DIRECTOR STOCK PURCHASE AND OPTION AGREEMENT

               THIS  DIRECTOR   STOCK  PURCHASE  AND  OPTION   AGREEMENT   (this
"Agreement")  is made as of May 31, 2000, by and between  Outsourcing  Solutions
Inc.,  a  Delaware   corporation  (the  "Company"),   and  _______________  (the
"Purchaser").  Except as  otherwise  indicated  herein,  capitalized  terms used
herein are defined in Section 10 hereof.

               WHEREAS,  Purchaser  is a member of the board of directors of the
Company,  and Purchaser desires to purchase,  and the Company desires to sell to
Purchaser  on the terms and  conditions  set forth  herein,  Common Stock of the
Company, together with an option to purchase Common Stock of the Company.

               NOW,   THEREFORE,   in  consideration  of  the  mutual  covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency  of which are hereby  acknowledged,  the  parties to this  Agreement
hereby agree as follows:

               1.     Authorization and Closing.

               (a)    Authorization of Common Stock. The Company shall authorize
the  issuance  and  sale  to  Purchaser of 2,669  shares  of  Common Stock  (the
"Purchased Shares").

               (b)    Purchase and Sale of  Common  Stock.  At  the  Closing (as
defined below), the Company shall  sell to Purchaser  and,  subject to the terms
and conditions set forth herein, Purchaser shall purchase form the Company,  the
Purchased  Shares,  for a per share price of $37.47,  for an aggregate  purchase
price of $100,000.00 in cash.

               (c)    The Closing. The closing of  the purchase and  sale of the
Purchased  Shares  hereunder (the "Closing") shall take place on May 31, 2000 at
such place as may be mutually  agreeable  to the Company and  Purchaser.  At the
Closing,  the Company  shall deliver to Purchaser  the  Purchased  Shares,  upon
payment of the purchase price thereof by a cashier's or certified  check,  or by
wire transfer of  immediately  available  funds to an account  designated by the
Company, in the amount of $100,000.00.

               (d)    Stockholders Agreement.  At  the Closing,  Purchase  shall
become  a  party  to  the Stockholders Agreement  and  execute  the Stockholders
Agreement signature page in the form of Exhibit A attached hereto.

               (e)    Section 83(b). Within 30 days after the Closing, Purchaser
will make an effective  election with the Internal Revenue Service under Section
83(b) of the Internal Revenue Code and the regulations promulgated thereunder in
the form of Exhibit B attached hereto.

               2.     Option.

               (a)    Terms. Purchaser is granted an option  (the  "Option")  to
purchase up to 2,669 shares of Common Stock (the "Option Shares") at a price per
share of $37.47 (the  "Exercise  Price"),  payable upon exercise as set forth in
Section 2(b) below.  The Option shall expire at the close of business on May 31,
2010 (the "Expiration Date"), subject to earlier expiration as provided herein.

               (b)    Payment of Option Price.  Subject to  Section 3 below, the
Option  may be  exercised  in whole or in part upon  payment  of an amount  (the
"Option  Price")  equal to the product of (i) the Exercise  Price  multiplied by
(ii) the number of Option  Shares to be acquired.  Payment shall be made in cash
(including check, bank draft or money order).

               3.     Exercisability/Vesting.

               (a)    Normal Vesting.  The Option  may  be exercised only to the
extent it has become  vested.  The Option shall vest and become  exercisable  in
accordance with the following  schedule,  if and only if Participant is, and has
been, continuously a member of the Board from the date of this Agreement through
and including the applicable date set forth below:
<PAGE>
                                            Cumulative
                                            Percentage of
               Date                         Option Vested

               May 31, 2001                 33 1/3%

               May 31, 2002                 66 2/3%

               May 31, 2003                 100%


               (b)    Acceleration  of  Vesting  on   Sale  of  the  Company  or
Qualified  Public  Offering.   If  Purchaser  has  been  a  member  of the Board
continuously from the date of this  Agreement until the earlier of a Sale of the
Company  or a Qualified Public Offering,  the portion of the outstanding  Option
which has not become vested at the date of such  event  shall  immediately  vest
and  become exercisable with respect to 100% of the Option Shares simultaneously
with the consummation of the Sale of the Company or Qualified  Public  Offering,
as applicable.

               4.     Expiration of Option.

               (a)    Normal Expiration. In  no  event  shall any  part  of  the
Option be exercisable after the Expiration Date set forth in Section 2(a) above.

