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                                                                   Exhibit 10.27

                              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 Payment 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 (10th). 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 incipal balance of the Note at the
rate specified in Paragraph l(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 Paragraph l(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 ill 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, Otesky and Ms. Zuckerman in excess of the amounts due
them under their current employment agreements.

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              (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 night 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.

         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.

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         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, sheriffs 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.

         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.

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                  (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.

                  (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: /s/ Richard Raquet
                                                -------------------------
                                                Name: Richard Raquet
                                                Title: President

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                    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: /s/ Richard Raquet
                                                -------------------------
                                                Name: Richard Raquet
                                                Title: President

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                               AMENDMENT AGREEMENT

         This Agreement, made this 1st day of April, 2002 among TRC Holdings,
Inc., a Pennsylvania corporation ("Buyer"), NCO Group, Inc., a Pennsylvania
corporation, and its wholly owned subsidiary, NCO Teleservices, Inc., a
Pennsylvania corporation (collectively referred to as "Seller").

         Buyer and Seller entered into an Asset Purchase Agreement dated October
26, 2000 and effective as of September 29, 2000 (the "Asset Purchase Agreement")
pursuant to which Buyer purchased the market research business of Seller on
October 30, 2000.

         The parties desire to amend certain terms of the Asset Purchase
Agreement, as provided herein.

         NOW, THEREFORE, the parties hereto, *in consideration of the foregoing
and the mutual covenants contained herein, intending to be legally bound hereby,
agree as follows:

         1. The reference in paragraph 1.4 of the Asset Purchase Agreement to a
sublease of the premises at 535 Pennsylvania Avenue, Fort Washington, Pa. and
its attachment as Exhibit "A" are hereby deleted.

         2. The terms of the Note described in paragraph 2.1 of the Asset
Purchase Agreement are hereby deleted and the terms of the Note shall be the
terms included in the Amended and Restated Note attached hereto as Exhibit "I".
Upon execution of this Amendment Agreement, Buyer will pay to Seller the amount
of One Million Dollars ($1,000,000) in reduction of the principal balance of the
Note from $12,250,000 to $11,2250,000. In addition to the payments due under the
Note, if, during the period while the Note is outstanding, Buyer shall sell
substantially all of the assets or the stock of its market research business,
Seller shall be entitled to receive ten percent (10%) of the excess over the Net
Proceeds up to a maximum of $3 million. Net Proceeds shall be defined as the
sale price reduced by (a) the expenses of sale, (b) amounts required to pay in
full any debts or other liabilities not assumed by the Purchaser and (c) an
amount equal to the shareholders invested capital in the Company. Seller's
payments hereunder shall be in the same form and at the same time or times as
any payments to be. received by Buyer.

         3. The reference in paragraph 10.6 (c) of the Asset Purchase Agreement
to the sublease of Seller's Upper Darby, Pennsylvania facility including its
attachment as Exhibit "B" are hereby deleted.

         4. The reference in paragraph 10.6 (i) of the Asset Purchase Agreement,
requiring enforcement of NCO's rights against Robert Malmud is hereby deleted
and Seller shall have no further obligation to pursue any claims against Robert
Malmud.

         5. In all other respects the Asset Purchase Agreement remains in full
force and effect.

         IN WITNESS WHEREOF, the parties hereto set their hands and seals as of
the date first above written

                                   TRC Holdings, Inc.


                                   By: /s/ [graphic omitted]
                                      -----------------------------
                                      President


                                   NCO Teleservices, Inc.


                                   By: /s/ [graphic omitted]
                                      -----------------------------

                                   NCO Group, Inc.


                                   By: /s/ [graphic omitted]
                                      -----------------------------