<PAGE>

                                                                     Exhibit 4.4


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO NCO GROUP, INC.
(THE "COMPANY") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFER IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE
AND TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.



<PAGE>


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE EXPIRATION OF THE HOLDING
PERIOD UNDER RULE 144(k) (OR ANY SUCCESSOR THERETO) UNDER THE SECURITIES ACT
WHICH IS APPLICABLE TO THIS SECURITY OR (Y) BY ANY HOLDER THAT WAS AN
"AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE
COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER,
IN EITHER CASE, OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (3) IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (4) TO
AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT ("INSTITUTIONAL ACCREDITED INVESTOR")
THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR
DISTRIBUTION, AND THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE COMPANY AND THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE
FORM OF WHICH LETTER MAY BE OBTAINED FROM THE TRUSTEE), (5) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF
APPLICABLE) UNDER THE SECURITIES ACT OR (6) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. PRIOR TO A
TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (6) ABOVE),
THE HOLDER OF THIS SECURITY MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY
AND THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AND, IN THE CASE
OF A TRANSFER PURSUANT TO CLAUSE (5) ABOVE, A LEGAL OPINION AS THEY MAY
REASONABLY REQUIRED TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES
WITH THE FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED
INSTITUTIONAL BUYER, (2) AN INSTITUTIONAL ACCREDITED INVESTOR AND THAT IT IS
HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3)
NOT A U.S. PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN
ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER)
REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS
SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY EXCEPT AS
PERMITTED BY THE SECURITIES ACT.



<PAGE>




                                 NCO GROUP, INC.

Number 1                                                       CUSIP 628858 AC 6



                  4.75% Convertible Subordinated Note Due 2006

         NCO Group, Inc., a Pennsylvania corporation (the "Company"), promises
to pay to Cede & Co. or registered assigns, the principal sum of One Hundred
Twenty Five Million Dollars ($125,000,000) on April 15, 2006 and to pay interest
on the principal amount of this Note beginning the most recent date to which
interest has been paid or, if no interest has been paid, beginning April 4, 2001
at the rate of 4.75% per annum.

Interest Payment Dates:    April 15 and October 15
Record Dates:              April 1 and October 1

         This Note is convertible at such times and as specified on the other
side of this Note. Additional provisions of this Note are set forth on the other
side of this Note.



<PAGE>


         IN WITNESS WHEREOF, the Company has caused this 4.75% Convertible
Subordinated Note due 2006 to be signed by its duly authorized officers.

Dated:  April 4, 2001                       NCO GROUP, INC.




                                            By:
                                                --------------------------------
                                                Name:
                                                Title:





                                            By:
                                                --------------------------------
                                                Name:
                                                Title:



Trustee's Certificate of
Authentication:

Dated:
      ------------------------------------

This is one of the Securities
referred to in the within mentioned
Indenture.

Bankers Trust Company,
  as Trustee



By:
   ---------------------------------------
         Authorized Signatory



<PAGE>




                                 NCO Group, Inc.

                  4.75% Convertible Subordinated Note Due 2006

1. Interest.
   --------

         NCO Group, Inc., a Pennsylvania corporation (the "Company"), promises
to pay interest on the principal amount of this Note at the rate per annum shown
above. The Company shall pay interest semi-annually on April 15 and October 15
of each year, commencing October 15, 2001. Interest on the Notes will accrue
from the most recent date to which interest has been paid or, if no interest has
been paid, from April 4, 2001. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

         The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement, dated April 4, 2001, between the Company and Deutsche Banc
Alex. Brown Inc.

2. Method of Payment.
   -----------------

         The Company will pay interest on this Note (except defaulted interest)
to the person who is the registered Holder of this Note at the close of business
on the April 1 and October 1 next preceding the interest payment date. The
Holder must surrender this Note to the Paying Agent to collect payment of
principal. The Company will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. The Company, however, may pay principal and interest by its check
payable in such money. It may mail an interest check to the Holder's registered
address.

3. Paying Agent, Registrar and Conversion Agent.
   --------------------------------------------

         Initially, Bankers Trust Company (the "Trustee") will act as Paying
Agent, Registrar and Conversion Agent. The Company may change any Paying Agent,
Registrar or Conversion Agent without notice to the Holder. The Company or any
of its Subsidiaries may act as Paying Agent, Registrar or Conversion Agent.