               (b)    Early  Expiration  Upon  Termination  of  Membership.  Any
portion of the Option that was not vested and exercisable on the  date Purchaser
ceases to be a member of the Board shall expire and be forfeited  on such  date,
and  any  portion  of the  Option  that  was  vested and exercisable on the date
Purchaser ceased to be a member of the Board shall also expire and be forfeited;
provided that:(i) if the Purchaser ceases to be a member of the Board on account
of death or Disability, the portion of the Option that is vested and exercisable
shall expire  90 days  from the date of the death or Disability, but in no event
after the  Expiration  Date,  and (ii) if you  retire from  the Board  (with the
approval of the Board) or if  you  are discharged  from the Board other than for
Cause, the portion of the Option that is vested and exercisable shall  expire 30
days from  the date  of the retirement or discharge,  but in  no event after the
Expiration Date.

               5.     Procedure for  Exercise. Purchaser may exercise all or any
portion of the Option,  to the extent it has vested and is  outstanding,  at any
time and from time to time prior to its expiration, by delivering written notice
to the Company (to the  attention of the  Company's  Executive  Officer) and the
written  acknowledgement  that  Purchaser  has  read and has  been  afforded  an
opportunity  to ask  questions  of  management  of  the  Company  regarding  all
financial  and other  information  provided to Purchaser  regarding the Company,
together with payment of the Option Price in accordance  with the  provisions of
Section 2(b) above.

               6.     Representations and Warranties of Purchaser. In connection
with the purchase and  sale of the  Purchaser  Shares,  Purchaser represents and
warrants to the Company that:

               (a)    The Purchaser Shares to be acquired by Purchaser  pursuant
to this  Agreement will be  acquired  for Purchaser's own account and not with a
view to,  or intention  of, distribution  thereof in violation of the Securities
Act, or any applicable state securities laws, and the  Purchaser Shares will not
be disposed of in contravention of the Securities  Act or any  applicable  state
securities laws.

               (b)    Purchaser is a member of  the  Board  of  the  Company, is
sophisticated  in  financial  matters  and is able to  evaluate  the  risks  and
benefits of the investment in the Purchaser Shares.

               (c)    Purchaser  is  able  to  bear  the  economic  risk  of his
investment in the Purchaser Shares for an indefinite  period of time because the
Purchaser  Shares  have  not  been  registered  under  the  Securities  Act and,
therefore, cannot  be sold unless  subsequently registered  under the Securities
Act or an exemption from such registration is available.

               (d)    Purchaser has  had  an  opportunity to  ask  questions and
receive answers concerning the terms and conditions of the offering of Purchaser
Shares and has had full access to such other information  concerning the Company
as he has requested.

               (e)    This Agreement constitutes the  legal, valid  and  binding
obligation  of Purchaser,  enforceable  in  accordance  with its terms,  and the
execution,  delivery and performance of this Agreement by Purchaser does not and
will not conflict with, violate or cause a breach of any agreement,  contract or
instrument  to which  Purchaser is a party or any  judgment,  order or decree to
which Purchaser is subject.

               (f)    Purchaser is a resident of the State of ___________.

               7.     Right to  Purchase  Shares  Upon  The Termination of Board
Membership.

               (a)    Repurchase  of  Shares. If  Purchaser shall cease to  be a
member of the Board for any reason  (the date on which such  termination  occurs
being referred to herein  as  the "Termination  Date"), then  the Company  shall
have the option to repurchase all or any part of the Purchased Shares and Option
Shares issued or issuable upon  exercise of the  Option (collectively, with  the
Purchased Shares, the "Shares"), whether held by Purchaser  or by one or more of
the transferees, at the price determined in accordance  with the  provisions  of
Section 8 below (the "Repurchase Option").

               (b)    Repurchase by Company.  The Company may elect to  purchase
all or any portion of the Shares by delivery of written notice (the  "Repurchase
Notice") to Purchaser or any other  holders of the Shares  within 180 days after
the Termination Date. The Repurchase Notice shall set forth the number of Shares
to  be  acquired  from  Purchaser  and  such  other  holder(s),   the  aggregate
consideration  to be paid for such shares and the time and place for the closing
of the transaction.  The number of Shares to be repurchased by the Company shall
first be satisfied to the extent  possible  from the Shares held by Purchaser at
the time of delivery of the Repurchase Notice. If the number of Shares then held
by  Purchaser is less than the total number of Shares the Company has elected to
purchase,  then the Company shall  purchase the remaining  shares  elected to be
purchased  from the other holders  thereof,  pro rata according to the number of
shares  held by each such  holder  at the time of  delivery  of such  Repurchase
Notice (determined as close as practical to the nearest whole shares).

