INDEMNITY AGREEMENT


               This Indemnity Agreement, dated as of ______________,  is made by
and between Outsourcing  Solutions Inc., a Delaware corporation (the "Company"),
______________  (the "Indemnitee"),  an "agent" (as hereinafter  defined) of the
Company.

                                    R E C I T A L S

               A. The Company recognizes that competent and experienced  persons
are  increasingly  reluctant to serve as  directors or officers of  corporations
unless   they  are   protected   by   comprehensive   liability   insurance   or
indemnification,  or both,  due to increased  exposure to  litigation  costs and
risks  resulting  from their service to such  corporations,  and due to the fact
that  the  exposure   frequently   bears  no  reasonable   relationship  to  the
compensation of such directors and officers;

               B. The statutes and judicial  decisions  regarding  the duties of
directors and officers are often difficult to apply,  ambiguous, or conflicting,
and  therefore  fail to provide  such  directors  and  officers  with  adequate,
reliable  knowledge  of legal  risks to which they are  exposed  or  information
regarding the proper course of action to take;

               C. The Company and the Indemnitee recognize that plaintiffs often
seek  damages  in such  large  amounts  and the  costs of  litigation  may be so
enormous  (whether  or not the case is  meritorious),  that the  defense  and/or
settlement of such litigation is often beyond the personal resources of officers
and directors;

               D. The Company  believes  that it is unfair for its directors and
officers to assume the risk of huge judgments and other expenses which may occur
in cases in which the  director or officer  received  no personal  profit and in
cases where the director or officer was not culpable;

               E. The Company,  after reasonable  investigation,  has determined
that the  liability  insurance  coverage  presently  available to the Company is
inadequate  to cover all possible  exposure for which the  Indemnitee  should be
protected and/or unreasonably expensive. The Company believes that the interests
of the Company and its  shareholders  would best be served by a  combination  of
such insurance (if reasonably  available) and the indemnification by the Company
of the directors and officers of the Company;

               F.  Section  145  of the  General  Corporation  Law  of  Delaware
("Section 145"),  under which the Company is organized,  empowers the Company to
indemnify  its  officers,  directors,  employees  and agents by agreement and to
indemnify  persons who serve,  at the request of the Company,  as the directors,
officers,  employees  or  agents  of  other  corporations  or  enterprises,  and
expressly  provides  that the  indemnification  provided  by Section  145 is not
exclusive;

               G.  The  Board  of  Directors  has  determined  that  contractual
indemnification  as set forth  herein is not only  reasonable  and  prudent  but
necessary to promote the best interests of the Company and its shareholders;

               H. The Company  desires and has requested the Indemnitee to serve
or continue  to serve as a director  or officer of the  Company  free from undue
concern for claims for damages arising out of or related to such services to the
Company; and

               I. The  Indemnitee is willing to serve,  or to continue to serve,
the Company,  only on the condition that he is furnished the indemnity  provided
for herein.


                                       A G R E E M E N T

               NOW,  THEREFORE,  in  consideration  of the mutual  covenants and
agreements set forth below,  the parties hereto,  intending to be legally bound,
hereby agree as follows:

               1.     Definitions.

                      (a)  Agent.  For purposes of  this  Agreement,  "agent" of
the  Company means  any person who  is or was a  director,  officer, employee or
other agent of the Company or a subsidiary of the Company; or is or was  serving
at the  request of, for the convenience of, or to represent  the interest of the
Company or a subsidiary of the Company as a director, officer, employee or agent
of another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise; or was a director,  officer, employee or agent of a foreign or
domestic corporation which was a predecessor corporation of the Company, or  was
a director,  officer, employee or agent of another enterprise at the request of,
for  the  convenience  of, or  to  represent  the  interests of such predecessor
corporation.

                      (b)  Expenses.  For purposes of this Agreement, "expenses"
includes  all  direct  and  indirect  costs  of  any  type  or nature whatsoever
(including,  without limitation, all attorneys' fees and related  disbursements,
other  out-of-pocket  costs  and reasonable  compensation  for time spent by the
Indemnitee for which he is not otherwise compensated by the Company or any third
party, provided that the rate of  compensation  and estimated time  involved  is
approved by the  Board of Directors),  actually and  reasonably  incurred by the
Indemnitee  in connection with either the  investigation, defense or appeal of a
proceeding or establishing or  enforcing a right to  indemnification  under this
Agreement,  Section 145 or  otherwise,  and amounts paid in  settlement by or on
behalf of  Indemnitee,  but shall not  include  any final  judgments,  fines or 
penalties actually levied against the Indemnitee.

