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                                                                  Exhibit 10.26

         NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK UNDERLYING THIS
WARRANT OF NCO GROUP, INC. ("COMPANY") HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), NOR UNDER ANY STATE SECURITIES LAW AND MAY
NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED UNTIL (A) A REGISTRATION STATEMENT
WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAW OR (B) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY OR COUNSEL
TO THE HOLDER OF SUCH WARRANT (PROVIDED SUCH OTHER COUNSEL IS REASONABLY
SATISFACTORY TO THE COMPANY) THAT SUCH WARRANT MAY BE PLEDGED, SOLD, ASSIGNED OR
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
APPLICABLE STATE SECURITIES LAW.

                    Rightto Purchase up to 18,500 Shares of Common Stock of NCO
                         Group, Inc.

                                 NCO GROUP, INC.

                    SECOND 1996 COMMON STOCK PURCHASE WARRANT

                       dated and issued December 13, 1996

         NCO Group, Inc., a Pennsylvania corporation (the "Company"), hereby
certifies that, for value received, APT Holdings Corporation ("APT") is
entitled, subject to the terms set forth below, to purchase from the Company at
any time or from time to time before 5:00 p.m., Philadelphia time, on July 31,
2005 up to 18,500 fully paid and nonassessable shares of Common Stock, without
par value, of the Company at a purchase price per share equal to $13.00 (such
purchase price per share as further adjusted from time to time as herein
provided is referred to herein as the "Purchase Price"). The number and
character of such shares of Common Stock and the Purchase Price are subject to
further adjustment as provided herein.

         This Warrant is the Common Stock Purchase Warrant (individually, the
"Warrant" and collectively, the "Warrants") evidencing the right to purchase
shares of Common Stock of the Company, issued pursuant to a certain Warrant
Agreement (the "Agreement") dated today among the Company and APT and subject to
the Registration Rights Agreement, copies of which agreement are on file at the
principal office of the Company, and the Holder of this Warrant shall be
entitled to all of the benefits of the Agreement and the Registration Rights
Agreement, as provided therein. If any term of this Warrant conflicts with any
term of the Warrant Agreement, the terms of this Warrant shall be controlling.

         As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:




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                  (a) The term "Common Stock" includes (i) the Company's Common
         Stock, without par value, as authorized on the date of the Agreement,
         (ii) any other capital stock of any class or classes (however
         designated) of the Company, authorized on or after such date, the
         holders of which shall have the right, without limitation as to amount,
         either to all or to a share of the balance of current dividend and
         liquidating dividends after the payment of dividends and distributions
         on any shares entitled to preference and the holders of which shall
         ordinarily, in the absence of contingencies, be entitled to vote for
         the election of a majority of directors of the Company (even though the
         right so to vote has been suspended by the happening of such a
         contingency), and (iii) any other securities into which or for which
         any of the securities described in (i) or (ii) may be converted or
         exchanged pursuant to a plan of recapitalization, reorganization,
         merger, sale of assets or otherwise.

                  (b) The term "Company" shall include any corporation which
         shall succeed or assume the obligations of the Company hereunder.

                  (c) The term "Convertible Securities" shall mean evidences of
         indebtedness, shares of stock or other securities which are convertible
         into or exchangeable, with or without payment of additional
         consideration in cash or property, for additional shares of Common
         Stock, either immediately or upon the occurrence of a specified date or
         a specified event.

                  (d) The term "Current Market Price" shall mean, in respect of
         any share of Common Stock on any date herein specified, the higher of
         (a) the appraised value per share of Common Stock as at such date, or
         if there shall then be a public market for the Common Stock, (b) the
         average of the daily market prices for 15 consecutive trading days
         commencing 20 days before such date. The daily market price for each
         such trading days shall be (i) the closing sale price on such date or,
         if there is no such sale price, the average of the last reported
         closing bid and asked prices on such day in the over-the-counter
         market, as furnished by the National Association of Securities Dealers
         Automatic Quotation System or the National Quotation Bureau, Inc., (ii)
         if neither such corporation at the time is engaged in the business of
         reporting such prices, as furnished by a similar firm then engaged in
         such business, or (iii) if there is no such firm, as furnished by any
         member of the NASD selected mutually by APT and the Company or, if they
         cannot agree upon such selection, as selected by two such members of
         the NASD, one of which shall be selected by APT and one of which shall
         be selected by the Company.


                                       -2-


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                  (e) The term "Other Securities" refers to any stock (other
         than Common Stock) and other securities of the Company or any other
         person (corporate or otherwise) which the Holders of the Warrants at
         any time shall be entitled to receive, or shall have received, on the
         exercise of the Warrants, in lieu of or in addition to Common Stock, or
         which at any time shall be issuable or shall have been issued in
         exchange for or in replacement of Common Stock or other Securities
         pursuant to Section 1 or otherwise.

