AMENDED AND RESTATED EMPLOYMENT AGREEMENT


            This  Agreement,  dated as of the 4th day of June,  1999  amends and
restates the Employment  Agreement  dated as of the 14th day of September,  1998
between Outsourcing Solutions Inc., a Delaware corporation,  with offices at 390
South Woods Mill Road, Suite 350, Chesterfield,  Missouri 63017 (the "Company"),
and C. Bradford  McLeod,  an  individual  residing in the State of Missouri (the
"Employee").

                                    RECITALS

            WHEREAS,  the Company  desires to secure the services and employment
of the Employee on behalf of the Company, and the Employee desires to enter into
employment  with the  Company,  upon the terms and  conditions  hereinafter  set
forth.

            NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and
promises  contained  herein,  the parties  hereto,  each intending to be legally
bound hereby, agree as follows:

            1.  Employment.  The Company  hereby  employs the Employee as Senior
Vice  President--Human  Resources of the Company,  and the Employee accepts such
employment for the term of the employment  specified in Section 3 below.  During
the Employment Term (as defined  below),  the Employee shall serve as the Senior
Vice President--Human Resources of the Company,  performing such duties as shall
be reasonably  required of such an employee of the Company,  and shall have such
other powers and perform such other additional executive duties as may from time
to time be  assigned  to him by the  Board  of  Directors  of the  Company.  The
Employee's primary place of employment shall be St. Louis, Missouri.

            2.  Performance. The Employee will serve the Company  faithfully and
to the  best of his  ability  and will  devote  substantially  all of his  time,
energy,  experience and talents  during regular  business hours and as otherwise
reasonably necessary to such employment,  to the exclusion of all other business
activities.

            3.  Employment  Term. The employment term shall begin on the date of
this Agreement and continue until December 31, 1999,  unless earlier  terminated
pursuant to Section 7 below (the "Employment Term");  provided, that on December
31,  1999 and on each  anniversary  thereafter,  the  Employment  Term  shall be
automatically  extended for an  additional  twelve  month period  unless 30 days
prior to such  anniversary  date either the Company or the  Employee  shall give
written notice of termination of the Agreement, in which case the Agreement will
terminate at the end of the then existing Employment Term.

            4.  Compensation.

            (a) Salary.  During the  Employment  Term, the Company shall pay the
Employee a base salary,  payable in equal semimonthly  installments,  subject to
withholding  and other  applicable  taxes, at an annual rate of no less than One
Hundred Ninety Thousand Dollars ($190,000.00).

            (b) Bonus.  Commencing  on January 1, 1999,  the  Employee  shall be
eligible for a target  annual bonus of 50% of his base  salary.  Annual  bonuses
shall be based on the  satisfaction  of performance  targets  established by the
Board of Directors on or before March 31 of each year for such year.

            (c) Medical  and  Dental  Health,  Life  and   Disability  Insurance
Benefits.  During the Employment Term, the Employee shall be entitled to medical
and  dental  health,  life  insurance  and  disability   insurance  benefits  in
accordance  with the  Company's  established  practices  with respect to its key
employees.

            (d) Vacation;  Sick Leave.  During the Employment Term, the Employee
shall be entitled to vacation and sick leave in  accordance  with the  Company's
established practices with respect to its key employees.

            5.  Expenses.

            (a) The  Employee   shall   be  reimbursed  by  the  Company for all
reasonable expenses incurred by him in connection  with the  performance  of his
duties hereunder in accordance with policies established by the Board  from time
to time and upon receipt of appropriate documentation.

