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                                                                   Exhibit 10.17

         SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


                  THIS AGREEMENT dated December 13, 1996 between NCO Group,
Inc., a Pennsylvania corporation (the "Company") and APT Holdings Corporation
("APT"), an affiliate of Mellon Bank, N.A. ("Bank"). Unless otherwise provided
in this Agreement, capitalized terms used herein shall have the meanings set
forth in Section 8 hereof.

                  WHEREAS, under an Amended and Restated Registration Rights
Agreement (the "Original Agreement") dated September 5, 1996 between the Company
and the Bank, certain registration rights are granted to the Bank with respect
to (a) a warrant (the "1995 Warrant") to purchase 175,531 shares of the Common
Stock of the Company under that certain Warrant Agreement (the "1995 Warrant
Agreement") dated July 28, 1995, as amended, between the Company and the Bank
and (b) a warrant (the "1996 Warrant") to purchase 46,560 shares of the Common
Stock of the Company under that certain Warrant Agreement (the "1996 Warrant
Agreement") dated September 5, 1996, as amended, between the Company and the
Bank; and

                  WHEREAS, on November 13, 1996, the Company completed
the initial public offering of its Common Stock; and

                  WHEREAS, the Bank has assigned the 1995 and 1996
Warrants to APT; and

                  WHEREAS, as an inducement for the Bank to extend additional
credit to the Company, the Company shall today issue to APT, under the "Second
1996 Warrant Agreement" between the Company and APT, a warrant (the "Second 1996
Warrant") for the right to purchase up to 18,500 shares of the Common Stock of
the Company; and

                  WHEREAS, the Company and APT intend that the holders of the
Warrants shall be entitled to certain registration rights.

                  NOW THEREFORE, the parties hereto agree to amend the Original
Agreement by restating the Original Agreement in its entirety to read as
follows:

                  1.       Required Registrations.

                  (a) At any time after November 13, 1997, any holder of the
Registrable Securities may request, in writing, that the Company effect the
registration of Registrable Securities owned by such holder on a form that may
be used for the registration of Registrable Securities. If the holder initiating
the registration intends to distribute the Registrable Securities by means of an
underwriting, it shall so advise the Company in its



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request. In the event such registration is underwritten, the right of other
holders to participate shall be conditioned on such holders' participation in
such underwriting. Upon receipt of any such request, the Company shall promptly
give written notice of such proposed registration to all holders of Registrable
Securities. Such holders shall have the right, by giving written notice to the
Company within 30 days after the Company provides its notice, to elect to have
included in such registration such of their Registrable Securities as such
holders may request in such notice of election; provided that if the underwriter
(if any) managing the offering determines that, because of marketing factors,
all of the Registrable Securities requested to be registered by all holders may
not be included in the offering, then the Company shall include in such
registration (i) first, the securities of the holder of Registrable Securities
initiating the registration, (ii) second, the securities requested to be
included therein by the other holders of the Registrable Securities requested to
be included in such registration, pro rata among the holders of such Registrable
Securities on the basis of the number of shares owned by each such holder.
Thereupon, the Company shall, as expeditiously as possible, use its best efforts
to effect the registration (on a form that may be used for the registration of
Registrable Securities) of all Registrable Securities which the Company has been
requested to so register.

                  (b) At any time after October 1, 1997 any holder of
Registrable Securities may request, in writing, that the Company (i) begin
preparing a registration statement on Form S-3 (or any successor form relating
to secondary offerings) of Registrable Securities if the Company is expected to
become or becomes eligible to file a registration statement on Form S-3 (or such
successor form) and (ii) use its best efforts to effect such registration
promptly; provided, however, that the Company shall not be required to file on
Form S-3 (or any such successor) before it is eligible to do so, which at the
earliest will be November 13, 1997. Upon receipt of any such request, the
Company shall promptly give written notice of such proposed registration to all
holders of Registrable Securities. Such holders shall have the right, by giving
written notice to the Company within 30 days after the Company provides its
notice, to elect to have included in such registration such of their Registrable
Securities as such holders may request in such notice of election; provided that
if the underwriter (if any) managing the offering determines that, because of
marketing factors, all of the Registrable Securities requested to be registered
by all holders may not be included in the offering, then the Company shall
include in such registration (i) first, the securities of the holder of
Registrable Securities initiating the registration, (ii) second, the securities
requested to be included therein by the other holders of the Registrable
Securities requested to be included in such registration, pro rata among the
holders of such

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Registrable Securities on the basis of the number of shares owned by each such
holder. Thereupon, the Company shall, as expeditiously as possible, use its best
efforts to effect the registration on Form S-3 (or such successor form) of all
Registrable Securities which the Company has been requested to so register. The
Company shall keep any registration statement on Form S-3 filed pursuant to this
Section 1(b) effective for a period of not less than 90 days.

