<PAGE>

                                NCO GROUP, INC.
                            1996 STOCK OPTION PLAN

         1.       Purpose of Plan

         The purpose of this 1996 Stock Option Plan (the "Plan") is to provide
additional incentive to officers, key employees and directors of, and
important consultants to, NCO Group, Inc., a Pennsylvania corporation (the
"Company"), and each present or future parent or subsidiary corporation, by
encouraging them to invest in shares of the Company's common stock, no par
value ("Common Stock"), and thereby acquire a proprietary interest in the
Company and an increased personal interest in the Company's continued success
and progress. The Plan has been restated on August 4, 1998 to reflect: (i) an
increase in the authorized shares approved by the shareholders in June 1997,
(ii) the adjustments required by the 3-for-2 stock split paid in December 1997
and (iii) an increase in the authorized shares approved by the shareholders in
June 1998.

         2.       Aggregate Number of Shares

         1,717,422 shares of the Company's Common Stock shall be the aggregate
number of shares which may be issued under this Plan. Notwithstanding the
foregoing, in the event of any change in the outstanding shares of the Common
Stock of the Company by reason of a stock dividend, stock split, combination
of shares, recapitalization, merger, consolidation, transfer of assets,
reorganization, conversion or what the Committee (defined in Section 4(a)),
deems in its sole discretion to be similar circumstances, the aggregate number
and kind of shares which may be issued under this Plan shall be appropriately
adjusted in a manner determined in the sole discretion of the Committee.
Reacquired shares of the Company's Common Stock, as well as unissued shares,
may be used for the purpose of this Plan. Common Stock of the Company subject
to options which have terminated unexercised, either in whole or in part,
shall be available for future options granted under this Plan. No adjustment
shall be made with respect to the 46.56-for-1 stock split effected in
September 1996.

         3.       Class of Persons Eligible to Receive Options

         All officers, key employees and directors of, and important
consultants to, the Company and any present or future Company parent or
subsidiary corporation are eligible to receive an option or options under this
Plan, provided, however, that Incentive Stock Options (defined in Section
5(a)) may be issued only to persons who are employees of the Company or any
subsidiary corporation. The individuals who shall, in fact, receive an option
or options shall be selected by the Committee, in its sole discretion, except
as otherwise specified in Section 4 hereof. No individual may receive options
under this Plan for more than 90% of the total number of shares of the
Company's Common Stock authorized for issuance under this Plan.


<PAGE>

         4.       Administration of Plan

         (a) Prior to the registration of the Company's Common Stock under
Section 12 of the Securities Exchange Act of 1934, this Plan shall be
administered by the Company's Board of Directors and, after such registration,
by the Compensation Committee ("Committee") appointed by the Company's Board
of Directors provided, however, that at the option of the Board of Directors,
the Plan may be administered by the Board of Directors of the Corporation at
any time and from time to time. The Committee shall consist of a minimum of
two and a maximum of five members of the Board of Directors, each of whom
shall be a "Non-Employee Director" within the meaning of Rule 16b-3(b)(3)
under the Securities Exchange Act of 1934, as amended, or any future
corresponding rule, except that the failure of the Committee or of the Board
of Directors for any reason to be composed solely of Non-Employee Directors
shall not prevent an option from being considered granted under this Plan. The
Committee shall, in addition to its other authority and subject to the
provisions of this Plan, determine which individuals shall in fact be granted
an option or options, whether the option shall be an Incentive Stock Option or
a Non-Qualified Stock Option (as such terms are defined in Section 5(a)), the
number of shares to be subject to each of the options, the time or times at
which the options shall be granted, the rate of option exercisability, and,
subject to Section 5 hereof, the price at which each of the options is
exercisable and the duration of the option. The term "Committee", as used in
this Plan and the options granted hereunder, refers to the Board of Directors
prior to the registration of the Company's Common Stock under Section 12 of
the Securities Exchange Act of 1934 and, after such registration, to the
Committee or to the Board of Directors, if the Board elects to administer the
Plan as provided above.

                  (b) The Committee shall adopt such rules for the conduct of
its business and administration of this Plan as it considers desirable. A
majority of the members of the Committee shall constitute a quorum for all


                                       2

<PAGE>


purposes. The vote or written consent of a majority of the members of the
Committee on a particular matter shall constitute the act of the Committee on
such matter. The Committee shall have the right to construe the Plan and the
options issued pursuant to it, to correct defects and omissions and to
reconcile inconsistencies to the extent necessary to effectuate the Plan and
the options issued pursuant to it, and such action shall be final, binding and
conclusive upon all parties concerned. No member of the Committee or the Board
of Directors shall be liable for any act or omission (whether or not
negligent) taken or omitted in good faith, or for the exercise of an authority
or discretion granted in connection with the Plan to a Committee or the Board
of Directors, or for the acts or omissions of any other members of a Committee
or the Board of Directors. Subject to the numerical limitations on Committee
membership set forth in Section 4(a) hereof, the Board of Directors may at any
time appoint additional members of the Committee and may at any time remove
any member of the Committee with or without cause. Vacancies in the Committee,
however caused, may be filled by the Board of Directors, if it so desires.

         5.       Incentive Stock Options and Non-Qualified Stock Options

                  (a) Options issued pursuant to this Plan may be either
Incentive Stock Options granted pursuant to Section 5(b) hereof or
Non-Qualified Stock Options granted pursuant to Section 5(c) hereof, as
determined by the Committee. An "Incentive Stock Option" is an option which
satisfies all of the requirements of Section 422(b) of the Internal Revenue
Code of 1986, as amended (the "Code") and the regulations thereunder, and a
"Non-Qualified Stock Option" is an option which either does not satisfy all of
those requirements or the terms of the option provide that it will not be
treated as an Incentive Stock Option. The Committee may grant both an
Incentive Stock Option and a Non-Qualified Stock Option to the same person, or
more than one of each type of option to the same person. The option price for
Incentive Stock Options issued under this Plan shall be equal at least to the
fair market value (as defined below) of the Company's Common Stock on the date
of the grant of the option, provided, however, that if an Incentive Stock
Option is granted to an individual who, at the time the option is granted, is
deemed to own more than 10 percent of the total combined voting power of all
classes of stock of the Company or any subsidiary corporation of the Company
as more fully set forth in Section 422(b)(6) of the Code (after giving effect
to the ownership attribution rules of 422(c)(5) of the Code) (a "10%
Shareholder"), such option shall comply with the provisions of Section