                      (c)  Proceedings.  For the  purposes  of  this  Agreement,
"proceeding" means any threatened, pending,  or completed action,  suit or other
proceeding,  whether civil, criminal, administrative, investigative or any other
type whatsoever.

                      (d)  Subsidiary.   For   purposes   of   this   Agreement,
"subsidiary" means any corporation,limited liability company, partnership, joint
venture  or  any  similar entity  of  which  more  than  40% of the  outstanding
securities, interests, or  similar ownership  instruments  are owned directly or
indirectly by the Company, by the Company and one or more other subsidiaries, or
by one or more other subsidiaries.

                      (e)  Other Enterprise.  For  purposes  of this  Agreement,
"other enterprise" shall include employee  benefit plans;  references to "fines"
shall  include any  excise tax assessed  with respect  to any  employee  benefit
plans;  references  to "serving at the request of the Company" shall include any
service as a  director, officer, employee or  agent of the Company which imposes
duties  on, or involves  services by, such  director, officer, employee or agent
with  respect to an employee benefit plan, its participants,  or  beneficiaries;
any person who acts in good faith and in a manner he  reasonably  believes to be
in  the  best  interest  of  the participants  and beneficiaries of  an employee
benefit plan shall be deemed to have acted in a manner "not  opposed to the best
interests of the Company" as referred to in this Agreement.

               2.     Agreement to Serve.  The Indemnitee agrees to serve and/or
continue  to serve as an agent of the  Company,  at its will (or under  separate
agreement,  if such  agreement  exists),  in the capacity  Indemnitee  currently
serves as an agent of the  Company,  so long as he is duly  appointed or elected
and qualified in accordance with the applicable  provisions of the Bylaws of the
Company or any  subsidiary  of the  Company or until such time as he tenders his
resignation  in writing,  provided,  however,  that  nothing  contained  in this
Agreement is intended to create any right to continued  employment by Indemnitee
in any capacity.

               3.     Indemnity in Third Party Proceedings.  The  Company  shall
indemnify  the  Indemnitee  if the  Indemnitee is a party to or threatened to be
made a party to or otherwise involved in any proceeding (other than a proceeding
by or in the name of the Company to procure  judgment in its favor) by reason of
the fact that the Indemnitee is or was an agent of the Company,  or by reason of
any act or inaction by him in any such  capacity,  against any and all  expenses
and  liabilities  of  any  type  whatsoever  (including,  but  not  limited  to,
judgments,  fines and  penalties),  actually and  reasonably  incurred by him in
connection  with  the  investigation,  defense,  settlement  or  appeal  of such
proceeding,  but only if the  Indemnitee  acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Company,  and,  with  respect  to any  criminal  action  or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
proceeding  by judgment,  order of court,  settlement,  conviction or on plea of
nolo contendere,  or its equivalent,  shall not, of itself, create a presumption
that  Indemnitee  did not act in good  faith  in a manner  which  he  reasonably
believed to be in the best  interests  of the  Company,  and with respect to any
criminal proceedings,  that such person had reasonable cause to believe that his
conduct was unlawful.

               4.   Indemnity in Derivative Actions. The Company shall indemnify
the  Indemnitee if the Indemnitee is a party to or threatened to be made a party
to or otherwise  involved in any  proceeding by or in the name of the Company to
procure a judgment in its favor by reason of the fact that the  Indemnitee is or
was an agent of the  Company,  or by reason of any act or inaction by him in any
such  capacity,  against all expenses  actually and  reasonably  incurred by the
Indemnitee in connection with the investigation,  defense, settlement, or appeal
of such  proceeding,  but only if the  Indemnitee  acted in good  faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the Company,  except that no indemnification under this subsection shall be made
in respect of any claim,  issue or matter as to which the Indemnitee  shall have
been  finally  adjudged  to be liable  to the  Company  by a court of  competent
jurisdiction  due to willful  misconduct of a culpable nature in the performance
of his duty to the  Company,  unless  and only to the  extent  that any court in
which such proceeding was brought shall determine upon application that, despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and reasonably  entitled to indemnity for such expenses as
such court shall deem proper.

