years or taxable periods (including  portions thereof) which did not
end prior to the day after the  Balance  Sheet Date and which end on or prior to
the Initial  Closing Date have been,  or prior to the Initial  Closing Date will
be, paid.

               (iii) Audit Matters.  Section 3.01(n) of the Company's disclosure
letter sets forth (I) each taxable year or other  taxable  period of the Company
and its  Subsidiaries  for which an audit or other  examination  of Taxes by any
taxing  authority is currently in progress or, to the  knowledge of the Company,
threatened  against or with  respect to the  Company or any of its  Subsidiaries
that, if determined  adversely to the Company or its Subsidiaries,  would result
in a material Tax liability of the Company or its Subsidiaries after the Initial
Closing Date, and (II) the taxable years or other taxable periods of the Company
and its Subsidiaries which, for income tax purposes,  will not be subject to the
normally  applicable  statute  of  limitations  because  of  written  waivers or
agreements given by the Company or its  Subsidiaries.  No deficiencies for Taxes
have been claimed,  proposed or assessed by any taxing authority  against any of
the Company and its  Subsidiaries.  The Company has  delivered to the  Principal
Purchaser complete and accurate copies of all examination reports and statements
of  deficiencies  assessed  against  or agreed to be the  Company  or any of its
Subsidiaries since December 31, 1997.

               (iv) Other Tax Matters. Except as set forth in Section 3.01(n) of
the Company's disclosure letter attached hereto:

                    (1) neither the Company nor any of its Subsidiaries has made
any payments,  nor is or may become  obligated  (under any contract or agreement
entered into on or before the Initial  Closing Date) to make any payments,  that
will  be  non-deductible  under  Section  162(m)  or 280G  of the  Code  (or any
analogous provisions of state, local or foreign Tax law);

                    (2) the Company and each of its  Subsidiaries  has  withheld
and paid all Taxes  required to have been withheld and paid in  connection  with
amounts  paid  or  owing  to any  employee,  independent  contractor,  creditor,
stockholder  or other third party other than such Taxes which in the  aggregate,
are not  material,  and all material  Forms W-2 and 1099  required  with respect
thereto have been properly completed and timely filed;

                    (3)  there  are no liens  for  material  Taxes  (other  than
current  Taxes not yet due and  payable)  upon the assets or  properties  of the
Company or any of its Subsidiaries;

                    (4) the Company and its  Subsidiaries  are  entitled to each
Tax refund  claimed or received by the Company or any  Subsidiary on or prior to
the Initial Closing Date,  except to the extent the  disallowance of which would
not result in any  material  Tax  liability  or loss of a pending  material  Tax
refund claim;

                    (5) the  Company and its  Subsidiaries  are not and will not
become  liable for any  material  Taxes as a result of the  consummation  of the
transactions  contemplated  herein  and such  transactions  will not  create any
material  gains or income,  the  taxation  of which is deferred  under  Treasury
Regulation  Sections  1.1502-13  (or any similar  provision  of state,  local or
foreign law);

                    (6) neither the  Company  nor any of its  Subsidiaries  is a
party to any Tax  allocation,  sharing,  or similar  agreement  under  which the
Company or such Subsidiaries has any current or potential contractual obligation
to indemnify any other Person with respect to Taxes;

                    (7) the Company and each of its  Subsidiaries  has  properly
accrued on its  respective  financial  statements  all material Tax  liabilities
(determined in accordance with GAAP) and the amount so accrued is at least equal
to its respective liability for such Taxes; and

                    (8) neither the Company nor any of its  Subsidiaries has any
liability  for material  Taxes  arising as a result of the Company or any of its
Subsidiaries  at any time being a member of an  affiliated  group (as defined in
section 1504(a) of the Code and any analogous combined,  consolidated or unitary
group defined under state,  local or foreign  income Tax law) other than a group
the common parent of which is the Company or any of its Subsidiaries.

          (o)  Liabilities.  Except  as set  forth  in  Section  3.01(o)  of the
Company's disclosure letter, neither the Company nor any of its Subsidiaries has
any material  claims,  liabilities  or  indebtedness,  contingent  or otherwise,
required  to be set forth on the  Balance  Sheet in  accordance  with  generally
accepted  accounting  principles  except  as set forth in the  Balance  Sheet or
referred  to in the  footnotes  thereto,  and  except for  liabilities  incurred
subsequent to the Balance  Sheet Date in the ordinary  course of business or, if
incurred outside of the ordinary course of business,  liabilities that would not
have  a  material  adverse  effect  on the  Condition  of the  Company  and  its
Subsidiaries taken as a whole.

          (p) Intellectual Properties.


               (i) Section 3.01(p) of the Company's disclosure letter accurately
sets forth all of the  following  used,  held for use or  otherwise  covering or
claiming any  intellectual  property rights used in connection with the business
of the Company or its Subsidiaries as currently conducted:  (i) patents,  patent
rights,  and applications  therefor;  (ii) registered  trademarks and registered
service marks, and applications  therefor; and (iii) other material intellectual
property rights of any kind or nature,  including without limitation copyrights,
trade  secrets,   trade  names,  know  how  and  other  proprietary  rights  and
information (all of the foregoing collectively the "OSI Intellectual Property").

               (ii) The Company  and its  Subsidiaries  own or possess  adequate
licenses  or  other  valid  rights  to use all OSI  Intellectual  Property,  all
material  computer  software,  all material  collections of information (such as
data bases), used in the conduct of the Company's or any Subsidiary's  business,
and the Company is unaware of any assertion or claim challenging the validity of
any of the foregoing which would have a material adverse effect on the Condition
of the Company and its  Subsidiaries  taken as a whole.  To the Knowledge of the
Company,  the conduct of the  business of the  Company and its  Subsidiaries  as
currently  conducted does not conflict with,  infringe or  misappropriate in any
way any patent, patent right, license,  trademark,  trademark right, trade name,
trade name right,  service  mark,  copyright  or trade secret of any third party
that, individually or in the aggregate,  would have a material adverse effect on
the Condition of the Company and its  Subsidiaries  taken as a whole.  Except as
set forth in Section  3.01(p) of the Company's  disclosure  letter,  neither the
Company nor any  Subsidiary  has  received  since  December 10, 1999 any written
notices  of, and is not aware of any facts that  would be  reasonably  likely to
constitute, any infringement, misappropriation or conflict by the Company of any
intellectual  property  rights of any third party or the  invalidity  of any OSI
Intellectual Property (including, without limitation, any demand or request that
the Company or any Subsidiary  license or cease and desist from using any rights
of any third  party).  Except as set forth in Section  3.01(p) of the  Company's
disclosure  letter  neither the Company nor any  Subsidiary  has received  since
December 10, 1999 any written notice of  termination or expiration  with respect
to any OSI Intellectual  Property,  any material  computer  software (other than
generally  available  mass market  software)  and any  material  collections  of
information  (such as data bases) used in the Company's  business from the owner
thereof and the Company is unaware of any facts or  circumstances  that would be
reasonably likely to result in such a termination or expiration notice.

          (q) Environmental Laws and Regulations. Except as set forth in Section
3.01(q) of the Company's disclosure letter (a) Hazardous Materials have not been
(i)  generated,  used,  treated or stored  on, or  transported  to or from,  any
Company  Property  or  (ii)  Released  or  disposed  of on or from  any  Company
Property, except, in the case of clauses (i) or (ii) in a manner which could not
reasonably be expected to give rise to material  liabilities under Environmental
Law,  (b) the  Company and each of its  Subsidiaries  have  complied  and are in
compliance in all material respects with applicable  Environmental  Laws and the
requirements of any permits or orders issued under such Environmental  Laws, and
(c) there are no past, pending or, to the Company's Knowledge, threatened claims
under  Environmental  Law against the  Company or any of its  Subsidiaries.  For
purposes  of this  Agreement,  the  following  terms  shall  have the  following
meanings: (A) "Company Property" means any real property and improvements at any
time  owned,  leased,  or  operated  by the  Company  or any of its  affiliates,
Subsidiaries or any of their respective predecessors;  (B) "Hazardous Materials"
means (i) any petroleum or petroleum products,  radioactive materials or friable
asbestos and (ii) any chemicals,  materials or substances  defined as "hazardous
substances," under the Comprehensive Environmental Response,  Compensation,  and
Liability Act of 1980, as amended,  42 U.S.C.  Sections 9601 et seq.  ("CERCLA")
and (iii) all other  materials or substances  the Release of which is prohibited
or regulated or as to which liability may be imposed under  Environmental  Laws;
(C) "Environmental  Law" means any federal,  state or local statute,  law, rule,
regulation,  ordinance or code,  contractual  obligation  or common law or other
legal  requirement,  in each case in effect and as amended as of the date hereof
and  the  Initial  Closing  Date,  relating  to  the  environment  or  Hazardous
Materials,  including, without limitation, CERCLA; the Resource Conservation and
Recovery Act, as amended,  42 U.S.C.  Sections  6901 et seq.;  the Federal Water
Pollution  Control Act, as amended,  33 U.S.C.  Sections 1251 et seq.; the Toxic
Substances  Control Act, 15 U.S.C.  Sections 2601 et seq.; the Clean Air Act, 42
U.S.C.  Sections 7401 et seq.; the Safe Drinking  Water Act, 42 U.S.C.  Sections
3808 et  seq.;  and  (D)  "Release"  means  disposing,  discharging,  injecting,
spilling,  leaking, leaching,  dumping, emitting,  escaping,  emptying, seeping,
placing  and the  like,  into or upon any land or  water  or air,  or  otherwise
entering into the environment.