4. Indenture; Limitations.
   ----------------------

         This Note is one of a duly authorized issue of Notes of the Company
designated as its 4.75% Convertible Subordinated Notes Due 2006 (the "Notes"),
issued under an Indenture dated as of April 4, 2001 (the "Indenture"), between
the Company and the Trustee. The terms of this Note include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb), as amended by the Trust
Indenture Reform Act of 1990, as in effect on the date hereof or, from and after
the date that the Indenture shall be qualified thereunder, as in effect on such
date. This Note is subject to all such terms, and the holder of this Note is
referred to the Indenture and said Act for a statement of them.
<PAGE>

         The Notes are subordinated unsecured obligations of the Company limited
to up to $125,000,000 aggregate principal amount.

5. Optional Redemption.
   -------------------

         The Notes may be redeemed at the Company's option, in whole or in part,
at any time and from time to time on and after April 22, 2004 (an "Optional
Redemption") if the Closing Price of the Company's Common Stock for 20 Trading
Days (as defined in the Indenture) in a period of 30 consecutive Trading Days
ending on the Trading Day prior to the date of mailing of the notice of
redemption exceeds 120% of the Conversion Price (as defined below) of the Notes.
The redemption price for the Notes, expressed as a percentage of the principal
amount, is as follows for the 12-month periods set forth below:

     --------------------------------------------------------------
     Redemption Period                                  Percentage
     --------------------------------------------------------------
     April 22, 2004 through April 14, 2005..................102.0%
     April 15, 2005 through April 14, 2006..................101.0%
     --------------------------------------------------------------

together in the case of any such redemption with accrued and unpaid interest to
the date of redemption, but any interest payment that is due and payable on or
prior to such date of redemption will be payable to the Holders of such Notes,
or one or more predecessor Notes, of record at the close of business on the
relevant record dates referred to on the face hereof, all as provided in the
Indenture.

6. Notice of Redemption.
   --------------------

         Notice of redemption will be mailed by first class mail at least 30
days prior to the redemption date in the case of an Optional Redemption to each
Holder of Notes to be redeemed at his registered address. Notes in denominations
larger than $1,000 may be redeemed in part, but only in whole multiples of
$1,000. On and after the redemption date, subject to the deposit with the Paying
Agent of funds sufficient to pay the redemption price, interest ceases to accrue
on Notes or portions of them called for redemption.

7. Repurchase of Notes at Option of Holder upon a Change in Control.
   ----------------------------------------------------------------

         If at any time that Notes remain outstanding there shall have occurred
a Change in Control (as defined in the Indenture), at the option of the Holder
and subject to the terms and conditions of the Indenture, the Company shall
become obligated to repurchase all or any part specified by the Holder (so long
as the principal amount of such part is $1,000 or an integral multiple thereof)
of the Notes held by such Holder on the Repurchase Date. The Holder shall have
the right to withdraw any Repurchase Notice by delivering a written notice of
withdrawal to the Paying Agent in accordance with the terms of the Indenture.
The Repurchase Price is payable in cash.
<PAGE>

8. Conversion.
   ----------

         At any time after 90 days following the latest date of original
issuance of the Notes and prior to the close of business on the Business Day
immediately preceding April 15, 2006, a Holder of a Note may convert such Note
into shares of Common Stock of the Company; provided, however, that if the Note
is called for redemption, the conversion right will terminate at the close of
business on the Business Day before the redemption date of such Note (unless the
Company shall default in making the redemption payment when due, in which case
the conversion right shall terminate at the close of business on the date such
default is cured and such Note is redeemed). The initial conversion price is
$32.92 per share, subject to adjustment under certain circumstances as described
in the Indenture (the "Conversion Price"). The number of shares issuable upon
conversion of a Note is determined by dividing the principal amount converted by
the Conversion Price in effect on the conversion date. Upon conversion, no
adjustment for interest or dividends will be made. No fractional shares will be
issued upon conversion; in lieu thereof, an amount will be paid in cash based
upon the current market price (as defined in the Indenture) of the Common Stock
on the last trading day prior to the date of conversion.

