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                                                                    Exhibit 10.1



                              AMENDED AND RESTATED
                                      NOTE

$11,250,000                                        Fort Washington, PA
                                                   Effective as of April 1, 2002

         FOR VALUE RECEIVED, TRC HOLDINGS, INC., a Pennsylvania corporation,
with an address of Suite 1300 Virginia Drive, Fort Washington, Pennsylvania
19034 ("Maker") unconditionally promises to pay to the order of NCO
TELESERVICES, INC. a Pennsylvania corporation or its permitted assignee, with an
address at 515 Pennsylvania Avenue, Fort Washington, Pennsylvania 19034
("Payee"), the principal sum of ELEVEN MILLION TWO HUNDRED FIFTY THOUSAND
DOLLARS ($11,250,000) (hereinafter referred to as the "Loan" or the "Loan
Amount"), lawful money of the United States of America, together with interest
from the date hereof, on the outstanding balance of the Loan, the original
amount of which, TWELVE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS
($12,250,000), resulted from a transaction under that certain Asset Purchase
Agreement dated October 26, 2000, by and between Maker and Payee (the
"Agreement"), and on the terms set forth herein. Any capitalized terms used but
not otherwise defined herein shall have the meaning given to such term in the
Agreement.

         1. Interest and Principal Payments. Notwithstanding the terms of the
Agreement:

                  (a) Interest Rate. During each year that this Note is
outstanding, it shall bear interest at the Prime Rate of Interest as reported in
the Wall Street Journal on the last business day of February of such year, plus
one percent (1%). Notwithstanding the foregoing, the maximum interest rate
payable on this Note shall be nine percent (9%) per annum.

                  (b) Principal Payments. Beginning on May 1, 2002, and
continuing on the first day of each month through October 1, 2003, Maker shall
pay interest only, in arrears, on the unpaid principal balance of the Note at
the rate specified in Paragraph 1(a) hereof. Beginning on November 1, 2003, and
continuing on the first day of each month for one hundred fifty-five (155)
consecutive months, Maker shall pay the amount of One Hundred Ten Thousand
Dollars ($110,000) on account of interest and principal on this Note. Each such
monthly payment shall be first applied to interest on the then outstanding
principal balance of this Note at the rate specified in Paragraph 1(a) hereof
and the balance of each payment shall be applied to the reduction of the
outstanding principal balance. In the event any principal balance remains
outstanding after the application of such payments, the remaining balance shall
be paid in full on November 1, 2016.


                  (c) Additional Contingent Principal Payments. In addition to
the foregoing, on May 1 of each year that this Note is outstanding, Maker will
make an additional payment, to be applied against the outstanding principal
balance, of an amount equal to fifteen percent (15%) of Maker's Net Income, if
any, for the year ending on the preceding December 31. For purposes of this
paragraph, Net Income shall be the amount of taxable income, if any, included on
the Maker's federal income tax return for such year as determined by the Maker's
independent certified public accountant, adjusted by the deduction of all
shareholder distributions for the purpose of paying federal, state and local
income taxes and by the addition of an amount equal to any payments made to
Messrs. Raquet, Hammond, Olesky and Ms. Zuckerman in excess of the amounts due
them under their current employment agreements.

                  (d) Late Charge. Any payment not received by the close of
business on the fifth business day of each month shall incur a late charge of
five percent (5%) of the payment.


         2. Prepayment. Maker shall have the right to prepay this Note, in whole
or in part without premium or penalty, at any time. Any prepayment shall be
applied against principal and the monthly principal payment shall be
recalculated to reduce the amount of each remaining monthly principal payment
due hereunder.

         3. Security and Subordination. Payment of this Note by the Maker is
secured by a second (2nd) lien on the Assets of Maker being acquired by Maker
from Payee pursuant to the Agreement, intended to be secured by the filing of
UCC Financing Statements forthwith with the appropriate state and local offices.
The Loan shall be subordinated (in all respects) to bank debt of Maker, the
proceeds of which are to be used by Maker for operating working capital. By
acceptance of this Note, Payee agrees to execute and deliver such agreements and
instruments as any such bank may require from time to time, and to such
amendments to or legends on this Note, pertaining to such subordination.
<PAGE>

         4. Events of Default. Maker will be in default (an "Event of Default")
hereunder if any of the following happens:(a) Maker fails to make any payment or
principal or interest when due; (b) the entry of decree or order for relief by a
court having jurisdiction over Maker in an involuntary case under the federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency, or other similar law, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) for Maker or for any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and the continuance of any such decree
or order unstayed and in effect for a period of thirty (30) consecutive days;
(c) the commencement by Maker of a voluntary case under the federal bankruptcy
laws, as not constituted or hereafter amended, or any other applicable federal
or state bankruptcy, insolvency, or other similar law, the consent by Maker to
the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, conservator, sequestrator (or other similar official) for
Maker or for any substantial part of its property, or the making by it of any
assignment for the benefit of creditors, or for the failure of Maker generally
to pay its debts as such debts become due, or the ordering of the winding-up or
liquidation of its affairs by Maker; (d) Maker shall merge its business with or
into any other entity and Maker is not the surviving entity; or (e) Maker shall
sell all or substantially all of its assets outside the ordinary course of its
business.

         5. Remedies: Default Rate. Upon the occurrence of an Event of Default,
the entire principal indebtedness evidenced hereby, together with all arrearages
of interest hereon and other sums due hereunder, if any, shall, at the option of
Payee, become due and payable immediately, without presentation, demand or
further action, (after such Event of Default and acceleration and until Maker's
indebtedness to Payee is paid in full, including the period following entry of
any judgment) at a rate which is four percent (4%) per annum in excess of the
rate herein specified (the "Default Rate"), together with all reasonable
attorney's fees for collection, then due by Maker to Payee and the payment of
same may be enforced and recovered by the entry of judgment on this Note and the
issuance of execution thereon.

