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                                                                    EXHIBIT 10.2

                      SECOND AMENDMENT TO CREDIT AGREEMENT



         This Second Amendment, dated as of June 30, 2005 (this "Amendment") to
Credit Agreement dated as of November 26, 2002, as previously amended as of
August 12, 2004 and September 30, 2004 (the "Credit Agreement") is made by and
between NCOP Capital, Inc., a Nevada corporation (the "Borrower") and CFSC
Capital Corp. XXXIV, a Delaware corporation (the "Lender").

                                    RECITALS
                                    --------

         A.       The Borrower and the Lender are parties to the Credit
                  Agreement, pursuant to which the Lender has provided and may
                  from time to time in the future provide the Borrower with
                  financing for the purchase of pools of assets, which assets
                  include consumer finance receivables.

         B.       The Borrower has requested loans for the purchase of certain
                  U.S.-based consumer portfolios with a purchase price equal to
                  or greater than $4,000,000 on terms different from those set
                  forth in the Credit Agreement.

         C.       The Lender is willing to provide such loans for such
                  additional portfolios on the terms set forth in the Credit
                  Agreement as amended by this Amendment.

         Accordingly, in consideration of the mutual covenants herein contained
         and for other good and valuable consideration, the receipt and
         sufficiency of which are hereby acknowledged, the parties hereto agree
         as follows:

         1.       Definitions. Unless otherwise specifically defined herein or
                  as modified below, capitalized terms used in this Amendment
                  and defined in the Credit Agreement shall have the meanings
                  assigned to such terms in the Credit Agreement.

         2.       Amendments to Credit Agreement. The Borrower and the Lender
                  agree that the Credit Agreement is hereby amended as follows:

                  (a)      The definition of "Asset Pool Equity Contribution" is
                           hereby deleted and restated in its entirety to read:

                           "Asset Pool Equity Contribution" shall mean, with
                           respect to each Asset Pool (or the applicable portion
                           of an Asset Pool in connection with a Forward Flow
                           Purchase Agreement), that portion of the Total Cost
                           of an Asset Pool (or the applicable portion of an
                           Asset Pool in connection with a Forward Flow Purchase
                           Agreement) not funded with the proceeds of a Loan,
                           which, unless otherwise approved by the Lender in an
                           Approved Borrowing Request, shall be (i) ten percent
                           (10%) of such Total Cost in the case of an Asset Pool
                           (or portion thereof) funded with the proceeds of a
                           Pre-Amendment Loan and (ii) thirty percent (30%) of
                           such Total Cost in the case of an Asset Pool (or
                           portion thereof) funded with the proceeds of a
                           Post-Amendment Loan."




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                  (b)      The definition of "Asset Pool Shortfall Amount" is
                           hereby deleted and restated in its entirety to read:

                           "Asset Pool Shortfall Amount" shall mean either the
                           Pre-Amendment Asset Pool Shortfall Amount or the
                           Post-Amendment Asset Pool Shortfall Amount, as the
                           context may require."

                  (c)      Clause (a) of the definition of "Change of Control"
                           is hereby deleted and restated in its entirety to
                           read:

                           "(a) any event circumstance or occurrence that
                           results in (i) the Parent holding and owning,
                           directly or indirectly, less than one hundred percent
                           (100%) of the issued and outstanding equity interests
                           in the Borrower, free and clear of all liens,
                           security interests and other encumbrances; or (ii)
                           NCO Group, Inc. holding and owning, directly or
                           indirectly, less than fifty percent (50%) of the
                           issued and outstanding equity interests in either the
                           Parent or the Servicer;"

                  (d)      The definition of "Exclusivity Agreement" is hereby
                           deleted and restated in its entirety to read:

                           "Exclusivity Agreement" shall mean that certain
                           Amended and Restated Exclusivity Agreement, dated as
                           of June 30, 2005 among the Lender, the Borrower, NCOP
                           Lakes, NCO Capital I, the Servicer, and certain other
                           related parties as therein described, as to the
                           Lender's exclusive right to finance Assets acquired
                           by such parties and other Affiliated Parties as
                           described therein.