                                       3

<PAGE>



422(c)(5) of the Code, including without limitation, requirements that the
option price shall not be less than 110 percent of the fair market value, as
determined by the Committee in accordance with its interpretation of the
requirements of Section 422 of the Code and the regulations thereunder, of the
Company's Common Stock on the date of grant of the option, and such option
shall not be exercisable after the expiration of five years from the date the
option is granted. The option price for Non-Qualified Stock Options issued
under this Plan may, in the sole discretion of the Committee, be less than the
fair market value of the Common Stock on the date of the grant of the option.
The fair market value of the Company's Common Stock on any particular date
shall mean the last reported sale price of a share of the Company's Common
Stock on any stock exchange on which such stock is then listed or admitted to
trading, or on the Nasdaq National Market or Nasdaq SmallCap Market, on such
date, or if no sale took place on such day, the last such date on which a sale
took place, or if the Common Stock is not then quoted on the Nasdaq National
Market or the Nasdaq SmallCap Market, or listed or admitted to trading on any
stock exchange, the average of the bid and asked prices in the
over-the-counter market on such date, or if none of the foregoing, a price
determined in good faith by the Committee to equal the fair market value per
share of the Common Stock.

                  (b) Subject to the authority of the Committee set forth in
Section 4(a) hereof, Incentive Stock Options issued to officers and key
employees pursuant to this Plan shall be issued substantially in the form set
forth in Appendix I hereof, which form is hereby incorporated by reference and
made a part hereof, and shall contain substantially the terms and conditions
set forth therein. Incentive Stock Options shall not be exercisable after the
expiration of ten years (five years in the case of 10% Shareholders) from the
date such options are granted, unless terminated earlier under the terms of
the option. At the time of the grant of an Incentive Stock Option hereunder,
the Committee may, in its discretion, amend or supplement any of the option
terms contained in Appendix I for any particular optionee, provided that the
option as amended or supplemented satisfies the requirements of Section 422(b)
of the Code and the regulations thereunder. Each of the options granted
pursuant to this Section 5(b) is intended, if possible, to be an "Incentive
Stock Option" as that term is defined in Section 422(b) of the Code and the
regulations thereunder. In the event this Plan or any option granted pursuant
to this Section 5(b) is in any way inconsistent with the applicable legal
requirements of the Code or the regulations thereunder for an Incentive Stock
Option, this Plan and such option shall be deemed automatically amended as of
the date hereof to conform to such legal requirements, if such conformity may
be achieved by amendment.

                  (c) Subject to the authority of the Committee set forth in
Section 4(a) hereof, Non-Qualified Stock Options issued to officers and other
key employees pursuant to this Plan shall be issued substantially in the form
set forth in Appendix II hereof, which form is hereby incorporated by
reference and made a part hereof, and shall contain substantially the terms
and conditions set forth therein. Subject to the authority of the Committee
set forth in Section 4(a) hereof, Non-Qualified Stock Options issued to
directors and important consultants pursuant to this Plan shall be issued
substantially in the form set forth in Appendix III hereof, which form is
hereby incorporated by reference and made a part hereof, and shall contain
substantially the terms and conditions set forth therein. Non-Qualified Stock
Options shall expire ten years after the date they are granted, unless
terminated earlier under the option terms. At the time of granting a
Non-Qualified Stock Option hereunder, the Committee may, in its discretion,

                                       4

<PAGE>


amend or supplement any of the option terms contained in Appendix II or
Appendix III for any particular optionee.

                  (d) Neither the Company nor any of its current or future
parent, subsidiaries or affiliates, nor their officers, directors,
shareholders, stock option plan committees, employees or agents shall have any
liability to any optionee in the event (i) an option granted pursuant to
Section 5(b) hereof does not qualify as an "Incentive Stock Option" as that
term is used in Section 422(b) of the Code and the regulations thereunder;
(ii) any optionee does not obtain the tax treatment pertaining to an Incentive
Stock Option; or (iii) any option granted pursuant to Section 5(c) hereof is
an "Incentive Stock Option."

         6.       Amendment, Supplement, Suspension and Termination

                  Options shall not be granted pursuant to this Plan after the
expiration of ten years from the date the Plan is adopted by the Board of
Directors of the Company. The Board of Directors reserves the right at any
time, and from time to time, to amend or supplement this Plan and outstanding
options granted under the Plan in any way, or to suspend or terminate the
Plan, effective as of such date, which date may be either before or after the
taking of such action, as may be specified by the Board of Directors;

                                       5

<PAGE>



provided, however, that such action shall not adversely affect holders of
options granted under the Plan prior to the actual date on which such action
occurred. If an amendment or supplement of this Plan is required by the Code
or the regulations thereunder to be approved by the shareholders of the
Company in order to permit the granting of "Incentive Stock Options" (as that
term is defined in Section 422(b) of the Code and regulations thereunder)
pursuant to the amended or supplemented Plan, such amendment or supplement
shall also be approved by the shareholders of the Company in such manner as is
prescribed by the Code and the regulations thereunder. If the Board of
Directors voluntarily submits a proposed amendment, supplement, suspension or
termination for shareholder approval, such submission shall not require any
future amendments, supplements, suspensions or terminations (whether or not
relating to the same provision or subject matter) to be similarly submitted
for shareholder approval.

         7.       Effectiveness of Plan

                  This Plan shall become effective on the date of its adoption
by the Company's Board of Directors, subject however to approval by the
holders of the Company's Common Stock in the manner as prescribed in the Code
and the regulations thereunder. Options may be granted under this Plan prior
to obtaining shareholder approval, provided such options shall not be
exercisable until shareholder approval is obtained.

         8.       General Conditions

                  (a) Nothing contained in this Plan or any option granted
pursuant to this Plan shall confer upon any employee the right to continue in
the employ of the Company or any affiliated or subsidiary corporation or
interfere in any way with the rights of the Company or any affiliated or
subsidiary corporation to terminate his employment in any way.

                  (b) Nothing contained in this Plan or any option granted
pursuant to this Plan shall confer upon any director or consultant the right
to continue as a director of, or consultant to, the Company or any affiliated
or subsidiary corporation or interfere in any way with the rights of the
Company or any affiliated or subsidiary corporation, or their respective
shareholders, to terminate the directorship of any such director or the
consultancy relationship of any such consultant.

