FIFTH SUPPLEMENTAL INDENTURE, dated as of April 30, 2001 (the "Supplemental
Indenture")  between Outsourcing  Solutions Inc., a corporation  organized under
the  laws of the  State  of  Delaware  (the  "Company"),  and  Pacific  Software
Consulting,  LLC, a Delaware limited liability company ("Additional  Guarantor")
(as defined  below) and  Wilmington  Trust Company (the  "Trustee"),  as Trustee
under the Indenture (as defined below).  Capitalized  terms used and not defined
herein shall have the same  meanings  given in the  Indenture  unless  otherwise
indicated.

     WHEREAS, the Company, the Guarantors thereto and the Trustee are parties to
that certain Indenture dated as of November 6, 1996 (the  "Indenture")  pursuant
to which the Company issued its 11% Senior Subordinated Notes 2006 (the "Notes")
and the Guarantors guaranteed the obligations of the Company under the Indenture
and the Notes;

     WHEREAS, pursuant to Section 4.18 of the Indenture, if the Company acquires
or creates any additional subsidiary which is a domestic Restricted  Subsidiary,
each such subsidiary shall execute and deliver a supplemental indenture pursuant
to  which  such  subsidiary   shall   unconditionally   guaranty  the  Company's
obligations under the Notes;

     WHEREAS,  the Additional  Guarantor is a domestic Restricted  Subsidiary of
the Company;

     WHEREAS,  the  Company  and  the  Trustee  desire  to have  the  Additional
Guarantor  enter into this  Supplemental  Indenture  and agree to  guaranty  the
obligations  of the Company under the Indenture and the Notes and the Additional
Guarantor  desires to enter into the Supplemental  Indenture and to guaranty the
obligations of the Company under the Indenture and the Notes as of such date;

     WHEREAS,  Section 9.01 of the  Indenture  provides  that the  Company,  the
Guarantors  and the Trustee may,  without the written  consent of the holders of
the outstanding Notes, amend the Indenture as provided herein;

     WHEREAS, by entering into this Supplemental Indenture, the Company, and the
Trustee have  consented to amend the Indenture in accordance  with the terms and
conditions herein; and

     WHEREAS,  each  Guarantor  hereby  acknowledges  and  consents to amend the
Indenture in accordance with the terms and conditions herein;

     WHEREAS, all acts and things prescribed by the Articles of Organization and
the  Limited  Liability  Company  Agreement  (each  as  now  in  effect)  of the
Additional  Guarantor  necessary  to make this  Supplemental  Indenture  a valid
instrument  legally binding on the Additional  Guarantor for the purposes herein
expressed, in accordance with its terms, have been duly done and performed;

     NOW,  THEREFORE,  in  consideration of the foregoing and for other good and
valuable  consideration,  the  receipt  of which  is  hereby  acknowledged,  the
Company,  the Additional  Guarantor and the Trustee hereby agree for the benefit
of each other and the equal and  ratable  benefit of the holders of the Notes as
follows:

     1. Additional Guarantor as Guarantor. As of the date hereof and pursuant to
this Indenture  Supplement,  the Additional  Guarantor  shall become a Guarantor
under clause (ii) of the  definition of Guarantor in the Indenture in accordance
with the terms and  conditions  of the Indenture and shall assume all rights and
obligations of a Guarantor thereunder.

     2. Compliance  with and  Fulfillment  of  Condition of Section  4.18.  The
execution  and  delivery  of  this  Supplemental  Indenture  by  the  Additional
Guarantor (along with such  documentation  relating thereto as the Trustee shall
require,  including,  without  limitation,  an  Opinion  of  Counsel  as to  the
enforceability  of the  Supplemental  Indenture  and an  Officer's  Certificate)
fulfills the obligations of the Company under Section 4.18 of the Indenture.

     3. Construction. For all purposes of this Supplemental Indenture, except as
otherwise herein expressly  provided or unless the context  otherwise  requires:
(i) the terms and  expressions  used  herein  shall  have the same  meanings  as
corresponding  terms and expressions  used in the Indenture;  and (ii) the words
"herein,"  "hereof" and "hereby" and other words of similar  import used in this
Supplemental  Indenture refer to this Supplemental  Indenture as a whole and not
to any particular Section hereof.

