February 6, 1998



Mr. William B. Hewitt
President & CEO
The Union Corporation
211 King Street, Suite 100
Charleston, South Carolina  29401

Dear Bill:

The  purpose of this  letter is to outline  the  mutual  understandings  we have
developed regarding your ongoing association with OSI.

o   You will join the OSI Board of Directors as the non-executive Vice Chairman.
    You will receive the standard non-employee Board  member compensation, which
    will  consist of  $2,000  per  meeting  and participation in the  Director's
    option  plan.  This plan  will  provide you options for 3,000  shares of OSI
    stock at an  exercise  price of $50. These  shares will time-vest over three
    years.

o   We will engage you as a consultant  to OSI with your  primary responsibility
    to assist  in growing  the outsourcing  business of OSI.  The  terms of this
    consulting agreement will be as follows:

    -  The  initial  term  of  the  agreement  will  be for one  year, effective
       January 26, 1998. The expectation is  that you will devote  approximately
       80% of normal  working hours  to OSI activities. Renewal terms will be at
       the mutual consent of  OSI and you.  Compensation  will be at the rate of
       $5,000 per day, or approximately $1.0 million at the 80% time assumption.

    -  You  will have  the opportunity  to participate  in the  OSI stock option
       program  with an  initial grant of 10,000 options at an exercise price of
       $50. Vesting of these  shares are  subject  to  various  performance  and
       liquidity  criteria  which  will  be  outlined  in the option agreement.

Bill,  I think  this  outlines  the  general  areas  that have been  agreed  to.
Obviously, the option programs and consulting agreement will be given to you for
final  review and  signing.  I sincerely  look  forward to working  with you and
gaining your help in continuing to build OSI into a great company.

Sincerely,

/s/ Tim Beffa

Tim Beffa

TGB/sw