                                       6

<PAGE>
                  (c) Corporate action constituting an offer of stock for sale
to any person under the terms of the options to be granted hereunder shall be
deemed complete as of the date when the Committee authorizes the grant of the
option to the such person, regardless of when the option is actually delivered
to such person or acknowledged or agreed to by him.

                  (d) The terms "parent corporation" and "subsidiary
corporation" as used throughout this Plan, and the options granted pursuant to
this Plan, shall (except as otherwise provided in the option form) have the
meaning that is ascribed to that term when contained in Section 422(b) of the
Code and the regulations thereunder, and the Company shall be deemed to be the
grantor corporation for purposes of applying such meaning.

                  (e) References in this Plan to the Code shall be deemed to
also refer to the corresponding provisions of any future United States revenue
law.

                  (f) The use of the masculine pronoun shall include the
feminine gender whenever appropriate.

                                       7

<PAGE>

                                  APPENDIX I

                            INCENTIVE STOCK OPTION


To:       _____________________________________________________________________
                  Name

          _____________________________________________________________________
                  Address

Date of Grant:  _______________________________________________________________



         You are hereby granted an option, effective as of the date hereof, to
purchase __________ shares of common stock, no par value ("Common Stock"), of
NCO Group, Inc., a Pennsylvania corporation (the "Company") at a price of $___
per share pursuant to the Company's 1996 Stock Option Plan (the "Plan").

         Your option may first be exercised on and after one year from the
date of grant, but not before that time. On and after one year and prior to
two years from the date of grant, your option may be exercised for up to 33
1/3% of the total number of shares subject to the option minus the number of
shares previously purchased by exercise of the option (as adjusted for any
change in the outstanding shares of the Common Stock of the Company by reason
of a stock dividend, stock split, combination of shares, recapitalization,
merger, consolidation, transfer of assets, reorganization, conversion or what
the Committee deems in its sole discretion to be similar circumstances). Each
succeeding year thereafter, your option may be exercised for up to an
additional 33 1/3% of the total number of shares subject to the option minus
the number of shares previously purchased by exercise of the option (as
adjusted for any change in the outstanding shares of the Common Stock of the
Company by reason of a stock dividend, stock split, combination of shares,
recapitalization, merger, consolidation, transfer of assets, reorganization,
conversion or what the Committee deems in its sole discretion to be similar
circumstances). Thus, this option is fully exercisable on and after three
years after the date of grant, except if terminated earlier as provided
herein. No fractional shares shall be issued or delivered. This option shall
terminate and is not exercisable after ten years (five years in the case of
10% Shareholders, as defined in the Plan) from the date of its grant (the
"Scheduled Termination Date"), except if terminated earlier as hereafter
provided.

                                       8

<PAGE>




         In the event of a "Change of Control" (as defined below) of the
Company, your option may, from and after the date your employment is
terminated (whether such termination be voluntary or involuntary) after the
Change of Control (but in no event later than the Scheduled Termination Date),
and notwithstanding the immediately preceding paragraph, be exercised for up
to 100% of the total number of shares then subject to the option minus the
number of shares previously purchased upon exercise of the option (as adjusted
for stock dividends, stock splits, combinations of shares and what the
Committee deems in its sole discretion to be similar circumstances) and your
vesting date may accelerate accordingly. A "Change of Control" shall be deemed
to have occurred upon the happening of any of the following events:

         1.       A change within a twelve-month period in a majority of
the members of the board of directors of the Company;

         2. A change within a twelve-month period in the holders of more than
50% of the outstanding voting stock of the Company; or

         3. Any other event deemed to constitute a "Change of Control" by the
Committee.

         You may exercise your option by giving written notice to the
Secretary of the Company on forms supplied by the Company at its then
principal executive office, accompanied by payment of the option price for the
total number of shares you specify that you wish to purchase. The payment may
be in any of the following forms: (a) cash, which may be evidenced by a check
and includes cash received from a stock brokerage firm in a so-called
"cashless exercise"; (b) (unless prohibited by the Committee) certificates
representing shares of Common Stock of the Company, which will be valued by
the Secretary of the Company at the fair market value per share of the
Company's Common Stock (as determined in accordance with the Plan) on the date
of delivery of such certificates to the Company, accompanied by an assignment
of the stock to the Company; or (c) (unless prohibited by the Committee) any
combination of cash and Common Stock of the Company valued as provided in
clause (b). Any assignment of stock shall be in a form and substance
satisfactory to the Secretary of the Company, including guarantees of
signature(s) and payment of all transfer taxes if the Secretary deems such
guarantees necessary or desirable.


                                      9
<PAGE>

         Your option will, to the extent not previously exercised by you,
terminate three months after the date on which your employment by the Company
or a Company subsidiary corporation is terminated (whether such termination be
voluntary or involuntary) other than by reason of disability as defined in
Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the regulations thereunder, or death, in which case your option
will terminate one year from the date of termination of employment due to
disability or death (but in no event later than the Scheduled Termination
Date). After the date your employment is terminated, as aforesaid, you may
exercise this option only for the number of shares which you had a right to
purchase and did not purchase on the date your employment terminated. If you
are employed by a Company subsidiary corporation, your employment shall be
deemed to have terminated on the date your employer ceases to be a Company
subsidiary corporation, unless you are on that date transferred to the Company
or another Company subsidiary corporation. Your employment shall not be deemed
to have terminated if you are transferred from the Company to a Company
subsidiary corporation, or vice versa, or from one Company subsidiary
corporation to another Company subsidiary corporation.

         If you die while employed by the Company or a Company subsidiary
corporation, your executor or administrator, as the case may be, may, at any
time within one year after the date of your death (but in no event later than
the Scheduled Termination Date), exercise the option as to any shares which
you had a right to purchase and did not purchase during your lifetime. If your
employment with the Company or a Company parent or subsidiary corporation is
terminated by reason of your becoming disabled (within the meaning of Section
22(e)(3) of the Code and the regulations thereunder), you or your legal
guardian or custodian may at any time within one year after the date of such
termination (but in no event later than the Scheduled Termination Date),
exercise the option as to any shares which you had a right to purchase and did
not purchase prior to such termination. Your executor, administrator, guardian
or custodian must present proof of his authority satisfactory to the Company
prior to being allowed to exercise this option.


                                      10

<PAGE>

         Notwithstanding any other provision of the Option, the Committee
shall have the right to cancel this Option without notice if your employment
is terminated for: (i) criminal conduct; or (ii) willful misconduct or gross
negligence materially detrimental to the Company.