         To convert a Note, a Holder must (a) complete and sign the conversion
notice set forth below and deliver such notice to the Conversion Agent, (b)
surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements
and transfer documents if required by the Registrar or the Conversion Agent, (d)
pay any transfer or similar tax, if required and (e) if the Note is held in
book-entry form, complete and deliver to the Depositary appropriate instructions
pursuant to the Depositary's book-entry conversion programs. If a Holder
surrenders a Note for conversion between the close of business on any record
date for the payment of an installment of interest and the opening of business
on the next interest payment date, the Note must be accompanied by payment of an
amount equal to the interest payable on such interest payment date on the
principal amount of the Note or portion thereof then converted; provided,
however, that no such payment shall be required if such Note has been called for
redemption on a redemption date within the period between and including such
record date and such interest payment date, or if such Note is surrendered for
conversion after the opening of business on the interest payment date. A Holder
may convert a portion of a Note equal to $1,000 or any integral multiple
thereof.

         A Note in respect of which a Holder had delivered a Repurchase Notice
exercising the option of such Holder to require the Company to repurchase such
Note may be converted only if the notice of exercise is withdrawn as provided
above and in accordance with the terms of the Indenture.

9. Subordination.
   -------------

         The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture, subordinate and junior in right of payment to
the prior payment in full of all Senior Indebtedness of the Company, as defined
in the Indenture. Any Holder by accepting this Note agrees to and shall be bound
by such subordination provisions and authorizes the Trustee to give them effect.

         In addition to all other rights of Senior Indebtedness described in the
Indenture, the Senior Indebtedness shall continue to be Senior Indebtedness and
entitled to the benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any terms of any instrument relating to the
Senior Indebtedness or any extension or renewal of the Senior Indebtedness.
<PAGE>


10. Denominations, Transfer, Exchange.
    ---------------------------------

         The Notes are in registered form without coupons in denominations of
$1,000 and integral multiples thereof. A Holder may register the transfer of or
exchange Notes in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes or other governmental charges that may be imposed
by law or permitted by the Indenture.

         The aggregate principal amount of the Note in global form represented
hereby may from time to time be reduced to reflect conversions or redemptions of
a part of this Note in global form or cancellations of a part of this Note in
global form, in each case, and in any such case, by means of notations on the
Global Note Transfer Schedule on the last page hereof. Notwithstanding any
provision of this Note to the contrary, conversions or redemptions of a part of
this Note in global form and cancellations of a part of this Note in global
form, may be effected without the surrendering of this Note in global form,
provided that appropriate notations on the Schedule of Exchanges, Conversions,
Redemptions, Cancellations and Transfers are made by the Trustee, or the
Custodian at the direction of the Trustee, to reflect the appropriate reduction
or increase, as the case may be, in the aggregate principal amount of this Note
in a global form resulting therefrom or as a consequence thereof.

11. Persons Deemed Owners.
    ---------------------

         The registered holder of a Note may be treated as the owner of it for
all purposes.

12. Unclaimed Money.
    ---------------

         If money for the payment of principal, premium, if any, or interest
remains unclaimed for two years, the Trustee or Paying Agent will pay, subject
to applicable escheatment laws, the money back to the Company at its request.
After that, Holders entitled to money must look to the Company for payment
unless an abandoned property law designates another person.

13. Amendment, Supplement, Waiver.
    -----------------------------

         Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented with the consent of the Holders of a majority in
aggregate principal amount of the Notes then outstanding and any past default or
compliance with any provision may be waived in a particular instance with the
consent of the Holders of a majority in aggregate principal amount of the Notes
then outstanding. Without the consent of or notice to any Holder, the Company
and the Trustee may amend or supplement the Indenture or the Notes to, among
other things, cure any ambiguity, omission, defect or inconsistency or make any
other change that does not adversely affect the rights of any Holder.