                  (c) The Company shall not be required to effect more than one
registration pursuant to the first sentence of paragraph (a) above or pursuant
to the first sentence of paragraph (b) above.

                  (d) The Registration Expenses shall be paid by the Company in
all Required Registrations.

                  (e) If at any time of any request to register Registrable
Securities pursuant to this Section 1, the Company is engaged or has fixed plans
to engage within 30 days of the time of the request in a registered public
offering as to which the holders of Registrable Securities may include
Registrable Securities pursuant to Section 2 or is engaged in any other activity
which, in the good faith determination of the Company's Board of Directors,
would be adversely affected by the requested registration to the material
detriment of the Company, then the Company may at its option direct that such
request be delayed for a period not in excess of six months from the effective
date of such offering or the date of commencement of such other material
activity, as the case may be, such right to delay a request to be exercised by
the Company not more than once in any one-year period.

                  2. Piggyback Registrations.

                  (a) Right to Piggyback. Subject to the limitations contained
herein, at any time prior to July 31, 2005, whenever the Company proposes to
register any of its securities under the Securities Act and the registration
form to be used may be used for the registration of Registrable Securities (a
"Piggyback Registration"), the Company shall give prompt written notice to all
holders of Registrable Securities of its intention to effect such a registration
and shall include in such registration all Registrable Securities with respect
to which the Company has received written requests for inclusion therein within
30 days after the receipt of the Company's notice.

                  (b) Piggyback Expenses. The Registration Expenses of the
holders of Registrable Securities shall be paid by the Company in all Piggyback
Registrations.


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                  (c) Priority on Primary Registrations. If a Piggyback
Registration is an underwritten primary registration on behalf of the Company,
and the managing underwriters advise the Company in writing that in their
opinion the number of securities requested to be included in such registration
exceeds the number which can be sold in such offering without adversely
affecting the marketability of the offering, the Company shall include in such
registration (i) first, the securities the Company proposes to sell, (ii)
second, the securities requested to be included therein by the holders of the
Registrable Securities requested to be included in such registration, pro rata
among the holders of such Registrable Securities on the basis of the number of
shares owned by each such holder, and (iii) third, other securities requested to
be included in such registration.

                  (d) Priority on Secondary Registrations. If a Piggyback
Registration is an underwritten secondary registration on behalf of holders of
the Company's securities, and the managing underwriters advise the Company in
writing that in their opinion the number of securities requested to be included
in such registration exceeds the number which can be sold in such offering
without adversely affecting the marketability of the offering, the Company shall
include in such registration the securities requested to be included therein by
the holders requesting such registration, the Registrable Securities requested
to be included in such registration and the other securities requested to be
included in such registration, pro rata among the holders of such securities on
the basis of the number of securities so requested to be included therein.

                  (e) Other Registrations. If the Company has previously filed a
registration statement with respect to Registrable Securities pursuant to this
paragraph 2, and if such previous registration has not been withdrawn or
abandoned, the Company shall not file or cause to be effected any other
registration of any of its equity securities or securities convertible or
exchangeable into or exercisable for its equity securities under the Securities
Act (except on Form S-8 or on Form S-4 under the Securities Act or any successor
forms), whether on its own behalf or at the request of any holder or holders of
such securities, until a period of at least 90 days has elapsed from the
effective date of such previous registration.

                  3. Holdback Agreements.

                  (a) Each holder of Registrable Securities shall not effect any
public sale or distribution (including sales pursuant to Rule 144) of equity
securities of the Company, or any securities convertible into or exchangeable or
exercisable for such securities, during the ten days prior to and the 90-day
period (or longer if requested by the underwriter of the

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offering) beginning on the effective date of any underwritten Required or
Piggyback Registration in which Registrable Securities are included (except as
part of such underwritten registration), unless the underwriters managing the
registered public offering otherwise agree.