               (c)    Repurchase by  Designees.  If  for any reason  the Company
does not elect to purchase all of the Shares pursuant to the  Repurchase Option,
then any such  persons or entities as may be designated by the  Company (each, a
"Designee" and, collectively, the "Designees") shall be entitled to exercise the
Company's  Repurchase  Option in the manner set forth in Section 8(a) for all or
any portion of the number of Shares the Company has not elected to purchase (the
"Available  Shares").  As soon as  practicable  after the Company has determined
that there shall be Available Shares, but in any event within 150 days after the
Termination Date, the Company shall deliver written notice (the "Option Notice")
to the Designees  setting forth the number of Available Shares and the price for
each  Available  Share.  Each  Designee  may  elect to  purchase  any  number of
Available  Shares by  delivering  written  notice to the Company  within 20 days
after receipt of the Option  Notice from the Company.  If more than one Designee
elects to purchase the Available  Shares and such elections exceed the number of
Available Shares, the number of Available Shares to be purchased by the electing
Designees shall be allocated among them as determined by the Company. As soon as
practicable,  and in any event  within  five days after the  expiration  of such
20-day  period,  the Company shall notify  Purchaser and any other  holder(s) of
Shares  as to the  number  of  Shares  being  purchased  from  Purchaser  by the
Designees  (the  "Supplemental  Repurchase  Notice").  At the time  the  Company
delivers  the  Supplemental  Repurchase  Notice  to  Purchaser  and  such  other
holder(s) of Shares,  the Designees  shall also receive  written notice from the
Company  setting  forth the number of shares each is entitled to  purchase,  the
aggregate  purchase  price  and  the  time  and  place  of  the  closing  of the
transaction.

               (d)    Closing of Repurchase of  Shares.  The purchase of  Shares
pursuant to this Section 7 shall be closed at the  Company's  executive  offices
within 20 days after the expiration of the 180-day period referred to in Section
7(b). At the closing,  the purchaser or purchasers  shall pay the purchase price
in the manner  specified  in  Section  8(c)  below and  Purchaser  and any other
holders of Shares being  purchased shall deliver the certificate or certificates
representing  such shares to the  purchaser  or  purchasers  or their  nominees,
accompanied  by duly executed  stock powers.  Any purchaser of Shares under this
Section 7 shall be entitled to receive customary  representations and warranties
from  Purchaser  and any other selling  holders of Shares  regarding the sale of
such shares (including  representations  and warranties  regarding good title to
such  shares,  free and clear of any liens or  encumbrances)  and to require all
sellers' signatures to be guaranteed by a national bank or reputable  securities
broker.

               (e)    Termination.  The  provisions set  forth in this Section 7
shall terminate with respect to each Share  upon the  earlier of (i) the date on
which such Share has been transferred in a Public  Sale, (ii) consummation  of a
Qualified  Public Offering,  or (iii) the tenth  anniversary of the date of this
Agreement.

               8.     Purchase Price for Shares.

               (a)    Purchase Price without Cause, etc. If Purchaser  ceases to
be a member of the Board due to his resignation, failure to be re-elected to the
Board, involuntary termination (other than for Cause), death or Disability,  the
purchase price per share to be paid for the Shares  purchased by the Company and
its  Designees  (if any)  pursuant to Section 7 above shall be equal to the Fair
Market Value of such Shares as of the Termination Date.

               (b)    Purchase Price  with Cause.  If Purchaser ceases to  be  a
member of the Board due to the termination of such Board  membership with Cause,
the purchase price per share to be paid for the Shares  purchased by the Company
and its  Designees (if any) pursuant  to Section  7 above shall be  equal to the
lesser of (i) the Fair Market Value of such Shares as of the Termination Date or
(ii) $37.47  per  Share (as  the same may be  adjusted  for  stock splits, stock
dividends, stock combinations or other similar events).

