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                                                                   EXHIBIT 10.49

                     Amendment No. 1 to Servicing Agreement


         THIS AMENDMENT NO. 1 TO SERVICING AGREEMENT, dated as of October 1,
2002 (this "Amendment No. 1"), is made and entered into by and between NCO
Portfolio Management, Inc. (as successor by merger to Creditrust Corporation),
for itself and as the sole owner of Creditrust SPV2, LLC (Pool 98-1), as owner
(the "Owner") and NCO Financial Systems, Inc., as servicer (the "Servicer").

         WHEREAS, the Owner and Servicer executed and delivered a Servicing
Agreement, dated as of February 14, 2001 (the "Servicing Agreement"), setting
forth their agreement as to the Servicer's servicing of certain receivables
owned by Owner; and

         WHEREAS, the parties hereto desire to make certain amendments to the
Servicing Agreement by executing and delivering this Amendment No. 1 to be
effective immediately upon its execution and delivery.

         NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, each party agrees as follows for the benefit of the other party:

         1. All capitalized terms used and not otherwise defined herein shall
have the meaning assigned to such terms in the Servicing Agreement.

         2. The Servicing Agreement is amended as follows:

                  (a) Section 1.01 is amended to insert the following definition
         in the appropriate alphabetical location: "Additional Servicing Fee"
         means the fee payable to the Servicer on each Payment Date for services
         rendered during the related Collection Period, which shall be, for any
         Payment Date, equal to 1.5% of Net Proceeds from Certain Pools.

                  (b) Section 1.01 is amended to insert the following definition
         in the appropriate alphabetical location: "Net Proceeds from Certain
         Pools" means all monies in available funds actually collected, received
         or otherwise recovered by the Servicer from or for the account of an
         Obligor on all of the current and future pools of Consumer Receivables
         owned by Owner except for the pools known as Creditrust 98-2,
         Creditrust 99-3A (1998-A) and Creditrust 99-2 so long as such pools are
         subject to the respective loan agreements, less any amounts not
         credited to the Collection Account due to insufficient funds. Net
         Proceeds from Certain Pools shall not include any amounts deducted from
         monies recovered from or for the account of Obligors by third parties,
         which amounts shall include but not be limited to contingency
         attorneys' fees and court costs.

                  (c) Section 3.03(e) is amended to insert the phrase
         "collection agencies or" after the phrase "third party" which appears
         therein.

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                  (d) Section 3.04 is amended to insert the phrase "and
         Additional Servicing Fee" after the phrase "Servicing Fee" which
         appears in both the heading to the Section and in the first sentence
         thereof.

                  (e) Section 3.05(b) is amended to insert the phrase "and
         Additional Servicing Fee" after the phrase "Servicing Fee" which
         appears therein.

                  (f) The Servicing Agreement is amended to add as Section 3.09
         the following:

                           "SECTION 3.09. Adjustment to Additional Servicing
                  Fee.

                           The Servicer and Owner acknowledge that payment by
                  the Owner of the Additional Servicing Fee is intended to
                  provide to Servicer reimbursement for the costs it incurs in
                  connection with outsourcing collections to legal collection
                  networks and third party collection agencies on the pools of
                  Consumer Receivables identified in the definition of Net
                  Proceeds from Certain Pools (the "Identified Pools"), plus
                  provide to Servicer a profit of 25% on such costs. Such costs
                  include, but are not limited to, management oversight costs
                  and direct employment costs for personnel both dedicated and
                  assigned from time to time to the outsourcing activity who
                  coordinate processing, post payments, remit collections to
                  Owner, pay contingency fees to outsourced lawyers and
                  agencies, process correspondence and maintain account records.
                  Servicer and Owner agree to monitor the costs incurred by
                  Servicer in connection with outsourcing collections to legal
                  collection networks and third party collection agencies on the
                  Identified Pools and negotiate in good faith a reduction of
                  the Additional Servicing Fee if the Additional Servicing Fee
                  is determined to exceed 125% of such costs."

         3. This Amendment No. 1 is intended by the parties to and does
constitute the entire agreement of the parties with respect to the transaction
contemplated hereunder. This Amendment No. 1 supersedes any and all prior
understandings, and it does not alter, amend or waive any of the terms or
provisions of the Servicing Agreement except for those terms or provisions
expressly amended hereby.

         4. This Amendment No. 1, and the obligations, rights and remedies of
the parties hereunder, shall be governed by and determined and construed in
accordance with the laws of the State of Delaware, without regard to conflict of
laws provisions.

         5. If any one or more of the covenants, agreements, provisions or terms
of this Amendment No. 1 shall be for any reason whatsoever held invalid or
unenforceable in any jurisdiction, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Amendment No. 1 and shall in no way affect the
validity or enforceability of the other provisions of this Amendment No. 1. This
Amendment No. 1 may be executed simultaneously in any number of counterparts,
each of which shall be deemed to be an original, and all of which shall
constitute but one and the same instrument.


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         IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be
duly executed by their respective officers as of the day and year first above
written.

                                       NCO Portfolio Management, Inc., for
                                       itself and as the sole owner of
                                       Creditrust SPV2, LLC (Pool 98-1)


                                       By:
                                           -----------------------------------
                                              Name: Michael J. Barrist
                                              Title: Chief Executive Officer


                                       NCO Financial Systems, Inc.


                                       By:
                                           -----------------------------------
                                              Name:  Michael J. Barrist
                                              Title:  Chief Executive Officer

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