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                                                                  Exhibit 10.19

                                 NCO GROUP, INC.

                          SECOND 1996 WARRANT AGREEMENT


                  SECOND 1996 WARRANT AGREEMENT (this "Agreement") dated as of
December 13, 1996 (the "Closing Date") by and between NCO Group, Inc., a
Pennsylvania corporation (the "Company") and APT Holdings Corporation ("APT"), a
Delaware corporation and an affiliate of Mellon Bank, N.A. ("Bank").


                                    RECITALS

                  1. On November 13, 1996, the Company completed its initial
public offering of common stock by selling 2,875,000 shares (of which 375,000
shares were sold by certain selling shareholders) at a price to the public of
$13.00 per share.

                  2. Simultaneously with the execution and delivery of this
Agreement (the "Closing"), the Company and Bank are amending that certain
Amended and Restated Credit Agreement dated as of September 5, 1996 (as so
amended, the "Credit Agreement") pursuant to which the Bank has made available
to the Company and its subsidiaries certain credit facilities.

                  3. As an inducement to the Bank to increase the Revolving
Credit Committed Amount under the Credit Agreement to $25,000,000, the Company
proposes to issue to APT, as assignee of the Bank, warrants exercisable into an
aggregate of 18,500 shares of the Company's common stock (subject to adjustment
as described herein).

                  NOW, THEREFORE, in consideration of the foregoing, the Company
and APT, intending to be legally bound, agree as follows:


                                    ARTICLE 1

                                   DEFINITIONS

                  1.1 Definitions. As used herein, the following terms shall
have the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):

                  "Accounts" has the meaning ascribed to that term in the
         Uniform Commercial Code.

                  "Affiliate" means, as to any Person, any Subsidiary of such
         Person and any other person which, directly or indirectly, controls, is
         controlled by or is under common



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         control with such Person and includes each officer or director or
         general partner of such Person, and each Person who is the beneficial
         owner of 5% or more of any class of voting stock of such Person. For
         the purposes of this definition, "control" means the possession of the
         power to direct or cause the direction of management and policies of
         such Person, whether through the ownership of voting securities, by
         contract, or otherwise.

                  "Agreement" means this Warrant Agreement as from time to time
         amended and in effect between the parties.

                  "Business Day" means any day other than a Saturday, Sunday or
         public holiday or the equivalent for banks under the laws of the
         Commonwealth of Pennsylvania.

                  "Common Stock" includes (a) the Company's Common Stock,
         without par value, as authorized on the date of this Agreement, (b) any
         other capital stock of any class or classes (however designated) of the
         Company, authorized on or after the date hereof, 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 dividends 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 (c) any other securities in which or for which any of
         the securities described in (a) or (b) may be converted or exchanged
         pursuant to a plan of recapitalization, reorganization, merger, sale of
         assets or otherwise.

                  "Company" means and shall include NCO Group, Inc., a
         Pennsylvania corporation, and its successors and assigns.

                  "Credit Agreement" means that certain Amended and Restated
         Credit Agreement dated September 5, 1996, as further amended, between
         the Company and the Lender.

                  "Event of Force Majeure" shall mean a declaration by Federal
         authorities of a banking moratorium, a suspension of trading by a
         national securities exchange, a declaration of war or any new outbreak
         of hostilities or other national calamity or crisis, the effect of
         which on the financial markets of the Untied States shall make it
         commercially impracticable to comply with an obligation hereunder.

                  "Exchange Act" means the Securities Exchange Act of
         1934, as amended, or any successor federal statute, and the

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         rules and regulations of the Commission thereunder, all as the same
         shall be in effect at the time.

                  "Holder" means APT, its successors and assigns, and all
         transferees (in whole or in part) of the Warrants.

                  "Person" means an individual, a corporation (including,
         without limitation, a business trust), a partnership, a joint stock
         company, a limited liability company, a joint venture or other entity,
         a trust, an unincorporated association, a government and any agency or
         political subdivision thereof.

                  "Registration Rights Agreement" shall have the meaning
         assigned to that term in Section 3.2(d).

                  "Securities" means collectively the Warrants and the Warrant
         Shares.

                  "Securities Act" means the Securities Act of 1933, as amended,
         or any successor federal statute, and the rules and regulations of the
         Commission thereunder, all as the same shall be in effect from time to
         time.

