OSI SUPPORT SERVICES INC
VOTING AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>va_f10k-123101.txt
<DESCRIPTION>VOTING AGREEMENT
<TEXT>
                           OUTSOURCING SOLUTIONS INC.

                                VOTING AGREEMENT
                                ----------------


     THIS VOTING  AGREEMENT  (this  "Agreement")  is made as of April 16,  2001,
among  Outsourcing  Solutions  Inc.,  a Delaware  corporation  (the  "Company"),
Madison Dearborn Capital Partners III, L.P. (the "Principal Investor"),  Gryphon
Partners  II, L.P.  ("GPII")  and Gryphon  Partners  II-A,  L.P.  ("GPII-A"  and
together  with  GPII,   "Gryphon")  (Gryphon  and  the  Principal  Investor  are
collectively  referred  to  herein  as the  "Investors").  Except  as  otherwise
provided, capitalized terms used herein are defined in paragraph 2 hereof.

     The Company and  Gryphon  are  parties to a Stock  Subscription  Agreement,
dated as of April 3, 2001 (the "Subscription  Agreement"),  wherein, inter alia,
Gryphon is  acquiring  certain  shares of Senior  Common  Stock.  A condition to
Gryphon's obligations under the Subscription  Agreement is that the Company, the
Principal  Investor  and Gryphon  enter into this  Agreement  for the purpose of
setting forth the terms and  conditions  pursuant to which the  Investors  shall
vote their OSI Shares (as defined  below) in favor of certain  designees  to the
Company's Board of Directors.

     Each  of  the  Company,  the  Principal  Investor  and  Gryphon  desire  to
facilitate the voting  arrangements set forth in this Agreement and the sale and
purchase of the Senior Common Stock pursuant to the Subscription  Agreement,  by
agreeing to the terms and conditions set forth below.

     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.  Board of Directors.

     (a) From and after the  Initial  Closing  and until the  consummation  of a
Qualified  Public  Offering,  the Principal  Investor  designates  Gryphon as an
Authorized Person pursuant to paragraph  1(a)(ii)(B) of the Amended and Restated
Stockholders  Agreement  and, in doing so,  authorizes  Gryphon to designate one
individual (the "Gryphon  Director") to be elected to the Board.  Gryphon hereby
consents  to being  designated  as an  Authorized  Person  under the Amended and
Restated  Stockholders   Agreement  and  to  the  obligations  related  to  such
designation pursuant to paragraph 3(c) thereof.

     (b) From and after the  Initial  Closing and until the  provisions  of this
paragraph 1 cease to be effective as provided in paragraph  1(b)(i) and 1(b)(ii)
below,  as the case may be, each Investor shall vote all of its OSI Shares which
are voting  shares and any other voting  securities of the Company over which it
has voting  control  and shall take all other  necessary  or  desirable  actions
within its control (whether in its capacity as a stockholder,  director,  member
of a board  committee  or officer of the Company or  otherwise,  and  including,
without limitation, attendance at meetings in person or by proxy for purposes of
obtaining a quorum and  execution  of written  consents in lieu of  meetings) so
that:

          (i) prior to the  termination of the provisions set forth in paragraph
     1 of the Amended  and  Restated  Stockholders  Agreement,  the  individuals
     specified  in paragraph  1(a)(ii) of the Amended and Restated  Stockholders
     Agreement are elected to the Board; and

          (ii) upon and  subsequent to the  consummation  of a Qualified  Public
     Offering,  two Principal  Investor  Directors and one Gryphon  Director are
     elected to the Board;  provided,  that Gryphon's voting  obligations  under
     this paragraph  1(b)(ii) shall terminate at such time as Principal Investor
     holds that number of OSI Shares which is less than  one-third of the number
     of OSI Shares held as of the date hereof,  and Principal  Investor's voting
     obligations  under this paragraph  1(b)(ii) shall terminate at such time as
     Gryphon  holds  that  number  of OSI  Shares  which is less than 30% of the
     number of OSI Shares held as of the date hereof.

     (c) Upon any  Permitted  Transfer  (as defined in the Amended and  Restated
Stockholders  Agreement)  by an  Investor  (other  than in the  case of a Public
Sale),  such Investor shall cause any  transferee  who,  immediately  after such
Permitted Transfer beneficially owns at least 5% of the voting securities of the
Company to assume the  obligations  of such Investor  under this paragraph 1 and
such transferee shall execute an amendment to this Agreement or joinder or other
document  reasonably  acceptable to the other parties that are not party to such
transfer. Each certificate  representing any OSI Shares that are subject to this
Agreement  shall be endorsed by the Company with a legend reading  substantially
as follows:

     "THE SHARES  EVIDENCED  HEREBY  ARE SUBJECT  TO A VOTING AGREEMENT (A
     COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE ISSUER)."