         In the event of any change in the outstanding shares of the Common
Stock of the Company by reason of a stock dividend, stock split, combination
of shares, recapitalization, merger, consolidation, transfer of assets,
reorganization, conversion or what the Committee deems in its sole discretion
to be similar circumstances, the number and kind of shares subject to this
option and the option price of such shares shall be appropriately adjusted in
a manner to be determined in the sole discretion of the Committee. No
adjustment shall be made with respect to the 46.56-for-1 stock split effected
in September 1996.

         This option is not transferable otherwise than by will or the laws of
descent and distribution, and is exercisable during your lifetime only by you,
including, for this purpose, your legal guardian or custodian in the event of
disability. Until the option price has been paid in full pursuant to due
exercise of this option and the purchased shares are delivered to you, you do
not have any rights as a shareholder of the Company. The Company reserves the
right not to deliver to you the shares purchased by virtue of the exercise of
this option during any period of time in which the Company deems, in its sole
discretion, that such delivery would violate a federal, state, local or
securities exchange rule, regulation or law.

         Notwithstanding anything to the contrary contained herein, this
option is not exercisable until all the following events occur and during the
following periods of time:

                  (a) Until the Plan pursuant to which this option is granted
is approved by the shareholders of the Company in the manner prescribed by the
Code and the regulations thereunder;

                  (b) Until this option and the optioned shares are approved
and/or registered with such federal, state and local regulatory bodies or
agencies and securities exchanges as the Company may deem necessary or
desirable; or

                  (c) During any period of time in which the Company deems
that the exercisability of this option, the offer to sell the shares optioned
hereunder, or the sale thereof, may violate a federal, state, local or
securities exchange rule, regulation or law, or may cause the Company to be
legally obligated to issue or sell more shares than the Company is legally
entitled to issue or sell.

                                      11


<PAGE>

                  (d) Until you have paid or made suitable arrangements to pay
(which may include payment through the surrender of Common Stock, unless
prohibited by the Committee) (i) all federal, state and local income tax
withholding required to be withheld by the Company in connection with the
option exercise and (ii) the employee's portion of other federal, state and
local payroll and other taxes due in connection with the option exercise.

                  (e) Until the Company has completed a public offering of its
Common Stock registered under the Securities Act of 1933, as amended, or has
registered any of its Common Stock under the Securities Exchange Act of 1934,
as amended.

                  The following two paragraphs shall be applicable if, on the
date of exercise of this option, the Common Stock to be purchased pursuant to
such exercise has not been registered under the Securities Act of 1933, as
amended, and under applicable state securities laws, and shall continue to be
applicable for so long as such registration has not occurred:

                  (a) The optionee hereby agrees, warrants and represents that
he will acquire the Common Stock to be issued hereunder for his own account
for investment purposes only, and not with a view to, or in connection with,
any resale or other distribution of any of such shares, except as hereafter
permitted. The optionee further agrees that he will not at any time make any
offer, sale, transfer, pledge or other disposition of such Common Stock to be
issued hereunder without an effective registration statement under the
Securities Act of 1933, as amended, and under any applicable state securities
laws or an opinion of counsel acceptable to the Company to the effect that the
proposed transaction will be exempt from such registration. The optionee shall
execute such instruments, representations, acknowledgements and agreements as
the Company may, in its sole discretion, deem advisable to avoid any violation
of federal, state, local or securities exchange rule, regulation or law.

                  (b) The certificates for Common Stock to be issued to the
optionee hereunder shall bear the following legend:

                                      12


<PAGE>

                  "The shares represented by this certificate have not been
         registered under the Securities Act of 1933, as amended, or under
         applicable state securities laws. The shares have been acquired for
         investment and may not be offered, sold, transferred, pledged or
         otherwise disposed of without an effective registration statement
         under the Securities Act of 1933, as amended, and under any
         applicable state securities laws or an opinion of counsel acceptable
         to the Company that the proposed transaction will be exempt from such
         registration."

The foregoing legend shall be removed upon registration of the legended shares
under the Securities Act of 1933, as amended, and under any applicable state
laws or upon receipt of any opinion of counsel acceptable to the Company that
said registration is no longer required.

         The sole purpose of the agreements, warranties, representations and
legend set forth in the two immediately preceding paragraphs is to prevent
violations of the Securities Act of 1933, as amended, and any applicable state
securities laws.

         It is the intention of the Company and you that this option shall, if
possible, be an "Incentive Stock Option" as that term is used in Section
422(b) of the Code and the regulations thereunder. In the event this option is
in any way inconsistent with the legal requirements of the Code or the
regulations thereunder for an "Incentive Stock Option," this option shall be
deemed automatically amended as of the date hereof to conform to such legal
requirements, if such conformity may be achieved by amendment.

         Nothing herein shall modify your status as an at-will employee of the
Company. Further, nothing herein guarantees you employment for any specified
period of time. This means that either you or the Company may terminate your
employment at any time for any reason, or no reason. You recognize that, for
instance, you may terminate your employment or the Company may terminate your
employment prior to the date on which your option becomes vested.

         Any dispute or disagreement between you and the Company with respect
to any portion of this option or its validity, construction, meaning,
performance or your rights hereunder shall be settled by arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association or its successor, as amended from time to time. However, prior to
submission to arbitration you will attempt to resolve any disputes or


                                      13

<PAGE>

disagreements with the Company over this option amicably and informally, in
good faith, for a period not to exceed two weeks. Thereafter, the dispute or
disagreement will be submitted to arbitration. At any time prior to a decision
from the arbitrator(s) being rendered, you and the Company may resolve the
dispute by settlement. You and the Company shall equally share the costs
charged by the American Arbitration Association or its successor, but you and
the Company shall otherwise be solely responsible for your own respective
counsel fees and expenses. The decision of the arbitrator(s) shall be made in
writing, setting forth the award, the reasons for the decision and award and
shall be binding and conclusive on you and the Company. Further, neither you
nor the Company shall appeal any such award. Judgment of a court of competent
jurisdiction may be entered upon the award and may be enforced as such in
accordance with the provisions of the award.

         This option shall be subject to the terms of the Plan in effect on
the date this option is granted, which terms are hereby incorporated herein by
reference and made a part hereof. In the event of any conflict between the
terms of this option and the terms of the Plan in effect on the date of this
option, the terms of the Plan shall govern. This option constitutes the entire
understanding between the Company and you with respect to the subject matter
hereof and no amendment, supplement or waiver of this option, in whole or in
part, shall be binding upon the Company unless in writing and signed by the
President of the Company. This option and the performances of the parties
hereunder shall be construed in accordance with and governed by the laws of
the State of Pennsylvania.