                  (e)      The definition of "Floating Rate" is hereby deleted
                           and restated in its entirety to read:


                           "Floating Rate" shall mean, with respect to a
                           Pre-Amendment Loan, an annual rate of interest equal
                           to the Base Rate plus three and one-quarter percent
                           (3.25%) and, with respect to a Post-Amendment Loan,
                           an annual rate of interest equal to LIBOR plus two
                           and one-half percent (2.50%)."

                           For avoidance of doubt, the Floating Rate applicable
                           to a Post-Amendment Loan shall be adjusted on the
                           first day of each interest period.

                  (f)      The definition of "Funding Termination Date" is
                           hereby deleted and restated in its entirety to read:





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                           "Funding Termination Date" shall mean (i) the earlier
                           of (a) June 30, 2009, or (b) the date the Lender
                           demands payment of the Obligations pursuant to
                           Section 8.2, or (ii) the date upon which the Lender
                           delivers a written declaration to the Borrower that
                           it will no longer consider Borrowing Requests as a
                           result of a Change of Control, or (iii) the date upon
                           which the Lender delivers a written declaration to
                           the Borrower that it will no longer consider
                           Borrowing Requests pursuant to Section 8.2.

                  (g)      The definition of "NCOP Lakes Credit Agreement" is
                           hereby deleted and restated in its entirety to read:

                           "NCOP Lakes Credit Agreement" shall mean that certain
                           credit agreement by and between NCOP Lakes and the
                           Lender dated as of August 19, 2002 and amended as of
                           March 31, 2005.

                  (h)      Twelve new definitions shall be added to Section 1.1
                           of the Credit Agreement, to read as follows:

                           "Affiliated Parties" shall have the meaning set forth
                           in the Exclusivity Agreement.

                           "Affiliated Party Asset Pool" shall mean an Asset
                           Pool financed under (and as defined in) an Affiliated
                           Party Credit Agreement.

                           "Affiliated Party Credit Agreements" shall mean,
                           collectively, the NCOP Lakes Credit Agreement, the
                           NCO Capital I Credit Agreement and each other credit
                           agreement entered into by and between the Lender and
                           an Affiliated Party from time to time.

                           "Affiliated Party Pre-Amendment Loans" shall mean all
                           Loans made under (and as defined in) an Affiliated
                           Party Credit Agreement to fund an Affiliated Party's
                           acquisition of an Affiliated Party Asset Pool, which
                           Loans have been requested prior to June 30, 2005.

                           "Affiliated Party Post-Amendment Loans" shall mean
                           all Loans made under (and as defined in) an
                           Affiliated Party Credit Agreement to fund an
                           Affiliated Party's acquisition of an Affiliated Party
                           Asset Pool, which Loans have been requested
                           subsequent to June 30, 2005."

                           "LIBOR" shall mean, with respect to any interest
                           period, the rate per annum, on the date of rate
                           determination, as shown on Telerate Page 3750 or any
                           successor page as the composite offered rate for
                           London Interbank deposits for one month (or three
                           months, at the sole discretion of the Borrower) as
                           shown under the heading "USD" as of 11:00 a.m. London
                           time on the date of rate determination; provided
                           that, in the event no such rate is shown, LIBOR shall
                           be the rate per annum (rounded upwards, if necessary,
                           to the nearest 1/16th of one percent) based on the




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                           rates at which Dollar deposits for one month (or
                           three months, at the sole discretion of the Borrower)
                           are displayed on the Reuters Screen as of 11:00 a.m.
                           London time on the date of rate determination (it
                           being understood that if at least two such rates
                           appear on such page, the rate will be the arithmetic
                           mean of such displayed rates); provided further that,
                           in the event fewer than two such rates are displayed,
                           or if no such rate is relevant, LIBOR shall be the
                           rate per annum equal to the average of the rates at
                           which deposits in Dollars are offered at
                           approximately 11:00 a.m. London time on the date of
                           rate determination to prime banks in the London
                           interbank market for a one-month period (or
                           three-month period, at the sole discretion of the
                           Borrower).

                           "NCO Capital I" shall mean NCO Capital I, LLC, a
                           Nevada limited liability company and an Affiliated
                           Party to the Borrower.