                  (b) The Company (i) shall not effect any public sale or
distribution of its equity securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the ten days prior to
and during the 90-day period beginning on the effective date of any underwritten
Required or Piggyback Registration (except as part of such underwritten
registration or pursuant to registrations on Form S-8 or on Form S-4 or any
successor form), unless the underwriters managing the registered public offering
otherwise agree, and (ii) shall cause each holder of at least 5% (on a
fully-diluted basis) of its Common Stock, or any securities convertible into or
exchangeable or exercisable for Common Stock, purchased from the Company at any
time after [July 28, 1995] (other than in a registered public offering) to agree
not to effect any public sale or distribution (including sales pursuant to Rule
144) of any such securities during such period (except as part of such
underwritten registration, if otherwise permitted), unless the underwriters
managing the registered public offering otherwise agree.

                  4. Registration Procedures. Whenever the holders of
Registrable Securities have requested that any Registrable Securities be
registered pursuant to this Agreement, the Company shall use its best efforts to
effect the registration and the sale of such Registrable Securities in
accordance with the intended method of disposition thereof; and pursuant thereto
the Company shall as expeditiously as possible:

                  (a) prepare and file with the Securities and Exchange
Commission a registration statement on the appropriate form under the Securities
Act, which form shall be available for the sale of such Registrable Securities
in accordance with the intended method or methods of distribution thereof, and
use its commercially reasonable efforts to cause such registration statement to
become effective (provided that before filing a registration statement or
prospectus or any amendments or supplements thereto, the Company shall furnish
to the counsel selected by the holders of a majority of the Registrable
Securities covered by such registration statement copies of all such documents
proposed to be filed, which documents shall be subject to the review and comment
of such counsel);

                  (b) notify each holder of Registrable Securities of the
effectiveness of each registration statement filed hereunder and prepare and
file with the Securities and Exchange Commission such amendments, post-effective
amendments and supplements to

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such registration statement and the prospectus used in connection therewith as
may be necessary or appropriate to keep such registration statement effective
for the period required for sale of the Registrable Securities, provided that in
no event shall the Company be obligated to keep such registration statement
effective for more than 90 days, cause such prospectus as so supplemented to be
filed as required under the Securities Act, and comply with the provisions of
the Securities Act with respect to the disposition of all securities covered by
such registration statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such registration
statement or supplement to the prospectus;

                  (c) if requested by the managing underwriter or underwriters
or a holder of Registrable Securities being sold in connection with an
underwritten offering, immediately incorporate in a Prospectus supplement or
post-effective amendment such information as the managing underwriters and the
holders of a majority in interest of the Registrable Securities being sold
reasonably agree should be included therein relating to the plan of distribution
with respect to such Registrable Securities, including, without limitation,
information with respect to the principal amount of Registrable Securities being
sold to such underwriters, the purchase price being paid therefor by such
underwriters and with respect to any other terms of the underwritten (or best
efforts underwritten) offering of the Registrable Securities to be sold in such
offering; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as notified of the matters to be incorporated
in such Prospectus supplement or post-effective amendment;

                  (d) furnish to each seller of Registrable Securities such
number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller;

                  (e) use its best efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions where such registration or qualification is required as any seller
reasonably requests and do any and all other acts and things which may be
reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
seller (provided that the Company shall not be required to (i) qualify generally
to do business in any jurisdiction where it would not otherwise be required to
qualify but for this subparagraph (ii) subject itself to taxation in any such
jurisdiction or (iii) consent to general service of process in any such
jurisdiction);

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                  (f) notify each seller of such Registrable Securities, at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act, upon discovery that, or upon the happening of any event as a
result of which the prospectus included in such registration statement as then
in effect, contains an untrue statement of a material fact or omits any fact
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made, and, at the request of any such
seller, the Company shall prepare a supplement or amendment to such prospectus
so that, thereafter delivered to the purchasers of such Registrable Securities,
such prospectus shall not contain an untrue statement of a material fact
required to be stated therein or omit to state any fact necessary to make the
statements therein not misleading;

                  (g) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are then
listed or traded, and, if not so listed or traded, to be listed on the NASD
automated quotation system and, if listed on the NASD automated quotation
system, use commercially reasonable efforts to secure NASDAQ authorization for
such Registrable Securities and, without limiting the generality of the
foregoing, to arrange for at least two market makers to register as such with
respect to such Registrable Securities with the NASD;

                  (h) cooperate with the selling holders of Registrable
Securities and the managing underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold and not bearing any restrictive legends; and enable such Registrable
Securities to be in such denominations and registered in such names as the
selling holders or the managing underwriters, if any, may request at least ten
Business Days prior to any sale of Registrable Securities; provide a transfer
agent and registrar for all such Registrable Securities not later than the
effective date of such registration statement;