          (r) Conduct of Business.  Since the Balance Sheet Date,  except (a) as
set  forth in  Section  3.01(r)  of the  Company's  disclosure  letter or (b) as
contemplated or expressly  required or permitted by this Agreement,  the Company
has not taken any action  which,  if taken  subsequent  to the execution of this
Agreement  and on or prior to the  Initial  Closing  Date,  would  constitute  a
material  breach of the Company's  agreements  set forth in Section 4.03 of this
Agreement.

          (s) Broker's or Finder's Fee.  Except as set forth in Section  3.01(s)
of the  Company's  disclosure  letter and except for the fees and expenses to be
paid  and/or  reimbursed  to the  Principal  Purchaser  hereunder  and under any
Transaction Documents,  no agent, broker, Person or firm acting on behalf of the
Company is, or will be, entitled to any fee,  commission or broker's or finder's
fees from any of the parties hereto, or from any Person controlling,  controlled
by, or under common control with any of the parties  hereto,  in connection with
this Agreement or any of the transactions contemplated hereby.

          (t) Collection and Portfolio Services  Businesses.  Since December 31,
2000,  there  has not been any  change in the  terms or  conditions  (including,
without  limitation,  pricing)  under  which the  Company  performs  either debt
collection  services or portfolio  services that would be  reasonably  likely to
have  a  material  adverse  effect  on the  Condition  of the  Company  and  its
Subsidiaries taken as a whole. The Company is unaware of any facts that would be
reasonably  likely to cause a material  impairment  in the expected  realization
value of the Company's purchased portfolios taken as a whole.

          (u) Affiliate  Transactions.  The  Commission  Filings,  together with
Company's  Form 10-K for the year ended  December  31, 2000, a true and complete
copy of which has been provided to the Purchasers,  disclose all understandings,
agreements or arrangements with any stockholder or its Affiliates which would be
required to be  disclosed  pursuant to Item 404 of  Regulation  S-K  promulgated
under the Exchange  Act, if an Annual  Report on Form 10-K were made on the date
hereof.

          (v) Insurance.  (i) All of the Company's  insurance policies which are
intended  to cover  miscellaneous  professional  liability  claims  against  the
Company  and  its  Subsidiaries,  including  claims  related  to the  Fair  Debt
Collection  Practices Act and any state or local counterpart or equivalent,  are
listed in Section  3.01(v) of the  Company's  disclosure  letter,  including the
limits and deductibles related thereto. (ii) All such policies are in full force
and effect.

          (x)  Disclosure.  Except  as  set  forth  in  Section  3.01(x)  of the
Company's  disclosure  letter,  this  Agreement,   the  certificates  and  other
instruments  attached  hereto  or  delivered  pursuant  to this  Agreement,  the
Financial  Statements,  the Commission Filings,  the Company's disclosure letter
and to the extent listed or described on the Company's  disclosure  letter,  the
documents and  statements in writing which have been supplied by or on behalf of
the Company in connection with the transactions  contemplated by this Agreement,
when  considered  in their  entirety,  do not contain any untrue  statement of a
material  fact,  or  omit a  material  fact  necessary  to make  the  statements
contained herein or therein not misleading.

     3.02 Representations and Warranties of Purchaser. Each Purchaser, severally
and not  jointly,  represents  and warrants to the Company as of the date hereof
and as of the Initial Closing Date as follows:

          (a) Due Organization  and Power.  Each of GPII-A and GPII is a limited
partnership  duly organized and validly existing and (to the extent such concept
is applicable)  in good standing  under the laws of the State of Delaware.  Each
other Purchaser is duly organized,  validly  existing and in good standing under
the laws of the jurisdiction of its incorporation or formation.

          (b)  Authorization  and  Validity  of  Agreement.  Purchaser  has  all
requisite power and authority to execute and deliver this Agreement,  to perform
its  obligations  hereunder  and to  consummate  the  transactions  contemplated
hereby. The execution,  delivery and performance of this Agreement by Purchaser,
and the consummation by Purchaser of the transactions  contemplated  hereby, has
been duly authorized by Purchaser.  No other action on the part of Purchaser (or
its partners,  stockholders or members, as applicable) is necessary to authorize
the execution,  delivery and  performance of this Agreement by Purchaser and the
consummation of the transactions  contemplated  hereby.  This Agreement has been
duly  executed and  delivered by Purchaser  and,  assuming the due execution and
delivery of this Agreement by the Company,  is a valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its terms.

          (c) Consents and Approvals; No Violations. Assuming that, with respect
to each applicable Closing,  the filings, if any, required under the HSR Act are
made and the waiting period  thereunder has been terminated or has expired,  the
execution and delivery of this  Agreement by Purchaser and the  consummation  by
Purchaser  of the  transactions  contemplated  hereby will not:  (1) violate any
provision of the governing or charter instruments of Purchaser;  (2) violate any
statute,  ordinance,  rule,  regulation,  order or decree of any court or of any
governmental or regulatory body, agency or authority  applicable to Purchaser or
by which its properties or assets may be bound;  (3) require any filing with, or
permit,  consent or approval of, or the giving of any notice to any governmental
or regulatory body, agency or authority;  or (4) result in a violation or breach
of,  conflict with,  constitute  (with or without due notice or lapse of time or
both) a  default  (or give  rise to any right of  termination,  cancellation  or
acceleration)  under, or result in the creation of security interest,  charge or
Encumbrance  upon any of the properties or assets of Purchaser under, any of the
terms, conditions or provisions of any note, bond, mortgage, indenture, license,
franchise,  permit, agreement,  lease or other instrument or obligation to which
Purchaser is a party,  or by which its  properties or assets may be bound except
for in the case of  clauses  (3) and (4) above for such as would not  prevent or
materially  delay   consummation  of  the  transactions   contemplated  by  this
Agreement.

          (d)  Litigation.  There is no action,  suit,  proceeding  at law or in
equity,  or any  arbitration  or any  administrative  or other  proceeding by or
before  (or,  to  the  Knowledge  of  Purchaser,   any   investigation  by)  any
governmental or other instrumentality or agency, pending or, to the Knowledge of
Purchaser,  threatened, against or affecting Purchaser, or any of its properties
or  rights,  which  would  prevent  or  materially  delay  consummation  of  the
transactions contemplated by this Agreement.

          (e) Broker's or Finder's Fee. No agent, broker,  Person or firm acting
on behalf  of  Purchaser  is, or will be,  entitled  to any fee,  commission  or
broker's or finder's fees from the Company in connection  with this Agreement or
any of the transactions contemplated hereby.

          (f) No Registration of Shares. Purchaser is aware that the Sale Shares
have not been  registered  under the  Securities Act of 1933, as amended and the
rules and regulations  promulgated  thereunder (the "Securities  Act"), that the
offer and sale are intended to be exempt from registration  under the Securities
Act and the rules  promulgated  thereunder by the Commission,  and that the Sale
Shares cannot be sold,  assigned,  transferred,  or otherwise disposed of unless
they are  subsequently  registered under the Securities Act or an exemption from
such  registration  is available;  provided,  however,  that that subject to the
contractual  obligations of such Purchaser,  the disposition of such Purchaser's
property  shall at all  times  remain  within  the sole  control  of  Purchaser.
Purchaser  is also aware that sales or  transfers of the Sale Shares are further
restricted  by state  securities  laws and the  provisions  of the  Stockholders
Agreement and that the  certificates  for the Sale Shares will bear  appropriate
legends   restricting  their  transfer  pursuant  to  applicable  laws  and  the
Stockholders Agreement.