                  (f) The term "Outstanding" shall mean, when used with
         reference to Common Stock, at any date as of which the number of shares
         thereof is to be determined, all issued shares of Common Stock, except
         shares then owned or held by or for the account of the Company thereof,
         and shall include all shares issuable in respect of outstanding scrip
         or any certificates representing fractional interests in shares of
         Common Stock.

                  (g) The Term "Registration Rights Agreement" shall mean that
         certain Amended and Restated Registration Rights Agreement dated today
         among the Company and APT.

         All capitalized terms used herein without specific definition shall
have the meanings assigned to such terms in the Agreement.

         1. Exercise of Warrant.

                  1.1 Full Exercise. This Warrant may be exercised in full by
the Holder hereof by surrender of this Warrant, with the form of subscription at
the end hereof duly executed by such Holder, to the Company at its principal
office, accompanied by payment, in cash or by certified or official bank check
payable to the order of the Company, in the amount obtained by multiplying the
number of shares of Common Stock for which this Warrant is then exercisable by
the Purchase Price then in effect.

                  1.2 Partial Exercise. This Warrant may be exercised in part
(in lots of 1,000 or, if this Warrant is then exercisable for a lesser amount,
in such lesser amount) by surrender of this Warrant in the manner and at the
place provided in Section 1.1 except that the amount payable by the Holder on
such partial exercise shall be the amount obtained by multiplying (a) the number
of shares of Common Stock designated by the Holder in the subscription at the
end hereof by (b) the Purchase Price then in effect. On any such partial
exercise the Company at its expense will forthwith issue and deliver to or upon
the order of the Holder hereof a new Warrant or Warrants of like tenor, in the
name of the Holder hereof or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may request, calling in the aggregate on the face or
faces thereof for the number of

                                       -3-


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shares of Common Stock for which such Warrant or Warrants may still be
exercised.

                  1.3      Right to Convert Warrant.

                           (a) In addition to and without limiting the right of
         the Holder of this Warrant, such Holder shall have the right (the
         "Conversion Right") to convert this Warrant or any portion thereof into
         shares of Common Stock as provided in this subsection at any time or
         from time to time prior to its expiration. Upon exercise of the
         Conversion Right with respect to a particular number of shares subject
         to this Warrant (which number and kind of shares for the purposes of
         this subsection shall mean the shares of Common Stock of the Company
         and which shares of Common Stock are sometimes referred to in this
         subsection as the "Converted Warrant Shares"), the Company shall
         deliver to the registered Holder of this Warrant, without payment by
         such Holder of any exercise price or any cash or other consideration,
         that number of shares of Common Stock equal to the number obtained by
         multiplying the number of shares of Common Stock for which the
         Conversion Right is being exercised at any time by a fraction, (i) the
         numerator of which shall be a number equal to the difference, if
         positive, between (x) the Fair Market Value (as defined below) of a
         single share of Common Stock and (y) the Purchase Price in effect at
         such time and (ii) the denominator of which shall be the Fair Market
         Value of a single share of Common Stock, determined in each case as of
         the close of business on the Conversion Date (as defined below). No
         fractional shares shall be issued upon exercise of the Conversion
         Right, and if the number of shares to be issued in accordance with the
         foregoing formula is other than a whole number, the Company shall pay
         to the registered Holder of this Warrant an amount in cash equal to the
         Fair Market Value of the resulting fractional share.

                           (b) The Conversion Right may be exercised by the
         Holder of the Warrant by the surrender of this Warrant at the principal
         office of the Company together with a written statement specifying that
         such Holder thereby intends to exercise the Conversion Right and
         indicating the number of shares of Common Stock subject to this Warrant
         which are being surrendered in exercise of the Conversion Right. Such
         conversion shall be effective upon receipt by the Company of this
         Warrant together with the aforesaid written statement, or on such later
         date as is specified therein (the "Conversion Date"), but not later
         than the expiration date of this Warrant. Certificates for the shares
         of Common Stock issuable upon exercise of the Conversion Right,
         together with a check in payment of any fractional share and, in the
         case of a partial exercise, a new warrant

                                       -4-


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         evidencing the shares remaining subject to this Warrant, shall be
         issued as of the Conversion Date and shall be delivered to the
         registered Holder of this Warrant within twenty (20) days following the
         Conversion Date.