                  "Stock" means shares of capital stock, beneficial or
         partnership interest, participations or other equivalents (regardless
         of how designated) of or in a corporation or equivalent entity, whether
         voting or non-voting, and includes, without limitation, common stock
         and preferred stock.

                  "Stock Equivalents" means all securities convertible into or
         exchangeable for Stock and all warrants, options or other rights to
         purchase or subscribe for any stock, whether or not presently
         convertible, exchangeable or exercisable.

                  "Subsidiary" or "Subsidiaries" means (i) any corporation more
         than fifty percent (50%) of whose stock of any class or classes having
         by the terms thereof ordinary voting power to elect a majority of the
         directors of such corporation (irrespective of whether or not at the
         time stock of any class or classes of such corporation shall have or
         might have voting power by reason of the happening of any contingency)
         is at the time owned by the Company and/or one or more Subsidiaries of
         the Company, (ii) any partnership, association, joint venture or other
         entity in which the Company and/or one or more Subsidiaries of the
         Company has more than a fifty percent (50%) equity interest at the
         time.

                  "Warrant Documents" shall mean this Agreement, the Warrant,
         and the Registration Rights Agreement.


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                  "Warrant Shares" shall have the meaning assigned to that term
         in Section 2.1.

                  "Warrants" shall have the meaning assigned to that term in
         Section 2.1.

                  1.2 Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles consistent with those applied in preparation of the
Company's financial statements, and all financial data submitted pursuant to
this Agreement and all financial tests to be calculated in accordance with this
Agreement shall be prepared and calculated in accordance with such principles.


                                    ARTICLE 2

                      PURCHASE, SALE AND TERMS OF WARRANTS;
                            OBLIGATION TO REPURCHASE

                  2.1 The Warrants. The Company has authorized the issuance and
sale to APT of the Company's Common Stock Purchase Warrants for the purchase
(subject to adjustment as provided therein) of an aggregate of 18,500 shares of
the Company's common stock (the "Warrant Shares"). The Common Stock Purchase
Warrants shall be substantially in the form set forth as Exhibit 2.1 attached
hereto and are herein referred to individually as a "Warrant" and collectively
as the "Warrants", which terms shall also include any warrants delivered in
exchange or replacement thereof. The number of Warrant Shares is subject to
adjustment as set forth in the Warrants. The Warrants shall be exercisable at a
purchase price per Warrant Share equal to $13.00 (such purchase price as further
adjusted from time to time as provided in the Warrant is referred to herein as
the "Purchase Price") and shall expire at 5:00 P.M., Philadelphia time, on July
31, 2005.

                  2.2 Purchase and Sale of Warrants; Reservation of Shares.

                  (a) The Company agrees to issue and sell to APT, and, subject
to and in reliance upon the representations, warranties, terms and conditions of
this Agreement, APT agrees to purchase Warrants to acquire 18,500 Warrant
Shares. Such purchase and sale shall take place at the Closing and at the
Closing the Company will initially issue to APT one Warrant to purchase (subject
to adjustment as provided therein) 18,500 Warrant Shares.

                  (b) The Company has authorized, and has reserved and covenants
to continue to reserve, free of preemptive rights and other preferential rights,
a sufficient number of its previously

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authorized but unissued shares of Common Stock to satisfy the rights of exercise
of the Warrants. The Company covenants and agrees that all shares of Common
Stock which may be issued upon the exercise of the rights represented by the
Warrants shall, upon issuance, be fully paid and non-assessable and free from
all taxes, liens and charges with respect to issuance. If the Purchase Price is
at any time less than the par value of the Common Stock or if the Warrants at
any time are exercisable by delivery alone and without payment of any additional
consideration, the Company also covenants and agrees to cause to be taken such
action (whether by lowering the par value of the Common Stock, the conversion of
the Common Stock from par value to no par value, or otherwise) as will permit
the exercise of the Warrants without any additional payment by the Holder
thereof (other than payment of the Purchase Price, if any, and applicable
transfer taxes, if any), and the issuance of the Common Stock, which Common
Stock, upon issuance, will be fully paid and non-assessable.