14. Successor Corporation.
    ---------------------

         When a successor corporation assumes all the obligations of its
predecessor under the Notes and the Indenture, the predecessor corporation will
be released from those obligations.
<PAGE>

15. Defaults and Remedies.
    ---------------------

         An Event of Default is: default for 30 days in payment of interest on
the Notes; default in payment of principal on the Notes when due; failure by the
Company for 60 days after appropriate notice to it to comply with any of its
other agreements contained in the Indenture or the Notes; default by the Company
or any Subsidiary with respect to its obligation to pay principal of or interest
on indebtedness for borrowed money aggregating more than $20.0 million or the
acceleration of such indebtedness if not withdrawn within 15 days after the date
of appropriate notice to it; and certain events of bankruptcy, insolvency or
reorganization of the Company or any of its Significant Subsidiaries. If an
Event of Default (other than as a result of certain events of bankruptcy,
insolvency or reorganization) occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the Notes then outstanding may
declare all unpaid principal of and accrued interest to the date of acceleration
on the Notes then outstanding to be due and payable immediately, all as and to
the extent provided in the Indenture. If an Event of Default occurs as a result
of certain events of bankruptcy, insolvency or reorganization, all unpaid
principal of and accrued interest on the Notes then outstanding shall become due
and payable immediately without any declaration or other act on the part of the
Trustee or any Holder, all as and to the extent provided in the Indenture.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Notes. Subject to certain limitations, Holders of
a majority in principal amount of the Notes then outstanding may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders notice of any continuing default (except a default in payment of
principal or interest) if it determines that withholding notice is in their
interests. The Company is required to file periodic reports with the Trustee as
to the absence of default.

16. Trustee Dealings with the Company.
    ---------------------------------

         Bankers Trust Company, the Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or an Affiliate of the Company, and may
otherwise deal with the Company or an Affiliate of the Company, as if it were
not the Trustee.

17. No Recourse Against Others.
    --------------------------

         A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the Notes
or the Indenture or for any claim based on, in respect or by reason of, such
obligations or their creation. The Holder of this Note by accepting this Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of this Note.

18. Discharge Prior to Maturity.
    ---------------------------

         If the Company deposits with the Trustee or the Paying Agent money or
U.S. Government Obligations sufficient to pay the principal of and interest on
the Notes to maturity as provided in the Indenture, the Company will be
discharged from the Indenture except for certain Sections thereof.

<PAGE>

19. Authentication.
    --------------

         This Note shall not be valid until the Trustee or an authenticating
agent signs the certificate of authentication on the other side of this Note.

20. Abbreviations and Definitions.
    -----------------------------

         Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).

         All capitalized terms used in this Note and not specifically defined
herein are defined in the Indenture and are used herein as so defined.

21. Indenture to Control.
    --------------------

         In the case of any conflict between the provisions of this Note and the
Indenture, the provisions of the Indenture shall control.

         The Company will furnish to any Holder, upon written request and
without charge, a copy of the Indenture. Requests may be made to: NCO Group,
Inc., 515 Pennsylvania Avenue, Fort Washington, Pennsylvania 19034, Attention:
General Counsel.



<PAGE>


                                 TRANSFER NOTICE

This Transfer Notice relates to $__________ principal amount of the 4.75%
Convertible Subordinated Notes Due 2006 of NCO Group, Inc., a Pennsylvania
corporation, held by _____________________ (the "Transferor").

         (I) or (we) assign and transfer this Convertible Note to

------------
              (Print or type assignee's name, address and zip code)

------------
               (Insert assignee's social security or tax I.D. no.)

and irrevocably appoint _______________________________ agent to transfer this
Note on the books of the Company. The agent may substitute another to act for
him.

Your Signature: ________________________________________________________________
 (Sign exactly as your name appears on the other side of this Convertible Note)

         Date: ______________

         Signature Guarantee(1) __________________________

In connection with any transfer of any of the Notes evidenced by this
certificate occurring prior to the date that is two years after the later of the
date of original issuance of such Notes and the last date, if any, on which such
Notes were owned by the Company or any Affiliate of the Company, the undersigned
confirms that such Notes are being transferred:

CHECK ONE BOX BELOW

    (1) / /  to NCO Group, Inc.; or

    (2) / /  pursuant to and in compliance with Rule 144A under the Securities
             Act of 1933, as amended; or

    (3) / /  pursuant to and in compliance with Regulation S under the
             Securities Act of 1933, as amended; or

    (4) / /  pursuant to another available exemption from the registration
             requirements of the Securities Act of 1933; or

    (5) / /  pursuant to an effective registration statement under the
             Securities Act of 1933.

