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                                      NOTE

$12,250,000                                                  Fort Washington, PA
                                                             October 30 ,2000

         FOR VALUE RECEIVED, TRC HOLDINGS, INC., a Pennsylvania corporation,
with an address of 535 Pennsylvania Avenue, Fort Washington, Pennsylvania 19034
("Maker") unconditionally promises to pay to the order of NCO TELESERVICES, INC.
a Pennsylvania corporation or its permitted assignee, with an address at 515
Pennsylvania Avenue, Fort Washington, Pennsylvania 19034 ("Payee"), the
principal sum of TWELVE MILLION TWO HUNDRED AND FIFTY THOUSAND DOLLARS
($12,250,000) (hereinafter referred to as the "Loan" or the "Loan Amount"),
lawful money of the United States of America, together with interest from the
date hereof, on the outstanding balance of the Loan pursuant to the terms of
that certain Asset Purchase Agreement dated October 26, 2000, by and between
Maker and Payee (the "Agreement"), and on the terms set forth herein. Any
capitalized terms used but not otherwise defined herein shall have the meaning
given to such term in the Agreement.

         1. Interest and Repayment.

                  (a) In accordance with the terms of the Agreement, interest
shall accrue at the rate of nine percent (9%) per annum until such time as the
Loan is repaid in full. Interest on the Loan shall accrue and shall be payable
in accordance with the terms and subject to the conditions set forth in the
Agreement.

                  (b) All interest due shall be calculated for the actual number
of days that the principal amount of the Loan is outstanding, based on a 360-day
year. That is, interest shall be calculated on the basis of a fraction, the
denominator of which is 360 and the numerator of which is the actual number of
days that the principal amount of the Loan is outstanding.

                  (c) The entire outstanding principal amount of the Loan,
together with all interest and all other sums remaining due and payable
hereunder, if not payable sooner, shall be due and payable in full in accordance
with the terms and subject to the conditions set forth in the Agreement.

         2. Principal Payments. In the event that the term of the Loan is
extended by Payee beyond the Maturity Date as set forth in the Agreement, Maker
shall make thirty-six (36) equal monthly payments of principal and interest in
such an amount to fully amortize the outstanding principal amount of the Loan in
accordance with the terms of the Agreement.

         3. Prepayment. Maker shall have the right to prepay this Note, in whole
or in part without premium or penalty, at any time. Any prepayment shall be
applied against principal last falling due hereunder. No prepayment shall
postpone or reduce the amount of monthly payments otherwise due hereunder.

         4. Security and Subordination. Payment of this Note by the Maker is
secured by a second (2nd) lien on the Assets of Maker being acquired by Maker
from Payee pursuant to the


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Agreement, intended to be secured by the filing of UCC Financing Statements
forthwith with the appropriate state and local offices. The Loan shall be
subordinated (in all respects) to bank debt of Maker, the proceeds of which are
to be used by Maker for operating working capital. By acceptance of this Note,
Payee agrees to execute and deliver such agreements and instruments as any such
bank may require from time to time, and to such amendments to or legends on this
Note, pertaining to such subordination.

         5. Events of Default. Maker will be in default (an "Event of Default")
hereunder if any of the following happens: (a) Maker falls to make any payment
or principal or interest when due; (b) the entry of decree or order for relief
by a court having jurisdiction over Maker in an involuntary case under the
federal bankruptcy laws, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency, or other similar law, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) for Maker or for any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of thirty (30)
consecutive days; (c) the commencement by Maker of a voluntary case under the
federal bankruptcy laws, as not constituted or hereafter amended, or any other
applicable federal or state bankruptcy, insolvency, or other similar law, the
consent by Maker to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, conservator, sequestrator (or other
similar official) for Maker or for any substantial part of its property, or the
making by it of any assignment for the benefit of creditors, or for the failure
of Maker generally to pay its debts as such debts become due, or the ordering of
the winding-up or liquidation of its affairs by Maker; (d) Maker shall merge its
business with or into any other entity and Maker is not the surviving entity; or
(e) Maker shall sell all or substantially all of its assets outside the ordinary
course of its business.

         6. Remedies: Default Rate. Upon the occurrence of an Event of Default,
the entire principal indebtedness evidenced hereby, together with all arrearages
of interest hereon and other sums due hereunder, if any, shall, at the option of
Payee, become due and payable immediately, without presentation, demand or
further action, (after such Event of Default and acceleration and until Maker's
indebtedness to Payee is paid in full, including the period following entry of
any judgment) at a rate which is four percent (4%) per annum in excess of the
rate herein specified (the "Default Rate"), together with all reasonable
attorney's fees for collection, then due by Maker to Payee and the payment of
same may be enforced and recovered by the entry of judgment on this Note and the
issuance of execution thereon.