                           "NCO Capital I Credit Agreement" shall mean that
                           certain credit agreement by and between NCO Capital I
                           and the Lender dated as of March 31, 2005.

                           "Pre-Amendment Asset Pool Shortfall Amount" shall
                           have the meaning set forth in Section 2.9.

                           "Pre-Amendment Loans" shall mean all Loans made
                           hereunder by the Lender to fund the Borrower's
                           acquisition of an Asset Pool, which Loans have been
                           requested pursuant to a Borrowing Request prior to
                           June 30, 2005.

                           "Post-Amendment Asset Pool Shortfall Amount" shall
                           have the meaning set forth in Section 2.10.

                           "Post-Amendment Loans" shall mean all Loans made
                           hereunder by the Lender to fund the Borrower's
                           acquisition of an Asset Pool, which Loan have been
                           requested pursuant to a Borrowing Request subsequent
                           to June 30, 2005.

                  (i)      The first sentence of Section 2.1(a) is hereby
                           deleted and restated in its entirety to read:

                           "(a) REQUESTS FOR BORROWING. From time to time during
                           the period from the date hereof to and including the
                           Funding Termination Date, the Borrower may present to
                           the Lender written information describing a
                           particular Asset Pool (i) with respect to which the
                           Borrower intends to submit an offer to purchase and
                           (ii) requesting that the Lender make a Loan to the
                           Borrower to finance, with respect to Pre-Amendment
                           Loans, up to ninety percent (90%) of the Total Cost
                           of such Asset Pool and, with respect to
                           Post-Amendment Loans, up to seventy percent (70%) of
                           the Total Cost of such Asset Pool; provided, however,
                           that the Lender may, in its sole and absolute
                           discretion, agree to increase such percentages on a
                           transaction-by-transaction basis."





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                  (j)      The second sentence of Section 2.1(b) is hereby
                           deleted and restated in its entirety to read:

                           "An Accepted Borrowing Request delivered to the
                           Borrower by the Lender shall constitute the Lender's
                           commitment, subject to satisfaction of all applicable
                           terms and conditions of this Agreement, to make a
                           Loan to the Borrower to fund, with respect to
                           Pre-Amendment Loans, up to ninety percent (90%) of
                           the Total Cost of the Asset Pool and, with respect to
                           Post-Amendment Loans, up to seventy percent (70%) of
                           the Total Cost of the Asset Pool, as set forth in
                           such Accepted Borrowing Request; provided, however,
                           that the Lender may, in its sole and absolute
                           discretion, agree to increase such percentages on a
                           transaction-by-transaction basis and, provided
                           further, that the Lender's commitment to make a Loan
                           to the Borrower to finance the purchase of an Asset
                           Pool shall not constitute a revolving commitment and
                           the Borrower shall have no right to reborrow any
                           amounts repaid to the Lender pursuant to an Accepted
                           Borrowing Request."

                  (k)      The fifth sentence of Section 2.1(c) is hereby
                           deleted and restated in its entirety to read:

                           "The Lender shall accept or reject a Borrowing
                           Request related to a period of twelve (12) months (or
                           such shorter period as the Lender shall agree to in
                           writing) under a Forward Flow Purchase Agreement in
                           accordance with the provisions of Section 2.1(a) and
                           (b); provided, however, an Accepted Borrowing Request
                           related to a Forward Flow Purchase Agreement shall
                           only constitute the Lender's commitment to make a
                           Loan to fund, with respect to Pre-Amendment Loans, up
                           to ninety percent (90%) of the Total Cost of the
                           Asset Pool being purchased under such Forward Flow
                           Purchase Agreement and, with respect to
                           Post-Amendment Loans, up to seventy percent (70%) of
                           the Total Cost of the Asset Pool being purchased
                           under such Forward Flow Purchase Agreement (provided,
                           however, that the Lender may, in its sole and
                           absolute discretion, agree to increase such
                           percentages on a transaction-by-transaction basis),
                           in either case for such period of twelve (12) months
                           (or such shorter period as the Lender shall agree to
                           in writing) as estimated by the Borrower in the
                           Accepted Borrowing Request related to such Forward
                           Flow Purchase Agreement."