                                    ARTICLE 3

                      CONDITIONS TO PURCHASER'S OBLIGATIONS

                  The obligations of APT to purchase the Warrants at the Closing
is subject to the following conditions, all or any of which may be waived in
writing by APT:

                  3.1 Representations and Warranties. Each of the
representations and warranties of the Company set forth in Article 5 hereof
shall be true and correct in all material respects at the time of the sale of
the Warrants.

                  3.2 Delivery at Closing. APT shall have received prior to or
at the Closing all of the following, each in form and substance satisfactory to
APT and its counsel:

                  (a) A certified copy of all charter documents of the Company;
a certified copy of the resolutions of the board of directors and, to the extent
required, the stockholders of the Company evidencing approval, as applicable, of
the Warrant Documents and other matters contemplated hereby and thereby; a
certified copy of the By-laws of the Company; and certified copies of all
documents evidencing other necessary corporate or other action and governmental
approvals, if any, with respect to the Warrant Documents and other matters
contemplated hereby or thereby.

                  (b) Favorable opinions of Blank, Rome, Comisky & McCauley,
counsel for the Company, as to matters set forth in Exhibit 3.2(b), and as to
such other matters as APT or its counsel may reasonably request.

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                  (c) A certificate of the Secretary or an Assistant Secretary
of the Company which shall certify the names of the officers of the Company
authorized to sign, as applicable, this Agreement, the Warrant Documents and any
other documents or certificates to be delivered pursuant hereto or thereby by
the Company, as applicable, or any of their respective officers, together with
the true signatures of such officers. APT may conclusively rely on such
certificates until they shall receive a further certificate of the Secretary or
an Assistant Secretary of the Company, as applicable, cancelling or amending the
prior certificate and submitting the signatures of the officers named in such
further certificate.

                  (d) An amendment, substantially in the form of Exhibit 3.2(d)
attached hereto, to the Amended and Restated Registration Rights Agreement dated
September 5, 1996 (as so amended, the "Registration Rights Agreement") executed
by the Company.

                  (e) A certificate from a duly authorized officer of the
Company stating that all conditions set forth in this Article 3 have been
satisfied.

                  (f) Such other documents referenced in any Exhibit hereto or
relating to the transactions contemplated by this Agreement as APT or its
counsel may reasonably request.

                  3.3 Incurrence of Debt. The Company shall have entered into
the First Amendment of the Credit Agreement with the Bank on terms satisfactory
to the Company and shall have closed or shall close simultaneously the
transactions contemplated thereby and received or shall simultaneously receive
the funds with respect thereto. Copies of all documents delivered to the Bank in
conjunction with the closing of the transactions contemplated by the First
Amendment to the Credit Agreement shall have been delivered to Bank or its
counsel.


                                    ARTICLE 4

                      REPRESENTATIONS AND WARRANTIES OF APT

                  4.1 Representations and Warranties of APT. APT hereby
represents and warrants that:

                  (a) It has duly authorized, executed and delivered this
Agreement and such other documents as it is required to execute pursuant to this
Agreement and the Credit Agreement.

                  (b) Its present intention is to acquire the Securities for its
own account.


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                  (c) The Securities are being and will be acquired for the
purpose of investment and not with a view to distribution or resale thereof;
subject, nevertheless, to the condition that, except as otherwise provided
herein, the disposition of its property shall at all times be within its
control.

                  (d) It acknowledges that it has reviewed and discussed the
Company's business, affairs and current prospects with such officers of the
Company and others as it has deemed appropriate or desirable in connection with
the transactions contemplated by this Agreement. It further acknowledges that it
has requested, received and reviewed such information, undertaken such
investigation and made such further inquiries of officers of the Company and
others as it has deemed appropriate or desirable in connection with such
transactions; provided, however, no investigation made heretofore or hereafter
by or on its behalf shall have any effect whatsoever on the representations and
warranties of the Company hereunder, each of which shall survive any such
investigation.

                  (e) It understands that it must bear the economic risk of its
investment for an indefinite period of time because the Securities are not, and
will not be, registered under the Securities Act or any applicable state
securities laws, except as may be provided in the Registration Rights Agreement,
and may not be resold unless subsequently registered under the Securities Act
and such other laws or unless an exemption from such registration is available.

                  (f) It has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of its
investment in the Securities. It further represents that it is an "accredited
investor" as such term is defined in Rule 501 of Regulation D of the Commission
under the Securities Act with respect to the purchase of the Securities.