               (c)    Manner of Payment. If the Company elects to  purchase  all
or any part of the Shares, including Shares held by one or more transferees, the
Company shall pay for such shares by certified  check or wire transfer of funds.
In  addition,  the  Company  may  pay  the  purchase  price  for  such shares by
offsetting  amounts outstanding  under any  indebtedness  or obligations owed by
Purchaser to the Company.  If any Designees elect to purchase all or any portion
of the  Available  Shares, such  Designees  shall pay  for that  portion of such
Shares by certified check or wire transfer of funds.

               9.     Right to Put Shares Upon Termination of Board Membership.

               (a)    Repurchase of Shares. If Purchaser  shall  cease  to  be a
member of the Board by  reason of  his involuntary  termination (other than  for
Cause) or  his failure to be re-elected to the Board,  then Purchaser shall have
the option to require to the  Company to   repurchase  all  or any  part of  the
Shares, whether held by Purchaser or by one or more of the transferees, at a per
share price equal to the Fair Market Value of such Shares as of the  Termination
Date (the "Put Option").

               (b)    Put Procedure.  Purchaser  may  elect  to put  all or  any
portion of the Shares by  delivery of written  notice (the "Put  Notice") to the
Company within 180 days after the  Termination Date.  The Put  Notice shall  set
forth the number of Shares to be repurchased  by  the Company,  and the time and
place for the closing of the transaction.  Within 60 days of receipt of  the Put
Notice, the Board shall deliver  to Purchaser written notice of  the Fair Market
Value of such Shares (the  "FMV  Notice"). Within 10 days of  receipt of the FMV
Notice, Purchaser may withdraw his Put Notice by  delivering  written  notice of
such withdrawal  to the Company.  Nothing in  this Section 9 shall in any manner
limit the right of the Company to  exercise  the Repurchase  Option  pursuant to
Sections 7 and 8, and in the event  that both the  Repurchase Option and the Put
Option  are  exercised  in  respect  of the  same Shares,  the Repurchase Option
provisions shall govern.

               (c)    Closing of Putof Shares. The repurchase of Shares pursuant
to this Section 9 shall be closed at the Company's  executive  offices within 20
days after the  expiration of the 60-day period  referred to in Section 9(b). At
the closing, the Company shall pay the purchase price by certified check or wire
transfer of funds and Purchaser and any other holders of Shares being  purchased
shall deliver the  certificate or certificates  representing  such shares to the
purchaser or purchasers or their  nominees,  accompanied  by duly executed stock
powers. The Company shall be entitled to receive customary  representations  and
warranties from Purchaser and any other selling holders of Shares  regarding the
sale of such shares  (including  representations  and warranties  regarding good
title to such  shares,  free  and  clear of any  liens or  encumbrances)  and to
require all sellers' signatures to be guaranteed by a national bank or reputable
securities broker.

               (d)    Termination. The provisions set  forth  in  this Section 9
shall terminate  with  respect to each Share upon the earlier of (i) the date on
which such Share has been  transferred in a Public Sale, (ii) consummation  of a
Qualified  Public Offering,  or (iii) the tenth  anniversary of the date of this
Agreement.

               10.    Definitions.  For  the  purposes  of  this  Agreement, the
following terms shall have the meanings set forth below:

               "Board" means the board of directors of the Company.

               "Cause"  shall mean any of the  following  as  determined  by the
Board: (i) a material breach by Purchaser of this Agreement, (ii) the failure to
adhere to any written policy of the Company or any Subsidiary (including but not
limited  to  sexual  or other  harassment  of a  Company  employee  or agent) if
Purchaser has been given a reasonable  opportunity to comply with such policy or
cure the failure to comply; (iii) the appropriation (or attempted appropriation)
of a material  business  opportunity  of the  Company or any of its  affiliates,
including  attempting  to secure or securing any personal  profit in  connection
with  any  transaction  entered  into on  behalf  of the  Company  or any of its
affiliates;  or (iv) the conviction of, or the entering of a guilty plea or plea
of no contest with respect to, a felony,  the equivalent  thereof,  or any other
crime reasonably likely to damage the Company's reputation.

               "Code" shall mean the Internal  Revenue Code of 1986, as amended,
and any successor statute.

               "Common Stock" means the Company's Voting Common Stock, par value
$0.01 per share.

               "Company"  shall  mean  Outsourcing  Solutions  Inc.,  a Delaware
corporation,  and  (except to the extent the  context  requires  otherwise)  any
subsidiary  corporation  (as such term is defined in Section 425(f) of the Code)
of Outsourcing Solutions Inc.