         Please sign the copy of this option and return it to the Company's
Secretary, thereby indicating your understanding of and agreement with its
terms and conditions.


                                         NCO GROUP, INC.


                                         By: ________________________________


                                      14


<PAGE>

         I hereby acknowledge receipt of a copy of the foregoing stock option
and of the Plan as of the date of grant set forth above, hereby acknowledge
that this stock option grant discharges any promise (either verbal or written)
of the Company made on or prior to the date of grant to give me a stock
option, and, having read it, hereby signify my understanding of, and my
agreement with, its terms and conditions. In consideration of the grant, I
hereby release any claim I may have against the Company with respect to any
promise of a stock option grant or other equity interest in the Company.


_________________________________________         _____________________________
(Signature)                                        (Date)

                                      15

<PAGE>



                                  APPENDIX II

        NON-QUALIFIED STOCK OPTION FOR OFFICERS AND OTHER KEY EMPLOYEES

To:       _____________________________________________________________________
                  Name

          _____________________________________________________________________
                  Address

Date of Grant:  _______________________________________________________________



         You are hereby granted an option, effective as of the date hereof, to
purchase __________ shares of common stock, no par value ("Common Stock"), of
NCO Group, Inc., a Pennsylvania corporation (the "Company") at a price of $__
per share pursuant to the Company's 1996 Stock Option Plan (the "Plan").

         Your option may first be exercised on and after one year from the
date of grant, but not before that time. On and after one year and prior to
two years from the date of grant, your option may be exercised for up to 33
1/3% of the total number of shares subject to the option minus the number of
shares previously purchased by exercise of the option (as adjusted for any
change in the outstanding shares of the Common Stock of the Company by reason
of a stock dividend, stock split, combination of shares, recapitalization,
merger, consolidation, transfer of assets, reorganization, conversion or what
the Committee deems in its sole discretion to be similar circumstances). Each
succeeding year thereafter, your option may be exercised for up to an
additional 33 1/3% of the total number of shares subject to the option minus
the number of shares previously purchased by exercise of the option (as
adjusted for any change in the outstanding shares of the Common Stock of the
Company by reason of a stock dividend, stock split, combination of shares,
recapitalization, merger, consolidation, transfer of assets, reorganization,
conversion or what the Committee deems in its sole discretion to be similar
circumstances). Thus, this option is fully exercisable on and after three
years after the date of grant, except if terminated earlier as provided
herein. No fractional shares shall be issued or delivered. This option shall
terminate and is not exercisable after ten years from the date of its grant
(the "Scheduled Termination Date"), except if terminated earlier as hereafter
provided.


                                      16

<PAGE>

         In the event of a "Change of Control" (as defined below) of the
Company, your option may, from and after the date your employment is
terminated (whether such termination be voluntary or involuntary) after the
Change of Control (but in no event later than the Scheduled Termination Date),
and notwithstanding the immediately preceding paragraph, be exercised for up
to 100% of the total number of shares then subject to the option minus the
number of shares previously purchased upon exercise of the option (as adjusted
for stock dividends, stock splits, combinations of shares and what the
Committee deems in its sole discretion to be similar circumstances) and your
vesting date may accelerate accordingly. A "Change of Control" shall be deemed
to have occurred upon the happening of any of the following events:

         1.       A change within a twelve-month period in a majority of
the members of the board of directors of the Company;

         2. A change within a twelve-month period in the holders of more than
50% of the outstanding voting stock of the Company; or

         3. Any other event deemed to constitute a "Change of Control" by the
Committee.

         You may exercise your option by giving written notice to the
Secretary of the Company on forms supplied by the Company at its then
principal executive office, accompanied by payment of the option price for the
total number of shares you specify that you wish to purchase. The payment may
be in any of the following forms: (a) cash, which may be evidenced by a check
and includes cash received from a stock brokerage firm in a so-called
"cashless exercise"; (b) (unless prohibited by the Committee) certificates
representing shares of Common Stock of the Company, which will be valued by
the Secretary of the Company at the fair market value per share of the
Company's Common Stock (as determined in accordance with the Plan) on the date
of delivery of such certificates to the Company, accompanied by an assignment
of the stock to the Company; or (c) (unless prohibited by the Committee) any
combination of cash and Common Stock of the Company valued as provided in
clause (b). Any assignment of stock shall be in a form and substance
satisfactory to the Secretary of the Company, including guarantees of
signature(s) and payment of all transfer taxes if the Secretary deems such
guarantees necessary or desirable.


                                      17

<PAGE>

         Your option will, to the extent not previously exercised by you,
terminate three months after the date on which your employment by the Company
or a Company subsidiary corporation is terminated (whether such termination be
voluntary or involuntary) other than by reason of disability as defined in
Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the regulations thereunder, or death, in which case your option
will terminate one year from the date of termination of employment due to
disability or death (but in no event later than the Scheduled Termination
Date). After the date your employment is terminated, as aforesaid, you may
exercise this option only for the number of shares which you had a right to
purchase and did not purchase on the date your employment terminated. If you
are employed by a Company subsidiary corporation, your employment shall be
deemed to have terminated on the date your employer ceases to be a Company
subsidiary corporation, unless you are on that date transferred to the Company
or another Company subsidiary corporation. Your employment shall not be deemed
to have terminated if you are transferred from the Company to a Company
subsidiary corporation, or vice versa, or from one Company subsidiary
corporation to another Company subsidiary corporation.

         If you die while employed by the Company or a Company subsidiary
corporation, your executor or administrator, as the case may be, may, at any
time within one year after the date of your death (but in no event later than
the Scheduled Termination Date), exercise the option as to any shares which
you had a right to purchase and did not purchase during your lifetime. If your
employment with the Company or a Company parent or subsidiary corporation is
terminated by reason of your becoming disabled (within the meaning of Section
22(e)(3) of the Code and the regulations thereunder), you or your legal
guardian or custodian may at any time within one year after the date of such
termination (but in no event later than the Scheduled Termination Date),
exercise the option as to any shares which you had a right to purchase and did
not purchase prior to such termination. Your executor, administrator, guardian
or custodian must present proof of his authority satisfactory to the Company
prior to being allowed to exercise this option.