                           (c) For purposes of this Warrant, the "Fair Market
         Value" of a share of Common Stock as of a particular date (the
         "Valuation Date") shall mean:

                             (i) Current Market Price; or

                            (ii) if the Company's Common Stock is not quoted as
                  set forth in (i), then as determined in good faith by the
                  Company's Board of Directors upon a review of all relevant
                  factors. If the Company and the Holder of the Warrant disagree
                  as to the determination of Fair Market Value, the Company and
                  the Holder of the Warrant shall engage an independent,
                  third-party investment banking firm or other appraiser to
                  determine the valuation of the Company. The cost of such
                  valuation shall be borne by the Company.


                  1.4 Company Acknowledgment. The Company will, at the time of
the exercise of the Warrant, upon the request of the Holder hereof acknowledge
in writing its continuing obligation to afford to such Holder any rights to
which such Holder shall continue to be entitled after such exercise in
accordance with the provisions of this Warrant. If the Holder shall fail to make
any such request, such failure shall not affect the continuing obligation of the
Company to afford to such Holder any such rights.

                  1.5 No Rights as Stockholder. This Warrant does not entitle
the Holder hereof to any voting rights or other rights as a stockholder of the
Company prior to its exercise.

         2. Delivery of Stock Certificate, etc. on Exercise. As soon as
practicable after the exercise of this Warrant in full or in part and in any
event within 10 days thereafter, the Company at its expense (including the
payment by it of any applicable issue taxes, but not income taxes of the Holder)
will cause to be issued in the name of and delivered to the Holder hereof, or as
such Holder (upon payment by such Holder of any applicable transfer taxes) may
direct, a certificate or certificates for the number of fully paid and
nonassessable shares of Common Stock (or Other Securities) to which such Holder
shall be entitled on such exercise, plus, in lieu of any fractional share to
which such Holder would otherwise be entitled, cash value to such fraction
multiplied by the then Current Market Value of one full share, together with any
other stock or other securities and property

                                       -5-


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(including cash, where applicable) to which such Holder is entitled upon such
exercise pursuant to Section 1 or otherwise.

         3.   Adjustments.

         The number of shares of Common Stock for which this Warrant is
exercisable, or the price at which such shares may be purchased upon exercise of
this Warrant, shall be subject to adjustment from time to time as set forth in
this Section 3. The Company shall give each Holder notice of any event described
below which requires an adjustment pursuant to this Section 3 at the time of
such event.

                  3.1  Stock Dividends, Subdivisions and Combinations. If at
any time the Company shall:

                           (a) take a record of the holders of its Common Stock
         for the purpose of entitling them to receive a dividend payable in, or
         other distribution of, additional shares of Common Stock,

                           (b) subdivide its outstanding shares of Common Stock
         into a larger number of shares of Common Stock, or

                           (c) combine its outstanding shares of Common Stock
         into a smaller number of shares of Common Stock,

then, (i) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the occurrence of such event would own or be entitled to
receive after the happening of such event, and (ii) the Purchase Price shall be
adjusted to equal (A) the Purchase Price multiplied by the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to the
adjustment divided by (B) the number of shares for which this Warrant is
exercisable immediately after such adjustment.

                  3.2 Certain Other Distributions. If at any time the Company
shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive any dividend or other distribution of:

                           (a) any shares of its stock or any other securities
         or property of any nature whatsoever (other than cash, Convertible
         Securities or additional shares of Common Stock), or

                           (b) any warrants or other rights to subscribe for or
         purchase any shares of its stock or any other securities

                                       -6-


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         or property of any nature whatsoever (other than cash, Convertible
         Securities or additional shares of Common Stock),

the Holder shall be entitled to receive such dividends or distributions as if
the Holder has exercised the Warrant. A reclassification of the Common Stock
(other than a change in par value, or from par value to no par value or from no
par value to par value) into shares of Common Stock and shares of any other
class of stock shall be deemed a distribution by the Company to the holders of
its Common Stock of such shares of such other class of stock within the meaning
of this Section 3.2 and, if the outstanding shares of Common Stock shall be
changed into a larger or smaller number of shares of Common Stock as a part of
such reclassification, such change shall be deemed a subdivision or combination,
as the case may be, of the outstanding shares of Common Stock within the meaning
of Section 3.1.

