<SEQUENCE>3

<FILENAME>upaw_f10k-123101.txt

<DESCRIPTION>UNIT PURCHASE AGREEMENT AND WARRANT

<TEXT>





                             UNIT PURCHASE AGREEMENT



     THIS  UNIT   PURCHASE   AGREEMENT,   dated  as  of  April  10,  2002  (this

"Agreement"),  is made by and  among  Outsourcing  Solutions  Inc.,  a  Delaware

corporation  (the "Company"),  and the Purchasers  listed on the signature pages

hereto  (each a  "Purchaser"  and  collectively  the  "Purchasers").  Except  as

otherwise  indicated,  capitalized  terms used  herein are  defined in Section 7

hereof.



     The parties hereto agree as follows:



     Section 1.  Authorization  of Series B Junior  Preferred Stock. The Company

has authorized a class of 7,500 shares of Series B Junior  Preferred  Stock,  no

par value per  share,  having  the terms and  provisions  set forth on Exhibit A

hereto (the "Series B Junior Preferred Stock").



     Section 2.  Purchase and Sale of Junior Preferred Stock.



     2A.  Purchase  and Sale.  Subject  to the terms  and  conditions  set forth

herein,  the  Company  will  sell to each  Purchaser,  and each  Purchaser  will

purchase  from the  Company,  (i)  such  number  of  shares  of  Series B Junior

Preferred  Stock as is set forth in Schedule 1 attached  hereto at the  purchase

price set forth  thereon and (ii) a warrant (each a "Warrant") to purchase up to

the number of shares of the Company's  Senior Common Stock,  par value $.01 (the

"Senior Common Stock") set forth next opposite such Purchaser's name on Schedule

2 attached  hereto at the purchase  price set forth  thereon.  This purchase and

sale is being  consummated  pursuant to Section 4.C.vii of the Company's  Fourth

Amended and Restated Certificate of Incorporation. The Series B Junior Preferred

Stock and Warrants are collectively referred to herein as the "Units."



     2B.  The  Closing.  The  closing  of the sale  and  purchase  of the  Units

hereunder  (the  "Closing")  will take place at the offices of Kirkland & Ellis,

200 East Randolph,  Chicago,  Illinois 60601.  At the Closing,  the Company will

deliver to each Purchaser (i) a Warrant and (ii) a certificate  or  certificates

evidencing  the  number  of  shares  of  Series B Junior  Preferred  Stock to be

purchased by such  Purchaser,  registered in the name of such Purchaser  against

payment of the purchase  price  therefor by delivery of a cashier's or certified

check  or  checks  of  immediately  available  funds  or  by  wire  transfer  of

immediately available funds to a bank account designated by the Company.



     Section 3.  Restrictions on Transfers.



     3A. Transfer of Restricted  Securities.  No holder of Restricted Securities

(other than Madison Dearborn Capital Partners III, L.P. or its affiliates) shall

sell, transfer,  assign, pledge or otherwise dispose of (whether with or without

consideration  and whether  voluntarily or involuntarily or by operation of law)

any interest in his Restricted Securities (a "Transfer"), except pursuant to the

provisions of this paragraph 3.



     3B. First Offer Right. At least 30 days prior to making any Transfer of any

Restricted   Securities  the   transferring   stockholder   (the   "Transferring

Stockholder") shall deliver a written notice (an "Offer Notice") to the Company.

The Offer  Notice shall  disclose in  reasonable  detail the proposed  number of

Restricted  Securities to be  transferred,  the proposed terms and conditions of

the  Transfer  and the  identity of the  prospective  transferee(s)  (if known).