                  (i) enter into such customary agreements (including, if there
is an underwriter, underwriting agreements in customary form);

                  (j) make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant to such
registration statement and any attorney, accountant or other agent retained by
any such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company that is customary, and cause
the Company's officers, directors, employees and independent accountants to
supply all information reasonably requested by any such seller, underwriter,
attorney, accountant or agent in connection with such registration statement;

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                  (k) cooperate, and cause the Company's officers, directors,
employees and independent accountants to cooperate, with the selling holders of
Registrable Securities and the managing underwriters, if any, in the sale of the
Registrable Securities and take any actions necessary to promote, facilitate or
effectuate such sale;

                  (l) otherwise use its best efforts to comply with all
applicable rules and regulations of the Securities and Exchange Commission; and

                  (m) in the event of the issuance of any stop order suspending
the effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any common stock included in such registration statement for sale in any
jurisdiction, the Company shall use its best efforts promptly to obtain the
withdrawal of such order.

                  5. Registration Expenses.

                  (a) All expenses incident to the Company's performance of or
compliance with this Agreement, including without limitation all registration
and filing fees (including, if applicable, the fees and expenses of any
"qualified independent underwriter" and its counsel as may be required under the
rules and regulations of the NASD), fees and expenses of compliance with
securities or blue sky laws (including fees and disbursements of counsel for the
underwriters or selling holders in connection with blue sky qualifications and
determination of their eligibility for investment under applicable laws),
printing expenses, messenger, telephone and delivery expenses, fees and
disbursements of custodians, and fees and disbursements of counsel for the
Company and all independent certified public accountants (including the expenses
of any special audit and "cold comfort" letters required by or incident to such
performance), underwriters (excluding underwriters' discounts and commissions)
and other Persons retained by the Company (all such expenses being herein called
"Registration Expenses"), shall be borne as provided in this Agreement, except
that the Company shall, in any event, pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit or
quarterly review, the expense of any liability insurance if such insurance
coverage is obtained by the Company and the expenses and fees for listing the
securities to be registered on each securities exchange on which similar
securities issued by the Company are then listed or on the NASD automated
quotation system.

                  (b) In connection with each Piggyback Registration, the
Company shall reimburse the holders of Registrable Securities

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included in such registration for the reasonable fees and disbursements of one
counsel chosen by the holders of a majority of the Registrable Securities
included in such registration.

                  (c) To the extent Registration Expenses are not required to be
paid by the Company, each holder of securities included in any registration
hereunder shall pay those Registration Expenses allocable to the registration of
such holder's securities so included, and any Registration Expenses not so
allocable shall be borne by all sellers of securities included in such
registration in proportion to the aggregate selling price of the securities to
be so registered.

                  6. Indemnification and Contribution

                  (a) The Company agrees to indemnify each holder of Registrable
Securities which is included in a registration statement pursuant to Sections 1
and 2 herein, its officers and directors and each Person who controls such
holder (within the meaning of the Securities Act) against all losses, claims,
damages, liabilities and expenses caused by any untrue or alleged untrue
statement of material fact contained in any registration statement, prospectus
or preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as the
same are caused by or contained in any information furnished in writing to the
Company by such holder expressly for use therein or by such holder's failure to
deliver a copy of the registration statement or prospectus or any amendments or
supplements thereto after the Company has furnished such holder with a
sufficient number of copies of the same.

                  (b) In connection with any registration statement in which a
holder of Registrable Securities is participating, each such holder shall
furnish to the Company in writing such information and affidavits as the Company
and any underwriter reasonably requests for use in connection with any such
registration statement or prospectus and shall indemnify the Company, its
directors and officers and each Person who controls the Company (within the
meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses resulting from any untrue or alleged untrue statement of material
fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such
untrue statement or omission is contained in any information or affidavit so
furnished in writing by such holder.


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                  (c) Any Person entitled to indemnification hereunder shall (i)
give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt
notice shall not impair any Person's right to indemnification hereunder to the
extent such failure has not materially prejudiced the indemnifying party) and
(ii) unless in such indemnified party's reasonable judgment a conflict of
interest between such indemnified and indemnifying parties may exist with
respect to such claim, permit such indemnifying party to assume the defense of
such claim with counsel reasonably satisfactory to the indemnified party. If
such defense is assumed, the indemnifying party shall not be subject to any
liability for any settlement made by the indemnified party without its consent
(but such consent shall not be unreasonably withheld). An indemnifying party who
is not entitled to, or elects not to, assume the defense of a claim shall not be
obligated to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim, unless in the
reasonable judgment of any indemnified party a conflict of interest may exist
between such indemnified party and any other of such indemnified parties with
respect to such claim.