            (b) The  Employee  shall   be  reimbursed  by the Company for normal
moving and relocation expenses incurred by Employee to move his residence to the
St. Louis metropolitan  area,  including  reasonable and  customary  real estate
commission,  closing  costs  and  discount  points  and reasonable  expenses for
temporary  living,  return  home travel and family travel to St. Louis for house
purchasing  purposes.  Company  shall  reimburse Employee an amount equal to any
loss sustained by him on the sale of his current  residence, up to  $50,000.  If
requested  by  Employee,  Company  shall  provide  an  advance  of  $225,000  to
facilitate  Employee's  relocation, to be repaid to the Company no later than 48
hours  following the closing of the sale of Employee's current residence  in Oak
Hill, Virginia. Company shall reimburse Employee for duplicate  housing expenses
for  up  to  six  months  following  the  closing  of the purchase of Employee's
residence in the St. Louis metropolitan  area. Employee shall receive a lump sum
payment in an amount sufficient to reimburse him for income taxes payable by him
as  a  result  of  such  moving and relocation expenses and the payment received
under this Section 5(b).

            6.  Secret   Processes  and  Confidential   Information.   For   the
Employment Term and  thereafter, (a) the Employee will not divulge,  transmit or
otherwise disclose (except as legally compelled by court order, and then only to
the  extent  required,  after  prompt  notice to the Company of any such order),
directly or  indirectly, other than in the regular and proper course of business
of the Company, any confidential knowledge or information with  respect  to  the
operations or finances of the Company or with respect to  confidential or secret
processes, services, techniques,  customers or plans with respect to the Company
and (b) the Employee  will not use,  directly or  indirectly,  any  confidential
information for the benefit of anyone other than the Company; provided, however,
that the Employee has no obligation,  express or implied,  to refrain from using
or disclosing to others any such knowledge or information  which is or hereafter
shall  become  available  to the public  other than  through  disclosure  by the
Employee. All new processes,  techniques, know-how, inventions, plans, products,
patents and devices developed,  made or invented by the Employee,  alone or with
others, while an employee of the Company,  shall be and become the sole property
of the  Company,  unless  released in writing by the  Company,  and the Employee
hereby assigns any and all rights therein or thereto to the Company.

            During the term of this Agreement and thereafter, Employee shall not
take any  action to  disparage  or  criticize  to any third  parties  any of the
services  of the Company or to commit any other  action that  injures or hinders
the business relationships of the Company.

            During  the term of this  Agreement  and for two  years  thereafter,
Employee shall not employ,  solicit for employment or otherwise contract for the
services of any  employee of the  Company or any of its  Affiliates  (as defined
below)  at the  time of this  Agreement  or who  shall  subsequently  become  an
employee of the Company or any of its  Affiliates,  provided that Employee shall
not be  prohibited  from such  solicitation  or  employment if such employee (a)
initiated  discussions with Employee without any direct or indirect solicitation
from  Employee,  (b)  responded  to a general  public  solicitation,  or (c) has
terminated employment with the Company prior to commencement of discussions with
Employee.

            All files, records, documents, memorandums, notes or other documents
relating to the business of Company,  whether  prepared by Employee or otherwise
coming into his  possession  in the course of the  performance  of his  services
under this  Agreement,  shall be the exclusive  property of Company and shall be
delivered  to Company  and not  retained by Employee  upon  termination  of this
Agreement for any reason whatsoever.

            7.  Termination.  The  employment  of the Employee  hereunder may be
terminated at any time by the Company with or without  "cause".  For purposes of
this  Agreement,   "cause"  shall  mean:  (i)   embezzlement,   theft  or  other
misappropriation of any property of the Company or any subsidiary, (ii) gross or
willful  misconduct  resulting  in  substantial  loss  to  the  Company  or  any
subsidiary  or  substantial  damage  to the  reputation  of the  Company  or any
subsidiary,  (iii)  any  act  involving  moral  turpitude  which  results  in  a
conviction for a felony involving moral turpitude,  fraud or  misrepresentation,
(iv) gross neglect of his assigned duties to the Company or any subsidiary,  (v)
gross breach of his fiduciary  obligations to the Company or any subsidiary,  or
(vi) any chemical  dependence  which  materially  affects the performance of his
duties and  responsibilities to the Company or any subsidiary;  provided that in
the case of the  misconduct  set  forth in  clauses  (iv) and (vi)  above,  such
misconduct  shall  continue  for a period of 30 days  following  written  notice
thereof by the Company to the Employee.


