Exhibit 10.24


                       FIRST AMENDMENT TO CREDIT AGREEMENT

         THIS FIRST AMENDMENT dated as of November 1, 2002 (this "Amendment"),
is made by and between NCO PORTFOLIO MANAGEMENT, INC. (the "Borrower") and NCO
GROUP, INC. (the "Lender").

                                   Background
                                   ----------

     A. The Borrower has previously entered into that certain Credit Agreement,
dated as of February 1, 2001 (the "Credit Agreement"), with the Lender. All
capitalized terms not defined herein shall have the meanings set forth in the
Credit Agreement.

     B. The Borrower has requested that the Lender amend certain provisions of
the Credit Agreement, and the Lender has agreed to amend such provisions on the
terms, and subject to the conditions, set forth below.

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and intending to be legally bound hereby, the parties
agree as follows:

         1. Amendments. The Credit Agreement is hereby amended as follows:

            (a) Sections 6.1. Section 6.1 of the Credit Agreement is amended by:
(i) deleting the word "annualized" in the first sentence of clause (a) thereof;
and (ii) amending and restating clause (b) thereof in its entirety as follows:

         "Consolidated EBITDA shall be calculated on a rolling four quarters
         basis, adjusted for any acquisition completed during the quarter most
         recently ended."

            (b) Exhibit D. Exhibit D (Form of Quarterly Compliance Certificate)
to the Credit Agreement is amended to the extent necessary to incorporate the
amendments set forth in Section 1(a) hereof.

            (c) Section 6.5(g). Section 6.5(g) of the Credit Agreement is hereby
amended and restated in its entirety as follows:

         "(g) Investments (by way of cash investments, transfer of property,
         loans, Guaranties or Guaranty Equivalents, or Permitted Designations)
         in Subsequent Non-Surety Entities that acquire delinquent pools of
         Accounts, prior to date on which the RC Commitment is terminated, in a
         Net Investment Amount not to exceed Fifteen Million Dollars
         ($15,000,000); provided, however, that (i) no investment under this
         clause (g) may be made so long as an Event of Default has occurred and
         is continuing, and (ii) investments under this clause (g) by way of
         transfer of property to a Subsequent Non-Surety Entity or by way of
         Permitted Designation shall be subject to (A) Lender's prior consent
         (which such consent shall not be unreasonably withheld, conditioned or
         delayed), and (B) Agent's prior consent (which shall not be
         unreasonably withheld, conditioned or delayed) pursuant to the terms of






         the NCOG Syndicated Credit Facility Documents. For purposes of this
         Section 6.5(g), if, at Borrower's option, a Subsequent Non-Surety
         Entity becomes a Subsidiary Obligor, then, upon such occurrence, the
         Borrower shall receive a credit in an amount equal to the fair market
         value of the assets of such Person at the time of such occurrence (as
         mutually agreed among the Borrower, the Lender and the Agent) against
         the applicable investment limitation set forth in the foregoing
         sentence."

         2. Representations and Warranties. The Borrower represents and warrants
to the Lender as follows:

            (a) each of the representations and warranties contained in the
Credit Agreement is accurate in all material respects on and as of the date
hereof; and

            (b) as of the date hereof, no Default or Event of Default exists.

         3. Ratification; References. Except as amended hereby, the Credit
Agreement and each other Loan Document remains in full force and effect and is
hereby ratified. From and after the date that this Amendment becomes effective,
any reference in the Credit Agreement or any other related documents to the
Credit Agreement shall be and mean a reference to such agreement as amended
hereby and as the same may be further amended, modified or supplemented from
time to time.

         4. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the law of the Commonwealth of Pennsylvania without regard to
its conflict of laws principles.

         5. Effectiveness. This Amendment shall be effective when the Borrower
and the Lender have each executed and delivered a counterpart hereto.

         6. Counterparts. This Amendment may be executed in any number of
counterparts each of which shall be an original and all of which, when taken
together, shall constitute one instrument. Delivery of an executed signature
page of this Amendment by facsimile transmission shall be effective as delivery
of a manually executed counterpart hereof.

                                    * * * * *


                                       2




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

                                             NCO PORTFOLIO MANAGEMENT, INC.



                                             By:
                                                ----------------------------
                                             Name:    Michael J. Barrist
                                             Title:   President



                                             NCO GROUP, INC.



                                             By:
                                                -----------------------------
                                             Name:    Michael J. Barrist
                                             Title:   President