                  (d) If the indemnification provided for in this Section 6 is
unavailable to an indemnified party under paragraphs (a) or (b) hereof in
respect to any losses, claims, damages, liabilities or expenses referred to
therein, then an indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the Company and
the holder of Registrable Securities in connection with the statements or
omissions that resulted in such losses, claim, damages, liabilities or expenses.
The relative fault of the Company and the holder of Registrable Securities in
connection with the statements that resulted in such losses, claims, liabilities
or expenses shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of material facts or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or the holder of the Registrable Securities and the parties relative intent,
knowledge, access to information and opportunity to correct such statement or
omission.

                  (e) Notwithstanding any other provision of this Section, the
liability of any holder of Registrable Securities for indemnification or
contribution under this Section shall be individual to each holder and shall not
exceed an amount equal to the number of shares sold by such holder of
Registrable Securities multiplied by the net amount per share which he receives
in such underwritten offering.

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                  (f) The indemnification and contribution provided for under
this Agreement shall remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any officer,
director or controlling Person of such indemnified party and shall survive the
transfer of securities.

                  7. Participation in Underwritten Registrations. No Person may
participate in any registration hereunder which is underwritten unless such
Person (i) agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements and (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements; provided
that no holder of Registrable Securities included in any underwritten
registration shall be required to make any representations or warranties to the
Company or the underwriters other than representations and warranties directly
regarding such holder and such holder's intended method of distribution.

                  8. Definitions.

                  "Common Stock" means the Company's Common Stock, without par
value.

                  "NASD" means the National Association of Securities Dealers.

                  "Person" means any individual, corporation, partnership,
limited liability company, trust, estate, association, cooperative, government
or governmental entity (or any branch, subdivision or agency thereof) or any
other entity.

                  "Registrable Securities" means (i) any Common Stock or other
securities issued or issuable upon the exercise of the Warrants ("Warrant
Shares") or (ii) any Common Stock or other securities issued or issuable with
respect to Warrant Shares by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization. As to any particular Registrable Securities, such
securities shall cease to be Registrable Securities when they have been
distributed to the public pursuant to a offering registered under the Securities
Act or eligible to be sold to the public through a broker, dealer or market
maker in compliance with Rule 144 under the Securities Act (or any such rule
then in force). For purposes of this Agreement, a Person shall be deemed to be a
holder of Registrable Securities whenever such Person has the right to acquire
directly or indirectly such Registrable Securities (upon conversion or exercise
in connection with a transfer of securities or otherwise, but disregarding any

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restrictions or limitations upon the exercise of such right), whether or not
such acquisition has actually been effected.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Warrants" mean the 1995 Warrant and all other common stock
purchase warrants issued by the Company to Bank and its successors and assigns
pursuant to the 1995 Warrant Agreement; the 1996 Warrant and all other common
stock purchase warrants issued by the Company to Bank and its successors and
assigns pursuant to the 1996 Warrant Agreement; and the Second 1996 Warrant and
all other common stock purchase warrants issued by the Company to APT and its
successors and assigns pursuant to the Second 1996 Warrant Agreement.

                  9. Miscellaneous.

                  (a) Adjustments Affecting Registrable Securities. The Company
shall not take any action, or permit any change to occur, with respect to its
securities which would materially and adversely affect the ability of the
holders of Registrable Securities to include such Registrable Securities in a
registration undertaken pursuant to this Agreement or which would materially and
adversely affect the marketability of such Registrable Securities in any such
registration (including, without limitation, effecting a stock split or a
combination of shares).

                  (b) Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may be amended or waived only upon the
prior written consent of the Company and holders of a majority of the
Registrable Securities.

                  (c) Successors and Assigns. All covenants and agreements in
this Agreement by or on behalf of any of the parties hereto shall bind and inure
to the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not and, in addition, whether or not any express
assignment has been made, the provisions of this Agreement which are for the
benefit of purchasers or holders of Registrable Securities are also for the
benefit of, and enforceable by, any subsequent holder of Registrable Securities.
A person is deemed to be a holder of Registrable Securities whenever such person
is the registered holder of Registrable Securities. Upon the transfer of any
Registrable Securities, the transferring holder of Registrable Securities shall
cause the transferee to execute and deliver to the Company a counterpart of this
Agreement.