               5.     Indemnification   of   Expenses   of   Successful   Party.
Notwithstanding  any other provisions of this Agreement,  to the extent that the
Indemnitee  has been  successful  on the merits or  otherwise  in defense of any
proceeding or in defense of any claim,  issue or matter  therein,  including the
dismissal  of an action  without  prejudice,  the Company  shall  indemnify  the
Indemnitee  against all expenses actually and reasonably  incurred in connection
with the investigation, defense or appeal of such proceeding.

               6.     Partial  Indemnification.  If  the  Indemnitee is entitled
under any provision of this Agreement to indemnification by the Company for some
or a portion of any expenses or liabilities of any type  whatsoever  (including,
but not  limited  to, judgments,  fines or penalties), actually  and  reasonable
incurred  by  him in  the  investigation,  defense,  settlement or  appeal  of a
proceeding but is not entitled, however, to indemnification for the total amount
thereof, the Company shall nevertheless indemnify the Indemnitee for the portion
thereof to which the Indemnitee is entitled.

               7.  Advancement of Expenses.  Subject to Section 11(a) below, the
Company shall advance all expenses incurred by the Indemnitee in connection with
the investigation,  defense, settlement or appeal of any proceeding to which the
Indemnitee  is a party or is threatened to be made a party by reason of the fact
that  the  Indemnitee  is or was an  agent  of the  Company.  Indemnitee  hereby
undertakes  to repay such amounts  advanced  only if, and to the extent that, it
shall  ultimately  be  determined  that the  Indemnitee  is not  entitled  to be
indemnified by the Company as authorized by this  Agreement.  The advances to be
made  hereunder  shall be paid by the Company to or on behalf of the  Indemnitee
within thirty (30) days following  delivery of a written request therefor by the
Indemnitee to the Company.

               8.     Notice and Other Indemnification Procedures.

                      (a)  Promptly after receipt by the Indemnitee of notice of
the  commencement  of or the threat  of  commencement  of  any  proceeding,  the
Indemnitee  shall, if  the Indemnitee believes that indemnification with respect
thereto may be sought from the Company  under this Agreement, notify the Company
of the commencement or threat of commencement thereof.

                      (b)  Any indemnification requested by the Indemnitee under
Section 3 and/or 4 hereof shall be made no later than forty-five (45) days after
receipt  of  the written  request  of  Indemnitee unless a determination is made
within  said  forty-five (45) day period (i)  by  the Board of  Directors of the
Company by a majority  vote of a quorum thereof  consisting of directors who are
not  parties to  such  proceedings, or (ii)  in  the event such a  quorum is not
obtainable, at the election  of the Company, either by independent legal counsel
in a written opinion or by a panel of  arbitrators, one of  whom is  selected by
the Company, another of whom is selected  by the Indemnitee and the last of whom
is  selected by  the first two arbitrators so selected,  that the Indemnitee has
not met the  relevant standards for indemnification set forth in Section 3 and 4
hereof.

                      (c)  Notwithstanding  a  determination  under Section 8(b)
above that the Indemnitee is not entitled to indemnification with respect to any
specific  proceeding,  the Indemnitee shall have the right to apply to any court
of competent jurisdiction for the purpose of enforcing the Indemnitee's right to
indemnification  pursuant  to this  Agreement.  The burden  of proving  that the
indemnification or advances are not appropriate shall be on the Company. Neither
the  failure of the  Company (including  its Board  of Directors  or independent
legal counsel or the panel of arbitrators) to have made a determination prior to
the  commencement  of such action that indemnification or advances are proper in
the circumstances  because the Indemnitee  has met the  applicable  standard  of
conduct,  nor an  actual determination  by the Company  (including  its Board of
Directors or  independent  legal counsel or the  panel of arbitrators)  that the
Indemnitee has not met such applicable  standard of conduct,  shall be a defense
to the  action or  create any presumption  that the Indemnitee  has not  met the
applicable standard of conduct.

                      (d) The Company shall indemnify the Indemnitee against all
expenses  incurred  in connection  with  any  hearing  or proceeding  under this
Section 8 unless a court of competent jurisdiction finds that each of the claims
and/or defenses of the Indemnitee in any such proceeding was frivolous or in bad
faith.