          (g) Suitability of Investment.

               (i)  Purchaser is acquiring  the Sale Shares for its own account,
for investment  purposes only and not with a view to the resale or  distribution
thereof in violation of the Securities Act;

               (ii)  Purchaser  has not and will not,  directly  or  indirectly,
offer, sell, transfer,  assign, exchange or otherwise dispose of all or any part
of the Sale  Shares,  except in  accordance  with  applicable  federal and state
securities laws and the Stockholders Agreement;  provided, however, that subject
to the  contractual  obligations  of such  Purchaser,  the  disposition  of such
Purchaser's  property  shall at all times  remain  within  the sole  control  of
Purchaser;

               (iii)  Purchaser has such  knowledge and experience in financial,
business and tax matters that it is capable of  evaluating  the merits and risks
relating to its investment in the Sale Shares and making an investment  decision
with respect to the Company,  and Purchaser has determined the Sale Shares are a
suitable  investment  for Purchaser and that Purchaser is able at this time, and
in the  foreseeable  future,  to bear the  economic  risk of a total loss of its
investment in the Company;

               (iv) Without limiting or modifying the Company's  representations
and  warranties  set  forth  in  Section  3.01  or  otherwise  delivered  to the
Purchasers hereunder or the right of the Purchasers to rely thereon, to the full
satisfaction  of Purchaser,  Purchaser has been given the  opportunity to obtain
information  and  documents  relating to the Company and to ask questions of and
receive answers from  representatives  of the Company concerning the Company and
the  investment  in the  Sale  Shares  and  Purchaser  has no  Knowledge  of any
information  that would make the  representations  and warranties of the Company
set forth in this Agreement untrue;

               (v) Neither  Purchaser nor any of its  affiliates  has engaged in
any activity that would be deemed a "general  solicitation" under the provisions
of Regulation D as promulgated under the Securities Act; and

               (vi) Purchaser is an "accredited  investor" within the meaning of
Rule 501 of Regulation D promulgated  under the  Securities  Act as presently in
effect.  If Purchaser is subject to ERISA, and is acquiring the Sale Shares as a
fiduciary  or agent for another  investor's  account,  Purchaser  will have sole
investment and voting discretion with respect to such account and will have full
power to make the  acknowledgements,  representations  and agreements  contained
herein on behalf of such account.

                                   ARTICLE IV
                      TRANSACTIONS PRIOR TO INITIAL CLOSING

     4.01 Access to Information  Concerning  Properties and Records.  During the
period commencing on the date hereof and ending on the Initial Closing Date, the
Company  shall,  and shall cause each of its  Subsidiaries  to, upon  reasonable
notice,  (i) afford the  Purchasers,  and their  counsel,  accountants,  funding
sources,   consultants  and  other  authorized   representative   (collectively,
"Purchasers' Representatives"),  full access during normal business hours to the
employees,  properties, books and records of the Company and its Subsidiaries in
order that they may have the  opportunity  to make such  investigations  as they
shall desire of the affairs of the Company and its Subsidiaries; (ii) furnish to
the  Purchasers  and the  Purchasers'  Representatives  such  financial,  legal,
technical,  personnel and operating  data and other  information as such Persons
may reasonably  request;  and (iii) instruct the Company's  employees,  counsel,
auditors and financial and industry  advisors to cooperate  with the  Purchasers
and the Purchasers'  Representatives  in their activities  reasonably related to
consummating  the  transactions   contemplated  hereby;   provided,   that  such
investigation  and assistance shall not  unreasonably  disrupt the personnel and
operations  of the Company and its  Subsidiaries.  In  addition,  for each month
prior to the Initial  Closing  beginning  with January,  2001, the Company shall
provide the  Purchasers  with an unaudited  consolidated  balance  sheet and the
related unaudited consolidated statement of operations, changes in stockholders'
equity and cash flows for the month then ended when and as such  statements  are
made  available to Madison  Dearborn  Capital  Partners  III, L.P. (the "Monthly
Financial  Statements").  The Monthly Financial Statements,  except as indicated
therein, shall be prepared in accordance with GAAP applied on a basis consistent
with the Financial  Statements  except that they need not contain  footnotes and
will be subject to year end adjustments.

     4.02  Confidentiality.  Information  obtained  by the  Principal  Purchaser
pursuant  to Section  4.01  hereof  shall be subject  to the  provisions  of the
Confidentiality  Agreement dated March 2, 2001 between the Company and Principal
Purchaser (the "Confidentiality Agreement").

     4.03  Conduct of the Business of the Company  Pending the Initial  Closing.
The Company  agrees that,  except as set forth in Section 4.03 of the  Company's
disclosure  letter and except as  permitted,  required  or  contemplated  by, or
otherwise  described in, this Agreement or otherwise consented to or approved by
the  Principal  Purchaser in writing,  during the period  commencing on the date
hereof and ending on the Initial Closing Date:

          (a) The  Company  and  each of its  Subsidiaries  will  conduct  their
respective  operations in the ordinary and usual course of business and will use
their  reasonably  best  efforts to preserve  intact their  respective  business
organization,  keep  available the services of their  officers and employees and
maintain  satisfactory  relationships with licensors,  suppliers,  distributors,
clients,  joint venture partners,  and others having business relationships with
them; and

          (b) Neither the Company nor any of its Subsidiaries shall (i) make any
change in or  amendment  to its  Certificate  of  Incorporation  or By-Laws  (or
comparable  governing  documents);  (ii) issue or sell any shares of its capital
stock (other than in connection  with the exercise of convertible or exercisable
securities  outstanding on the date hereof) or any of its other  securities,  or
issue or grant any securities  convertible into, or options,  warrants or rights
to purchase or  subscribe  to, or enter into any  arrangement  or contract  with
respect to the  issuance or sale of, any shares of its  capital  stock or any of
its other securities, or make any other changes in its capital structure;  (iii)
sell or pledge or agree to sell or  pledge  any stock  owned by it in any of its
Subsidiaries;  (iv)  declare,  pay,  set  aside  or make any  dividend  or other
distribution  or  payment  with  respect  to,  or  split,  combine,   redeem  or
reclassify,  or purchase or otherwise acquire any shares of its capital stock or
its other securities;  (v) cancel or materially  amend,  modify or supplement or
cancel any Material  Contract or release or relinquish any material rights under
any Material Contract without written notice thereof to the Principal  Purchaser
prior to or  concurrently  with such  action;  (vi)  transfer,  lease,  license,
guarantee,  sell, mortgage, pledge, dispose of, encumber or subject to any lien,
any  material  assets or incur or modify any  indebtedness  or other  liability;
(vii) make any change in its method of accounting other than such changes as may
be necessary or advisable to comply with  applicable  law or  regulation or with
generally accepted  accounting  principals after prior notice to the Purchasers;
(viii)  adopt a plan of complete or partial  liquidation,  dissolution,  merger,
consolidation,  restructuring,  recapitalization or other  reorganization of the
Company or any of its  Subsidiaries  not  constituting  an  inactive  Subsidiary
(other than the transactions  contemplated in this Agreement); or (ix) agree, in
writing or otherwise, to take any of the foregoing actions;  provided,  however,
the Company may take any action  reasonably  necessary to effectuate the payment
of  payment-in-kind  dividends  to  the  holders  of  the  Preferred  Stock,  in
accordance with the terms of the Preferred Stock.

     4.04 Reasonable Best Efforts.

          (a) Subject to the terms and conditions  provided herein,  the Company
and each Purchaser  shall,  and the Company shall cause each of its Subsidiaries
to, cooperate and use their respective reasonable best efforts to take, or cause
to be taken,  all  appropriate  action,  and to make,  or cause to be made,  all
filings necessary,  proper or advisable under applicable laws and regulations to
consummate and make effective the  transactions  contemplated by this Agreement.
Without  limiting the  generality  of the  foregoing,  the Company shall use its
reasonable  best efforts to (x) obtain,  prior to the Initial  Closing Date, all
licenses, permits, consents, waivers, approvals, authorizations,  qualifications
and orders of governmental authorities and parties to contracts with the Company
and its  Subsidiaries  as are necessary  for  consummation  of the  transactions
contemplated  by this Agreement and Purchaser  shall cooperate with, and use its
reasonable  best efforts to assist,  the Company  with  respect  thereto and (z)
obtain the waiver, extension and modification as contemplated in Section 5.03(f)
in the form  reasonably  requested  or  approved  by  Purchaser  and  reasonably
acceptable to the Company.  The Company shall submit to the  stockholders of the
Company for approval the Certificate Amendment and, assuming that such requisite
approval is obtained, on or prior to the Initial Closing the Company shall cause
such  Certificate  Amendment to be duly filed and recorded with and certified by
the  Secretary  of State of the State of  Delaware  and to be in full  force and
effect as of the Initial Closing Date.