               "Disability"   shall  mean  the   permanent   disability  of  the
Purchaser.  Purchaser shall be deemed to have suffered a "Disability" under this
Agreement  if  Purchaser  is  determined  to be  disabled  under  the  long-term
disability  policy carried by the Company or any Subsidiary of the Company which
covers Purchaser or, if there is no such policy, by the Board in good faith.

               "Fair Market  Value" of the Common Stock shall be  determined  in
good faith by the Board;  provided that Purchaser  shall not  participate in any
deliberations  or vote with respect to the Board's  determination of Fair Market
Value.

               "Independent Third Party" means any Person who, immediately prior
to the  contemplated  transaction,  does not own together with its affiliates in
excess of 10% of the  Company's  Common  Stock on a  fully-diluted  basis voting
capital stock (a "10% Owner)",  who is not  controlling,  controlled by or under
common  control with any such 10% Owner and who is not the spouse or  descendent
(by birth or  adoption) of any such 10% Owner or a trust for the benefit of such
10% Owner and/or such other Persons.

               "Option  Shares" shall mean (i) all shares of Common Stock issued
or issuable  upon the exercise of the Option and (ii) all shares of Common Stock
issued with respect to the Common  Stock  referred to in clause (i) above by way
of stock dividend or stock split or in connection with any  conversion,  merger,
consolidation,  recapitalization  or other  reorganization  affecting the Common
Stock.  Option  Shares  shall  continue to be Option  Shares in the hands of any
holder other than Purchaser (except for the Company or its Designees and, to the
extent that  Purchaser is permitted to transfer  Option  Shares  pursuant to the
Stockholders  Agreement,  purchasers  pursuant  to a public  offering  under the
Securities  Act), and each such  transferee  thereof shall succeed to the rights
and obligations of a holder of Option Shares hereunder.

               "Person" shall mean an individual, a partnership,  a corporation,
a limited liability company,  an association,  a joint stock company, a trust, a
joint venture,  an unincorporated  organization and a governmental entity or any
department, agency or political subdivision thereof.

               "Public  Sale" shall mean any sale of Purchased  Shares or Option
Shares,  as applicable,  to the public pursuant to an offering  registered under
the  Securities  Act or to the public  through a broker,  dealer or market maker
pursuant to the provisions of Rule 144 adopted under the Securities Act.

               "Sale  of the  Company"  means  the  sale  of the  Company  to an
Independent  Third Party or group of Independent Third Parties pursuant to which
such party or parties  acquire (i) capital stock of the Company  possessing  the
voting power under  normal  circumstances  to elect a majority of the  Company's
board of directors (whether by merger,  consolidation or sale or transfer of the
Company's  capital  stock)  or (ii) all or  substantially  all of the  Company's
assets determined on a consolidated basis.

               "Shares" shall have the meaning set forth in Section 7(a) hereof.

               "Qualified  Public  Offering"  means the  issuance and sale in an
underwritten  public offering  registered  under the Securities Act of shares of
the Company's  Common Stock having an aggregate  offering  value of at least $50
million.

               "Securities  Act"  shall  mean the  Securities  Act of  1933,  as
amended, and any successor statute.

               "Stockholders  Agreement"  shall mean that  certain  Stockholders
Agreement,  dated as of  December  10,  1999,  by and among the  Company and the
parties signatory thereto (as the same may be amended,  modified or supplemented
from time to time).

               "Subsidiary"  means, with respect to any Person, any corporation,
limited liability company, partnership,  association or other business entity of
which (i) if a  corporation,  a majority of the total  voting power of shares of
stock entitled  (without regard to the occurrence of any contingency) to vote in
the election of directors,  managers or trustees thereof is at the time owned or
controlled,  directly or indirectly,  by that Person or one or more of the other
Subsidiaries  of that  Person  or a  combination  thereof,  or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the  limited  liability  company,  partnership  or  other  similar  ownership
interest thereof is at the time owned or controlled,  directly or indirectly, by
any Person or one or more Subsidiaries of that Person or a combination  thereof.
For  purposes  hereof,  a Person or  Persons  shall be deemed to have a majority
ownership interest in a limited liability company,  partnership,  association or
other business entity if such Person or Persons shall be allocated a majority of
limited  liability  company,  partnership,  association or other business entity
gains or losses or shall be or control the managing  director or general partner
of such limited liability  company,  partnership,  association or other business
entity.