                  3.3      Issuance of Additional Shares of Common Stock.

                           (a) If at any time the Company shall (except as
         hereinafter provided) issue or sell any additional shares of Common
         Stock in exchange for consideration in an amount per additional share
         of Common Stock less than the Fair Market Value at the time the
         additional shares of Common Stock are issued, then (i) the Purchase
         Price as to the number of shares for which this Warrant is exercisable
         prior to such adjustment shall be reduced to a price determined by
         dividing (A) an amount equal to the sum of (x) the number of shares of
         Common Stock Outstanding immediately prior to such issue or sale
         multiplied by the then existing Purchase Price, plus (y) the
         consideration, if any, received by the Company upon such issue or sale,
         by (B) the total number of shares of Common Stock Outstanding
         immediately after such issue or sale; and (ii) the number of shares of
         Common Stock for which this Warrant is exercisable shall be adjusted to
         equal the product obtained by multiplying the Purchase Price in effect
         immediately prior to such issue or sale by the number of shares of
         Common Stock for which this Warrant is exercisable immediately prior to
         such issue or sale and dividing the product thereof by the Purchase
         Price resulting from the adjustment made pursuant to clause (i) above.

                           (b) If at any time the Company (except as hereinafter
         provided) shall issue or sell any additional shares of Common Stock in
         exchange for consideration in an amount per additional share of Common
         Stock which is less than the Fair Market Value at the time the
         additional shares of Common Stock are issued, the adjustment required
         under this Section 3.3 shall be made in accordance with the formula in
         paragraph (a) above which results in the lower Purchase Price following
         such adjustment. The provisions of

                                       -7-


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         paragraph (a) of Section 3.3 shall not apply to any issuance of
         additional shares of Common Stock for which an adjustment is provided
         under Section 3.1 or 3.2. No adjustment of the number of shares of
         Common Stock for which this Warrant shall be exercisable shall be made
         under paragraph (a) of Section 3.3 upon the issuance of any additional
         shares of Common Stock which are issued pursuant to the exercise of any
         warrants or other subscription or purchase rights or pursuant to the
         exercise of any conversion or exchange rights in any Convertible
         Securities, if (i) such warrants or other subscription or purchase
         rights, including options issued under the Company's stock option plan,
         or Convertible Securities are outstanding on the date hereof and are
         disclosed in the Company's prospectus dated October 18, 1996 or (ii)
         any such adjustment shall previously have been made upon the issuance
         of such warrants or other rights or upon the issuance of such
         Convertible Securities (or upon the issuance of any warrant or other
         rights therefor) pursuant to Section 3.4 or Section 3.5 or if no such
         adjustment shall have been required pursuant to Section 3.4 or Section
         3.5.

                  3.4 Issuance of Warrants or Other Rights. If at any time the
Company shall take a record of the holders of its Common Stock for the purpose
of entitling them to receive a distribution of, or shall in any manner (whether
directly or by assumption in a merger in which Company is the surviving
corporation) issue or sell, any warrants or other rights to subscribe for or
purchase any additional shares of Common Stock or any Convertible Securities,
whether or not the rights to exchange or convert thereunder are immediately
exercisable, and the price per share for which Common Stock is issuable upon the
exercise of such Warrants or other right or upon conversion or exchange of such
Convertible Securities shall be less than the Fair Market Value immediately
prior to the time of such issue or sale, then the number of shares for which
this Warrant is exercisable and the Purchase Price shall be adjusted as provided
in Section 3.3 on the basis that the maximum number of additional shares of
Common Stock issuable pursuant to all such warrants or other rights or necessary
to effect the conversion or exchange of all such Convertible Securities shall be
deemed to have been issued and outstanding and the Company shall have received
all of the consideration payable therefor, if any, as of the date of the actual
issuance of such warrants or other rights. No further adjustments of the
Purchase Price shall be made upon the actual issue of such Common Stock or of
such Convertible Securities upon exercise of such warrants or other rights or
upon the actual issue of such Common Stock upon such conversion or exchange of
such Convertible Securities.

                  3.5 Issuance of Convertible Securities. If at any time the
Company shall take a record of the holders of its Common Stock for the purpose
of entitling them to receive a distribution

                                       -8-


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of, or shall in any manner (whether directly or by assumption in a merger in
which the Company is the surviving corporation) issue or sell, any Convertible
Securities, whether or not the rights to exchange or convert thereunder are
immediately exercisable, and the price per share for which Common Stock is
issuable upon such conversion or exchange shall be less than the Fair Market
Value immediately prior to the time of such issue or sale, then the number of
shares for which this Warrant is exercisable and the Purchase Price shall be
adjusted as provided in Section 3.3 on the basis that the maximum number of
additional shares of Common Stock necessary to effect the conversion or exchange
of all such Convertible Securities shall be deemed to have been issued and
outstanding and the Company shall have received all of the consideration payable
therefor, if any, as of the date of actual issuance of such Convertible
Securities. No adjustment of the number of shares for which this Warrant is
exercisable and the Purchase Price shall be made under this Section 3.5 upon the
issuance of any Convertible Securities which are issued pursuant to the exercise
of any warrants or other subscription or purchase rights therefor, if any such
adjustment shall previously have been made upon the issuance of such warrants or
other rights pursuant to Section 3.4. No further adjustments of the number of
shares for which this Warrant is exercisable and the Purchase Price shall be
made upon the actual issue of Common Stock upon conversion or exchange of such
Convertible Securities and, if any issue or sale of such Convertible Securities
is made upon exercise of any warrant or other right to subscribe for or to
purchase any such Convertible Securities for which adjustments of the number of
shares for which this Warrant is exercisable and the Purchase Price have been or
are to be made pursuant to other provisions of this Section 3, no further
adjustments of the number of shares for which this Warrant is exercisable and
the Purchase Price shall be made by reason of such issue or sale.