          (b)  Prior  to the  Initial  Closing,  the  Company  and  each  of its
Subsidiaries  shall take all actions  that are required to be taken prior to the
Initial  Closing  to ensure  that  each  License  shall  remain in effect in all
material respects upon consummation of the transactions  contemplated hereby and
will use their reasonable best efforts to respond to requests and inquiries from
regulatory  agencies  regarding  Licenses.  Without limiting the foregoing,  the
Company and each of its Subsidiaries  shall use their reasonable best efforts to
comply with all notice, application, and change in control provisions associated
with any  License  that  requires  any action to be taken  prior to the  Initial
Closing  and to notify the  Purchasers  of any and all  conditions  of which the
Company  is aware with  which  Purchasers  and/or  the  Company  must  comply to
maintain in all  material  respects  each License with no gap in the coverage of
any License,  and each of the Company and the Purchasers  shall  cooperate fully
with each other to ensure such compliance.  Such notice to the Purchasers shall,
to the extent  practicable,  be given  sufficiently  in  advance of the  Initial
Closing to permit compliance with all applicable notice,  application and change
in control provisions associated with each License.

     4.05 Exclusive  Dealing.  During the period from the date of this Agreement
to the earlier of the  termination  of this  Agreement and the Initial  Closing,
neither the Company nor any  Stockholder  shall take,  and they shall not permit
any of their  respective  affiliates,  officers,  directors,  agents,  advisors,
attorneys,  or accountants or financing sources to take, any action to, directly
or  indirectly,  encourage,  initiate,  solicit  or  engage  in  discussions  or
negotiations  with, or provide any  information  to, any Person,  other than the
Principal Purchaser and its representatives,  concerning (i) any issuance of any
capital stock of the Company or its Subsidiaries  (other than in connection with
the exercise of options, warrants or other convertible securities outstanding on
the date  hereof) at a price per share  that would  trigger  any  preemptive  or
similar rights pursuant to Section 7 of the Stockholders Agreement assuming that
the Stockholders  Agreement was then effective,  or (ii) any merger, asset sale,
recapitalization   or  similar   transaction   involving   the  Company  or  its
Subsidiaries.  The Company will not solicit the consent of its  stockholders  to
vote their stock in the Company, and the Company will not vote the capital stock
of any of its  Subsidiaries,  in favor of any such purchase of any capital stock
of the Company, or any merger,  asset sale or similar  transaction.  The Company
will notify the Principal  Purchaser as soon as  practicable if any Person makes
any  proposal,  offer,  inquiry,  or contact to the Company  with respect to the
foregoing and shall  describe in  reasonable  detail the identity of such Person
and, the substance and material terms of any such contact and the material terms
of any such proposal.

     4.06 Notification of Certain Matters.  The Company shall give prompt notice
to the  Purchasers  of the  existence of any fact or  circumstance  of which the
Company becomes aware which would cause any  representation  or warranty made by
it  contained in this  Agreement  to be untrue in any material  respect or would
result in the failure of any  condition  precedent set forth in Article V at any
time from the date of this  Agreement to the Initial  Closing Date.  The Company
and each  Purchaser  shall give prompt notice to the other parties of any notice
or other  communication  from, any third party alleging that the consent of such
third  party  is  or  may  be  required  in  connection  with  the  transactions
contemplated by this Agreement.

     4.07 HSR.  Each  party  shall  file or cause to be filed,  as  promptly  as
practicable,  with the Federal Trade Commission and the United States Department
of Justice,  all reports and other documents  required to be filed by such party
under the HSR Act  concerning  the  transactions  contemplated  hereby and shall
promptly  comply with or cause to be  complied  with any  requests  made to such
party by the Federal Trade Commission or the United States Department of Justice
for additional  information  concerning such transactions,  in each case so that
any  waiting  period   applicable  to  this   Agreement  and  the   transactions
contemplated hereby under the HSR Act shall expire as soon as practicable.  Each
party agrees to request,  and to cooperate with the other parties in requesting,
early  termination  of any  applicable  waiting  period  under the HSR Act.  The
Principal  Purchaser  shall be  responsible  for any filing fees incurred by the
Principal Purchaser in connection with the filings required under the HSR Act.

                                    ARTICLE V
                      CONDITIONS PRECEDENT TO SALE OF STOCK

     5.01 Conditions to Each Party's Obligations.  The respective obligations of
each party to effect the  transactions  contemplated  hereby shall be subject to
the  fulfillment  or  waiver  at or  prior  to  each  Closing  of the  following
conditions:

          (a) No Injunction.  No  preliminary  injunction,  or decree,  or other
order shall have been issued by any court or by any  governmental  or regulatory
agency,  body or authority which prohibits the  consummation of the transactions
contemplated  by this  Agreement  which is in effect at the  Closing;  provided,
however,  that, in the case of any such injunction,  decree or other order, each
of the parties  hereto  shall have used  reasonable  best efforts to prevent the
entry of any such decree, injunction or other order and to appeal as promptly as
possible any such decree, injunction or other order that may be entered.

          (b) Statutes. No statute, rule, regulation, executive order, decree or
order of any kind shall have been enacted,  entered,  promulgated or enforced by
any court or  governmental  authority  which  prohibits the  consummation of the
transactions contemplated hereby.

          (c) HSR Act.  Any waiting  period  applicable  to the sale of the Sale
Shares  at the  Closing  under  the HSR  Act  shall  have  expired,  or  earlier
termination  thereof  shall  have been  granted,  and no action  shall have been
instituted  by either the United  States  Department  of Justice or the  Federal
Trade Commission to prevent the consummation of the transactions contemplated by
this  Agreement  at the Closing or to modify or amend such  transactions  in any
material manner or, if any such action shall have been instituted, it shall have
been  withdrawn  or a final  judgment  shall  have  been  entered  against  such
Department or Commission, as the case may be.

     5.02  Conditions  to  Obligations  of the Company.  The  obligation  of the
Company  to  effect  the  sale  of the  Sale  Shares  and to  effect  the  other
transactions contemplated hereby shall be subject to the fulfillment at or prior
to the Initial Closing of the following additional  conditions,  any one or more
of which may be waived by the Company:

          (a) Purchaser Representations and Warranties.  The representations and
warranties of the Purchasers  contained in this Agreement which are qualified as
to "materiality"  or "material  adverse effect" shall be true and correct in all
respects and the  representations and warranties of the Purchasers which are not
so qualified shall be true and correct in all material respects, in each case as
of the date hereof and as of the Initial  Closing with the same effect as though
such representations and warranties had been made on and as of such date.

          (b) Performance by Purchaser.  The Purchasers shall have performed and
complied in all material  respects with all of the covenants and  agreements and
satisfied  in all  material  respects  all of the  conditions  required  by this
Agreement to be performed or complied with or satisfied by the  Purchasers at or
prior to the Initial Closing.

          (c) Transaction Documents. The Purchasers shall each have executed and
delivered the Transactions Documents to which they are parties.

     5.03 Conditions to Obligations of the  Purchasers.  The obligations of each
Purchaser  to effect  the  purchase  of the Sale  Shares and to effect the other
transactions contemplated hereby shall be subject to the fulfillment at or prior
to the Initial Closing of the following additional  conditions,  any one or more
of which may be  waived by such  Purchaser  as to such  Purchaser's  obligations
hereunder:

          (a) Representations and Warranties. The representations and warranties
of  the  Company   contained  in  this  Agreement  which  are  qualified  as  to
"materiality"  or  "material  adverse  effect"  shall be true and correct in all
respects and the  representations and warranties of the Company which are not so
qualified  shall be true and  correct in all  material  respects  as of the date
hereof  and as of the  Initial  Closing  with the same  effect  as  though  such
representations and warranties had been made on and as of such date.

          (b) Performance.  The Company shall have performed and complied in all
material  respects with all the covenants  and  agreements  and satisfied in all
material respects all the conditions  required by this Agreement to be performed
or  complied  with or  satisfied  by such  parties  at or prior  to the  Initial
Closing.

          (c) No Material  Adverse  Change.  There shall have not occurred after
the date hereof any material  adverse change in the Condition of the Company and
its Subsidiaries taken as a whole.