                  (l)      Subsections 2.8(g), (j) and (k) are hereby deleted
                           and restated in their entirety to read:

                           "(g) SEVENTH, to the Lender, subject to Sections 2.9
                           and 2.10 hereof, an amount equal to any Asset Pool
                           Shortfall Amount then outstanding, for application to
                           payment of such Asset Pool Shortfall Amount;"





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                           "(j) TENTH, to the Lender, with respect to
                           Pre-Amendment Loans, its Contingent Payment for such
                           Asset Pool and, with respect to Post-Amendment Loans,
                           a residual payment equal to twenty-eight percent
                           (28%) of all remaining Asset Pool Proceeds for such
                           Asset Pool; provided, however, that the Lender may,
                           in its sole and absolute discretion, agree to
                           decrease such percentage on a
                           transaction-by-transaction basis; and"

                           "(k) ELEVENTH, to the Borrower, with respect to
                           Pre-Amendment Loans, the remainder of Asset Pool
                           Proceeds available with respect an Asset Pool after
                           the Lender has received its Contingent Payment
                           therefor and, with respect to Post-Amendment Loans, a
                           residual payment equal to seventy-two percent (72%)
                           of all remaining Asset Pool Proceeds for such Asset
                           Pool; provided, however, that the Lender may, in its
                           sole and absolute discretion, agree to increase such
                           percentage on a transaction-by-transaction basis."

                  (m)      Section 2.9 is hereby deleted and restated in its
                           entirety to read:

                           "Section 2.9 Asset Pool Shortfalls for Pre-Amendment
                           Loans. If (a)(i) as of any date on or after six (6)
                           months following the Borrowing Date with respect to
                           an Asset Pool acquired by means of a Pre-Amendment
                           Loan, the Asset Pool Proceeds received through such
                           date with respect to such Asset Pool are less than
                           eighty percent (80%) of the projected Asset Pool
                           Proceeds to be received through such date (as set
                           forth in the bid package submitted by the Borrower as
                           part of the Borrowing Request for such Asset Pool),
                           and the Lender determines that, in its reasonable
                           judgment, the remaining Asset Pool Proceeds projected
                           to be received and applied to the related Loan will
                           be insufficient to repay the related Loan and all
                           accrued interest thereon at the applicable Loan
                           Maturity Date or (ii) as of any date, an Event of
                           Default has occurred and is continuing (other than an
                           Event of Default solely in respect of a
                           Post-Amendment Loan), or (b) in connection with any
                           Affiliated Party Credit Agreement (i) as of any date
                           on or after six (6) months following the Borrowing
                           Date under (and as defined in) such Affiliated Party
                           Credit Agreement with respect to an Affiliated Party
                           Asset Pool financed by means of an Affiliated Party
                           Pre-Amendment Loan, the Asset Pool Proceeds (as
                           defined therein) received through such date with
                           respect to such Affiliated Party Asset Pool are less
                           than eighty percent (80%) of the projected Asset Pool
                           Proceeds (as defined therein) to be received through
                           such date (as set forth in the bid package submitted
                           by the applicable Affiliated Party as a part of the
                           Borrowing Request under (and as defined in) such
                           Affiliated Party Credit Agreement for such Affiliated
                           Party Asset Pool) and the Lender determines that, in
                           its reasonable judgment, the remaining Asset Pool
                           Proceeds (as defined therein) projected to be
                           received and applied to such Affiliated Party
                           Pre-Amendment Loan will be insufficient to repay such
                           Affiliated Party Pre-Amendment Loan and all accrued



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                           interest thereon on the applicable Loan Maturity Date
                           (as defined therein) or (ii) as of any date, an Event
                           of Default under (and as defined in) such Affiliated
                           Party Credit Agreement has occurred and is continuing
                           (other than an Event of Default solely in respect of
                           an Affiliated Party Post-Amendment Loan), then the
                           amount of such estimated deficiency (herein, the
                           "Pre-Amendment Asset Pool Shortfall Amount") shall be
                           paid:

                           (a)        first, from Asset Pool Proceeds (as
                                      defined herein) collected with respect to
                                      other Asset Pools financed with
                                      Pre-Amendment Loans as provided in Section
                                      2.8(g) of this Agreement;