                  (d) Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of

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this Agreement is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Agreement.

                  (e) Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, any one of which need not contain
the signatures of more than one party, but all such counterparts taken together
shall constitute one and the same Agreement.

                  (f) Descriptive Heading. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.

                  (g) Governing Law. The corporate law of Pennsylvania shall
govern all issues and questions concerning the relative rights of the Company
and its stockholders. All issues and questions concerning the construction,
validity, interpretation and enforcement of this Agreement shall be governed by,
and construed in accordance with, the laws of Pennsylvania, without giving
effect to any choice of law or conflict of law rules or provisions (whether of
Pennsylvania or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than Pennsylvania.

                  (h) Notices. All notices, demands or other communications to
be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given when delivered
personally to the recipient, sent to the recipient by reputable overnight
courier service (charges prepaid) or mailed to the recipient by certified or
registered mail, return receipt requested and postage prepaid. Such notices,
demands and other communications shall be sent to each Person at the address
indicated below:

                           If to Company:

                           NCO Group, Inc.
                           1740 Walton Road
                           Blue Bell, PA 19422
                           Attn: Michael J. Barrist

                           With copies to:

                           Blank, Rome, Comisky & McCauley
                           Four Penn Center
                           Philadelphia, PA 19103
                           Attn: Joel C. Shapiro, Esquire


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                           and

                           Joshua Gindin, Esquire
                           Kessler & Gindin
                           230 South Broad Street, 20th floor
                           Philadelphia, PA 19102

                           If to APT:

                           Mellon Bank, N.A.
                           Plymouth Meeting Executive Campus
                           610 West Germantown Pike
                           Plymouth Meeting, PA 19462
                           Attention: Liz A. Mellace

                           With a copy to:

                           Drinker Biddle & Reath
                           1000 Westlakes Drive, Suite 300
                           Berwyn, PA 19312
                           Attention: George V. Strong, Esq.

or to such other address or to the attention of such other person as the
recipient parry has specified by prior written notice to the sending party.

                  (i) Consent to Jurisdiction: Service of Process. Company and
APT hereby irrevocably consent to the jurisdiction of the Courts of Common Pleas
of Montgomery County, Pennsylvania and of the United States District Court for
the Eastern District of Pennsylvania in any and all actions and proceedings in
connection with this Agreement, and irrevocably consent, in addition to any
methods of service of process permissible under applicable law, to service of
process by certified mail, return receipt requested to the address of Company
and APT as set forth herein. Nothing in this Section shall affect or limit the
right of any Holder to serve legal process in any other manner permitted by law.
Company and APT agree that in any action or proceeding brought by them in
connection with this Agreement or the transactions contemplated hereby,
exclusive jurisdiction shall be in the courts of the Courts of Common Pleas of
Montgomery County, Pennsylvania, and the United States District Court for the
Eastern District of Pennsylvania.

                  (j) Attorneys' Fees. In any action or proceeding brought to
enforce any provision of this Agreement, the successful party shall be entitled
to recover all of its own costs and expenses (including, but not limited to,
reasonable attorneys' fees and expenses) arising out of or relating to such
action or proceeding in addition to all other remedies available hereunder, or
at law or in equity.

                                      -14-


<PAGE>


                  (k) No Inconsistent Agreements. The Company will not on or
after the date of this Agreement enter into any agreement with respect to its
securities which is inconsistent with the rights granted to the holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. Except as set forth in Schedule 5.4 to the Second 1996
Warrant Agreement, the Company has not previously entered into any agreement
with respect to its securities granting any registration or similar rights to
any Person.

                  (l) Waiver of Jury Trial. The Company and APT hereby waive any
right that they may have to a trial by jury of any dispute arising under or
relating to this Agreement or any related matters, and agree that any such
dispute shall be tried before a judge sitting without a jury.

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.



                                         NCO GROUP, INC.


                                      By: /s/ Michael J. Barrist
                                         ----------------------------------

                                      Its: President and CEO
                                          ---------------------------------



                                      APT HOLDINGS CORPORATION


                                      By: /s/ Liz A. Mellace
                                         ----------------------------------

                                      Its: As Agent
                                          ---------------------------------

Acknowledged and agreed:

MELLON BANK, N.A.


By: Liz A. Mellace
   ---------------------------------


Its: Assistant Vice President
    --------------------------------


                                      -15-