     4. Trustee  Acceptance.  The Trustee accepts the amendment of the Indenture
effected by this Supplemental  Indenture,  as hereby amended,  but only upon the
terms and conditions set forth in the Indenture,  as hereby  amended,  including
the  terms  and   provisions   defining  and  limiting   the   liabilities   and
responsibilities of the Trustee in the performance of its duties and obligations
under the Indenture,  as hereby amended.  Without limiting the generality of the
foregoing, the Trustee has no responsibility for the correctness of the recitals
of fact herein  contained  which shall be taken as the statements of each of the
Company and the Additional Guarantor, respectively, and makes no representations
as to  the  validity  or  enforceability  against  any  of  the  Company  or the
Additional Guarantor.

     5. Indenture Ratified. Except as expressly amended hereby, the Indenture is
in all  respects  ratified  and  confirmed  and all the  terms,  conditions  and
provisions thereof shall remain in full force and effect.

     6. Holders  Bound.  This  Supplemental  Indenture  shall form a part of the
Indenture  for all  purposes,  and  every  holder  of the  Notes  heretofore  or
hereafter authenticated and delivered shall be bound hereby.

     7. Successors and Assigns.  This  Supplemental  Indenture  shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and assigns.

     8. Counterparts.  This Supplemental Indenture may be executed in any number
of  counterparts,  each of  which  when so  executed  shall be  deemed  to be an
original,  and all of such  counterparts  shall together  constitute one and the
same instrument.

     9. Governing  Law. This  Supplemental  Indenture  shall be governed  by and
construed in accordance  with the internal laws of the State of New York without
giving effect to principles of conflicts of laws.



<PAGE>


     IN WITNESS WHEREOF,  the Company,  the Additional Guarantor and the Trustee
have caused this Supplemental Indenture to be duly executed as of the date first
above written.


                  COMPANY:

                  OUTSOURCING SOLUTIONS INC.

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



                  ADDITIONAL GUARANTOR:

                  PACIFIC SOFTWARE CONSULTING, LLC.

                  By:      /s/ Timothy G. Beffa
                           --------------------------
                           Timothy G. Beffa
                  Title:   Chairman



                  TRUSTEE:

                  WILMINGTON TRUST COMPANY, not in its individual
                      capacity but solely as trustee

                  By:      /s/
                           --------------------------

                  Title:   Vice President
                           --------------------------



                  ACKNOWLEDGED AND CONSENTED:

                  OSI SUPPORT SERVICES, INC.
                  (formerly known as Payco American Corporation)

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


                  OSI COLLECTION SERVICES, INC.
                  (formerly known as Payco-General American Credits, Inc.)

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


                  OSI EDUCATION SERVICES, INC.
                  (formerly known as University Accounting Service, Inc.)

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


                  JENNIFER LOOMIS & ASSOCIATES, INC.

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

<PAGE>
                  ASSET RECOVERY & MANAGEMENT CORP.

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


                  QUALINK, INC.

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


                  INDIANA MUTUAL CREDIT ASSOCIATION, INC.

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


                  GRABLE, GREINER & WOLFF, INC.

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


                  PROFESSIONAL RECOVERIES, INC.

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


                  PAYCO AMERICAN INTERNATIONAL CORP.

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


                  OSI PORTFOLIO SERVICES, INC.
                  (formerly known as Account Portfolios, Inc.)

                  By:      /s/ Timothy G. Beffa
                           --------------------------
                           Timothy G. Beffa
                  Title:   Chairman


                  GULF STATE CREDIT, L.L.C.

                  By:      /s/ Timothy G. Beffa
                           --------------------------
                           Timothy G. Beffa
                  Title:   Chairman


                  PERIMETER CREDIT, L.L.C.

                  By:      /s/ Timothy G. Beffa
                           --------------------------
                           Timothy G. Beffa
                  Title:   Chairman


                  NORTH SHORE AGENCY, INC.

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

<PAGE>
                  THE UNION CORPORATION

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


                  OSI OUTSOURCING SERVICES, INC.
                  (formerly known as Interactive Performance, Inc.)