                  3.6 Superseding Adjustment. If, at any time after any
adjustment of the number of shares of Common Stock for which this Warrant is
exercisable and the Purchase Price shall have been made pursuant to Section 3.4
or Section 3.5 as the result of any issuance of warrants, rights or Convertible
Securities, and

                           (a) such warrants or rights, or the right of
         conversion or exchange in such other Convertible Securities, shall
         expire, and all or a portion of such warrants or rights, or the right
         of conversion or exchange with respect to all or a portion of such
         other Convertible Securities, as the case may be, shall not have been
         exercised, or

                           (b) the consideration per share for which shares of
         Common Stock are issuable pursuant to such warrants or rights, or the
         terms of such other Convertible Securities, shall be increased solely
         by virtue of provisions therein

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         contained for an automatic increase in such consideration per share
         upon the occurrence of a specified date or event,

then for each outstanding Warrant such previous adjustment shall be rescinded
and annulled and the additional shares of Common Stock which were deemed to have
been issued by virtue of the computation made in connection with the adjustment
so rescinded and annulled shall no longer be deemed to have been issued by
virtue of such computation. Thereupon, a recomputation shall be made of the
effect of such rights or options or other Convertible Securities on the basis of

                           (c) treating the number of additional shares of
         Common Stock or other property, if any, theretofore actually issued or
         issuable pursuant to the previous exercise of any such warrants or
         rights or any such right of conversion or exchange, as having been
         issued on the date or dates of any such exercise and for the
         consideration actually received and receivable therefor, and

                           (d) treating any such warrants or rights or any such
         other Convertible Securities which then remain outstanding as having
         been granted or issued immediately after the time of such increase of
         the consideration per share for which shares of Common Stock or other
         property are issuable under such warrants or rights or other
         Convertible Securities; whereupon a new adjustment of the number of
         shares of Common Stock for which this Warrant is exercisable and the
         Purchase Price shall be made, which new adjustment shall supersede the
         previous adjustment so rescinded and annulled.

                  3.7 Other Provisions Applicable to Adjustments Under this
Section. The following provisions shall be applicable to the making of
adjustments of the number of shares of Common Stock for which this Warrant is
exercisable and the Purchase Price provided for in this Section 3:

                           (a) Computation of Consideration. To the extent that
         any additional shares of Common Stock or any Convertible Securities or
         any warrants or other rights to subscribe for or purchase any
         additional shares of Common Stock or any Convertible Securities shall
         be issued for cash consideration, the consideration received by Company
         therefor shall be the amount of the cash received by Company therefor,
         or, if such additional shares of Common Stock or Convertible Securities
         are offered by Company for subscription, the subscription price, or, if
         such additional shares of Common Stock or Convertible Securities are
         sold to underwriters or dealers for public offering without a
         subscription offering, the initial public offering price (in any such
         case subtracting any amounts paid or receivable for

                                      -10-


<PAGE>



         accrued interest or accrued dividends and without taking into account
         any compensation, discounts or expenses paid or incurred by Company for
         and in the underwriting of, or otherwise in connection with, the
         issuance thereof). To the extent that such issuance shall be for a
         consideration other than cash, then, except as herein otherwise
         expressly provided, the amount of such consideration shall be deemed to
         be the fair value of such consideration at the time of such issuance as
         determined in good faith by the Board of Directors of the Company. In
         case any additional shares of Common Stock or any Convertible
         Securities or any warrants or other rights to subscribe for or purchase
         such additional shares of Common Stock or Convertible Securities shall
         be issued in connection with any merger in which the Company issues any
         securities, the amount of consideration therefor shall be deemed to be
         the fair value, as determined in good faith by the Board of Directors
         of the Company, of such portion of the assets and business of the
         nonsurviving corporation as such Board in good faith shall determine to
         be attributable to such additional shares of Common Stock, Convertible
         Securities, warrants or other rights, as the case may be. The
         consideration for any additional shares of Common Stock issuable
         pursuant to any warrants or other rights to subscribe for or purchase
         the same shall be the consideration received by Company for issuing
         such warrants or other rights plus the additional consideration payable
         to the Company upon exercise of such warrants or other rights. The
         consideration for any additional shares of Common Stock issuable
         pursuant to the terms of any Convertible Securities shall be the
         consideration received by the Company for issuing warrants or other
         rights to subscribe for or purchase such Convertible Securities, plus
         the consideration paid or payable to the Company in respect of the
         subscription for or purchase of such Convertible Securities, plus the
         additional consideration, if any, payable to the Company upon the
         exercise of the right of conversion or exchange in such Convertible
         Securities. In case of the issuance at any time of any additional
         shares of Common Stock or Convertible Securities in payment or
         satisfaction of any dividends upon any class of stock other than Common
         Stock, the Company shall be deemed to have received for such additional
         shares of Common Stock or Convertible Securities a consideration equal
         to the amount of such dividend so paid or satisfied.