               11. Securities  Laws  Restrictions  and   Other  Restrictions  on
Transfer of Option Shares. Purchaser represent that when Purchaser exercises the
Option  Purchaser shall be purchasing  Option Shares for his own account and not
on behalf of others.  Purchaser  understands and  acknowledges  that federal and
state securities laws govern and restrict the right to offer,  sell or otherwise
dispose of any Option Shares unless the offer, sale or other disposition thereof
is registered under the Securities Act and state securities laws, or such offer,
sale  or  other   disposition  is  exempt  from  registration  or  qualification
thereunder.  Purchaser agrees that Purchaser shall not offer,  sell or otherwise
dispose of any Option Shares in any manner which would:  (i) require the Company
to file any registration  statement with the Securities and Exchange  Commission
(or any  similar  filing  under  state law) or to amend or  supplement  any such
filing or (ii) violate or cause the Company to violate the  Securities  Act, the
rules and regulations  promulgated  thereunder or any other state or federal law
(as to which the  Company  will  require an  opinion of its  counsel in form and
substance  satisfactory  to the Company as to the  availability of any exemption
from  registration  or  qualification).  Purchaser  further  understand that the
certificates for any Option Shares Purchaser  purchases shall bear the following
legend:

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED
          ON ________ AND HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF
          1933,  AS AMENDED OR ANY STATE  SECURITIES  LAWS.  THE TRANSFER OF THE
          SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  IS  SUBJECT  TO  THE
          CONDITIONS  SPECIFIED  IN  THE  DIRECTOR  STOCK  PURCHASE  AND  OPTION
          AGREEMENT, DATED AS OF MAY 31, 2000, AS AMENDED AND MODIFIED FROM TIME
          TO TIME, BY AND AMONG THE ISSUER AND THE ORIGINAL  HOLDER HEREOF,  AND
          THE  ISSUER  RESERVES  THE  RIGHT  TO  REFUSE  THE  TRANSFER  OF  SUCH
          SECURITIES  UNTIL SUCH  CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO
          SUCH  TRANSFER.  A COPY OF SUCH  CONDITIONS  SHALL BE FURNISHED BY THE
          ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."

               12.    Non-Transferability  of Option.  The Option is personal to
Purchaser and is not transferable by Purchaser other than by will or the laws of
descent and distribution. During the lifetime only Purchaser (or the guardian or
legal  representative)  may  exercise  the Option.  In the event of the death of
Purchaser, the Option may be exercised only (i) by the executor or administrator
of the estate or the person or persons to whom the rights under the Option shall
pass by will or the laws of descent and distribution and (ii) to the extent that
Purchaser  was  entitled  hereunder  at the  date of the  death  subject  to the
limitations set forth in Section 4 hereof.

               13.    Withholding of Taxes.  The Company shall  be entitled,  if
necessary or  desirable,  to withhold  from  Purchaser  from any amounts due and
payable by the Company to Purchaser (or secure payment from Purchaser in lieu of
withholding)  the amount of any  withholding  or other tax due from the  Company
with respect to any Option Shares  issuable under this Plan, and the Company may
defer such issuance unless indemnified by Purchaser to its satisfaction.

               14.    Adjustments.   In   the   event   of   a   reorganization,
recapitalization,  stock dividend or stock split, or combination or other change
in the Common Stock,  the Board, in order to prevent the dilution or enlargement
of rights  under the  Option,  make such  adjustments  in the number and type of
shares covered by the Option and the Exercise Price  specified  herein as may be
determined to be appropriate and equitable. The issuance by the Company of stock
of any class, or options or securities  exercisable or convertible into stock of
any class,  for cash or  property,  or for labor or services  either upon direct
sale, or upon the exercise of rights or warrants to subscribe therefor,  or upon
exercise or conversion of other securities,  shall not affect, and no adjustment
by reason  thereof  shall be made with respect to, the number or price of shares
of Common Stock then subject to the Option.

               15.    Remedies.  The parties hereto (and any Designees as third-
party  beneficiaries) shall be  entitled  to  enforce their  rights  under  this
Agreement  specifically,  to  recover  damages  by reason  of any  breach of any
provision of this  Agreement and to exercise all other rights  existing in their
favor. The parties hereto  acknowledge and agree that money damages would not be
an adequate  remedy for any breach of the  provisions of this Agreement and that
any party hereto (and any  Designee as a  third-party  beneficiary)  may, in its
sole discretion,  apply to any court of law or equity of competent  jurisdiction
for specific performance and/or injunctive relief (without posting bond or other
security) in order to enforce or prevent any violation of the provisions of this
Agreement.