          (d)  Certificate.  The Company shall have  delivered,  or caused to be
delivered,  at the Initial  Closing to the Purchasers a certificate  executed on
its behalf by its duly  authorized  officer in their  corporate  capacity to the
effect  that the  conditions  set  forth in  Subsections  5.03(a),  5.03(b)  and
5.03(c), above, have been satisfied.

          (e)  Transaction  Documents.  (i) The Company and each other Purchaser
shall each have executed and delivered the Transactions  Documents to which they
are parties,  and (ii) the Stockholders  Agreement and the  Registration  Rights
Agreement  shall have been duly executed and delivered by the requisite  parties
thereto  such that the  Stockholders  Agreement  dated  December 10, 1999 by and
among the Company, Madison Dearborn Capital Partners III, L.P. and certain other
stockholders of the Company and the Registration Rights Agreement dated December
10, 1999 by and among the Company,  Madison  Dearborn Capital Partners III, L.P.
and certain  other  stockholders  of the Company  shall each have been  amended,
restated and  superseded in its entirety by the  Stockholders  Agreement and the
Registration Rights Agreement, respectively.

          (f) Material  Consents.  The Company and its  Subsidiaries  shall have
procured:  (1) a duly  obtained  waiver in a form  reasonably  acceptable to the
Principal   Purchaser  under  the  DLJ  Credit  Agreement   providing  that  the
consummation of the transactions  contemplated  hereby shall not violate the DLJ
Credit Agreement and waiving the Company's  obligation  thereunder to deliver to
the lenders  thereunder any portion of any of the payments made hereunder by the
Purchasers  to the  Company in respect of their  purchase  of Sale Shares at any
Closing,  (2) a waiver  by the  parties  to the  Stockholders  Agreement  of any
preemptive  rights  or  rights  of  first  refusal  that  may  arise  under  the
Stockholders  Agreement with respect to any issuance hereunder at any Closing of
any Sale Shares,  and (3) all other third party consents necessary to consummate
the  transactions  contemplated  hereby  that,  if not  obtained,  would  have a
material  adverse  effect on the Condition of the Company and its  Subsidiaries,
taken as a whole.

          (g)  Participation  by  Other  Purchasers.  With  respect  only to the
Principal  Purchaser,  Purchasers  (other than the  Principal  Purchaser)  shall
purchase a total of 81,632.65 Sale Shares at the Initial Closing.

          (h) Opinion of Counsel.  The Purchasers shall have received an opinion
of  Kirkland  & Ellis,  counsel to the  Company,  in  substantially  the form of
Exhibit F.

          (i) Board of Directors.  A representative  of the Principal  Purchaser
shall have been duly elected to the Board of Directors of the Company  effective
immediately  following the Initial  Closing and such  representative  shall have
been given an  opportunity  to execute and deliver,  and the Company  shall have
offered  to  execute  and  deliver to such  representative,  an  indemnification
agreement with respect to such person's  services as a director in the Company's
standard form.

          (j) Certificate  Amendment.  The Certificate Amendment shall have been
filed with and certified by the Secretary of State of the State of Delaware.

                                   ARTICLE VI
                           CERTAIN ADDITIONAL MATTERS

     6.01 Survival, Etc. All representations and warranties in Sections 3.01 and
3.02 of this  Agreement (as modified by the Company's  disclosure  letter) shall
survive the Initial  Closing  until the date that is 12 months after the Initial
Closing Date;  provided,  however,  that with respect to the representations and
warranties set forth in Sections  3.01(c)(ii),  (f)(ii), (g), (h), (i), (j)(ii),
(k), (l),  (m),  (n), (p), (q), (r), (s), (t), (u),  (v)(ii) and (x) and Section
3.02(d) and (e), such  representations  and  warranties  shall survive only with
respect  to any  breach  of any such  representation  or  warranty  of which the
breaching  party  had  Knowledge.  Except  as  otherwise  set  forth in  Section
3.02(g)(iv), any rights or remedies based on such representations and warranties
will not be  affected by any  investigation  conducted  with  respect to, or any
knowledge  capable of being  acquired at any time,  whether  before or after the
execution and delivery of this  Agreement or the Initial  Closing,  with respect
to, any such  representation  or warranty.  The waiver of any condition based on
the accuracy of any  representation  or warranty,  or on the  performance  of or
compliance  with any  covenant  or  obligation,  will not  affect  any rights or
remedies based on such representations,  warranties,  covenants and obligations,
unless the related written waiver expressly so provides.  The termination of the
representations  and warranties provided herein shall not affect the rights of a
party in respect of any claim  made by such party in a writing  received  by the
other party prior to the expiration of the applicable  survival  period provided
herein.

     6.02. Finders Fees.

          (a) Subject to the terms and  conditions of this Section  6.02(a),  if
the Company  completes  an  Acquisition  which  Gryphon  Advisors II, LLC (or an
affiliate) ("Gryphon") introduced to the Company and/or any of its affiliates or
representatives,  the  Company  shall  pay  Gryphon  a fee  equal  to 2% of  the
Transaction Value and reimburse  Gryphon for any and all out-of-pocket  expenses
incurred by Gryphon and/or its affiliates in connection  with such  Acquisition.
The Company's  obligations to pay such fee and expense reimbursement are subject
to the conditions  that (i) the applicable  Acquisition is completed on or prior
to the first anniversary date of such  introduction,  and (ii) such introduction
is not made at a time that the business that is the subject of such  Acquisition
is conducting  or has announced to potential  purchasers an auction with respect
to the  sale  of such  business  and  such  auction  is  being  conducted  by an
investment  banking firm that has been  retained by the seller of such  business
and such investment bank is actively soliciting offers and participation in such
auction.  Such  fee and  expense  reimbursement  shall  be due and  payable,  in
immediately  available funds by wire transfer,  concurrently with the closing of
the  Acquisition,  provided that if, by virtue of an "earn out" or other similar
contingent  consideration,  the  Transaction  Value is subject to future  upward
adjustment,  the fee with respect to such additional  Transaction Value shall be
paid promptly after any future payments of contingent consideration.

          (b) An "Acquisition" shall mean the purchase by the Company and/or any
of its affiliates, by stock purchase, merger, consolidation, recapitalization or
acquisition of assets, of any business. "Transaction Value" shall mean the total
fair market value (at the time of closing) of all consideration (including cash,
securities,  property and the principal  amount of all  indebtedness  (including
bank debt) and capital  leases that are assumed or paid by the Company or any of
its Subsidiaries) paid or payable,  or otherwise to be distributed,  directly or
indirectly,  to the acquired  company or its shareholders in connection with the
Acquisition.  If the Acquisition takes the form of a recapitalization or similar
transaction,  "Transaction  Value"  will also  include  the value of all  shares
retained by the shareholders of the acquired company.  Any acts taken by Gryphon
with respect to the foregoing shall be on a non-exclusive basis.  Gryphon's sole
responsibility  will be to  introduce  the  Company  and/or  its  affiliates  or
representatives  to a prospective  Acquisition  candidate,  and Gryphon will not
negotiate  with any such  prospective  Acquisition  candidate  on  behalf of the
Company and/or its affiliates or representatives.

     6.03 Board Observer Rights; Certain Information Rights.

          (a) Without limiting any of the Principal Purchaser's rights under any
of the Transaction  Documents,  the Principal  Purchaser shall have the right to
designate a  representative  to attend all  meetings of the  Company's  Board of
Directors and all meetings of any committees of the Company's Board of Directors
in each case in a non-voting observer capacity (the "Gryphon Observer"), and, in
this respect,  the Company  shall give the  Principal  Purchaser and the Gryphon
Observer  copies of all notices,  minutes,  consents and other materials that it
provides to its directors;  provided,  however, that (i) the Principal Purchaser
agrees,  and  any  Gryphon  Observer  will  agree,  to hold  in  confidence  all
information so provided and not to use or disclose any confidential  information
provided to or learned by it in connection with its rights under this Agreement,
and (ii) that the board  observation  rights  pursuant to this  Section  6.03(a)
shall be  temporarily  suspended with respect to any portion of a meeting if, in
the opinion of counsel of the Company, the Gryphon Observer's attendance at such
portion of the  meeting  could  violate  any  member of the Board of  Directors'
fiduciary duty, any confidentiality  obligation or any attorney-client privilege
that may exist in connection  with such meeting.  The board  observation  rights
pursuant to this Section  6.03(a) shall terminate on the first date on which the
Principal  Purchaser (together with its affiliated funds) owns collectively less
than 25% of the Sale Shares owned by the  Principal  Purchaser as of the Initial
Closing Date.