         7. Confession of Judgment. Upon the occurrence of an Event of Default
hereunder, Maker hereby irrevocably authorizes and empowers any attorney of any
court of record or the Prothonotary or Clerk of any court in the Commonwealth of
Pennsylvania, or elsewhere, to appear at any time for the of any term, and
therein to confess or enter judgment against the Maker for all or any part of
the sums due Payee pursuant to this Note and all arrearages of interest thereon
together with interest thereon at the Default Rate after default including
interest at that rate from and after the date of any foreclosure, sheriffs or
judicial sale until actual payment is made to Payee of the full amount due Payee
plus costs and together with all actual attorneys' fees incurred by Payee from
time to time in enforcing its rights hereunder, including the Confession of
Judgment against Maker. For purposes of such confessions of judgment, this

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Note or a copy thereof verified by affidavit shall be a good and sufficient
warrant. The authority granted herein to confess judgment shall not be exhausted
by any exercise thereof but shall continue from time to time and at all times
until all obligations of Maker to Payee have been fully paid and/or discharged.
Payee may confess one or more judgments in the same or different jurisdictions
for all or any of the amount owing hereunder, without regard to whether judgment
has theretofore been confessed on more than one occasion for the same amount. In
the event any judgment confessed against Maker hereunder is stricken or opened
upon application by or on Maker's behalf for any reason, Payee is hereby
authorized and empowered to again appear for and confess judgment against Maker
for any part or all of the amounts owing hereunder, as provided for herein, if
doing so will cure any errors or defects in such prior proceedings.

         8. Remedies Cumulative. The remedies of Payee provided herein or
otherwise available to Payee at law or in equity including all warrants of
attorney may be pursued separately, successively or together at the sole
discretion of Payee, and may be exercised as often as occasion therefore shall
occur, and the failure to exercise any such right or remedy shall in no event be
construed as a waiver or release of the same.

         9. Assignment. Payee shall, without the requirement of first obtaining
Maker's consent, have the right to assign this Note to any company affiliated
with Payee. Otherwise, Payee shall not negotiate or assign this Note to any
other person or entity without Maker's prior written consent.

         10. Miscellaneous.


                  (a) Maker waives presentment for payment, demand, notice of
demand, notice of nonpayment or dishonor, protest and notice of protest of this
Note, and all other notices in connection with the delivery, acceptance,
performance, default or enforcement of the payment of this Note, Liability
hereunder shall be unconditional and shall not be affected in any manner by any
indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee.

                  (b) The words "Payee" and "Maker" whenever occurring herein
shall be deemed and construed to include the respective permitted successors and
assigns of Payee and Maker

                  (c) This Note shall be governed by and construed according to
the laws of the Commonwealth of Pennsylvania, Maker hereby consents to the
exclusive jurisdiction of the Court of Common Pleas of Montgomery County,
Pennsylvania in any and all actions or proceedings arising hereunder or
pursuant hereto.

                  (d) Maker irrevocably as an independent covenant waives the
right to jury trial in any action or proceeding between Maker and Payee,

                  (e) Caption headings in this Note are for convenience purposes
only and are not to be used to interpret or define the provisions of this Note.
If a court of competent jurisdiction finds any provision of this Note to be
invalid or unenforceable as to any person or


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circumstance, such finding shall not render that provision invalid or
unenforceable as to any other persons or circumstances, and all provisions of
this Note in all other respects shall remain valid and enforceable.

                  (f) Payee shall not be deemed, by any act of omission or
commission to have waived any of its rights or remedies hereunder unless such
waiver is in writing and signed by Payee, and then only to the extent
specifically set forth in writing. A waiver by Payee with respect to one event
shall not be construed as continuing or as a bar to or waiver of any right or
remedy with respect to a subsequent event.

                  (g) So long as Maker's obligations hereunder remain
outstanding, Maker shall furnish Payee with quarterly financial statements and
within sixty (60) days following the end of its fiscal year, an audited
financial statement.

         IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has
executed this Note, under seal, the day and year first above written.

                                     TRC HOLDINGS, INC,



                                     By:  /s/ Richard Raquet
                                         ------------------------------
                                           Name:  Richard Raquet
                                           Title: President
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                   ACKNOWLEDGMENT OF CONFESSION OF JUDGMENT


         THE UNDERSIGNED MAKER HEREBY ACKNOWLEDGES THAT THIS NOTE CONTAINS A
CONFESSION OF JUDGMENT. MAKER UNDERSTANDS THAT A JUDGMENT MAY BE OBTAINED
AGANIST MAKER WITHOUT NOTICE AND AN OPPORTUNITY TO BE HEARD IN COURT. THE
UNDERSIGNED MAKER, ACTING THROUGH ITS OFFICERS, HAS RETAINED INDEPENDENT COUNSEL
(OR HAS BEEN ADVISED BY PAYEE TO RETAIN SUCH COUNSEL) TO REVIEW THIS NOTE
INCLUDING THE CONFESSION OF JUDGMENT. THE UNDERSIGNED DOES KNOWINGLY AND FREELY
EXECUTE THIS NOTE CONTAINING THE CONFESSION OF JUDGMENT.


                                      TRC HOLDINGS, INC.



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

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