     2.  Definitions.

     "Affiliate" of an Investor  means any other Person,  directly or indirectly
controlling,  controlled  by or under common  control with such Investor and any
partner of an  Investor  which is a  partnership  and any  officer,  director or
managing member of any Investor which is a corporation or other entity.

     "Amended and Restated  Stockholders  Agreement"  means that certain Amended
and  Restated  Stockholders  Agreement  dated as of the date  hereof  among  the
Company,  the  Principal  Investor,  Gryphon  and certain  other  holders of OSI
Shares, as may be amended or supplemented from time to time.

     "Common Stock" means  collectively  the Senior Common Stock,  Voting Common
Stock, par value $0.01 per share and Nonvoting Common Stock, par value $0.01 per
share.

     "OSI Shares"  means (i) any Common  Stock,  (ii) any Common Stock issued or
issuable  directly or indirectly  upon exercise of Warrants or Options and (iii)
any Common Stock issued or issuable with respect to the  securities  referred to
in clauses  (i) and (ii)  above by way of stock  dividend  or stock  split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other  reorganization.  As to any  particular  OSI Shares,  such shares shall
cease to be OSI Shares when they have been disposed of in a Public Sale.

     "Person" means 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.

     "Principal  Investor  Director"  means  any  individual  designated  by the
Principal Investor pursuant to paragraph 1(a)(ii)(B) of the Amended and Restated
Stockholders Agreement.

     "Public  Sale"  means any sale of OSI Shares to the public  pursuant  to an
offering  registered under the Securities Act or, following a public offering of
any class of Common Stock of the Company registered under the Securities Act, to
the public  pursuant to the  provisions of Rule 144, or any successor  provision
thereto, adopted under the Securities Act.

     "Qualified  Public  Offering" means the issuance and sale by the Company 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" means the Securities Act of 1933, as amended from time to
time.

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

     3.  Amendment  and  Waiver.  No  modification,  amendment  or waiver of any
provision  of this  Agreement  shall  be  effective  against  the  Company,  the
Principal  Investor  or  Gryphon  unless,  in  the  case  of a  modification  or
amendment,  such modification or amendment is approved in writing by each of the
Company,  the Principal Investor and Gryphon and, in the case of a waiver,  such
waiver is approved in writing by the Company, the Principal Investor or Gryphon,
as the case may be.

     4.  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  invalid,  illegal  or
unenforceable   in  any  respect  under  any  applicable  law  or  rule  in  any
jurisdiction,  such invalidity,  illegality or unenforceability shall not affect
the  validity,  legality  or  enforceability  of any  other  provision  of  this
Agreement   in  such   jurisdiction   or  affect  the   validity,   legality  or
enforceability  of any provision in any other  jurisdiction,  but this Agreement
shall be  reformed,  construed  and  enforced  in such  jurisdiction  as if such
invalid, illegal or unenforceable provision had never been contained herein.

     5.  Entire Agreement.  Except as otherwise expressly set forth herein, this
Agreement  and  the  other  agreements  executed   contemporaneously  with  this
Agreement  embody the complete  agreement  and  understanding  among the parties
hereto with respect to the subject matter hereof and supersedes and preempts any
prior  understandings,  agreements or  representations  by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.

     6.  Successors  and Assigns.  Except as  otherwise  provided  herein,  this
Agreement  shall  bind and inure to the  benefit  of and be  enforceable  by the
Company, the Principal Investor and Gryphon and their respective successors,  so
long as, in the case of the Principal  Investor,  the Principal  Investor  holds
that number of OSI Shares  which is no less than  one-third of the number of OSI
Shares held as of the date hereof,  and, in the case of Gryphon,  Gryphon  holds
that number of OSI Shares  which is no less than 30% of the number of OSI Shares
held as of the date hereof;  provided that the rights of Gryphon under paragraph
1 hereof may not be assigned without the prior written approval of the Principal
Investor, other than to an Affiliate of Gryphon.

     7.  Counterparts.  This Agreement may be executed in multiple counterparts,
each of  which  shall  be an  original  and all of which  taken  together  shall
constitute one and the same agreement.

     8.  Remedies.  The Company and the  Investors  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 agree and  acknowledge  that money
damages would not be an adequate remedy for any breach of the provisions of this
Agreement  and that the Company and either  Investor 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 a bond or other security)
in  order  to  enforce  or  prevent  any  violation  of the  provisions  of this
Agreement.