            8.  Severance.

            (a) (1) I  (i) Employee's   employment  is terminated by the Company
without "cause," (ii) the Company does not agree to extend the  Employment  Term
upon  the  expiration thereof, (iii) Employee terminates his employment because
the Company reduces his  responsibilities  or compensation  in a manner which is
tantamount  to  termination of  Employee's employment,  or (iv) within two years
following  a  Sale  of the Company (as defined in Section 9 of this  Agreement),
the Employee gives notice to the  Company of his resignation  for "Good  Reason"
(as  defined in Section  8(a)(2) hereof) setting forth in reasonable  detail the
circumstances claimed to constitute Good Reason and stating that it  constitutes
notice pursuant to this Section  8(a), and the stated basis for Good  Reason has
not been fully corrected within sixty (60)  days  from the date of such  notice,
the Employee shall be entitled  to (x) receive an amount equal to his total cash
compensation (base salary plus bonus, excluding,  however, any Change in Control
Bonus paid pursuant to Section 9 hereof) for the year  preceding the date of the
Employee's  termination or the date on which the Employment Term expires, as the
case may be, such amount to be payable in a lump sum on the date of  termination
or the  date on which  the  Employment  Term  expires,  as the case may be,  (y)
continue to receive the benefits referred to in Section 4(c) during the one year
period following the date of termination or expiration (the "Severance Period"),
and (z) reasonable outplacement services during the Severance Period provided by
an outplacement firm designated by the Employee;  provided, however, if any such
event occurs prior to the extension of the initial Employment Term, the Employee
shall be entitled to (A) an amount equal to his then current salary,  payable in
a lump sum on the date of termination,  (B) an amount equal to his target annual
bonus, payable in a lump sum on the date of termination, (C) continue to receive
the benefits  referred to in Section 4(c) during the Severance  Period,  and (D)
reasonable  outplacement  services  during the Severance  Period  provided by an
outplacement firm designated by Employee.

            (2) For purposes of this  Agreement,  "Good  Reason"  shall mean the
occurrence,  without the  Employee's  consent,  of any of the  following  events
during the Employment Term within two years following a Sale of the Company: (A)
a  relocation  of the  principal  location  of the  performance  of  work by the
Employee beyond a thirty mile radius of such location as of the time of the Sale
of the  Company;  (B) an  assignment  to the Employee of duties that result in a
material  diminution of the Employee's  duties and  responsibilities  under this
Agreement,  (C) a reduction  of the  Employee's  base salary in effect as of the
time  of the  Sale  of the  Company,  (D) a  material  breach  of the  Company's
obligations set forth in this Agreement,  or (E) the failure of any acquiror of,
or  successor  to, all or  substantially  all of the assets or  business  of the
Company to  expressly  assume  this  Agreement  and agree to perform  all of the
obligations of the Company hereunder.

            (b) If,  prior to September 14, 2000, there is a Sale of the Company
or Timothy G. Beffa no longer serves as Chief Executive Officer of the  Company,
then  Employee may elect to  terminate  his  employment  with the Company and he
shall be  entitled to the  severance  set forth in Section  8(a) and  relocation
assistance  to  the  Washington  D.C.   metropolitan  area,  equivalent  to  the
assistance set forth in Section 5(b); provided,  however,  Employee may elect to
relocate to an area other than  Washington  D.C., in which case such  assistance
shall be no  greater  than the  assistance  that  would  have been  provided  to
relocate Employee to Washington D.C.

            (c) If  the Employee's  employment is terminated by the Company "for
cause", the Employee shall not be entitled to severance compensation.