                  (g) It hereby acknowledges that the Warrants and each
certificate representing the Warrant Shares and any other securities issued in
respect of such shares upon any stock split, stock dividend, recapitalization,
merger or similar event (unless no longer required in the opinion of counsel,
which opinion and counsel shall be reasonably satisfactory to the Company) shall
bear a legend substantially in the following form:

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
         AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD
         OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR
         QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES
         LAWS OR APPLICABLE EXEMPTIONS THEREFROM.


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         The acquisition by APT of the Securities shall constitute a
confirmation by it of the foregoing representations made by it.


                                    ARTICLE 5

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  The Company represents and warrants as follows:

                  5.1 Securities Act. Neither the Company nor anyone acting on
its behalf has offered any of the Warrants, or solicited any offers to purchase
or made any attempt by preliminary conversation or negotiations to dispose of
the Warrants, within the meaning of all applicable federal and state securities
laws, to any Person other than APT, and no Person other than APT will purchase
any Warrants except with the prior consent of Bank. Neither the Company nor
anyone acting on its behalf has offered or will offer to sell the Warrants to,
or solicit offers with respect thereto from, or enter into any preliminary
conversations or negotiations relating thereto with, any Person so as to bring
the issuance and sale of the Warrants under the registration provisions of the
Securities Act.

                  5.2 Other Agreements of Officers. To the best knowledge of the
Company, no officer or key employee of the Company is a party to or bound by any
agreement, contract or commitment, or subject to any restrictions, particularly
but without limitation in connection with any previous employment of any such
person, which has a material adverse effect, or in the future may (so far as the
Company can reasonably foresee) have a material adverse effect. To the best
knowledge of the Company, no officer or key employee of the Company has any
present intention of terminating his employment with the Company, as the case
may be, and the Company has no present intention of terminating such employment.

                  5.3 Foreign Corrupt Practices Act. The Company has reviewed
its practices and policies and to the best of its knowledge and belief is not
engaged, nor has any of its respective officers, directors, employees or agents
engaged in any act or practice which would constitute a violation of the Foreign
Corrupt Practices Act of 1977, or any rules or regulations promulgated
thereunder.

                  5.4 Registration Rights. Except as set forth on Schedule 5.4
and pursuant to the terms of the Registration Rights Agreement, no Person has
demand or other rights to cause the Company to file any registration statement
under the Securities Act relating to any securities of the Company or any right
to participate in any such registration statement.


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                  5.5 Representations and Warranties Incorporated from Credit
Agreement. Each of the representations and warranties given by the Company to
Bank in the Credit Agreement is true and correct in all material respects as of
the Closing and such representations and warranties are hereby incorporated
herein by this reference as of such date with the same effect as though set
forth herein in their entirety and made by the Company to APT hereunder.


                                    ARTICLE 6

                             DISCLOSURES TO HOLDERS

                  So long as any Warrants remain outstanding, the Company shall,
contemporaneously with the sending or making available thereof, send to all
Holders, in accordance with Section 7.3 herein, copies of (i) the Company's
audited financial statements for each fiscal year and (ii) the Company's
unaudited financial statements for each fiscal quarter.


                                    ARTICLE 7

                                  MISCELLANEOUS

                  7.1 No Waiver; Cumulative Remedies. No failure or delay on the
part of APT in exercising any right, power or remedy hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

                  7.2 Amendments, Waivers and Consents. Any provision in this
Agreement or the Warrants to the contrary notwithstanding, changes in or
additions to this Agreement may be made, and compliance with any covenant or
provision herein or therein set forth may be omitted or waived, if the Company
shall obtain consent thereto in writing from APT or Bank.

                  7.3 Addresses for Notices, etc. All notices, requests, demands
and other communications provided for hereunder shall be in writing and mailed
(by first class registered or certified, postage prepaid), telegraphed, sent by
express overnight courier service or electronic facsimile transmission (with a
copy by mail), or delivered to the applicable party at the addresses indicated
below:


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                  If to the Company:

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

                  With copies to:

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

                          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, Esquire

or, as to each of the foregoing, at such other address as shall be designed by
such Person in a written notice to the other party complying as to delivery with
the terms of this Section. All such notices, requests, demands and other
communications shall, when mailed, telegraphed or sent, respectively, be
effective (i) two days after being deposited in the mails or (ii) one day after
being delivered to the telegraph company, deposited with the express overnight
courier service or sent by electronic facsimile transmission, respectively,
addressed as aforesaid.