          (b) The Company  agrees that GPII shall have at all times during which
it owns any interest in the stock of the Company,  the right to consult with and
advise  management  of the Company on  significant  business  issues,  including
management's  proposed  annual  operating  plans and to meet with the  Company's
management at the  Company's  facilities  at mutually  agreeable  times for such
consultation  and advice and to review progress in achieving such plans,  and in
connection  therewith,  (i) to  inspect  and copy the books and  records  of the
Company; (ii) to inspect the Company's  properties;  (iii) to receive and review
the  Company's  financial  statements;  (iv) to  receive  materials  sent by the
Company to the Company's  board of directors,  and (v) otherwise to routinely to
consult with and advise the management of the Company on matters relating to the
Company's business and affairs.

                                   ARTICLE VII
                           TERMINATION AND ABANDONMENT

     7.01  Termination.  This Agreement may be terminated  and the  transactions
contemplated hereby may be abandoned, at any time prior to the Initial Closing:

          (a) by mutual consent of the Company and the Principal Purchaser;

          (b) by the  Company or the  Principal  Purchaser  if the  transactions
contemplated hereby to be consummated at the Initial Closing shall not have been
consummated  on or before April 30, 2001 (or such later date as may be agreed to
in writing by the Company and the Principal Purchaser), by reason of the failure
of any condition to the consummation of the transactions  contemplated hereby at
such Initial Closing which must be fulfilled to its satisfaction;  provided that
no party may terminate this Agreement under this Section 7.01(b) if such failure
has been caused primarily by such party's material breach of this Agreement;

          (c) by the Company  prior to the Initial  Closing if (a) there are any
inaccuracies,  misrepresentations  or  breaches  of  the  Principal  Purchaser's
representations  or  warranties in this  Agreement,  such that the condition set
forth in Section 5.02(a) to the Company's  obligation to effect the transactions
contemplated hereby cannot be met in connection with the Initial Closing, or (b)
the  Principal  Purchaser  has  breached  or failed to perform  in all  material
respects any of its  material  covenants or  agreements  contained  herein as to
which  notice  has  been  given to the  Principal  Purchaser  and the  Principal
Purchaser  has failed to cure or  otherwise  resolve the same to the  reasonable
satisfaction  of the  Company  within  fifteen  (15) days after  receipt of such
notice;

          (d) by the  Principal  Purchaser  prior to the Initial  Closing if (a)
there  are  any  inaccuracies,  misrepresentations  or  breaches  of  any of the
Company's  representations  or  warranties  in this  Agreement,  such  that  the
condition set forth in Section 5.03(a) to the Principal  Purchaser's  obligation
to effect the transactions  contemplated hereby cannot be met in connection with
the Initial Closing, or (b) the Company has breached or failed to perform in all
material respects any of their material covenants or agreements contained herein
as to which  notice has been given to the  Company and the Company has failed to
cure or  otherwise  resolve  the  same  to the  reasonable  satisfaction  of the
Principal Purchaser within fifteen (15) days after receipt of such notice; or

          (e) by the Company or the Principal  Purchaser if a court of competent
jurisdiction or other  governmental  body shall have issued an order,  decree or
ruling or taken any other action restraining, enjoining or otherwise prohibiting
the transactions  contemplated  hereby and such order,  decree,  ruling or other
action shall have become final and nonappealable.

     7.02  Effect  of  Termination.  In the  event  of the  termination  of this
Agreement  pursuant to Section  7.01 hereof by the  Principal  Purchaser  or the
Company,  written notice thereof shall  forthwith be given to the other party or
parties  specifying the provision  hereof pursuant to which such  termination is
made,  this  Agreement  shall be void and have no effect,  and there shall be no
liability hereunder on the part of any party hereto,  except that Sections 4.02,
8.01,  8.13 and this Section 7.02 hereof shall survive any  termination  of this
Agreement.  Nothing  in this  Section  7.02  shall  relieve  any  party  to this
Agreement of liability for breach of this Agreement. Nothing in this Article VII
is intended to limit any party's right to terminate this  Agreement  pursuant to
Section 1.02.

                                  ARTICLE VIII
                                  MISCELLANEOUS

     8.01 Fees and Expenses.  All costs and expenses incurred in connection with
this Agreement and the  consummation  of the  transactions  contemplated  hereby
shall be paid by the party incurring such costs and expenses; provided, that:

          (a) the Company shall  reimburse  Principal  Purchaser for (i) 100% of
the  previously  unreimbursed  Principal  Purchaser's  Transaction  Expenses (as
defined below) up to an aggregate  maximum  reimbursement of $200,000,  and (ii)
50% of all of the Principal  Purchaser's  Transaction Expenses in excess of such
initial $200,000 reimbursed amount;

          (b)  the  Company  shall  pay to  Gryphon  at the  Initial  Closing  a
transaction  fee equal to 4.0% of the  aggregate  payment made by the  Principal
Purchaser in respect of the Principal Purchaser's purchase of Sale Shares at the
Initial Closing.

          (c) the  Company  shall pay to  Gryphon at each  Subsequent  Closing a
transaction  fee equal to 3.0% of the  aggregate  payment made by the  Principal
Purchaser  in respect of the  Principal  Purchaser's  purchase of Sale Shares at
each such Subsequent Closing.

     Such amounts  shall be paid at the  applicable  Closing (and in the case of
clause (a), at the Initial  Closing) to the extent not previously  reimbursed or
paid. For purposes of this Section 8.01, the "Principal Purchaser's  Transaction
Expenses"  shall  mean the  reasonable  out of pocket  expenses,  including  the
reasonable  fees  and  expenses  of third  parties,  incurred  by the  Principal
Purchaser  in  connection  with and  related  to the  transactions  contemplated
hereunder during the period up to and including the Initial Closing Date.

     8.02 Transfer Taxes.  Except as provided  herein,  all transfer,  sales and
use,  registration,  stamp and  similar  Taxes  imposed in  connection  with any
transaction  that occurs pursuant to this Agreement shall be borne solely by the
Company.

     8.03  Extension;  Waiver.  At any time  prior to a Closing,  the  Principal
Purchaser  (on the one hand) and, the Company (on the other hand) may (i) extend
the time for the  performance  of any of the  obligations  or other  acts of the
other parties hereto,  (ii) waive any  inaccuracies in the  representations  and
warranties  contained  herein by any other  applicable party or in any document,
certificate or writing  delivered  pursuant hereto by any other applicable party
or (iii) waive  compliance  with any of the  agreements or conditions  contained
herein;  provided,  that no such extension or waiver which adversely affects the
rights and obligations of any Purchaser in a manner that does not equally affect
all  similarly  situated  Purchasers  may be made  without the  approval of each
Purchaser so affected.  Any such  extension or waiver shall be valid only if set
forth in an instrument in writing signed by the party to be bound  thereby.  Any
waiver  of any term or  condition  shall  not be  construed  as a waiver  of any
subsequent  breach or a subsequent  waiver of the same term or  condition,  or a
waiver of any other term or  condition,  of this  Agreement.  The failure of any
party to assert any of its rights hereunder shall not constitute a waiver of any
of such rights.

     8.04 Public  Announcements.  The Company,  on the one hand,  and  Principal
Purchaser, on the other hand, agree to consult promptly with each other prior to
issuing any press release or otherwise  making any public statement with respect
to the  transactions  contemplated  hereby,  and shall not issue any such  press
release or make any such public statement prior to such  consultation and review
by the other party of a copy of such release or  statement,  unless  required by
applicable law,  including  without  limitation the rules and regulations of the
Commission.  No Purchaser other than the Principal Purchaser shall make or issue
any such  statement  or release  without  the prior  approval  of the  Principal
Purchaser and the Company.

     8.05  Indemnification.  From and after the  Initial  Closing,  the  Company
shall,  and each Purchaser  shall vote its shares in the Company to, maintain in
effect in the  Certificate of  Incorporation  of the Company the provisions with
respect to  indemnification  set forth in Article  Eighth of the  Certificate of
Incorporation of the Company and the  corresponding  provisions in the Bylaws of
the Company,  each as in effect at the Initial  Closing,  which provisions shall
not be  amended,  repealed  or  otherwise  modified  in any  manner  that  would
adversely affect the rights  thereunder of individuals (or their estates) who at
the date of this  Agreement  and/or as of the  Initial  Closing  or  immediately
following  the Initial  Closing are or were  directors,  officers,  employees or
agents of the Company or its Subsidiaries, unless such amendment or modification
is required by law or is consented to in writing by holders of a majority of the
Sale Shares.  This Section 8.05 shall  terminate on the earlier of (i) the sixth
anniversary  of the Initial  Closing Date, and (ii) the first date following the
Initial  Closing  Date (or,  if later,  the date on which a designee  of GPII or
GPII-A is first  elected or  appointed to the Board of Directors of the Company)
on which no individual  designated by either GPII or GPII-A is an elected member
of the Board of Directors of the Company.