         6. Confession of Judgment. Upon the occurrence of an Event of Default
hereunder, Maker hereby irrevocably authorizes and empowers any attorney of any
court of record or the Prothonotary or Clerk of any court in the Commonwealth of
Pennsylvania, or elsewhere, to appear at any time for the of any term, and
therein to confess or enter judgment against the Maker for all or any part of
the sums due Payee pursuant to this Note and all arrearages of interest thereon
together with interest thereon at the Default Rate after default including
interest at that rate from and after the date of any foreclosure, sheriff's or
judicial sale until actual payment is made to Payee of the full amount due Payee
plus costs and together with all actual attorneys' fees incurred by Payee from
time to time in enforcing its rights hereunder, including the Confession of
Judgment against Maker. For purposes of such confessions of judgment, this Note
or a copy thereof verified by affidavit shall be a good and sufficient warrant.
The authority granted herein to confess judgment shall not be exhausted by any
exercise thereof but shall continue from time to time and at all times until all
obligations of Maker to Payee have been fully paid and/or discharged. Payee may
confess one or more judgments in the same or different jurisdictions for all or
any of the amount owing hereunder, without regard to whether judgment has
theretofore been confessed on more than one occasion for the same amount. In the
event any judgment confessed against Maker hereunder is stricken or opened upon
application by or on Maker's behalf for any reason, Payee is hereby authorized
and empowered to again appear for and confess judgment against Maker for any
part or all of the amounts owing hereunder, as provided for herein, if doing so
will cure any errors or defects in such prior proceedings.

<PAGE>

         7. Remedies Cumulative. The remedies of Payee provided herein or
otherwise available to Payee at law or in equity including all warrants of
attorney may be pursued separately, successively or together at the sole
discretion of Payee, and may be exercised as often as occasion therefore shall
occur, and the failure to exercise any such right or remedy shall in no event be
construed as a waiver or release of the same.

         8. Assignment. Payee shall, without the requirement of first obtaining
Maker's consent, have the right to assign this Note to any company affiliated
with Payee. Otherwise, Payee shall not negotiate or assign this Note to any
other person or entity without Maker's prior written consent.

         9. Miscellaneous.

                  (a) Maker waives presentment for payment, demand, notice of
demand, notice of nonpayment or dishonor, protest and notice of protest of this
Note, and all other notices in connection with the delivery, acceptance,
performance, default or enforcement of the payment of this Note. Liability
hereunder shall be unconditional and shall not be affected in any manner by any
indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee.

                  (b) The words "Payee" and "Maker" whenever occurring herein
shall be deemed and construed to include the respective permitted successors and
assigns of Payee and Maker

                  (c) This Note shall be governed by and construed according to
the laws of the Commonwealth of Pennsylvania, Maker hereby consents to the
exclusive jurisdiction of the Court of Common Pleas of Montgomery County,
Pennsylvania in any and all actions or proceedings arising hereunder or pursuant
hereto.
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                  (d) Maker irrevocably as an independent covenant waives the
right to jury trial in any action or proceeding between Maker and Payee,

                  (e) Caption headings in this Note are for convenience purposes
only and are not to be used to interpret or define the provisions of this Note.
If a court of competent jurisdiction finds any provision of this Note to be
invalid or unenforceable as to any person or circumstance, such finding shall
not render that provision invalid or unenforceable as to any other persons or
circumstances, and all provisions of this Note in all other respects shall
remain valid and enforceable.

                  (f) Payee shall not be deemed, by any act of omission or
commission to have waived any of its rights or remedies hereunder unless such
waiver is in writing and signed by Payee, and then only to the extent
specifically set forth in writing. A waiver by Payee with respect to one event
shall not be construed as continuing or as a bar to or waiver of any right or
remedy with respect to a subsequent event.





                  (g) So long as Maker's obligations hereunder remain
outstanding, Maker shall furnish Payee with quarterly financial statements and
within sixty (60) days following the end of its fiscal year, an audited
financial statement.

         IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has
executed this Note, under seal, the day and year first above written.

Date:  April 1, 2002

                                 TRC HOLDINGS, INC,




                                 By:
                                      ----------------------------------------
                                       Name:  Richard Raquet
                                       Title:  President



<PAGE>



                    ACKNOWLEDGMENT OF CONFESSION OF JUDGMENT


         THE UNDERSIGNED MAKER HEREBY ACKNOWLEDGES THAT THIS NOTE CONTAINS A
CONFESSION OF JUDGMENT. MAKER UNDERSTANDS THAT A JUDGMENT MAY BE OBTAINED
AGAINST MAKER WITHOUT NOTICE AND AN OPPORTUNITY TO BE HEARD IN COURT. THE
UNDERSIGNED MAKER, ACTING THROUGH ITS OFFICERS, HAS RETAINED INDEPENDENT COUNSEL
(OR HAS BEEN ADVISED BY PAYEE TO RETAIN SUCH COUNSEL) TO REVIEW THIS NOTE
INCLUDING THE CONFESSION OF JUDGMENT. THE UNDERSIGNED DOES KNOWINGLY AND FREELY
EXECUTE THIS NOTE CONTAINING THE CONFESSION OF JUDGMENT.


                                 TRC HOLDINGS, INC,




                                 By:
                                      ----------------------------------------
                                       Name:  Richard Raquet
                                       Title:    President