            (d) The Employee covenants and  agrees that he will not,  during the
one year period  following the termination of the Employee's  employment  by the
Company,  within any  jurisdiction or marketing area in which the Company or any
of its  Affiliates  (as defined  below) is doing  business or is qualified to do
business,  directly or indirectly own, manage, operate,  control, be employed by
or  participate  in the  ownership,  management,  operation or control of, or be
connected in any manner with, any business of the type and character  engaged in
and  competitive  with that conducted by the Company or any of its Affiliates at
the time of such termination; provided, however, that ownership of securities of
2% or  less  of any  class  of  securities  of a  public  company  shall  not be
considered to be competition with the Company or any of its Affiliates.  For the
purposes of this Agreement, the term "Affiliate" shall mean, with respect to the
Company,  any person or entity which,  directly or indirectly,  owns or is owned
by, or is under common ownership with, the Company.  The term "own"  (including,
with correlative  meanings,  "owned by" and "under common ownership with") shall
mean the ownership of 50% or more of the voting securities (or their equivalent)
of a particular entity.


            9.  Change in Control Bonus.  Upon  consummation of  a "Sale of  the
Company," if the Employee is employed by the Company immediately prior  thereto,
he will be entitled to receive a payment  from the Company in the amount of 250%
of his (i) then current base salary plus  (ii)  target annual bonus,  reduced by
his "Option Gain" and subject to any applicable withholding or employment taxes.
Such amount  (the  "Change in Control  Bonus")  will be paid to the  Employee in
immediately available  funds in  a lump-sum at the time such Sale of the Company
is consummated. The foregoing to the contrary notwithstanding, the Employee will
only be entitled to receive the Change in Control Bonus if the Change in Control
Bonus is previously  approved by a vote of more than seventy-five  percent (75%)
of the voting power of the Company's  outstanding stock  immediately  before any
Sale of the Company.  For purposes of this  Agreement,  the following terms have
the meanings set forth below:

      "Sale  of  the  Company"  - a (i) a  stock  sale,  merger,  consolidation,
      combination,  reorganization or other  transaction  resulting in less than
      fifty  percent  (50%) of the  combined  voting  power of the  surviving or
      resulting   entity  being  owned  by  the   shareholders  of  the  Company
      immediately   prior  to  such  transaction  or  (ii)  the  sale  or  other
      disposition of all or  substantially  all of the assets or business of the
      Company  (other than, in the case of either  clause (i) or (ii) above,  in
      connection with any employee benefit plan of the Company or an Affiliate);
      provided,  however,  that a public  offering of the  capital  stock of the
      Company shall not be a "Sale of the Company."


      "Option  Gain" - the aggregate  amount  computed for all of the options to
      purchase capital stock of the Company or other equity  compensation awards
      theretofore  granted to the Employee,  of the excess of the  consideration
      received by the holders of the Company's  common stock for a share of such
      common stock in connection  with the  applicable  Sale of the Company over
      the exercise price of the option or other award, if any, multiplied by the
      number of shares of the Company's common stock covered by each such option
      or award.  The amount of the Option Gain shall be finally and conclusively
      determined by the Board of Directors of the Company in its good faith.

            10. Notice. Any notices required or permitted  hereunder shall be in
writing and shall be deemed to have been given when personally delivered or when
mailed,  certified  or  registered  mail,  postage  prepaid,  to  the  following
addresses:

            If to the Employee:

                        C. Bradford McLeod
                        14256 Manderleigh Woods Drive
                        Town and Country, Missouri 63017

            If to the Company:

                        Outsourcing Solutions Inc.
                        390 South Woods Mill Road, Suite 350
                        Chesterfield, Missouri 63017
                        Attn: President

            11. General.

            (a) Governing  Law;   Jurisdiction.  The  validity,  interpretation,
construction  and performance of this Agreement shall be governed by the laws of
the State of Missouri  applicable  to  contracts  executed  and to be  performed
entirely within said State. Any judicial  proceeding  brought against any of the
parties to this  Agreement or any dispute  arising out of this  Agreement or any
matter  related  hereto may be brought in the courts of the State of Missouri or
in the United States District Court for the Eastern  District of Missouri,  and,
by  execution  and  delivery  of this  Agreement,  each of the  parties  to this
Agreement accepts the jurisdiction of said courts,  and irrevocably agrees to be
bound by any judgment  rendered  thereby in connection with this Agreement.  The
foregoing  consent to  jurisdiction  shall not be deemed to confer rights on any
person other than the respective parties to this Agreement.