                           (b) When Adjustments to be Made. The adjustments
         required by this Section 3 shall be made whenever and as often as any
         specified event requiring an adjustment shall occur, except that any
         adjustment of the number of shares of Common Stock for which this
         Warrant is exercisable that would otherwise be required may be
         postponed (except in the case of a subdivision or combination of shares
         of the Common

                                      -11-


<PAGE>



         Stock, as provided for in Section 3.1) up to, but not beyond the date
         of exercise if such adjustment either by itself or with other
         adjustments not previously made adds to or subtracts less than $.0001
         from the Purchase Price of the shares of Common Stock for which this
         Warrant is exercisable immediately prior to the making of such
         adjustment. Any adjustment representing a change of less than such
         minimum amount (except as aforesaid) which is postponed shall be
         carried forward and made as soon as such adjustment, together with
         other adjustments required by this Section 3 and not previously made,
         would result in a minimum adjustment or on the date of exercise. For
         the purpose of any adjustment, any specified event shall be deemed to
         have occurred at the close of business on the date of its occurrence.

                           (c) Fractional Interests. In computing adjustments
         under this Section 3, fractional interests in Common Stock shall be
         taken into account to the nearest 1000th of a share.

                           (d) When Adjustment Not Required. If the Company
         shall take a record of the holders of its Common Stock for the purpose
         of entitling them to receive a dividend or distribution or subscription
         or purchase rights and shall thereafter and before the distribution to
         stockholders thereof, legally abandon its plan to pay or deliver such
         dividend, distribution, subscription or purchase rights, then
         thereafter no adjustment shall be required by reason of the taking of
         such record and any such adjustment previously made in respect thereof
         shall be rescinded and annulled.

                  3.8 Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets.

                           (a) In case the Company shall reorganize its capital,
         reclassify its capital stock, consolidate or merge with or into another
         corporation (where the Company is not the surviving corporation or
         where there is a change in or distribution with respect to the Common
         Stock of the Company), or sell, transfer or otherwise dispose of all or
         substantially all of its property, assets or business to another
         corporation and, pursuant to the terms of such reorganization,
         reclassification, merger, consolidation or disposition of assets,
         shares of common stock of the successor or acquiring corporation, or
         any cash, shares of stock or other securities or property of any nature
         whatsoever (including warrants or other subscription or purchase
         rights) in addition to or in lieu of common stock of the successor or
         acquiring corporation ("Other Property"), are to be received by or
         distributed to the holders of the Common Stock of the Company, then
         each Holder

                                      -12-


<PAGE>



         shall have the right thereafter, to receive, upon exercise of this
         Warrant, the number of shares of common stock of the successor or
         acquiring corporation or of the Company, if it is the surviving
         corporation, and Other Property receivable upon or as a result of such
         reorganization, reclassification, merger, consolidation or disposition
         of assets by any holder of the number of shares of Common Stock for
         which this Warrant is exercisable immediately prior to such event. In
         case of any such reorganization, reclassification, merger,
         consolidation or disposition of assets, the successor or acquiring
         corporation (if other than the Company) shall expressly assume the due
         and punctual observance and performance of each and every covenant and
         condition of this Warrant to be performed and observed by the Company
         and all the obligations and liabilities hereunder, subject to such
         modifications as may be deemed appropriate (as determined by resolution
         of the Board of Directors of the Company) in order to provide for
         adjustments of shares of the Common Stock for which this Warrant is
         exercisable which shall be as nearly equivalent as practicable to the
         adjustments provided for in this Section 3. For purposes of this
         Section 3.8, "common stock of the successor or acquiring corporation"
         shall include stock of such corporation of any class which is not
         preferred as to dividends or assets over any other class of stock of
         such corporation and which is not subject to redemption and shall also
         include any evidences of indebtedness, shares of stock or other
         securities which are convertible into or exchangeable for any such
         stock, either immediately or upon the arrival of a specified date or
         the happening of a specified event and any warrants or other rights to
         subscribe for or purchase any such stock. The foregoing provisions of
         this Section 3.8 shall similarly apply to successive reorganizations,
         reclassifications, mergers, consolidations or disposition of assets.