         Notwithstanding any other provision of the Option, the Committee
shall have the right to cancel this Option without notice if your employment
is terminated for: (i) criminal conduct; or (ii) willful misconduct or gross
negligence materially detrimental to the Company.


                                      18

<PAGE>

         In the event of any change in the outstanding shares of the Common
Stock of the Company by reason of a stock dividend, stock split, combination
of shares, recapitalization, merger, consolidation, transfer of assets,
reorganization, conversion or what the Committee deems in its sole discretion
to be similar circumstances, the number and kind of shares subject to this
option and the option price of such shares shall be appropriately adjusted in
a manner to be determined in the sole discretion of the Committee. No
adjustment shall be made with respect to the 46.56-for-1 stock split effected
in September 1996.

         This option is not transferable otherwise than by will or the laws of
descent and distribution, and is exercisable during your lifetime only by you,
including, for this purpose, your legal guardian or custodian in the event of
disability. Until the option price has been paid in full pursuant to due
exercise of this option and the purchased shares are delivered to you, you do
not have any rights as a shareholder of the Company. The Company reserves the
right not to deliver to you the shares purchased by virtue of the exercise of
this option during any period of time in which the Company deems, in its sole
discretion, that such delivery would violate a federal, state, local or
securities exchange rule, regulation or law.

         Notwithstanding anything to the contrary contained herein, this
option is not exercisable until all the following events occur and during the
following periods of time:

                  (a) Until the Plan pursuant to which this option is granted
is approved by the shareholders of the Company in the manner prescribed by the
Code and the regulations thereunder;

                  (b) Until this option and the optioned shares are approved
and/or registered with such federal, state and local regulatory bodies or
agencies and securities exchanges as the Company may deem necessary or
desirable; or

                  (c) During any period of time in which the Company deems
that the exercisability of this option, the offer to sell the shares optioned
hereunder, or the sale thereof, may violate a federal, state, local or
securities exchange rule, regulation or law, or may cause the Company to be
legally obligated to issue or sell more shares than the Company is legally
entitled to issue or sell.


                                      19

<PAGE>

                  (d) Until you have paid or made suitable arrangements to pay
(which may include payment through the surrender of Common Stock, unless
prohibited by the Committee) (i) all federal, state and local income tax
withholding required to be withheld by the Company in connection with the
option exercise and (ii) the employee's portion of other federal, state and
local payroll and other taxes due in connection with the option exercise.

                  (e) Until the Company has completed a public offering of its
Common Stock registered under the Securities Act of 1933, as amended, or has
registered any of its Common Stock under the Securities Exchange Act of 1934,
as amended.

                  The following two paragraphs shall be applicable if, on the
date of exercise of this option, the Common Stock to be purchased pursuant to
such exercise has not been registered under the Securities Act of 1933, as
amended, and under applicable state securities laws, and shall continue to be
applicable for so long as such registration has not occurred:

                  (a) The optionee hereby agrees, warrants and represents that
he will acquire the Common Stock to be issued hereunder for his own account
for investment purposes only, and not with a view to, or in connection with,
any resale or other distribution of any of such shares, except as hereafter
permitted. The optionee further agrees that he will not at any time make any
offer, sale, transfer, pledge or other disposition of such Common Stock to be
issued hereunder without an effective registration statement under the
Securities Act of 1933, as amended, and under any applicable state securities
laws or an opinion of counsel acceptable to the Company to the effect that the
proposed transaction will be exempt from such registration. The optionee shall
execute such instruments, representations, acknowledgements and agreements as
the Company may, in its sole discretion, deem advisable to avoid any violation
of federal, state, local or securities exchange rule, regulation or law.

                  (b) The certificates for Common Stock to be issued to the
optionee hereunder shall bear the following legend:

                  "The shares represented by this certificate have not been
         registered under the Securities Act of 1933, as amended, or under
         applicable state securities laws. The shares have been acquired for
         investment and may not be offered, sold, transferred, pledged or
         otherwise disposed of without an effective registration statement
         under the Securities Act of 1933, as amended, and under any
         applicable state securities laws or an opinion of counsel acceptable
         to the Company that the proposed transaction will be exempt from such
         registration."

                                      20


<PAGE>

The foregoing legend shall be removed upon registration of the legended shares
under the Securities Act of 1933, as amended, and under any applicable state
laws or upon receipt of any opinion of counsel acceptable to the Company that
said registration is no longer required.

         The sole purpose of the agreements, warranties, representations and
legend set forth in the two immediately preceding paragraphs is to prevent
violations of the Securities Act of 1933, as amended, and any applicable state
securities laws.

         It is the intention of the Company and you that this option shall not
be an "Incentive Stock Option" as that term is used in Section 422 of the Code
and the regulations thereunder.

         Nothing herein shall modify your status as an at-will employee of the
Company. Further, nothing herein guarantees you employment for any specified
period of time. This means that either you or the Company may terminate your
employment at any time for any reason, or no reason. You recognize that, for
instance, you may terminate your employment or the Company may terminate your
employment prior to the date on which your option becomes vested.

         Any dispute or disagreement between you and the Company with respect
to any portion of this option or its validity, construction, meaning,
performance or your rights hereunder shall be settled by arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association or its successor, as amended from time to time. However, prior to
submission to arbitration you will attempt to resolve any disputes or
disagreements with the Company over this option amicably and informally, in
good faith, for a period not to exceed two weeks. Thereafter, the dispute or
disagreement will be submitted to arbitration. At any time prior to a decision
from the arbitrator(s) being rendered, you and the Company may resolve the
dispute by settlement. You and the Company shall equally share the costs
charged by the American Arbitration Association or its successor, but you and
the Company shall otherwise be solely responsible for your own respective
counsel fees and expenses. The decision of the arbitrator(s) shall be made in
writing, setting forth the award, the reasons for the decision and award and
shall be binding and conclusive on you and the Company. Further, neither you
nor the Company shall appeal any such award. Judgment of a court of competent
jurisdiction may be entered upon the award and may be enforced as such in
accordance with the provisions of the award.


                                      21

<PAGE>

         This option shall be subject to the terms of the Plan in effect on
the date this option is granted, which terms are hereby incorporated herein by
reference and made a part hereof. In the event of any conflict between the
terms of this option and the terms of the Plan in effect on the date of this
option, the terms of the Plan shall govern. This option constitutes the entire
understanding between the Company and you with respect to the subject matter
hereof and no amendment, supplement or waiver of this option, in whole or in
part, shall be binding upon the Company unless in writing and signed by the
President of the Company. This option and the performances of the parties
hereunder shall be construed in accordance with and governed by the laws of
the State of Pennsylvania.