     9.  Notices.  Any notice provided for in this Agreement shall be in writing
and shall be either personally delivered, or mailed by first class mail (postage
prepaid) or sent by reputable overnight courier service (charges prepaid) to the
Company, the Principal Investor and Gryphon at the addresses set forth below and
to any subsequent holder of OSI Shares subject to this Agreement at such address
as indicated by the Company's records, or at such address or to the attention of
such other person as the recipient  party has specified by prior written  notice
to the sending party.  Notices shall be deemed to have been given hereunder when
delivered personally, three business days after deposit in the U.S. mail and one
business day after deposit with a reputable overnight courier service.

     if to the Company:

                   Outsourcing Solutions Inc.
                   390 South Woods Mill Road, Suite 350
                   Chesterfield, MO 63017
                   Attention:    Eric R. Fencl


     with a copy to:

                   Madison Dearborn Capital Partners, III, L.P.
                   Suite 3800
                   Three First National Plaza
                   Chicago, IL 60602
                   Attention:    Timothy M. Hurd


                   Kirkland & Ellis
                   200 E. Randolph
                   Chicago, IL 60601
                   Attention:    Michael H. Kerr, P.C.
                                 Richard W. Porter


     if to the Principal Investor:

                   Madison Dearborn Capital Partners, III, L.P.
                   Suite 3800
                   Three First National Plaza
                   Chicago, IL 60602
                   Attention:    Timothy M. Hurd


     with a copy to:

                   Kirkland & Ellis
                   200 E. Randolph
                   Chicago, IL 60601
                   Attention:    Michael H. Kerr, P.C.
                                 Richard W. Porter


     if to the Gryphon:

                   Gryphon Partners II, L.P.
                   One Embarcadero Center, Suite 2750
                   San Francisco, CA 94111
                   Attention:    Patrick Haiz


     with a copy to:

                   Latham & Watkins
                   505 Montgomery Street, Suite 1900
                   San Francisco, CA 94111
                   Attention:    Scott Haber
<PAGE>


     10. Governing Law. All issues and questions  concerning the relative rights
of the  Company  and  its  stockholders  and  all  other  issues  and  questions
concerning the construction, validity, interpretation and enforceability of this
Agreement  and the  exhibits  and  schedules  hereto  shall be governed  by, and
construed in accordance with, the laws of the State of Delaware,  without giving
effect to any choice of law or  conflict of law rules or  provisions  that would
cause the  application of the laws of any  jurisdiction  other than the State of
Delaware.  In  furtherance  of the  foregoing,  the internal law of the State of
Delaware shall control the  interpretation  and  construction  of this Agreement
(and all schedules and exhibits hereto),  even though under that  jurisdiction's
choice of law or conflict of law  analysis,  the  substantive  law of some other
jurisdiction would ordinarily apply.

     11. Business  Days.  If  any time period for giving notice or taking action
hereunder  expires on a day which is a Saturday,  Sunday or legal holiday in the
state in which the Company's  chief-executive office is located, the time period
shall  automatically be extended to the business day immediately  following such
Saturday, Sunday or legal holiday.

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

     13. Covenants of the Company. The Company agrees to use its reasonable best
efforts to ensure that the rights  granted  hereunder are effective and that the
parties  hereto  enjoy the  benefits  thereof.  Such  actions  include,  without
limitation,  the use of the  Company's  reasonable  best  efforts  to cause  the
nomination  and election of the  directors as provided  above.  The Company will
not,  by any  voluntary  action,  avoid  or  seek to  avoid  the  observance  or
performance  of any of the terms to be performed  hereunder by the Company,  but
will at all times in good faith assist, to the extent possible,  in the carrying
out of all of the  provisions  of this  Agreement  and in the taking of all such
reasonable  actions as may be necessary or  appropriate  in order to protect the
rights of the parties hereunder against impairment.

     14. Execution by the Company.  The Company,  by its  execution in the space
provided below, agrees that it will cause the certificates evidencing the shares
of Common Stock to bear the legend required by Section 1(c) herein, and it shall
supply,  free of charge, a copy of this Agreement to any holder of a certificate
evidencing shares of capital stock of the Company upon written request from such
holder to the Company at its principal office. The parties hereto agree that the
failure to cause the certificates  evidencing the shares of Common Stock to bear
the legend  required  by Section  1(c) herein  and/or  failure of the Company to
supply,  free of charge, a copy of this Agreement as provided under this Section
5 shall not affect the validity or enforcement of this Agreement.



<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have executed this
Voting Agreement as of the date first written above.



                           OUTSOURCING SOLUTIONS INC.

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



                           MADISON DEARBORN CAPITAL PARTNERS III, L.P.

                           By:   Madison Dearborn Partners III, L.P.
                           Its:  General Partners

                                 By:    Madison Dearborn Partners, Inc.
                                 Its:   General Partner

                                 By:    /s/ Paul R. Wood
                                        -------------------------------------
                                 Its:   Managing Director
                                        -------------------------------------



                           GRYPHON PARTNERS II, L.P.,
                           a Delaware limited partnership

                           By:   Gryphon GenPar II, LLC
                           Its:  General Partner

                                 By:    /s/ R. David Andrews
                                        -------------------------------------
                                 Name:  R. David Andrews
                                 Title: President



                           GRYPHON PARTNERS II-A, L.P.,
                           a Delaware limited partnership

                           By:   Gryphon GenPar II, LLC
                           Its:  General Partner

                                 By:    /s/ R. David Andrews
                                        -------------------------------------
                                 Name:  R. David Andrews
                                 Title: President



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