     8.06  Notices.   All  notices,   requests,   demands,   waivers  and  other
communications  required or permitted to be given under this Agreement  shall be
in writing addressed as follows:

          (a)  if to the Company, to it at:

               390 South Woods Mill Road, Suite 350
               Chesterfield, Missouri 63017
               Attention: Eric R. Fencl
               General Counsel
               Phone: (314) 576-0022
               Fax: (314) 576-1867

               with a copy to:
               Kirkland & Ellis
               200 East Randolph Drive
               Chicago, IL 60601
               Attention: Richard W. Porter
               Phone: (312) 861-2000
               Fax: (312) 861-2200

          (b)  if to Principal Purchaser, to it at:

               Gryphon Partners II, L.P.
               One Embarcadero Center,  Suite 2750
               San Francisco, CA 94111
               Attention: Patrick Haiz
               Phone: (415) 217-7400
               Fax: (415) 217-7447

               with a copy to:

               Latham & Watkins
               505 Montgomery Street, Suite 1900
               San Francisco, CA 94111
               Attention: Scott R. Haber
               Phone: (415) 395-8137
               Fax: (415) 395-8095

          (c)  if to any other Purchaser, to the address set forth opposite each
of their names on the signature pages hereto, or to such other Person or address
as any party shall specify by notice in writing to each of the other parties.

          (d)  Any such  notice shall be  deemed to have  been  received  by the
addressee (i) when received if personally  delivered to the addressee's  address
as specified above, (ii) upon electronic confirmation of receipt, if transmitted
by telecopy  and  confirmed  by a copy sent for next day  delivery to a domestic
address by a nationally  recognized  overnight  delivery service (e.g.,  Federal
Express);  provided that if  transmitted  by telecopy after 5:00 p.m. local time
for the recipient,  then deemed receipt shall be on the next business day, (iii)
the day after it is sent, if sent for next day delivery to a domestic address by
a nationally recognized overnight delivery service, and (iv) three days from the
date of deposit in the U.S. mails, if sent by certified or registered U.S. mail,
return  receipt  requested;  provided,  however,  that a notice  of a change  of
address shall be effective only upon receipt thereof.

     8.07 Entire  Agreement.  This  Agreement  and the  Exhibits,  the Company's
disclosure letter and other documents  referred to herein or delivered  pursuant
hereto  and  the  Confidentiality  Agreement  collectively  contain  the  entire
understanding of the parties hereto with respect to the subject matter contained
herein and supersede all prior agreements and understandings,  oral and written,
with respect thereto.

     8.08 Binding Effect; Benefit; Assignment. This Agreement shall inure to the
benefit  of  and be  binding  upon  the  parties  hereto  and  their  respective
successors  and  permitted  assigns,  but neither this  Agreement nor any of the
rights,  interests  or  obligations  hereunder  shall be  assigned by any of the
parties hereto without the prior written  consent of the other parties.  Nothing
in this  Agreement,  expressed  or implied,  is intended to confer on any Person
other than the  parties  hereto or their  respective  successors  and  permitted
assigns, any rights, remedies,  obligations or liabilities under or by reason of
this Agreement  except for Section 8.06 which shall inure to, and be enforceable
by, the intended beneficiaries thereof.

     8.09  Amendment  and  Modification.  This  Agreement  may  not be  amended,
modified and supplemented  except in writing  executed by the (i) Company,  (ii)
the  Principal  Purchaser  and (iii) the  Purchasers  (other than the  Principal
Purchaser)  representing  at least  50% of the Sale  Shares  purchased  or to be
purchased by such Purchasers (other than the Principal Purchaser) hereunder.

     8.10  Headings.  The  descriptive  headings  of the  several  Articles  and
Sections of this Agreement are inserted for convenience  only, do not constitute
a part of this  Agreement  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

     8.11 Counterparts.  This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original, and all of which together shall
be deemed to be one and the same instrument.

     8.12  Applicable  Law. This Agreement and the legal  relations  between the
parties hereto shall be governed by and construed in accordance with the laws of
the State of New York,  without  regard to the  conflict of laws rules  thereof.
Each of the parties hereto hereby irrevocably acknowledges and consents that any
legal  action or  proceeding  brought  with  respect  to any of the  obligations
arising  under or  relating  to this  Agreement  shall be  brought in the United
States District Court for the Northern District of Illinois,  or, if such courts
do not have  jurisdiction  over  such  claims,  in the  courts  of the  State of
Illinois as the party bringing such action or proceeding may elect,  and each of
the parties hereto hereby irrevocably  submits to and accepts with regard to any
such action or proceeding, for itself and in respect of its property,  generally
and  unconditionally,  the jurisdiction of the aforesaid  courts.  The foregoing
shall not limit the  rights of any party to serve  process  in any other  manner
permitted by law. The foregoing  consents to  jurisdiction  shall not constitute
general  consents to service of process in the State of Illinois for any purpose
except as provided  above and shall not be deemed to confer rights on any Person
other than the  respective  parties to this  Agreement.  To the  fullest  extent
permitted by  applicable  law,  each of the parties  hereto  hereby  irrevocably
waives the  objection  which it may now or  hereafter  have to the laying of the
venue of any suit,  action or  proceeding  arising  out of or  relating  to this
Agreement in any of the courts referred to above and hereby further  irrevocably
waives  any claim  that any such  court is not a  convenient  forum for any such
suit, action or proceeding.

     8.13  Severability.   If  any  term,  provision,  covenant  or  restriction
contained  in this  Agreement is held by a court of  competent  jurisdiction  or
other  authority to be invalid,  void,  unenforceable  or against its regulatory
policy,  the  remainder of the terms,  provisions,  covenants  and  restrictions
contained in this  Agreement  shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.

     8.14 Certain Definitions.

          (a) "Person"  shall mean and include an individual,  a partnership,  a
joint venture, a corporation, a trust, an unincorporated  organization,  a group
and a government or other department or agency thereof.

          (b) "Subsidiary," with respect to the Company,  shall mean and include
(x) any  partnership of which the Company or any Subsidiary is a general partner
or (y) any other entity in which the Company or any of its Subsidiaries  owns or
has the power to vote 50% or more of the equity  interests in such entity having
general  voting power to  participate  in the election of the governing  body of
such entity, in each case,  including without  limitation,  the Subsidiaries set
forth on Schedule 3.01(c)(ii) of the Company's disclosure letter.

          (c) "Knowledge"  shall mean,  with regard to any natural  person,  the
actual knowledge of such person; and with regard to any party hereto, the actual
knowledge of the executive officers of such party; provided,  however, that with
respect to (i) the  Company,  "Knowledge"  shall mean the  actual  knowledge  of
Timothy G. Beffa, Gary L. Weller,  Bryan K. Faliero, and Eric R. Fencl; and (ii)
GPII and GPII-A, "Knowledge"shall mean the actual  knowledge of R. David Andrews
and Patrick Haiz.

          (d) A  "business  day" shall  mean,  any day,  other than a  Saturday,
Sunday or a day on which banks located in Chicago,  Illinois shall be authorized
or required by law to close.

          (e)  "Tax" or  "Taxes"  means any  federal,  state,  local or  foreign
income, gross receipts, license, payroll, employment,  excise, severance, stamp,
occupation,  premium, windfall profits,  environmental,  customs duties, capital
stock,  franchise,   profits,   withholding,   social  security,   unemployment,
disability,   real  property,   personal   property,   sales,   use,   transfer,
registration,  value added,  alternative or add-on minimum,  estimated, or other
tax of any  kind  whatsoever,  including  any  interest,  penalty,  or  addition
thereto, whether disputed or not.

          (f) "Tax  Return"  means any return,  declaration,  report,  claim for
refund,  or  information  return or statement  relating to Taxes,  including any
schedule or attachment thereto, and including any amendment thereof.

                            [SIGNATURE PAGE FOLLOWS]



<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed on their respective behalf, by their respective officers thereunto
duly authorized, all as of the date first above written.