                           (b)        second, from Asset Pool Proceeds (as
                                      defined in any Affiliated Party Credit
                                      Agreement) collected with respect to any
                                      Affiliated Party Asset Pool financed by
                                      means of an Affiliated Party Pre-Amendment
                                      Loan under any Affiliated Party Credit
                                      Agreement as provided in Section 2.8(g)
                                      thereof (or such equivalent section),
                                      which amounts so paid shall constitute a
                                      subordinated loan from the applicable
                                      Affiliated Party to the Borrower, and
                                      shall bear interest (accruing in
                                      accordance with Section 2.4 only from the
                                      date of such payment) and be repaid only
                                      as provided in Section 2.8(i) hereof
                                      (each, an "Affiliate Subordinated Loan");
                                      and

                           (c)        third, from the Borrower's own funds (and
                                      not from borrowed money) and any amount so
                                      paid shall be treated hereunder as an
                                      Asset Pool Equity Contribution on behalf
                                      of the Borrower for the Asset Pool for
                                      which such payment was made, which amounts
                                      so paid shall bear interest (accruing in
                                      accordance with Section 2.4 only from the
                                      date of such payment) and be repaid only
                                      as provided in Section 2.8(i) hereof."

                  (n)      A new Section 2.10 shall be added to the Credit
                           Agreement, to read as follows:

                           "Section 2.10 Asset Pool Shortfalls for
                           Post-Amendment Loans. If (a)(i) as of any date on or
                           after six (6) months following the Borrowing Date
                           with respect to an Asset Pool acquired by means of a
                           Post-Amendment Loan, the Asset Pool Proceeds received
                           through such date with respect to such Asset Pool are
                           less than eighty percent (80%) of the projected Asset
                           Pool Proceeds to be received through such date (as
                           set forth in the bid package submitted by the
                           Borrower as part of the Borrowing Request for such
                           Asset Pool), and the Lender determines that, in its
                           reasonable judgment, the remaining Asset Pool
                           Proceeds projected to be received and applied to the
                           related Loan will be insufficient to repay the
                           related Loan and all accrued interest thereon at the
                           applicable Loan Maturity Date, or (ii) as of any
                           date, an Event of Default (other than an Event of
                           Default solely in respect of a Pre-Amendment Loan),
                           or (b) in connection with any Affiliated Party Credit
                           Agreement (i) as of any date on or after six (6)




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                           months following the Borrowing Date under (and as
                           defined in) such Affiliated Party Credit Agreement
                           with respect to an Affiliated Party Asset Pool
                           financed by means of an Affiliated Party
                           Post-Amendment Loan, the Asset Pool Proceeds (as
                           defined therein) received through such date with
                           respect to such Affiliated Party Asset Pool are less
                           than eighty percent (80%) of the projected Asset Pool
                           Proceeds (as defined therein) to be received through
                           such date (as set forth in the bid package submitted
                           by the applicable Affiliated Party as a part of the
                           Borrowing Request under (and as defined in) such
                           Affiliated Party Credit Agreement for such Affiliated
                           Party Asset Pool) and the Lender determines that, in
                           its reasonable judgment, the remaining Asset Pool
                           Proceeds (as defined therein) projected to be
                           received and applied to such Affiliated Party
                           Post-Amendment Loan will be insufficient to repay
                           such Affiliated Party Post-Amendment Loan and all
                           accrued interest thereon on the applicable Loan
                           Maturity Date (as defined therein) or (ii) as of any
                           date, an Event of Default under (and as defined in)
                           such Affiliated Party Credit Agreement has occurred
                           and is continuing (other than an Event of Default
                           solely in respect of an Affiliated Party
                           Pre-Amendment Loan), then the amount of such
                           estimated deficiency (herein, the "Post-Amendment
                           Asset Pool Shortfall Amount") shall be paid:

                             (a)    first, from Asset Pool Proceeds (as defined
                                    herein) collected with respect to other
                                    Asset Pools financed with Post-Amendment
                                    Loans as provided in Section 2.8(g) of this
                                    Agreement;