--------
(1) Signature must be guaranteed by a commercial bank, trust company or member
firm of the New York Stock Exchange using the Medallion signature guarantee.
<PAGE>


          Unless one of the boxes is checked, the Trustee will refuse to
     register any of the Notes evidenced by this certificate in the name of any
     person other than the registered holder thereof; provided, however, that if
     box (2), (3) or (4) is checked, the Trustee may require, prior to
     registering any such transfer of the Notes such legal opinions,
     certifications and other information as the Company has reasonably
     requested to confirm that such transfer is being made pursuant to an
     exemption from, or in a transaction not subject to, the registration
     requirements of the Securities Act of 1933, such as the exemption provided
     by Rule 144 under such Act.

          Unless the box below is checked, the undersigned confirms that such
     Note is not being transferred to an "affiliate" of the Company as defined
     in Rule 144 under the Securities Act of 1933, as amended (an "Affiliate"):

    (6) / /  The transferee is an Affiliate of the Company.

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


                                    --------------------------------------------
                                    Date

                                    --------------------------------------------
                                    Signature Guarantee(2)



              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.
--------
(2) Signature must be guaranteed by a commercial bank, trust company or member
firm of the New York Stock Exchange using the Medallion signature guarantee.



<PAGE>


         The undersigned represents and warrants that it is purchasing this Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.





Dated:
      ----------------------------    ------------------------------------------
                                      Name:
                                      Title:



<PAGE>


                                CONVERSION NOTICE

To NCO Group, Inc.:

         The undersigned owner of this Note hereby irrevocably exercises the
option to convert this Note, or the portion below designated, into Common Stock
of NCO Group, Inc. in accordance with the terms of the Indenture referred to in
this Note, and directs that the shares issuable and deliverable upon conversion,
together with any check in payment for fractional shares, be issued in the name
of and delivered to the undersigned, unless a different name has been indicated
in the assignment below. If shares are to be issued in the name of a person
other than the undersigned, the undersigned will pay all transfer taxes payable
with respect thereto.

         Any holder of Notes, upon exercise of its conversion rights in
accordance with the terms of the Indenture and the Security, agrees to be bound
by the terms of the Registration Rights Agreement relating to the Common Stock
issuable upon conversion of the Notes.

/ / Convert whole                        / / Convert in part


                                             Amount of Note to be converted
                                             ($1,000 or integral multiples
                                             thereof):

                                             $
                                              ---------------

                                         ---------------------------------------
                                         Signature (sign exactly as name appears
                                         on the other side of this Note)

                                         ---------------------------------------
                                         Signature Guarantee:(3)

------
(3) Signature must be guaranteed by a commercial bank, trust company or member
firm of the New York Stock Exchange using the Medallion signature guarantee.
<PAGE>


         If you want the stock certificate made out in another person's name,
complete the following for such person:


--------------------------------------------------------
Name

--------------------------------------------------------
Social Security or Taxpayer Identification Number

--------------------------------------------------------
Street Address

--------------------------------------------------------
City, State and Zip Code



<PAGE>


                      OPTION OF HOLDER TO ELECT REPURCHASE

         If you want to elect to have this Note repurchased by the Company
pursuant to Section 3.9 of the Indenture, check the box:  |_|



         If you want to elect to have only part of this Note repurchased by the
Company pursuant to Section 3.9 of the Indenture, state the principal amount
(which shall be $1,000 or a multiple thereof) to be repurchased: $______________

Dated:
      -------------------------------    ---------------------------------------
                                         Signature (sign exactly as name appears
                                         on the other side of this Note)

-------------------------------------
Signature Guarantee:(4)


(4) Signature must be guaranteed by a commercial bank, trust company or member
firm of the New York Stock Exchange using the Medallion signature guarantee.

<PAGE>




                             Schedule A to Exhibit A

                          Global Note Transfer Schedule

                 Changes to Principal Amount of Global Security

<TABLE>
<CAPTION>

===================================================================================================================
                Principal Amount of Securities by     Remaining Principal Amount of this    Authorized Signature
                which this Global Security Is to                Global Security             of officer of Trustee
     Date       Be Reduced and Reason for Reduction           (following decrease)          or Note Custodian
-------------------------------------------------------------------------------------------------------------------
<S>             <C>                                   <C>                                   <C>
-------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

===================================================================================================================
</TABLE>


      Schedule to be maintained by Depositary in cooperation with Trustee.