                           (b) In the event of any dissolution of the Company
         following the transfer of all or substantially all of its properties or
         assets, the Company, prior to such dissolution, shall at its expense
         deliver or cause to be delivered the stock and other securities and
         property (including cash, where applicable) receivable by the Holders
         of the Warrants after the effective date of such dissolution pursuant
         to this Section 3 to a bank or trust company, as trustee for the Holder
         or Holders of the Warrants.

                  3.9 Certain Limitations. Notwithstanding anything herein to
the contrary, after any and all adjustments required by the provisions of this
Section 3 are made, the Purchase Price shall not be less than the par value per
share of Common Stock.


                                      -13-


<PAGE>



         4. Record Date as Date of Issue or Sale; Treasury Stock.

                           (a) In the event that at any time the Company shall
         take a record of the holders of its Common Stock for the purpose of
         entitling them (i) to receive a dividend or other distribution payable
         in Common Stock or Convertible Securities, or (ii) to subscribe for or
         purchase Common Stock or Convertible Securities then such record date
         shall be deemed to be the date of the issue or sale of the shares of
         Common Stock deemed to have been issued or sold upon the declaration of
         such dividend or the making of such other distribution or the date of
         the granting of such right of subscription or purchase, as the case may
         be.

                           (b) The number of shares of Common Stock outstanding
         at any given time shall not include shares owned or held by or for the
         account of the Company, and the disposition of any such shares shall be
         considered an issue or sale of Common Stock for the purposes of Section
         3.

         5. No Dilution or Impairment. The Company will not by an action,
including, without limitation, by amending its Certificate of Incorporation or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of the Warrants.
Without limiting the generality of the foregoing, the Company (a) will not
increase the par value of any stock receivable on the exercise of this Warrant
above the amount payable therefor on such exercise, (b) will take all such
action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable shares of stock on the exercise
of this Warrant and (c) will use its best efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof as may be necessary to enable Company to perform its
obligations under this Warrant.

         Upon the request of the Holder, the Company will at any time during the
period this Warrant is outstanding acknowledge in writing, in form satisfactory
to the Holder, the continuing validity of this Warrant and the obligations of
the Company hereunder.

         6. Certificate as to Adjustments. In each case of any adjustment or
readjustment in the shares of Common Stock issuable on the exercise of the
Warrants, the Company at its expense will compute such adjustment or
readjustment in accordance with the terms of the Warrants and prepare a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based. If requested by
the holder hereof, the Company will provide an

                                      -14-


<PAGE>



accountant's certificate verifying the accuracy of the adjustments. The Company
will forthwith mail a copy of each such certificate to each Holder of a Warrant,
and will, on the written request at any time of any Holder of a Warrant, furnish
to such Holder a like certificate setting forth the Purchase Price at the time
in effect and showing how it was calculated.

         7. Notices of Record Date, etc.  In the event of:

                           (a) any taking by the Company of a record of the
         holders of any class of securities for the purpose of determining the
         holders thereof who are entitled to receive any dividend or other
         distribution, or any right to subscribe for, purchase or otherwise
         acquire any shares of stock of any class or any other securities or
         property, or to receive any other right, or

                           (b) any capital reorganization of the Company, any
         reclassification or recapitalization of the capital stock of the
         Company or any transfer of all or substantially all of the assets of
         the Company to or consolidation or merger of the Company with or into
         any other person, or

                           (c) any voluntary or involuntary dissolution,
         liquidation or winding-up of the Company,

then and in each such event the Company will mail or cause to be mailed to each
Holder of a Warrant a notice specifying (i) the date on which any such record is
to be taken for the purpose of such dividend, distribution or right, and stating
the amount and character of such dividend, distribution or right, (ii) the date
on which any such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding-up is to take place,
and the time, if any is to be fixed, as of which the holders of record of Common
Stock shall be entitled to exchange their shares of Common Stock for securities
or other property deliverable on such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding-up, and (iii) the amount and character of any stock or other securities,
or rights or options with respect thereto, proposed to be issued or granted, the
date of such proposed issue or grant and the persons or class of persons to whom
such proposed issue or grant is to be offered or made. Such notice shall be
mailed at least 10 days prior to the date specified in such notice on which any
such action is to be taken. Notwithstanding the foregoing, failure to give such
notice or any defect in such notice shall not effect the validity or legality of
any such transaction.