                             (b)    second, from Asset Pool Proceeds (as defined
                                    in any Affiliated Party Credit Agreement)
                                    collected with respect to any Affiliated
                                    Party Asset Pool financed by means of an
                                    Affiliated Party Post-Amendment Loan under
                                    any Affiliated Party Credit Agreement as
                                    provided in Section 2.8(g) thereof (or such
                                    equivalent section), which amounts so paid
                                    shall constitute an Affiliate Subordinated
                                    Loan and shall bear interest (accruing in
                                    accordance with Section 2.4 only from the
                                    date of such payment) and be repaid only as
                                    provided in Section 2.8(i) hereof; and

                             (c)    third, from the Borrower's own funds (and
                                    not from borrowed money) and any amount so
                                    paid shall be treated hereunder as an Asset
                                    Pool Equity Contribution on behalf of the
                                    Borrower for the Asset Pool for which such
                                    payment was made, which amounts so paid
                                    shall bear interest (accruing in accordance
                                    with Section 2.4 only from the date of such
                                    payment) and be repaid only as provided in
                                    Section 2.8(i) hereof."

                  (o)        Notwithstanding anything to the contrary contained
         in Subsections 6.1(a) and (b), the Borrower shall be deemed to comply
         with all financial reporting obligations with respect to NCO Group,
         Inc. contained in such Subsections if the Borrower furnishes to the
         Lender financial statements of NCO Group, Inc. in the form filed with
         NCO Group, Inc.'s Form 10-K and Form 10-Q filings with the SEC promptly
         after the filing thereof.




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                  (p)      The first part of the first sentence of Section 6.7
                           shall be modified to read:

                           "Section 6.7 Special Purpose Entity. The Borrower
                           will (a) own no assets, and not engage in any
                           business, other than the assets and transactions
                           specifically contemplated by the Loan Documents, (b)
                           not incur any indebtedness or obligation, secured or
                           unsecured, direct or indirect, absolute or
                           contingent, other than as contemplated hereby and in
                           connection with an Affiliated Subordinated Loan
                           pursuant to an Affiliated Party Credit Agreement or
                           the Exclusivity Agreement, (c) ....."


                  (q)      Subsection 8.1(r) is hereby deleted and restated in
                           its entirety to read:


                           "(r) an Event of Default shall occur under any of the
                           Affiliated Party Credit Agreements;"

                           Notwithstanding anything to the contrary contained in
                           the Credit Agreement, (i) if an Event of Default
                           exists under Subsection 8.1(r) and such Event of
                           Default solely relates to an Affiliated Party
                           Pre-Amendment Loan, then Lender shall only be
                           permitted to exercise its post-default remedies under
                           and in connection with the Credit Agreement with
                           respect to Pre-Amendment Loans, and (ii) if an Event
                           of Default exists under Subsection 8.1(r) and such
                           Event of Default solely relates to an Affiliated
                           Party Post-Amendment Loan, then Lender shall only be
                           permitted to exercise its post-default remedies under
                           and in connection with the Credit Agreement with
                           respect to Post-Amendment Loans; provided, however,
                           that if an Event of Default exists under Subsection
                           8.1(r) and such Event of Default is of a general
                           nature (i.e., such Event of Default does not solely
                           relate to pre-amendment loans or post-amendment loans
                           under an Affiliated Party Credit Agreement), then
                           Lender shall be permitted to exercise any or all of
                           its post-default remedies under and in connection
                           with the Credit Agreement with respect to
                           Pre-Amendment Loans, Post-Amendment Loans or
                           otherwise.

                  (r)      Notwithstanding anything to the contrary contained in
         the Credit Agreement or the other Loan Documents, (i) Asset Pools (and
         related Loan Collateral) financed with the proceeds of Pre-Amendment
         Loans shall only secure and constitute collateral for Obligations
         arising out of or related to Pre-Amendment Loans and Affiliated Party
         Pre-Amendment Loans, and (ii) Asset Pools (and related Loan Collateral)
         financed with the proceeds of Post-Amendment Loans shall only secure
         and constitute collateral arising out of or related to Post-Amendment
         Loans and Affiliated Party Post-Amendment Loans; provided, however,
         that Obligations of a general nature (including, without limitation,
         expense reimbursement and indemnification obligations) shall be secured
         by all Asset Pools (and related Loan Collateral).