THE COMPANY:                                OUTSOURCING SOLUTIONS INC.

                                            By:/s/ Timothy G. Beffa
                                               -----------------------
                                            Name:  Timothy G. Beffa
                                            Title:  President



<PAGE>


PURCHASERS:                                 GRYPHON PARTNERS II, L.P.,
                                            a Delaware limited partnership

                                              By: Gryphon GenPar II, LLC
                                              Its: General Partner


                                                  By:/s/ R. David Andrews
                                                     --------------------
                                                  Name: R. David Andrews
                                                  Title: President


                                            GRYPHON PARTNERS II-A, L.P.,
                                            a Delaware limited partnership

                                              By: Gryphon GenPar II, LLC
                                              Its: General Partner


                                                  By:/s/ R. David Andrews
                                                     --------------------
                                                  Name: R. David Andrews
                                                  Title: President


<PAGE>


                                   MADISON DEARBORN CAPITAL PARTNERS III, L.P.

                                      By: Madison Dearborn Partners III, L.P.
                                      Its: General Partner

                                         By: Madison Dearborn Partners, Inc.
                                         Its: General Partner

                                              By:/s/ Paul R. Wood
                                                 ---------------------------
                                              Name:  Paul R. Wood
                                              Title:  Managing Director


                                   Address for Notice:

                                   Madison Dearborn Capital Partners III, L.P.
                                   -------------------------------------------
                                   Three First National Plaza, Suire 3800
                                   -------------------------------------------
                                   Chicago, IL  60602
                                   -------------------------------------------
                                   Attention: Timothy Hurd
                                             ------------------
                                   Phone: (312) 895-1170
                                         ------------------
                                   Fax: (312) 895-1156
                                       ------------------

                                   With a Copy to:

                                   Kirkland & Ellis
                                   ---------------------
                                   200 E. Randolph Drive
                                   ---------------------
                                   Chicago, IL  60601
                                   ---------------------
                                   Attention: Richard W. Porter
                                             ------------------
                                   Phone: (312) 861-2000
                                         ------------------
                                   Fax: (312) 861-2200
                                       ------------------


<PAGE>


                                   ABBOTT CAPITAL PRIVATE EQUITY FUND III, L.P.

                                   By: Abbott Capital Management, LLC
                                   Its: Investment Manager


                                      By:   /s/ Kathryn J. Stokel
                                            --------------------------
                                            Kathryn J. Stokel
                                      Its:  Managing Director

                                   Address for Notice:

                                   c/o Abbott Capital Management, LLC
                                   ----------------------------------
                                   1330 Avenue of the Americas
                                   ----------------------------------
                                   New York, NY  10019
                                   ----------------------------------
                                   Attention: Kathryn J. Stokel
                                             ------------------
                                   Phone: (212) 757-2700
                                         ------------------
                                   Fax: (212) 757-0835
                                       ------------------

                                   With a Copy to:

                                   Testa, Hurwitz & Thibeault
                                   --------------------------
                                   125 High Street
                                   --------------------------
                                   Boston, MA  02110
                                   --------------------------
                                   Attention: Alan Applebaum
                                             ------------------
                                   Phone: (617) 248-7573
                                         ------------------
                                   Fax: (617) 248-7100
                                       ------------------

<PAGE>



                                   BNY PARTNERS FUND L.L.C.

                                   By:   BNY Private Investment Management, Inc.
                                   Its:  Member Manager


                                         By:  /s/ Burton M. Siegel
                                              --------------------
                                              Burton M. Siegel
                                         Its: Senior Vice President

                                   Address for Notice:

                                   c/o Abbott Capital Management, LLC
                                   ----------------------------------
                                   1330 Avenue of the Americas
                                   ----------------------------------
                                   New York, NY  10019
                                   ----------------------------------
                                   Attention: Kathryn J. Stokel
                                             ------------------
                                   Phone: (212) 757-2700
                                         ------------------
                                   Fax: (212) 757-0835
                                       ------------------

                                   With a Copy to:

                                   Testa, Hurwitz & Thibeault
                                   --------------------------
                                   125 High Street
                                   --------------------------
                                   Boston, MA  02110
                                   --------------------------
                                   Attention: Alan Applebaum
                                             ------------------
                                   Phone: (617) 248-7573
                                         ------------------
                                   Fax: (617) 248-7100
                                       ------------------


<PAGE>




                                   DB CAPITAL INVESTORS, L.P.

                                   By:  DB Capital Partners, L.P.
                                   Its: General Partner

                                        By: DB Capital Partners, Inc.


                                        By: /s/ Jon E. Mattson
                                            --------------------
                                            Name: Jon E. Mattson
                                            Its: Vice President

                                   Address for Notice:

                                   130 Liberty St.
                                   --------------------
                                   New York, NY  10006
                                   --------------------
                                   Attention: Jon Mattson
                                             --------------------
                                   Phone: (212) 250-8199
                                         --------------------
                                   Fax: (212) 250-7651
                                       --------------------

                                   With a Copy to:

                                   Tyler Zachem
                                   --------------------
                                   130 Liberty Street
                                   --------------------
                                   New York, NY  10006
                                   --------------------
                                   Attention:
                                             ------------------
                                   Phone: (212) 250-8199
                                         ------------------
                                   Fax: (212) 250-7651
                                       --------------------


<PAGE>




                                   FIRST UNION CAPITAL PARTNERS 2001, LLC


                                   By:/s/ Fredrick W. Eubank, II
                                      --------------------------
                                   Name: Fredrick W. Eubank, II
                                   Its:  Partner

                                   Address for Notice:

                                   301 South College Street
                                   One First Union Center, 12th Floor
                                   Charlotte, NC 25288-4845
                                   Attention: Frederick W. Eubank, II
                                   Tel: (704) 374-7100
                                   Fax: (704) 374-6711

                                   With a copy (which shall not
                                     constitute notice) to:

                                   Kennedy Covington Cobdell & Hickman, L.L.P.
                                   Bank of America Corporate Center
                                   100 N. Tryon Street, Suite 4200
                                   Attention: Benjamin A. Yarbrough
                                   Tel: (704) 331-7400
                                   Fax: (704) 331-7598


<PAGE>


                                    EXHIBIT A
                             SCHEDULE OF PURCHASERS


------------------------------------ ------------------------------------------
                                           Sale Shares To Be Purchased at
       Name of Purchaser                          Initial Closing

------------------------------------ ------------------------------------------
------------------------------------ ------------------- ----------------------
                                         Number of                 Aggregate
                                        Sales Shares            Purchase Price
------------------------------------ ------------------- ----------------------
------------------------------------ ------------------- ----------------------
Gryphon Partners II, L.P.                    381,340.41            $18,685,680
------------------------------------ ------------------- ----------------------
------------------------------------ ------------------- ----------------------
Gryphon Partners II-A, L.P.                   26,822.86              1,314,320
------------------------------------ ------------------- ----------------------
------------------------------------ ------------------- ----------------------
Madison Dearborn
  Capital Partners III, L.P.                  16,970.13            $831,536.30
------------------------------------ ------------------- ----------------------
------------------------------------ ------------------- ----------------------
Madison Dearborn
  Special Equity III, L.P.                       376.81             $18,463.70
------------------------------------ ------------------- ----------------------
------------------------------------ ------------------- ----------------------
First Union
  Capital Partners 2001, L.L.C.               17,346.94               $850,000
------------------------------------ ------------------- ----------------------
------------------------------------ ------------------- ----------------------
DB Capital Investors, L.P.                     6,122.45               $300,000
------------------------------------ ------------------- ----------------------
------------------------------------ ------------------- ----------------------
Abbott Capital
  Private Equity Fund III, L.P.               29,154.51             $1,428,571
------------------------------------ ------------------- ----------------------
------------------------------------ ------------------- ----------------------
BNY Partners Fund L.L.C.                      11,661.82               $571,429
------------------------------------ ------------------- ----------------------
------------------------------------ ------------------- ----------------------
TOTAL:
------------------------------------ ------------------- ----------------------




<PAGE>
                          STOCK SUBSCRIPTION AGREEMENT

                                  BY AND AMONG

                           GRYPHON PARTNERS II, L.P.,

                          GRYPHON PARTNERS II-A, L.P.,

                           OUTSOURCING SOLUTIONS INC.

                                       AND

               CERTAIN STOCKHOLDERS OF OUTSOURCING SOLUTIONS INC.

                           WHO ARE SIGNATORIES HERETO





                            Dated as of April 3, 2001