                  7.4 Costs, Expenses and Taxes. Except as otherwise provided
herein, the Company agrees to pay on demand all reasonable costs and expenses of
APT and Bank in connection with the preparation, execution and delivery of this
Agreement, the Warrants and other Warrant Documents and other instruments and
documents to be delivered hereunder, and in connection with the

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consummation of the transaction contemplated hereby and thereby, and in
connection with any amendment, waiver (whether or not such amendment or waiver
becomes effective) or enforcement of this Agreement, the Warrants, the other
Warrant Documents, and other instruments and documents to be delivered hereunder
or thereunder, including the fees and out-of-pocket expenses of counsel for APT
and Bank. In addition, the Company agrees to pay any and all stamp and other
taxes (excluding income taxes) payable or determined to be payable in connection
with the execution and delivery of this Agreement, the Warrants, the other
Warrant Documents, and the other instruments and documents to be delivered
hereunder or thereunder and each agrees jointly and severally to save APT and
Bank harmless from and against any and all liabilities with respect to or
resulting from any delay in paying or omission to pay such taxes and filing
fees.

                  7.5 Binding Effect; Assignment. This Agreement shall be
binding upon and inure to the benefit of the Company, and its respective
successors and assigns, except that the Company shall not have the right to
assign its rights hereunder or any interest therein without the prior written
consent of Bank.

                  7.6 Provisions of Credit Agreement. Whenever any provision of
the Credit Agreement is referred to herein or in any instrument furnished
hereunder as expressing or constituting an obligation, condition or limitation
of this Agreement or of such instrument or as expressing or constituting a
representation herein or therein (a) such provision shall be deemed incorporated
herein or therein at length, and (b) except as otherwise provided herein or in
such instrument, the terms used in such provision referred to shall have the
meanings set forth in the Credit Agreement. Except as otherwise specifically
provided herein, and except for amendments or modifications to which Bank
consents in writing, no modification of or amendment to, or waiver of, any
provisions of the Credit Agreement and no payment of the indebtedness
outstanding thereunder or satisfaction or cancellation thereof, shall modify,
amend, waive or otherwise affect any provision thereof as referred to in this
Agreement or in any instrument furnished hereunder, which provision, for the
purpose of this Agreement and such instrument, shall remain unmodified and in
full force and effect.

                  7.7 Indemnification. The Company agrees to indemnify and hold
harmless APT, Bank, and their respective subsidiaries, directors, officers,
partners, counsel and employees, from and against any and all liability
(including, without limitation, reasonable legal fees incurred in defending
against any such liability) under, arising out of or relating to this Agreement,
the Warrants and the Warrant Shares, the transactions contemplated hereby or
thereby or in connection herewith or therewith, including (to the maximum extent
permitted by law) any liability arising under federal or state securities laws,
except

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to the extent such liability shall result from any act or omission on the part
of APT or Bank; provided that the Company shall not be liable for the reasonable
fees and expenses of more than one separate firm for all indemnified parties,
unless representation of all parties by the same counsel would be inappropriate
due to actual or potential differing interests among them. The obligations of
the Company under this Section 7.7 shall survive and continue to be in full
force and effect notwithstanding the satisfaction of the Company's obligations
under the Credit Agreement and the termination of this Agreement.

                  7.8 Survival of Representations and Warranties. All
representations and warranties made in this Agreement, the Warrants, the Warrant
Documents or any other instrument or document delivered in connection herewith
or therewith, shall survive the execution and delivery hereof and thereof,
regardless of any investigation made by APT or Bank.

                  7.9 Prior Agreements. This Agreement constitutes the entire
agreement between the parties and supersedes any prior understandings or
agreements concerning the subject matter hereof.

                  7.10 Severability. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.

                  7.11 Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the Commonwealth of
Pennsylvania.