         Please sign the copy of this option and return it to the Company's
Secretary, thereby indicating your understanding of and agreement with its
terms and conditions.

                                     NCO GROUP, INC.


                                     By: _____________________________________


                                      22

<PAGE>




         I hereby acknowledge receipt of a copy of the foregoing stock option
and of the Plan as of the date of grant set forth above, hereby acknowledge
that this stock option grant discharges any promise (either verbal or written)
of the Company made on or prior to the date of grant to give me a stock
option, and, having read it, hereby signify my understanding of, and my
agreement with, its terms and conditions. In consideration of the grant, I
hereby release any claim I may have against the Company with respect to any
promise of a stock option grant or other equity interest in the Company.


__________________________________________          ___________________________
(Signature)                                          (Date)


                                      23

<PAGE>





                                 APPENDIX III

                   NON-QUALIFIED STOCK OPTION FOR DIRECTORS
                           AND IMPORTANT CONSULTANTS


To:       _____________________________________________________________________
                  Name

          _____________________________________________________________________
                  Address

Date of Grant:  _______________________________________________________________



         You are hereby granted an option, effective as of the date hereof, to
purchase __________ shares of common stock, no par value ("Common Stock"), of
NCO Group, Inc., a Pennsylvania corporation (the "Company") at a price of $___
per share pursuant to the Company's 1996 Stock Option Plan (the "Plan").

         Your option may first be exercised on and after one year from the
date of grant, but not before that time. On and after one year and prior to
two years from the date of grant, your option may be exercised for up to 33
1/3% of the total number of shares subject to the option minus the number of
shares previously purchased by exercise of the option (as adjusted for any
change in the outstanding shares of the Common Stock of the Company by reason
of a stock dividend, stock split, combination of shares, recapitalization,
merger, consolidation, transfer of assets, reorganization, conversion or what
the Committee deems in its sole discretion to be similar circumstances). Each
succeeding year thereafter, your option may be exercised for up to an
additional 33 1/3% of the total number of shares subject to the option minus
the number of shares previously purchased by exercise of the option (as
adjusted for any change in the outstanding shares of the Common Stock of the
Company by reason of a stock dividend, stock split, combination of shares,
recapitalization, merger, consolidation, transfer of assets, reorganization,
conversion or what the Committee deems in its sole discretion to be similar
circumstances). Thus, this option is fully exercisable on and after three
years after the date of grant, except if terminated earlier as provided
herein. No fractional shares shall be issued or delivered. This option shall
terminate and is not exercisable after ten years from the date of its grant
(the "Scheduled Termination Date"), except if terminated earlier as hereafter
provided.


                                      24

<PAGE>



         In the event of a "Change of Control" (as defined below) of the
Company, your option may, from and after the date your employment is
terminated (whether such termination be voluntary or involuntary) after the
Change of Control (but in no event later than the Scheduled Termination Date),
and notwithstanding the immediately preceding paragraph, be exercised for up
to 100% of the total number of shares then subject to the option minus the
number of shares previously purchased upon exercise of the option (as adjusted
for stock dividends, stock splits, combinations of shares and what the
Committee deems in its sole discretion to be similar circumstances) and your
vesting date may accelerate accordingly. A "Change of Control" shall be deemed
to have occurred upon the happening of any of the following events:

         1.       A change within a twelve-month period in a majority of
the members of the board of directors of the Company;

         2. A change within a twelve-month period in the holders of more than
50% of the outstanding voting stock of the Company; or

         3. Any other event deemed to constitute a "Change of Control" by the
Committee.

         You may exercise your option by giving written notice to the
Secretary of the Company on forms supplied by the Company at its then
principal executive office, accompanied by payment of the option price for the
total number of shares you specify that you wish to purchase. The payment may
be in any of the following forms: (a) cash, which may be evidenced by a check
and includes cash received from a stock brokerage firm in a so-called
"cashless exercise"; (b) (unless prohibited by the Committee) certificates
representing shares of Common Stock of the Company, which will be valued by
the Secretary of the Company at the fair market value per share of the
Company's Common Stock (as determined in accordance with the Plan) on the date
of delivery of such certificates to the Company, accompanied by an assignment
of the stock to the Company; or (c) (unless prohibited by the Committee) any
combination of cash and Common Stock of the Company valued as provided in
clause (b). Any assignment of stock shall be in a form and substance
satisfactory to the Secretary of the Company, including guarantees of
signature(s) and payment of all transfer taxes if the Secretary deems such
guarantees necessary or desirable.

                                      25
<PAGE>

         Your option will, to the extent not previously exercised by you,
terminate three months after the date on which you cease for any reason to be
a director of, or consultant to, the Company or a subsidiary corporation
(whether by death, disability, resignation, removal, failure to be
reappointed, reelected or otherwise, or the expiration of any consulting
arrangement, and regardless of whether the failure to continue as a director
or consultant was for cause or without cause or otherwise), but in no event
later than ten years from the date this option is granted. After the date you
cease to be a director or consultant, you may exercise this option only for
the number of shares which you had a right to purchase and did not purchase on
the date you ceased to be a director or consultant. If you are a director of a
subsidiary corporation, your directorship shall be deemed to have terminated
on the date such company ceases to be a subsidiary corporation, unless you are
also a director of the Company or another subsidiary corporation, or on that
date became a director of the Company or another subsidiary corporation. Your
directorship or consultancy shall not be deemed to have terminated if you
cease being a director of, or consultant to, the Company or a subsidiary
corporation but are or concurrently therewith become an employee or director
of, or consultant to, the Company or another subsidiary corporation.

         Notwithstanding any other provision of the Option, the Committee
shall have the right to cancel this Option without notice if your directorship
or consultancy is terminated for: (i) criminal conduct; or (ii) willful
misconduct or gross negligence materially detrimental to the Company.

         In the event of any change in the outstanding shares of the Common
Stock of the Company by reason of a stock dividend, stock split, combination
of shares, recapitalization, merger, consolidation, transfer of assets,
reorganization, conversion or what the Committee deems in its sole discretion
to be similar circumstances, the number and kind of shares subject to this
option and the option price of such shares shall be appropriately adjusted in
a manner to be determined in the sole discretion of the Committee. No
adjustment shall be made with respect to the 46.56-for-1 stock split effected
in September 1996.


