VOTING AND LOCK UP AGREEMENT

This Voting and Lock Up Agreement, dated as of November 18, 2003 (this ?Agreement?), is made by and among NCO Group, Inc., a Pennsylvania corporation (?Parent?), and the Shareholder of RMH Teleservices, Inc., a Pennsylvania corporation (the ?Company?), identified on the signature pages hereto ( ?Shareholder?).

WITNESSETH:

WHEREAS, Parent, NCOG Acquisition Corporation, a Pennsylvania corporation and wholly-owned subsidiary of Parent (?Purchaser?) and the Company are entering into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the ?Merger Agreement?; capitalized terms used and not otherwise defined in this Agreement have the respective meanings ascribed to such terms in the Merger Agreement), pursuant to which Parent shall acquire all of the issued and outstanding shares of common stock, no par value per share, of the Company (the ?Common Stock?) in accordance with and subject to the terms and conditions of the Merger Agreement (the ?Merger?);

WHEREAS, Shareholder is the record or beneficial owner of the number of shares of Common Stock set forth on Schedule A hereto (all such shares of Common Stock and any shares of Common Stock hereafter acquired by such Shareholder, including upon exercise of any Company option or warrant but excluding any shares of Common Stock issuable pursuant to any option or warrant exercise unless and until such shares are issued by the Company, the ?Shares?);

WHEREAS, as a condition to entering into the Merger Agreement and incurring the obligations set forth therein, Parent has required that Shareholder agree to enter into this Agreement; and

WHEREAS, Shareholder wishes to induce Parent to enter into the Merger Agreement and therefore Shareholder is willing to enter into this Agreement.

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

ARTICLE I

VOTING AGREEMENT

SECTION 1.01 Voting Agreement. Shareholder hereby agrees that, from and after the date hereof and until the earlier of (x) the Effective Time or (y) the termination of the Merger Agreement pursuant to its terms (such earlier date, the ?Termination Date?): (a) at any meeting of the shareholders of the Company, however called, it will cause the Shares Shareholder beneficially owns to be counted as present (or absent if requested by Parent) for purposes of establishing a quorum and (b) at any meeting of the shareholders of the Company, however called, and in any action by consent of the shareholders of the Company, such Shareholder shall vote (or cause to be voted) all of such Shareholder?s Shares (i) in favor of the approval and adoption of the Merger Agreement, the Merger and all the transactions contemplated by the Merger Agreement and this Agreement and otherwise in such manner as may be necessary to consummate the Merger; (ii) against any action, proposal, agreement or transaction that would result in a breach of any covenant, obligation, agreement, representation or warranty of the Company under the Merger Agreement or of Shareholder contained in this Agreement; and (iii) against any action, agreement, transaction (other than the Merger Agreement or the transactions contemplated thereby) or proposal (including any Company Take-Over Proposal) that could reasonably be expected to result in any of the conditions to the Merger or to the Company?s obligations under the Merger Agreement not being fulfilled or that is intended, or could reasonably be expected, to impede, interfere, delay, discourage or adversely affect the Merger Agreement, the Merger or this

Agreement. Any vote by Shareholder that is not in accordance with this Section 1.01 shall be considered null and void, and the provisions of Section 1.02 shall be deemed to take immediate effect.

SECTION 1.02 Irrevocable Proxy. Shareholder hereby irrevocably constitutes and appoints Parent, or its designees, from and after the date hereof and until the Termination Date (at which point such constitution and appointment shall automatically be revoked) as Shareholder?s attorney, agent and proxy (such constitution and appointment, the ?Irrevocable Proxy?), with full power of substitution, to vote and otherwise act with respect to all such Shareholder?s Shares at any meeting of the Shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, and in any action by written consent of the Shareholders of the Company, on the matters and in the manner specified in Section 1.01. Without limiting the foregoing, in any such vote or other action pursuant to such proxy, neither Parent nor any other person listed in the immediately preceding sentence shall in any event have the right (and such proxy shall not confer the right) to vote against the Merger. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM A SHAREHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS AGREEMENT. Shareholder hereby revokes all other proxies and powers of attorney with respect to all Shareholder?s Shares that may have heretofore been appointed or granted, and no subsequent proxy or power of attorney shall be given (and if given, shall not be effective) by Shareholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of Shareholder and any obligation of Shareholder under this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of Shareholder.

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