         8. Reservation of Stock, etc. Issuable on Exercise of Warrants. The
Company will at all times reserve and keep available, solely for issuance and
delivery on the exercise of

                                      -15-


<PAGE>



the Warrants, all shares of Common Stock from time to time issuable on the
exercise of the Warrants.

         9. Exchange of Warrants. On surrender for exchange of any Warrant,
properly endorsed, to the Company, the Company at its expense will issue and
deliver to or on the order of the Holder thereof a new Warrant or Warrants of
like tenor, calling in the aggregate on the face or faces thereof for the number
of shares of Common Stock called for on the face or faces of the Warrant or
Warrants so surrendered.

         10. Replacement of Warrants. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction of any Warrant,
on delivery of an indemnity agreement or security reasonably satisfactory in
form and amount to the Company or, in the case of any such mutilation, on
surrender and cancellation of such Warrant, the Company at its expense will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

         11. Negotiability, etc. This Warrant is issued upon the following
terms, to all of which each Holder or owner hereof by the taking hereof consents
and agrees:

                           (a) Title to this Warrant may be transferred by
         endorsement (by the Holder hereof executing the form of assignment at
         the end hereof) and delivery in the same manner as in the case of a
         negotiable instrument transferrable by endorsement and delivery; and

                           (b) subject to (a) above, any person in possession of
         this Warrant properly endorsed is authorized to represent himself as
         absolute owner hereof and is empowered to transfer absolute title
         thereto by endorsement and delivery hereof to a bona fide purchaser
         hereof for value; each prior taker or owner waives and renounces all of
         his equities or rights in this Warrant in favor of each such bona fide
         purchaser, and each such bona fide purchaser shall acquire absolute
         title hereto and to all rights represented hereby.

         12. Notices, etc. All notices and other communications from the Company
to the Holder of this Warrant shall be mailed by first class registered or
certified mail, postage prepaid, at such address as may have been furnished to
the Company in writing by such Holder or, until any such Holder furnishes to the
Company an address, then to, and at the address of, the last Holder of this
Warrant who has so furnished an address to the Company.

         13. Miscellaneous. This Warrant and any term hereof may be changed,
discharged or terminated only by an instrument in

                                      -16-


<PAGE>



writing signed by the party against which enforcement of such change, waiver,
discharge or termination is sought. Any covenant or provision hereof may be
omitted or waived with the written consent of the holder or holders of at least
fifty percent (50%) of the Common Stock issued and issuable upon exercise of the
Warrant. This Warrant shall be construed and enforced in accordance with and
governed by the laws of the Commonwealth of Pennsylvania. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. This Warrant is being executed as an instrument
under sale. The invalidity or unenforceability of any provision hereof shall in
no way affect the validity or enforceability of any other provision.

         14. Expiration. The right to exercise this Warrant shall expire at
5:00 p.m., Philadelphia time, July 31, 2005.

         IN WITNESS WHEREOF, the Company has executed this Warrant under seal as
of the date first written above.

                                        NCO GROUP, INC.



                                        BY: /s/ Michael J. Barrist
                                           -----------------------------------
                                           Name: Michael J. Barrist
                                           Title: President and CEO

[Corporate Seal]

Attest:

By:  /s/ Joshua Gindin
   ----------------------------

Name: Joshua Gindin
     --------------------------

Title: Secretary
      -------------------------


                                      -17-


<PAGE>


                              FORM OF SUBSCRIPTION
                   [To be signed only on exercise of Warrant]


TO NCO GROUP, INC.

         The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise this Warrant for, and to purchase thereunder, __________
shares of Common Stock of NCO GROUP, INC. and herewith makes payment of
$_________________ therefor, and requests that the certificates for such shares
be issued in the name of, and delivered to ____________________, whose address
is__________________________________.



Dated:

                                         -----------------------------------
                                         (Signature must conform to name of
                                         holder as specified on the face of
                                         the Warrant)

                                         -----------------------------------
                                         (Address)


                               FORM OF ASSIGNMENT
                   (To be signed only on transfer of Warrant)

         For value received, the undersigned hereby sells, assigns, and
transfers unto _________________ the right represented by the within Warrant to
purchase ____________________ shares of Common Stock of NCO GROUP, INC. to which
the within Warrant relates, and appoints ________________ Attorney to transfer
such right on the books of NCO GROUP, INC. with full power of substitution in
the premises.


Dated:                                   -------------------------------------
                                         (Signature must conform to name of
                                         holder as specified on the face of
                                         the Warrant)


                                         -------------------------------------
                                         (Address)

                                      -18-