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<PAGE>

                  (s)      Exhibit A to the Credit Agreement, the form of
                           Borrowing Request and Acceptance, shall be modified
                           as follows:

                           The Re: line on the form of Borrowing Request and
                           Acceptance shall read, "Request for Loan under our
                           Credit Agreement with you dated as of November 26,
                           2002, as amended (the "Credit Agreement")."

                           The second full paragraph of the form of Borrowing
                           Request and Acceptance shall read, " Pursuant to
                           Section 2.1 of the Credit Agreement, we hereby
                           request that you make a Loan in the amount of
                           $_________, subject to interest at the applicable
                           Floating Rate, which amount is ________ % of the
                           Total Cost of the Asset Pool. Our Asset Pool Equity
                           Contribution with respect to the Asset Pool will be $
                           ___________, which is ____% of the Total Cost of the
                           Asset Pool."

         3.       Miscellaneous

                  (a)      The Borrower agrees that it will promptly execute and
                           deliver to the Lender all such documents and
                           instruments and will take such other actions as the
                           Lender may reasonably request from time to time in
                           order to carry out the provisions and purposes
                           hereof. Without limiting the generality of the
                           foregoing, the Borrower agrees to execute and
                           deliver, and the Lender agrees to accept, promptly
                           after the date hereof amended and restated
                           replacement Notes in respect of the Loans reference
                           in the letter of intent, dated as of June 22, 2005,
                           between Borrower and Lender, which replacement Notes
                           shall amend the Loan Maturity Dates with respect to
                           such Loans as described in such letter of intent.

                  (b)      Except as amended hereby, the provisions of the
                           Credit Agreement shall remain in full force and
                           effect. To the extent any existing provision of the
                           Credit Agreement is not expressly amended hereby but
                           is manifestly at odds with the intent of this
                           Amendment, such existing provision shall be construed
                           so as to give maximum effect to the overall intention
                           of this Amendment. After the effective date hereof,
                           all references in the Loan Documents to the "Credit
                           Agreement" shall be deemed to refer to the Credit
                           Agreement as amended hereby, representing the entire
                           expression of the parties with respect to the subject
                           matter hereof on the date this Amendment is executed.
                           The Credit Agreement, as amended hereby, may not be
                           contradicted by evidence of prior, contemporaneous or
                           subsequent oral agreements of the parties. There are
                           no unwritten oral agreements between the parties. No
                           modification, rescission, waiver, release or
                           amendment of any provision of this Amendment shall be
                           made, except by a written agreement signed by the
                           Borrower and the Lender.




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<PAGE>

                  (c)      This Amendment may be executed in any number of
                           counterparts and by different parties hereto on
                           separate counterparts, each complete set of which,
                           when so executed and delivered by all parties, shall
                           be an original, but all of such counterparts shall
                           together constitute but one and the same instrument.

                  (d)      The execution of this Amendment shall not be deemed
                           to be a waiver of any Default or Event of Default
                           that may exist under the Credit Agreement or an Event
                           of Default under the Servicing Agreement.

                  (e)      This Amendment shall be governed by the substantive
                           laws (other than conflict laws) of the State of
                           Minnesota.

                  (f)      Any provision of this Amendment held by a court of
                           competent jurisdiction to be invalid or unenforceable
                           shall not impair or invalidate the remainder of this
                           Amendment or the Credit Agreement or the Servicing
                           Agreement and the effect thereof shall be confined to
                           the provisions so held to be invalid or
                           unenforceable.

                  (g)      The headings, captions and arrangements used in this
                           Amendment are for convenience only and shall not
                           affect the interpretation of this Amendment.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
         duly executed as of the day and year first above written.

                                            NCOP CAPITAL, INC.

                                            By:  ____________________________
                                                 Name:  _____________________
                                                 Title: _____________________


                                            CFSC CAPITAL CORP. XXXIV

                                            By:  ____________________________
                                                 Name:  _____________________
                                                 Title: _____________________













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