               16.    Amendment.   Except  as  otherwise  provided  herein,  any
provision of this Agreement may be amended or waived only with the prior written
consent of Purchaser and the Company.

               17.    Successors and  Assigns.  Except  as  otherwise  expressly
provided herein, all covenants and agreements  contained in this Agreement by or
on  behalf of  any of  the parties hereto shall bind and inure to the benefit of
the respective successors and permitted assigns of the parties hereto whether so
expressed or not.

               18.    Severability.  Whenever  possible, each provision  of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable  law, but if any provision of this Agreement is held to be prohibited
by or invalid under  applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.

               19.   Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall constitute an original, but all
of which taken together shall constitute one and the same Agreement.

               20.    Descriptive Headings. The  descriptive  headings  of  this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.

               21.    Governing Law. All questions  concerning the construction,
validity and interpretation of this  Agreement shall be governed by the internal
law, and not the law of conflicts, of the state of Delaware.

               22.    Notices. All notices,  demands or  other communications to
be given or delivered  under or by  reason of the  provisions of  this Agreement
shall be  in writing  and shall  be deemed  to have  been  given when  delivered
personally or mailed by certified or registered mail,  return receipt  requested
and  postage  prepaid,  to  the  recipient.  Such  notices,  demands  and  other
communications shall  be sent to Purchaser  and to the  Company at the addresses
indicated below:

               (a)    If to Purchaser:

                      ------------------------

                      ------------------------

                      ------------------------

               (b)    If to the Company:

                      Outsourcing Solutions Inc.
                      390 South Woods Mill Road
                      Suite 350
                      Chesterfield, MO 63017
                      Attn.: Chief Executive Officer

                      and a copy to:

                      Madison Dearborn Partners, Inc.
                      Three First National Plaza
                      Suite 3800
                      Chicago, IL 60602
                      Attn.: Paul R. Wood

or to such  other  address  or to the  attention  of such  other  person  as the
recipient party has specified by prior written notice to the sending party.

               23.    Entire  Agreement.  This Agreement constitutes  the entire
understanding  between  Purchaser  and the  Company,  and  supersedes  all other
agreements,  whether  written  or  oral,  with  respect  to the  acquisition  by
Purchaser  of Common Stock of the Company.  As an  inducement  to the Company to
issue the  Purchased  Shares and the  Option to  Purchaser,  and as a  condition
thereto,  Purchaser  acknowledges  and agrees that  neither the  issuance of the
Purchased Shares nor the Option to Purchaser nor any provision  contained herein
shall  entitle  Purchaser to remain a member of the Board or affect the right of
the  Company to remove  Purchaser  from the Board  pursuant  to the terms of its
certificate of  incorporation  and by-laws,  as they may be amended from time to
time.

               24.    Confidentiality. Purchaser agree to keep the terms of this
Agreement strictly confidential.

                                     * * * *
<PAGE>
               IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this
Director Stock Purchase and Option Agreement as of the date first written above.

                             OUTSOURCING SOLUTIONS INC.

                             By:
                                -----------------------------------------------

                             Its:
                                 ----------------------------------------------




                             --------------------------------------------------

                             ------------------------------

<PAGE>
                                     CONSENT

               The undersigned spouse of __________________  (the "Shareholder")
hereby  acknowledges that I have read the foregoing  Director Stock Purchase and
Option  Agreement  and that I  understand  its  contents.  I am  aware  that the
Agreement  provides  for the  repurchase  of my  spouse's  Voting  Common  Stock
("Common Stock") under certain  circumstances and imposes other  restrictions on
the transfer of such shares of Common Stock.  I agree that my spouse's  interest
in the  Common  Stock is  subject  to this  Agreement  and the other  agreements
referred to therein and any  interest I may have in such shares of Common  Stock
shall be irrevocably  bound by this Agreement and the other agreements  referred
to therein and further that the my community property interest (if any) shall be
similarly bound by this Agreement.