            (b) Assignability.   The  Employee may not assign his interest in or
delegate his duties under this Agreement.  Notwithstanding anything else in this
Agreement  to the  contrary,  the Company may assign this  Agreement  to and all
rights  hereunder shall inure to the benefit of any person,  firm or corporation
succeeding to all or substantially  all of the business or assets of the Company
by purchase, merger or consolidation.

            (c) Enforcement  Costs. In  the event that either the Company or the
Employee  initiates an action or claim to enforce any  provision or term of this
Agreement,  or in the event of any  dispute  or  controversy  arising  out of or
relating to this Agreement,  the costs and expenses  (including  attorney's fees
and  disbursements)  of the  prevailing  party shall be paid by the other party,
such party to be deemed to have  prevailed  if such action or claim is concluded
pursuant to a court order or final  judgment  which is not subject to appeal,  a
settlement  agreement or dismissal of the principal claims.  Notwithstanding the
foregoing,  following a Sale of the Company,  all reasonable  costs and expenses
(including  attorney's  fees and  disbursements)  incurred by the Employee in an
action or claim to enforce  any  provision  or term of this  Agreement,  and all
costs and expenses of any court proceeding or arbitration in connection with any
dispute or controversy  arising out of or relating to this  Agreement,  shall be
promptly paid or reimbursed by the Company or its successor;  provided, however,
that no payment or reimbursement  shall be made of such costs or expenses if and
to the extent that the court or arbitrator  adjudicating  or deciding the matter
determines that any of the Employee's  litigation assertions or defenses were in
bad faith or  frivolous.  Pending  the  resolution  of any court  proceeding  or
arbitration  described in this Section 11(c), the Company or its successor shall
continue  payment  of all  amounts  and  benefits  due the  Employee  under this
Agreement.

            (d) Binding  Effect.  This   Agreement  is  for  the  employment  of
Employee,  personally,  and for  the  services  to be  rendered  by him  must be
rendered by him and no other person.  This  Agreement  shall be binding upon and
inure to the benefit of the Company and its successors and assigns.
<PAGE>
            (e) Entire Agreement;  Modification.  This Agreement constitutes the
entire agreement of the parties hereto with respect to the subject matter hereof
and may not be  modified  or amended in any way except in writing by the parties
hereto.

            (f) Duration. Notwithstanding the term of employment hereunder, this
Agreement  shall  continue  for so long as any  obligations  remain  under  this
Agreement.

            (g) Survival.   The  covenants set forth in Sections 6 and 8 of this
Agreement  shall  survive  and  shall  continue  to  be  binding  upon  Employee
notwithstanding the termination of this Agreement for any reason whatsoever. The
covenants  set forth in Sections 6 and 8 of this  Agreement  shall be deemed and
construed  as separate  agreements  independent  of any other  provision of this
Agreement.  The  existence  of any claim or cause of action by Employee  against
Company, whether predicated on this Agreement or otherwise, shall not constitute
a defense to the enforcement by Company of any or all covenants. It is expressly
agreed that the remedy at law for the breach or any such  covenant is inadequate
and that  injunctive  relief  shall be  available  to prevent  the breach or any
threatened breach thereof.

            IN WITNESS  WHEREOF,  the parties  hereto,  intending  to be legally
bound,  have  hereunto  executed  this  Agreement the day and year first written
above.

                                    OUTSOURCING SOLUTIONS INC.


                                    By /s/ Timothy G. Beffa
                                      ------------------------------------
                                      Timothy G. Beffa, President and
                                      Chief Executive Officer


                                    EMPLOYEE

                                    /s/ C. Bradford McLeod
                                    --------------------------------------
                                    C. Bradford McLeod