               9.     Assumption  of Defense.  In the event the Company shall be
obligated  to pay the expenses of any  proceeding  against the  Indemnitee,  the
Company,  if  appropriate,  shall be  entitled  to assume  the  defense  of such
proceeding,  with counsel  reasonably  acceptable  to the  Indemnitee,  upon the
delivery to the  Indemnitee  of written  notice of its  election to do so. After
delivery of such  notice,  approval of such  counsel by the  Indemnitee  and the
retention of such counsel by the Company,  the Company will not be liable to the
Indemnitee under this Agreement for any fees of counsel subsequently incurred by
the  Indemnitee  with  respect  to the same  proceeding,  provided  that (i) the
Indemnitee  shall have the right to employ his counsel in such proceeding at the
Indemnitee's  expense;  and  (ii)  if  (a)  the  employment  of  counsel  by the
Indemnitee  has been  previously  authorized in writing by the Company,  (b) the
Indemnitee  shall have  reasonably  concluded  that  there may be a conflict  of
interest  between  the  Company  and the  Indemnitee  in the conduct of any such
defense,  or (c) the Company shall not, in fact, have employed counsel to assume
the  defense  of such  proceeding,  the fees and  expenses  of the  Indemnitee's
counsel shall be at the expense of the Company.

               10.  Insurance.  The Company may, but is not obligated to, obtain
directors'  and officers'  liability  insurance  ("D&O  Insurance") as may be or
become available in reasonable  amounts from established and reputable  insurers
with respect to which the Indemnitee is named as an insured. Notwithstanding any
other  provision  of the  Agreement,  the  Company  shall  not be  obligated  to
indemnify the Indemnitee for expenses, judgments, fines or penalties, which have
been paid directly to the  Indemnitee by D&O  Insurance.  If the Company has D&O
Insurance in effect at the time the Company  receives  from the  Indemnitee  any
notice of the commencement of a proceeding, the Company shall give prompt notice
of the  commencement  of such  proceeding to the insurers in accordance with the
procedures  set forth in the  policy.  The  Company  shall  thereafter  take all
necessary  or desirable  action to cause such  insurers to pay, on behalf of the
Indemnitee,  all amounts  payable as a result of such  proceeding  in accordance
with the terms of such policy.

               11.    Exceptions.  Any other provision  herein  to the  contrary
notwithstanding,  the Company  shall not be  obligated  pursuant to the terms of
this Agreement:

                      (a)  Claims  Initiated  by  Indemnitee.  To  indemnify  or
advance  expenses to the Indemnitee   with  respect  to  proceedings  or  claims
initiated  or  brought  voluntarily by the Indemnitee and not by way of defense,
except with respect to  proceedings  brought to  establish or enforce a right to
indemnification  under this  Agreement or any other  statute or law or otherwise
as  required  under  Section 145,  but such  indemnification  or  advancement of
expenses  may  be provided by the  Company  in  specific  cases if the  Board of
Directors finds it to be appropriate; or

                      (b)  Action  for   Indemnification.   To   indemnify   the
Indemnitee  for  any expenses  incurred by the  Indemnitee  with  respect to any
proceeding instituted by the Indemnitee to enforce or interpret this  Agreement,
if a  court of  competent jurisdiction  determines  that  each  of the  material
assertions  made by the Indemnitee in such proceeding was not made in good faith
or was frivolous; or

                      (c)  Unauthorized Settlements. To indemnify the Indemnitee
under this Agreement for any amounts paid in settlement of a proceeding affected
without  the  Company's  written  consent.  The  Company  shall  not settle  any
proceeding  without the Indemnitee's  written  consent.  Neither the Company nor
Indemnitee will unreasonably withhold consent to any proposed settlement; or

                      (d)  Certain  Matters.  To  indemnify  the  Indemnitee  on
account of any proceeding with respect to (i) remuneration paid to Indemnitee if
it  is  determined  by final  judgment or  other  final  adjudication  that such
remuneration  was in violation of law,  (ii) which  final  judgment  is rendered
against  the  Indemnitee  for an accounting of profits made from the purchase or
sale by Indemnitee of securities  of the Company  pursuant to the  provisions of
Section  16(b) of  the  Securities Exchange Act  of 1934, as amended, or similar
provisions  of  any  federal,  state  or  local  statute,  or  (iii) which it is
determined by final judgment or other final adjudication  that the  Indemnitee's
conduct was knowingly fraudulent or dishonest.