First,  the  Company  may elect to  purchase  all (but not less than all) of the

Restricted  Securities  specified  in the  Offer  Notice at the price and on the

terms  specified  therein by delivering  written  notice of such election to the

Transferring  Stockholder  as soon as practical but in any event within ten days

after the delivery of the Offer  Notice.  If the Company has elected to purchase

Restricted  Securities from the Transferring  Stockholder,  the transfer of such

shares  shall be  consummated  as soon as  practical  after the  delivery of the

election notice(s) to the Transferring  Stockholder,  but in any event within 15

days after the expiration of the Election Period. To the extent that the Company

has not elected to purchase all of the Restricted  Securities being offered, the

Transferring  Stockholder  may,  within  90 days  after  the  expiration  of the

Election Period and subject to the provisions of subparagraph 3A above, transfer

such Restricted  Securities to one or more third parties at a price no less than

95% of the price per share  specified  in the Offer Notice and on other terms no

more  favorable  to the  transferees  thereof than offered to the Company in the

Offer Notice.  Any  Restricted  Securities  not  transferred  within such 90-day

period shall be reoffered  to the Company  under this  paragraph 3B prior to any

subsequent  Transfer.  The purchase price specified in any Offer Notice shall be

payable solely in cash at the closing of the transaction or in installments over

time



     3C.  Procedure  for  Transfer.  In  connection  with  the  transfer  of any

Restricted  Securities  other than to the  Company or Madison  Dearborn  Capital

Partners III,  L.P. or its  affiliates,  the holder  thereof will deliver to the

Company an opinion (reasonably satisfactory to the Company) of counsel which (to

the Company's  reasonable  satisfaction)  is  knowledgeable  in  securities  law

matters  to the  effect  that such  transfer  of  Restricted  Securities  may be

effected without registration of such Restricted Securities under the Securities

Act.



     Section 4.  Representations  and  Warranties  of the  Company.  The Company

hereby represents and warrants to each Purchaser that as of the Closing:



     4A. Organization, etc. The Company is a corporation duly organized, validly

existing  and in good  standing  under  the laws of the State of  Delaware.  The

Company  has all  requisite  corporate  power  and  authority  to  carry  on its

businesses as now conducted and presently  proposed to be conducted and to carry

out the transactions contemplated by this Agreement.



     4B.  Authorization;  No Breach. The execution,  delivery and performance of

this Agreement and all other agreements and transactions contemplated hereby and

thereby have been duly authorized by the Company.  This Agreement  constitutes a

valid and binding  obligation of the Company  enforceable in accordance with its

terms,  subject to the  availability  of  equitable  remedies and to the laws of

bankruptcy and other similar laws affecting  creditors'  rights  generally.  The

execution and delivery by the Company of this Agreement and all other agreements

and instruments  contemplated  hereby and thereby to be executed by the Company,

and the offering,  sale and issuance of the Units hereunder, do not and will not

(i) conflict  with or result in a breach of the terms,  conditions or provisions

of, (ii)  constitute a default under,  (iii) result in the creation of any lien,

security  interest,  charge or encumbrance  upon the Company's  capital stock or

assets  pursuant  to,  (iv) give any third  party  the right to  accelerate  any

obligation   under,   (v)  result  in  a  violation  of,  or  (vi)  require  any

authorization,  consent, approval,  exemption or other action by or notice to or

filing  with any court or  administrative  or  governmental  body (other than in

connection  with certain state and federal  securities  laws) or any other third

party pursuant to, the Fourth Amended and Restated  Certificate of Incorporation

or the  Bylaws,  or any  law,  statute,  rule,  regulation,  instrument,  order,

judgment  or  decree  to which  the  Company  is  subject  or any  agreement  or

instrument  to which the  Company is a party,  or by which its assets are bound.

The Series B Junior  Preferred  Stock has been duly and validly  authorized  for

issuance by the Company and,  when issued and paid for in  accordance  with this

Agreement, will be fully paid and non-assessable and free and clear of any liens

and preemptive or similar rights. The Senior Common Stock issuable upon exercise

of the Warrants has been duly and validly authorized for issuance by the Company

and, when issued and paid for in accordance with this  Agreement,  will be fully

paid and  non-assessable  and free and  clear of any  liens  and  preemptive  or

similar rights.



     4C. No Registration. Assuming the truth and accuracy of the representations

set forth in Section 5 hereof, the offers and sales of the Units pursuant to the

terms hereof are not required to be registered  under the  Securities Act or any

state securities laws.



     Section 5.  Purchasers' Representations and Warranties.



     5A. Purchasers' Investment  Representations.  Each Purchaser  individually,

and not jointly or severally,  hereby  represents that he or it is acquiring the

Restricted  Securities  purchased  hereunder for his or its own account with the

present intention of holding such securities for investment purposes and that it

has no  intention  of  selling  such  securities  in a  public  distribution  in

violation of federal or state securities laws;  provided that nothing  contained

herein will prevent the Purchaser and the subsequent  holders of such securities

from transferring such securities in compliance with the provisions of Section 3

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