                  7.12  Governing Law; Waiver of Jury Trial.

                  (a) THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE IN
PENNSYLVANIA, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF PENNSYLVANIA (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS) AND THE UNITED
STATES OF AMERICA. WITHOUT EXCLUDING ANY OTHER JURISDICTION, THE COMPANY AGREES
THAT THE STATE AND FEDERAL COURTS OF PENNSYLVANIA LOCATED IN MONTGOMERY COUNTY,
PENNSYLVANIA, WILL HAVE JURISDICTION OVER PROCEEDINGS IN CONNECTION HEREWITH. TO
THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY HEREBY WAIVES ANY RIGHT THAT IT
MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE (WHETHER A CLAIM IN TORT, CONTRACT,
EQUITY, OR OTHERWISE) ARISING UNDER OR RELATING TO THIS AGREEMENT OR ANY RELATED
MATTERS, AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING
WITHOUT A JURY.

                  (b) THE COMPANY AGREES THAT SERVICE OF PROCESS MAY BE MADE
UPON IT BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO THE COMPANY AT
ITS ADDRESS DESIGNATED FOR NOTICE UNDER THIS AGREEMENT AND SERVICE SO MADE SHALL
BE DEEMED TO BE COMPLETED UPON THE EARLIER IF (i) THE COMPANY'S RECEIPT THEREOF

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AND (ii) FIVE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL. NOTHING IN THIS
SECTION SHALL AFFECT THE RIGHT OF ANY HOLDER TO SERVE LEGAL PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW.

                  7.13 Headings. Article, Section and subsection headings in
this Agreement are included herein for convenience of reference only and shall
not constitute a part of this Agreement for any other purposes.

                  7.14 Sealed Instrument. This Agreement is executed as an
instrument under seal.

                  7.15 Counterparts. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument, and each of the parties hereto may execute this Agreement by
signing any such counterpart.

                  7.16 Further Assurances. From and after the day of this
Agreement, upon the request of APT or Bank, the Company shall execute and
deliver such instruments, documents and other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the
intent and purposes of this Agreement and the Warrants.

                  7.17 Consent to Jurisdiction. The Company irrevocably submits
to the non-exclusive jurisdiction of any state or federal court sitting in the
Commonwealth of Pennsylvania over any suit, action or proceeding arising out of
or relating to this Agreement or any of the Warrants or Warrant Shares. To the
fullest extent it may effectively do so under applicable law, the Company
irrevocably waives and agrees not to assert, by way of motion, as a defense or
otherwise, any claim that is not subject to the jurisdiction of any such court,
any objection that it may now or hereafter have to the laying of venue of any
such suit, action or proceeding brought in any such court and any claim that any
such suit, action or proceeding brought in such court has been brought in an
inconvenient forum.

                  7.18 Effect of Judgment. The Company agrees, to the fullest
extent it may effectively do so under applicable law, that a judgment in any
suit, action or proceeding of the nature referred to in Section 7.17 brought in
any such court shall, subject to such rights of appeal on issues other than
jurisdiction as may be available to the Company, be conclusive and binding upon
the Company and may be enforced in the courts of the United States of America or
the Commonwealth of Pennsylvania (or any other courts to the jurisdiction of
which the Company is or may be subject) by a suit upon such judgment.

                  7.19 Service of Process. The Company consents to service of
process in any suit, action or proceeding of the

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nature referred to in Section 7.17 by mailing a copy thereof by registered or
certified mail, postage prepaid, return receipt requested, to the address of the
Company specified in or designated pursuant to Section 7.3. The Company agrees
that such service (i) shall be deemed in every respect effective service of
process upon the Company in any such suit, action or proceeding and (ii) shall,
to the fullest extent permitted by law, be taken and held to be valid personal
service upon and personal delivery to the Company, as the case may be.

                  7.20 No Limitation. Nothing in Sections 7.12, 7.17, 7.18 or
7.19 shall affect the right of APT or Bank to serve process in any manner
permitted by law, or limit any right that APT or Bank may have to bring
proceedings against the Company in the courts of any jurisdiction to enforce in
any lawful manner a judgment obtained in one jurisdiction in any other
jurisdiction.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Warrant Agreement or have caused it to be executed by their respective officers
thereunto duly authorized, as of the date first above written.


                                               NCO GROUP, INC.


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


                                            APT HOLDINGS CORPORATION


                                            By: /s/ Liz A. Mellace
                                               -------------------------------
                                               Name: Liz A. Mellace
                                               Title: As Agent

Acknowledged and agreed:


MELLON BANK, N.A.



By: /s/ Liz A. Mellace
   -----------------------------
   Name: Liz A. Mellace
   Title: Assistant Vice President


                                      -14-