               The undersigned spouse  irrevocably  constitutes and appoints the
Shareholder  as the  undersigned's  true and  lawful  attorney  and proxy in the
undersigned's  name,  place  and  stead to  sign,  make,  execute,  acknowledge,
deliver,  file and record all  documents  which may be required,  and to manage,
vote, act and make all decisions with respect to (whether necessary, incidental,
convenient or  otherwise),  any and all shares of Common Stock of the Company in
which the undersigned now has or hereafter  acquires any interest and in any and
all shares of capital  stock of the Company now or  hereafter  held of record by
the  Shareholder  (including  but not  limited  to the  right,  without  further
signature, consent or knowledge of the undersigned spouse, to exercise or not to
exercise any and all options under any  appropriate  agreements  and to exercise
amendments and modifications of and to terminate the foregoing agreements and to
dispose of any and all such shares of Common Stock and options), with all powers
the undersigned spouse would possess if personally  present,  it being expressly
understood and intended by the undersigned  that the foregoing power of attorney
and proxy is coupled with an  interest;  and this power of attorney is a durable
power of attorney and will not be affected by disability, incapacity or death of
the  Shareholder,  or  dissolution of marriage and this proxy will not terminate
without consent of the Shareholder and the Company.

               I am aware that the legal,  financial and other matters contained
in this Agreement are complex and I am free to seek advice with respect  thereto
from independent  counsel.  I have either sought such advice or determined after
carefully reviewing this Agreement that I will waive such right.


                                ------------------------------------------------
                                Signature


                                ------------------------------------------------
                                Printed Name


                                ------------------------------------------------
                                Witness
<PAGE>
                      STOCKHOLDERS AGREEMENT SIGNATURE PAGE

               I hereby  agree to  become a party to,  and to be bound by,  that
certain  Stockholders  Agreement,  dated as of December 10,  1999,  by and among
Outsourcing  Solutions Inc., a Delaware  corporation,  and its stockholders,  as
such agreement may be amended from time to time.



DATE: May 31, 2000              ------------------------------------------------

                                        ----------------------
<PAGE>
                                                                       Exhibit B
May 31, 2000


                       ELECTION TO INCLUDE STOCK IN GROSS
                     INCOME PURSUANT TO SECTION 83(b) OF THE
                              INTERNAL REVENUE CODE

               The undersigned purchased $100,000.00 of Voting Common Stock, par
value $.01 per share (the "Shares"),  of Outsourcing  Solutions Inc., a Delaware
corporation (the "Company"),  on May 31, 2000. Under certain circumstances,  the
Company has the right to repurchase the Shares at cost or fair market value from
the  undersigned  (or from the  holder  of the  Shares,  if  different  from the
undersigned)  should  the  undersigned  cease  to be a  member  of the  Board of
Directors of the Company. Hence, the Shares are subject to a substantial risk of
forfeiture and are nontransferable.  The undersigned desires to make an election
to have the Shares  taxed under the  provision  of Code  ss.83(b) at the time he
purchased the Shares.

               Therefore,  pursuant to Code  ss.83(b)  and  Treasury  Regulation
ss.1.83-2 promulgated thereunder, the undersigned hereby makes an election, with
respect  to the  Shares  (described  below),  to report as  taxable  income  for
calendar  year 2000 the excess (if any) of the Shares'  fair market value on May
31, 2000 over purchase price thereof.

               The following information is supplied in accordance with Treasury
Regulation ss.1.83-2(e):

        1.     The name, address and social security number of the undersigned:

                        -------------------------

                        -------------------------

                        -------------------------

                        Social Security Number: ________________

        2.     A  description of the property with respect to which the election
is being made: 2,669 shares of Voting Common Stock,  par value $.01 per share of
Outsourcing Solutions Inc., a Delaware corporation.

        3.     The date on which the  property  was  transferred: May 31,  2000.
The taxable year for which such election is made: calendar year 2000.

        4.     The  restrictions  to  which the  property  is  subject:  If  the
undersigned ceases to be a member of the Company's Board of Directors due to the
undersigned's termination of membership of the Company's Board of Directors with
cause,  then the  Company and its  designees  have the right to  repurchase  the
securities of the Company held by the undersigned at a price equal to the lesser
of (A) original cost and (B) fair market value.

        5.     The  fair  market  value  on  May 31, 2000  of  the property with
respect to which the election is  being  made, determined  without regard to any
lapse restrictions: $37.47 per share of Voting Common Stock.

        6.     The  amount  paid  for such  property: $37.47 per share of Common
Stock.

               A copy of this  election has been  furnished to the  Secretary of
the Company pursuant to Treasury Regulations ss.1.83-2(e)(7).



Dated:  May 31, 2000            ------------------------------------------------


                                        ----------------------