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                                                                   Exhibit 10.31

                                 SECOND ADDENDUM


         This Second Addendum amends that certain Employment Agreement dated May
2, 1998 by and between PAUL E. WEITZEL, JR. and NCO FINANCIAL SYSTEMS, INC., a
Pennsylvania corporation (the "Agreement"),as amended effective January 1, 1999
and this Addendum shall be effective as of July 1, 2003 (the "Effective Date").

         For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:

1.       "The Term of the Agreement shall be extended for a period of three (3)
         years, terminating on June 30, 2006, subject to any early termination
         provisions set forth in the Agreement."

2.       Paragraph 8(b) of the Agreement is hereby deleted in its entirety and
         shall be replaced by the following:

         "If the Employee dies during the Term or any extension thereof, or if
         this Agreement is terminated by the Company for any reason other than
         the causes set forth in paragraph 7 and 8(a) hereof, the Company shall
         continue to pay the Employee's full compensation, including bonuses,
         for the balance of the Term. Such compensation shall be paid to the
         Employee, or his widow, or, if she not then living, to the Employee's
         estate. If the Employee is terminated for any reason set forth in
         paragraph 7 or 8(a) hereof, or if the Employee voluntarily terminates
         his employment, he shall receive no further compensation except such
         amounts as shall have accrued as of the date of termination.

3.       Paragraph B of Exhibit "A" of the Agreement is amended by deleting the
         text of such paragraph in its entirety and replacing it with the
         following:

         Annual Bonus: In addition to the Base Salary, so long as Employee
         satisfies the duties and obligations of his employment, including
         meeting individual annual goals and objectives and Company's overall
         performance, Employee shall be entitled to receive an Annual Bonus
         determined in a fair and equitable method consistent among similarly
         situated executive officers of the Company. Employee's Annual Bonus
         shall be in an amount up to seventy five percent (75%) of the Base
         Salary. The bonus shall be paid out of a bonus pool of funds
         established by the Company's compensation committee based on the
         Company's economic performance and other extenuating circumstances, if
         any, together with input from the Chief Executive Officer of the
         Company. The bonus pool shall be calculated as follows:


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          Results/Plan               Incentive as a Percent of Target
          ------------               --------------------------------
                                                     0
          Less than 90%
          90%                                       20%
          91% to 100%                   +8% for each point above 90
          100%                                     100%
          100% to 120%              +5% for each point from 100 to 120
          120% and above                           200%

4.       In the event any term or condition of this Addendum is inconsistent
         with any term or condition of the Agreement, the terms of this Addendum
         will control. Except as stated above, all the terms and conditions of
         the Agreement, including all restrictions and covenants, shall remain
         in full force and effect and are incorporated herein by reference as
         though set forth at length.

         IN WITNESS WHEREOF, the parties have executed this Addendum to become
effective on the Effective Date.

NCO FINANCIAL SYSTEMS, INC.


By:_________________________        _______________________________
                                    Paul E. Weitzel, Jr.