                                      26
<PAGE>

         This option is not transferable otherwise than by will or the laws of
descent and distribution, and is exercisable during your lifetime only by you,
including, for this purpose, your legal guardian or custodian in the event of
disability. Until the option price has been paid in full pursuant to due
exercise of this option and the purchased shares are delivered to you, you do
not have any rights as a shareholder of the Company. The Company reserves the
right not to deliver to you the shares purchased by virtue of the exercise of
this option during any period of time in which the Company deems, in its sole
discretion, that such delivery would violate a federal, state, local or
securities exchange rule, regulation or law.

         Notwithstanding anything to the contrary contained herein, this
option is not exercisable until all the following events occur and during the
following periods of time:

                  (a) Until the Plan pursuant to which this option is granted
is approved by the shareholders of the Company in the manner prescribed by the
Code and the regulations thereunder;

                  (b) Until this option and the optioned shares are approved
and/or registered with such federal, state and local regulatory bodies or
agencies and securities exchanges as the Company may deem necessary or
desirable; or

                  (c) During any period of time in which the Company deems
that the exercisability of this option, the offer to sell the shares optioned
hereunder, or the sale thereof, may violate a federal, state, local or
securities exchange rule, regulation or law, or may cause the Company to be
legally obligated to issue or sell more shares than the Company is legally
entitled to issue or sell.

                  (d) Until you have paid or made suitable arrangements to pay
(which may include payment through the surrender of Common Stock, unless
prohibited by the Committee) (i) all federal, state and local income tax
withholding required to be withheld by the Company in connection with the
option exercise and (ii) the employee's portion of other federal, state and
local payroll and other taxes due in connection with the option exercise.

                  (e) Until the Company has completed a public offering of its
Common Stock registered under the Securities Act of 1933, as amended, or has
registered any of its Common Stock under the Securities Exchange Act of 1934,
as amended.


                                      27

<PAGE>

                  The following two paragraphs shall be applicable if, on the
date of exercise of this option, the Common Stock to be purchased pursuant to
such exercise has not been registered under the Securities Act of 1933, as
amended, and under applicable state securities laws, and shall continue to be
applicable for so long as such registration has not occurred:

                  (a) The optionee hereby agrees, warrants and represents that
he will acquire the Common Stock to be issued hereunder for his own account
for investment purposes only, and not with a view to, or in connection with,
any resale or other distribution of any of such shares, except as hereafter
permitted. The optionee further agrees that he will not at any time make any
offer, sale, transfer, pledge or other disposition of such Common Stock to be
issued hereunder without an effective registration statement under the
Securities Act of 1933, as amended, and under any applicable state securities
laws or an opinion of counsel acceptable to the Company to the effect that the
proposed transaction will be exempt from such registration. The optionee shall
execute such instruments, representations, acknowledgements and agreements as
the Company may, in its sole discretion, deem advisable to avoid any violation
of federal, state, local or securities exchange rule, regulation or law.

                  (b) The certificates for Common Stock to be issued to the
optionee hereunder shall bear the following legend:

                  "The shares represented by this certificate have not been
         registered under the Securities Act of 1933, as amended, or under
         applicable state securities laws. The shares have been acquired for
         investment and may not be offered, sold, transferred, pledged or
         otherwise disposed of without an effective registration statement
         under the Securities Act of 1933, as amended, and under any
         applicable state securities laws or an opinion of counsel acceptable
         to the Company that the proposed transaction will be exempt from such
         registration."

The foregoing legend shall be removed upon registration of the legended shares
under the Securities Act of 1933, as amended, and under any applicable state
laws or upon receipt of any opinion of counsel acceptable to the Company that
said registration is no longer required.


                                      28

<PAGE>

         The sole purpose of the agreements, warranties, representations and
legend set forth in the two immediately preceding paragraphs is to prevent
violations of the Securities Act of 1933, as amended, and any applicable state
securities laws.

         It is the intention of the Company and you that this option shall not
be an "Incentive Stock Option" as that term is used in Section 422(b) of the
Code and the regulations thereunder.

         Any dispute or disagreement between you and the Company with respect
to any portion of this option or its validity, construction, meaning,
performance or your rights hereunder shall be settled by arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association or its successor, as amended from time to time. However, prior to
submission to arbitration you will attempt to resolve any disputes or
disagreements with the Company over this option amicably and informally, in
good faith, for a period not to exceed two weeks. Thereafter, the dispute or
disagreement will be submitted to arbitration. At any time prior to a decision
from the arbitrator(s) being rendered, you and the Company may resolve the
dispute by settlement. You and the Company shall equally share the costs
charged by the American Arbitration Association or its successor, but you and
the Company shall otherwise be solely responsible for your own respective
counsel fees and expenses. The decision of the arbitrator(s) shall be made in
writing, setting forth the award, the reasons for the decision and award and
shall be binding and conclusive on you and the Company. Further, neither you
nor the Company shall appeal any such award. Judgment of a court of competent
jurisdiction may be entered upon the award and may be enforced as such in
accordance with the provisions of the award.


                                      29

<PAGE>

         This option shall be subject to the terms of the Plan in effect on
the date this option is granted, which terms are hereby incorporated herein by
reference and made a part hereof. In the event of any conflict between the
terms of this option and the terms of the Plan in effect on the date of this
option, the terms of the Plan shall govern. This option constitutes the entire
understanding between the Company and you with respect to the subject matter
hereof and no amendment, supplement or waiver of this option, in whole or in
part, shall be binding upon the Company unless in writing and signed by the
President of the Company. This option and the performances of the parties
hereunder shall be construed in accordance with and governed by the laws of
the State of Pennsylvania.

         Please sign the copy of this option and return it to the Company's
Secretary, thereby indicating your understanding of and agreement with its
terms and conditions.

                                        NCO GROUP, INC.



                                        By:  _________________________________

         I hereby acknowledge receipt of a copy of the foregoing stock option
and of the Plan as of the date of grant set forth above, hereby acknowledge
that this stock option grant discharges any promise (either verbal or written)
of the Company made on or prior to the date of grant to give me a stock
option, and, having read it, hereby signify my understanding of, and my
agreement with, its terms and conditions. In consideration of the grant, I
hereby release any claim I may have against the Company with respect to any
promise of a stock option grant or other equity interest in the Company.


______________________________________________         ________________________
(Signature)                                            (Date)







                                      30