                  By:      /s/ Timothy G. Beffa
                           --------------------------
                           Timothy G. Beffa
                  Title:   Chairman


                  TRANSWORLD SYSTEMS, INC.

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


                  UCO PROPERTIES, INC.

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


                  UNION SPECIALTY STEEL CASTING CORPORATION

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


                  UNION FINANCIAL SERVICES GROUP, INC.

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


                  AMERICAN RECOVERY COMPANY, INC.

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


                  C.S.N. CORP.

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


                  GENERAL CONNECTOR CORPORATION

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


                  U.C.O.-M.B.A. CORPORATION

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

<PAGE>
                  UNIVERSITY ACCOUNTING SERVICE, LLC

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


                  RWC CONSULTING GROUP, LLC.

                  By:      /s/ Timothy G. Beffa
                           --------------------------
                           Timothy G. Beffa
                  Title:   Chairman


                  OSI OUTSOURCING SERVICES INTERNATIONAL, LTD.

                  By:      /s/ Timothy G. Beffa
                           --------------------------
                           Timothy G. Beffa
                  Title:   Chairman of the Board


                  COAST TO COAST CONSULTING, LLC

                  By:      /s/ Timothy G. Beffa
                           --------------------------
                           Timothy G. Beffa
                  Title:   Chairman


                  PAE LEASING, LLC

                  By:      /s/ Timothy G. Beffa
                           --------------------------
                           Timothy G. Beffa
                  Title:   Chairman




















<PAGE>




                                                                       GUARANTEE

     Pacific Software  Consulting,  LLC (the  "Guarantor")  has  unconditionally
guaranteed on a senior basis (the  "Guarantee")  that the Principal of, interest
and Additional  Interest,  if any, on and any Additional  Amounts,  if any, with
respect to the Security upon which this  notation is endorsed,  will be duly and
punctually  paid in full when due,  whether  at  maturity,  by  acceleration  or
otherwise,  and interest on overdue  Principal,  and (to the extent permitted by
law) interest on any interest or Additional  Interest,  if any, on or Additional
Amounts, if any, with respect to the Securities and all other Obligations of the
Company to the  Holders or the Trustee  under the  Securities  or the  Indenture
(including fees, expenses or other Obligations) will be promptly paid in full or
performed.

     The  obligations  of the Guarantor to the Holders of Securities  and to the
Trustee  pursuant to the Guarantee and the Indenture and the Fifth  Supplemental
Indenture  are  expressly  set forth,  and are senior  obligations  of each such
Guarantor  to the  extent  and in  the  manner  provided,  in  Article  X of the
Indenture,  and reference is made to such Indenture for the precise terms of the
Guarantee therein made.

     A trustee,  director,  officer, employee,  stockholder or incorporator,  as
such of the Guarantor  shall not have any liability for any  obligations  of the
Guarantor under the Securities, the Indenture, the Supplemental Indenture or the
Guarantee  or for any claim  based  on, in  respect  of, or by reason  of,  such
obligations or their  creation.  Each Holder by accepting a Security  waives and
releases  all  such   liability.   The  waiver  and  release  are  part  of  the
consideration for the issue of the Guarantee.

     All  capitalized  terms used but not defined  herein shall have the meaning
ascribed to them in the Security upon which this  notation is endorsed.  As used
herein  the  "Fifth   Supplemental   Indenture"  means  the  Fifth  Supplemental
Indenture,  dated  as of  April  30,  2001,  among  the  Company,  the  Original
Guarantors (as defined therein),  the Additional  Guarantor (as defined therein)
and the Trustee.

     The Guarantee  shall not be valid or  obligatory  for any purpose until the
certificate  of  authentication  on the  Securities  upon which the Guarantee is
noted shall have been  executed by the Trustee under the Indenture and the Fifth
Supplemental  Indenture  by the  manual  signature  of  one  of  its  authorized
officers.

                  Guarantor:        Pacific Software Consulting, LLC

                  By:               /s/ Timothy G. Beffa
                                    ----------------------------------

                  Name:             Timothy G. Beffa

                  Title:            Chairman