               12.    Nonexclusivity.  The provisions  for  indemnification  and
advancement  of  expenses  set  forth  in this  Agreement  shall  not be  deemed
exclusive of any other rights which the  Indemnitee may have under any provision
of law, the Company's  Certificate of Incorporation  or Bylaws,  in any court in
which a  proceeding  is  brought,  the  vote of the  Company's  shareholders  or
disinterested directors, other agreements or otherwise, both as to action in his
official capacity and to action in another capacity while occupying his position
as an agent of the Company, and the Indemnitee's rights hereunder shall continue
after the  Indemnitee  has ceased  acting as an agent of the  Company  and shall
inure  to  the  benefit  of  the  heirs,  executors  and  administrators  of the
Indemnitee.

               13.   Subrogation.  In the event of payment under this Agreement,
the  Company  shall be  subrogated  to the extent of such  payment to all of the
rights of recovery of the Indemnitee,  who shall execute all papers required and
shall do everything  that may be necessary to secure such rights,  including the
execution of such documents necessary to enable the Company effectively to bring
suit to enforce such rights.

               14.    Interpretation  of  Agreement.  It is understood that  the
parties  hereto intend this  Agreement to be  interpreted  and enforced so as to
provide indemnification to the Indemnitee to the fullest extent now or hereafter
permitted by law.

               15.    Severability.   If  any provision  or  provisions  of this
Agreement shall be held to be invalid,  illegal or unenforceable  for any reason
whatsoever,  (i) the  validity,  legality and  enforceability  of the  remaining
provisions of the Agreement  (including without limitation,  all portions of any
paragraphs of this  Agreement  containing any such provision held to be invalid,
illegal  or  unenforceable,   that  are  not  themselves  invalid,   illegal  or
unenforceable) shall not in any way be affected or impaired thereby, and (ii) to
the fullest  extent  possible,  the  provisions  of this  Agreement  (including,
without limitation,  all portions of any paragraph of this Agreement  containing
any such provision held to be invalid,  illegal or  unenforceable,  that are not
themselves invalid,  illegal or unenforceable)  shall be construed so as to give
effect to the  intent  manifested  by the  provision  held  invalid,  illegal or
unenforceable and to give effect to Section 14 hereof.

               16.    Modification and Waiver.  No supplement,  modification  or
amendment of this Agreement  shall be binding unless executed in writing by both
of the parties  hereto.  No waiver of any of the  provisions  of this  Agreement
shall be deemed or shall  constitute  a waiver  of any  other  provision  hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.

               17.    Successor and Assigns.  The terms of this  Agreement shall
bind,  and shall  inure to the  benefit  of, the  successors  and assigns of the
parties hereto.

               18.    Notice.   All  notices,   requests,   demands   and  other
communications under this Agreement shall be in writing and shall be deemed duly
given (i) if delivered by hand and receipted for by the party  addressee or (ii)
if mailed by certified or  registered  mail with postage  prepaid,  on the third
business day after the mailing date. Addresses for notice to either party are as
shown on the signature page of this Agreement,  or as  subsequently  modified by
written notice.

               19.   Governing Law. This Agreement shall be governed exclusively
by and construed  according to the laws of the State of Delaware,  as applied to
contracts between Delaware  residents entered into and to be performed  entirely
within  Delaware.  If a  court  of  competent  jurisdiction  shall  make a final
determination  that the  provisions  of the law of any state other than Delaware
govern  indemnification  by the Company of its officers and directors,  then the
indemnification  provided  under  this  Agreement  shall  in  all  instances  be
enforceable to the fullest extent permitted under such law,  notwithstanding any
provision of this Agreement to the contrary.

               The parties  hereto have  entered into this  Indemnity  Agreement
effective as of the date first above written.

                           OUTSOURCING SOLUTIONS INC.


                           By  
                               --------------------------------------

                               Timothy G. Beffa
                               President, Chief Executive Officer

                               Address:     390 South Woods Mill Road
                                            Suite 350
                                            St. Louis, MO 63017


                                            Indemnitee:

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

                               Address:      
                                            -------------------------